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What changed in FRANKLIN STREET PROPERTIES CORP /MA/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FRANKLIN STREET PROPERTIES CORP /MA/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+233 added−270 removedSource: 10-K (2026-03-09) vs 10-K (2025-02-11)

Top changes in FRANKLIN STREET PROPERTIES CORP /MA/'s 2025 10-K

233 paragraphs added · 270 removed · 160 edited across 10 sections

Item 1. Business

Business — how the company describes what it does

40 edited+15 added−19 removed44 unchanged
Biggest changeIn 2022, we sold two office properties located in Broomfield, Colorado for aggregate gross sales proceeds of $102.5 million at a gain of $24.1 million and one office property located in Evanston, Illinois for gross sale proceeds of $27.8 million at a gain of $3.4 million. ​ Historically, we relied on the following general principles in selecting real properties for acquisition: ​ ● we sought to buy or develop investment properties at a price which produces value for investors and avoid overpaying for real estate merely to outbid competitors; ● we sought to buy or develop properties in excellent locations with substantial infrastructure in place around them and avoid investing in locations where the future construction of such infrastructure is speculative; and ● we sought to buy or develop properties that are well-constructed and designed to appeal to a broad base of users and avoid properties where quality has been sacrificed for cost savings in construction or which appeal only to a narrow group of users. ​ Generally, in managing real properties after acquisition, we rely on the following principles: ​ ● we aggressively manage, maintain and upgrade our properties and refuse to neglect or undercapitalize management, maintenance and capital improvement programs; and ● we believe that we have the ability to hold properties through down cycles because we generally do not have mortgage debt on the Company, which could place the properties at risk of foreclosure.
Biggest changeOn December 6, 2023, we sold an office property located in Miami, Florida for a gross sales price of $68.0 million at a loss of approximately $18.9 million. ​ Historically, we relied on the following general principles in selecting real properties for acquisition: ​ ● we sought to buy or develop investment properties at a price which produces value for investors and avoid overpaying for real estate merely to outbid competitors; 2 Table of Contents ● we sought to buy or develop properties in excellent locations with substantial infrastructure in place around them and avoid investing in locations where the future construction of such infrastructure is speculative; and ● we sought to buy or develop properties that are well-constructed and designed to appeal to a broad base of users and avoid properties where quality has been sacrificed for cost savings in construction or which appeal only to a narrow group of users. ​ Generally, in managing real properties after acquisition, we rely on the following principles: ​ ● we aggressively manage, maintain and upgrade our properties and refuse to neglect or undercapitalize management, maintenance and capital improvement programs; and ​ Strategic Review Process ​ In May 2025, we announced that our Board of Directors had initiated a review of strategic alternatives in order to explore ways to maximize shareholder value. ​ Throughout the strategic review process, the Board of Directors and management directed its financial advisors to evaluate a broad range of strategic alternatives, including: ​ • Portfolio-level transactions • Individual asset dispositions • Joint venture structures • Corporate-level transactions • Liquidation scenarios • Refinancing alternatives ​ During the period from the commencement of the strategic review process to the date of this Annual Report: ​ • Transaction volume across many of our primary submarkets remained historically low. • Where transactions occurred, activity was frequently concentrated in lender-controlled or distressed situations and at pricing levels not reflective of stabilized intrinsic valuations. • Institutional capital in the office sector remained highly selective nationally, primarily targeting trophy or newly delivered assets in select gateway markets, or deeply discounted properties in distress scenarios.
He is currently President of the Board of Trustees of Florida Studio Theater, a professional non-profit theater organization, and is a Director of All-Star Children’s Foundation, an organization engaged in creating a new paradigm for foster care. ​ Georgia Murray, age 74, has been a Director of FSP Corp. since April 2005 and Lead Independent Director since February 2014. Ms.
He is currently President of the Board of Trustees of Florida Studio Theater, a professional non-profit theater organization, and is a Director of All-Star Children’s Foundation, an organization engaged in creating a new paradigm for foster care. ​ Georgia Murray, age 75, has been a Director of FSP Corp. since April 2005 and Lead Independent Director since February 2014. Ms.
Donahue holds a Bachelor of Science in Business Administration degree from Bryant College. ​ Eriel Anchondo, age 47, is Executive Vice President and Chief Operating Officer of FSP Corp. and has held those positions since May 2016. Mr. Anchondo joined FSP Corp. in 2015 as Senior Vice President of Operations. Mr.
Donahue holds a Bachelor of Science in Business Administration degree from Bryant College. ​ Eriel Anchondo, age 48, is Executive Vice President and Chief Operating Officer of FSP Corp. and has held those positions since May 2016. Mr. Anchondo joined FSP Corp. in 2015 as Senior Vice President of Operations. Mr.
Carter, serves as Chief Executive Officer and Chairman of the Board of Directors of FSP Corp. and Mr. Carter’s brother, Jeffrey B. Carter, serves as President and Chief Investment Officer of FSP Corp. ​ John G. Demeritt, age 64, is Executive Vice President, Chief Financial Officer and Treasurer of FSP Corp. and has been Chief Financial Officer since March 2005.
Carter, serves as Chief Executive Officer and Chairman of the Board of Directors of FSP Corp. and Mr. Carter’s brother, Jeffrey B. Carter, serves as President and Chief Investment Officer of FSP Corp. ​ John G. Demeritt, age 65, is Executive Vice President, Chief Financial Officer and Treasurer of FSP Corp. and has been Chief Financial Officer since March 2005.
We are unable to estimate the full extent of the long-term impact that the COVID-19 pandemic will have on our future financial results at this time. See “Item 1A. Risk Factors” and “Item 7.
We are unable to estimate the full extent of the long-term impact that the COVID-19 pandemic has had and will have on our future financial results at this time. See “Item 1A. Risk Factors” and “Item 7.
Donahue, age 58, is Executive Vice President of FSP Corp. and President of FSP Property Management LLC and has held those positions since May 2016. Mr. Donahue is primarily responsible for the oversight of the management of all of the real estate assets of FSP Corp. and its affiliates. Mr.
Donahue, age 59, is Executive Vice President of FSP Corp. and President of FSP Property Management LLC and has held those positions since May 2016. Mr. Donahue is primarily responsible for the oversight of the management of all of the real estate assets of FSP Corp. and its affiliates. Mr.
Failure to qualify for even one taxable year could result in a significant reduction of our cash available for distribution to our stockholders or could require us to incur indebtedness or liquidate investments in order to generate sufficient funds to pay the resulting federal income tax liabilities. ​ See “Item 1A. Risk Factors” and “Item 7.
Failure to qualify for even one taxable year could result in a significant reduction of our cash available for distribution to our stockholders or could require us to incur indebtedness or liquidate investments in order to generate sufficient funds to pay the resulting federal income tax liabilities. 4 Table of Contents ​ See “Item 1A. Risk Factors” and “Item 7.
Carter, serves as Executive Vice President, General Counsel and Secretary of FSP Corp. ​ Scott H. Carter, age 53, is Executive Vice President, General Counsel and Secretary of FSP Corp. Mr. Carter has served as General Counsel since February 2008. Mr. Carter joined FSP Corp. in October 2005 as Senior Vice President and In-house Counsel. Mr.
Carter, serves as Executive Vice President, General Counsel and Secretary of FSP Corp. ​ Scott H. Carter, age 54, is Executive Vice President, General Counsel and Secretary of FSP Corp. Mr. Carter has served as General Counsel since February 2008. Mr. Carter joined FSP Corp. in October 2005 as Senior Vice President and In-house Counsel. Mr.
Carter served as Managing Director in charge of marketing at First Winthrop Corporation, a national real estate and investment banking firm headquartered in Boston, Massachusetts. Prior to that, he held a number of positions in the brokerage industry including those with Merrill Lynch & Co. and Loeb Rhodes & Co. Mr.
Carter served as Managing Director in charge of marketing at First Winthrop Corporation, a national real estate and investment banking firm headquartered in Boston, Massachusetts. Prior to that, he 5 Table of Contents held a number of positions in the brokerage industry including those with Merrill Lynch & Co. and Loeb Rhodes & Co. Mr.
Carter is a graduate of the University of Miami (B.S.). ​ John N. Burke, age 63, has been a Director of FSP Corp. since 2004 and Chair of the Audit Committee since June 2004. Mr.
Carter is a graduate of the University of Miami (B.S.). ​ John N. Burke, age 64, has been a Director of FSP Corp. since 2004 and Chair of the Audit Committee since June 2004. Mr.
Carter, age 76, is Chief Executive Officer and has been Chairman of the Board of Directors of FSP Corp. since 2002. Mr. Carter also was the President of FSP Corp. from 2002 to May 2016. Mr.
Carter, age 77, is Chief Executive Officer and has been Chairman of the Board of Directors of FSP Corp. since 2002. Mr. Carter also was the President of FSP Corp. from 2002 to May 2016. Mr.
Our employees are compensated without regard to gender, race and ethnicity, and our compensation program is designed to attract and retain talent. ​ Available Information ​ We make available, free of charge through our website http://www.fspreit.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission, or SEC. ​ We will voluntarily provide paper copies of our filings and code of ethics upon written request received at the address on the cover of this Annual Report on Form 10-K, free of charge. ​ 4 Table of Contents Information about our Directors ​ The following table sets forth the names, ages and positions of all our directors as of February 7, 2025. ​ ​ ​ ​ ​ ​ ​ Name Age Position George J.
Our employees are compensated without regard to gender, race and ethnicity, and our compensation program is designed to attract and retain talent. ​ Available Information ​ We make available, free of charge through our website http://www.fspreit.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission, or SEC. ​ We will voluntarily provide paper copies of our filings and code of ethics upon written request received at the address on the cover of this Annual Report on Form 10-K, free of charge. ​ Information about our Directors ​ The following table sets forth the names, ages and positions of all our directors as of March 5, 2026. ​ ​ ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position George J.
(1) (2) (5) ​ 77 ​ Director ​ (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee (4) Chair of the Audit Committee (5) Chair of the Compensation Committee (6) Chair of the Nominating and Corporate Governance Committee (7) Lead Independent Director ​ George J.
(1) (2) (5) ​ 78 ​ Director ​ (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee (4) Chair of the Audit Committee (5) Chair of the Compensation Committee (6) Chair of the Nominating and Corporate Governance Committee (7) Lead Independent Director ​ George J.
Burke was an Audit Partner in the Boston office of BDO USA, LLP. Mr. Burke is a member of the American Institute of Certified Public Accountants and the Massachusetts Society of CPAs. Mr. Burke earned an M.S. in Taxation and studied undergraduate accounting at Bentley University. ​ Brian N.
Burke was an Audit Partner in the Boston office of BDO USA, LLP. Mr. Burke is a member of the American Institute of Certified Public Accountants and the Massachusetts Society of CPAs. Mr. Burke earned an M.S. in Taxation and studied undergraduate accounting at Bentley University. ​ Dennis J.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. ​ Human Capital ​ We had 28 employees as of both February 7, 2025 and December 31, 2024. Women represent 46.4% of our employees, of which 38.5% hold management level/leadership roles.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. ​ Human Capital ​ We had 28 employees as of both March 5, 2026 and December 31, 2025. Women represent 46.4% of our employees, of which 38.5% hold management level/leadership roles.
Wilkins holds a M.B.A. degree from the Harvard Graduate School of Business Administration and a Bachelor of Arts degree from Morehouse College. 6 Table of Contents ​ Information about our Executive Officers ​ The following table sets forth the names, ages and positions of all our executive officers as of February 7, 2025. ​ ​ ​ ​ ​ ​ Name Age Position George J.
Wilkins holds a M.B.A. 6 Table of Contents degree from the Harvard Graduate School of Business Administration and a Bachelor of Arts degree from Morehouse College. ​ Information about our Executive Officers ​ The following table sets forth the names, ages and positions of all our executive officers as of March 5, 2026. ​ ​ ​ ​ ​ ​ Name ​ ​ ​ Age ​ ​ ​ Position George J.
She is a past Trustee of the Urban Land Institute and a past President of the Multifamily Housing Institute. Ms. Murray previously served on the Board of Directors of Capital Crossing Bank. She also serves on the boards of numerous non-profit entities. Ms. Murray is a graduate of Newton College. ​ Bruce J.
She is a past Trustee of the Urban Land Institute and a past President of the Multifamily Housing Institute. Ms. Murray previously served on the Board of Directors of Capital Crossing Bank. She also serves on the boards of numerous non-profit entities. Ms.
We expect that we will continue to derive real estate revenue from owned properties and the Sponsored REIT fees from asset management, property management and investor services. We may also acquire additional real properties. ​ As a result, from time to time, as market conditions warrant, we expect to sell properties owned by us.
We expect that we will continue to derive real estate revenue from owned properties and property management services. We may also acquire additional real properties. ​ As a result, from time to time, as market conditions warrant, we expect to sell properties owned by us.
Donahue 58 Executive Vice President Eriel Anchondo 47 Executive Vice President and Chief Operating Officer (1) Information about George J. Carter is set forth above. See “Directors of FSP Corp.” ​ Jeffrey B. Carter, age 53, is President and Chief Investment Officer of FSP Corp. Mr.
Donahue 59 Executive Vice President Eriel Anchondo 48 Executive Vice President and Chief Operating Officer (1) Information about George J. Carter is set forth above. See “Directors of FSP Corp.” ​ Jeffrey B. Carter, age 54, is President and Chief Investment Officer of FSP Corp. Mr.
The principal revenue sources for our real estate operations include rental income from real estate leasing, property dispositions and fee income from asset/property management and development. ​ We invest in infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets.
The principal revenue sources for our real estate operations include rental income from real estate leasing, property dispositions and fee income from asset/property management and development. ​ Our current strategy is to focus on infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets.
Compliance with ADA requirements might require, among other things, removal of access barriers. 3 Table of Contents Noncompliance with such requirements could result in the imposition of fines by the U.S. government or an award of damages to private litigants. ​ In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties.
Noncompliance with such requirements could result in the imposition of fines by the U.S. government or an award of damages to private litigants. ​ In addition, we are required to operate our properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties.
Carter (1) 76 Chief Executive Officer and Chairman of the Board Jeffrey B. Carter 53 President and Chief Investment Officer Scott H. Carter 53 Executive Vice President, General Counsel and Secretary John G. Demeritt 64 Executive Vice President, Chief Financial Officer and Treasurer John F.
Carter (1) 77 Chief Executive Officer and Chairman of the Board Jeffrey B. Carter 54 President and Chief Investment Officer Scott H. Carter 54 Executive Vice President, General Counsel and Secretary John G. Demeritt 65 Executive Vice President, Chief Financial Officer and Treasurer John F.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. ​ Investment Objectives ​ Our investment objectives are to increase shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties and increase the cash available for distribution in the form of dividends to our stockholders.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. ​ Investment Objectives ​ Our investment objectives are to increase shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties.
Wilkins served with Hammond Associates/Mercer Investment Consulting as a senior investment consultant to institutional clients. From 1976 to 1986 and from 1989 to 1997, Mr.
Louis, Missouri, from 1997 to 2024. Concurrently, from 2003 to 2015, Mr. Wilkins served with Hammond Associates/Mercer Investment Consulting as a senior investment consultant to institutional clients. From 1976 to 1986 and from 1989 to 1997, Mr.
The impact of the COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results, such as the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, fluctuations in our level of dividends, increased costs of operations, making more difficult our ability to complete required capital expenditures in a timely manner and on budget, decreases in values of our real estate assets, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.
The impact of the COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results, such as the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, decreases in values of our real estate assets, and uncertainty regarding government and regulatory policy.
The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to persons with disabilities.
The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to persons with disabilities. Compliance with ADA requirements might require, among other things, removal of access barriers.
We believe that the United States sunbelt and mountain west regions have macro-economic drivers that have the potential to increase occupancies and rents. We seek value-oriented investments with an eye towards long-term growth and appreciation, as well as current income. ​ Previously we also operated in an investment banking segment, which was discontinued in December 2011.
We believe that the United States sunbelt and mountain west regions have macro-economic drivers that have the potential to increase occupancies and rents. We are focused on long-term growth and appreciation. ​ Previously we also operated in an investment banking segment, which was discontinued in December 2011.
On October 23, 2024, we sold an office property located in Atlanta, Georgia for a gross sales price of $34.0 million at a loss of $27.2 million. On March 10, 2023, we sold an office property located in Elk Grove, Illinois for a gross sales price of $29.1 million, at a gain of approximately $8.4 million.
On March 10, 2023, we sold an office property located in Elk Grove, Illinois for a gross sales price of $29.1 million, at a gain of approximately $8.4 million. On August 9, 2023, we sold a property in Charlotte, North Carolina for a gross sales price of $9.2 million at a loss of $0.8 million.
On August 9, 2023, we sold a property in Charlotte, North Carolina for a gross sales price of $9.2 million at a loss of $0.8 million. On 2 Table of Contents October 26, 2023, we sold an office property located in Plano, Texas for a gross sales price of $48 million at a gain of $10.6 million.
On October 26, 2023, we sold an office property located in Plano, Texas for a gross sales price of $48 million at a gain of $10.6 million.
On January 26, 2024, we sold an office property located in Richardson, Texas for a gross sales price of $35.0 million, at a loss of approximately $2.1 million. On July 8, 2024, we sold a property in Glen Allen, Virginia for a gross sales price of $31.0 million at a loss of $13.2 million.
On July 8, 2024, we sold a property in Glen Allen, Virginia for a gross sales price of $31.0 million, at a loss of $13.2 million. On October 23, 2024, we sold an office property located in Atlanta, Georgia for a gross sales price of $34.0 million at a loss of $27.2 million.
Proceeds from dispositions are intended to be used primarily for the repayment of debt. ​ Although our property portfolio is focused on properties in the central business districts of Dallas, Denver, Houston and Minneapolis, we may acquire, and have acquired, real properties in any geographic area of the United States and of any property type.
We expect that we will continue to derive real estate revenue from owned properties. ​ Although our property portfolio is focused on properties in the central business districts of Dallas, Denver, Houston and Minneapolis, we may acquire, and have acquired in the past, real properties in any geographic area of the United States and of any property type.
Our efforts have been awarded recognition from various third party review entities, such as GRESB, ENERGY STAR and LEED. ​ Long-Term Impact of COVID-19 Pandemic ​ Considerable uncertainty still surrounds the long-term impact of the COVID-19 pandemic and its potential effects on the population, including the spread of more contagious variants of the virus, and on the commercial real estate market and our business.
Our efforts have been awarded recognition from various third party review entities, such as GRESB, ENERGY STAR and LEED. ​ Long-Term Impact of COVID-19 Pandemic ​ Uncertainty still surrounds the long-term impact of the COVID-19 pandemic on the commercial real estate market and our business. Many of our tenants still do not fully occupy the space that they lease.
The Sponsored REIT was consolidated in our financial statements effective January 1, 2023. We refer to these 15 properties as our owned and consolidated properties. We derive rental revenue from income paid to us by tenants of these properties. See Item 2 of this Annual Report on Form 10-K for more information about our properties.
We derive rental revenue from income paid to us by tenants of these properties. See Item 2 of this Annual Report on Form 10-K for more information about our properties.
We may also pursue on a selective basis the sale of our properties to take advantage of the value creation and demand for our properties, or for geographic or property specific reasons. ​ Real Estate ​ As of December 31, 2024, we owned and operated a portfolio of real estate consisting of 14 properties, which we refer to as our owned properties, and a non-controlling common stock interest in the corporation that is the sole member of FSP Monument Circle LLC, which was organized to operate as a real estate investment trust and which we refer to as the Sponsored REIT or Monument Circle.
We may also pursue on a selective basis the sale of our properties to take advantage of the value creation and demand for our properties, or for geographic or property specific reasons. ​ Real Estate ​ As of December 31, 2025, we owned and operated a portfolio of real estate consisting of 14 properties, which we refer to as our owned properties.
Wilkins, Jr., age 77, has been a Director of FSP Corp. since February 2022 and Chair of the Compensation Committee since January 2025. Mr. Wilkins served as an investment advisor with RBF Wealth Advisors in St. Louis, Missouri, from 1997 to 2024. Concurrently, from 2003 to 2015, Mr.
Bitterman has a BBA with high distinction from the Stephen M. Ross School of Business at the University of Michigan. ​ Milton P. Wilkins, Jr., age 78, has been a Director of FSP Corp. since 2022 and Chair of the Compensation Committee since January 2025. Mr. Wilkins served as an investment advisor with RBF Wealth Advisors in St.
(Summa Cum Laude) from Amherst College, where he was elected to Phi Beta Kappa. ​ Dennis J. McGillicuddy, age 83, has been a Director of FSP Corp. since May 2002. Mr. McGillicuddy graduated from the University of Florida with a B.A. degree and from the University of Florida Law School with a J.D. degree. In 1968, Mr.
McGillicuddy, age 84, has been a Director of FSP Corp. since 2002 and Chair of the Nominating and Corporate Governance Committee since May 2025. Mr. McGillicuddy graduated from the University of Florida with a B.A. degree and from the University of Florida Law School with a J.D. degree. In 1968, Mr.
Our 15 owned and consolidated office properties are located in four different states as of December 31, 2024. See Item 2 of this Annual Report on Form 10-K for more information about our properties.
Our 14 owned office properties are located in three different states as of December 31, 2025. See Item 2 of this Annual Report on Form 10-K for more information about our properties. Our investment objectives are to create shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties.
Neither FSP Investments LLC nor FSP Property Management LLC receives any rental income. ​ 1 Table of Contents Sustainability ​ As an owner of commercial real estate, a sector with significant environmental, social and governance, or ESG, impact, we strive to maximize shareholder value through the prudent application of sound ESG strategies.
The 1 Table of Contents property held by the Sponsored REIT was sold on June 6, 2025 and Monument Circle and the corporation that had been its sole member were dissolved on December 9, 2025. ​ Sustainability ​ As an owner of commercial real estate, a sector with significant environmental, social and governance, or ESG, impact, we strive to maximize shareholder value through the prudent application of sound ESG strategies.
On December 6, 2023, we sold an office property located in Miami, Florida for a gross sales price of $68.0 million at a loss of approximately $18.9 million.
On June 6, 2025, we sold an office property located in Indianapolis, Indiana for a gross sale price of $6 million, at a loss of $12.9 million. On January 26, 2024, we sold an office property located in Richardson, Texas for a gross sales price of $35.0 million, at a loss of approximately $2.1 million.
Carter 76 Chief Executive Officer and Chairman of the Board ​ John N. Burke (1) (2) (3) (4) 63 Director ​ Brian N. Hansen (3) 53 Director ​ Kenneth Hoxsie (1) (3) (6) ​ 74 ​ Director ​ Dennis J.
Carter 77 Chief Executive Officer and Chairman of the Board ​ John N. Burke (1) (2) (3) (4) 64 Director ​ Dennis J. McGillicuddy (1) (3) (6) 84 Director ​ Georgia Murray (2) (3) (7) 75 Director ​ Jennifer Bitterman (1) (2) ​ 42 ​ Director ​ Milton P. Wilkins, Jr.
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Many of our tenants still do not fully occupy the space that they lease.
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Neither FSP Investments LLC nor FSP Property Management LLC receives any rental income. ​ We had a non-controlling common stock interest in the corporation that was the sole member of FSP Monument Circle LLC, which we refer to as the Sponsored REIT or Monument Circle.
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We expect that we will continue to derive real estate revenue from owned properties. ​ We continue to believe that the current price of our common stock does not accurately reflect the intrinsic value of our underlying real estate assets and we will seek to increase shareholder value by (1) pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease vacant space.
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The Sponsored REIT was organized to operate as a real estate investment trust and was consolidated in our financial statements effective January 1, 2023.
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As we continue to execute our strategy of select property dispositions and striving to lease vacant space, our revenue, Funds From Operations, and capital expenditures may decrease.
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As a result, reported transaction pricing may be influenced by a limited number of transactions that are not necessarily reflective of actual achievable values on our assets. • Lending liquidity for office assets in similar markets and with comparable occupancy profiles and lease maturities has been significantly constrained relative to historical norms, further limiting the ability to execute transactions at pricing levels consistent with long-term asset values. ​ On February 26, 2026, we closed a $320 million secured credit facility with an affiliate of TPG Credit.
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Our investment objectives are to create shareholder value by increasing revenue from rental, dividend, interest and fee income and net gains from sales of properties and increase the cash available for distribution in the form of dividends to our stockholders.
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We repaid in full all of our then outstanding approximately $249 million aggregate principal amount of indebtedness with borrowings under the facility. The facility has an original stated maturity of February 26, 2029, subject to potential extension of up to one year at our option, subject to certain conditions.
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As of February 7, 2025, none of our owned properties were subject to mortgage debt. ​ Competition ​ With respect to our real estate investments, we face competition in each of the markets where our properties are located.
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The facility includes up to $45 million of delayed draw term loans, which, subject to certain conditions, may be used to fund tenant improvements, leasing commissions, building improvements and other uses approved by the lender.
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McGillicuddy (1) 83 Director ​ Georgia Murray (1) (2) (7) 74 Director ​ Bruce Schanzer (1) ​ 56 ​ Director ​ Milton P. Wilkins, Jr.
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See Note 12, Subsequent Events, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information on the facility. ​ We continue to believe that the intrinsic value of our real estate portfolio exceeds our current public market valuation.
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Hansen, age 53, has been a Director of FSP Corp. since 2012. Since 2007, Mr. Hansen has served as President and Chief Operating Officer of Confluence Investment Management LLC, a St. Louis based Registered Investment Advisor. Prior to founding Confluence in 2007, Mr. Hansen served as a Managing Director in A.G. Edwards’ Financial Institutions & Real Estate Investment Banking practice.
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However, our ability to realize that value is dependent upon transaction and financing liquidity in the relevant capital markets and property submarkets, including for assets of similar quality, occupancy levels, and weighted average lease terms.
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While at A.G. Edwards, Mr. Hansen advised a wide variety of Real Estate Investment Trusts on numerous capital markets transactions, including public and private offerings of debt and equity securities as well as the analysis of various merger & acquisition opportunities. Prior to joining A.G. Edwards, Mr.
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Based on market evidence, transaction comparables, and discussions with potential counterparties, we, in consultation with our professional advisors, have determined that, to date, market conditions have not been supportive of transactions at pricing levels that would reasonably reflect the intrinsic value of our assets.
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Hansen served as a Manager in Arthur Andersen LLP’s Audit & Business Advisory practice. Mr. Hansen has served on the boards of a number of non-profit entities and currently serves on the Finance Council and as the Investment Committee Chair of the Archdiocese of St. Louis. Mr.
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Accordingly, we believe that 3 Table of Contents pursuing asset sales or liquidation under such market conditions would likely not maximize value for our shareholders.
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Hansen earned his M.B.A. from the Kellogg School 5 Table of Contents of Management at Northwestern University and his Bachelor of Science in Commerce from DePaul University. Mr. Hansen is a Certified Public Accountant. ​ Kenneth A.
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We believe that current transaction activity in many office markets continues to reflect limited capital availability and highly selective buyer demand rather than the underlying long-term value of institutional quality assets. ​ Our review of potential strategic alternatives remains ongoing and continues to include evaluation of a range of alternatives, including asset sales. ​ Competition ​ With respect to our real estate investments, we face competition in each of the markets where our properties are located.
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Hoxsie, age 74, has been a Director of FSP Corp. since January 2016 and Chair of the Nominating and Corporate Governance Committee since February 2021. Mr. Hoxsie was a Partner at the international law firm of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) until his retirement in December 2015.
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Murray is a graduate of Newton College. ​ Jennifer Bitterman, age 42, has been a Director of FSP Corp. since October 2025. Ms.
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He joined Hale and Dorr (the predecessor of WilmerHale) in 1981, subsequently worked at Copley Real Estate Advisors, an institutional real estate investment advisory firm, and rejoined Hale and Dorr in 1994. Mr.
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Bitterman has served as the Chief Financial Officer at GSA Group, a global leader in real estate asset and funds management in the student housing sector, since June 2025 and on the Executive Leadership Team of The Dot Group, a global leader in student living, since June 2025. Ms.
Removed
Hoxsie has over 30 years’ experience in real estate capital markets transactions, fund formation, public company counseling and mergers and acquisitions and has advised the Company since its formation in 1997. Mr. Hoxsie earned his J.D. (Cum Laude) from Harvard Law School, his M.A. from Harvard University and his B.A.
Added
Bitterman has two decades of experience spanning asset management, transaction, capital markets and compliance. Before joining GSA Group, Ms. Bitterman was Chief Financial Officer at Andover Properties, one of the largest private owner-operators of self-storage facilities in the United States, from July 2023 to May 2025. Prior to Andover Properties, Ms.
Removed
Schanzer, age 56, has been a Director of FSP Corp. since November 2024. Mr. Schanzer is Chairman and Chief Investment Officer of Erez Asset Management, a fund manager focused on investment opportunities in small market cap REITs. Prior to forming Erez Asset Management in August 2022, Mr.
Added
Bitterman worked for over a decade at Cedar Realty Trust, a NYSE publicly traded real estate investment trust, where she held various positions, including the position of Chief Financial Officer. Prior to Cedar Realty Trust, Ms. Bitterman held roles at Morgan Stanley within its Asset Management Team, Credit Suisse covering equity REITs and at PwC. Ms.
Removed
Schanzer was President, Chief Executive Officer and a director of Cedar Realty Trust (NYSE: CDR), a real estate investment trust focused on the ownership, operation and redevelopment of shopping centers in the Washington, D.C. to Boston corridor, from June 2011 to August 2022.
Added
Bitterman also serves as an Advisory Board Member for the Weiser Center for Real Estate at the Stephen M. Ross School of Business at the University of Michigan and at the Cold Spring Harbor Laboratory. Ms. Bitterman previously served on the Board and was Audit Committee Chairperson of the Dreamscape Companies. Ms.
Removed
Before joining Cedar in 2011, he was a managing director in the real estate investment banking group at Goldman Sachs & Co and prior thereto a vice president at Merrill Lynch. Before working on Wall Street, Bruce worked as a real estate attorney in New York.
Removed
He received an M.B.A. in finance and accounting from the University of Chicago (now known as the Booth School of Business); a J.D. from Benjamin N.
Removed
Cardozo School of Law, where he served as a member of the Law Review; and a B.A. from Yeshiva College, where he is currently a member of the board of trustees of Sym Schools of Business.
Removed
He is also presently a member of the board of trustees of SAR Academy in Riverdale, NY and the board of advisors of New York Medical College. Mr. Schanzer previously served as a member of the board of governors of the National Association of Real Estate Investment Trusts. ​ Milton P.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

29 edited+19 added−29 removed52 unchanged
Biggest changeRisk Factors ​ The following material factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by management from time-to-time. ​ Risks Related to our Indebtedness ​ If our one remaining Sponsored REIT defaults on its Sponsored REIT Loan, we may be required to keep balances outstanding on our existing debt, seek new debt or use our cash balance to repay our existing debt, which may reduce cash available for distribution to our stockholders or for other corporate purposes. ​ We have one remaining secured loan to a Sponsored REIT in the form of a mortgage loan, which we refer to as the Sponsored REIT Loan.
Biggest changeRisk Factors ​ The following material factors, among others, could cause actual results to differ materially from those indicated by forward-looking statements made in this Annual Report on Form 10-K and presented elsewhere by management from time-to-time. ​ Risks Related to our Operations and Properties ​ The long-term impact of the COVID-19 pandemic may continue to have an adverse impact on our financial condition and results of operations.
In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in the owner incurring substantial liabilities as a result of a claim by a private party for personal injury or a claim by an adjacent property owner for property damage. ​ 14 Table of Contents In addition, we cannot assure you that: ​ ● future laws, ordinances or regulations will not impose any material environmental liability; ● the current environmental conditions of our properties will not be affected by the condition of properties in the vicinity of such properties (such as the presence of leaking underground storage tanks) or by third parties unrelated to us; ● tenants will not violate their leases by introducing hazardous or toxic substances into our properties that could expose us to liability under federal or state environmental laws; or ● environmental conditions, such as the growth of bacteria and toxic mold in heating and ventilation systems or on walls, will not occur at our properties and pose a threat to human health. ​ We are subject to compliance with the Americans With Disabilities Act and fire and safety regulations, any of which could require us to make significant capital expenditures. ​ All of our properties are required to comply with the Americans With Disabilities Act, or ADA, and the regulations, rules and orders that may be issued thereunder.
In addition to claims for cleanup costs, the presence of hazardous substances on a property could result in the owner incurring substantial liabilities as a result of a claim by a private party for personal injury or a claim by an adjacent property owner for property damage. ​ In addition, we cannot assure you that: ​ ● future laws, ordinances or regulations will not impose any material environmental liability; ● the current environmental conditions of our properties will not be affected by the condition of properties in the vicinity of such properties (such as the presence of leaking underground storage tanks) or by third parties unrelated to us; ● tenants will not violate their leases by introducing hazardous or toxic substances into our properties that could expose us to liability under federal or state environmental laws; or 13 Table of Contents ● environmental conditions, such as the growth of bacteria and toxic mold in heating and ventilation systems or on walls, will not occur at our properties and pose a threat to human health. ​ We are subject to compliance with the Americans With Disabilities Act and fire and safety regulations, any of which could require us to make significant capital expenditures. ​ All of our properties are required to comply with the Americans With Disabilities Act, or ADA, and the regulations, rules and orders that may be issued thereunder.
Because economic conditions directly affect the demand for office space, our primary income producing asset, broad economic market conditions in the United States, including uncertainty over interest rates, slower growth, stock market volatility or recession fears, could have a material adverse effect on our earnings and financial condition.
Because economic conditions directly affect the demand for office space, our primary income producing asset, broad economic market conditions in the United States, including uncertainty over interest rates, inflation, tariffs, slower growth, stock market volatility or recession fears, could have a material adverse effect on our earnings and financial condition.
For example, on December 21, 2020, the parent company of a tenant that leases approximately 130,000 square feet filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, resulting in a writeoff charge of $3.1 million.
For example, on December 21, 2020, the parent company of a tenant that leased approximately 130,000 square feet filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, resulting in a writeoff charge of $3.1 million.
Moreover, if one or more of the target REITs that we acquired in May 2008, April 2006, April 2005 or June 2003 did not qualify as a REIT immediately prior to the consummation of its acquisition, we could be disqualified as a REIT as a result of such acquisition. ​ 16 Table of Contents If in any taxable year we do not qualify as a REIT, we would be taxed as a corporation and distributions to our stockholders would not be deductible by us in computing our taxable income.
Moreover, if one or more of the target REITs that we acquired in May 2008, April 2006, April 2005 or June 2003 did not qualify as a REIT immediately prior to the consummation of its acquisition, we could be disqualified as a REIT as a result of such acquisition. ​ If in any taxable year we do not qualify as a REIT, we would be taxed as a corporation and distributions to our stockholders would not be deductible by us in computing our taxable income.
For example, on December 21, 2020, the parent company of a tenant that leases approximately 130,000 square feet filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, resulting in a write-off charge of $3.1 million. ​ New acquisitions may fail to perform as expected. ​ We may fund acquisitions of new properties, if any, with cash, by assuming existing indebtedness, by entering into new indebtedness, by issuing debt securities, by issuing shares of our stock or by other means.
For example, in December 2020, the parent company of a tenant that leased approximately 130,000 square feet filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code, resulting in a write-off charge of $3.1 million. ​ New acquisitions may fail to perform as expected. ​ We may fund acquisitions of new properties, if any, with cash, by assuming existing indebtedness, by entering into new indebtedness, by issuing debt securities, by issuing shares of our stock or by other means.
While we cannot predict when existing vacant space in properties will be leased, if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases 12 Table of Contents at current market rates for locations in which the buildings are located, which in some cases may be below the expiring rates.
While we cannot predict when existing vacant space in properties will be leased, if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases at current market rates for locations in which the buildings are located, which in some cases may be below the expiring rates.
The extent to which we are affected by competition will depend in significant part on both local market conditions and national and global economic conditions. ​ We face possible risks associated with the physical effects of climate change. ​ The physical effects of climate change could have a material adverse effect on our properties, operations and business.
The extent to which we are affected by competition will depend in significant part on both local market conditions and national and global economic conditions. ​ 11 Table of Contents We face possible risks associated with the physical effects of climate change. ​ The physical effects of climate change could have a material adverse effect on our properties, operations and business.
We could lose our ability to so qualify for a variety of reasons relating to the nature of the assets acquired from the target REITs, the identity of the stockholders of the target REITs who become our stockholders or the failure of one or more of the target REITs to have previously qualified as a REIT.
We could lose our ability to so qualify for a variety of reasons relating to the nature of the assets acquired from the target REITs, the identity of the stockholders of the target REITs who become our stockholders or the failure of one or more of the target 15 Table of Contents REITs to have previously qualified as a REIT.
Donahue, our President of FSP Property Management LLC and an Executive Vice President; and Eriel Anchondo, our Chief Operating Officer and an Executive Vice President. If any of our executive officers were to resign, our operations could be adversely affected.
Donahue, our President of FSP Property Management LLC and an Executive Vice President; and Eriel 9 Table of Contents Anchondo, our Chief Operating Officer and an Executive Vice President. If any of our executive officers were to resign, our operations could be adversely affected.
Over time, the physical effects of climate change could result in declining demand for office space in our buildings or our inability to operate the buildings at all. 13 Table of Contents ​ Security breaches and other disruptions could compromise our information and expose us to liability, which could cause our business and reputation to suffer. ​ In the ordinary course of our business, we collect and store sensitive data concerning investors in the Sponsored REIT, tenants and vendors.
Over time, the physical effects of climate change could result in declining demand for office space in our buildings or our inability to operate the buildings at all. ​ Security breaches and other disruptions could compromise our information and expose us to liability, which could cause our business and reputation to suffer. ​ In the ordinary course of our business, we collect and store sensitive data concerning tenants and vendors.
Typical lease terms range from five to ten years, so up to approximately 20% of our rental revenue from commercial properties could be expected to expire each year. ​ We face risks of tenant-type concentration. ​ As of December 31, 2024, approximately 25% of our tenants as a percentage of the total rentable square feet operated in the energy services industry.
Typical lease terms range from five to ten years, so up to approximately 20% of our rental revenue from commercial properties could be expected to expire each year. ​ We face risks of tenant-type concentration. ​ As of December 31, 2025, approximately 25% and 10% of our tenants as a percentage of the total rentable square feet operated in the energy services industry and the professional services industry, respectively.
In addition, environmental and tax laws, interest rate levels, the availability of financing and other factors may affect real estate values and property income.
In addition, environmental and tax laws, interest rate levels, 10 Table of Contents the availability of financing and other factors may affect real estate values and property income.
An economic downturn in these or any industry in which a high concentration of our tenants operate or in which a significant number of our tenants currently or may in the future operate, could negatively impact the financial condition of such tenants and cause them to fail to make timely rental payments or default on lease obligations, fail to renew their leases or renew their leases on terms less favorable to us, become bankrupt or insolvent, or otherwise become unable to satisfy their obligations to us, which could adversely affect our financial condition and results of operations. ​ We face risks from geographic concentration. ​ The properties in our portfolio as of December 31, 2024, by aggregate square footage, are distributed geographically as follows: West — 42.6%, South — 38.0% and Midwest — 19.4%.
An economic downturn in these or any industry in which a high concentration of our tenants operate or in which a significant number of our tenants currently or may in the future operate, could negatively impact the financial condition of such tenants and cause them to fail to make timely rental payments or default on lease obligations, fail to renew their leases or renew their leases on terms less favorable to us, become bankrupt or insolvent, or otherwise become unable to satisfy their obligations to us, which could adversely affect our financial condition and results of operations. ​ We face risks from geographic concentration. ​ The properties in our portfolio as of December 31, 2025, by aggregate square footage, are distributed geographically as follows: West — 44.5%, South — 39.7% and Midwest — 15.8%.
Future economic factors also may negatively affect the demand for office space, real estate values, occupancy levels and property income. ​ If we are not able to collect sufficient rents from each of our owned real properties or collect interest on the Sponsored REIT Loan, we may suffer significant operating losses or a reduction in cash available for future dividends. ​ A substantial portion of our revenue is generated by the rental income of our real properties.
Future economic factors also may negatively affect the demand for office space, real estate values, occupancy levels and property income. ​ If we are not able to collect sufficient rents from each of our owned real properties, we may suffer significant operating losses. ​ A substantial portion of our revenue is generated by the rental income of our real properties.
Moreover, if we are forced to sell or lease the real property held by us below its initial purchase price or its carrying costs, respectively, or if we are forced to lease real property at below market rates because of the condition of the property or general economic or local market conditions, our results of operations would be adversely affected and such negative results of operations may result in lower dividends being paid to holders of our common stock. ​ Further issuances of equity securities may be dilutive to current stockholders. ​ The interests of our existing stockholders could be diluted if we issue additional equity securities to finance future acquisitions, repay indebtedness or to fund other general corporate purposes.
Moreover, if we are forced to sell or lease the real property held by us below its initial purchase price or its carrying costs, respectively, or if we are forced to lease real property at below market rates because of the condition of the property or general economic or local market conditions, our results of operations would be adversely affected. ​ 14 Table of Contents Further issuances of equity securities may be dilutive to current stockholders. ​ The interests of our existing stockholders could be diluted if we issue additional equity securities to finance future acquisitions, repay indebtedness or to fund other general corporate purposes.
As we execute this strategy, our revenue, Funds From Operations, and capital expenditures may decrease in the short term. Proceeds from dispositions are intended to be used primarily for the repayment of debt.
As we execute this strategy, our revenue, Funds From Operations, and capital expenditures may decrease in the short term. Under the Credit Agreement, certain proceeds from dispositions are required to be used for the repayment of debt.
However, within certain of those regions, we hold a larger concentration of our properties in Denver, Colorado — 42.6%, Houston, Texas — 23.7%, Minneapolis, Minnesota — 15.1%, and Dallas, Texas — 14.3%. We are likely to face risks to the extent that any of these areas in which we hold a larger concentration of our properties suffer deteriorating economic conditions.
However, within certain of those regions, we hold a larger concentration of our properties in Denver, Colorado — 44.5%, Houston, Texas — 24.8%, Minneapolis, Minnesota — 15.8%, and Dallas, Texas — 14.9%. We are likely to face risks to the extent that any of these areas in which we hold a larger concentration of our properties suffer deteriorating economic conditions.
Any ongoing negative impacts from the COVID-19 pandemic could adversely affect us and/or our tenants due to, among other factors: the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on 10 Table of Contents favorable terms, fluctuations in our level of dividends, increased costs of operations, making more difficult our ability to complete required capital expenditures in a timely manner and on budget, decreases in values of our real estate assets, changes in law and/or regulation, and uncertainty regarding government and regulatory policy. ​ Some of our existing tenants and potential tenants operate in businesses and industries that continue to be adversely affected by the continuing disruption to business as a result of the COVID-19 pandemic.
Any ongoing negative impacts from the COVID-19 pandemic could adversely affect us and/or our tenants due to, among other factors: the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, decreases in values of our real estate assets, and uncertainty regarding government and regulatory policy. 8 Table of Contents ​ Some of our existing tenants and potential tenants operate in businesses and industries that continue to be adversely affected by continuing effects of the COVID-19 pandemic.
Considerable uncertainty still surrounds the long-term impact of the COVID-19 pandemic and its potential effects on the population, including the spread of more contagious variants of the virus, and on the commercial real estate market and our business. Many of our tenants still do not fully occupy the space that they lease.
Uncertainty still surrounds the long-term impact of the COVID-19 pandemic, on the commercial real estate market and our business. Many of our tenants still do not fully occupy the space that they lease.
In addition, if our properties do not provide us with rental income or we do not collect interest income from the Sponsored REIT Loan, it will reduce the cash available for distribution to our stockholders. ​ We may not be able to dispose of properties on acceptable terms or within the time periods we anticipate pursuant to our disposition strategy. ​ We have adopted a strategy seeking to increase shareholder value by pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and striving to lease vacant space.
If our properties do not provide us with a steady rental income, our revenues will decrease, which may cause us to incur operating losses in the future. ​ We may not be able to dispose of properties on acceptable terms or within the time periods we anticipate pursuant to our disposition strategy. ​ We have adopted a strategy seeking to increase shareholder value by pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and striving to lease vacant space.
These provisions could have the effect of delaying or preventing a change in control even if a change in control may be in our stockholders’ best interest. ​
These provisions could have the effect of delaying or preventing a change in control even if a change in control may be in our stockholders’ best interest. 16 Table of Contents ​ Item 1B. Unresolved Staff Comments . ​ None. ​
We may not be able to dispose of properties at acceptable prices or otherwise on anticipated terms and conditions within the time periods contemplated by our disposition strategy, which would adversely affect our ability to use the proceeds as intended and impair our financial flexibility. ​ 11 Table of Contents We are dependent on key personnel. ​ We depend on the efforts of George J.
We may not be able to dispose of properties at acceptable prices or otherwise on anticipated terms and conditions within the time periods contemplated by our disposition strategy, which would adversely affect our ability to use the proceeds as intended and impair our financial flexibility. ​ We are dependent on key personnel and if our Chief Executive Officer and Chairman of the Board of Directors ceases to serve in such position, we may be obligated to pay all outstanding obligations under the Credit Agreement. ​ We depend on the efforts of George J.
Some of our tenants have requested rent concessions and more tenants may request rent concessions or may not pay rent in the future. These situations could lead to increased rent delinquencies and/or defaults under leases, a lower demand for rentable space leading to increased concessions or lower occupancy, increased tenant improvement capital expenditures, or reduced rental rates to maintain occupancies.
These effects could lead to increased rent delinquencies and/or defaults under leases, a lower demand for rentable space leading to increased concessions or lower occupancy, increased tenant improvement capital expenditures, or reduced rental rates to maintain occupancies.
Our operations could be materially negatively affected if the economic downturn is prolonged, which could adversely affect our operating results, our ability to pay dividends, our ability to repay or refinance our existing indebtedness, and the price of our common stock. ​ Economic conditions in the United States could have a material adverse impact on our earnings and financial condition. ​ Although recent indicators suggest that economic activity has expanded at a modest pace, the global economy continues to experience significant disruptions and uncertainty as a result of various factors, including geopolitical events such as the wars and conflicts in Ukraine and the Middle East, increasing tensions with China and Iran, the long-term impact of the COVID-19 pandemic and continuing supply chain difficulties.
Our operations could be materially negatively affected as a result, which could adversely affect our operating results, our ability to pay dividends, our ability to repay or refinance our existing indebtedness, and the price of our common stock. ​ Economic conditions in the United States could have a material adverse impact on our earnings and financial condition. ​ The global economy continues to experience significant disruptions and uncertainty as a result of various factors, including changes in U.S. trade or other policies or those policies of other nations, geopolitical events such as the wars and conflicts in Iran and other countries in the Middle East and Ukraine, increasing tensions with China and Venezuela, tensions between the U.S. and Europe related to the sovereignty of Greenland, major political shifts domestically or internationally and continuing supply chain difficulties.
Should an uninsured material loss occur, we could lose both capital invested in the property and anticipated profits. ​ Risks Related to Legal and Regulatory Matters ​ We are subject to possible liability relating to environmental matters, and we cannot assure you that we have identified all possible liabilities. ​ Under various federal, state and local laws, ordinances and regulations, we, as an owner or operator of real property may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property.
Such changes in trade policy or the imposition of tariffs could accordingly adversely affect our ability to lease our properties which in turn could have a material adverse effect on our business, results of operations, and financial condition. ​ We are subject to possible liability relating to environmental matters, and we cannot assure you that we have identified all possible liabilities. ​ Under various federal, state and local laws, ordinances and regulations, we, as an owner or operator of real property may become liable for the costs of removal or remediation of certain hazardous substances released on or in our property.
The market conditions for REIT stocks generally could affect the market price of our common stock. ​ Risks Related to our Organization and Structure ​ Our employee retention plan may prevent changes in control. ​ During February 2006, our Board of Directors approved a change in control plan, which included a form of retention agreement and discretionary payment plan.
Delisting could also cause a loss of confidence of potential lessees, lenders, and employees, which could further harm our business and our future prospects. ​ Risks Related to our Organization and Structure ​ Our employee retention plan may prevent changes in control. ​ During February 2006, our Board of Directors approved a change in control plan, which included a form of retention agreement and discretionary payment plan.
Under those circumstances, other sources of capital may not be available to us, or be available only on unattractive terms. ​ If we breach covenants in the documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes, the lenders can declare a default.
Under those circumstances, other sources of capital may not be available to us, or be available only on unattractive terms. A default under the Credit Agreement could result in difficulty financing growth in our business.
We do not have employment agreements with any of our executive officers. ​ We face risks from tenant defaults or bankruptcies. ​ If any of our tenants defaults on its lease, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment.
If there is an event of default under the Credit Agreement, there can be no assurance that we will be able to repay all outstanding obligations or be able to find alternative financing, which could materially adversely affect our business, financial condition and results of operations. ​ We face risks from tenant defaults or bankruptcies. ​ If any of our tenants defaults on its lease, we may experience delays in enforcing our rights as a landlord and may incur substantial costs in protecting our investment.
Removed
We anticipate that the Sponsored REIT Loan will be repaid through cash flow from property operations or sale of the underlying property, although the actual amount and timing of any repayment is uncertain and will likely depend on prevailing market conditions at the time of any such sale.
Added
We do not have employment agreements with any of our executive officers. ​ The Credit Agreement provides that if George J.
Removed
If the Sponsored REIT defaults on the Sponsored REIT Loan, the Sponsored REIT could be unable to fully repay the Sponsored REIT Loan and we may have to satisfy our obligations under our existing debt through other means, including without limitation, keeping balances outstanding, seeking new debt, and/or using our cash balance.
Added
Carter ceases to serve in the position of our Chief Executive Officer and Chairman of the Board of Directors or devote substantially all of his business time and attention to FSP Corp., whether as a result of resignation, death, disability or otherwise, and we do not use commercially reasonable efforts to find a permanent replacement to replace Mr.
Removed
If that happens, we may have less cash available for distribution to our stockholders or for other corporate purposes. ​ Our operating results and financial condition could be adversely affected if we are unable to refinance the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes. ​ Each of the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes (each as defined in Part II, Item 7.
Added
Carter that is reasonably satisfactory to the Required Lenders (as defined in the Credit Agreement) following such cessation, such event will constitute an event of default under the Credit Agreement and would entitle the lenders to terminate their lending commitments, and to accelerate all outstanding obligations under the Credit Agreement. Whether Mr.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operations) matures on April 1, 2026.
Added
Carter remains our Chief Executive Officer and Chairman of the Board of Directors is not entirely under our control. Although we intend to find an appropriate replacement satisfactory to the Required Lenders if Mr. Carter leaves his current position, there is no assurance that we will be able to find a replacement acceptable to the Required Lenders.
Removed
There can be no assurance that we will be able to refinance this indebtedness at maturity, or if we were able to do so, that any such refinancings would be on terms as favorable as the terms currently applicable to the BofA Term Loan, the BMO Term Loan, the Series A Notes, or the Series B Notes, and we may not be able to otherwise obtain 8 Table of Contents funds by selling assets or raising equity to make required payments on the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes.
Added
Should an uninsured material loss occur, we could lose both capital invested in the property and anticipated profits. ​ ​ 12 Table of Contents Risks Related to our Indebtedness ​ Failure to comply with covenants in the Credit Agreement could adversely affect our financial condition. ​ On February 26, 2026, we entered into a Credit Agreement with Alter Domus (US) LLC, as administrative agent, and the lenders from time to time party thereto, which provides for a secured credit facility for aggregate principal commitments of up to $320 million, consisting of (i) initial term loans in an aggregate principal amount of $275 million, and (ii) delayed draw term loans available upon the approval of the lenders party thereto in an aggregate principal amount of up to $45 million.
Removed
If we are unable to refinance or repay the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes at maturity or otherwise meet our payment obligations, we would be in default under the terms of the applicable indebtedness and our operations and financial condition would be materially and adversely affected. ​ Failure to comply with covenants in the documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes could adversely affect our financial condition. ​ The documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes contain customary affirmative and negative covenants, including some or all of the following: limitations with respect to indebtedness, liens, investments, mergers and acquisitions, disposition of assets, use of net cash proceeds from the disposition of properties, assets and equity issuances, mandatory prepayments, the requirement to have certain subsidiaries provide guarantees, the requirement to pledge our equity interests in certain subsidiaries as collateral, changes in business, certain restricted payments, repurchases and redemptions of our common stock, going concern qualifications to our financial statements, and transactions with affiliates.
Added
The Credit Agreement contains customary affirmative and negative covenants, including without limitation and subject to certain exceptions, restrictions on indebtedness, liens, investments, mergers, consolidations and other fundamental changes, dispositions of assets (including real property), capital expenditures, changes in business, certain restricted payments, transactions with affiliates, burdensome agreements, sale leaseback transactions, prepayments of other debt, corporate operating expenses and severance and retention payments.
Removed
In addition, subject to certain tax-related exceptions, the documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes restrict our ability to make quarterly dividend distributions that exceed $0.01 per share of our common stock; provided, however, that notwithstanding such restriction, we are permitted to make dividend distributions based on our good faith estimate of projected or estimated taxable income or otherwise as necessary to retain our status as a real estate investment trust, to meet the distribution requirements of Section 857 of the Internal Revenue Code or to eliminate any income or excise taxes to which we would otherwise be subject.
Added
The Credit Agreement also contains minimum tangible net worth and minimum liquidity financial covenants. ​ Failure to comply with the covenants in the Credit Agreement would entitle the lenders to terminate their lending commitments, and to accelerate all outstanding obligations under the Credit Agreement.
Removed
The documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes contain the following financial covenants: minimum tangible net worth; maximum leverage ratio; maximum secured leverage ratio; maximum secured recourse leverage ratio; minimum fixed charge coverage ratio; maximum unencumbered leverage ratio; and minimum unsecured interest coverage. ​ Our continued general compliance with the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes is subject to ongoing compliance with our financial and other covenants.
Added
A default under the Credit Agreement could materially and adversely affect our financial condition and results of operations. ​ Risks Related to Legal and Regulatory Matters ​ We are subject to risks from changes in trade policies and tariffs ​ Changes in the financial condition of our tenants or prospective tenants directly or indirectly resulting from geopolitical developments that could negatively affect important supply chains and international trade, the termination or threatened termination of existing international trade agreements, or the implementation of tariffs or retaliatory tariffs on imported or exported goods could adversely affect the financial condition and results of operations of our tenants or prospective tenants.
Removed
Failure to comply with such covenants could cause a default under the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes, and we may then be required to repay them with capital from other sources.
Added
The uncertainty regarding the ultimate impact of any changes in trade policies or tariffs could also impact tenants or prospective tenants as they continue to determine changes needed to their businesses.
Removed
A default under documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes, or the Series B Notes could result in difficulty financing growth in our business and could also result in a reduction in the cash available for distribution to our stockholders or for other corporate purposes.
Added
Any such termination could result in a loss of revenue or a damage claim by the other party that the termination was wrongful. ​ Risks Related to our Common Stock ​ We have suspended quarterly dividends and may not resume paying dividends on our common stock, and may not elect to resume paying dividends in the foreseeable future or at all. ​ In March 2026, our Board of Directors determined to suspend quarterly cash dividends to reduce operating expenses and to redeploy that capital into leasing efforts intended to enhance the value of our portfolio.
Removed
A default under documents evidencing the BofA Term Loan, the BMO Term Loan, the Series A Notes or the Series B Notes could materially and adversely affect our financial condition and results of operations. ​ An increase in interest rates would increase our interest costs on variable rate debt and could adversely impact our ability to refinance existing debt or sell assets. ​ As of each of December 31, 2024 and February 6, 2025, we had $55.6 million outstanding under the BofA Term Loan.
Added
In addition, the Credit Agreement provides that we may not declare dividends in excess of the greater of $0.01 per share or such amount as is required to maintain our status as a REIT.
Removed
Interest on the BofA Term Loan bears interest at variable rates based on a spread over SOFR and includes a 5.00% floor on SOFR. ​ As of each of December 31, 2024 and February 6, 2025, we had $71.1 million outstanding under the BMO Term Loan.
Added
Any future declaration and payment of dividends will be determined from time to time by our Board of Directors and will depend on, among other things, our results of operations, cash flows, liquidity, financial condition, capital requirements and other factors the Board of Directors deems relevant.
Removed
Interest on the BMO Term Loan bears interest at variable rates based on a spread over SOFR and includes a 5.00% floor on SOFR. ​ During 2024, the Federal Reserve lowered the federal funds rate target three times, most recently decreasing it by 25 basis points on December 18, 2024, to a range of 4.25% to 4.50%.
Added
There can be no assurance that we will resume paying dividends in the foreseeable future or at all, which could adversely affect the market price of our common stock. ​ The real properties held by us may significantly decrease in value. ​ As of December 31, 2025, we owned 14 properties.
Removed
If interest rates increase, then the interest costs on our unhedged variable rate debt will also increase, which could adversely affect our cash flow, our ability to pay 9 Table of Contents principal and interest on our debt and our ability to make distributions to stockholders.
Added
The market conditions for REIT stocks generally could affect the market price of our common stock. ​ If we fail to comply with the continued listing requirements of the NYSE American stock exchange, our common stock may be delisted and the price of our common stock and our ability to access capital markets could be negatively impacted. ​ We must satisfy the NYSE American stock exchange’s continued listing requirements, including, among other things, a requirement that the price of our common stock may not sell for a substantial period of time at a low price per share.
Removed
In addition, rising interest rates could limit our ability to incur new debt or to refinance existing debt when it matures. From time to time, we may enter into interest rate swap agreements and other interest rate hedging contracts, including swaps, caps and floors.
Added
If our common stock sells for a substantial period of time at a low price per share, the NYSE American may require us to effect a reverse split of such shares within a reasonable time after being notified that the NYSE American deems such action to be appropriate under all the circumstances.
Removed
While these agreements are intended to lessen the impact of rising interest rates on us, they also expose us to the risks that the other parties to the agreements will not perform, we could incur significant costs associated with the settlement of the agreements, the agreements will be unenforceable and the underlying transactions will fail to qualify as highly-effective cash flow hedges.
Added
A reverse split of our common stock could have an adverse effect on the value of a stockholder’s investment in our common stock if our stock price continued to fall after the reverse split is effected.
Removed
In addition, increases in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to change our portfolio promptly in response to changes in economic or other conditions, to incur new debt or refinance existing debt when it matures. ​ Downgrades in our credit ratings could reduce our access to funding sources in the credit and capital markets. ​ We are currently assigned a corporate credit rating from Moody’s Investors Service, Inc.
Added
In addition, if we fail to maintain compliance with any of the NYSE American's continued listing requirements, it could affect our ability to raise capital on acceptable terms, or at all.
Removed
(“Moody’s”) based on its evaluation of our creditworthiness. Although our corporate credit rating from Moody’s is currently below investment grade, there can be no assurance that we will not be further downgraded.
Added
In the event our common stock is delisted from the NYSE American, the only established trading market for our common stock would be eliminated, and we would be forced to list our shares on the OTC Markets or another quotation medium, depending on our ability to meet the specific listing requirements of those quotation systems.
Removed
Credit rating reductions or other negative actions by one or more rating agencies could adversely affect our access to funding sources, the cost and other terms of obtaining funding as well as our overall financial condition, operating results and cash flow. ​ If we do not repay a portion of our indebtedness by March 31, 2025, our interest costs will increase. ​ The terms of the BofA Term Loan and the BMO Term Loan provide that if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, then the spread over SOFR or the base rate, as applicable, will permanently increase by 100 basis points, from 300 basis points to 400 basis points in the case of SOFR, and from 200 basis points to 300 basis points in the case of the base rate.
Added
As a result, an investor would likely find it more difficult to trade or obtain accurate price quotations for our shares. Delisting would likely also reduce the visibility, liquidity, and value of our common stock, reduce institutional investor interest in us, and may increase the volatility of our common stock.
Removed
The terms of the Senior Notes provide that if, as of March 31, 2025, the aggregate principal amount outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes exceeds $200 million, then the per annum interest rates applicable to the Series A Notes and the Series B Notes will permanently increase by 1.00% from 8.00% per annum to 9.00% per annum. ​ We currently have approximately $250.3 million of indebtedness outstanding under the BMO Term Loan, the BofA Term Loan and the Senior Notes.
Removed
Therefore, if we do not repay approximately $50.3 million of our indebtedness by March 31, 2025, the interest rate on each of our BMO Term Loan, the BofA Term Loan and the Senior Rates will permanently increase by 1%.
Removed
An increase in our interest costs would adversely affect our cash flow and could adversely affect our capacity to pay principal and interest on our debt and our ability to make distributions to stockholders.
Removed
In addition, increased interest rates on our outstanding indebtedness could adversely affect our ability to incur new debt or to refinance our existing debt when it matures. ​ Risks Related to our Operations and Properties ​ The long-term impact of the COVID-19 pandemic may continue to have an adverse impact on our financial condition and results of operations.
Removed
Some of our existing tenants and potential tenants have elected to, or been required to, and may in the future elect to, or be required to, reduce or suspend operations for extended periods of time, including as a result of work-from-home policies.
Removed
If our properties do not provide us with a steady rental income, our revenues will decrease, which may cause us to incur operating losses in the future.
Removed
Any such termination could result in a loss of revenue or a damage claim by the other party that the termination was wrongful. ​ Risks Related to our Common Stock ​ Our level of dividends may fluctuate. ​ Because our real estate occupancy levels, rental rates and property disposition levels can fluctuate, there is no predictable recurring level of revenue from such activities and changes in interest rates or in the mix of our fixed and variable rate debt can cause our interest costs to fluctuate.
Removed
As a result of these fluctuations, the amount of cash available for distribution to our stockholders may fluctuate, which may result in our not being able to maintain or grow dividend levels, including special dividends, in the future. In 2022, we adopted a variable quarterly dividend policy, which replaced our previous regular quarterly dividend policy.
Removed
Under this dividend policy, our Board of Directors determines quarterly dividends based upon a variety of factors, including our estimates of our annual taxable income and the amount that we are required to distribute annually in the aggregate to enable us to continue to qualify as a REIT for federal income tax purposes.
Removed
In addition, the BofA Term Loan, the BMO Term Loan, the Series A Notes and the Series B Notes include restrictions on our ability to make quarterly dividend distributions that exceed $0.01 per share of our common stock; provided, however, that notwithstanding such restrictions, we are permitted to make dividend distributions based 15 Table of Contents on our good faith estimate of projected or estimated taxable income or otherwise as necessary to retain our status as a REIT, to meet the distribution requirements of Section 857 of the Internal Revenue Code or to eliminate any income or excise taxes to which we would otherwise be subject. ​ The real properties held by us may significantly decrease in value. ​ As of December 31, 2024, we owned 14 properties.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

4 edited+0 added−0 removed5 unchanged
Biggest changeThis experience is reinforced with regular cybersecurity training from industry leading organizations such as the SANS Institute and ISC2. ​ In an effort to protect our resources from cyber threats, we maintain a security program that includes multiple layers designed to prevent, mitigate, detect, defend against, and remediate these threats.
Biggest changeThis experience is reinforced with regular cybersecurity training from industry leading organizations such as the SANS Institute and ISC2. ​ In an effort to protect our resources from cyber threats, we employ a multi-layered cyber risk management strategy that is designed to govern, identify, protect, detect, respond and recover from these threats.
Item 1C. Cybersecurity . ​ We have certain processes for assessing, identifying and managing cybersecurity risks, which are built into our overall risk management program/information technology function and are designed to help protect our information assets and operations from internal and external cyber threats, protect employee information from unauthorized access or attack, as well as secure our networks and systems.
Cybersecurity . ​ ​ We have certain processes for assessing, identifying and managing cybersecurity risks, which are built into our overall risk management program/information technology function and are designed to help protect our information assets and operations from internal and external cyber threats, protect employee information from unauthorized access or attack, as well as secure our networks and systems.
Additionally, all employees are required to take annual cyber security training that aligns with our risks and current cyber trends such as ransomware, BEC (business email compromise,) phishing, and social engineering. ​ ​ ​ 18 Table of Contents
Additionally, all employees are required to take annual cyber security training that aligns with our risks and current cyber trends such as ransomware, BEC (business email compromise), phishing, and social engineering. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 17 Table of Contents
These include, but are not limited to, continuous vulnerability assessment and remediation, annual penetration testing conducted by a third party, security and monitoring tools that are monitored by a 24x7 SOC (Security Operations Center) and Incident Response Planning.
Our security program includes, but is not limited to, continuous vulnerability assessment and remediation, annual penetration testing conducted by a third party, security and monitoring tools that are monitored by a 24x7 SOC (Security Operations Center) and Incident Response Planning.

Item 2. Properties

Properties — owned and leased real estate

9 edited+0 added−2 removed1 unchanged
Biggest changeSouth ​ 6/29/10 129,691 91.8 % 3 ​ Workbox Marquette MN, LLC ​ Minneapolis, MN 55402 ​ ​ ​ ​ ​ ​ ​ ​ ​ Greater Minneapolis Convention & Visitor Association ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deluxe Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5100 & 5160 Tennyson Parkway Plano, TX 75024 3/10/11 209,562 51.0 % 6 ARK-LA-TEX Financial Services, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10370 & 10350 Richmond Ave. 11/1/12 629,025 65.5 % 43 See Footnote 3 ​ Houston, TX 77042 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1999 Broadway 5/22/13 682,639 50.2 % 28 United States Government ​ Denver, CO 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1001 17th Street Denver CO, 80202 8/28/13 649,400 75.4 % 16 Permian Resources Operating, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hall and Evans, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ping Identity Corp. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 19 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approx.
Biggest changeSouth ​ 6/29/10 129,691 91.8 % 3 ​ Workbox Marquette MN, LLC ​ Minneapolis, MN 55402 ​ ​ ​ ​ ​ ​ ​ ​ ​ Greater Minneapolis Convention & Visitor Association ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Deluxe Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5100 & 5160 Tennyson Parkway Plano, TX 75024 3/10/11 209,562 60.9 % 6 ARK-LA-TEX Financial Services, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Moss, Luse & Womble, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10370 & 10350 Richmond Ave. 11/1/12 629,025 66.2 % 45 See Footnote 3 ​ Houston, TX 77042 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1999 Broadway 5/22/13 682,639 50.7 % 25 United States Government ​ Denver, CO 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1001 17th Street 8/28/13 650,607 76.4 % 18 Permian Resources Operating, LLC ​ Denver CO, 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ Hall and Evans, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ping Identity Corp. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 18 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approx. ​ Percent ​ Approx. ​ ​ ​ ​ ​ ​ Date of ​ Square ​ Leased as ​ Number ​ ​ Property Location ​ Purchase (1) ​ Feet ​ of 12/31/25 ​ of Tenants ​ Major Tenants (2) 45 South Seventh Street 6/6/16 330,096 51.0 % 15 PwC US Group ​ Minneapolis, MN 55402 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 600 17th Street 12/1/16 612,135 69.1 % 25 EOG Resources, Inc. ​ Denver, CO 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Owned Portfolio ​ ​ ​ 4,807,663 ​ 68.9 % ​ ​ ​ ​ ​ (1) Date of purchase or merged entity date of purchase.
Tenants with lease maturities in different years are included in annual totals for each lease. Tenants may have multiple leases in the same year. (b) Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at December 31, 2024 multiplied by 12.
Tenants with lease maturities in different years are included in annual totals for each lease. Tenants may have multiple leases in the same year. (b) Annualized rent represents the monthly rent charged, including tenant reimbursements, for each lease in effect at December 31, 2025 multiplied by 12.
Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges. (c) Includes 2 leases that are month-to-month. (d) Includes 51,088 square feet that are non-revenue producing building amenities. ​ ​
Tenant reimbursements generally include payment of real estate taxes, operating expenses and common area maintenance and utility charges. (c) Includes 2 leases that are month-to-month. (d) Includes 52,202 square feet that are non-revenue producing building amenities. ​ ​
We believe that our properties are adequately covered by insurance as of December 31, 2024. ​ 20 Table of Contents The information presented below provides the weighted average GAAP rent per square foot for the year ended December 31, 2024 for our properties and weighted occupancy square feet and percentages.
We believe that our properties are adequately covered by insurance as of December 31, 2025. ​ ​ 19 Table of Contents The information presented below provides the weighted average GAAP rent per square foot for the year ended December 31, 2025 for our owned properties and weighted occupancy square feet and percentages.
Percent Approx. ​ ​ Date of ​ Square ​ Leased as ​ Number ​ ​ Property Location ​ Purchase (1) ​ Feet ​ of 12/31/24 ​ of Tenants ​ Major Tenants (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Office ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16285 Park Ten Place 6/27/02 157,609 83.5 % 7 Blade Energy Partners, Ltd. ​ Houston, TX 77084 ​ ​ ​ ​ ​ ​ ​ ​ ​ Baytex Energy USA, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Edge Engineering & Science, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liberty Lift Solutions, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 15601 Dallas Parkway 9/30/02 289,333 79.9 % 13 Cyxtera Management Inc. ​ Addison, TX 75001 ​ ​ ​ ​ ​ ​ ​ ​ ​ WDT Acquisition Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aerotek, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CarOffer, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1293 Eldridge Parkway 1/16/04 248,399 100.0 % 1 CITGO Petroleum Corporation ​ Houston, TX 77077 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6550 & 6560 Greenwood Plaza Englewood, CO 80111 2/24/05 196,236 65.0 % 2 Kaiser Foundation Health Plan, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16290 Katy Freeway 9/28/05 156,746 75.5 % 6 Olin Corporation ​ Houston, TX 77094 ​ ​ ​ ​ ​ ​ ​ ​ Bluware, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5055 & 5057 Keller Springs Rd. 2/24/06 217,841 78.4 % 22 See Footnote 3 ​ Addison, TX 75001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 121 South Eighth Street Minneapolis, MN 55402 6/29/10 297,541 78.5 % 33 Schwegman, Lundberg & Woessner ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 801 Marquette Ave.
Properties ​ Set forth below is information regarding our properties as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approx. ​ Percent ​ Approx. ​ ​ ​ ​ ​ ​ Date of ​ Square ​ Leased as ​ Number ​ ​ Property Location ​ Purchase (1) ​ Feet ​ of 12/31/25 ​ of Tenants ​ Major Tenants (2) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Office ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16285 Park Ten Place 6/27/02 157,609 86.8 % 10 Blade Energy Partners, Ltd. ​ Houston, TX 77084 ​ ​ ​ ​ ​ ​ ​ ​ ​ Baytex Energy USA, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Edge Engineering & Science, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liberty Lift Solutions, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 15601 Dallas Parkway 9/30/02 289,333 67.7 % 11 Cyxtera Management Inc. ​ Addison, TX 75001 ​ ​ ​ ​ ​ ​ ​ ​ ​ WDT Acquisition Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CarOffer, LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1293 Eldridge Parkway 1/16/04 248,399 100.0 % 1 CITGO Petroleum Corporation ​ Houston, TX 77077 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6550 & 6560 Greenwood Plaza Englewood, CO 80111 2/24/05 196,236 65.0 % 2 Kaiser Foundation Health Plan, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 16290 Katy Freeway 9/28/05 156,746 76.3 % 5 Olin Corporation ​ Houston, TX 77094 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5055 & 5057 Keller Springs Rd. 2/24/06 217,841 66.9 % 19 See Footnote 3 ​ Addison, TX 75001 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 121 South Eighth Street Minneapolis, MN 55402 6/29/10 297,744 80.4 % 34 Schwegman, Lundberg & Woessner ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 801 Marquette Ave.
None of our owned properties are subject to any mortgage loans. We have no other material undeveloped or unimproved properties, or proposed programs for material renovation or development of any of our properties in 2025.
We have no other material undeveloped or unimproved properties, or proposed programs for material renovation or development of any of our properties in 2026.
(2) Major tenants that occupy 10% or more of the space in an individual property. (3) No tenant occupies more than 10% of the space. ​ All of the properties listed above are owned, directly or indirectly, by us, except for Monument Circle which is a consolidated variable interest entity.
(2) Major tenants that occupy 10% or more of the space in an individual property. (3) No tenant occupies more than 10% of the space. ​ All of the properties listed above are owned, directly or indirectly, by us. None of our owned properties are subject to any mortgage loans as of December 31, 2025.
Ft. ​ 2024 (a) ​ Square Feet (b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 120 Monument Circle ​ Indianapolis ​ IN ​ 1992 ​ 213,760 ​ 8,721 ​ 4.1 % ​ 34.63 ​ 121 South 8th Street ​ Minneapolis ​ MN ​ 1974 ​ 297,541 ​ 224,733 ​ 75.5 % 25.80 ​ 801 Marquette Ave ​ Minneapolis ​ MN ​ 1923/2017 ​ 129,691 ​ 119,108 ​ 91.8 % ​ 25.90 ​ Plaza Seven ​ Minneapolis ​ MN ​ 1987 ​ 330,096 ​ 187,099 ​ 56.7 % 30.48 ​ Midwest Total ​ ​ ​ ​ ​ ​ ​ 971,088 ​ 539,661 ​ 55.6 % 27.59 ​ Park Ten ​ Houston ​ TX ​ 1999 ​ 157,609 ​ 119,925 ​ 76.1 % 28.95 ​ Addison Circle ​ Addison ​ TX ​ 1999 ​ 289,333 ​ 229,817 ​ 79.4 % 35.06 ​ Eldridge Green ​ Houston ​ TX ​ 1999 ​ 248,399 ​ 248,399 100.0 % ​ 27.43 ​ Park Ten Phase II ​ Houston ​ TX ​ 2006 ​ 156,746 ​ 123,187 78.6 % ​ 29.75 ​ Liberty Plaza ​ Addison ​ TX ​ 1985 ​ 217,841 ​ 163,337 75.0 % ​ 26.51 ​ Legacy Tennyson Center ​ Plano ​ TX ​ 1999/2008 ​ 209,562 ​ 108,574 51.8 % ​ 30.81 ​ Westchase I & II ​ Houston ​ TX ​ 1983/2008 ​ 629,025 ​ 386,850 61.5 % ​ 27.55 ​ South Total ​ ​ ​ ​ ​ ​ ​ 1,908,515 ​ 1,380,089 72.3 % ​ 29.23 ​ 1999 Broadway ​ Denver ​ CO ​ 1986 ​ 682,639 ​ 347,259 50.9 % ​ 35.30 ​ 1001 17th Street ​ Denver ​ CO ​ 1977/2006 ​ 649,400 ​ 462,048 71.2 % ​ 38.56 ​ 600 17th Street ​ Denver ​ CO ​ 1982 ​ 612,135 ​ 475,629 77.7 % ​ 34.82 ​ Greenwood Plaza ​ Englewood ​ CO ​ 2000 ​ 196,236 ​ 128,181 65.3 % ​ 31.25 ​ West Total ​ ​ ​ ​ ​ ​ ​ 2,140,410 ​ 1,413,117 66.0 % ​ 35.84 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Owned & Consolidated Properties ​ ​ ​ ​ ​ ​ ​ 5,020,013 ​ 3,332,867 ​ 66.4 % $ 31.77 ​ (a) Based on weighted occupied square feet for the year ended December 31, 2024, including month-to-month tenants, divided by the property’s net rentable square footage.
Ft. ​ 2025 (a) ​ Square Feet (b) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 121 South 8th Street ​ Minneapolis ​ MN ​ 1974 ​ 297,744 ​ 228,697 ​ 76.8 % $ 22.96 ​ 801 Marquette Ave ​ Minneapolis ​ MN ​ 1923/2017 ​ 129,691 ​ 119,108 ​ 91.8 % ​ 25.97 ​ Plaza Seven ​ Minneapolis ​ MN ​ 1987 ​ 330,096 ​ 167,029 ​ 50.6 % 29.30 ​ Midwest Total ​ ​ ​ ​ ​ ​ ​ 757,531 ​ 514,834 ​ 68.0 % 25.71 ​ Park Ten ​ Houston ​ TX ​ 1999 ​ 157,609 ​ 132,518 ​ 84.1 % 27.45 ​ Addison Circle ​ Addison ​ TX ​ 1999 ​ 289,333 ​ 197,267 ​ 68.2 % 35.43 ​ Eldridge Green ​ Houston ​ TX ​ 1999 ​ 248,399 ​ 248,399 100.0 % ​ 27.93 ​ Park Ten Phase II ​ Houston ​ TX ​ 2006 ​ 156,746 ​ 111,556 71.2 % ​ 29.26 ​ Liberty Plaza ​ Addison ​ TX ​ 1985 ​ 217,841 ​ 147,980 67.9 % ​ 26.43 ​ Legacy Tennyson Center ​ Plano ​ TX ​ 1999/2008 ​ 209,562 ​ 109,978 52.5 % ​ 32.13 ​ Westchase I & II ​ Houston ​ TX ​ 1983/2008 ​ 629,025 ​ 396,789 63.1 % ​ 26.44 ​ South Total ​ ​ ​ ​ ​ ​ ​ 1,908,515 ​ 1,344,487 70.4 % ​ 28.83 ​ 1999 Broadway ​ Denver ​ CO ​ 1986 ​ 682,639 ​ 333,060 48.8 % ​ 34.74 ​ 1001 17th Street ​ Denver ​ CO ​ 1977/2006 ​ 650,607 ​ 479,562 73.7 % ​ 36.64 ​ 600 17th Street ​ Denver ​ CO ​ 1982 ​ 612,135 ​ 439,084 71.7 % ​ 33.85 ​ Greenwood Plaza ​ Englewood ​ CO ​ 2000 ​ 196,236 ​ 127,573 65.0 % ​ 30.96 ​ West Total ​ ​ ​ ​ ​ ​ ​ 2,141,617 ​ 1,379,279 64.4 % ​ 34.77 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Owned Properties ​ ​ ​ ​ ​ ​ ​ 4,807,663 ​ 3,238,600 ​ 67.4 % $ 30.86 ​ (a) Based on weighted occupied square feet for the year ended December 31, 2025, including month-to-month tenants, divided by the property’s net rentable square footage.
(b) Represents annualized GAAP rental revenue for the year ended December 31, 2024 per weighted occupied square foot. ​ 21 Table of Contents The information presented below is a lease expiration table for ten years and thereafter, stating (i) the number of tenants whose leases will expire, (ii) the total area in square feet covered by such leases, (iii) the annual rental represented by such leases in dollars and by square feet, and (iv) the percentage of gross annual rental represented by such leases. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rentable ​ ​ ​ ​ Annualized ​ Percentage ​ ​ ​ ​ ​ Number of ​ Square ​ ​ ​ ​ Rent ​ of Total ​ ​ ​ Year of ​ Leases ​ Footage ​ Annualized ​ Per Square ​ Annualized ​ ​ ​ Lease ​ Expiring ​ Subject to ​ Rent Under ​ Foot Under ​ Rent Under ​ ​ ​ Expiration ​ Within the ​ Expiring ​ Expiring ​ Expiring ​ Expiring ​ Cumulative ​ December 31, Year (a) Leases Leases (b) Leases Leases Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ 41 (c) 321,725 ​ $ 10,682,388 ​ $ 33.20 ​ 10.0 % 10.0 % 2026 ​ 42 ​ 609,509 ​ ​ 21,851,095 ​ ​ 35.85 ​ 20.5 % 30.5 % 2027 ​ 30 ​ 301,642 ​ ​ 10,532,884 ​ ​ 34.92 ​ 9.9 % 40.4 % 2028 ​ 26 ​ 259,540 ​ ​ 8,008,461 ​ ​ 30.86 ​ 7.5 % 47.9 % 2029 ​ 32 ​ 486,384 ​ ​ 15,411,441 ​ ​ 31.69 ​ 14.4 % 62.3 % 2030 ​ 18 ​ 242,551 ​ ​ 7,531,497 ​ ​ 31.05 ​ 7.1 % 69.4 % 2031 ​ 10 ​ 266,031 ​ ​ 10,234,815 ​ ​ 38.47 ​ 9.6 % 79.0 % 2032 ​ 7 ​ 61,352 ​ ​ 36,441 ​ ​ 0.59 ​ 0 % 79.0 % 2033 ​ 8 ​ 390,287 ​ ​ 11,546,827 ​ ​ 29.59 ​ 10.8 % 89.8 % 2034 ​ 5 ​ 51,384 ​ ​ 1,552,826 ​ ​ 30.22 ​ 1.5 % 91.3 % 2035 and thereafter ​ 22 ​ 396,632 (d) ​ 9,330,944 ​ ​ 23.53 ​ 8.7 % 100.0 % Leased total ​ 241 ​ 3,387,037 ​ $ 106,719,619 ​ $ 31.51 ​ 100.0 % ​ ​ Vacancies as of 12/31/24 ​ ​ ​ 1,632,976 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Portfolio Square Footage ​ ​ ​ 5,020,013 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) The number of leases approximates the number of tenants.
(b) Represents annualized GAAP rental revenue for the year ended December 31, 2025 per weighted occupied square foot. ​ 20 Table of Contents The information presented below is a lease expiration table for ten years and thereafter, stating (i) the number of tenants whose leases will expire, (ii) the total area in square feet covered by such leases, (iii) the annual rental represented by such leases in dollars and by square feet, and (iv) the percentage of gross annual rental represented by such leases. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rentable ​ ​ ​ ​ Annualized ​ Percentage ​ ​ ​ ​ ​ Number of ​ Square ​ ​ ​ ​ Rent ​ of Total ​ ​ ​ Year of ​ Leases ​ Footage ​ Annualized ​ Per Square ​ Annualized ​ ​ ​ Lease ​ Expiring ​ Subject to ​ Rent Under ​ Foot Under ​ Rent Under ​ ​ ​ Expiration ​ Within the ​ Expiring ​ Expiring ​ Expiring ​ Expiring ​ Cumulative ​ December 31, ​ ​ ​ Year (a) ​ ​ ​ Leases ​ ​ ​ Leases (b) ​ ​ ​ Leases ​ ​ ​ Leases ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ 34 (c) 365,916 ​ $ 12,569,114 ​ $ 34.35 ​ 12.0 % 12.0 % 2027 ​ 35 ​ 500,108 ​ ​ 18,191,656 ​ ​ 36.38 ​ 17.4 % 29.4 % 2028 ​ 25 ​ 242,046 ​ ​ 7,957,724 ​ ​ 32.88 ​ 7.6 % 37.0 % 2029 ​ 40 ​ 561,561 ​ ​ 18,213,553 ​ ​ 32.43 ​ 17.4 % 54.4 % 2030 ​ 20 ​ 268,950 ​ ​ 8,662,656 ​ ​ 32.21 ​ 8.2 % 62.6 % 2031 ​ 21 ​ 346,964 ​ ​ 11,496,581 ​ ​ 33.13 ​ 11.0 % 73.6 % 2032 ​ 8 ​ 77,324 ​ ​ 1,733,552 ​ ​ 22.42 ​ 1.7 % 75.3 % 2033 ​ 10 ​ 383,978 ​ ​ 11,685,696 ​ ​ 30.43 ​ 11.2 % 86.5 % 2034 ​ 8 ​ 90,757 ​ ​ 1,724,368 ​ ​ 19.00 ​ 1.6 % 88.1 % 2035 ​ 7 ​ 173,219 ​ ​ 5,667,946 ​ ​ 32.72 ​ 5.4 % 93.5 % 2036 and thereafter ​ 22 ​ 300,199 (d) ​ 6,827,766 ​ ​ 22.74 ​ 6.5 % 100.0 % Leased total ​ 230 ​ 3,311,022 ​ $ 104,730,612 ​ $ 31.63 ​ 100.0 % ​ ​ Vacancies as of 12/31/25 ​ ​ ​ 1,496,641 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Portfolio Square Footage ​ ​ ​ 4,807,663 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a) The number of leases approximates the number of tenants.
Removed
Item 2. Properties ​ Set forth below is information regarding our properties as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Approx.
Removed
Percent Approx. ​ ​ Date of ​ Square ​ Leased as ​ Number ​ ​ Property Location ​ Purchase (1) ​ Feet ​ of 12/31/24 ​ of Tenants ​ Major Tenants (2) 45 South Seventh Street 6/6/16 330,096 52.8 % 16 PwC US Group ​ Minneapolis, MN 55402 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 600 17th Street 12/1/16 612,135 77.1 % 32 EOG Resources, Inc. ​ Denver, CO 80202 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 120 Monument Circle ​ 1/1/23 ​ 213,760 ​ 4.1 % 2 ​ See Footnote 3 ​ Indianapolis, IN ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Owned & Consolidated Portfolio ​ ​ ​ 5,020,013 ​ 67.5 % ​ ​ ​ ​ ​ (1) Date of purchase or merged entity date of purchase.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAlthough occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position, cash flows or results of operations. ​ Item 4. Mine Safety Disclosures ​ Not applicable. ​ ​ 22 Table of Contents PART II ​
Biggest changeAlthough occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position, cash flows or results of operations. ​ Item 4. Mine Safety Disclosures ​ Not applicable. ​ ​ 21 Table of Contents PART II ​

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. ​ Mine Safety Disclosures 22 ​ ​ ​ ​ PART II ​ ​ 23 Item 5. ​ Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 23 ​ ​ Stock Performance Graph 23
Biggest changeItem 4. ​ Mine Safety Disclosures 21 ​ ​ ​ ​ PART II ​ ​ 22 Item 5. ​ Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 ​ ​ Stock Performance Graph 22

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSee Part I, Item 1A, Risk Factors, “Our level of dividends may fluctuate.” for additional information. ​ STOCK PERFORMANCE GRAPH ​ In accordance with SEC regulations, the following graph compares the cumulative total stockholder return on the Company’s common stock between December 31, 2019 and December 31, 2024 with the cumulative total return of (1) the FTSE NAREIT Equity Office Index (“NAREIT Office”), (2) the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), and (3) the Russell 2000 Total Return Index (“Russell 2000”) over the same period.
Biggest changeIn March 2026, our Board of Directors suspended quarterly cash dividend to reduce operating expenses and to redeploy that capital into leasing efforts intended to enhance the value of our portfolio See Part I, Item 1A, Risk Factors, “We have suspended quarterly dividends and may not resume paying dividends on our common stock, and may not elect to resume paying dividends in the foreseeable future or at all.” for additional information. ​ STOCK PERFORMANCE GRAPH ​ In accordance with SEC regulations, the following graph compares the cumulative total stockholder return on the Company’s common stock between December 31, 2020 and December 31, 2025 with the cumulative total return of (1) the FTSE NAREIT Equity Office Index (“NAREIT Office”), (2) the Standard & Poor’s 500 Composite Stock Price Index (“S&P 500”), and (3) the Russell 2000 Total Return Index (“Russell 2000”) over the same period.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE American under the symbol “FSP”. As of January 17, 2025, there were 10,497 holders of our common stock, including both holders of record and participants in securities position listings.
Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is listed on the NYSE American under the symbol “FSP”. As of March 3, 2026, there were 13,946 holders of our common stock, including both holders of record and participants in securities position listings.
This graph assumes the investment of $100.00 on December 31, 2019 and assumes that any distributions are reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ 2019 2020 2021 2022 2023 2024 FSP ​ $ 100 ​ $ 55 ​ $ 84 ​ $ 40 ​ $ 39 ​ $ 28 ​ S&P 500 ​ 100 ​ 118 ​ 152 ​ 125 ​ 158 ​ 197 ​ Russell 2000 ​ ​ 100 ​ ​ 12 ​ ​ 138 ​ ​ 110 ​ ​ 128 ​ ​ 143 ​ NAREIT Office ​ 100 ​ 82 ​ 100 ​ 62 ​ 63 ​ 77 ​ ​ Notes to Graph: The above performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing. ​ 23 Table of Contents Item 6. [Reserved] ​ ​
This graph assumes the investment of $100.00 on December 31, 2020 and assumes that any distributions are reinvested. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ ​ ​ 2020 ​ ​ ​ 2021 ​ ​ ​ 2022 ​ ​ ​ 2023 ​ ​ ​ 2024 ​ ​ ​ 2025 FSP ​ $ 100 ​ $ 154 ​ $ 74 ​ $ 71 ​ $ 52 ​ $ 27 ​ S&P 500 ​ 100 ​ 129 ​ 105 ​ 133 ​ 166 ​ 196 ​ Russell 2000 ​ ​ 100 ​ ​ 115 ​ ​ 91 ​ ​ 107 ​ ​ 119 ​ ​ 134 ​ NAREIT Office ​ 100 ​ 122 ​ 76 ​ 78 ​ 94 ​ 81 ​ ​ Notes to Graph: The above performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the Securities and Exchange Commission, nor shall such information be incorporated by reference into any future filing 22 Table of Contents under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing. ​ Item 6. [Reserved] ​ ​
Removed
While not guaranteed, we expect to continue to pay cash dividends on our common stock in the future.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. ​ [Reserved] 24 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 44 Item 8. ​ Financial Statements and Supplementary Data 44 Item 9. ​ Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 44 Item 9A. ​ Controls and Procedures 45 Item 9B. ​ Other Information 46 Item 9C. ​ Disclosure Regarding Foreign Jurisdictions that Prevent Inspection s 46 ​ ​ ​ ​ PART III ​ ​ 47 Item 10. ​ Directors, Executive Officers and Corporate Governance 47 Item 11. ​ Executive Compensation 47 Item 12. ​ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 47 Item 13. ​ Certain Relationships and Related Transactions, and Director Independence 47
Biggest changeItem 6. ​ [Reserved] 23 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. ​ Quantitative and Qualitative Disclosures About Market Risk 40 Item 8. ​ Financial Statements and Supplementary Data 40 Item 9. ​ Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 40 Item 9A. ​ Controls and Procedures 41 Item 9B. ​ Other Information 42 Item 9C. ​ Disclosure Regarding Foreign Jurisdictions that Prevent Inspection s 42 ​ ​ ​ ​ PART III ​ ​ 43 Item 10. ​ Directors, Executive Officers and Corporate Governance 43 Item 11. ​ Executive Compensation 43 Item 12. ​ Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 43 Item 13. ​ Certain Relationships and Related Transactions, and Director Independence 43

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOur ability to maintain or increase our level of dividends to stockholders, however, depends in significant part upon the level of rental income from our real properties, property dispositions and our interest costs. ​ Operating Activities ​ Cash provided by our operating activities for the year ended December 31, 2024 of $9.0 million was primarily attributable to a net loss of $52.7 million excluding net losses on sale of properties of $20.8 million, plus the add-back of $50.7 million of non-cash expenses, less $6.1 million increase in payments of deferred leasing commissions, less a $4.3 million increase in accounts payable and accrued expenses, less a $0.7 million increase in lease acquisition costs plus an increase in tenant rent receivables of $0.9 million and a $0.4 million increase in prepaid expenses and other assets. ​ Investing Activities ​ Cash provided by investing activities for the year ended December 31, 2024 of $70.3 million was primarily attributable to proceeds from the sale of three properties of $95.5 million, which was partially offset by capital expenditures and office equipment investments of approximately $25.2 million. ​ Financing Activities ​ Cash used in financing activities for the year ended December 31, 2024 of $164.5 million is primarily attributable to repayment of a portion of the BMO Term Loan (defined below) of $43.9 million, repayment of a portion of the BofA Revolver (defined below) of $22.7 million, repayment of a portion of the BofA Term Loan (defined below) of $11.7 million, repayment of a portion of the Senior Notes (defined below) of $76.4 million, payment of deferred financing costs of $5.7 million and payment of distributions to stockholders of $4.1 million. ​ Liquidity beyond the next 12 months ​ Our ability to generate cash adequate to meet our needs is dependent primarily on income from real estate investments, the sale of real estate investments, leveraging of real estate investments, proceeds from public offerings of stock, private placement of debt and access to the capital markets.
Biggest changeWe believe that we have adequate funds to cover unusual expenses and capital improvements, in addition to normal operating expenses. ​ Operating Activities ​ Cash provided by our operating activities for the year ended December 31, 2025 of $3.7 million was primarily attributable to a net loss of $45.0 million excluding $12.9 million from a loss on the sale of a property, plus the add-back of $45.7 million of non-cash expenses, less a decrease in accounts payable and accrued compensation of $4.6 million, less an increase in payment of deferred leasing commissions of $4.2 million, less an increase in lease acquisition costs of $1.2 million, less a decrease in prepaid expenses of $0.7 million and plus a decrease in tenant receivables of $0.8 million. ​ Investing Activities ​ Cash used in investing activities for the year ended December 31, 2025 of $10.3 million was primarily attributable to capital expenditures and office equipment investments of approximately $16.4 million, which was partially offset by proceeds from the disposition of one property of $6.1 million. ​ Financing Activities ​ Cash used in financing activities for the year ended December 31, 2025 of $5.5 million is primarily attributable to payment of distributions to stockholders of $4.1 million and the repayment of $1.4 million of our debt. ​ Liquidity beyond the next 12 months ​ As of March 5, 2026, we had aggregate outstanding indebtedness of $275 million.
The increase was primarily due to higher interest expense as a result of higher interest rates under the loan amendments we entered into in February 2024, which are described below and was partially offset by a lower principal amount of debt outstanding compared to the year ended December 31, 2023. ​ Loss on extinguishment of debt ​ During the years ended December 31, 2024 and December 31, 2023, we repaid debt and incurred a loss on extinguishment of debt of approximately $1.1 million and $0.1 million, respectively, related to unamortized deferred financing costs on the dates of the repayments. ​ Gain on consolidation of Sponsored REIT ​ During the year ended December 31, 2023, we recorded a gain on consolidation of Sponsored REIT as a result of reducing the Monument Circle loan loss reserve, which resulted in a $0.4 million gain. ​ Gain and loss on sale of properties and impairment of assets held for sale ​ During the three months ended March 31, 2023, we sold an office property located in Elk Grove, Illinois on March 10, 2023, for a gross sales price of $29.1 million, at a gain of approximately $8.4 million. ​ During the three months ended September 30, 2023, we sold an office property located in Charlotte, North Carolina known as Forest Park, for a sales price of $9.2 million at a loss of approximately $0.8 million.
The increase was primarily due to higher interest expense as a result of higher interest rates under the loan amendments we entered into in February 2024, which are described below and was partially offset by a lower principal amount of debt outstanding compared to the year ended December 31, 2023. ​ Loss on extinguishment of debt ​ During the years ended December 31, 2024 and December 31, 2023, we repaid debt and incurred a loss on extinguishment of debt of approximately $1.1 million and $0.1 million, respectively, related to unamortized deferred financing costs on the dates of the repayments. ​ Gain on consolidation of Sponsored REIT ​ During the year ended December 31, 2023, we recorded a gain on consolidation of Sponsored REIT as a result of reducing the Monument Circle loan loss reserve, which resulted in a $0.4 million gain. ​ Gain and loss on sale of properties and impairment of assets held for sale, net ​ During the three months ended March 31, 2023, we sold an office property located in Elk Grove, Illinois on March 10, 2023, for a gross sales price of $29.1 million, at a gain of approximately $8.4 million. ​ During the three months ended September 30, 2023, we sold an office property located in Charlotte, North Carolina known as Forest Park, for a sales price of $9.2 million at a loss of approximately $0.8 million.
We exclude FFO from any Sponsored REIT that is consolidated from the calculation of FFO. ​ FFO should not be considered as an alternative to net income (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs. ​ Other real estate companies and the National Association of Real Estate Investment Trusts, or NAREIT, may define this term in a different manner.
We exclude FFO from any Sponsored REIT that is consolidated from the calculation of FFO. ​ FFO should not be considered as an alternative to net income or loss (determined in accordance with GAAP), nor as an indicator of the Company’s financial performance, nor as an alternative to cash flows from operating activities (determined in accordance with GAAP), nor as a measure of the Company’s liquidity, nor is it necessarily indicative of sufficient cash flow to fund all of the Company’s needs. ​ Other real estate companies and the National Association of Real Estate Investment Trusts, or NAREIT, may define this term in a different manner.
The property sold on October 23, 2024, with a $0.4 million increase to loss from final sales adjustments on the date of sale . 31 Table of Contents ​ Interest Income ​ Interest income increased $1.5 million to $2.1 million during the year ended December 31, 2024, compared to the year ended December 31, 2023.
The property sold on October 23, 2024, with a $0.4 million increase to loss from final sales adjustments on the date of sale. 32 Table of Contents ​ Interest Income ​ Interest income increased $1.5 million to $2.1 million during the year ended December 31, 2024, compared to the year ended December 31, 2023.
The decrease was primarily a result of: ​ ● A decrease in real estate operating expenses and real estate taxes and insurance of approximately $10.2 million was primarily attributable to the property dispositions noted above. ● A decrease in depreciation and amortization of approximately $10.0 million was primarily attributable to the property dispositions noted above. ● A decrease in general and administrative expenses of $0.1 million, which was primarily attributable to lower personnel costs, which were partially offset by higher professional fees 30 Table of Contents related to debt transactions completed in 2024 and the costs associated with adding a new director to our Board of Directors in the fourth quarter of 2024. ​ These decreases were partially offset by: ​ ● An increase in interest expense of approximately $2.1 million.
The decrease was primarily a result of: ​ ● A decrease in real estate operating expenses and real estate taxes and insurance of approximately $10.2 million was primarily attributable to the property dispositions noted above. ● A decrease in depreciation and amortization of approximately $10.0 million was primarily attributable to the property dispositions noted above. ● A decrease in general and administrative expenses of $0.1 million, which was primarily attributable to lower personnel costs, which were partially offset by higher professional fees 31 Table of Contents related to debt transactions completed in 2024 and the costs associated with adding a new director to our Board of Directors in the fourth quarter of 2024. ​ These decreases were partially offset by: ​ ● An increase in interest expense of approximately $2.1 million.
We also exclude properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy 35 Table of Contents settlements and lease termination fees. NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently.
We also exclude properties that have been placed in service, but that do not have operating activity for all periods presented, dispositions and significant nonrecurring income such as bankruptcy 34 Table of Contents settlements and lease termination fees. NOI, as defined by the Company, may not be comparable to NOI reported by other REITs that define NOI differently.
As of December 31, 2024, approximately 50.6% of our total debt constituted unhedged variable rate debt. Increased interest rates could also decrease the amount third parties are willing to pay for our assets and limit our ability to incur new debt or refinance existing debt when it matures.
As of December 31, 2025, approximately 50.6% of our total debt constituted unhedged variable rate debt. Increased interest rates could also decrease the amount third parties are willing to pay for our assets and limit our ability to incur new debt or refinance existing debt when it matures.
As the first quarter of 2025 begins, we believe that: ​ ● approximately half of our operating properties are stabilized with leased occupancy of 75% or more; and ● our remaining operating properties are value add in nature with leased occupancy of less than 75%. ​ Existing vacancy is being actively marketed to numerous potential tenants.
As the first quarter of 2026 begins, we believe that: ​ ● approximately half of our operating properties are stabilized with leased occupancy of 75% or more; and ● our remaining operating properties are value-add in nature with leased occupancy of less than 75%. ​ Existing vacancy is being actively marketed to numerous potential tenants.
See “Risk Factors” in Part I, Item 1A, of this Annual Report on Form 10-K. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
See “Risk Factors” in Part I, Item 1A, of this Annual Report on Form 10-K. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, acquisitions, dispositions, performance or achievements.
Our leased space in our owned and consolidated properties was 67.5% as of December 31, 2024, as compared to 71.5% as of December 31, 2023. ● A decrease in other income of $0.2 million during 2024 compared to 2023 from a deposit that was forfeited by a potential buyer in 2023 for a property in Atlanta, Georgia that we had under agreement when the transaction was terminated. ​ Expenses ​ Total expenses decreased by $18.2 million to $152.8 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Our leased space in our owned properties and Monument Circle was 67.5% as of December 31, 2024, as compared to 71.5% as of December 31, 2023. ● A decrease in other income of $0.2 million during 2024 compared to 2023 from a deposit that was forfeited by a potential buyer in 2023 for a property in Atlanta, Georgia that we had under agreement when the transaction was terminated. ​ Expenses ​ Total expenses decreased by $18.2 million to $152.8 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
We are unable to estimate the full extent of the long-term impact that the COVID-19 pandemic will have on our future financial results at this time. The long-term impact of the COVID-19 pandemic has had and may continue to have an adverse impact on our financial condition and results of operations.
We are unable to estimate the full extent of the long-term impact that the COVID-19 pandemic has had and will have on our future financial results at this time. See “The long-term impact of the COVID-19 pandemic has had and may continue to have an adverse impact on our financial condition and results of operations.
While leasing activity at our properties has continued, we believe that the impact of geopolitical events, current economic conditions and the long-term impact of the COVID-19 pandemic may limit or delay new tenant leasing during at least the first quarter of 2025 and potentially in future periods. 26 Table of Contents While we cannot generally predict when an existing vacancy in our owned properties will be leased or if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases at then-current market rates for locations in which the buildings are located, which could be above or below the expiring rates.
While leasing activity at our properties has continued, we believe that the impact of geopolitical events, current economic conditions and the long-term impact of the COVID-19 pandemic may limit or delay new tenant leasing during at least the first quarter of 2026 and potentially in future periods. ​ While we cannot generally predict when an existing vacancy in our owned properties will be leased or if existing tenants with expiring leases will renew their leases or what the terms and conditions of the lease renewals will be, we expect to renew or sign new leases at then-current market rates for locations in which the buildings are located, which could be above or below the expiring rates.
During the three months ended June 30, 2024, the Company entered into an agreement to sell a property in Glen Allen, Virginia for a gross sales price of approximately $31.0 million at an expected loss of $13.2 million, which was recorded as an impairment. The property was sold on July 8, 2024, at the expected loss.
During the three months ended June 30, 2024, the Company entered into an agreement to sell a property in Glen Allen, Virginia for a gross sales price of approximately 26 Table of Contents $31.0 million at an expected loss of $13.2 million, which was recorded as an impairment. The property was sold on July 8, 2024, at the expected loss.
Under some circumstances we may rely upon studies commissioned from independent real estate appraisal firms in determining the purchase price allocations. ​ 28 Table of Contents Purchase price allocated to land and building and improvements is based on management’s determination of the relative fair values of these assets assuming the property was vacant.
Under some circumstances we may rely upon studies commissioned from independent real estate appraisal firms in determining the purchase price allocations. ​ Purchase price allocated to land and building and improvements is based on management’s determination of the relative fair values of these assets assuming the property was vacant.
The acquisition of new properties, the payment of expenses related to real estate operations, capital improvement expenses, debt service payments, general and administrative expenses, and distribution requirements place demands on our liquidity. ​ We intend to operate our properties from the cash flows generated by our properties. However, our expenses are affected by various factors, including inflation.
The acquisition of new properties, the payment of expenses related to real estate operations, capital improvement expenses, debt service payments, general and administrative expenses, and distribution requirements place demands on our liquidity. 36 Table of Contents We intend to operate our properties from the cash flows generated by our properties. However, our expenses are affected by various factors, including inflation.
We believe that our judgments and estimates are consistently applied and produce financial information that fairly presents our results of operations. Our most critical accounting policies involve our investments in sponsored REITs and our investments in real property.
We believe that our judgments and estimates are consistently applied and produce financial information that fairly presents our results of operations. Our 27 Table of Contents most critical accounting policies involve our investments in sponsored REITs and our investments in real property.
The lease includes a base annual rent and additional rent for our share of taxes and operating costs. ​ Off-Balance Sheet Arrangements ​ Investments in Sponsored REITs ​ As of December 31, 2024, 2023 and 2022, we held a common stock interest in one Sponsored REIT, Monument Circle, which is fully syndicated and in which we do not share economic benefit or risk.
The lease includes a base annual rent and additional rent for our share of taxes and operating costs. ​ Off-Balance Sheet Arrangements ​ Investments in Sponsored REITs ​ As of December 31, 2024 and 2023, we held a common stock interest in one Sponsored REIT, Monument Circle, which was fully syndicated and in which we did not share economic benefit or risk.
These decreases were partially offset by rental income earned from leases commencing after December 31, 2022.
These decreases were partially offset by rental income earned from leases commencing after December 31, 2024.
In addition, at any time, a tenant of one of our properties may seek the protection of bankruptcy laws, which could result in the rejection and termination of such tenant’s lease and thereby cause a reduction in cash available for distribution to our stockholders. ​ Real Estate Acquisition and Investment Activity ​ During 2024: ● on September 27, 2024, we agreed to extend the maturity date of our existing loan to Monument Circle that is secured by a mortgage on real estate owned by Monument Circle, which we refer to as the Sponsored REIT Loan, to September 30, 2025. ​ During 2023: ● on September 26, 2023, we agreed to extend the maturity date of the Sponsored REIT Loan, to September 30, 2024. ​ During 2022: ● we continued to actively explore additional potential real estate investment opportunities. ​ Property Dispositions and Assets Held for Sale ​ During 2024, we sold an office property located in Richardson, Texas on January 26, 2024, for a gross sales price of $35 million.
In addition, at any time, a tenant of one of our properties may seek the protection of bankruptcy laws, which could result in the rejection and termination of such tenant’s lease and thereby cause a reduction in cash available for distribution to our stockholders. ​ Real Estate Acquisition and Investment Activity ​ During 2025: ● we continued to explore additional potential real estate investment opportunities. ​ During 2024: ● on September 27, 2024, we agreed to extend the maturity date of our loan to Monument Circle that was secured by a mortgage on real estate owned by Monument Circle, which we refer to as the Sponsored REIT Loan, to September 30, 2025. ​ During 2023: ● on September 26, 2023, we agreed to extend the maturity date of the Sponsored REIT Loan, to September 30, 2024. ​ Property Dispositions and Assets Held for Sale ​ During 2025, we sold an office property located in Indianapolis, Indiana on June 6, 2025, for a gross sale price of $6 million, at a loss of $12.9 million. ​ During 2024, we sold an office property located in Richardson, Texas on January 26, 2024, for a gross sales price of $35 million.
The BMO Credit Agreement also contains financial covenants that require us to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage.
The BMO Credit Agreement also contained financial covenants that required us to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage.
The BofA Credit Agreement also contains financial covenants that require us to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage.
The BofA Credit Agreement also contained financial covenants that required us to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage.
The Note Purchase Agreement also contains financial covenants that require us to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage.
The Note Purchase Agreement also contained financial covenants that required us to maintain a minimum tangible net worth, a maximum leverage ratio, a maximum secured leverage ratio, a maximum secured recourse leverage ratio, a minimum fixed charge coverage ratio, a maximum unencumbered leverage ratio, and minimum unsecured interest coverage.
As a common stockholder, we had no rights to the Sponsored REIT’s earnings or any related cash distributions. However, upon liquidation of the sponsored REIT, we are entitled to our percentage interest as a common stockholder in any proceeds remaining after the preferred stockholders have recovered their investment.
As a common stockholder, we had no rights to the Sponsored REIT’s earnings or any related cash distributions. However, upon liquidation of the 39 Table of Contents Sponsored REIT, we were entitled to our percentage interest as a common stockholder in any proceeds remaining after the preferred stockholders recovered their investment.
Monument Circle had approximately $85,000 and $302,000 of rental income, and, $263,000 and $1,095,000 of operating expenses, for the three and twelve months ended December 31, 2024, respectively, and was 4.1% leased to two retail tenants as of December 31, 2024. ​ Rental Income Commitments ​ Our commercial real estate operations include the leasing of office buildings subject to leases with terms greater than one year.
Monument Circle had approximately $85,000 and $302,000 of rental income, and $263,000 and $1,095,000 of operating expenses, for the three months and year ended December 31, 2024, respectively. ​ Rental Income Commitments ​ Our commercial real estate operations include the leasing of office buildings subject to leases with terms greater than one year.
The impact of the COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results, such as the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, fluctuations in our level of dividends, increased costs of operations, making more difficult our ability to complete required capital expenditures in a timely manner and on budget, decreases in values of our real estate assets, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.
The impact of the COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results, such as the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms decreases in values of our real estate assets, and uncertainty regarding government and regulatory policy.
The Senior Notes consist of (i) Series A Senior Notes due April 1, 2026 in an aggregate principal amount of approximately $71.7 million, which we refer to as the Series A Notes, and (ii) Series B Senior Notes due April 1, 2026 in the aggregate principal amount of approximately $51.9 million, which we refer to as the Series B Notes.
The Senior Notes consisted of (i) Series A Senior Notes due April 1, 2026 in an aggregate principal amount of approximately $71.3 million, which we refer to as the Series A Notes, and (ii) Series B Senior Notes due April 1, 2026 in the aggregate principal amount of approximately $51.6 million, which we refer to as the Series B Notes.
We have included the NAREIT FFO definition as of May 17, 2016 in the table and note that other REITs may not define FFO in accordance with the NAREIT definition or may interpret the current NAREIT definition differently than we do. ​ We believe that in order to facilitate a clear understanding of the results of the Company, FFO should be examined in connection with net income and cash flows from operating, investing and financing activities in the consolidated financial statements. ​ The calculations of FFO are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, (in thousands): 2024 2023 2022 Net income (loss) ​ $ (52,723) ​ $ (48,110) ​ $ 1,094 ​ Gain on consolidation of Sponsored REIT ​ ​ — ​ ​ (394) ​ ​ 4,237 ​ (Gain) loss on sale of properties and impairment of assets held for sale, net ​ 20,826 23,384 ​ (27,939) ​ Depreciation and amortization ​ 44,757 ​ 54,694 ​ 63,689 ​ NAREIT FFO ​ 12,860 ​ 29,574 ​ 41,081 ​ Lease Acquisition costs ​ 426 ​ 390 ​ 262 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Funds From Operations ​ $ 13,286 ​ $ 29,964 ​ $ 41,343 ​ ​ Net Operating Income (NOI) ​ The Company provides property performance based on Net Operating Income, which we refer to as NOI.
We have included the NAREIT FFO definition as of May 17, 2016 in the table and note that other REITs may not define FFO in accordance with the NAREIT definition or may interpret the current NAREIT definition differently than we do. ​ We believe that in order to facilitate a clear understanding of the results of the Company, FFO should be examined in connection with net income or loss and cash flows from operating, investing and financing activities in the consolidated financial statements. ​ The calculations of FFO are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the year ended December 31, (in thousands): ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net loss ​ $ (44,960) ​ $ (52,723) ​ $ (48,110) ​ Gain on consolidation of Sponsored REIT ​ ​ — ​ ​ — ​ ​ (394) ​ Loss on sale of properties and impairment of asset held for sale, net ​ 12,902 20,826 ​ 23,384 ​ Depreciation and amortization ​ 42,609 ​ 44,757 ​ 54,694 ​ NAREIT FFO ​ 10,551 ​ 12,860 ​ 29,574 ​ Lease Acquisition costs ​ 456 ​ 426 ​ 390 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Funds From Operations ​ $ 11,007 ​ $ 13,286 ​ $ 29,964 ​ ​ Net Operating Income (NOI) ​ The Company provides property performance based on Net Operating Income, which we refer to as NOI.
We are focused on long-term growth and appreciation, as well as current income. ​ As of December 31, 2024, approximately 4.8 million square feet, or approximately 95.7% of our total owned and consolidated portfolio, was located in Dallas, Denver, Houston and Minneapolis. ​ The main factor that affects our real estate operations is the broad economic market conditions in the United States.
We are focused on long-term growth and appreciation. ​ As of December 31, 2025, all of our total owned portfolio, consisting of approximately 4.8 million square feet, was located in Dallas, Denver, Houston and Minneapolis. ​ The main factor that affects our real estate operations is the broad economic market conditions in the United States.
The leases thereon expire at various dates through 2037.
The leases thereon expire at various dates through 2042.
We believe these sources of funds will provide sufficient funds to adequately meet our obligations beyond the next twelve months. ​ 37 Table of Contents BMO Term Loan ​ We have a term loan borrowing in the aggregate principal amount of approximately $71.1 million as of December 31, 2024, which we refer to as the BMO Term Loan, with Bank of Montreal, as administrative agent, and the other lending institutions party thereto, that matures on April 1, 2026.
We believe these sources of funds will provide sufficient funds to adequately meet our obligations beyond the next twelve months. ​ BMO Term Loan ​ As of December 31, 2025, we had a term loan borrowing in the aggregate principal amount of approximately $70.7 million, which we refer to as the BMO Term Loan, with Bank of Montreal, as administrative agent, and the other lending institutions party thereto, which would have matured on April 1, 2026.
On average, tenant improvements for such leases were $26.06 per square foot, lease commissions were $9.72 per square foot and rent concessions were approximately four months of free rent.
On average, tenant improvements for such leases were $23.02 per square foot, lease commissions were $9.24 per square foot and rent concessions were approximately four months of free rent.
We have considered adding or refinancing existing term debt or raising capital through public offerings or At The Market (ATM) programs of our common stock.
We have considered raising capital through public offerings or At The Market (ATM) programs of our common stock.
During the year ended December 31, 2024, we leased approximately 616,000 square feet of office space in our owned properties, of which approximately 445,000 square feet were with existing tenants, at a weighted average term of 6.3 years.
During the year ended December 31, 2025, we leased approximately 413,000 square feet of office space in our owned properties, of which approximately 320,000 square feet were with existing tenants, at a weighted average term of 5.7 years.
As of December 31, 2024, we had approximately 1,428,000 square feet of vacancy in our owned properties compared to approximately 1,445,000 square feet of vacancy as of December 31, 2023.
As of December 31, 2025, we had 25 Table of Contents approximately 1,497,000 square feet of vacancy in our owned properties compared to approximately 1,428,000 square feet of vacancy at December 31, 2024.
Although there is no guarantee that we will be able to obtain the funds necessary for our future growth, we anticipate generating funds from continuing real estate operations and property dispositions. We believe that we have adequate funds to cover unusual expenses and capital improvements, in addition to normal operating expenses.
Although there is no guarantee that we will be able to obtain the funds necessary for our future growth, we anticipate generating funds from continuing real estate operations and property dispositions.
The decrease was primarily a result of: ​ ● A decrease in rental revenue of approximately $18.3 million arising primarily from the sale of three properties during 2022 and four properties in 2023 and other losses of rental income from lease expirations during the periods presented.
The decrease was primarily a result of : ​ ● A decrease in rental revenue of approximately $12.9 million arising primarily from the sale of one property in 2025 and three properties in 2024 and other losses of rental income from lease expirations during the periods presented.
Investors are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation, adverse changes in general economic or local market conditions, including the impact of recessionary concerns, inflation, energy prices and interest rates, as well as those resulting from the COVID-19 pandemic, and the impact of work-from-home and return-to-work policies, and other potential infectious disease outbreaks and terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, our inability to extend and/or refinance our debt or effect asset sales sufficient to repay such debt prior to the maturity dates thereof, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, expectations for future potential property dispositions, expectations for future potential leasing activity, expectations for the potential payment of special dividends, changes in interest rates as a result of economic market conditions, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, uncertainties relating to fiscal policy, changes in government regulations and regulatory uncertainty, geopolitical events, and expenditures that cannot be anticipated such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, increases in the level of general and administrative costs as a percentage of revenues as revenues decrease as a result of property dispositions, additional staffing, insurance increases and real estate tax valuation reassessments.
Investors are cautioned that our forward-looking statements involve risks and uncertainty, including without limitation, adverse changes in general economic or local market conditions, including as a result of the long-term effects of the COVID-19 pandemic, wars, terrorist attacks or other acts of violence, which may negatively affect the markets in which we and our tenants operate, impacts of changes in tariffs that the United States and other countries have announced or implemented, as well as any additional new tariffs, trade restrictions or export regulations that may be implemented or reversed in the future, inflation rates, interest rates, disruptions in the debt markets, economic conditions in the markets in which we own properties, risks of a lessening of demand for the types of real estate owned by us, adverse changes in energy prices, which if sustained, could negatively impact occupancy and rental rates in the markets in which we own properties, including energy-influenced markets such as Dallas, Denver and Houston, expectations for future potential property dispositions, expectations for future potential leasing activity, changes in government regulations and regulatory uncertainty, uncertainty about governmental fiscal policy, geopolitical events and expenditures that cannot be anticipated, such as utility rate and usage increases, delays in construction schedules, unanticipated increases in construction costs, unanticipated repairs, increases in the level of general and administrative costs as a percentage of revenues as revenues decrease as a result of property dispositions, additional staffing, insurance increases and real estate tax valuation reassessments.
If we misjudge or estimate incorrectly or if future tenant profitability, market or industry factors differ from our expectations, we may record an impairment charge which is inappropriate or fail to record a charge when we should have done so, or the amount of such charges may be inaccurate. ​ 29 Table of Contents Results of Operations ​ The following table shows financial results for the years ended December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ (in thousands) 2024 2023 Change Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental ​ $ 120,080 ​ $ 145,446 ​ $ (25,366) ​ Other ​ 32 ​ 261 ​ (229) ​ Total revenues ​ 120,112 ​ 145,707 ​ (25,595) ​ Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate operating expenses ​ 45,043 ​ 50,732 ​ (5,689) ​ Real estate taxes and insurance ​ 22,716 ​ 27,200 ​ (4,484) ​ Depreciation and amortization ​ 44,774 ​ 54,738 ​ (9,964) ​ General and administrative ​ 13,884 ​ 14,021 ​ (137) ​ Interest ​ 26,424 ​ 24,318 ​ 2,106 ​ Total expenses ​ 152,841 ​ 171,009 ​ (18,168) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on extinguishment of debt ​ ​ (1,042) ​ ​ (106) ​ ​ (936) ​ Gain on consolidation of Sponsored REIT ​ ​ — ​ ​ 394 ​ ​ (394) ​ Loss on sale of properties and impairment of assets held for sale, net ​ (20,826) ​ (23,384) ​ 2,558 ​ Interest income ​ 2,090 ​ 567 ​ 1,523 ​ Loss before taxes ​ (52,507) ​ (47,831) ​ (4,676) ​ Tax expense ​ 216 ​ 279 ​ (63) ​ Net loss ​ $ (52,723) ​ $ (48,110) ​ $ (4,613) ​ ​ Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 ​ Revenues ​ Total revenues decreased by $25.6 million to $120.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
During the three months ended September 30, 2024, an additional $0.7 million in costs related to the sale of properties previously sold were recorded. ​ Interest Income ​ During the years ended December 31, 2025 and December 31, 2024, we invested disposition proceeds in an interest-bearing account and earned $1.0 million and $2.1 million, respectively, in interest income. ​ Tax expense on income ​ Included in income taxes is an estimate of federal income taxes of $31,000 from the sale of Monument Circle and the Revised Texas Franchise Tax, which is a tax on revenues from Texas properties, which was $189,000 during the year ended December 31, 2025, compared to $216,000 during the year ended December 31, 2024. ​ Net loss ​ Net loss for the year ended December 31, 2025 was $45.0 million, compared to a net loss of $52.7 million for the year ended December 31, 2024, for the reasons described above. ​ 30 Table of Contents The following table shows financial results for the years ended December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ (in thousands) ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Change Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental ​ $ 120,080 ​ $ 145,446 ​ $ (25,366) ​ Other ​ 32 ​ 261 ​ (229) ​ Total revenues ​ 120,112 ​ 145,707 ​ (25,595) ​ Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real estate operating expenses ​ 45,043 ​ 50,732 ​ (5,689) ​ Real estate taxes and insurance ​ 22,716 ​ 27,200 ​ (4,484) ​ Depreciation and amortization ​ 44,774 ​ 54,738 ​ (9,964) ​ General and administrative ​ 13,884 ​ 14,021 ​ (137) ​ Interest ​ 26,424 ​ 24,318 ​ 2,106 ​ Total expenses ​ 152,841 ​ 171,009 ​ (18,168) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on extinguishment of debt ​ ​ (1,042) ​ ​ (106) ​ ​ (936) ​ Gain on consolidation of Sponsored REIT ​ ​ — ​ ​ 394 ​ ​ (394) ​ Loss on sale of properties and impairments of assets held for sale, net ​ (20,826) ​ (23,384) ​ 2,558 ​ Interest income ​ 2,090 ​ 567 ​ 1,523 ​ Loss before taxes ​ (52,507) ​ (47,831) ​ (4,676) ​ Tax expense ​ 216 ​ 279 ​ (63) ​ Net loss ​ $ (52,723) ​ $ (48,110) ​ $ (4,613) ​ ​ Comparison of the year ended December 31, 2024 to the year ended December 31, 2023 ​ Revenues ​ Total revenues decreased by $25.6 million to $120.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
During the three months ended September 30, 2023, we entered into a purchase and sales agreement, which was subsequently amended, to sell a property located in Richardson, Texas for a gross sales price of $35 million, at an expected loss of $2.1 million that was recorded as an impairment loss during the three months ended December 31, 2023. ​ Interest Income ​ During the three months ended December 31, 2023, we invested disposition proceeds in an interest bearing account and earned $0.6 million in interest income. ​ Tax expense on income ​ Included in income taxes is the Revised Texas Franchise Tax, which is a tax on revenues from Texas properties, which was $0.3 million during the year ended December 31, 2023, compared to $0.2 million during the year ended December 31, 2022. ​ Net income and loss ​ Net loss for year ended December 31, 2023, was $48.1 million compared to net income of $1.1 million for the year ended December 31, 2022, for the reasons described above. . ​ ​ 34 Table of Contents Non-GAAP Financial Measures ​ Funds From Operations ​ The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders.
During 2024, we used a portion of the disposition proceeds to reduce debt and earned $2.1 million in interest income from proceeds that remained invested. ​ Tax expense on income ​ Included in income taxes is the Revised Texas Franchise Tax, which is a tax on revenues from Texas properties, which was $0.2 million during the year ended December 31, 2024, compared to $0.3 million during the year ended December 31, 2023. ​ Net loss ​ Net loss for year ended December 31, 2024, was $52.7 million compared to $48.1 million for the year ended December 31, 2023, for the reasons described above. 33 Table of Contents Non-GAAP Financial Measures ​ Funds From Operations ​ The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders.
The calculations of NOI are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Operating Income (NOI) ​ ​ Year Year ​ ​ ​ (in thousands) ​ Rentable ​ Ended ​ Ended ​ Inc ​ % Region ​ Square Feet ​ 31-Dec-24 ​ 31-Dec-23 ​ (Dec) ​ Change ​ MidWest 757 ​ 5,753 ​ 7,008 ​ (1,255) (17.9) % South 1,909 ​ 18,139 ​ 18,746 ​ (607) (3.2) % West 2,140 ​ 24,135 ​ 25,335 ​ (1,200) (4.7) % Property NOI from the continuing portfolio 4,806 ​ 48,027 ​ 51,089 ​ (3,062) (6.0) % Dispositions, Non-Operating, Development or Redevelopment ​ ​ ​ 3,135 ​ 14,905 ​ (11,770) (16.5) % Property NOI ​ ​ ​ $ 51,162 ​ $ 65,994 ​ $ (14,832) (22.5) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same Store ​ ​ ​ $ 48,027 ​ $ 51,089 ​ $ (3,062) (6.0) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Nonrecurring ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Items in NOI (a) ​ ​ ​ 764 ​ 2,295 ​ (1,531) 2.9 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comparative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same Store ​ ​ ​ $ 47,263 ​ $ 48,794 ​ $ (1,531) (3.1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ Year ​ ​ ​ Ended ​ Ended ​ Reconciliation to Net loss 31-Dec-24 ​ 31-Dec-23 ​ Net loss ​ $ (52,723) ​ $ (48,110) ​ Add (deduct): ​ ​ ​ ​ ​ ​ ​ Loss on extinguishment of debt ​ ​ 1,042 ​ ​ 106 ​ Gain on consolidation of Sponsored REIT ​ ​ — ​ ​ (394) ​ Gain on sale of property ​ 20,826 ​ 23,384 ​ Management fee income ​ (1,713) ​ (1,707) ​ Depreciation and amortization ​ 44,775 ​ 54,738 ​ Amortization of above/below market leases ​ (18) ​ (45) ​ General and administrative ​ 13,884 ​ 14,021 ​ Interest expense ​ 26,425 ​ 24,318 ​ Interest income ​ (2,091) ​ (567) ​ Non-property specific items, net ​ 755 ​ 250 ​ Property NOI ​ $ 51,162 ​ $ 65,994 ​ (a) Nonrecurring Items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability. ​ ​ ​ ​ 36 Table of Contents Liquidity and Capital Resources ​ Cash and cash equivalents were $42.7 million and $127.9 million at December 31, 2024 and December 31, 2023, respectively.
The calculations of NOI are shown in the following table: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Operating Income (NOI) ​ ​ ​ ​ ​ ​ ​ ​ Year ​ ​ ​ Year ​ ​ ​ ​ ​ ​ ​ ​ ​ (in thousands) ​ Rentable ​ Ended ​ Ended ​ Inc ​ % Region ​ Square Feet ​ 31-Dec-25 ​ 31-Dec-24 ​ (Dec) ​ Change ​ MidWest 758 ​ 5,923 ​ 5,753 ​ 170 3.0 % South 1,908 ​ 17,608 ​ 18,139 ​ (531) (2.9) % West 2,142 ​ 22,498 ​ 24,135 ​ (1,637) (6.8) % Property NOI from the continuing portfolio 4,808 ​ 46,029 ​ 48,027 ​ (1,998) (4.2) % Dispositions, Non-Operating, Development or Redevelopment ​ ​ ​ (231) ​ 3,135 ​ (3,366) (6.3) % Property NOI ​ ​ ​ $ 45,798 ​ $ 51,162 ​ $ (5,364) (10.5) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same Store ​ ​ ​ $ 46,029 ​ $ 48,027 ​ $ (1,998) (4.2) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less Nonrecurring ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Items in NOI (a) ​ ​ ​ 353 ​ 764 ​ (411) 0.8 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Comparative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Same Store ​ ​ ​ $ 45,676 ​ $ 47,263 ​ $ (1,587) (3.4) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ Year ​ ​ ​ Ended ​ Ended ​ Reconciliation to Net loss ​ ​ ​ 31-Dec-25 ​ 31-Dec-24 ​ Net loss ​ $ (44,960) ​ $ (52,723) ​ Add (deduct): ​ ​ ​ ​ ​ ​ ​ Loss on extinguishment of debt ​ ​ 12 ​ ​ 1,042 ​ Gain on consolidation of Sponsored REIT ​ ​ — ​ ​ — ​ Gain on sale of property ​ 12,902 ​ 20,826 ​ Management fee income ​ (1,422) ​ (1,713) ​ Depreciation and amortization ​ 42,609 ​ 44,775 ​ Amortization of above/below market leases ​ - ​ (18) ​ General and administrative ​ 12,427 ​ 13,884 ​ Interest expense ​ 24,718 ​ 26,425 ​ Interest income ​ (986) ​ (2,091) ​ Non-property specific items, net ​ 498 ​ 755 ​ Property NOI ​ $ 45,798 ​ $ 51,162 ​ (a) Nonrecurring Items in NOI include proceeds from bankruptcies, lease termination fees or other significant nonrecurring income or expenses, which may affect comparability. ​ ​ ​ ​ 35 Table of Contents Liquidity and Capital Resources ​ Cash and cash equivalents were $30.6 million and $42.7 million at December 31, 2025 and December 31, 2024, respectively.
The weighted average variable interest rate on all amounts outstanding under the BMO Term Loan was 8.34% for the year ended December 31, 2024. As of December 31, 2023, the interest rate on the BMO Term Loan was 8.47% per annum.
The weighted average variable interest rate on all amounts outstanding under the BMO Term Loan was 8.34% for the year ended December 31, 2024. Effective April 1, 2025, the interest rate on the BMO Term Loan increased from 8.00% per annum to 9.00% per annum.
As of the date of this report, the impact of current economic conditions and geopolitical events and the long-term impact of the COVID-19 pandemic are adversely affecting the demand for office space in the United States. ​ Real Estate Operations ​ As of December 31, 2024, our real estate portfolio was comprised of 14 owned properties, which we refer to as our owned properties, and a non-controlling common stock interest in the corporation that is the sole member of FSP Monument Circle LLC, which corporation was organized to operate as a real estate investment trust, which we refer to as the Sponsored REIT.
As of the date of this report, the impact of current economic conditions and geopolitical events and the long-term impact of the COVID-19 pandemic are adversely affecting the demand for office space in the United States. ​ Real Estate Operations ​ As of December 31, 2025, our real estate portfolio was comprised of 14 owned properties, which we refer to as our owned properties.
The weighted average variable interest rate on all amounts outstanding under the BofA Term Loan was 8.34% for the year ended December 31, 2024. As of December 31, 2023, the interest rate on the BofA Revolver was 8.47% per annum.
The weighted average variable interest rate on all amounts outstanding under the BofA Term Loan was approximately 8.34% per annum for the year ended December 31, 2024. Effective April 1, 2025, the interest rate on the BofA Term Loan increased from 8.00% per annum to 9.00% per annum.
We were in compliance with the BofA Term Loan financial covenants as of December 31, 2024. ​ The BofA Credit Agreement provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with the provisions of the BofA Credit Agreement, certain cross defaults and a change in control (as defined in the BofA Credit Agreement).
The BofA Credit Agreement also provided for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, failure to comply with the provisions of the BofA Credit Agreement, certain cross defaults and a change in control (as defined in the BofA Credit Agreement). ​ Senior Notes ​ As of December 31, 2025, we had senior notes in the aggregate principal amount of approximately $122.9 million, which we refer to as the Senior Notes, which would have matured on April 1, 2026.
Average GAAP base rents under such leases were $30.06 per square foot, or 8.2% higher than average rents in the respective properties as applicable compared to the year ended December 31, 2023. ​ Our owned and consolidated properties were approximately 67.5% leased as of December 31, 2024, compared to 71.5% leased as of December 31, 2023.
Average GAAP base rents under such leases were $32.42 per square foot, or 5.7% higher than average rents in the respective properties as applicable compared to the year ended December 31, 2024. ​ As of December 31, 2025, leases for approximately 7.6% and 10.4% of the square footage in our owned portfolio are scheduled to expire during 2026 and 2027, respectively.
The one remaining asset held for sale was expected to sell for a gross sales price of $40.0 million at a loss of approximately $20.5 million, which was recorded as an impairment as of September 30, 2023; 27 Table of Contents however, on November 15, 2023, we received notice from the buyer indicating that the buyer was terminating the transaction and directing the deposit and interest be disbursed to us. ​ During 2022, we sold two office properties located in Broomfield, Colorado on August 31, 2022 for an aggregate sales price of $102.5 million, at a gain of approximately $24.1 million.
The one remaining asset held for sale was expected to sell for a gross sales price of $40.0 million at a loss of approximately $20.5 million, which was recorded as an impairment as of September 30, 2023; however, on November 15, 2023, we received notice from the buyer indicating that the buyer was terminating the transaction and directing the deposit and interest be disbursed to us. ​ We used, or intend to use, the proceeds of the dispositions primarily to repay outstanding indebtedness. ​ The dispositions of these properties did not represent a strategic shift that has a major effect on our operations and financial results.
Management believes that existing cash and cash anticipated to be generated internally by operations, including property dispositions, will be sufficient to meet working capital requirements and anticipated capital expenditures for at least the next 12 months.
See Note 12, Subsequent Events, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information on the Credit Agreement. ​ Management believes that existing cash and cash anticipated to be generated internally by operations, including property dispositions, will be sufficient to meet working capital requirements and anticipated capital expenditures for at least the next 12 months.
On February 21, 2024, we amended the terms of the Senior Notes by entering into a First Amendment to Note Purchase Agreement, which we refer to as the NPA First Amendment, with the purchasers party thereto.
The Notes were subject to the terms of the Note Purchase Agreement dated October 24, 2017, which we refer to as the Original Note Purchase Agreement, as amended by the First Amendment to Note Purchase Agreement dated February 21, 2024.
During the three months ended September 30, 2023, we entered into an agreement to sell a property in Atlanta, Georgia for a gross sales price of approximately $40.0 million, at an expected loss of $20.5 million that was recorded as an impairment loss.
An additional $5,000 of costs related to the sale were recorded during the three months ended March 31, 2024. ​ During the year ended December 31, 2024, we entered into an agreement to sell a property in Glen Allen, Virginia for a gross sales price of approximately $31.0 million at an expected loss of $13.2 million, which was recorded as an impairment, and we classified the property as an asset held for sale as of June 30, 2024.
We were in compliance with the BMO Term Loan financial covenants as of December 31, 2024. ​ The BMO Credit Agreement provides for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, certain cross defaults and a change in control (as defined in the BMO Credit Agreement).
The BMO Credit Agreement also provided for customary events of default with corresponding grace periods, including failure to pay any principal or interest when due, certain cross defaults and a change in control (as defined in the BMO Credit Agreement). ​ BofA Term Loan ​ As of December 31, 2025, we had a term loan borrowing in the amount of approximately $55.3 million, which we refer to as the BofA Term Loan, with Bank of America, N.A. as administrative agent, and other lending institutions party thereto, which would have matured on April 1, 2026.
We were in compliance with the Note Purchase Agreement financial covenants as of December 31, 2024. ​ Equity Offering ​ From time to time, we may issue debt securities, common stock, preferred stock or depository shares under a registration statement to fund the acquisition of additional properties, to pay down any existing debt financing and for other corporate purposes. ​ Stock Repurchases ​ On June 23, 2021, we announced that our Board of Directors had authorized the repurchase of up to $50 million of the Company’s common stock from time to time in the open market, privately negotiated transactions or other manners as permitted by federal securities laws.
We were in compliance with the Note Purchase Agreement financial covenants as of December 31, 2025. ​ Equity Offering ​ From time to time, we may issue debt securities, common stock, preferred stock or depository shares under a registration statement to fund the acquisition of additional properties, to pay down any existing debt financing and for other corporate purposes. ​ Contingencies ​ On March 9, 2026, the Company received an e-mail message from Iman Hossini, who purports to be a shareholder of the Company, demanding that the Board of Directors investigate alleged breaches of the fiduciary duty of due care and waste of corporate assets by George J.
As of December 31, 2024, approximately $71.7 million aggregate principal amount of the Series A Notes remained outstanding and approximately $51.9 million aggregate principal amount of the Series B Notes remained outstanding. ​ As of December 31, 2024, the interest rate on the Series A Notes was 8.00% per annum and the interest rate on the Series B Notes was 8.00% per annum.
As of December 31, 2025 and December 31, 2024, the interest rate on both the Series A Notes and the Series B Notes was 9.00% per annum and 8.00% per annum, respectively. ​ The Note Purchase Agreement contained customary affirmative and negative covenants.
The increase was primarily due to higher interest expense as a result of higher interest rates under the loan amendments we entered into on February 10, 2023 described below and was partially offset by a lower principal amount of debt outstanding compared to the year ended December 31, 2022. ​ Loss on extinguishment of debt ​ During the year ended December 31, 2023 and December 31, 2022, we repaid debt and incurred a loss on extinguishment of debt of approximately $0.1 million and $0.1 million, respectively, related to unamortized deferred financing costs on the dates of the repayments. ​ Gain on consolidation of Sponsored REIT ​ During the year ended December 31, 2023, we recorded a gain on consolidation of Sponsored REIT as a result of reducing the Monument Circle loan loss reserve, which resulted in a $0.4 million gain. ​ Impairment and loan reserve ​ During the year ended December 31, 2022, we recorded an impairment on a mortgage receivable of $4.2 million. ​ 33 Table of Contents Gain and loss on sale of properties and impairment ​ During the three months ended March 31, 2023, we sold an office property located in Elk Grove, Illinois on March 10, 2023, for a gross sales price of $29.1 million, at a gain of approximately $8.4 million. ​ During the three months ended September 30, 2023, we sold an office property located in Charlotte, North Carolina known as Forest Park, for a sales price of $9.2 million at a loss of approximately $0.8 million.
The decrease was primarily due to a lower principal amount of debt outstanding during the year ended December 31, 2025 compared to 29 Table of Contents the year ended December 31, 2024 and was partially offset by higher interest rates that went into effect on April 1, 2025 under the loan amendment we entered into on February 21, 2024. ​ Loss on extinguishment of debt ​ During the years ended December 31, 2025 and December 31, 2024, we repaid debt and incurred a loss on extinguishment of debt of approximately $12,000 and $1,042,000, respectively, related to unamortized deferred financing costs on the dates of the repayments. ​ Loss on sale of properties and impairment of assets held for sale, net ​ On April 7, 2025, Monument Circle entered into a purchase and sale agreement to sell its property located in Indianapolis, Indiana for a gross sales price of $6.0 million.
“Risk Factors”. ​ Economic Conditions ​ Although recent indicators suggest that economic activity has expanded at a modest pace, the global economy continues to experience significant disruptions as a result of various factors, including geopolitical events such as the wars conflicts in Ukraine and the Middle East, increasing tensions with China and Iran, the long-term impact of the COVID-19 pandemic and continuing supply chain difficulties.
“Risk Factors ”. ​ Economic Conditions ​ The global economy continues to experience significant disruptions as a result of various factors, including changes in U.S. trade or other policies or those policies of other nations, geopolitical events such as the conflicts in Ukraine and the Middle East, increasing tensions with China and Iran, tensions between the U.S. and Europe related to the sovereignty of Greenland, major political shifts domestically or internationally and continuing supply chain difficulties.
On February 21, 2024, we amended the BMO Term Loan by entering into a Second Amendment to Second Amended and Restated Credit Agreement with Bank of Montreal and the other lending institutions party thereto, which we refer to as the BMO Second Amendment.
The BMO Term Loan was subject to the terms of the Second Amended and Restated Credit Agreement dated September 27, 2018, which we refer to as the Original BMO Credit Agreement, as amended by the First Amendment to Second Amended and Restated Credit Agreement dated February 10, 2023, which we refer to as the BMO First Amendment, and the Second Amendment to Second Amended and Restated Credit Agreement dated February 21, 2024, which we refer to as the BMO Second Amendment.
Although occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position or results of operations. ​ Loan to Sponsored REIT ​ The Sponsored REIT Loan is secured by a mortgage on the underlying property and has a current term of less than one year.
Although occasional adverse decisions (or settlements) may occur, we believe that the final disposition of such matters will not have a material adverse effect on our financial position or results of operations. ​ 38 Table of Contents Other Considerations ​ We generally pay the ordinary annual operating expenses of our owned properties and Monument Circle from the rental revenue generated by the properties.
We refer to the Original BMO Credit Agreement, as amended by the BMO First Amendment and the BMO Second Amendment, as the BMO Credit Agreement. ​ The BMO Credit Agreement initially provided for an unsecured term loan borrowing in the amount of $220 million.
We refer to the Original BMO Credit Agreement, as amended by the BMO First Amendment and the BMO Second Amendment, as the BMO Credit Agreement. ​ As of December 31, 2024, the interest rate on the BMO Term Loan was 8.00% per annum.
For the three and twelve months ended December 31, 2024 and 2023, respectively, the rental income exceeded the expenses for each individual property, with the exception of Monument Circle for the three and twelve months ended December 31, 2024. ​ 42 Table of Contents Monument Circle has approximately 214,000 square feet of rentable space comprised of both office and street level retail space.
For the three months and year ended December 31, 2025 and 2024, respectively, the rental income exceeded the expenses for each individual property, with the exception of Monument Circle for the year ended December 31, 2025 and for the three months and year ended December 31, 2024. Monument Circle sold its property on June 6, 2025.
Prior to February 21, 2024, we referred to the BofA Term Loan as the BofA Revolver. On February 21, 2024, we amended the BofA Term Loan by entering into a Second Amendment to Credit Agreement with the lending institutions party thereto, which we refer to as the BofA Second Amendment.
The BofA Term Loan was subject to the terms of the Credit Agreement dated January 10, 2022, which we refer to as the Original BofA Credit Agreement, as amended by the First Amendment to Credit Agreement dated February 10, 2023, which we refer to as the BofA First Amendment, and the Second Amendment to Credit Agreement dated February 21, 2024, which we refer to as the BofA Second Amendment.
Approximate undiscounted cash flows of rental income from non-cancelable operating leases as of December 31, 2024 is: ​ ​ ​ ​ ​ ​ ​ Year ending (in thousands) ​ December 31, 2025 ​ $ 69,392 ​ 2026 ​ 64,321 ​ 2027 ​ 54,286 ​ 2028 ​ 48,479 ​ 2029 ​ 40,699 ​ Thereafter (2030-2037) ​ 113,033 ​ ​ ​ $ 390,210 ​ ​ Contractual Obligations ​ The following table sets forth our contractual obligations as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period Contractual ​ (in thousands) Obligations Total 2025 2026 2027 2028 2029 Thereafter ​ BofA Term Loan (1) ​ $ 61,189 ​ $ 4,450 ​ $ 56,739 ​ $ — ​ $ — ​ $ — ​ $ — ​ BMO Term Loan Tranche B (1) ​ ​ 78,187 ​ ​ 5,687 ​ ​ 72,500 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Series A Notes (1) ​ ​ 78,866 ​ ​ 5,736 ​ ​ 73,130 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Series B Notes (1) ​ ​ 57,111 ​ ​ 4,154 ​ ​ 52,957 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Operating Lease ​ 763 ​ 436 ​ 327 ​ — ​ — ​ — ​ — ​ Total ​ $ 276,116 ​ $ 20,463 ​ $ 255,653 ​ $ — ​ $ — ​ $ — ​ $ — ​ (1) Amounts include principal and interest payments. ​ The operating lease in the table above consists of our lease of corporate office space, which commenced September 1, 2010, and was amended on October 25, 2016 and on February 7, 2024.
Approximate undiscounted cash flows of rental income from non-cancelable operating leases as of December 31, 2025 is: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ending (in thousands) ​ December 31, 2026 ​ $ 68,480 ​ 2027 ​ 60,214 ​ 2028 ​ 55,237 ​ 2029 ​ 46,683 ​ 2030 ​ 36,019 ​ Thereafter (2031-2042) ​ 99,271 ​ ​ ​ $ 365,904 ​ ​ Contractual Obligations ​ The following table sets forth our contractual obligations as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period Contractual ​ (in thousands) Obligations ​ ​ ​ Total ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ Thereafter ​ BofA Term Loan (1)(2) ​ $ 56,556 ​ $ 56,556 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ BMO Term Loan Tranche B (1)(2) ​ ​ 72,266 ​ ​ 72,266 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Series A Notes (1)(2) ​ ​ 72,895 ​ ​ 72,895 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Series B Notes (1)(2) ​ ​ 52,786 ​ ​ 52,786 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Operating Lease ​ 327 ​ 327 ​ — ​ — ​ — ​ — ​ — ​ Total ​ $ 254,830 ​ $ 254,830 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ (1) Amounts include principal and interest payments.
The decrease was primarily a result of: ​ ● A decrease in real estate operating expenses and real estate taxes and insurance of approximately $9.4 million primarily attributable to the property dispositions noted above. ● A decrease in depreciation and amortization of approximately $9.1 million primarily attributable to the property dispositions noted above. ​ These decreases were partially offset by: ​ ● An increase in general and administrative expenses of $0.1 million primarily attributable to expenses relating to a proposed sale transaction that was terminated by the prospective buyer. ● An increase in interest expense of approximately $1.5 million.
The decrease was primarily a result of: ​ ● A decrease in real estate operating expenses and real estate taxes and insurance of approximately $7.5 million, which was primarily attributable to the property dispositions noted above. ● A decrease in depreciation and amortization of approximately $2.2 million, which was primarily attributable to the property dispositions noted above. ● A decrease in general and administrative expenses of $1.5 million, which was primarily attributable to lower professional fees and public company expenses of $0.9 million and lower personnel costs of $0.6 million during 2025 and higher fees and costs incurred from the loan amendment we entered into on February 21, 2024 during the year ended December 31, 2024. ● A decrease in interest expense of approximately $1.7 million.
In addition, various economic factors, including but not limited to, inflation and interest rates, are contributing to recessionary concerns for the economy of the United States. Economic conditions directly affect the demand for office space, our primary income producing asset.
Economic conditions directly affect the demand for office space, our primary income producing asset.
We refer to the Original Note Purchase Agreement, as amended by the NPA First Amendment, as the Note Purchase Agreement. ​ On February 21, 2024, as part of the NPA First Amendment, we repaid an approximately $29.2 million portion of the Series A Notes.
We refer to the Original Note Purchase Agreement, as amended by the NPA First Amendment, as the Note Purchase Agreement. ​ Effective April 1, 2025, the interest rates on both the Series A Notes and the Series B Notes permanently increased from 8.00% per annum to 9.00% per annum.
The 3.7% decrease in leased space was primarily a result of lease maturities that occurred during the year ended December 31, 2024, and the impact on leased percentage from the disposition of properties on January 26, 2024, July 8, 2024 and October 23, 2024, respectively. These decreases were partially offset by new leasing during the year ended December 31, 2024.
Our owned properties were approximately 68.9% leased as of December 31, 2025, a decrease from 70.3% leased as of December 31, 2024. The 1.4% decrease in leased space was primarily a result of lease expirations exceeding new executed leases during the year ended December 31, 2025.
During the three months ended September 30, 2023, we also recorded a gain on sale of $53,000 as a result of conveying approximately 7,826 square feet of land at our Addison, Texas property to the Town of Addison as part of a road revitalization project and increased the loss on sale of Forest Park by $38,000 as a result of final sales adjustments. ​ During the three months ended September 30, 2023, we entered into an agreement to sell a property in Miami, Florida, known as Blue Lagoon, for a gross sales price of approximately $68.0 million at an expected loss of $19.2 million that was recorded as an impairment loss.
During the three months ended September 30, 2024, we increased the expected loss on the property in Atlanta, Georgia by $6.6 million after we entered into a new agreement to sell the property for a gross sales price of $34.0 million. ​ During the year ended December 31, 2024, we sold an office property located in Richardson, Texas on January 26, 2024, for a sales price of $35.0 million at a loss of approximately $2.1 million.
Removed
We may look to acquire and/or develop quality properties in good locations in order to lessen the impact of downturns in the market and to take advantage of upturns when they occur. ​ We continue to believe that the current price of our common stock does not accurately reflect the intrinsic value of our underlying real estate assets and we will seek to increase shareholder value by (1) pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease 24 Table of Contents vacant space.
Added
We may look to acquire and/or develop quality properties in good locations in order to lessen the impact of downturns in the market and to take advantage of upturns when they occur. ​ 23 Table of Contents In May 2025, we announced that our Board of Directors had initiated a review of strategic alternatives in order to explore ways to maximize shareholder value. ​ Throughout the strategic review process, the Board of Directors and management directed its financial advisors to evaluate a broad range of strategic alternatives, including: ​ • Portfolio-level transactions • Individual asset dispositions • Joint venture structures • Corporate-level transactions • Liquidation scenarios • Refinancing alternatives ​ During the period from the commencement of the strategic review process to the date of this Annual Report: ​ • Transaction volume across many of our primary submarkets remained historically low. • Where transactions occurred, activity was frequently concentrated in lender-controlled or distressed situations and at pricing levels not reflective of stabilized intrinsic valuations. • Institutional capital in the office sector remained highly selective nationally, primarily targeting trophy or newly delivered assets in select gateway markets, or deeply discounted properties in distress scenarios.
Removed
As we continue to execute this strategy, our revenue, Funds From Operations, and capital expenditures may decrease in the short term. Proceeds from dispositions are intended to be used primarily for the repayment of debt. ​ For the year ended December 31, 2024, our disposition strategy resulted in aggregate gross sale proceeds of $100.0 million.
Added
As a result, reported transaction pricing may be influenced by a limited number of transactions that are not necessarily reflective of actual achievable values on our assets. • Lending liquidity for office assets in similar markets and with comparable occupancy profiles and lease maturities has been significantly constrained relative to historical norms, further limiting the ability to execute transactions at pricing levels consistent with long-term asset values. ​ On February 26, 2026, we closed a $320 million secured credit facility with an affiliate of TPG Credit.
Removed
On February 21, 2024, we repaid an aggregate amount of $102 million of debt in connection with the extensions of our BofA Term Loan, BMO Term Loan, our Series A Notes and our Series B Notes (each as defined in Liquidity and Capital Resources below).
Added
We repaid in full all of our then outstanding approximately $249 million aggregate principal amount of indebtedness with borrowings under the facility. The facility has an original stated maturity of February 26, 2029, subject to potential extension of up to one year at our option, subject to certain conditions.
Removed
On July 10, 2024 and October 25, 2024, we repaid an aggregate amount of $25.3 million and $27.4 million, respectively, of our debt previously outstanding under the BofA Term Loan, BMO Term Loan, Series A Notes and Series B Notes (each as defined in Liquidity and Capital Resources below). ​ In July 2022, we adopted a variable quarterly dividend policy, which replaced our previous regular quarterly dividend policy.
Added
The facility consists of (i) initial term loans in an aggregate principal amount of $275 million, and (ii) delayed draw term loans available upon the approval of the lenders party thereto in an aggregate principal amount of up to $45 million.
Removed
Under the variable quarterly dividend policy, the Board of Directors determines quarterly dividends based upon a variety of factors, including the Company’s estimates of its annual taxable income and the amount that the Company is required to distribute annually in the aggregate to enable the Company to continue to qualify as a real estate investment trust for federal income tax purposes. ​ As of February 21, 2024, the interest rate applicable to borrowings under the Senior Notes (as defined in Liquidity and Capital Resources below) was no longer based on the credit rating of our debt.
Added
The delayed draw term loans may be used, subject to certain conditions, to fund tenant improvements, leasing commissions, building improvements and other uses approved by the lender.
Removed
The credit rating for our senior unsecured debt was downgraded by Moody’s Investor Service from Ba1 to Ba3 on April 12, 2023, and from Ba3 to B3 on June 14, 2023.
Added
See Note 12, Subsequent Events, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information on the Credit Agreement. ​ We continue to believe that the intrinsic value of our real estate portfolio exceeds our current public market valuation.
Removed
As of December 31, 2024, our credit rating remains at B3. ​ Trends and Uncertainties ​ Long-Term Impact of COVID-19 Pandemic ​ Considerable uncertainty still surrounds the long-term impact of the COVID-19 pandemic and its potential effects on the population, including the spread of more contagious variants of the virus, and on the commercial real estate market and our business.
Added
However, our ability to realize that value is dependent upon transaction and financing liquidity in the relevant capital markets and property submarkets, including for assets of similar quality, occupancy levels, and weighted average lease terms.
Removed
During 2023 and 2024, the 25 Table of Contents Federal Reserve adjusted the federal funds rate target several times, most recently decreasing it by 25 basis points on December 18, 2024, to a range of 4.25% to 4.50%.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe do not believe that the interest rate risk on the BMO Term Loan is material as of December 31, 2024. ​ The following table presents, as of December 31, 2024, our contractual variable rate borrowings under our BofA Term Loan, which matures on April 1, 2026, and under our BMO Term Loan Tranche B, which matures on April 1, 2026. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ (in thousands) ​ Total 2024 2025 ​ 2026 2027 2028 Thereafter BofA Term Loan ​ $ 55,629 ​ $ — ​ $ — ​ $ 55,629 ​ $ — ​ $ — ​ $ — ​ BMO Term Loan Tranche B ​ ​ 71,082 ​ ​ — ​ ​ — ​ ​ 71,082 ​ ​ — ​ ​ — ​ ​ — ​ Total ​ $ 126,711 ​ $ — ​ $ — ​ $ 126,711 ​ $ — ​ $ — ​ $ — ​ ​ ​
Biggest changeWe do not believe that the interest rate risk on the BMO Term Loan was material as of December 31, 2025. ​ The following table presents, as of December 31, 2025, our contractual variable rate borrowings under our BofA Term Loan, which would have matured on April 1, 2026, and under our BMO Term Loan Tranche B, which would have matured on April 1, 2026.
As of December 31, 2024 and December 31, 2023, if market rates on our outstanding borrowings under the BofA Term Loan and the BofA Revolver, respectively, subject to a floating rate increased by 10% at maturity, or approximately 80 and 85 basis points, respectively, over the current variable rate, the increase in interest expense would have decreased future earnings and cash flows by approximately $0.4 million and $0.8 million, respectively.
As of December 31, 2025 and December 31, 2024, if market rates on our outstanding borrowings under the BofA Term Loan, subject to a floating rate increased by 10% at maturity, or approximately 90 and 80 basis points, respectively, over the current variable rate, the increase in interest expense would have decreased future earnings and cash flows by approximately $0.5 million and $0.4 million, respectively.
The interest rate on the BofA Term Loan as of December 31, 2024 and the BofA Revolver as of December 31, 2023, was SOFR plus an adjustment of 0.11448% plus 300 basis points, or 8.00% and 8.47% per annum, respectively.
The interest rate on the BofA Term Loan as of December 31, 2025 and December 31, 2024, was SOFR plus an adjustment of 0.11448% plus 300 basis points and 400 basis points, respectively, or 9.00% and 8.00% per annum, respectively.
The interest rate on the BMO Term Loan as of December 31, 2024 was SOFR plus an adjustment of 0.11448% plus 300 basis points, or 8.00% per annum.
The interest rate on the BMO Term Loan as of December 31, 2025 was SOFR plus an adjustment of 0.11448% plus 400 basis points, or 9.00% per annum.
There was $55.6 million outstanding on the BofA Term Loan and $90 million drawn on the BofA Revolver as of December 31, 2024 and December 31, 2023, respectively.
There was $55.3 million and $55.6 million outstanding on the BofA Term Loan as of December 31, 2025 and December 31, 2024, respectively.
On February 8, 2023, we terminated all outstanding interest rate swaps applicable to the BMO Term Loan and, on February 10, 2023, we received an aggregate of approximately $4.3 million as a result of such terminations, of which approximately $0.1 million related to interest receivable. ​ As of December 31, 2024, if market rates on our outstanding borrowings under the BMO Term Loan were subject to a floating rate increased by 10% at maturity, or approximately 80 basis points over the current variable rate, the increase in interest expense would have decreased future earnings and cash flows by approximately $0.6 million.
We do not believe that the interest rate risk on the BofA Term Loan was material as of December 31, 2025. ​ As of December 31, 2025, if market rates on our outstanding borrowings under the BMO Term Loan were subject to a floating rate increased by 10% at maturity, or approximately 90 basis points over the current variable rate, the increase in interest expense would have decreased future earnings and cash flows by approximately $0.6 million.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . ​ Market Rate Risk ​ We are exposed to changes in interest rates primarily from our floating rate borrowing arrangements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . ​ Market Rate Risk ​ Prior to our entering into the Credit Agreement and repaying all outstanding indebtedness under the BofA Term Loan and BMO Term Loan, we were exposed to changes in interest rates primarily from our floating rate borrowing arrangements.
Removed
We do not believe that the interest rate risk on the BofA Term Loan is material as of December 31, 2024. ​ Although the interest rate on the BMO Term Loan is variable, the Company fixed the base LIBOR interest rate on the BMO Term Loan by entering into interest rate swap agreements.
Added
On February 26, 2026, we entered into the Credit Agreement, which provides for the Initial Term Loans in an aggregate principal amount of $275 million. We used the net proceeds of the Initial Term Loans to refinance and retire all outstanding indebtedness under the BMO Term Loan and the BofA Term Loan.
Removed
On February 20, 2019, the Company fixed the interest rate for the period beginning August 26, 2020 and ending January 31, 2024 on the BMO Term Loan with interest rate swap agreements (the “2019 BMO Interest Rate Swap”).
Added
See Note 12, Subsequent Events, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information on the Credit Agreement. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payment due by period ​ ​ (in thousands) ​ ​ ​ ​ Total ​ ​ ​ 2026 ​ ​ ​ 2027 ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 ​ ​ ​ Thereafter BofA Term Loan ​ $ 55,315 ​ $ 55,315 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ BMO Term Loan Tranche B ​ ​ 70,680 ​ ​ 70,680 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ Total ​ $ 125,995 ​ $ 125,995 ​ $ — ​ $ — ​ $ — ​ $ — ​ $ — ​ ​ ​

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