Presidio accepts 149,773 shares in preferred exchange
Settlement is expected on or about October 6, 2026, after which approximately 823,963 Series D preferred shares will remain outstanding.
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Rhea-AI Filing Summary
Presidio Property Trust, Inc. (SQFT) accepted all 149,773 shares of its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock validly tendered and not validly withdrawn in its exchange offer. The tendered shares represented approximately 15.4% of the 973,736 Series D shares outstanding as of October 2, 2026; the offer expired at 11:59 p.m. New York City time that day.
Participating holders will receive 5.5 newly issued Series A common shares per tendered preferred share, for approximately 823,753 common shares to be issued. Presidio expects settlement on or about October 6, 2026, after which approximately 823,963 Series D shares will remain outstanding. Certain directors and executive officers tendered shares and will receive common stock on the same terms as other participating holders.
8-K Event Classification
Key Figures
Key Terms
validly tendered and not validly withdrawn financial
exchange ratio financial
beneficial level financial
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Was the SQFT exchange offer contingent on a minimum tender or financing?
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
Registrant’s
telephone number, including area code:
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 | ||
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.
On October 5, 2026, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing the results of the Company’s previously announced offer to exchange any and all outstanding shares of its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock for 5.5 newly issued shares of its Series A Common Stock.
A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith:
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 5, 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: October 5, 2026 | ||
Exhibit 99.1
Presidio Property Trust Announces Expiration and Results of Exchange Offer for All Outstanding Shares of
its Series D Preferred Stock
San Diego, CA – October 5, 2026 – (NASDAQ: SQFT; SQFTP; SQFTW) Presidio Property Trust, Inc. (“Presidio” or the “Company”), an internally managed, diversified real estate investment trust, announced today that its previously announced exchange offer (the “Exchange Offer”) to exchange 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”) expired at 11:59 p.m., New York City time, on October 2, 2026 (the “Expiration Date”).
As
of the Expiration Date,
The Company will not issue fractional shares of Common Stock in the Exchange Offer. If any fractional share of Common Stock would otherwise be issuable to a participating holder upon the exchange of its shares of Series D Preferred Stock, the number of shares of Common Stock to be issued to that participating holder will be rounded up to the nearest whole number. The Company will not round up fractional shares at the beneficial level and will instead round up any such fractional shares at the participant level.
Broadridge Corporate Issuer Solutions, LLC acted as the information agent and the exchange agent in connection with the Exchange Offer.
The complete terms and conditions of the Exchange Offer are set forth in the Prospectus (as supplemented or amended from time to time, the “Prospectus”) that was filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company also filed with the SEC a Schedule TO (as supplemented or amended from time to time, the “Schedule TO”) containing additional information about the Company and the Exchange Offer. You may obtain free copies of the Prospectus, the Schedule TO, the registration statement and all other documents containing important information about Presidio and the Exchange Offer through the SEC’s website at www.sec.gov or by contacting the information agent, Broadridge Corporate Issuer Solutions, LLC, at shareholder@broadridge.com or 888-789-8409. You will not be charged for any of these documents that you request.
The Exchange Offer was not contingent upon any minimum number of shares of Series D Preferred Stock being tendered or any financing conditions. Certain of the Company’s directors and executive officers tendered their shares of Series D Preferred Stock in the Exchange Offer. These individuals will receive shares of Common Stock on the same terms (including the exchange ratio) as other tendering holders of Series D Preferred Stock.
The
Company’s Series D Preferred Stock and the Common Stock are listed on the Nasdaq Capital Market under the symbols “SQFTP”
and “SQFT,” respectively. As of October 2, 2026, a total of 973,736 shares of Series D Preferred Stock were outstanding.
Following the settlement of the Exchange Offer, approximately
About Presidio Property Trust
Presidio is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office, industrial, and retail properties. Presidio’s model homes are leased to homebuilders located primarily in the Sun Belt states. Presidio’s office, industrial, and retail properties are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. For more information on Presidio, please visit Presidio’s website at https://www.PresidioPT.com.
Cautionary Note Regarding Forward-Looking Statements
This press release 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 press release regarding the settlement of the Exchange Offer and the expected number of shares to be issued 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 communication 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 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 press release 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.
Investor Relations Contact:
Presidio Property Trust, Inc.
Lowell Hartkorn, Investor Relations
LHartkorn@presidiopt.com
Telephone: (760) 471-8536 x1244