Gyrodyne, LLC filings document a New York limited liability company with common shares of limited liability company interests listed on the Nasdaq Capital Market under GYRO. The company’s regulatory record focuses on its real estate portfolio, including the Flowerfield property and related subsidiary agreements.
Gyrodyne’s Form 8-K filings report material definitive agreements, amendments to property-sale arrangements, shareholder engagement agreements, annual meeting voting results, and Regulation FD materials such as management remarks and net asset value reconciliations. Its proxy statements describe director elections, executive compensation votes, auditor ratification, board governance, and shareholder voting mechanics.
Gyrodyne, LLC (GYRO) furnished a Regulation FD update, noting that its President and CEO Gary Fitlin delivered prepared remarks at the 2025 Annual Shareholders Meeting held on November 5, 2025. The text of the remarks is included as Exhibit 99.1 and incorporated by reference.
The company states that the information provided under Item 7.01, including Exhibits 99.1 and 99.2, is furnished and not deemed filed under the Exchange Act, and therefore not subject to Section 18 liabilities.
Gyrodyne, LLC (GYRO) filed its definitive proxy for the 2025 annual meeting. Shareholders will vote on November 5, 2025 at 11:00 a.m. ET in Saint James, NY.
The agenda includes: (1) elect one director for a three-year term, with the Board nominating Richard B. Smith; (2) a non-binding advisory vote to approve executive compensation; and (3) ratification of Baker Tilly US, LLP as independent auditor for the fiscal year ending December 31, 2025. The Board unanimously recommends voting FOR all proposals.
The record date is September 15, 2025. Shares outstanding and entitled to vote were 2,199,308 as of the record date. Gyrodyne entered a cooperation agreement with Star Equity Fund, LP, under which Star Equity withdrew its nominations and agreed to certain standstill and voting commitments; the Company will nominate one director and reduce the Board to four directors.
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.
Gyrodyne, LLC (GYRO) Form 4 summary: Towerview LLC reported an insider sale on 09/08/2025. The filing shows a disposition of 1,973 common shares at a price of $12.55 each. After the sale, the reporting person beneficially owns 338,107 common shares. The transaction is coded S (sale) and the ownership form is reported as Direct (D). The Form 4 was signed by Daniel R. Tisch.
Gyrodyne, LLC urges shareholders to use the WHITE universal proxy card to vote FOR the company nominees Paul L. Lamb and Richard B. Smith on Proposal 1, FOR the non‑binding advisory approval of executive compensation on Proposal 2, and FOR ratification of Baker Tilly as the independent registered public accounting firm for the fiscal year ending December 31, 2025. The filing warns shareholders not to sign or return any proxy card or voting instruction form sent by or on behalf of Star Equity because only the latest dated proxy will be counted. Because Star Equity has nominated director candidates, the election is contested and a universal proxy card will be used; shareholders may vote for nominees from either slate but may not vote for more nominees than seats available.
Gyrodyne, LLC director Ronald J. Macklin filed an amended Form 4 showing an insider transaction dated 03/12/2024. The filing reports the acquisition of 8,698 common shares through exercise of rights in a rights offering at a price of $8 per share, and records 30,441 shares beneficially owned following the transaction. The amendment corrects the number of shares acquired and the number beneficially owned as noted in the filing. The document is an amended disclosure of previously reported insider activity.
Star Equity Fund and affiliated parties report beneficial ownership of 156,774 shares of Gyrodyne, LLC, representing approximately 7.13% of the outstanding common stock based on 2,199,308 shares outstanding as of August 8, 2025. The filing is Amendment No. 7 to a Schedule 13D and states the Reporting Persons filed jointly under a Joint Filing Agreement dated August 22, 2025. The group includes Star Equity Fund, Star Equity GP, Star Investment Management, Star Operating Companies, Star Value, Hudson Global, CEO Jeffrey E. Eberwein, and nominees Hannah M. Bible and Matthew R. Sullivan. The filing confirms sole voting and dispositive power over the 156,774 shares by the named reporting entities and discloses no recent transactions for most reporting persons within the past 60 days, with Star Equity Funds recent trades referenced in an attached Schedule A.
Amendment No. 2 to Schedule 13G updates the ownership disclosure for Gyrodyne, LLC. The filing reports that Neil S. Subin beneficially owns 107,188 Common Shares, representing 4.9% of the outstanding class based on 2,199,308 shares. The Amendment states Mr. Subin has ceased to be the beneficial owner of more than 5% of the Common Shares and constitutes an exit filing. The filing also notes Mr. Subin's roles as President and Manager of MILFAM LLC and trustee for certain Miller family trusts, which relate to his management and trustee relationships to entities holding securities.
Gyrodyne (GYRO) continues to report under the liquidation basis. As of 30 Jun 2025, net assets in liquidation rose 6.6 % to $32.6 m (vs. $30.6 m at 31 Dec 2024) driven chiefly by a $4.5 m upward revaluation of real estate, partially offset by a $2.6 m increase in estimated liquidation/operating costs. Estimated shareholder distributions improved to $14.83 per share from $13.91.
Balance sheet: Real estate held for sale increased to $54.9 m (+9 %), cash slipped to $5.5 m (-7 %). Total liabilities edged up to $27.9 m, with loans outstanding at $11.0 m; all debt covenants remain compliant.
Strategy & milestones: Management still targets full liquidation by year-end 2027. A key catalyst is the July 2025 Purchase & Sale Agreement to dispose of 49 acres at Flowerfield for $24-28.74 m, contingent on subdivision and site-plan approvals; closing could extend into 2028. Entitlement work on both Flowerfield and Cortlandt Manor continues amid pending Article 78 appeals.
Risks & liquidity: Cash on hand covers roughly 18 months of projected burn; further asset sales or financing will be required if timelines slip. Operating losses are expected until closings occur. Activist shareholder Star Equity has nominated two directors for the 2025 AGM, introducing governance uncertainty.