Presidio launches 5.5-for-1 Series D exchange

SQFT’s preferred holders can tender Series D shares for 5.5 shares of Series A common each—before the Oct. 2, 2026, 11:59 p.m. ET deadline.

Rhea-AI Filing Summary

Presidio Property Trust, Inc. (SQFT) has begun an exchange offer for its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock. Holders may tender any or all outstanding Series D shares in exchange for 5.5 shares of Series A Common Stock for each preferred share validly tendered and accepted.

The offer expires at 11:59 p.m. New York City time on October 2, 2026, unless extended or earlier terminated. The exchange is being made under an effective registration statement on Form S-4 and related final prospectus and tender offer statement on Schedule TO filed with the SEC.

Filing Explained

The exchange offer is open, but common-stock issuance and resulting ownership dilution depend on valid tenders and acceptance by October 2, 2026.

The company has commenced an offer to exchange any and all outstanding Series D Preferred Stock for newly issued Series A Common Stock. The exchange is conditional on shares being validly tendered, not validly withdrawn, and accepted by October 2, 2026, unless extended or earlier terminated.

Each accepted preferred share would receive 5.5 common shares; if those shares are issued, the total share count increases and existing holders’ percentage ownership decreases absent offsetting changes.

The Form S-4 registration statement was declared effective on September 2, 2026, at 9:00 a.m. Eastern Time, while the filing ties common-stock issuance to accepted tenders.

Key Figures

Exchange ratio: 5.5 shares of Series A Common Stock per 1 share of Series D Preferred Stock Series D dividend rate: 9.375% Exchange offer expiration: October 2, 2026, 11:59 p.m. New York City time +3 more

6 metrics

Exchange ratio 5.5 shares of Series A Common Stock per 1 share of Series D Preferred Stock Consideration for each share of 9.375% Series D Preferred Stock validly tendered and accepted in the exchange offer

Series D dividend rate 9.375% Dividend rate on the Series D Cumulative Redeemable Perpetual Preferred Stock subject to the exchange offer

Exchange offer expiration October 2, 2026, 11:59 p.m. New York City time Expiration date and time of the exchange offer, unless extended or earlier terminated

Form S-4 effectiveness time September 2, 2026, 9:00 a.m. Eastern Time Time the registration statement on Form S-4 relating to the exchange offer was declared effective by the SEC

Form S-4 filing date August 7, 2026 Initial filing date of the registration statement on Form S-4 for the exchange offer

Form S-4 amendment date August 21, 2026 Date the Form S-4 registration statement for the exchange offer was amended

Key Terms

Exchange Offer, 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, registration statement on Form S-4, tender offer statement on Schedule TO, +2 more

6 terms

Exchange Offer financial

"the commencement by the Company of the Exchange Offer"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

9.375% Series D Cumulative Redeemable Perpetual Preferred Stock financial

"any and all outstanding shares of its 9.375% Series D Cumulative Redeemable Perpetual"

registration statement on Form S-4 regulatory

"the Company filed a registration statement on Form S-4 with the SEC"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

tender offer statement on Schedule TO regulatory

"filed with the SEC a tender offer statement on Schedule TO"

A tender offer statement on Schedule TO is a formal regulatory filing that lays out the full terms, timeline, and conditions of a public offer to buy shares from existing shareholders. Think of it as a detailed invitation that explains who is buying, how much they’ll pay, how long the offer runs, and any rules or financing behind it. Investors use it to judge the fairness, likelihood and timing of a buyout and its likely effect on share value and control.

Prospectus regulatory

"includes the Prospectus. The registration statement was declared effective"

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

Cumulative Redeemable Perpetual Preferred Stock financial

"its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock"

A cumulative redeemable perpetual preferred stock is a type of ownership share that pays fixed dividends forever unless the company stops them, and any missed dividends accumulate and must be paid later. It can be redeemed (bought back) by the issuer at specified times or prices, so it behaves partly like a long-term loan; investors care because it sits ahead of common shares for payments and can affect a company’s cash needs and perceived credit risk.

FAQ

What corporate action did Presidio Property Trust (SQFT) announce on September 2, 2026?

Presidio Property Trust announced the commencement of an exchange offer for any and all outstanding shares of its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, offering newly issued Series A Common Stock in exchange, under an effective Form S-4 registration statement and related prospectus.

What is the exchange ratio in Presidio Property Trust’s (SQFT) Series D preferred stock offer?

For each share of 9.375% Series D Preferred Stock validly tendered, not withdrawn and accepted, holders will receive 5.5 shares of Series A Common Stock in the exchange offer described in the company’s current report.

When does the Presidio Property Trust (SQFT) exchange offer expire?

The exchange offer is scheduled to expire at 11:59 p.m., New York City time, on October 2, 2026, unless it is extended or earlier terminated by Presidio Property Trust as described in the offering documents.

Which security is Presidio Property Trust (SQFT) seeking to exchange in this offer?

Presidio Property Trust is offering to exchange any and all outstanding shares of its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock for newly issued shares of its Series A Common Stock, on the terms set out in the final prospectus and Schedule TO.

What SEC filings relate to Presidio Property Trust’s (SQFT) exchange offer?

The exchange offer is covered by a registration statement on Form S-4, declared effective on September 2, 2026 at 9:00 a.m. Eastern Time, a final prospectus filed September 2, 2026, and a tender offer statement on Schedule TO, all available on the SEC’s website.

Does the Presidio Property Trust (SQFT) Form 8-K itself constitute an offer to sell or buy securities?

No. The current report states it does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offering is made only by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/02/2026 - 10:43 AM Accepted by SEC EDGAR 09/02/2026 - 10:41 AM Learn about SEC filing dates

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): September 2, 2026

Presidio Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland		001-34049		33-0841255
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (760) 471-8536

Not Applicable

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

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
Series A Common Stock, $0.01 par value per share		SQFT		The Nasdaq Stock Market LLC
9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share		SQFTP		The Nasdaq Stock Market LLC
Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock		SQFTW		The Nasdaq Stock Market LLC

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.

On September 2, 2026, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing the commencement by the Company of the Exchange Offer (as defined herein), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “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 such section, and shall not be incorporated by reference in any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to the extent expressly set forth by specific reference in any such filings.

Item 8.01 Other Events.

On September 2, 2026, the Company commenced an offer to exchange (the “Exchange Offer”) any and all outstanding shares of its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”) for newly issued shares of its Series A Common Stock (the “Common Stock”).

In exchange for each share of Series D Preferred Stock validly tendered, not validly withdrawn and validly accepted prior to 11:59 p.m., New York City time, on October 2, 2026 (such time and date, as the same may be extended, the “Expiration Date”), participating holders of Series D Preferred Stock will receive 5.5 shares of Common Stock.

The Exchange Offer will expire on the Expiration Date, unless extended or earlier terminated by the Company.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “expects,” “intends,” “believes,” “anticipates,” “plans,” “likely,” “will,” “may,” “could,” “seeks,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain such identifying words. Statements in this Form 8-K regarding the terms, timing and completion of the Exchange Offer are forward-looking statements. These forward-looking statements are based on the Company’s present expectations, but actual outcomes or results may differ materially from those expressed or implied by such statements. Except as required by law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. Investors should not place undue reliance on forward-looking statements. For a further discussion of the factors that could affect actual results, please refer to the risk factors included in the Company’s filings with the SEC, including the final Prospectus filed on September 2, 2026, copies of which are available on the SEC’s website at www.sec.gov.

No Offer or Solicitation

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional Information about the Exchange Offer and Where to Find It

In connection with the Exchange Offer, the Company filed a registration statement on Form S-4 with the SEC on August 7, 2026 (as amended on August 21, 2026) that includes the Prospectus. The registration statement was declared effective by the SEC on September 2, 2026, at 9:00 a.m. Eastern Time. The Company has filed the final Prospectus in connection with the Exchange Offer with the SEC on September 2, 2026. The Company also filed with the SEC a tender offer statement on Schedule TO (as supplemented or amended from time to time, the “Schedule TO”) in connection with the Exchange Offer. The Company may file other relevant documents with the SEC regarding the Exchange Offer. This Current Report on Form 8-K is not a substitute for the Prospectus, the registration statement, the Schedule TO or any other document that the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE TO, THE FINAL PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE EXCHANGE OFFER. Investors and security holders may obtain free copies of the registration statement, the Schedule TO, the final Prospectus and all other documents containing important information about the Company and the Exchange Offer, as and when such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov, or by contacting the information agent for the Exchange Offer, Broadridge Corporate Issuer Solutions, LLC, at shareholder@broadridge.com or 888-789-8409.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is being filed herewith:

Exhibit No.		Description
99.1		Press Release, dated September 2, 2026.
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 hereunto duly authorized.

	PRESIDIO PROPERTY TRUST, INC.
	By:	/s/ Ed Bentzen
	Name:	Ed Bentzen
	Title:	Chief Financial Officer
Dated: September 2, 2026