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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): April 15, 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 7.01 Regulation FD Disclosure.
Earnings Call Script
On April 15, 2026, American
Strategic Investment Co. (the “Company”) hosted a conference call to discuss its financial and operating results for the quarter
ended December 31, 2025. A transcript of the pre-recorded portion of the conference call is furnished as Exhibit 99.1 to this Current
Report on Form 8-K. As previously disclosed, a replay of the entire conference call is available through April 29, 2026 by telephone as
follows:
Toll Free Dial in Number:
1 (844) 512-2921
Toll Dial in Number:
1 (412) 317-6671
Conference ID: 13758199
The
information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “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 and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
The statements in this
press release that are not historical facts may be forward-looking statements, including, without limitation, statements regarding the
Company’s ability to return to compliance with the New York Stock Exchange’s (“NYSE”) continued listing standards.
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 potential adverse effects
of the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine, Israel and Hamas and the U.S. and Israel
against Iran, 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, (d) inflationary conditions and higher interest rate environment,
(e) economic uncertainties about the ultimate impact of tariffs imposed by, or imposed on, the United States and its trading relationships,
(f) that any potential future acquisition or disposition is subject to market conditions and capital availability and may not be identified
or completed on favorable terms, or at all, and (g) that we may not be able to regain compliance with the NYSE’s 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 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,
2025, filed on April 15, 2026 with the United States Securities and Exchange Commission (“SEC”) and all other filings with
the SEC 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 report. 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)
| Exhibit No |
|
Description |
| 99.1 |
|
Transcript |
| 104 |
|
Cover Page Interactive Data File (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: April 15, 2026 |
By: |
/s/ Michael LeSanto |
| |
|
Michael LeSanto |
| |
|
Chief Financial Officer |
Exhibit 99.1
American Strategic Investment Co. (NYSE: NYC) Fourth Quarter and
Full Year 2025 Earnings Call
Executives
Nicholas Schorsch, Jr. - President & CEO
Michael LeSanto – CFO
Operator
Good morning and welcome to the American Strategic Investment Co.'s
Fourth Quarter and Year-End 2025 Earnings Call. [Operator Instructions]. I would now like to turn the conference over to Curtis Parker,
Senior Vice President. Please go ahead.
Curtis
Thank you, operator. Good morning, everyone and thank you for joining
us for ASIC's Fourth Quarter and Year-End Earnings Call. This event is also being webcast in the Investor Relations section of our website.
Joining me today on the call to discuss the quarter's results are Nicholas Schorsch Jr., American Strategic Investment Company's Chief
Executive Officer, and Mike LeSanto, the Chief Financial Officer.
The following information contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. Please review the forward-looking
and cautionary statements section at the end of our Fourth Quarter 2025 earnings release for various factors that could cause actual results
to differ materially from forward-looking statements made during our call today. Should one or more of these risks or uncertainties materialize,
actual results may differ materially from those expressed or implied by the forward-looking statements. We refer all of you to our SEC
filings, including the Form 10-K filed for the year ended December 31, 2025 to be filed on April 15, 2026, for a more detailed
discussion of the risk factors that could cause these differences.
Any forward-looking statements provided during this call are only made
as of the date of this call. As stated in our SEC filings, ASIC disclaims any intent or obligation to update or revise these forward-looking
statements except as required to do so by law. Please note that all fourth quarter 2025 financial information is unaudited. Also, during
today's call, we will discuss non-GAAP financial measures, which we believe can be useful in evaluating the company's financial and operating
performance. These measures should not be considered in isolation or as a substitute for our financial results prepared in accordance
with GAAP. A reconciliation of these measures to the most directly comparable GAAP measure is available in our earnings release which
is posted on our website. Please also refer to our earnings release for more detailed information about what we consider to be implied
investment grade tenants, a term we will use throughout today's call.
I will now turn the call over to Nick Schorsch, Chief Executive Officer.
Please go ahead, Nick.
Nicholas Schorsch, Jr.
Thanks, Curtis. Good morning and thank you for joining us. Today we
will discuss our results for the fourth quarter and full year 2025.
We remain committed to operating and unlocking value at our current
assets, with a focus on tenant retention, property improvements, and cost efficiency while simultaneously pruning our exposure to non-core
assets.
For the year, we executed 13 new and replacement leases totaling 117,000
square feet. We continue to focus our leasing efforts on securing tenants in resilient industries, such as well-capitalized financial
service companies, medical institutions, and government agencies.
At year end, our $382.6 million, 0.7 million square foot portfolio
consisted of five real estate assets throughout New York City, primarily in Manhattan, with office properties located in sub-markets in
close proximity to major transportation hubs. The portfolio had occupancy of 80.3% and a weighted average remaining lease term of 6.1
years as of December 31, 2025. Our New York City centric portfolio features a mix of large, investment grade tenants, of whom the
top ten tenants are 69% investment grade or implied investment grade rated, based on straight-line rent, with a weighted-average remaining
lease term of 6.9 years. Investment-grade tenants in our portfolio include CVS, Marshall's, and government agencies.
Our calendar year 2026 lease expirations are 5% of Annualized Straight-Line
Rent and 57% of our leases now extend beyond 2030, up from 56% last quarter. We believe that this term, coupled with a high-quality largely
investment-grade tenant base, provides significant portfolio stability.
As discussed on last quarter's call, we completed the disposition of
our 1140 Avenue of the Americas office property during the fourth quarter. We also pursued a cooperative consensual foreclosure with the
lender and, in connection with that transaction, we removed the related assets and liabilities from our balance sheet and recognized a
gain of $46.6 million that is reflected in the statements of operations for the year.
We remain committed to strengthening our existing portfolio of real
estate assets as we explore additional income-generating investments. We believe with the completion of past sales and the reinvigorated
effort to sell two additional properties we will be better positioned to take advantage of opportunities to invest in the long-term future
of our portfolio. It is our intention to build a portfolio that we believe will be accretive to shareholders.
With that, I'll turn it over to Mike LeSanto to go over the fourth
quarter and full-year 2025 results. Mike?
Michael LeSanto
Thank you, Nick. Revenue was $43.3 million for the year ended December 31,
2025 compared to $61.6 million in 2024. The year over year change is primarily related to the disposition of properties, notably the dispositions
of 9 Times Square in the late fourth quarter of 2024 and 1140 Avenue of the Americas in fourth quarter 2025. Revenue for the fourth quarter
2025 was $6.5 million, compared to $14.9 million in the fourth quarter of 2024. The company's full year GAAP net loss attributable to
common stockholders was $21.2 million compared to a net loss of $140.6 million in 2024. Net loss for the quarter was $6.7 million,
in line with the $6.7 million we recorded in the fourth quarter in 2024.
Adjusted EBITDA for 2025 was $0.3 million and $1.2 million
for the fourth quarter. Cash NOI for the full year was $16.0 million and $1.8 million in the fourth quarter.
As always, a reconciliation of GAAP net income to non-GAAP measures
can be found in our earnings release, supplemental and Form 10-K.
The Company's balance sheet includes 100% fixed-rate debt and prudent
net leverage of 47.5%. We ended the fourth quarter with net debt of $249.7 million at a weighted-average effective interest rate of 4.5%
and a weighted average remaining debt term of 1.5 years. Importantly, all of our debt is fixed-rate or swapped to fixed rate, after we
locked in interest rates while they were broadly at historic lows.
With that, I'll turn the call back to Nick for some closing remarks.
Nicholas Schorsch, Jr.
Thanks, Mike.
We continue to focus on enhancing operational flexibility through efforts
such as targeted dispositions. We are also assessing strategies for our properties at 123 William Street and 196 Orchard to generate the
greatest long term value for our portfolio, including potentially selling the properties. If sold, these sales would generate additional
cash that we believe can be deployed into higher-yielding assets, creating future value for the portfolio. Simultaneously, our team is
focused on leasing up available space, evaluating options for replacing maturing debt, renewing leases with existing tenants, and maintaining
tight controls on expenses.
One final note, please be on
the lookout for a notice about our annual meeting of shareholders which will be distributed to you in the coming month.
Thank you for joining us today.
