What compensation amount did the American Strategic (NYC) share grant satisfy?

The share grant satisfied accrued cash compensation of $1,910,169.12 owed to the advisor. Under the advisory agreement, the advisor could elect to receive payment in stock, and chose to take this amount entirely in Class A common shares instead of cash.

Who approved and signed off on the American Strategic (NYC) share issuance?

The Compensation Committee of the Board of Directors approved the grant of Advisory Shares on April 30, 2026. The accompanying report was signed on behalf of American Strategic Investment Co. by Chief Financial Officer Michael LeSanto as the duly authorized officer.

Advisor paid in stock as American Strategic Investment (NYSE: NYC) settles fees

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

American Strategic Investment Co. granted shares to its external advisor instead of paying cash fees. The company owed the advisor $1,910,169.12 under an advisory agreement. On April 30, 2026, the compensation committee approved issuing 232,098 shares of Class A common stock to fully settle this amount.

The shares were granted as “Advisory Shares” under the 2020 Advisor Omnibus Incentive Compensation Plan and issued pursuant to a stock award agreement. The issuance was made as an unregistered sale of equity securities relying on the Section 4(a)(2) exemption under the Securities Act of 1933.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Advisor compensation settled: $1,910,169.12 Advisory Shares issued: 232,098 shares Par value per share: $0.01 per share

3 metrics

Advisor compensation settled $1,910,169.12 Accrued cash compensation owed under Advisory Agreement

Advisory Shares issued 232,098 shares Class A common stock granted on April 30, 2026

Par value per share $0.01 per share Class A common stock par value

Key Terms

Second Amended and Restated Advisory Agreement, 2020 Advisor Omnibus Incentive Compensation Plan, unregistered sales of equity securities, Section 4(a)(2) of the Securities Act of 1933

4 terms

Second Amended and Restated Advisory Agreement financial

"is party to the Second Amended and Restated Advisory Agreement, dated as of November 16, 2018"

2020 Advisor Omnibus Incentive Compensation Plan financial

"under the 2020 Advisor Omnibus Incentive Compensation Plan of the Company"

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

Section 4(a)(2) of the Securities Act of 1933 regulatory

"pursuant to an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933"

Understanding 8-K Material Events →

05/01/2026 - 05:00 PM

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): April 30, 2026

American Strategic Investment Co.

(Exact Name of Registrant as Specified in Charter)

Maryland		001-39448		46-4380248
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

222 Bellevue Ave, Newport, Rhode Island		02840
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 415-6500

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))

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

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.01 par value per share	NYC	New York Stock Exchange
Class A Preferred Stock Purchase Rights	true	New York Stock Exchange

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 3.02 Unregistered Sales of Equity Securities.

As previously reported, American Strategic Investment Co. (the “Company”) is party to the Second Amended and Restated Advisory Agreement, dated as of November 16, 2018, with New York City Operating Partnership, L.P. and New York City Advisors, LLC (the “Advisor”), pursuant to which the Advisor provides certain advisory services to the Company (as amended, including, without limitation, pursuant to that certain Second Amendment, dated as of March 29, 2024, the “Advisory Agreement”). Pursuant to the Advisory Agreement, the Company has accrued and owes to the Advisor cash compensation in the aggregate amount of $1,910,169.12, which the Advisor has elected to receive in the form of shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”) as permitted under the terms of the Advisory Agreement. On April 30, 2026, the Compensation Committee of the Board of Directors of the Company approved the grant to the Advisor of 232,098 shares of Common Stock (the “Advisory Shares”) under the 2020 Advisor Omnibus Incentive Compensation Plan of the Company in full satisfaction of the compensation owed to the Advisor under the Advisory Agreement. Accordingly, the Company entered into to a stock award agreement (the “Award Agreement”) covering the Advisory Shares, which were issued to the Advisor on such date pursuant to an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended.

SIGNATURES

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 hereunto duly authorized.

	American Strategic Investment Co.

Date: May 1, 2026	By:	/s/ Michael LeSanto
		Michael LeSanto
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did American Strategic Investment Co. (NYC) disclose in this 8-K?

American Strategic Investment Co. disclosed that it paid advisory fees in stock instead of cash. The company granted 232,098 Class A common shares to its advisor to fully settle $1,910,169.12 of accrued compensation under an existing advisory agreement.

How many American Strategic Investment (NYC) shares were issued to the advisor?

The company issued 232,098 shares of its Class A common stock to the advisor. These shares, called Advisory Shares, were granted under the 2020 Advisor Omnibus Incentive Compensation Plan and documented in a stock award agreement approved on April 30, 2026.

Under which plan were the American Strategic Investment (NYC) Advisory Shares granted?

The Advisory Shares were granted under the company’s 2020 Advisor Omnibus Incentive Compensation Plan. This plan allowed the compensation committee to approve a stock award agreement, covering the 232,098 Class A common shares issued to the advisor for its accrued fees.

Which securities law exemption did American Strategic Investment (NYC) rely on?

The company relied on the Section 4(a)(2) exemption under the Securities Act of 1933. This provision allows certain unregistered sales of securities, and was used for issuing the 232,098 Advisory Shares to the advisor in satisfaction of its compensation.

Filing Exhibits & Attachments

4 documents