[8-K] Gyrodyne, LLC Reports Material Event

Rhea-AI Filing Summary

Gyrodyne, LLC entered into governance agreements with Star Equity Fund and Leap Tide Capital to resolve proxy matters and align voting. Star Equity withdrew its June 4, 2025 nomination notice and agreed to vote its shares in line with the Board’s recommendations until December 31, 2026, or December 31, 2027 if both Nader G.M. Salour and Jan H. Loeb are re-nominated for 2026 and accept. Limited exceptions permit discretionary voting on certain extraordinary transactions and following ISS recommendations at a special meeting after the Annual Meeting.

Gyrodyne will nominate only Richard B. Smith for a new three‑year term at the 2025 Annual Meeting and reduce the Board from five to four directors, with a defined process for a mutually acceptable independent replacement if a continuing director departs. The Company capped aggregate Chairman fees at $65,000 and established mutual non‑disparagement through the Termination Date. The Leap Tide agreement adds coordinated voting and customary standstill through the lead‑up to the 2028 nomination window.

Insights

Corporate governance analyst

Governance standstills stabilize voting and board size through 2026/2027.

Gyrodyne secured agreements with Star Equity Fund and Leap Tide Capital that withdraw a director nomination effort and commit voting support for Board recommendations. The Star Equity standstill runs to December 31, 2026, potentially December 31, 2027 if two directors are re‑nominated and accept.

The Company will nominate only Richard B. Smith for a three‑year term and reduce the Board to four members, with a mechanism to identify a mutually acceptable independent replacement if a continuing director departs. Chairman compensation is capped at $65,000 in aggregate.

The Leap Tide agreement adds coordinated voting and customary standstill through the approach to the 2028 nomination window. Actual impact depends on shareholder meeting outcomes and any extraordinary transactions that could trigger the voting exceptions cited.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 16, 2025

GYRODYNE, LLC

(Exact name of Registrant as Specified in its Charter)

New York	001-37547	46-3838291
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

ONE FLOWERFIELD

SUITE 24

St. James, New York 11780

(Address of principal executive

offices) (Zip Code)

(631) 584-5400

Registrant’s telephone number,

including area code 

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Limited Liability Company Interests	GYRO	Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Agreement with Star Equity Fund, LP

On October 16, 2025, Gyrodyne, LLC, a New York limited liability company (the “Company”), entered into a letter agreement (the “Star Agreement”) with Star Equity Fund, LP (collectively with its affiliates, “Star Equity”).

Pursuant to the Star Agreement, Star Equity agreed to irrevocably withdraw its June 4, 2025 notice of intent to nominate two candidates for election to the Company’s Board of Directors (the “Board”) at the Annual Meeting. The Star Agreement obligates Star Equity to vote all Gyrodyne shares it owns in accordance with the Board’s recommendations including on the election of directors prior to the Termination Date (as defined below), except that Star Equity will be permitted to vote (i) in its discretion on any proposal regarding certain extraordinary transactions, and (ii) in accordance with the recommendation of Institutional Shareholder Services to the extent the recommendation differs from the Board’s recommendation on any matter presented to the shareholders at a special meeting of shareholders following the Annual Meeting. Star Equity’s obligations will continue until December 31, 2026, or December 31, 2027 if the Board re-nominates both Nader G.M. Salour and Jan H. Loeb for election at the Company’s 2026 annual meeting and both Messrs. Salour and Loeb agree to such re-nomination (the “Termination Date”).

The Star Agreement also prevents Star Equity until the Termination Date from, among other things, (i) nominating any person for election or submitting any shareholder proposal for consideration at any meeting of shareholders of the Company at which directors are to be elected, (ii) soliciting proxies or (iii) taking actions to change or influence the Board, management or the direction of certain Company matters. Until the Termination Date, the Company and Star Equity have also agreed not to disparage each other.

Under the Star Agreement, the Company agreed to nominate only one Board member at the 2025 Annual Meeting, Richard Smith, for election for an additional three year term and to reduce the size of the board from, five to four directors. If any of Jan H. Loeb, Nader G.M. Salour, Richard B. Smith or Ronald J. Macklin (each, a “Continuing Director”) resigns or ceases to be a director due to death or disability, then the Board and Star Equity will engage in good faith discussions to identify a mutually acceptable independent (as defined under Nasdaq listing rules) replacement director (the “Replacement Director”), and if they cannot agree the size of the Board will be reduced to three directors. In such event, if a remaining Continuing Director subsequently resigns or ceases to be a director due to death or disability, then the Board may not make an additional appointment until the Board and Star Equity identify a mutually acceptable Replacement Director.

The Company also agreed not to increase Board fees and to limit the aggregate fee paid to the Chairman of the Board to $65,000.

The foregoing description  of the Star Equity Agreement is qualified in it is entirety by reference to the full text of the Star Equity Agreement, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Agreement with Leap Tide and Certain Directors

On October 17, 2025, the Company entered into a letter agreement (the “Leap Tide Agreement”) with Leap Tide Capital Management LLC (collectively with its affiliates, “Leap Tide”), Jan Loeb, Ronald J. Macklin, Nader G.M. Salour and Richard B. Smith concerning certain voting commitments and governance related matters.

Pursuant to the Leap Tide Agreement, until thirty days prior to the opening of the advance notice period pursuant to the Company’s Amended and Restated Limited Liability Company Agreement for the submission of shareholder director nominations for the Company’s 2028 annual shareholders meeting, the parties will appear in person or by proxy at each meeting of shareholders and vote all voting securities they beneficially own in favor of the Board’s recommended slate of directors and otherwise in accordance with the Board’s recommendations on all proposals submitted to shareholders. The parties also agreed to support publicly and privately the Company (including the Board) and the Company’s director nominations and proposals, and to solicit proxies consistent with the Board’s recommendations, in each case if requested by the Company.

The Leap Tide Agreement includes customary standstill provisions that restrict the parties from taking certain actions, including encouraging other shareholders to oppose the Board’s nominees, making public proposals or announcements concerning business combinations, restructurings, or other extraordinary transactions, or entering into discussions or agreements with third parties regarding such prohibited actions.

A copy of the Leap Tide Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item. 8.01. Other Events.

On October 17, 2025, the Company issued a press release announcing its entry into the Star Equity Agreement. A copy of such press release is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Star Equity Agreement
10.2		Leap Tide Agreement
99.1		Press Release
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:	October 17, 2025	By:	GYRODYNE, LLC /s/ Gary Fitlin
		Name:	Gary Fitlin
		Title:	President, Chief Executive Officer, Chief Financial Officer and Treasurer

FAQ

What did GYRO announce in the 8-K?

Gyrodyne entered agreements with Star Equity and Leap Tide covering voting support, standstill provisions, board size reduction to four, and a Chairman fee cap of $65,000.

How long does Star Equity’s commitment last for GYRO?

Until December 31, 2026, or December 31, 2027 if both Nader G.M. Salour and Jan H. Loeb are re‑nominated for 2026 and accept.

Did Star Equity withdraw its director nominations for GYRO?

Yes. Star Equity irrevocably withdrew its June 4, 2025 notice to nominate two director candidates.

What exceptions apply to Star Equity’s voting at GYRO?

It may vote at its discretion on certain extraordinary transactions and may follow ISS recommendations that differ from the Board’s at a special meeting after the Annual Meeting.

How will GYRO’s Board composition change?

The Board will be reduced from five to four directors, and only Richard B. Smith will be nominated for a new three‑year term at the 2025 Annual Meeting.

What happens if a continuing director at GYRO departs?

Gyrodyne and Star Equity will seek a mutually acceptable independent replacement; if they cannot agree, the Board size will be reduced to three.

What did Leap Tide agree to regarding GYRO?

Leap Tide and certain directors agreed to vote in favor of the Board’s slate and recommendations, support the Company, and observe customary standstill terms through the approach to the 2028 nomination window.