Real Estate

Presidio Property Trust Reports Expiration of Series D Preferred Stock Exchange Offer

Presidio Property Trust accepted all 149,773 Series D Preferred Stock shares validly tendered in its exchange offer, with settlement expected on or about October 6, 2026.

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Presidio Property Trust, Inc. (NASDAQ:SQFT, NASDAQ:SQFTP and NASDAQ:SQFTW) has reported the expiration and results of its offer to exchange its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock for newly issued Series A Common Stock. The offer ended at 11:59 p.m., New York City time, on October 2, 2026.

#Shares tendered and accepted

By the deadline, holders had validly tendered and not withdrawn 149,773 shares of Series D Preferred Stock. Presidio said that amount represented approximately 15.4% of the outstanding Series D Preferred Stock, and that all validly tendered shares were accepted.

Under the exchange terms, participating holders will receive 5.5 shares of Common Stock for each Series D Preferred Stock share accepted. Presidio expects to issue approximately 823,753 shares of Common Stock through the offer.

#Expected settlement and share treatment

Presidio expects to settle the exchange offer on or about October 6, 2026. The company identifies the expected settlement and the expected number of Common Stock shares to be issued as forward-looking statements based on its present expectations; actual outcomes or results may differ materially from those expressed or implied.

No fractional Common Stock shares will be issued. Where an exchange would otherwise result in a fractional share, the participating holder's issuance will be rounded up to the nearest whole share. Presidio said this adjustment will be made at the participant level rather than at the beneficial-owner level.

The offer was not subject to a minimum number of Series D Preferred Stock shares being tendered and did not depend on financing conditions. Certain directors and executive officers participated by tendering their Series D Preferred Stock. They are to receive Common Stock on the same terms as other participating holders, including the 5.5-for-1 exchange ratio.

#Remaining Series D Preferred Stock

Presidio reported that 973,736 Series D Preferred Stock shares were outstanding as of October 2, 2026. Following settlement, approximately 823,963 shares are expected to remain outstanding.

#Company and securities information

Presidio describes itself as an internally managed, diversified real estate investment trust. Its portfolio includes model homes triple-net leased to homebuilders, along with office, industrial and retail properties. The model homes are located primarily in the Sun Belt states. The other properties are located primarily in Colorado, with additional holdings in Maryland, North Dakota, Texas and Southern California.

The Series D Preferred Stock trades on the Nasdaq Capital Market under the symbol “SQFTP,” while the Common Stock trades under “SQFT.” Broadridge Corporate Issuer Solutions, LLC served as the information agent and exchange agent.

#Offer documents and conditions

The prospectus, registration statement, Schedule TO and related filings contain the full terms of the exchange offer and additional information about Presidio and the transaction. Those documents were filed with the U.S. Securities and Exchange Commission. Further terms, conditions, restrictions and obligations of the exchange offer apply as set out in those filings.

#Key Takeaways

  • The Series D Preferred Stock exchange offer expired at 11:59 p.m., New York City time, on October 2, 2026.
  • Presidio accepted all 149,773 shares validly tendered and not withdrawn, representing approximately 15.4% of outstanding Series D Preferred Stock.
  • Participating holders will receive 5.5 Common Stock shares for each accepted Series D Preferred Stock share, with approximately 823,753 Common Stock shares expected to be issued.
  • Settlement is expected on or about October 6, 2026, subject to the forward-looking statement qualifications provided by the company.
  • Approximately 823,963 Series D Preferred Stock shares are expected to remain outstanding after settlement.

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