8-K: NYC furnishes Q2 2025 supplemental financials; REIT election and sale risks noted

Rhea-AI Filing Summary

American Strategic Investment Co. furnished a press release and supplemental financial information reporting its operating results for the quarter ended June 30, 2025. The materials are attached as Exhibits 99.1 and 99.2 and are expressly furnished, not filed, meaning they are provided for investor information but are not incorporated into other SEC filings by reference.

The filing highlights a range of forward-looking risks the company identifies for investors, including the anticipated benefits and uncertainties related to its election to terminate REIT status, its ability to acquire new assets or businesses, and specifically the ability to consummate the sale of 9 Times Square. It also flags broader threats from geopolitical conflicts, inflation and higher interest rates, market and capital availability constraints for potential transactions, and the risk of failing to meet NYSE continued listing requirements.

The report is primarily a transparency disclosure: it furnishes quarter-end results and supplemental schedules and reiterates that forward-looking statements are subject to material risks that could cause actual outcomes to differ.

Positive

• None.

Negative

• Uncertainty around the potential sale of 9 Times Square, which could materially affect asset base if not consummated
• Election to terminate REIT status carries uncertain benefits and risks as noted by the company
• Risk of failing to meet NYSE continued listing requirements, which could affect liquidity and shareholder ability to trade stock
• Macroeconomic and geopolitical risks cited (Russia-Ukraine and Israel-Hamas conflicts, inflation, higher interest rates) that may adversely affect operations and tenants

Insights

Financial Analyst

TL;DR: The 8-K furnishes Q2 2025 results and highlights material execution and market risks, but does not present new financial figures in the filing text.

The company has provided investors with its quarter-end results and supplemental information via Exhibits 99.1 and 99.2, improving disclosure transparency. The filing emphasizes execution risk around the companys strategic moves, notably the possible sale of 9 Times Square and the election to terminate REIT status. Those items could materially affect capital structure and taxable status if enacted, but the filing contains no realized transaction outcomes or earnings metrics within the 8-K text itself. From a financial perspective, the document signals areas to review in the attached exhibits and subsequent filings for concrete impact on revenues, cash flow, and balance sheet.

Corporate Governance Expert

TL;DR: The filing is a routine furnishing that underscores governance and compliance risks tied to strategic decisions and exchange listing status.

The companys disclosure that it furnished — rather than filed — its press release and supplemental financials is procedurally important: it limits incorporation risk while ensuring broad investor notice. The enumerated forward-looking risks, including the REIT termination election, the ability to complete strategic asset transactions such as the 9 Times Square sale, and potential noncompliance with NYSE continued listing requirements, are governance and market-access issues investors should note. The 8-K does not document board actions, approvals, or definitive agreements in this text, so governance implications depend on items in the attached exhibits and later filings.

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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): August 8, 2025

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

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 2.02. Results of Operations and Financial Condition.

On August 8, 2025, American Strategic Investment Co. (the “Company”) issued a press release announcing its results of operations for the quarter ended June 30, 2025, and supplemental financial information for the quarter ended June 30, 2025, attached hereto as Exhibits 99.1 and 99.2, respectively.

Item 7.01. Regulation FD Disclosure.

Press Release and Supplemental Information

As disclosed in Item 2.02 above, on August 8, 2025, the Company issued a press release announcing its results of operations for the quarter ended June 30, 2025, and supplemental financial information for the quarter ended June 30, 2025, attached hereto as Exhibits 99.1 and 99.2, respectively. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibits 99.1 and 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information set forth in Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Forward-Looking Statements

The statements in this Current Report on Form 8-K that are not historical facts may be forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different. The words “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “projects,” “plans,” “intends,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include (a) the anticipated benefits of the Company’s election to terminate its status as a real estate investment trust, (b) whether the Company will be able to successfully acquire new assets or businesses, (c) the ability of the Company to consummate the sale of 9 Times Square; (d) the ability of the Company to execute its business plan and sell certain of its properties on commercially practicable terms, if at all; (e) the potential adverse effects of the geopolitical instability due to the ongoing military conflict between Russia and Ukraine and Israel and Hamas, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on the Company, the Company’s tenants, and the global economy and financial markets, (f) the potential adverse effects of inflationary conditions and higher interest rate environment, (g) that any potential future acquisition or disposition is subject to market conditions and capital availability and may not be completed on favorable terms, or at all, and (h) the Company may not be able to continue to meet the New York Stock Exchange’s (“NYSE”) continued listing requirements and rules, and the NYSE may delist the Company’s common stock, which could negatively affect the Company, the price of the Company's common stock and the Company’s shareholders’ ability to sell the Company’s common stock, as well as those risks and uncertainties set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed on April 1, 2024 and all other filings with the Securities and Exchange Commission after that date including but not limited to the subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required to do so by law.

			Item 9.01.						Financial Statements and Exhibits.
			(d)			Exhibits

 

			Exhibit No.			Description
			99.1			Press Release dated August 8, 2025
			99.2			Supplemental information for the quarter ended June 30, 2025
			104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

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: August 8, 2025			By:			/s/ Michael Anderson
						Michael Anderson
						Chief Executive Officer

FAQ

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

The company furnished a press release and supplemental financial information reporting results for the quarter ended June 30, 2025, attached as Exhibits 99.1 and 99.2.

Does the filing include forward-looking statements for American Strategic (NYC)?

Yes. The filing contains forward-looking statements and expressly lists risks and uncertainties that could cause actual results to differ materially.

Is there a disclosed transaction involving 9 Times Square?

The filing references the ability to consummate the sale of 9 Times Square as a material uncertainty, but it does not state that a sale has closed.

Did the company state the press release and exhibits are incorporated into other filings?

No. The company specified these materials are furnished and shall not be deemed filed or incorporated by reference into other SEC filings.

What listing risk did American Strategic (NYC) mention?

The company disclosed the risk of not meeting NYSE continued listing requirements, which could lead to delisting and affect shareholder liquidity.