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What changed in American Strategic Investment Co.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of American Strategic Investment Co.'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.

+281 added−317 removedSource: 10-K (2026-04-15) vs 10-K (2025-03-19)

Top changes in American Strategic Investment Co.'s 2025 10-K

281 paragraphs added · 317 removed · 199 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOrganizational Structure Substantially all of our business is conducted through New York City Operating Partnership, L.P. (the “OP”), a Delaware limited partnership, and its wholly-owned subsidiaries. Our Advisor manages our day-to-day business with the assistance of our property manager, New York City Properties, LLC (the “Property Manager”).
Biggest change(the “OP”), a Delaware limited partnership, and its wholly-owned subsidiaries. Our Advisor manages our day-to-day business with the assistance of our property manager, New York City Properties, LLC (the “Property Manager”). Our Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to us.
However, b ecause of our recent operating history of taxable losses from our results of operations, we are not able to conclude that it is more likely than not we will realize the future benefit of our NOLs; thus we have provided a 100% v aluation allowance as of December 31, 2024 .
However, b ecause of our recent operating history of taxable losses from our results of operations, we are not able to conclude that it is more likely than not we will realize the future benefit of our NOLs; thus we have provided a 100% v aluation allowance as of December 31, 2025 .
We did not make any material capital expenditures in connection with environmental, health and safety laws, ordinances and regulations in the year ended December 31, 2024 and do not expect that we will be required to make any such material capital expenditures during the year ending December 31, 2025.
We did not make any material capital expenditures in connection with environmental, health and safety laws, ordinances and regulations in the year ended December 31, 2025 and do not expect that we will be required to make any such material capital expenditures during the year ending December 31, 2026.
The net cash provided by our operations has not been sufficient to fund operating expenses and other capital requirements during the years ended December 31, 2024, 2023 and 2022.
The net cash provided by our operations has not been sufficient to fund operating expenses and other capital requirements during the years ended December 31, 2025, 2024 and 2023.
The term “parent" for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant. We also seek to maintain high occupancy rates through long-term leases. As of December 31, 2024, our portfolio was 80.8% occupied with a weighted average remaining lease term of 6.3 years.
The term “parent" for these purposes includes any entity, including any governmental entity, owning more than 50% of the voting stock in a tenant. We also seek to maintain high occupancy rates through long-term leases. As of December 31, 2025, our portfolio was 80.3% occupied with a weighted average remaining lease term of 6.1 years.
Tenants and Leasing Our portfolio features a diverse tenant mix across six mixed-use office and retail condominium buildings primarily located in Manhattan.
Tenants and Leasing Our portfolio features a diverse tenant mix across five mixed-use office and retail condominium buildings primarily located in Manhattan.
As of December 31, 2024 and 2023, respectively, there were no tenants whose annualized rental income on a straight-line basis, based on leases commenced, represented greater than 10% of total annualized rental income for all portfolio properties on a straight-line basis.
As of December 31, 2024, there were no tenants whose annualized rental income on a straight-line basis, based on leases commenced, represented greater than 10% of total annualized rental income for all portfolio properties on a straight-line basis.
In addition, our top 10 tenants (measured based on rental income on a straight-line basis for the year ended December 31, 2024) are 55% actual investment grade rated and 22% implied investment grade rated. For our purposes, “investment grade” includes both tenants (or lease guarantors) with actual investment grade ratings or tenants with “implied” investment grade ratings.
In addition, our top 10 tenants (measured based on rental income on a straight-line basis for the year ended December 31, 2025) are 44% actual investment grade rated and 25% implied investment grade rated. For our purposes, “investment grade” includes both tenants (or lease guarantors) with actual investment grade ratings or tenants with “implied” investment grade ratings.
For additional information, see Note 8 — Stockholders’ Equity to our consolidated financial statements included in this Annual Report on Form 10-K (our “2024 Financial Statements”).
For additional information, see Note 9 — Stockholders’ Equity to our consolidated financial statements included in this Annual Report on Form 10-K (our “2025 Financial Statements”).
Our ability to fund our capital requirements will depend on, among other things, the amount of cash we are able to generate from our operations and outside sources, which may not be available on acceptable or favorable terms, or at all” herein for a discussion of how we have funded our capital requirements and some related risks.
Our ability to fund our capital requirements will depend on, among other things, the amount of cash we are able to generate from our operations and outside sources, which may not be available on acceptable or favorable terms, or at all” herein for a discussion of how we have funded our capital requirements and some related risks. 2 Organizational Structure Substantially all of our business is conducted through New York City Operating Partnership, L.P.
For more detailed information on these transactions, please see Note 3 — Real Estate Investments , Note 8 — Stockholders’ Equity and Note 10 — Related Party Transactions to our 2024 Financial Statements.
For more detailed information on these transactions, please see Note 4 — Real Estate Investments , Note 9 — Stockholders’ Equity and Note 11 — Related Party Transactions to our 2025 Financial Statements.
As of December 31, 2024, on a weighted-average basis based on annualized straight-line rent, 28% of our tenants were in the financial services sector, 17% of our tenants were in the government/public administration sector, 10% of our tenants were in the retail sector, and no other sector accounted for more than 10%.
As of December 31, 2025, on a weighted-average basis based on annualized straight-line rent, 27% of our tenants were in the government / public administration sector, 14% of our tenants were in the retail sector, 13% of our tenants were in the non-profit sector, 10% of our tenants were in the office space sector, 10% of our tenants were in the fitness sector, and no other sector accounted for more than 10%.
Regulations - Environmental and Related Matters As an owner of real estate, we are subject to various environmental laws of federal, state and local governments. Compliance with existing laws has not had a material adverse effect on our financial condition or results of operations, and management does not believe it will have such an impact in the future.
Compliance with existing laws has not had a material adverse effect on our financial condition or results of operations, and management does not believe it will have such an impact in the future.
See “ Leasing/Occupancy” section in Item 7A.Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources for additional information. Our business is generally not seasonal.
See “ Leasing/Occupancy” section in Item 7A.Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources for additional information. Our business is generally not seasonal. Financing Strategies and Policies In the year ended December 31, 2025 and other recent years, our primary source of capital has been cash on hand.
In an effort to preserve our operating cash, we have issued shares of our Class A common stock in lieu of cash to our Advisor and Property Manager as payment for providing services to us. For additional information, please see Note 10 — Related Party Transactions to our 2024 Financial Statements.
We also reimburse these entities for certain expenses they incur in providing these services to us. In an effort to preserve our operating cash, we have issued shares of our Class A common stock in lieu of cash to our Advisor and Property Manager as payment for providing services to us.
Our real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities and parking garages that do not accompany office spaces. As of December 31, 2024, we owned six properties consisting of approximately 1.0 million rentable square feet.
Our real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities and parking garages that do not accompany office spaces.
Competition from these and other third-party real estate investors may limit the number of suitable investment opportunities available to us and increase prices, which will lower yields, making it more difficult for us to acquire new investments on attractive terms. 3 Regulations - General Our investments are subject to various federal, state and local laws, ordinances and regulations, including, among other things, the Americans with Disabilities Act of 1990, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity.
Regulations - General Our investments are subject to various federal, state and local laws, ordinances and regulations, including, among other things, the Americans with Disabilities Act of 1990, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity.
We believe that we have all permits and approvals necessary under current law to operate our investments. These regulations have not and are not expected to have a material impact on our capital expenditures, competitive position, and financial condition or results of operations during the next twelve months.
These regulations have not and are not expected to have a material impact on our capital expenditures, competitive position, and financial condition or results of operations during the next twelve months. 3 Regulations - Environmental and Related Matters As an owner of real estate, we are subject to various environmental laws of federal, state and local governments.
Removed
In furtherance of this strategy, we initiated the sale of certain properties in 2024 to reduce the leverage and generate capital for diversification efforts.
Added
As of December 31, 2025, we owned five properties consisting of 0.7 million rentable square feet, which rentable square footage figure excludes one property, 1140 Avenue of Americas, which is in a consensual foreclosure process.
Removed
On December 18, 2024, our wholly-owned subsidiary, ARCNYC570SEVENTH, LLC, consummated the sale of the 9 Times Square Midtown Manhattan property (“9 Times Square”) to 9 Times Square Acquisitions, LLC, pursuant to that certain purchase and sale agreement, dated August 1, 2024, as amended on November 19, 2024.
Added
In furtherance of this strategy, we pursued a cooperative consensual foreclosure with the lender for our 1140 Avenue of the Americas property in September 2025, and on September 11, 2025, the New York County Court overseeing the foreclosure appointed a receiver.
Removed
The 9 Times Square was sold for a gross purchase price of $63.5 million. See “Item 2.
Added
In connection with the foreclosure, we recognized a gain of $47.9 million for 1140 Avenue of the Americas that is reflected in the consolidated statements of operations. See “Item 2.
Removed
Financing Strategies and Policies In the year ended December 31, 2024 and other recent years, our primary source of capital has been cash on hand, which includes excess proceeds from property-level financings secured by certain of our properties.
Added
As of December 31, 2025, there were two tenants whose annualized rental income on a straight-line basis, based on leases commenced, represented greater than 10% of total annualized rental income for all portfolio properties on a straight-line basis.
Removed
During the year ended December 31, 2024 other sources of capital included (i) the sale of the 9 Times Square for a gross purchase price of $63.5 million, and (ii) the issuance of shares of our Class A common stock in lieu of cash for our asset management fee, property management fee and general and administrative fee which are payable to our Advisor on a monthly basis.
Added
During the year ended December 31, 2025 other sources of capital included cash retained from the Advisor from (a) deferring payment of related-party management fees to the Advisor as needed or (b) providing a bridge loan when necessary.
Removed
Impact of COVID-19 and Changing In-Office Working Arrangements on the New York City Real Estate Market New York City, where all of our properties are located, was among the hardest hit locations in the country by the COVID-19 pandemic and fully reopened on March 7, 2022.
Added
For additional information, please see Note 11 — Related Party Transactions and Arrangements to our 2025 Financial Statements.
Removed
While the COVID-19 pandemic has subsided, not all tenants have fully resumed operations and the New York City real estate market continues to be challenged as a result of the impact the COVID-19 pandemic had on the changing nature of in-office working arrangements. 2 Our portfolio is primarily comprised of office and retail tenants.
Added
Competition from these and other third-party real estate investors may limit the number of suitable investment opportunities available to us and increase prices, which will lower yields, making it more difficult for us to acquire new investments on attractive terms.
Removed
We have collected 100% of cash rent due across our entire portfolio for the three months December 31, 2024 (based on annualized straight-line rent as of December 31, 2024). We expect our cash rent collections will stay at that level, however there can be no assurance that we will be able to collect cash rent due in the future.
Added
We believe that we have all permits and approvals necessary under current law to operate our investments.
Removed
For additional information on the past and ongoing impacts of COVID-19 on our business as well as managements actions, see “Management Update on the Continuing Adverse Economic Impacts Since the COVID-19 Pandemic” in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Removed
Our Advisor and Property Manager are under common control with AR Global Investments, LLC (“AR Global”) and these related parties receive compensation and fees for providing services to us. We also reimburse these entities for certain expenses they incur in providing these services to us.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

76 edited+26 added−33 removed248 unchanged
Biggest changeConflicts that arise may not be resolved in our favor and could result in actions that are adverse to us. • We may terminate our advisory agreement in only limited circumstances, which may require payment of a termination fee. • We have substantial indebtedness and may be unable to repay, refinance, restructure or extend our indebtedness as it becomes due and we may incur additional indebtedness in the future. • We have been in breach of several of our mortgage loan covenants, which are not events of default, for multiple quarters. • The stockholder rights plan adopted by our Board, our classified board and other aspects of our corporate structure and Maryland law may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders. • Failure to qualify as a REIT for prior taxable years would subject us to U.S. federal income tax and potentially state and local tax. 5 Risks Related to Our Properties and Operations All of our real estate assets are located in the New York City area and, therefore, our business is particularly vulnerable to an economic downturn in New York City.
Biggest changeConflicts that arise may not be resolved in our favor and could result in actions that are adverse to us. • We may terminate our advisory agreement in only limited circumstances, which may require payment of a termination fee. • We have substantial indebtedness and may be unable to repay, refinance, restructure or extend our indebtedness as it becomes due and we may incur additional indebtedness in the future. • We have been in breach of several of our mortgage loan covenants for multiple quarters, some which may be determined to be events of default. • There can be no assurance that we will be able to regain compliance or comply with the continued listing standards of NYSE, which could result in the delisting of our securities, limit the liquidity and market for our securities, and subject us to additional trading restrictions. • The stockholder rights plan adopted by our Board, our classified board and other aspects of our corporate structure and Maryland law may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders. 5 • Failure to qualify as a REIT for prior taxable years would subject us to U.S. federal income tax and potentially state and local tax.
The amount of our indebtedness could have material adverse consequences for us, including: 17 • hindering our ability to adjust to changing market, industry or economic conditions; • limiting our ability to access the capital markets to raise additional equity or debt on favorable terms or at all, whether to refinance maturing debt, to fund acquisitions, to fund dividends or for other corporate purposes; • limiting the amount of cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses; • making us more vulnerable to economic or industry downturns, including interest rate increases; • requiring us to dispose of one or more of our properties at disadvantageous prices in order to service our indebtedness or to raise funds to pay indebtedness at maturity; and • resulting in an event of default if we fail to pay our debt obligations when due, fail to refinance our maturing debt timely, or fail to comply with the financial and other restrictive covenants contained in our loan agreements which event of default could rise to the lender’s right to accelerate the amount due under the applicable loan and could permit certain of our lenders to foreclose on our assets securing the debt.
The amount of our indebtedness could have material adverse consequences for us, including: • hindering our ability to adjust to changing market, industry or economic conditions; • limiting our ability to access the capital markets to raise additional equity or debt on favorable terms or at all, whether to refinance maturing debt, to fund acquisitions, to fund dividends or for other corporate purposes; • limiting the amount of cash flow available for future operations, acquisitions, dividends, stock repurchases or other uses; • making us more vulnerable to economic or industry downturns, including interest rate increases; • requiring us to dispose of one or more of our properties at disadvantageous prices in order to service our indebtedness or to raise funds to pay indebtedness at maturity; and • resulting in an event of default if we fail to pay our debt obligations when due, fail to refinance our maturing debt timely, or fail to comply with the financial and other restrictive covenants contained in our loan agreements which event of default could rise to the lender’s right to accelerate the amount due under the applicable loan and could permit certain of our lenders to foreclose on our assets securing the debt.
In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.
In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to 10 eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system.
Our revenues is largely dependent on the success and economic viability of our tenants and, as a result, our financial condition and results of operations may be adversely affected. 11 We may in the future acquire or originate real estate debt or invest in real estate-related securities issued by real estate market participants, which could expose us to additional risks.
Our revenues is largely dependent on the success and economic viability of our tenants and, as a result, our financial condition and results of operations may be adversely affected. We may in the future acquire or originate real estate debt or invest in real estate-related securities issued by real estate market participants, which could expose us to additional risks.
This claim could be paid only if funds were available, and then only in the same percentage as that realized on other unsecured claims. A tenant or lease guarantor bankruptcy could delay efforts to collect past due balances under the relevant leases, and could ultimately preclude full collection of these sums.
This claim could be paid only if funds were available, and then only in the same percentage as that realized on other unsecured claims. 12 A tenant or lease guarantor bankruptcy could delay efforts to collect past due balances under the relevant leases, and could ultimately preclude full collection of these sums.
Increased economic volatility could adversely affect our tenants’ abilities to conduct their operations profitably or our ability to borrow money or issue capital stock at acceptable prices. Inflation may have an adverse effect on our investments and results of operations. Recent increases in the rate of inflation, both real and anticipated, may impact our investments and results of operations.
Increased economic volatility could adversely affect our tenants’ abilities to conduct their operations profitably or our ability to borrow money or issue capital stock at acceptable prices. 14 Inflation may have an adverse effect on our investments and results of operations. Recent increases in the rate of inflation, both real and anticipated, may impact our investments and results of operations.
Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by these disruptions. 23 As reliance on technology has increased, so have the risks posed to those systems.
Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional costs to remedy damages caused by these disruptions. As reliance on technology has increased, so have the risks posed to those systems.
In addition, we may abandon opportunities to enter new markets or acquire new classes of property that we have begun to explore for any reason and may, as a result, fail to recover expenses already incurred. We may be adversely affected by certain trends that reduce demand for office real estate.
In addition, we may abandon opportunities to enter new markets or acquire new classes of property that we have begun to explore for any reason and may, as a result, fail to recover expenses already incurred. 15 We may be adversely affected by certain trends that reduce demand for office real estate.
Compliance with these covenants, conditions, restrictions, and easements may adversely affect our operating costs and reduce the amount of funds that we have available for other purposes. Our real properties are subject to property taxes that may increase in the future, which could adversely affect our cash flow.
Compliance with these covenants, conditions, restrictions, and easements may adversely affect our operating costs and reduce the amount of funds that we have available for other purposes. 13 Our real properties are subject to property taxes that may increase in the future, which could adversely affect our cash flow.
The occurrence of any of the risks discussed in this Annual Report on Form 10-K could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends on our Class A common stock and they may also impact the trading price of our Class A common stock. 4 Summary Risk Factors • Our real estate assets are located in the New York City area and, therefore, our business is particularly vulnerable to an economic downturn in New York City, including trends that reduce demand for office real estate or risks that affect the general and New York City retail environments. • Risks related to operating businesses that are not REIT qualifying assets and being classified as a taxable C corporation. • Our ability to fund our capital requirements will depend on, among other things, the amount of cash we are able to generate from our operations and outside sources, which may not be available on acceptable or favorable terms, or at all. • Our ability to maintain effective system of internal control over financial reporting. • Certain periods of our unaudited financial statements were required to be restated or revised as a result of management identifying and reporting a material weakness in our internal control over financial reporting for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022. • There is no assurance that we will restart paying cash dividends. • We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the global COVID-19 pandemic, which may have a material adverse effect on our business. • The ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict may adversely impact our business operations and financial performance. • Inflation may have an adverse effect on our investments and results of operations • Increasing interest rates could increase the amount of our debt payments. • We depend on tenants for our revenue, and accordingly lease terminations, tenant default and bankruptcy have adversely affected and could in the future adversely affect the income produced by our properties. • Our ability to maintain or increase rental rates, and to renew leases with current tenants or enter into new leases with new tenants at competitive rental rates. • We may change our targeted investments without stockholder consent, and our strategy to acquire assets opportunistically involves a higher risk of loss than more conservative investment strategies. • Risks related to our relatively small asset base and the high concentration of our total assets in two large individual real estate assets, including the reliance on three major tenants. • We may incur additional risks from acquisition or origination of real estate debt or investment in real estate-related securities issued by real estate market participants. • Costs of complying with governmental laws and regulations, including those relating to environmental matters and discovery of previously undetected environmentally hazardous conditions, may adversely affect our operating results. • We depend on our Advisor and our Property Manager to provide us with executive officers, key personnel and all services required for us to conduct our operations and our operating performance may be impacted by any adverse changes in the financial health or reputation of our Advisor and our Property Manager. • All of our executive officers face conflicts of interest, such as conflicts created by the terms of our agreements with the Advisor and compensation payable thereunder, conflicts allocating investment opportunities to us, and conflicts in allocating their time and attention to our matters.
The occurrence of any of the risks discussed in this Annual Report on Form 10-K could have a material adverse effect on our business, financial condition, results of operations and ability to pay dividends on our Class A common stock and they may also impact the trading price of our Class A common stock. 4 Summary Risk Factors • Our real estate assets are located in the New York City area and, therefore, our business is particularly vulnerable to an economic downturn in New York City, including trends that reduce demand for office real estate or risks that affect the general and New York City retail environments. • Risks related to operating businesses that are not REIT qualifying assets and being classified as a taxable C corporation. • Our ability to fund our capital requirements will depend on, among other things, the amount of cash we are able to generate from our operations and outside sources, which may not be available on acceptable or favorable terms, or at all. • Our ability to maintain effective system of internal control over financial reporting. • Certain periods of our unaudited financial statements were required to be restated or revised as a result of management identifying and reporting a material weakness in our internal control over financial reporting for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022. • There is no assurance that we will restart paying cash dividends. • We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the global COVID-19 pandemic, which may have a material adverse effect on our business. • The ongoing Russia-Ukraine conflict, the recent escalation of the Israel-Hamas conflict, and the U.S. and Israel conflict with Iran may adversely impact our business operations and financial performance. • Inflation may have an adverse effect on our investments and results of operations • Increasing interest rates could increase the amount of our debt payments. • We depend on tenants for our revenue, and accordingly lease terminations, tenant default and bankruptcy have adversely affected and could in the future adversely affect the income produced by our properties. • Our ability to maintain or increase rental rates, and to renew leases with current tenants or enter into new leases with new tenants at competitive rental rates. • We may change our targeted investments without stockholder consent, and our strategy to acquire assets opportunistically involves a higher risk of loss than more conservative investment strategies. • Risks related to our relatively small asset base and the high concentration of our total assets in one large individual real estate asset, including the reliance on seven major tenants. • We may incur additional risks from acquisition or origination of real estate debt or investment in real estate-related securities issued by real estate market participants. • Costs of complying with governmental laws and regulations, including those relating to environmental matters and discovery of previously undetected environmentally hazardous conditions, may adversely affect our operating results. • We depend on our Advisor and our Property Manager to provide us with executive officers, key personnel and all services required for us to conduct our operations and our operating performance may be impacted by any adverse changes in the financial health or reputation of our Advisor and our Property Manager. • All of our executive officers face conflicts of interest, such as conflicts created by the terms of our agreements with the Advisor and compensation payable thereunder, conflicts allocating investment opportunities to us, and conflicts in allocating their time and attention to our matters.
We cannot assure our stockholders that the tenant or its trustee will assume our lease and that our cash flow and the amounts available for distributions to our stockholders will not be adversely affected. 13 A sale-leaseback transaction may be recharacterized in a tenant’s bankruptcy proceeding.
We cannot assure our stockholders that the tenant or its trustee will assume our lease and that our cash flow and the amounts available for distributions to our stockholders will not be adversely affected. A sale-leaseback transaction may be recharacterized in a tenant’s bankruptcy proceeding.
Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our OP and its subsidiaries will be available to satisfy the claims of our creditors or to pay our stockholders only after all the liabilities and obligations of our OP and its subsidiaries have been paid in full. U.S.
Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our OP and its subsidiaries will be available to satisfy the claims of our creditors or to pay our stockholders only after all the liabilities and obligations of our OP and its subsidiaries have been paid in full. 24 U.S.
We are also exposed to these risks through the commercial real estate loans underlying a commercial real estate security we hold, which may result in us not recovering a portion or all of our investment in such commercial real estate security.
We are also exposed to these risks 11 through the commercial real estate loans underlying a commercial real estate security we hold, which may result in us not recovering a portion or all of our investment in such commercial real estate security.
Our cash, cash equivalents and restricted cash as of December 31, 2024 includes a significant amount of restricted cash, which may not be available to make tenant improvements or satisfy our capital needs, and if we need additional capital in the future to improve or maintain our properties or for tenant improvements and leasing commissions, we may have to obtain financing from sources, beyond our cash flow from operations, such as borrowings or future equity offerings.
Our cash, cash equivalents and restricted cash as of December 31, 2025 includes a significant amount of restricted cash, which may not be available to make tenant improvements or satisfy our capital needs, and if we need additional capital in the future to improve or maintain our properties or for tenant improvements and leasing commissions, we may have to obtain financing from sources, beyond our cash flow from operations, such as borrowings or future equity offerings.
Thus, the executive officers and real estate professionals at our Advisor could direct attractive investment opportunities to other entities advised by affiliates of AR Global. 19 We and other entities advised by affiliates of AR Global also rely on these executive officers and other key real estate professionals to supervise the property management and leasing of properties.
Thus, the executive officers and real estate professionals at our Advisor could direct attractive investment opportunities to other entities advised by affiliates of AR Global. 18 We and other entities advised by affiliates of AR Global also rely on these executive officers and other key real estate professionals to supervise the property management and leasing of properties.
In addition, these fees and other compensation payable to the Advisor reduce the cash available for investment or other corporate purposes. 20 Risks Related to Our Corporate Structure The trading price of our Class A common stock may fluctuate significantly.
In addition, these fees and other compensation payable to the Advisor reduce the cash available for investment or other corporate purposes. 19 Risks Related to Our Corporate Structure The trading price of our Class A common stock may fluctuate significantly.
Approximately 42% of our leases (based on annualized straight-line rent) expire over the next five years. We may be unable to renew expiring leases on terms and conditions that are as, or more, favorable as the terms and conditions of the expiring leases.
Approximately 40% of our leases (based on annualized straight-line rent) expire over the next five years. We may be unable to renew expiring leases on terms and conditions that are as, or more, favorable as the terms and conditions of the expiring leases.
Our 8713 Fifth Avenue property has not generated excess cash after debt service and as of December 31, 2024 there is no related cash maintained in a segregated and restricted cash account for that property.
Our 8713 Fifth Avenue property has not generated excess cash after debt service and as of December 31, 2025 there is no related cash maintained in a segregated and restricted cash account for that property.
These factors may also result in the weaking of the financial condition of a significant tenant or a number of smaller tenants, which could adversely impact their ability to timely pay rent.
These factors may also result in the weakening of the financial condition of a significant tenant or a number of smaller tenants, which could adversely impact their ability to timely pay rent.
If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. 18 Changes in the debt markets could materially and adversely impact us.
If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. 17 Changes in the debt markets could materially and adversely impact us.
These breaches, which have been ongoing for several quarters are described in more detail elsewhere in this Annual Report on Form 10-K (see Note 4 — Mortgage Notes Payable, Net to our 2024 Financial Statements for additional information) require us to hold any excess cash generated by the properties, if any, in a segregated account as additional collateral under the loans.
These breaches, which have been ongoing for several quarters are described in more detail elsewhere in this Annual Report on Form 10-K (see Note 5 — Mortgage Notes Payable, Net to our 2025 Financial Statements for additional information) require us to hold any excess cash generated by the properties, if any, in a segregated account as additional collateral under the loans.
During the year ended December 31, 2024, the net cash provided by our property operations has not been sufficient to fund operating expenses and other cash requirements.
During the year ended December 31, 2025, the net cash provided by our property operations has not been sufficient to fund operating expenses and other cash requirements.
We are subject to risks that affect the general and New York City retail environments. Certain of our properties located in New York City are leased to retail tenants which generated 27% of the annualized straight-line rental income during the year ended December 31, 2024.
We are subject to risks that affect the general and New York City retail environments. Certain of our properties located in New York City are leased to retail tenants which generated 29% of the annualized straight-line rental income during the year ended December 31, 2025.
Most of our leases for properties contain fixed rental rate with annual escalation based upon fixed percentage increases while some are based on other measures. Approximately 82% of our leases with our tenants contain rent escalation provisions which increase the amount of cash rent due by an average of 0.4% per year.
Most of our leases for properties contain fixed rental rate with annual escalation based upon fixed percentage increases while some are based on other measures. Approximately 70.4% of our leases with our tenants contain rent escalation provisions which increase the amount of cash rent due by an average of 1.6% per year.
Moreover, there is no assurance that the anticipated benefits of the transition from a REIT to a taxable C corporation will be realized or that we will be able to use existing or future NOLs to offset future taxable income, if any. Our federal NOLs totaled $298.8 million as of December 31, 2024.
Moreover, there is no assurance that the anticipated benefits of the transition from a REIT to a taxable C corporation will be realized or that we will be able to use existing or future NOLs to offset future taxable income, if any. Our federal NOLs totaled $340.4 million as of December 31, 2025.
During the year ended December 31, 2024 we have incurred impairment charges of $112.5 million. We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the global COVID-19 pandemic, which may have a material adverse effect on our business.
During the year ended December 31, 2025, we have incurred impairment charges of $30.6 million. We are subject to risks associated with a pandemic, epidemic or outbreak of a contagious disease, such as the global COVID-19 pandemic, which may have a material adverse effect on our business.
Our success depends to a significant degree upon the contributions of our executive officers and other key personnel of our Advisor and its affiliates, including Michael Anderson, chief executive officer, and Michael LeSanto, our chief financial officer.
Our success depends to a significant degree upon the contributions of our executive officers and other key personnel of our Advisor and its affiliates, including Nicholas S. Schorsch, Jr., chief executive officer, and Michael LeSanto, our chief financial officer.
There is no assurance we will restart paying cash dividends. Decisions regarding the frequency and amount of any future dividends we pay on our Class A common stock will remain at all times entirely at the discretion of our Board, which reserves the right to change our dividend policy at any time and for any reason.
Decisions regarding the frequency and amount of any future dividends we pay on our Class A common stock will remain at all times entirely at the discretion of our Board, which reserves the right to change our dividend policy at any time and for any reason.
The ongoing Russia-Ukraine conflict may adversely impact our business operations and financial performance. United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and, until recently, the Israel-Hamas conflict.
The ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, and U.S. and Israel conflict with Iran may adversely impact our business operations and financial performance. United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, and the U.S. and Israel conflict with Iran.
Our Board may further change our targeted investments and investment guidelines at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier than, initially anticipated by, among other things, increasing our exposure to interest rate risk, default risk and market fluctuations. 10 Part of our strategy for building our portfolio involves acquiring assets opportunistically.
Our Board may further change our targeted investments and investment guidelines at any time without the consent of our stockholders, which could result in our making investments that are different from, and possibly riskier than, initially anticipated by, among other things, increasing our exposure to interest rate risk, default risk and market fluctuations.
These provisions generally increase rental rates during the terms of the leases either at fixed rates or other measures. Approximately 82% are fixed-rate, and 18% do not contain any escalation provisions. Inflation as measured by the consumer price index for all items as of December 31, 2024 as published by the Bureau of Labor Statistics, was 2.9%.
These provisions generally increase rental rates during the terms of the leases either at fixed rates or other measures. Approximately 70.4% are fixed-rate, and 29.6% do not contain any escalation provisions. Inflation as measured by the consumer price index for all items as of December 31, 2025 as published by the Bureau of Labor Statistics, was 2.7%.
The purchase of properties with limited warranties increases the risk that we may lose some or all our invested capital in the property as well as the loss of rental income from that property, which could have an adverse effect on our business, financial condition and results of operations. 12 We may be unable to sell a property at the time or on the terms we desire.
The purchase of properties with limited warranties increases the risk that we may lose some or all our invested capital in the property as well as the loss of rental income from that property, which could have an adverse effect on our business, financial condition and results of operations.
These properties represented, in the aggregate, 33% of the total rentable square feet in our portfolio as of December 31, 2024.
These properties represented, in the aggregate, 19% of the total rentable square feet in our portfolio as of December 31, 2025.
The Federal Reserve Board cut interest rates in September 2024 and December 2024, and it may seek to further reduce interest rates, increase interest rates or maintain current interest rates.
The Federal Reserve Board cut interest rates during 2024 and 2025, and it may seek to further reduce interest rates, increase interest rates or maintain current interest rates.
We have been in breach of several of our mortgage loan covenants for multiple quarters. As of December 31, 2024, we were in breach of covenants under three separate mortgage loans aggregating $159.0 million in principal amount, which are secured by three of our properties: 1140 Avenue of the Americas, 400 E. 67th Street, and 8713 Fifth Avenue.
We have been in breach of several of our mortgage loan covenants for multiple quarters. As of December 31, 2025, we were in breach of covenants under two separate mortgage loans aggregating $60.0 million in principal amount, which are secured by three of our properties: 400 E. 67th Street/200 Riverside Blvd. and 8713 Fifth Avenue.
This strategy involves a higher risk of loss than more conservative investment strategies. In order to meet our investment objectives, we have acquired and may continue to acquire assets that have less than 80% occupancy at the time of acquisition, but which we believe we can reposition, redevelop or remarket to enhance value.
In order to meet our investment objectives, we have acquired and may continue to acquire assets that have less than 80% occupancy at the time of acquisition, but which we believe we can reposition, redevelop or remarket to enhance value.
Item 1B. Unresolved Staff Comments. Not applicable. 26
Item 1B. Unresolved Staff Comments. Not applicable. 25
In addition, increased operating costs paid by our tenants could have an adverse impact on them if increases in their operating expenses exceed increases in their revenue, which may adversely affect their ability to pay rent owed to us or property expenses to be paid, or reimbursed to us, by our tenants. 15 Conversely, unusually low inflation can cause deflation, or an outright decline in prices.
In addition, increased operating costs paid by our tenants could have an adverse impact on them if increases in their operating expenses exceed increases in their revenue, which may adversely affect their ability to pay rent owed to us or property expenses to be paid, or reimbursed to us, by our tenants.
As we expand the type of assets or businesses we may seek to acquire, we are also competing with third-parties who may have greater access or expertise with these other assets which may limit the number of suitable investment opportunities available to us and also may result in higher prices, lower yields and a narrower spread of yields over our borrowing costs, making it more difficult for us to acquire new investments on attractive terms. 8 In addition: • we have limited sources of capital available to us to fund acquisitions; • we may not be able to raise the necessary debt or equity financing on favorable terms, or at all, in order to fund acquisitions; • we may acquire properties or other assets that are not accretive and may not successfully integrate, manage and lease these assets we acquire to meet our expectations; • we may need to fund improvements or renovations to acquired assets; • agreements to acquire assets and businesses generally, and properties in particulate, are typically subject to customary conditions to closing, and we may spend significant time and money on potential acquisitions that we do not consummate; • the process of acquiring assets or business or pursuing an acquisition may divert the attention of our management team from our existing business operations; • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations; • market conditions may result in higher vacancies and lower-than expected rental rates at our properties; and • we may acquire properties or other assets or businesses without recourse, or with only limited recourse, for liabilities, whether known or unknown.
In addition: • we have limited sources of capital available to us to fund acquisitions; • we may not be able to raise the necessary debt or equity financing on favorable terms, or at all, in order to fund acquisitions; • we may acquire properties or other assets that are not accretive and may not successfully integrate, manage and lease these assets we acquire to meet our expectations; • we may need to fund improvements or renovations to acquired assets; • agreements to acquire assets and businesses generally, and properties in particulate, are typically subject to customary conditions to closing, and we may spend significant time and money on potential acquisitions that we do not consummate; • the process of acquiring assets or business or pursuing an acquisition may divert the attention of our management team from our existing business operations; • we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations; • market conditions may result in higher vacancies and lower-than expected rental rates at our properties; and • we may acquire properties or other assets or businesses without recourse, or with only limited recourse, for liabilities, whether known or unknown.
As of December 31, 2024, much of our cash was restricted due to the operation of three cash traps (1140 Avenue of the Americas, 400 E. 67th Street and 8713 Fifth Avenue), which together, represent 32.6% of the rentable square feet in our portfolio as of December 31, 2024.
As of December 31, 2025, much of our cash was restricted due to the operation of three cash traps (400 E. 67th Street/200 Riverside Blvd. and 8713 Fifth Avenue), which together, represent 19% of the rentable square feet in our portfolio as of December 31, 2025.
We are generally responsible for funding any major structural repairs to our properties, such as repairs to the foundation, exterior walls and rooftops as well as for tenant improvement and leasing commission costs associated with our leasing activities.
We may be unable to secure funds for future tenant improvements or capital needs. We are generally responsible for funding any major structural repairs to our properties, such as repairs to the foundation, exterior walls and rooftops as well as for tenant improvement and leasing commission costs associated with our leasing activities.
Furthermore, future legislative, judicial or administrative changes to the U.S. federal income tax laws could be applied retroactively, which could result in our disqualification as a REIT for prior taxable years. 25 If the IRS were to determine that we failed to qualify as a REIT for any prior taxable year ended on or before December 31, 2022, and we do not qualify for certain statutory relief provisions, we would be subject to U.S. federal income tax on our taxable income for any such taxable year at the applicable corporate rate.
If the IRS were to determine that we failed to qualify as a REIT for any prior taxable year ended on or before December 31, 2022, and we do not qualify for certain statutory relief provisions, we would be subject to U.S. federal income tax on our taxable income for any such taxable year at the applicable corporate rate.
The classification of our Board may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might result in a premium price for our stockholders. 22 The stockholder rights plan adopted by our Board may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
The classification of our Board may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might result in a premium price for our stockholders.
The scope and duration of any future public health crisis, including the potential emergence of new variants of the COVID-19 virus, the pace at which government restrictions are imposed and lifted, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, the speed and extent to which global markets fully recover from the disruptions caused by such a public health crisis, and the impact of these factors on our business, financial condition and results of operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence.
Certain tenants have been, or may be in the future, unwilling or unable to pay rent in full or on a timely basis due to bankruptcy, lack of liquidity, or funding, operational failures, or for other reasons. 9 The scope and duration of any future public health crisis, including the potential emergence of new variants of the COVID-19 virus, the pace at which government restrictions are imposed and lifted, the scope of additional actions taken to mitigate the spread of disease, global vaccination and booster rates, the speed and extent to which global markets fully recover from the disruptions caused by such a public health crisis, and the impact of these factors on our business, financial condition and results of operations, will depend on future developments that are highly uncertain and cannot be predicted with confidence.
If we fail to pay any such taxes, the applicable taxing authority may place a lien on the real property and the real property may be subject to a tax sale.
If we fail to pay any such taxes, the applicable taxing authority may place a lien on the real property and the real property may be subject to a tax sale. In addition, we are generally responsible for real property taxes related to any vacant space.
Risks Related to Our Indebtedness Our level of indebtedness may increase our business risks. As of December 31, 2024, we had total outstanding indebtedness of approximately $347.4 million. We do not have any debt maturing in 2025. In addition, we may incur additional indebtedness in the future for various purposes.
Risks Related to Our Indebtedness Our level of indebtedness may increase our business risks. As of December 31, 2025, we had total outstanding indebtedness of approximately $249.6 million. 16 In addition, we may incur additional indebtedness in the future for various purposes.
Funding our cash needs from cash on hand or the other sources mentioned above reduces the amount of capital available for other uses, including acquisitions and capital expenditures, which limits our financial and operating flexibility and could adversely affect our business. 7 Our ability to increase the amount of cash we generate from property operations depends on a variety of factors, including the performance of our tenants and our business.
Funding our cash needs from cash on hand or the other sources mentioned above reduces the amount of capital available for other uses, including acquisitions and capital expenditures, which limits our financial and operating flexibility and could adversely affect our business.
All of the real estate assets we own are located in the New York City area. We are subject to risks generally inherent in concentrating investments in a certain geographic area. These risks resulting from a lack of diversification become greater in downturns.
We are subject to risks generally inherent in concentrating investments in a certain geographic area. These risks resulting from a lack of diversification become greater in downturns.
As of December 31, 2024, the following tenants accounted for 5% or more of our total annualized rental income on a straight-line basis, based on leases commenced: Tenant % of Annualized Straight-Line Rent City National Bank 9.6% Planned Parenthood Federation of America, Inc. 7.5% Equinox 6.4% The failure of any of these tenants to pay rent could have a material adverse effect on our cash flow and the value of the applicable property and our results of operations.
As of December 31, 2025, the following tenants accounted for 5% or more of our total annualized rental income on a straight-line basis, based on leases commenced: Tenant % of Annualized Straight-Line Rent Planned Parenthood Federation of America, Inc 11.7% Equinox 10.1% The City of New York - The Department of Youth and Community 7.8% CVS 7.6% United States General Services Administration 7.2% NYS Licensing 6.4% Marshalls 5.2% The failure of any of these tenants to pay rent could have a material adverse effect on our cash flow and the value of the applicable property and our results of operations.
Our general liability, property and umbrella liability, insurance coverage on all our properties may not be adequate to insure against liability claims and provide for the costs of defense.
We may suffer uninsured losses relating to real property or have to pay expensive premiums for insurance coverage. Our general liability, property and umbrella liability, insurance coverage on all our properties may not be adequate to insure against liability claims and provide for the costs of defense.
Two of our individual real estate investments represent a material percentage of our assets. As of December 31, 2024, our portfolio consisted of six properties, and the two largest assets, 123 William Street and 1140 Avenue of the Americas, aggregated approximately 80% of the total rentable square footage in our portfolio and 77% of annualized straight-line rent.
Our individual real estate investments represent a material percentage of our assets. As of December 31, 2025, our portfolio consisted of five properties, and the largest asset, 123 William Street, represents approximately 73% of the total rentable square footage in our portfolio and 67% of annualized straight-line rent.
Additionally, changes in ownership or management practices, the occurrence of adverse events affecting our Advisor or its affiliates or other companies advised by our Advisor and its affiliates could create adverse publicity and adversely affect us and our relationship with lenders, tenants or other third-parties with whom we do business.
Additionally, changes in ownership or management practices, the occurrence of adverse events affecting our Advisor or its affiliates or other companies advised by our Advisor and its affiliates could create adverse publicity and adversely affect us and our relationship with lenders, tenants or other third-parties with whom we do business. 22 Our business and operations could suffer if our Advisor or any other party that provides us with services essential to our operations experiences system failures or cyber incidents or a deficiency in cybersecurity.
The issuance of additional shares of our Class A common stock, including pursuant to our Common Stock ATM Program, if resumed, could dilute the interests of the holders of our common stock, and any issuance of shares of preferred stock could dilute the interests of the holders of our Class A common stock and affect our ability to pay dividends on our Class A common stock in the future.
The issuance of additional shares of our Class A common stock, including pursuant to our Common Stock ATM Program, if resumed, could dilute the interests of the holders of our common stock, and any issuance of shares of preferred stock could dilute the interests of the holders of our Class A common stock and affect our ability to pay dividends on our Class A common stock in the future. 7 We face competition for tenants and acquisitions from entities that may have more capital than us.
There can be no assurance that the measures adopted by our Advisor and other parties that provide us with services essential to our operations will be sufficient, and any material adverse effect experienced by our Advisor and other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us.
There can be no assurance that the measures adopted by our Advisor and other parties that provide us with services essential to our operations will be sufficient, and any material adverse effect experienced by our Advisor and other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us. 23 Our bylaws designate the Circuit Court for Baltimore City, Maryland as the sole and exclusive forum for certain actions and proceedings that may be initiated by our stockholders.
A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. 6 The Company is in the process of remediating the material weaknesses, but there can be no assurances that those efforts will be successful.
As such, these properties are affected by the general and New York City retail environments, including the level of consumer spending and consumer confidence, store closures and changing consumer preferences among other things.
As such, these properties are affected by the general and New York City retail environments, including the level of consumer spending and consumer confidence, store closures and changing consumer preferences among other things. These factors could adversely affect the financial condition of our retail tenants and the willingness of retailers to lease space in our retail locations.
These factors could adversely affect the financial condition of our retail tenants and the willingness of retailers to lease space in our retail locations. 16 Costs of complying with governmental laws and regulations, including those relating to environmental matters and discovery of previously undetected environmentally hazardous conditions, may adversely affect our operating results.
Costs of complying with governmental laws and regulations, including those relating to environmental matters and discovery of previously undetected environmentally hazardous conditions, may adversely affect our operating results.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least: • 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and • two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.
After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least: • 80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and • two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder. 21 These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares.
Many of these competitors, as compared to us, have a lower cost of capital enhanced operating efficiencies and substantially greater financial resources. In addition, the number of competing properties in the New York City area could have a material effect on our occupancy levels, rental rates and on the operating expenses of certain of our properties.
In addition, the number of competing properties in the New York City area could have a material effect on our occupancy levels, rental rates and on the operating expenses of certain of our properties.
If we do not restart paying cash dividends on our Class A common stock, the return on your investment, if any, will depend solely on an increase, if any, in the market value of our Class A common stock. 9 We may be unable to secure funds for future tenant improvements or capital needs.
Provisions contained in our loan agreements may also impact our ability to pay dividends. If we do not restart paying cash dividends on our Class A common stock, the return on your investment, if any, will depend solely on an increase, if any, in the market value of our Class A common stock.
The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. Because real estate investments are relatively illiquid, we have a limited ability to vary our portfolio in response to changes in economic or other conditions.
We may be unable to sell a property at the time or on the terms we desire. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control.
Moreover, there can be no assurance that our Advisor will be successful in obtaining suitable further investments on financially attractive terms or that our objectives will be achieved. In the event we are unable to timely locate suitable investments, we may be unable to meet our investment objectives, which could adversely affect our business.
Moreover, there can be no assurance that our Advisor will be successful in obtaining suitable further investments on financially attractive terms or that our objectives will be achieved.
Some of our loan agreements also contain cash trap provisions that are triggered if the performance of our properties decline. When these cash traps are active, any excess cash flows are restricted to the specific property and are unable to be used for other purposes, such as expenses on capital improvements at other properties.
When these cash traps are active, any excess cash flows are restricted to the specific property and are unable to be used for other purposes, such as expenses on capital improvements at other properties. This could affect our liquidity and our ability to make distributions to our stockholders.
An increase in interest rates could also make an investment in our Class A common stock less attractive if we are not able to increase our dividend rate, which could reduce the trading price of our Class A common stock. 21 Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired and may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired and may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Competition could have a material effect on our occupancy levels, rental rates and on property operating expenses. To the extent we engage in additional acquisition activities, we compete with many other entities including REITs, sovereigns, specialty finance companies, family offices, banks, mortgage bankers, insurance companies, mutual funds, private investment funds, institutional investors and lenders.
To the extent we engage in additional acquisition activities, we compete with many other entities including REITs, sovereigns, specialty finance companies, family offices, banks, mortgage bankers, insurance companies, mutual funds, private investment funds, institutional investors and lenders. Many of these competitors, as compared to us, have a lower cost of capital enhanced operating efficiencies and substantially greater financial resources.
While we disagree with the lenders and are contesting such notices, there can be no assurance that we will prevail or that the debt for each property will not be accelerated.
(as described in the “Notice of Defaults” section in Item 7A. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources). While we disagree with the lenders and are contesting such notices, there can be no assurance that we will prevail or that the debt for each property will not be accelerated.
Deflation can lead to a negative cycle where consumers delay purchases in anticipation of lower prices, causing businesses to stop hiring and postpone investments as sales weaken. Deflation would have a serious impact on economic growth and may adversely affect the financial condition of our tenants and the rental rates at which we renew or enter into leases.
Deflation would have a serious impact on economic growth and may adversely affect the financial condition of our tenants and the rental rates at which we renew or enter into leases.
Alternatively, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving these matters in other jurisdictions. 24 Maryland law limits the ability of a third party to buy a large stake in us and exercise voting power in electing directors, which may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Alternatively, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving these matters in other jurisdictions.
We had $1.6 million, of cash maintained in segregated cash accounts, and classified as restricted cash on our consolidated balance sheet as of December 31, 2024, resulting from breaches of the mortgage loans secured by our 1140 Avenue of the Americas property.
Also, we had $6.8 million of cash maintained in segregated cash accounts, and classified as restricted cash on our consolidated balance sheet as of December 31, 2025.
In the years ended December 31, 2024 and 2023, the net cash provided by our property operations were not alone sufficient to fund operating expenses and other capital requirements. Our principal sources of cash in recent periods has been cash on hand from prior financings or from offerings of our Class A common stock including proceeds from the Rights Offering.
Our principal sources of cash in recent periods has been cash on hand from prior financings or from offerings of our Class A common stock including proceeds from the Rights Offering.
There was no cash maintained in segregated cash accounts for our 8713 Fifth Avenue property as of December 31, 2024 since this property had not generated excess cash after debt service.
There was no cash maintained in segregated cash accounts for our 8713 Fifth Avenue property as of December 31, 2025 since this property had not generated excess cash after debt service. We were also informed by the applicable lender that we were in default under the loan agreements for two of our properties, 400 E. 67th Street/200 Riverside Blvd.
We compete for tenants based on a number of factors that include location, rental rates, security, suitability of the property’s design to prospective tenant needs and the manner in which the property is operated. Many competitors have substantially greater marketing budgets and financial resources than we do, which could limit our success when we compete with them directly.
The New York City real estate market is highly competitive and there are many competing properties in the New York City area. We compete for tenants based on a number of factors that include location, rental rates, security, suitability of the property’s design to prospective tenant needs and the manner in which the property is operated.
Under the guarantee of certain recourse liabilities under one of our mortgage loans, we are required to maintain a minimum net worth in excess of $175.0 million and minimum liquid assets (i.e. cash, cash equivalents and restricted cash) of $10.0 million. This minimum net worth and cash requirement impacts our ability to fund our other cash needs.
As of December 31, 2025 and 2024, we had cash and cash equivalents and restricted cash of $8.0 million and $18.9 million, respectively. Under certain covenants of our mortgage loans, we are required to maintain a minimum net worth in excess of $100.0 million and minimum liquid assets (i.e. cash, cash equivalents and restricted cash) of $5.0 million.
Our real properties are subject to real property taxes that may increase as tax rates change and as the real properties are assessed or reassessed by taxing authorities.
Our real properties are subject to real property taxes that may increase as tax rates change and as the real properties are assessed or reassessed by taxing authorities. Zohran Mamdani, New York City’s recently elected mayor, has proposed a potential 9.5% increase in property taxes as part of New York City’s budget proposal for fiscal year 2027.
The stockholder rights plan could make it more difficult for a third party to acquire us or a large block of our Class A common stock without the approval of our Board, which may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
Maryland law limits the ability of a third party to buy a large stake in us and exercise voting power in electing directors, which may discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.
If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which is likely to negatively affect our business and the market price of our common stock.
If we fail to remediate our existing material weaknesses or do not maintain an effective system of internal control over financial reporting, investor confidence may be adversely affected thereby affecting the value of our stock price. We are required to maintain proper internal control over our financial reporting and adequate controls related to our disclosures.
Removed
Effective internal control over financial reporting is necessary for us to provide reliable financial reports and prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in our implementation could cause us to fail to meet our reporting obligations.
Added
Risks Related to Our Properties and Operations All of our real estate assets are located in the New York City area and, therefore, our business is particularly vulnerable to an economic downturn in New York City. All of the real estate assets we own are located in the New York City area.
Removed
In addition, any testing conducted by us, or any testing conducted by our independent registered public accounting firm, may reveal deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to our financial statements or identify other areas for further attention or improvement.
Added
As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officers and effected by the Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed10 unchanged
Biggest changeSee “Item 1A. Risk Factors” in this Annual Report on Form 10-K, for additional discussion about cybersecurity-related risks. 27
Biggest changeSee “Item 1A. Risk Factors” in this Annual Report on Form 10-K, for additional discussion about cybersecurity-related risks. 26

Item 2. Properties

Properties — owned and leased real estate

12 edited+0 added−1 removed2 unchanged
Biggest changeFuture Lease Expirations Table The following is a summary of lease expirations for the next ten years at the properties we owned as of December 31, 2024: Year of Expiration Number of Leases Expiring Expiring Annualized Straight-Line Rent (1) Expiring Annualized Straight-Line Rent as a Percentage of the Total Portfolio Leased Rentable Square Feet Percentage of Portfolio Leased Rentable Square Feet Expiring (In thousands) (In thousands) 2025 12 $ 5,778 12.7 % 109 13.6 % 2026 7 $ 2,155 4.7 % 42 5.2 % 2027 9 5,949 13.1 % 132 16.5 % 2028 9 3,500 7.7 % 57 7.2 % 2029 4 1,785 3.9 % 32 4.0 % 2030 5 2,919 6.4 % 55 6.8 % 2031 8 6,234 13.7 % 111 13.9 % 2032 2 352 0.8 % 6 0.7 % 2033 8 4,967 10.9 % 47 5.8 % 2034 4 3,425 7.5 % 30 3.8 % Thereafter 14 $ 8,348 18.6 % 180 22.5 % Total 82 $ 45,412 100.0 % 801 100.0 % __________ (1) Includes tenant concessions, such as free rent, as applicable.
Biggest changeFuture Lease Expirations Table The following is a summary of lease expirations for the next ten years at the properties we owned as of December 31, 2025: Year of Expiration Number of Leases Expiring Expiring Annualized Straight-Line Rent (1) Expiring Annualized Straight-Line Rent as a Percentage of the Total Portfolio Leased Rentable Square Feet Percentage of Portfolio Leased Rentable Square Feet Expiring (In thousands) (In thousands) 2026 5 $ 1,363 5.0 % 29 5.4 % 2027 8 5,442 20.1 % 124 22.8 % 2028 3 1,154 4.3 % 26 4.7 % 2029 4 1,592 5.9 % 32 5.9 % 2030 2 1,143 4.2 % 29 5.3 % 2031 10 5,466 20.2 % 98 18.0 % 2032 — — — % — — % 2033 4 1,061 3.9 % 21 3.9 % 2034 2 2,161 8.0 % 10 1.8 % 2035 — — — % — — % Thereafter 11 7,707 28.4 % 176 32.2 % Total 49 $ 27,089 100.0 % 545 100.0 % __________ (1) Includes tenant concessions, such as free rent, as applicable.
For a discussion of the significant changes in occupancy during the year ended December 31, 2024, see the “ Liquidity and Capital Resources - Leasing Activity/Occupancy” section located in Item 7.
For a discussion of the significant changes in occupancy during the year ended December 31, 2025, see the “ Liquidity and Capital Resources - Leasing Activity/Occupancy” section located in Item 7.
Significant Portfolio Properties The rentable square feet or annualized rental income on a straight-line basis of the properties located at 123 William Street, 1140 Avenue of the Americas and 196 Orchard Street represent greater than 10% of our total portfolio.
Significant Portfolio Properties The rentable square feet or annualized rental income on a straight-line basis of the properties located at 123 William Street and 196 Orchard Street represent greater than 10% of our total portfolio.
Management’s Discussion and Analysis. (2) Calculated on a weighted-average basis as of December 31, 2024, as applicable. 28 Future Minimum Lease Payments The following table presents future minimum base cash rental payments due to us over the next ten years and thereafter at the properties we owned as of December 31, 2024.
Management’s Discussion and Analysis. (2) Calculated on a weighted-average basis as of December 31, 2025, as applicable. 27 Future Minimum Lease Payments The following table presents future minimum base cash rental payments due to us over the next ten years and thereafter at the properties we owned as of December 31, 2025.
(2) Annualized rental income on a straight-line basis as of December 31, 2024, which includes tenant concessions such as free rent, as applicable. 196 Orchard Street The following table lists all the tenants at 196 Orchard Street as their annualized rental income on a straight-line basis is greater than 10% of the total annualized rental income for commenced leases at this property as of December 31, 2024: Tenant Rented Square Feet Rented Square Feet as a % of 196 Orchard Street Lease Expiration Remaining Lease Term (1) Renewal Options Annualized Rental Income (2 ) Annualized Rental Income as a % of 196 Orchard Street (In thousands) CVS 9,956 16.5 % Aug. 2034 9.7 2 - 5 year options 2,161 32.3 % Equinox 30,033 49.8 % Nov. 2038 13.9 2 - 5 year options 2,897 43.3 % Marshalls 20,308 33.7 % Oct. 2028 3.8 3 - 5 year options 1,641 24.5 % __________ (1) Remaining lease term in years as of December 31, 2024.
(2) Annualized rental income on a straight-line basis as of December 31, 2025, which includes tenant concessions such as free rent, as applicable. 29 196 Orchard Street The following table lists all the tenants at 196 Orchard Street as their annualized rental income on a straight-line basis is greater than 10% of the total annualized rental income for commenced leases at this property as of December 31, 2025: Tenant Rented Square Feet Rented Square Feet as a % of 196 Orchard Street Lease Expiration Remaining Lease Term (1) Renewal Options Annualized Rental Income (2 ) Annualized Rental Income as a % of 196 Orchard Street (In thousands) CVS 9,956 16.5 % Aug. 2034 8.7 2 - 5 year options 2,161 33.1 % Equinox 30,033 49.8 % Nov. 2038 12.9 2 - 5 year options 2,897 44.3 % Marshalls 20,308 33.7 % Oct. 2031 5.8 3 - 5 year options 1,477 22.6 % __________ (1) Remaining lease term in years as of December 31, 2025.
Properties The following table presents certain information about the properties we owned as of December 31, 2024: Portfolio Acquisition Date Number of Properties Rentable Square Feet Occupancy (1) Remaining Lease Term (2) 400 E. 67th Street - Laurel Condominium Sept. 2014 1 58,750 44.3% 6.3 200 Riverside Boulevard - ICON Garage Sept. 2014 1 61,475 100.0% 12.5 123 William Street Mar. 2015 1 544,610 82.3% 4.5 1140 Avenue of the Americas Jun. 2016 1 245,821 74.1% 6.4 8713 Fifth Avenue Oct. 2018 1 17,500 100.0% 9.6 196 Orchard Street Jul. 2019 1 60,297 100.0% 10.1 6 988,453 80.8% 6.3 __________ (1) For a discussion of the significant changes in occupancy during the year ended December 31, 2024, see the “ Liquidity and Capital Resources - Leasing Activity/Occupancy” section located in Item 7.
Properties The following table presents certain information about the properties we owned as of December 31, 2025: Portfolio Acquisition Date Number of Properties Rentable Square Feet Occupancy (1) Remaining Lease Term (2) 400 E. 67th Street - Laurel Condominium Sept. 2014 1 58,750 44.3% 11.5 200 Riverside Blvd. - ICON Garage Sept. 2014 1 61,475 100.0% 11.5 123 William Street Mar. 2015 1 544,610 79.2% 4.1 8713 Fifth Avenue Oct. 2018 1 17,500 100.0% 8.9 196 Orchard Street Jul. 2019 1 60,297 100.0% 9.9 5 742,632 80.3% 6.1 __________ (1) For a discussion of the significant changes in occupancy during the year ended December 31, 2025, see the “ Liquidity and Capital Resources - Leasing Activity/Occupancy” section located in Item 7.
Management’s Discussion and Analysis. 29 Tenant Concentration There were no tenants whose rentable square footage represented greater than 10.0% of total portfolio rentable square footage as of December 31, 2024.
Management’s Discussion and Analysis. 28 Tenant Concentration There were two tenants whose rentable square footage represented greater than 10.0% of total portfolio rentable square footage as of December 31, 2025.
(2) Annualized rental income on a straight-line basis as of December 31, 2024, which includes tenant concessions such as free rent, as applicable. Property Financings See Note 4 — Mortgage Notes Payable, Net to our 2024 Financial Statements for information regarding property financings as of December 31, 2024 and 2023. Item 3. Legal Proceedings. None. Item 4. Mine Safety Disclosure.
(2) Annualized rental income on a straight-line basis as of December 31, 2025, which includes tenant concessions such as free rent, as applicable. Property Financings See Note 5 — Mortgage Notes Payable, Net to our 2025 Financial Statements for information regarding property financings as of December 31, 2025 and 2024.
The tenant concentrations of the properties located at 123 William Street, 1140 Avenue of the Americas and 196 Orchard Street are summarized below: 123 William Street The following table lists the tenant at 123 William Street whose annualized rental income on a straight-line basis is greater than 10% of the annualized rental income for commenced leases at this property as of December 31, 2024: Tenant Rented Square Feet Rented Square Feet as a % of Total 123 William Street Lease Expiration Remaining Lease Term (1) Renewal Options Annualized Rental Income (2 ) Annualized Rental Income as a % of 123 William Street (In thousands) Planned Parenthood Federation of America, Inc. 68,240 15.2% Jul. 2031 6.6 1 - 5 year option $ 3,388 16.4% The City of New York - The Department of Youth and Community 40,610 9.1% Dec. 2037 13.01 1 - 5 year option $ 2,215 10.7% __________ (1) Remaining lease term in years as of December 31, 2024.
The tenant concentrations of the properties located at 123 William Street and 196 Orchard Street are summarized below: 123 William Street The following table lists the tenant at 123 William Street whose annualized rental income on a straight-line basis is greater than 10% of the annualized rental income for commenced leases at this property as of December 31, 2025: Tenant Rented Square Feet Rented Square Feet as a % of Total 123 William Street Lease Expiration Remaining Lease Term (1) Renewal Options Annualized Rental Income (2 ) Annualized Rental Income as a % of 123 William Street (In thousands) Planned Parenthood Federation of America, Inc 65,242 15.1% Jul. 2031 5.58 1 - 5 year option $ 3,337 17.4% The City of New York - The Department of Youth and Community 40,610 9.4% Dec. 2037 12.01 1 - 5 year option $ 2,215 11.6% United States General Services Administration 48,221 11.2% Jun. 2027 1.49 None $ 2,050 10.7% __________ (1) Remaining lease term in years as of December 31, 2025.
As of December 31, 2024, our two largest assets, 123 William Street and 1140 Avenue of the Americas, aggregated approximately 80% of the total rentable square footage in our portfolio and 77% of annualized straight-line rent. See also “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
As of December 31, 2025, our largest asset, 123 William Street, represents approximately 73% of the total rentable square footage in our portfolio and 67% of annualized straight-line rent. See also “Item 1A. Risk Factors” in this Annual Report on Form 10-K.
As of December 31, 2024, the following tenants accounted for 5% or more of our total annualized rental income on a straight-line basis, based on leases commenced: Tenant % of Annualized City National Bank 9.6% Planned Parenthood Federation of America, Inc. 7.5% Equinox 6.4% See also “Item 1A.
As of December 31, 2025, the following tenants accounted for 5% or more of our total annualized rental income on a straight-line basis, based on leases commenced: Tenant % of Annualized Planned Parenthood Federation of America, Inc 11.7% Equinox 10.1% The City of New York - The Department of Youth and Community 7.8% CVS 7.6% United States General Services Administration 7.2% NYS Licensing 6.4% Marshalls 5.2% See also “Item 1A.
(In thousands) Future Minimum Base Rent Payments (1) 2025 $ 43,695 2026 39,437 2027 36,051 2028 31,383 2029 29,145 2030 26,745 2031 22,269 2032 18,207 2033 15,544 2034 11,956 Thereafter 30,578 Total $ 305,010 __________ (1) For a discussion of the significant changes in occupancy during the year ended December 31, 2024, see the “ Liquidity and Capital Resources - Leasing Activity/Occupancy” section located in Item 7.
(In thousands) Future Minimum Base Rent Payments (1) 2026 $ 26,763 2027 24,182 2028 20,411 2029 19,728 2030 18,344 2031 15,537 2032 11,762 2033 11,162 2034 10,306 2035 8,802 Thereafter 21,379 Total $ 188,376 __________ (1) For a discussion of the significant changes in occupancy during the year ended December 31, 2025, see the “ Liquidity and Capital Resources - Leasing Activity/Occupancy” section located in Item 7.
Removed
(2) Annualized rental income on a straight-line basis as of December 31, 2024, which includes tenant concessions such as free rent, as applicable. 1140 Avenue of the Americas The following table lists the tenants at 1140 Avenue of the Americas whose annualized rental income on a straight-line basis is greater than 10% of the total annualized rental income for commenced leases at this property as of December 31, 2024: 30 Tenant Rented Square Feet Rented Square Feet as a % of Total 1140 Avenue of the Americas Lease Expiration Remaining Lease Term (1) Renewal Options Annualized Rental Income (2 ) Annualized Rental Income as a % of 1140 Avenue of the Americas (In thousands) City National Bank 35,643 19.6% June. 2033 8.5 None $ 4,356 30.7 % __________ (1) Remaining lease term in years as of December 31, 2024.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeUnregistered Sales of Equity Securities The following table presents the unregistered sales of equity securities for the years ended December 31, 2024 and 2023: Period of Issuance Recipient Agreement Shares Issued (1) Issued Share Price (1) January 2023 The Advisor Advisory Agreement 31,407 $ 15.44 March 2024 The Advisor Advisory Agreement 70,607 $ 7.54 April 2024 The Advisor Advisory Agreement 68,308 $ 6.58 April 2024 The Advisor Property Management Agreement 22,857 $ 6.58 May 2024 The Advisor Advisory Agreement 88,543 $ 5.72 __________ (1) Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1 - Organization to our 2024 Financial Statements for additional information) Each of the issuances above reflect the issuance of our Class A common stock in lieu of cash of $0.5 million per month for the base management fee and $0.1 million per month for the property management fee due to the Advisor for services rendered or property management fee, as applicable.
Biggest changeThe following table presents the unregistered sales of equity securities for the year ended December 31, 2024: Period of Issuance Recipient Agreement Shares Issued (1) Issued Share Price (1) March 2024 The Advisor Advisory Agreement 70,607 $ 7.54 April 2024 The Advisor Advisory Agreement 68,308 $ 6.58 April 2024 The Advisor Property Management Agreement 22,857 $ 6.58 May 2024 The Advisor Advisory Agreement 88,543 $ 5.72 __________ (1) Retroactively adjusted for the effects of the Reverse Stock Split Each of the issuances above reflect the issuance of our Class A common stock in lieu of cash of $0.5 million per month for the base management fee and $0.1 million per month for the property management fee due to the Advisor for services rendered or property management fee, as applicable.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as part of Publicly Announced Plans or Programs Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs December 1, 2024 to December 31, 2024 26,625 $ 8.69 — $ — Total 26,625 $ 8.69 — $ — __________ (1) On December 20, 2024, we entered into an agreement with a shareholder, pursuant to which we purchased the following Class A common stock (the “Repurchased Shares”) held by such shareholder based on the market price on the day of purchase and we reimbursed such shareholder for certain expenses incurred in connection with the foregoing equal to the difference between $639,000 and the amounts paid by the Company for the Repurchased Shares.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as part of Publicly Announced Plans or Programs Maximum Dollar Value that May Yet Be Purchased Under the Plans or Programs December 1, 2025 to December 31, 2025 — $ — — $ — December 1, 2024 to December 31, 2024 26,625 $ 8.69 — $ — Total 26,625 $ 8.69 — $ — __________ (1) On December 20, 2024, we entered into an agreement with a shareholder, pursuant to which we purchased the following Class A common stock (the “Repurchased Shares”) held by such shareholder based on the market price on the day of purchase and we reimbursed such shareholder for certain expenses incurred in connection with the foregoing equal to the difference between $639,000 and the amounts paid by the Company for the Repurchased Shares.
Our Board of Directors plans to reevaluate the dividend policy on a quarterly basis but there is no assurance as to when or if our Board will authorize future dividends or the amount of any future dividends.
Dividends Dividends to Common Stockholders We did not distribute any dividends in the year ended December 31, 2025. Our Board of Directors plans to reevaluate the dividend policy on a quarterly basis but there is no assurance as to when or if our Board will authorize future dividends or the amount of any future dividends.
Any such determination will be dependent upon then-existing conditions, including our earnings, capital requirements, results of operations, financial condition, business prospects and any other factors that our Board of Directors considers relevant. For additional information see “Item 7.
Any such determination will be dependent upon then-existing conditions, including our earnings, capital requirements, results of operations, financial condition, business prospects and any other factors that our Board of Directors considers relevant. Unregistered Sales of Equity Securities There were no unregistered sales of equity securities for the year ended December 31, 2025.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “NYC” as of August 18, 2020.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Class A common stock began trading on the NYSE under the symbol “NYC” as of August 18, 2020. Holders As of April 14, 2026, we had 2,692,941 shares of Class A common stock outstanding held by 2,447 stockholders of record.
Removed
Holders As of March 14, 2025, we had 2,634,355 shares of Class A common stock outstanding held by 2,839 stockholders of record. Dividends Dividends to Common Stockholders We did not distribute any dividends in the year ended December 31, 2024.
Removed
Management’s Discussion and Analysis of Financial Condition and Results of Operation— Liquidity and Capital Resources—Liquidity—Dividend Policy” of this Annual Report on Form 10-K.

Item 7. Management's Discussion & Analysis

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

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Biggest changeCash Flows from Operating Activities The following table represents a reconciliation of our net cash used in operations from our net loss for the years ended December 31, 2024 and 2023: Year Ended December 31, Increase 2024 2023 (Decrease) Cash flows from operating activities: Net loss $ (140,591) $ (105,924) $ (34,667) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization 18,408 26,532 $ (8,124) Amortization of deferred financing costs 1,182 1,543 $ (361) Accretion of below- and amortization of above-market lease liabilities and assets, net (476) (70) $ (406) Equity-based compensation 408 5,863 $ (5,455) Common stock issued to the Advisor in connection with Advisor related fees 1,610 485 $ 1,125 (Gain)/loss on dispositions of real estate 276 — $ 276 Impairments of real estate investments 112,541 66,565 $ 45,976 Changes in assets and liabilities: Straight-line rent receivable 869 (1,635) $ 2,504 Straight-line rent payable 109 109 $ — Prepaid expenses, other assets and deferred costs 238 (1,516) $ 1,754 Accounts payable, accrued expenses and other liabilities 2,369 871 $ 1,498 Deferred revenue (942) (228) $ (714) Net cash provided by (used in) operating activities (3,999) (7,405) 3,406 The level of cash flows used in or provided by operating activities is affected by the volume of acquisition activity, the restricted cash we are required to maintain, the timing of interest payments, the receipt of scheduled rent payments and the level of property operating expenses. 41 Table of Contents Cash Flows from Investing Activities The following table presents our net cash provided by (used in) investing activities for the years ended December 31, 2024 and 2023: Year Ended December 31, Increase 2024 2023 (Decrease) Cash flows from investing activities: Capital expenditures (1,291) (4,059) 2,768 Net proceeds from sale of real estate investments 61,148 4,130 57,018 Net cash provided by (used in) investing activities 59,857 71 59,786 Cash Flows from Financing Activities The following table presents our net cash (used in) provided by financing activities for the years ended December 31, 2024 and 2023: Year Ended December 31, Increase 2024 2023 (Decrease) Cash flows from financing activities: Proceeds from notes payable to related parties 725 — 725 Repayments of notes payable to related parties (725) — (725) Proceeds from mortgage note payable — — — Payment of mortgage note payable (49,500) — (49,500) Payments of financing costs — — — Proceeds from issuance of common stock to affiliates of the Advisor, net — — — Proceeds from issuance of common stock, net — — — Proceeds from Rights Offering, net (see Note 8) — 4,059 (4,059) Dividends paid on common stock — — — Redemption of fractional shares of common stock and restricted shares — (24) 24 Distributions to non-controlling interest holders — — — Common stock shares withheld upon vesting of restricted shares — (10) 10 Repurchases of common stock (231) — (231) Net cash provided by (used in) financing activities (49,731) 4,025 (53,756) Liquidity and Capital Resources Our principal demands for cash are to fund operating and administrative expenses, capital expenditures, tenant improvement and leasing commission costs related to our properties and our debt service obligations.
Biggest changeCash Flows from Operating Activities The following table represents a reconciliation of our net cash used in operations from our net loss for the years ended December 31, 2025 and 2024: Year Ended December 31, Increase 2025 2024 (Decrease) Cash flows from operating activities: Net loss $ (21,194) $ (140,591) $ 119,397 Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 12,816 18,408 $ (5,592) Amortization of deferred financing costs 1,181 1,182 $ (1) Accretion of below- and amortization of above-market lease liabilities and assets, net (300) (476) $ 176 Equity-based compensation 364 408 $ (44) Common stock issued to the Advisor in connection with Advisor related fees — 1,610 $ (1,610) (Gain)/loss on dispositions of real estate (47,867) 276 $ (48,143) Impairments of real estate investments 30,558 112,541 $ (81,983) Changes in assets and liabilities: Straight-line rent receivable (606) 869 $ (1,475) Straight-line rent payable (188) 109 $ (297) Prepaid expenses, other assets and deferred costs 1,730 238 $ 1,492 Accounts payable, accrued expenses and other liabilities 15,557 2,369 $ 13,188 Deferred revenue 196 (942) $ 1,138 Net cash used in operating activities (7,753) (3,999) (3,754) The level of cash flows used in or provided by operating activities is affected by the volume of acquisition activity, the restricted cash we are required to maintain, the timing of interest payments, the receipt of scheduled rent payments and the level of property operating expenses. 40 Table of Contents Cash Flows from Investing Activities The following table presents our net cash provided by (used in) investing activities for the years ended December 31, 2025 and 2024: Year Ended December 31, Increase 2025 2024 (Decrease) Cash flows from investing activities: Reduction of cash from disposal of assets — — — Capital expenditures (757) (1,291) 534 Net proceeds from sale of real estate investments — 61,148 (61,148) Reduction of cash from derecognition of assets (3,028) — (3,028) Net cash provided by (used in) investing activities (3,785) 59,857 (63,642) Cash Flows from Financing Activities The following table presents our net cash (used in) provided by financing activities for the years ended December 31, 2025 and 2024: Year Ended December 31, Increase 2025 2024 (Decrease) Cash flows from financing activities: Proceeds from notes payable to related parties 650 725 (75) Repayments of notes payable to related parties — (725) 725 Payment of mortgage note payable — (49,500) 49,500 Repurchases of common stock — (231) 231 Net cash provided by (used in) financing activities 650 (49,731) 50,381 Liquidity and Capital Resources Our principal demands for cash are to fund operating and administrative expenses, capital expenditures, tenant improvement and leasing commission costs related to our properties and our debt service obligations.
We entered a lease sweep period under the non-recourse mortgage secured by 400 E. 67th Street/200 Riverside Blvd. in the year ended December 31, 2024, resulting from a near-maturity lease with a major tenant at the property which expired in the third quarter of 2024. The principal amount for the loan was $50.0 million as of December 31, 2024.
We entered a lease sweep period under the non-recourse mortgage secured by 400 E. 67th Street/200 Riverside Blvd. in the year ended December 31, 2025, resulting from a near-maturity lease with a major tenant at the property which expired in the third quarter of 2024. The principal amount for the loan was $50.0 million as of December 31, 2025.
The lender had been remitting excess cash on their own accord until the period of cash sweep was put into effect in 2024 as described above. In their notice of default, the lender asserted we owe an estimated $1.0 million in excess cash to be deposited into the loan reserve account.
The lender had been remitting excess cash on their own accord until the period of cash sweep was put into effect in 2024 as described above. In that notice of default, the lender asserted we owe an estimated $1.0 million in excess cash to be deposited into the loan reserve account.
There were no acquisitions or dispositions of properties subsequent to December 31, 2024 and prior to filing of this Annual Report on Form 10-K. Non-GAAP Financial Measures This section discusses the non-GAAP financial measures we use to evaluate our performance, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) as well as adjusted EBITDA.
There were no acquisitions or dispositions of properties subsequent to December 31, 2025 and prior to filing of this Annual Report on Form 10-K. Non-GAAP Financial Measures This section discusses the non-GAAP financial measures we use to evaluate our performance, including earnings before interest, taxes, depreciation and amortization (“EBITDA”) as well as adjusted EBITDA.
We evaluate probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of December 31, 2024 and 2023, we did not have any properties held for sale.
We evaluate probability of sale based on specific facts including whether a sales agreement is in place and the buyer has made significant non-refundable deposits. Properties are no longer depreciated when they are classified as held for sale. As of December 31, 2025 and 2024, we did not have any properties held for sale.
Further, such new leases are be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. For the three year period ended December 31, 2024, we did not have any leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules.
Further, such new leases are be evaluated to consider whether they would be failed sale-leaseback transactions and accounted for as financing transactions by the lessor. For the three year period ended December 31, 2025, we did not have any leases as a lessor that would be considered as sales-type leases or financings under sale-leaseback rules.
We also consider information obtained about each property as a result of our pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. 35 Table of Contents Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis.
We also consider information obtained about each property as a result of our pre-acquisition due diligence in estimating the fair value of the tangible and intangible assets acquired and intangible liabilities assumed. 34 Table of Contents Tangible assets include land, land improvements, buildings, fixtures and tenant improvements on an as-if vacant basis.
In fiscal years ended December 31, 2024, 2023 and 2022, respectively, this assessment has included consideration of the impacts of the COVID-19 pandemic on our tenant’s ability to pay rents in accordance with their contracts. Partial reserves, or the ability to assume partial recovery are no longer permitted.
In fiscal years ended December 31, 2025, 2024 and 2023, respectively, this assessment has included consideration of the impacts of the COVID-19 pandemic on our tenant’s ability to pay rents in accordance with their contracts. Partial reserves, or the ability to assume partial recovery are no longer permitted.
There were no acquisitions during the years ended December 31, 2024, 2023 or 2022, respectively. For acquired properties with leases classified as operating leases, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values.
There were no acquisitions during the years ended December 31, 2025, 2024 or 2023, respectively. For acquired properties with leases classified as operating leases, we allocate the purchase price of acquired properties to tangible and identifiable intangible assets acquired and liabilities assumed, based on their respective fair values.
The principal amount for the loan was $10.0 million as of December 31, 2024. The breach of this covenant did not result in an event of default but rather triggered an excess cash flow sweep period. The excess cash flow sweep period will continue until the covenant breaches are cured in accordance with the terms of the loan agreement.
The principal amount for the loan was $10.0 million as of December 31, 2025. The breach of this covenant did not result in an event of default but rather triggered an excess cash flow sweep period. The excess cash flow sweep period will continue until the covenant breaches are cured in accordance with the terms of the loan agreement.
Thus, we were not able to use excess cash flow, if any, from the properties (while the cash trap events were active - see below), to fund operating expenses at our other properties and other capital requirements during the year ended December 31, 2024.
Thus, we were not able to use excess cash flow, if any, from the properties (while the cash trap events were active - see below), to fund operating expenses at our other properties and other capital requirements during the year ended December 31, 2025.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis should be read in conjunction with our 2024 Financial Statements. The following information contains forward-looking statements, which are subject to risks and uncertainties.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion and analysis should be read in conjunction with our 2025 Financial Statements. The following information contains forward-looking statements, which are subject to risks and uncertainties.
Pursuant to the Advisory Agreement, reimbursement for administrative and overhead expenses and reimbursements for salaries, wages, and benefits are subject to an annual limit. During the years ended December 31, 2024 and 2023 the annual limits on reimbursement for administrative and overhead expenses on and for salaries, wages, and benefit were reached.
Pursuant to the Advisory Agreement, reimbursement for administrative and overhead expenses and reimbursements for salaries, wages, and benefits are subject to an annual limit. During the years ended December 31, 2025 and 2024 the annual limits on reimbursement for administrative and overhead expenses on and for salaries, wages, and benefit were reached.
Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods. 37 Table of Contents Derivative Instruments We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings.
Capitalized below-market ground lease values are amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option periods. Derivative Instruments We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our borrowings.
As the costs of general goods and services continue to rise, we may be adversely impacted by increases in general and administrative costs due to overall inflation. See “Item 1A. Risk Factors—Risks Related to Investments in Real Estate—Inflation may have an adverse effect on our investments and results of operations.”
As the costs of general goods and services continue to rise, we may be adversely impacted by increases in general and administrative costs due to overall inflation. See “Item 1A. Risk Factors—Risks Related to Investments in Real Estate—Inflation may have an adverse effect on our investments and results of operations.” 47 Table of Contents
Pursuant to the Advisory Agreement, the Advisor has the option to elect to receive shares of our common stock in lieu of cash for the asset management, property management, and administrative services it provides us with. For the months described below, the Company paid related party fees in shares in lieu of cash.
Pursuant to the Advisory Agreement, the Advisor has the option to elect to receive shares of our common stock in lieu 44 Table of Contents of cash for the asset management, property management, and administrative services it provides us with. For the months described below, the Company paid related party fees in shares in lieu of cash.
Beginning in the third and fourth quarters of 2020, the operating results at some of our properties, including our 1140 Avenue of the Americas, 400 E. 6th Street and 8713 Fifth Avenue properties, were negatively impacted by the COVID-19 pandemic causing cash trap events under the non-recourse mortgages, where excess operating cash flow from the property, if any, after debt service was held in restricted cash as additional collateral for the loan, for those properties to be triggered.
Beginning in the third and fourth quarters of 2020, the operating results at some of our properties, including our 1140 Avenue of the Americas, 400 E. 67th Street/200 Riverside Blvd. and 8713 Fifth Avenue properties, were negatively impacted by the COVID-19 pandemic causing cash trap events under the non-recourse mortgages, where excess operating cash flow from the property, if any, after debt service was held in restricted cash as additional collateral for the loan, for those properties to be triggered.
The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than non-GAAP metrics. 47 Table of Contents We consider EBITDA and adjusted EBITDA useful indicators of our performance.
The method utilized to evaluate the value and performance of real estate under GAAP should be construed as a more relevant measure of operational performance and considered more prominently than non-GAAP metrics. We consider EBITDA and adjusted EBITDA useful indicators of our performance.
Inflation We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. As of December 31, 2024, the increase to the twelve-month CPI for all items, as published by the Bureau of Labor Statistics, was 2.9% .
Inflation We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions, or those leases which have escalations at rates which do not exceed or approximate current inflation rates. As of December 31, 2025, the increase to the twelve-month CPI for all items, as published by the Bureau of Labor Statistics, was 2.7% .
In an effort to preserve our operating cash, we have issued shares of our Class A common stock in lieu of cash to our Advisor and Property Manager as payment for providing services to us. For additional information, please see Note 10 — Related Party Transactions to our 2024 Financial Statements.
In an effort to preserve our operating cash, we have issued shares of our Class A common stock in lieu of cash to our Advisor and Property Manager as payment for providing services to us. For additional information, please see Note 11 — Related Party Transactions to our 2025 Financial Statements.
To help mitigate the adverse impact of inflation, approximately 82% of our leases with our tenants contain rent escalation provisions which the cash rent that is due over time by an average cumulative increase of 0.4% per year. These provisions generally increase rental rates during the terms of the leases either at fixed rates or other measures.
To help mitigate the adverse impact of inflation, approximately 70.4% of our leases with our tenants contain rent escalation provisions which the cash rent that is due over time by an average cumulative increase of 1.6% per year. These provisions generally increase rental rates during the terms of the leases either at fixed rates or other measures.
The pace of recovery in the New York City office market from the COVID-19 pandemic continues to be challenged as leasing and occupancy trends for the broader market have slowed, leading political, community, and business leaders to propose repositioning plans for many New York City office assets that are experiencing high vacancy rates.
Management Update on the New York City Real Estate Market The pace of recovery in the New York City office market from the COVID-19 pandemic continues to be challenged as leasing and occupancy trends for the broader market have slowed, leading political, community, and business leaders to propose repositioning plans for many New York City office assets that are experiencing high vacancy rates.
No properties were presented as discontinued operations during the years ended December 31, 2024, 2023 or 2022, respectively.
No properties were presented as discontinued operations during the years ended December 31, 2025, 2024 or 2023, respectively.
Comparison of Year Ended December 31, 2024 to 2023 As of December 31, 2024, we owned six properties, all of which were acquired prior to January 1, 2024. Our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 primarily reflect changes due to leasing activity and occupancy.
Comparison of Year Ended December 31, 2025 to 2024 As of December 31, 2025, we owned five properties, all of which were acquired prior to January 1, 2025. Our results of operations for the year ended December 31, 2025 as compared to the year ended December 31, 2024 primarily reflect changes due to leasing activity and occupancy.
As of December 31, 2024, approximately 82%, based on straight-line rent, are fixed-rate and 18% do not contain any escalation provisions. In addition, we may be required to pay costs for maintenance and operation of properties which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation.
As of December 31, 2024, approximately 70.4%, based on straight-line rent, are fixed-rate and 29.6% do not contain any escalation provisions. In addition, we may be required to pay costs for maintenance and operation of properties which may adversely impact our results of operations due to potential increases in costs and operating expenses resulting from inflation.
These assessments have a direct impact on earnings because recording an impairment loss results in an immediate negative adjustment to net earnings. We recorded impairment charges on two properties for $112.5 million and $66.6 million during the years ended December 31, 2024 and 2023, respectively.
These assessments have a direct impact on earnings because recording an impairment loss results in an immediate negative adjustment to net earnings. We recorded impairment charges on three properties for $30.6 million and two properties for $112.5 million during the years ended December 31, 2025 and 2024, respectively.
Acquisitions and Dispositions We had no acquisitions during the year ended December 31, 2024. We disposed of our 9 Times Square property during the year ended December 31, 2024 for a gross purchase price $63.5 million, and we determined the property was impaired by $86.6 million during the year ended December 31, 2024.
We disposed of our 9 Times Square property during the year ended December 31, 2024 for a gross purchase price $63.5 million, and we determined the property was impaired by $86.6 million during the year ended December 31, 2024.
Capital Expenditures For the years ended December 31, 2024 and 2023 we funded an aggregate of $1.3 million and $4.1 million, respectively, of capital expenditures primarily related to tenant improvements at certain of our properties. We may invest in additional capital expenditures to further enhance the value of our properties.
Capital Expenditures For the years ended December 31, 2025 and 2024 we funded an aggregate of $0.8 million and $1.3 million, respectively, of capital expenditures primarily related to tenant improvements at certain of our properties. We may invest in additional capital expenditures to further enhance the value of our properties.
Segregated Cash Accounts - Loan Covenant Breaches The New York City real estate market continues to be challenged as a result of the impacts of the COVID-19 pandemic and the related changing nature of in-office working arrangements, which previously caused, and may in the future cause certain of our tenants to be unable to make rent payments to us timely, or at all, and could continue to have, an adverse effect on the amount of cash we receive from our operations and therefore our ability to fund operating expenses and other capital requirements.
We are able to use a portion of our restricted cash for certain property operating expenses and capital expenditures. 41 Table of Contents Segregated Cash Accounts - Loan Covenant Breaches The New York City real estate market continues to be challenged as a result of the impacts of the COVID-19 pandemic and the related changing nature of in-office working arrangements, which previously caused, and may in the future cause certain of our tenants to be unable to make rent payments to us timely, or at all, and could continue to have, an adverse effect on the amount of cash we receive from our operations and therefore our ability to fund operating expenses and other capital requirements.
We have remained in breach for two consecutive quarters as of December 31, 2024, although, the lender has not exercised their right to replace the current manager. Cash Sweep Events 400 E. 67th Street/200 Riverside Blvd.
We have remained in breach for two consecutive quarters as of December 31, 2025, although, the lender has not exercised their right to replace the current manager. 400 E. 67th Street/200 Riverside Blvd.
Please see the “Results of Operations” section located on page 34 under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of our results of operations for the year ended December 31, 2023, and year-to-date comparisons between 2023 and 2022.
Please see the “Results of Operations” section located on page 33 under Item 7 of our Annual Report on Form 10-K for the year ended December 31, 202 4 for a discussion of our results of operations for the year ended December 31, 2024, and year-to-date comparisons between 2024 and 2023.
Other Debt Covenants 44 Table of Contents Except as described herein, we were in compliance with the remaining covenants under our other mortgage notes payable as of December 31, 2024 and, continue to monitor compliance with those provisions.
Other Debt Covenants Except as described herein, we were in compliance with the remaining covenants under our other mortgage notes payable as of December 31, 2025 and, continue to monitor compliance with those provisions.
We responded to the notice of default rejecting the assertions made by the lender, which we believe are without merit as a result of the lender's failure to implement a cash management account and our inability to take such action unilaterally due to the mechanics for receipt of lease payments provided for by the loan agreement.
We responded to such notice of default on February 20, 2025 rejecting the assertions made by the lender, which we believed were without merit as a result of the lender's failure to implement a cash management account and our inability to take such action unilaterally due to the mechanics for receipt of lease payments provided for by the loan agreement.
Notice of Defaults 1140 Avenue of the Americas We were informed by the lender on February 19, 2025 that we were in default under the loan agreement for failure to make certain scheduled interest payments. We made the payments in question in full on the same day the default notice was received by us.
We were informed by the lender on February 19, 2025 that we were in default under the loan agreement for failure to make certain scheduled interest payments. We made the payments in question in full on the same day the default notice was received by us as a cure for the February event of default.
As of December 31, 2024, we had $4.2 million retained by the lender in a restricted cash account for our 400 E. 67th Street/200 Riverside Blvd. property. For additional information please see Note 4 — Mortgage Notes Payable to our 2024 Financial Statements.
As of December 31, 2025, we had $3.7 million retained by the lender in a restricted cash account for our 400 E. 67th Street/200 Riverside Blvd. properties. For additional information please see Note 5 — Mortgage Notes Payable to our 2025 Financial Statements.
For more information see Note 10 — Related Party Transactions and Arrangements to our 2024 Financial Statements for further details.
For more information see Note 11 — Related Party Transactions and Arrangements to our 2025 Financial Statements for further details.
As of December 31, 2024, these leases had a weighted-average remaining lease term of 6.3 years.
As of December 31, 2025, these leases had a weighted-average remaining lease term of 6.1 years.
(2) The weighted-average remaining lease term (years) is based on annualized straight-line rent. 38 Table of Contents Our total portfolio occupancy decreased during the year ended December 31, 2024 to 80.8% from a total portfolio occupancy of 86.7% as of December 31, 2023 from the following: • Occupancy at 1140 Avenues of the Americas decreased to 74.1% as of December 31, 2024, compared to 77.1% as of December 31, 2023. • Occupancy at 400 E. 67th Street decreased to 44.3% as of the year ended December 31, 2024 compared to 100% as of December 31, 2023. • Occupancy at our properties located at 196 Orchard Street, 200 Riverside Blvd. and 8713 Fifth Avenue remained the same at 100.0% as of December 31, 2024 and December 31, 2023.
(2) The weighted-average remaining lease term (years) is based on annualized straight-line rent. 37 Table of Contents Our total portfolio occupancy decreased during the year ended December 31, 2025 to 80.3% from a total portfolio occupancy of 80.8% as of December 31, 2024 from the following: • Occupancy at 123 William Street decreased to 79.2% as of December 31, 2025, compared to 82.3% as of December 31, 2024. • Occupancy at 400 E. 67th Street remained the same at 44.3% as of the year ended December 31, 2025 and December 31, 2024. • Occupancy at our properties located at 196 Orchard Street, 200 Riverside Blvd. and 8713 Fifth Avenue remained the same at 100.0% as of December 31, 2025 and December 31, 2024.
As of December 31, 2024, we owned six properties consisting of approximately 1 million rentable square feet acquired for an aggregate purchase price of $621.2 million. On December 30, 2022, we announced that we were changing our business strategy by expanding the scope of the assets and businesses we may own and operate.
As of December 31, 2025, we owned five properties consisting of 0.7 million rentable square feet acquired for an aggregate purchase price of $442.7 million. On December 30, 2022, we announced that we were changing our business strategy by expanding the scope of the assets and businesses we may own and operate.
Historically, we had filed an election to be taxed as a REIT commencing with our taxable year ended December 31, 2014, which remained in effect with respect to each subsequent taxable year ending on or before the year ended December 31, 2022.
Historically, we had filed an election to be taxed as a REIT commencing with our taxable year ended December 31, 2014, which remained in effect with respect to each subsequent taxable year ending on or before the year ended December 31, 2022. In furtherance of this strategy, we disposed of our 1140 Avenue of the Americas property in 2025.
As of December 31, 2024, we are operating under three cash traps at 1140 Avenue of the Americas, 400 E. 67th Street and 8713 Fifth Avenue, which together, represent 33% of the rentable square feet in our portfolio as of December 31 , 2024.
As of December 31, 2025, we are operating under three cash traps at 400 E. 67th Street/200 Riverside Blvd. and 8713 Fifth Avenue, which together, represent 19% of the rentable square feet in our portfolio as of December 31 , 2025.
Leasing Activity and Occupancy As of December 31, 2024 and 2023, our overall portfolio occupancy was 80.8% and 86.7%, respectively.
Leasing Activity and Occupancy As of December 31, 2025 and 2024, our overall portfolio occupancy was 80.3% and 80.8%, respectively.
Net Loss Attributable to Common Stockholders Net loss attributable to common stockholders was $140.6 million for the year ended December 31, 2024, as compared to $105.9 million for the year ended December 31, 2023.
Net Loss Attributable to Common Stockholders Net loss attributable to common stockholders was $21.2 million for the year ended December 31, 2025, as compared to $140.6 million for the year ended December 31, 2024.
Financings We define our leverage as the ratio between our net debt, which is calculated as our gross debt of $350.0 million less cash and cash equivalents of $9.8 million divided by our gross asset value, which is calculated as the carrying value of our total assets of $507.1 million plus our accumulated depreciation and amortization of $91.1 million.
Financings We define our leverage as the ratio between our net debt, which is calculated as our gross debt of $251.0 million less cash and cash equivalents of $1.3 million divided by our gross asset value, which is calculated as the carrying value of our total assets of $445.2 million plus our accumulated depreciation and amortization of $80.6 million.
For additional information, see Note 8 — Stockholders’ Equity to our 2024 Financial Statements.
For additional information, see Note 9 — Stockholders’ Equity to our 2025 Financial Statements.
Depreciation and Amortization Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five to seven years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
These lease is reflected on our consolidated balance sheets and the rent expense is reflected on a straight-line basis over the lease term. 35 Table of Contents Depreciation and Amortization Depreciation is computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five to seven years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests.
Related Party Payments Made with Common Stock Issuances in Lieu of Cash 45 Table of Contents During the years ended December 31, 2024 and 2023, we were also able to preserve cash through an arrangement with our Advisor.
Related Party Payments Made with Common Stock Issuances in Lieu of Cash During the year ended December 31, 2025, there were no related party payments made with common stock issuances in lieu of cash. During the year ended December 31, 2024, we were able to preserve cash through an arrangement with our Advisor.
For additional information on fees incurred from our Advisor and Property Manager, please see Note 10 — Related Party Transactions and Arrangements to our 2024 Financial Statements. Property Operating Expenses Property operating expenses increased by $0.4 million to $34.2 million for the year ended December 31, 2024, compared to $33.8 million for the year ended December 31, 2023.
For additional information on fees incurred from our Advisor and Property Manager, please see Note 11 — Related Party Transactions and Arrangements to our 2025 Financial Statements. Property Operating Expenses Property operating expenses decreased by $(6.7) million to $27.5 million for the year ended December 31, 2025, compared to $34.2 million for the year ended December 31, 2024.
See Note 5 — Liquidity Risk to our 2024 Financial Statements. Cash, Cash Equivalents and Restricted Cash As of December 31, 2024, we had cash and cash equivalents of $9.8 million as compared to $5.3 million as of December 31, 2023.
See Note 2 — Going Concern to our 2025 Financial Statements. Cash, Cash Equivalents and Restricted Cash As of December 31, 2025, we had cash and cash equivalents of $1.3 million as compared to $9.8 million as of December 31, 2024.
Our restricted cash balance includes cash sweeps for 1140 Avenue of the Americas of $1.6 million and $2.5 million, and for 400 E. 67th Street for $4.2 million and $0.0 million, both as of December 31, 2024 and December 31, 2023, respectively, and the remaining balance of restricted cash is comprised of various escrow accounts and other cash accounts with restricted uses.
Our restricted cash balance includes a cash sweep for 400 E. 67th Street for $3.7 million and $4.2 million, as of December 31, 2025 and December 31, 2024, respectively, and the remaining balance of restricted cash is comprised of various escrow accounts and other cash accounts with restricted uses.
We recorded the impairment charges on this property because we determined that the carrying value exceeded the sales price of the asset, less the costs to sell the property. In addition, we recorded an impairment charge of $25.8 million during the year ended December 31, 2024 for our 400 E. 67th Street property.
We recorded impairment charges for this property because we determined that the carrying value exceeded our estimate of the net sale price of the property as of June 30, 2023. This property was sold in December 2024. In addition, we recorded impairment charges of $25.8 million for the year ended December 31, 2024 on our 400 E. 67th Street property.
However, our 8713 Fifth Avenue property has not generated excess cash after debt service and as of December 31, 2024 there is no related cash maintained in a segregated and restricted cash account for that property.
However, our 8713 Fifth Avenue property has not generated excess cash after debt service and as of December 31, 2025 there is no related cash maintained in a segregated and restricted cash account for that property. Additionally, as of December 31, 2025, we are operating under one cash sweep at our 400 E. 67th Street/200 Riverside Blvd. properties.
As of December 31, 2024, our net debt was $340.2 million, our gross asset value was $598.2 million and our leverage was 56.9%. As of December 31, 2024 our gross borrowings totaled $350.0 million, which bore interest at a weighted-average annual rate of 4.43% and had a weighted-average maturity of 2.6 years.
As of December 31, 2025, our net debt was $249.7 million, our gross asset value was $525.7 million and our leverage was 47.5%. As of December 31, 2025, our gross borrowings totaled $251.0 million, which bore interest at a weighted-average annual rate of 4.56% (excluding default interest) and had a weighted-average maturity of 1.5 years.
Debt Covenant Non-Compliance 1140 Avenue of the Americas We have breached both a debt service coverage provision and a reserve fund provision under our non-recourse mortgage secured by the 1140 Avenue of the Americas property in each of the last 18 quarters ended December 31, 2024. The principal amount of the loan was $99.0 million as of December 31, 2024.
Debt Covenant Non-Compliance, Cash Sweep Events, Notices of Defaults and of Acceleration and Foreclosure Litigation 1140 Avenue of the Americas We have breached both a debt service coverage provision and a reserve fund provision under our non-recourse mortgage secured by the 1140 Avenue of the Americas property in each of the last 21 quarters ended December 31, 2025.
Mortgage Notes Payable We had five mortgage loans secured by our six properties with an aggregate balance of $350.0 million as of December 31, 2024 with a weighted-average effective interest rate of 4.43%. All our mortgage loans bear interest at a fixed rate. There are no future scheduled principal payments on our mortgage notes payable for the remainder of 2025.
Mortgage Notes Payable We had four mortgage loans secured by our five properties with an aggregate balance of $251.0 million as of December 31, 2025 with a weighted-average effective interest rate of 4.56% (excluding default interest). All our mortgage loans bear interest at a fixed rate.
These restrictions, combined with declining rental revenue and increasing accounts payable balances have exacerbated liquidity challenges. Significant Accounting Estimates and Critical Accounting Policies Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes is important to the preparation of our consolidated financial statements.
Significant and Critical Accounting Policies and Estimates Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes is important to the preparation of our consolidated financial statements.
Gain on Dispositions of Real Estate Investments Gains on sales of rental real estate are not considered sales to customers and will generally be recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets .
Gain on Dispositions of Real Estate Investments Gains on sales of rental real estate are not considered sales to customers and will generally be recognized pursuant to the provisions included in ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets . 36 Table of Contents Impairment of Long-Lived Assets We periodically assess whether there are any indicators that the value of a property may be impaired or that the carrying value may not be recoverable.
The following table is a summary of our quarterly leasing activity for the year ended December 31, 2024: Q1 2024 Q2 2024 Q3 2024 Q4 2024 Leasing activity: New Leases: New leases commenced 1 1 3 1 Total square feet leased 8,122 5,284 24,081 12,750 Annualized straight-line rent per square foot (1) $ 22.16 $ 70.30 $ 59.28 $ 59.59 Weighted-average lease term (years) (2) 1.2 3.2 5.3 5.6 Terminated or Expired Leases: Number of leases terminated or expired — 1 2 5 Square feet — 12,183 21,438 92,801 Annualized straight-line rent per square foot $ — $ 5.96 $ 61.31 $ 72.39 __________ (1) Represents the GAAP basis annualized straight-line rent that is recognized over the term on the respective leases, includes free rent, periodic rent increases, and excludes recoveries.
The following table is a summary of our quarterly leasing activity for the year ended December 31, 2025: Q1 2025 Q2 2025 Q3 2025 Q4 2025 Leasing activity: New and replacement leases: New and replacement leases commenced 1 6 3 3 Total square feet leased 11,521 72,016 20,308 13,531 Annualized straight-line rent per square foot (1) $ 9.5 $ 40.46 $ 72.72 $ 44.71 Weighted-average lease term (years) (2) 0.1 13.9 13.3 4.3 Terminated or Expired Leases: Number of leases terminated or expired — 2 3 2 Square feet — 32,356 24,116 15,359 Annualized straight-line rent per square foot $ — $ 34.74 $ 52.02 $ 46.89 __________ (1) Represents the GAAP basis annualized straight-line rent that is recognized over the term on the respective leases, includes free rent, periodic rent increases, and excludes recoveries.
Under the guarantee of certain enumerated recourse liabilities of the borrower under one of our mortgage loans, we are required to maintain a minimum net worth in excess of $175.0 million and minimum liquid assets (i.e., cash, cash equivalents and restricted cash) of $10.0 million, which totaled $18.9 million as of December 31, 2024. 42 Table of Contents We had restricted cash of $9.2 million as of December 31, 2024 as compared to $7.5 million as of December 31, 2023, respectively.
Under certain covenants of our mortgage loans, we are required to maintain a minimum net worth in excess of $100.0 million and minimum liquid assets (i.e., cash, cash equivalents and restricted cash) of $5.0 million, which totaled $8.0 million as of December 31, 2025.
During the year ended December 31, 2024 and 2023, our weighted-average outstanding debt balance was $350.0 million and $399.5 million, respectively, with a weighted-average effective interest rate of 4.43% in each period.
The decrease in interest expense can primarily be attributed to the interest expense related to the 1140 Avenue of the Americas property in court appointed receivership. During the year ended December 31, 2025 and 2024, our weighted-average outstanding debt balance was $251.0 million and $350.0 million, respectively, with a weighted-average effective interest rate of 4.56% in each period.
For additional information and disclosures related to the Company’s operating leases, see Note 9 - Commitments and Contingencies t o our 2024 Financial Statements. 36 Table of Contents We are the lessee under a land leases which was previously classified as an operating lease prior to adoption of lease accounting and will continue to be classified as an operating lease under transition elections unless subsequently modified.
We are the lessee under a land leases which was previously classified as an operating lease prior to adoption of ASC 842 and will continue to be classified as an operating lease under transition elections unless subsequently modified.
Under the lease sweep period, any excess cash generated, if any, is to be held in a segregated reserve account controlled by the lender as additional collateral. As of December 31, 2024, we had $4.2 million , in cash swept that is retained by the lender and recorded within restricted cash on our consolidated balance sheet.
Under the lease sweep period, any excess cash generated, if any, is to be held in a segregated reserve account controlled by the lender as additional collateral.
A summary of amounts invested by the Advisor during the years ended December 31, 2024 and 2023 is as follows: Period of Issuance Recipient Shares Issued (1) Issued Share Price (1) January 2023 The Advisor 31,407 $ 15.44 March 2024 The Advisor 70,607 $ 7.54 April 2024 The Advisor 68,308 $ 6.58 April 2024 The Advisor 22,857 $ 6.58 May 2024 The Advisor 83,543 $ 5.72 __________ (1) Retroactively adjusted for the effects of the Reverse Stock Split (see Note 1 for additional information).
A summary of amounts invested by the Advisor during the years ended December 31, 2025 and 2024 is as follows: Period of Issuance Recipient Shares Issued Issued Share Price March 2024 The Advisor 70,607 $ 7.54 April 2024 The Advisor 68,308 $ 6.58 April 2024 The Advisor 22,857 $ 6.58 May 2024 The Advisor 83,543 $ 5.72 We continue to focus on increasing occupancy of the portfolio by seeking replacement tenants for leases that had expired or otherwise have been terminated.
Under ASC 842, we have elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, we have reflected them on a net basis.
Under ASC 842, we have elected to report combined lease and non-lease components in a single line “Revenue from tenants.” For expenses paid directly by the tenant, under both ASC 842 and 840, we have reflected them on a net basis. 33 Table of Contents We continually review receivables related to rent and unbilled rents receivable and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located.
During the year ended December 31, 2024, a tenant located at our 400 E. 67th Street property vacated its current space, however, per their agreement with us, the tenant is required to pay rent for the remainder of term of their existing lease which is set to expire in the third quarter of 2025. • Occupancy at our properties located at 196 Orchard Street, 200 Riverside Blvd. and 8713 Fifth Avenue remained the same at 100.0% as of December 31, 2024 and December 31, 2023.
The decrease in occupancy was due to a lease expiration during the year ended December 31, 2025. • Occupancy at 400 E. 67th Street remained flat at 44.3% as of December 31, 2025 and December 31, 2024. • Occupancy at our properties located at 196 Orchard Street, 200 Riverside Blvd. and 8713 Fifth Avenue remained the same at 100.0% as of December 31, 2025 and December 31, 2024.
Depreciation and Amortization Depreciation and amortization expense decreased $8.1 million to $18.4 million for the year ended December 31, 2024, compared to $26.5 million for the year ended December 31, 2023.
See Note 11 — Related Party Transactions and Arrangements to our 2025 Financial Statements for further details. Depreciation and Amortization Depreciation and amortization expense decreased $5.6 million to $12.8 million for the year ended December 31, 2025, compared to $18.4 million for the year ended December 31, 2024.
The changes in occupancy were as follows: • Occupancy at 123 William Street decreased to 82.3% as of December 31, 2024 compared to 91.4% as of December 31, 2023.
Leasing Activity and Occupancy We had a decrease in occupancy level to 80.3% across our portfolio as of December 31, 2025, as compared to 80.8% as of December 31, 2024. The changes in occupancy were as follows: • Occupancy at 123 William Street decreased to 79.2% as of December 31, 2025 compared to 82.3% as of December 31, 2024.
Equity-Based Compensation Equity-based compensation decreased to $0.4 million for the year ended December 31, 2024 from $5.9 million for the year ended December 31, 2023. These amounts are comprised of restricted share amortization expense and the amortization of our multi-year outperformance award granted under the 2020 OPP. The 2020 OPP expired on August 18, 2023.
Equity-Based Compensation Equity-based compensation remained consistent at $0.4 million for the year ended December 31, 2025 from $0.4 million for the year ended December 31, 2024. These amounts are comprised of restricted share amortization expense.
We funded our capital expenditures during the year ended December 31, 2024 with (i) cash on hand, which included proceeds from previous financings, and (ii) cash retained from the Advisor either from (a) reinvesting its base management fees in shares of our Class A common stock or (b) electing to receive shares of our Class A common stock in lieu cash for its base management fee.
We funded our capital expenditures during the year ended December 31, 2025 with (i) cash on hand, which included proceeds from previous financings, and (ii) cash retained from the Advisor either from (a) deferring payment of related-party management fees to the Advisor as needed or (b) providing a bridge loan when necessary. 45 Table of Contents Acquisitions and Dispositions We had no acquisitions during the year ended December 31, 2025.
Recently Issued Accounting Pronouncements See Note 2 — Summary of Significant Accounting Policies — “ Recently Issued Accounting Pronouncements” to our 2024 Financial Statements for a discussion of recently issued accounting pronouncements. Results of Operations Below is a discussion of our results of operations for the years ended December 31, 2024 and 2023.
Results of Operations Below is a discussion of our results of operations for the years ended December 31, 2025 and 2024.
For additional information, please see Note 3 — Real Estate Investments to our 2024 Financial Statements .
For additional information, please see Note 4 — Real Estate Investments to our 2025 Financial Statements . Recently Issued Accounting Pronouncements See Note 3 — Summary of Significant Accounting Policies — “ Recently Issued Accounting Pronouncements” to our 2025 Financial Statements for a discussion of recently issued accounting pronouncements.
On December 18, 2024, we sold the 9 Times Square property. For additional information please see Note 3 - Real Estate Investments to our 2024 Financial Statements.
During the year ended December 31, 2024, we recorded a loss on disposition of real estate investments of $0.3 million related to our 9 Times Square property. See Note 6 — Property Dispositions to our 2025 Financial Statements for further details.
The following table shows our results of operations for the years ended December 31, 2024 and December 31, 2023 and the year to year change by line item of the consolidated statements of operations: Year Ended December 31, Increase (Decrease) (in thousands) 2024 2023 $ Revenue from tenants $ 61,570 $ 62,710 $ (1,140) Operating expenses: Asset and property management fees to related parties 7,751 7,680 71 Property operating expenses 34,185 33,797 388 Impairment of real estate investments 112,541 66,565 45,976 Equity-based compensation 408 5,863 (5,455) General and administrative 9,216 9,375 (159) Depreciation and amortization 18,408 26,532 (8,124) Total operating expenses 182,509 149,812 32,697 Operating loss before gain (loss) on sale of real estate investments (120,939) (87,102) (33,837) Gain (loss) on sale of real estate investments (276) — (276) Operating loss (121,215) (87,102) (34,113) Other income (expenses): Interest expense (19,488) (18,858) (630) Other income 112 36 76 Total other expenses (19,376) (18,822) (554) Net loss before income taxes (140,591) (105,924) (34,667) Income tax expense — — — Net loss and Net loss attributable to common shareholders $ (140,591) $ (105,924) $ (34,667) Revenue from Tenants Revenue from tenants decreased $1.1 million to $61.6 million for the year ended December 31, 2024, compared to $62.7 million for the year ended December 31, 2023.
The following table shows our results of operations for the years ended December 31, 2025 and December 31, 2024 and the year to year change by line item of the consolidated statements of operations: Year Ended December 31, Increase (Decrease) (in thousands) 2025 2024 $ Revenue from tenants $ 43,275 $ 61,570 $ (18,295) Operating expenses: Asset and property management fees to related parties 7,281 7,751 (470) Property operating expenses 27,454 34,185 (6,731) Impairment of real estate investments 30,558 112,541 (81,983) Equity-based compensation 364 408 (44) General and administrative 8,270 9,216 (946) Depreciation and amortization 12,816 18,408 (5,592) Total operating expenses 86,743 182,509 (95,766) Operating loss before gain (loss) on sale of real estate investments (43,468) (120,939) 77,471 Gain (loss) on disposal of real estate investments 47,867 (276) 48,143 Operating loss 4,399 (121,215) 125,614 Other income (expenses): Interest expense (15,281) (19,488) 4,207 Interest expense associated with property in receivership (10,318) — (10,318) Other income 6 112 (106) Total other expenses (25,593) (19,376) (6,217) Net loss before income taxes (21,194) (140,591) 119,397 Income tax expense — — — Net loss and Net loss attributable to common shareholders $ (21,194) $ (140,591) $ 119,397 Revenue from Tenants Revenue from tenants decreased $18.3 million to $43.3 million for the year ended December 31, 2025, compared to $61.6 million for the year ended December 31, 2024, primarily due to the dispositions of our 1140 Avenue of the Americas and 9 Times Square properties during the years ended December 31, 2025 and December 31, 2024, respectively, resulting in a $18.3 million decrease in revenue from tenants. 38 Table of Contents Asset and Property Management Fees to Related Parties Fees for asset and property management services to our Advisor and Property Manager were $7.3 million for the year ended December 31, 2025 and $7.8 million for the year ended December 31, 2024, respectively.
As of December 31, 2024 and December 31, 2023 we had $1.6 million and $2.5 million, respectively, in cash that is retained by the lender and maintained in restricted cash on our consolidated balance sheet as of those dates. 8713 Fifth Avenue We have breached a debt service coverage ratio covenant under the non-recourse mortgage secured by 8713 Fifth Avenue in each of the last 18 quarters ended December 31, 2024.
Upon disposition of the 1140 Avenue of the Americas property, we removed the related ROU asset and lease liability from the condensed consolidated balance sheet. 8713 Fifth Avenue We have breached a debt service coverage ratio covenant under the non-recourse mortgage secured by 8713 Fifth Avenue in each of the last 21 quarters ended December 31, 2025.
See Note 3 — Real Estate Investments to our 2024 Financial Statements for further details. There have been no new property acquisitions since January 1, 2023 that would increase the depreciable base during the periods presented.
There have been no new property acquisitions since January 1, 2023 that would increase the depreciable base during the periods presented. 39 Table of Contents Interest Expense Interest expense decreased $4.2 million to $15.3 million for the year ended December 31, 2025 compared to $19.5 million for the year ended December 31, 2024.
We have received no additional notices from the lender, which has neither charged us any default interest nor accelerated any portion of that debt. 400 E. 67 th Street/200 Riverside Boulevard On November 19, 2024, the lender sent a notice to us alleging that we were in default under the loan agreement for events that occurred in the third and fourth quarters of 2023, specifically our failure to establish a cash management account for excess cash sweeps over monthly debt service requirements.
As of December 31, 2025 and December 31, 2024, we had $3.7 million and $4.2 million, respectively , in cash swept that is retained by the lender and recorded within restricted cash on our consolidated balance sheet. 43 Table of Contents On November 19, 2024, the lender sent a notice to us alleging that we were in default under the loan agreement governing the loan secured by the non-recourse mortgage on the property for events that occurred in the third and fourth quarters of 2023, specifically our failure to establish a cash management account for excess cash sweeps over monthly debt service requirements.
The below table presents a reconciliation of our EBITDA and our adjusted EBITDA from net loss for the years ended December 31, 2024 and 2023: Years Ended (in thousands) December 31, 2024 December 31, 2023 Net loss and net loss attributable to common stockholders (in accordance with GAAP) $ (140,591) $ (105,924) Interest expense 19,488 18,858 Tax expense (benefit) — — Depreciation and amortization 18,408 26,532 EBITDA (102,695) (60,534) Impairment of real estate investments 112,541 66,565 Equity-based compensation 408 5,863 Other income (112) (36) Management fees paid in common stock to the Advisor in lieu of cash 1,610 485 Adjusted EBITDA $ 11,752 $ 12,343 Dividends For the taxable years we elected to be taxed as a REIT (commencing with our taxable year ended December 31, 2014 through our taxable year ended December 31, 2022) we were required to distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard for the deduction for dividends paid and excluding net capital gains.
Table of Contents The below table presents a reconciliation of our EBITDA and our adjusted EBITDA from net loss for the years ended December 31, 2025 and 2024: Years Ended (in thousands) December 31, 2025 December 31, 2024 Net loss and net loss attributable to common stockholders (in accordance with GAAP) $ (21,194) $ (140,591) Interest expense 15,281 19,488 Interest expense associated with property in receivership 10,318 — Tax expense (benefit) — — Depreciation and amortization 12,816 18,408 EBITDA 17,221 (102,695) Impairment of real estate investments 30,558 112,541 (Gain) loss on disposition of real estate investments (1) (47,867) 276 Equity-based compensation 364 408 Other income (6) (112) Management fees paid in common stock to the Advisor in lieu of cash — 1,610 Adjusted EBITDA $ 270 $ 12,028 __________ (1) During the year ended December 31, 2025 the Company recognized a gain of $47.9 million related to the disposition of 1140 Avenue of the Americas.
We recorded $86.6 million of impairment charges during 2024 related to our 9 Times Square property, as the carrying value exceeded the sales price of the asset, less costs to sell the property. This property was sold in December 2024 for a contract sales price of $63.5 million.
During the year ended December 31, 2025, we recorded impairment charges totaling $10.3 million, related to our 196 Orchard Street property. These charges were recognized to reduce the carrying value of the property to its estimated fair value. During the year ended December 31, 2024, we recorded an impairment charges of $86.6 million related to our 9 Times Square property.
Impairments of Real Estate Investments During the year ended December 31, 2024, we recorded total impairment charges of $112.5 million as compared to $66.6 million impairment charges recorded during the year ended December 31, 2023.
The decrease in expenses is primarily related to the sale of 9 Times Square during the year ended December 31, 2024. Impairments of Real Estate Investments During the year ended December 31, 2025, we recorded an impairment charge of $7.1 million on our 1140 Avenue property.
The decrease in occupancy was due to a lease expiration during the year ended December 31, 2024. • Occupancy at 1140 Avenue of the Americas decreased to 74.1% as of December 31, 2024 as compared to 77.1% as of December 31, 2023.
General and Administrative Expenses General and administrative expenses decreased $0.9 million to $8.3 million for the year ended December 31, 2025 compared to $9.2 million for the year ended December 31, 2024. The decrease in expenses is primarily related to the consensual foreclosure of 1140 Avenue of the Americas during the year ended December 31, 2025.

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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 changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk. The market risk associated with financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs.
As the information presented above includes only those exposures that existed as of December 31, 2024 and does not consider exposures or positions arising after that date. The information represented herein has limited predictive value.
As the information presented above includes only those exposures that existed as of December 31, 2025 and does not consider exposures or positions arising after that date. The information represented herein has limited predictive value.
A 100 basis point decrease in market interest rates would result in an increase in the fair value of our net fixed-rate debt by $4.8 million. These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs, and assuming no other changes in our capital structure.
A 100 basis point decrease in market interest rates would result in an increase in the fair value of our net fixed-rate debt by $5.3 million. These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs, and assuming no other changes in our capital structure.
The sensitivity analysis related to our net fixed–rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2024 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our net fixed-rate debt by $4.7 million.
The sensitivity analysis related to our net fixed–rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2025 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our net fixed-rate debt by $1.3 million.
As of December 31, 2023, our debt consisted of fixed-rate or swapped to fixed-rate secured mortgage notes payable with an aggregate carrying value of $399.5 million and a fair value of $348.8 million. Changes in market interest rates have no impact on interest expense incurred on the notes net of related swap payments or receipts.
As of December 31, 2024, our debt consisted of fixed-rate or swapped to fixed-rate secured mortgage notes payable with an aggregate carrying value of $350.0 million and a fair value of $287.5 million. Changes in market interest rates have no impact on interest expense incurred on the notes net of related swap payments or receipts.
We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations. 49 Table of Contents As of December 31, 2024, our debt consisted of fixed-rate or swapped to fixed-rate secured mortgage notes payable with an aggregate carrying value of $350.0 million and a fair value of $287.5 million.
We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations. As of December 31, 2025, our debt consisted of fixed-rate or swapped to fixed-rate secured mortgage notes payable with an aggregate carrying value of $251.0 million and a fair value of $224.3 million.
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Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs.

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