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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): February 13, 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
8.01 Other Events.
As
previously disclosed, on January 21, 2026, Presidio Property Trust, Inc. (the “Company”) and NetREIT SC II, LLC, a subsidiary
of the Company (the “Borrower”), received a notice (the “Default Notice”) from Wells Fargo Bank, National Association
(the “Lender”) alleging that the Borrower’s failure to repay in full by January 5, 2026 the indebtedness owed under
that certain promissory note dated as of December 24, 2015 issued to The Bancorp Bank (the “Original Lender”) in the original
principal amount of $17,727,500.00 (the “Note”), the related loan agreement, dated as of December 24, 2015 by and between
Borrower and the Original Lender (the “Loan Agreement”) and other related agreements (together with the Note and the Loan
Agreement, the “Loan Documents”), constituted an event of default under the Loan Documents and alleging further that the
Lender has the right to foreclose or partially foreclose certain real and personal property that the Borrower had pledged as security
for the Note located in Douglas County, Colorado, known as the “Shea Center II” (the “Property”).
On
February 13, 2026, in connection with an ex parte motion brought by the Lender, the Borrower entered into a stipulation with the
Lender to appoint Trigild IVL (the “Receiver”) as receiver over the Property and for the entry of an Order for Appointment
of Receiver (the “Order”). Pursuant to the Order, the Borrower, and certain defendant parties, which include the Company
(the “Borrower Parties”) are enjoined and restrained from collecting any rents or fees from or incident to the Property and
from interfering with the Property. The Borrower Parties agreed to turn over to the Receiver all sums in existence as of the date of
entry of the Order that are related or pertain to, or are derived from, the Property. In addition, the Receiver shall have possession
of the Property and shall have full power and authority to operate, manage, and preserve the Property.
Monies received by the Receiver in connection
with the performance of its duties and responsibilities under the Order shall be applied as prescribed in the Order.
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:
February 18, 2026 |
|
|
