Form 8-K

8-K — ONE LIBERTY PROPERTIES INC

Accession: 0001213900-26-052814

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0000712770

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): May 6, 2026

ONE

LIBERTY PROPERTIES, INC.

(Exact

name of Registrant as specified in charter)

Maryland

001-09279

13-3147497

(State or other jurisdiction

(Commission file No.)

(IRS Employer

of incorporation)

I.D. No.)

Cutter Mill Road, Suite

303, Great

Neck, New

York

11021

(Address of principal executive offices)

(Zip code)

Registrant’s

telephone number, including area code: 516-466-3100

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock

OLP

New York

Stock Exchange

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405)

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐

Emerging growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02 Results of Operations and Financial Condition.

May 6, 2026, we issued a press release announcing our results of operations for the quarter and year ended March 31, 2026. The press

release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

This

information and the exhibit attached hereto are being furnished pursuant to Item 2.02 of Form 8-K and are not to be considered “filed”

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into

any previous or future filing by the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be

expressly set forth by specific reference in such filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

of Exhibit

99.1

Press release dated May 6, 2026.

101

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SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

ONE LIBERTY PROPERTIES, INC.

Date: May 6,

2026

By:

/s/

Isaac Kalish

Senior Vice President and

Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED MAY 6, 2026

EX-99.1

Filename: ea028937201ex99-1.htm · Sequence: 2

Exhibit

99.1

ONE

LIBERTY PROPERTIES REPORTS

FIRST

QUARTER 2026 RESULTS

–

Approximately 84% of Base Rent to be Derived from Industrial Properties –

–

Rental Income Increases 11.6% Year Over Year in First Quarter –

GREAT

NECK, New York, May 6, 2026 — One Liberty Properties, Inc. (NYSE: OLP), a real estate investment trust focused on the ownership

of industrial properties, today announced operating results for the quarter ended March 31, 2026.

“Our

first quarter results reflect the success of One Liberty’s strategic transformation into an industrial-focused platform, with rental

income growing 11.6% year over year and industrial properties now comprising 84% of our base rent,” stated Patrick J. Callan, Jr.,

President and Chief Executive Officer of One Liberty. “With strong occupancy of 98.8%, and the successful integration of recent

acquisitions, we are well positioned to deliver continued value for our stockholders.”

First

Quarter and Recent Highlights:

● Net

income of $0.28 per diluted share.

● FFO1

of $0.50 per diluted share and AFFO1 of $0.48 per diluted share, as the Company

realized the full benefit of acquisitions closed in 2025.

● Portfolio

occupancy of 98.8% as of quarter end.

● Closed

on 637,633 square feet of acquisitions comprising 10 industrial properties as previously

announced.

● Sold

two non-core properties, one vacant, generating net proceeds of $9.8 million and a $3.9 million

gain.

● Subsequent

to quarter end:

o Closed

on the sale of two non-core properties for approximately $9.0 million; and

o Secured

an agreement to sell a non-core retail property for approximately $17.5 million.

Key

Drivers of First Quarter Results:

● Rental

income increased by $2.8 million year over year due primarily to the benefit of transaction

activity.

● Total

operating expenses were $18.7 million compared to $15.7 million year over year – acquisition

activity contributed significantly to increased depreciation and amortization and, to a lesser

extent, increased real estate expenses.

● Interest

expense was up $1.5 million year over year due primarily to acquisition related borrowing

activity.

1 A

reconciliation of GAAP amounts to non-GAAP amounts (i.e., FFO and AFFO) is presented with

the financial information included in this release.

● The

growth in FFO per share is due to the increase in rental income and, to a lesser extent,

the benefit of lease termination fee income, that was subsequently replaced with new leases

at higher rates. FFO growth was offset primarily from additional expenses related to the

growth of the portfolio.

● Diluted

per share net income, FFO and AFFO were impacted negatively in the three months ended March

31, 2026 compared to the corresponding quarter in the prior year by an average increase of

approximately 179,000 in the weighted average number of shares of common stock outstanding

as a result of stock issuances in connection with the equity incentive and dividend reinvestment

programs.

First Quarter Results

Three

Months Ended

March 31,

Key

Metrics

2026

2025

Change

(Amounts in thousands,

Except Per Share Data)

Net

income attributable to OLP

$ 6,237

$ 4,155

50 %

Net

income / share attributable to common stockholders – diluted

$ 0.28

$ 0.18

56 %

FFO

$ 10,926

$ 9,573

14 %

FFO / share – diluted

$ 0.50

$ 0.44

14 %

AFFO

$ 10,521

$ 10,510

AFFO / share –

diluted

$ 0.48

–

Balance

Sheet:

March 31, 2026, the Company had $20.4 million of cash and cash equivalents, total assets of $898.6 million, total debt of $561.5 million,

and total OLP stockholders’ equity of $297.4 million.

May 1, 2026, One Liberty’s available liquidity was $79.8 million, including $5.3 million of cash and cash equivalents (including

the credit facility’s required $3.0 million average deposit maintenance balance) and $74.5 million available under its credit facility.

Transaction

Activity:

January 2026, as previously disclosed, the Company closed on the acquisition of a 637,633 square foot portfolio of ten well-located industrial

properties. The properties are leased to six tenants, each of which has a global or national presence, and the two largest tenants are

wholly owned subsidiaries of investment grade companies. The average in place rent is below market, providing attractive mark to market

upside. The acquisition was financed with a $17 million mortgage on six properties, and approximately $30 million borrowed under OLP’s

$100 million credit facility.

March 2026, the Company sold a vacant retail property in Cary, North Carolina and a Havertys retail property in Newport News, Virginia

for an aggregate sales price of $10.2 million, generating net proceeds of $9.8 million and a $3.9 million gain.

Subsequent

Events:

The

Company, in the second quarter of 2026, closed on the sale of two non-core properties in South Euclid, Ohio, and Champaign, Illinois,

for an aggregate sales price of $9.0 million and anticipates that the sale will generate net proceeds of approximately $7.6 million and

a net gain of approximately $3.4 million. During the three months ended March 31, 2026 and the year ended December 31, 2025, these properties

contributed an aggregate of $253,000 and $917,000 of rental income net, $88,000 and $245,000 of depreciation and amortization expense,

$73,000 and $537,000 of real estate expenses and $6,000 and $27,000 of mortgage interest expense, respectively.

The

Company entered into a contract to sell a retail property located in El Paso, Texas, for $17.5 million. It is anticipated that the sale

will close by the end of the second quarter 2026, and that the net proceeds and net gain therefrom will be approximately $8.7 million

and $9.8 million, respectively. This property contributed $408,000 and $1.7 million of rental income net, $124,000 and $572,000 of depreciation

and amortization expense, $54,000 and $333,000 of real estate expenses and $84,000 and $345,000 of mortgage interest expense during the

three months ended March 31, 2026 and the year ended December 31, 2025, respectively.

Non-GAAP

Financial Measures:

One

Liberty computes funds from operations, or FFO, in accordance with the “White Paper on Funds From Operations” issued by the

National Association of Real Estate Investment Trusts (“NAREIT”) and NAREIT’s related guidance. FFO is defined in the

White Paper as net income (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains

and losses from the sale of certain real estate assets, gains and losses from change in control, impairment write-downs of certain real

estate assets and investments in entities where the impairment is directly attributable to decreases in the value of depreciable real

estate held by the entity. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect FFO on the same basis.

In computing FFO, we do not add back to net income the amortization of costs in connection with our financing activities or depreciation

of non-real estate assets.

One

Liberty computes adjusted funds from operations, or AFFO, by adjusting from FFO for straight-line rent accruals and amortization of lease

intangibles, deducting from income (i) additional rent from a ground lease tenant, (ii) income on settlement of litigation, (iii) income

on insurance recoveries from casualties, (iv) lease termination and assignment fees, and adding back to income (i) amortization of restricted

stock and restricted stock unit compensation expense, (ii) amortization of costs in connection with its financing activities (including

its share of its unconsolidated joint ventures), (iii) debt prepayment costs, (iv) amortization of lease incentives and (v) mortgage

intangible assets. Since the NAREIT White Paper does not provide guidelines for computing AFFO, the computation of AFFO varies from one

REIT to another.

One

Liberty believes that FFO and AFFO are useful and standard supplemental measures of the operating performance for equity REITs and are

used frequently by securities analysts, investors and other interested parties in evaluating equity REITs, many of which present FFO

and AFFO when reporting their operating results. FFO and AFFO are intended to exclude GAAP historical cost depreciation and amortization

of real estate assets, which assumes that the value of real estate assets diminish predictability over time. In fact, real estate values

have historically risen and fallen with market conditions. As a result, we believe that FFO and AFFO provide a performance measure that

when compared year over year, should reflect the impact to operations from trends in occupancy rates, rental rates, operating costs,

interest costs and other matters without the inclusion of depreciation and amortization, providing a perspective that may not be necessarily

apparent from net income. Management also considers FFO and AFFO to be useful in evaluating potential property acquisitions.

FFO

and AFFO do not represent net income or cash flows from operations as defined by GAAP. FFO and AFFO and should not be considered to be

an alternative to net income as a reliable measure of One Liberty’s our operating performance; nor should FFO and AFFO be considered

an alternative to cash flows from operating, investing or financing activities (as defined by GAAP) as measures of liquidity. FFO and

AFFO do not measure whether cash flow is sufficient to fund all our cash needs, including principal amortization, capital improvements

and distributions to stockholders. Management recognizes that there are limitations in the use of FFO and AFFO. In evaluating our performance,

management is careful to examine GAAP measures such as net income and cash flows from operating, investing and financing activities.

Operating

Measure:

Base

Rent, or base rent, generally represents the cash base rent payable to OLP during the twelve months ending March 31, 2027 under leases

in effect at April 1, 2026. See OLP’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 for further information

on the calculation of Base Rent.

Forward

Looking Statement:

Certain

information contained in this press release, together with other statements and information publicly disseminated by One Liberty Properties,

Inc. is forward looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

and Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provision

for forward looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for the purpose

of complying with these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe our future

plans, strategies and expectations, are generally identifiable by use of the words “may,” “will,” “could,”

“believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,”

or similar expressions or variations thereof. Information regarding important factors that could cause actual outcomes or other events

to differ materially from any such forward-looking statements appear in the Company’s Annual Report on Form 10-K for the year ended December

31, 2025 and the reports filed with the Securities and Exchange Commission thereafter; in particular, the sections of such reports entitled

“Cautionary Note Regarding Forward Looking Statements”, “Risk Factors” and “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”, included therein. In addition, estimates of rental

income and base rent exclude any related variable rent and the adjustments required by GAAP to present rental income; anticipated property

purchases, sales, financings and/or refinancings may not be completed during the period or on the terms indicated, or at all; estimates

of net proceeds and gains from property sales and financings/refinancings are subject to adjustment, among other things, because actual

closing costs (including the amounts, if any, required to pay-off mortgage debt on properties being sold) may differ from the estimated

costs; anticipated rent increases, including those tied to filling of vacancies or as a result of market-to-market opportunities (i.e.,

renewing leased premises or leasing vacant premises at higher rental rates) may not be realized; and amounts presented in this press

release and the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2026 may differ from one another due to

rounding. You should not rely on forward-looking statements since they involve known and unknown risks, uncertainties and other factors

which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations,

financial condition, cash flows, performance or future achievements or events.

About

One Liberty Properties:

One

Liberty, organized in Maryland in 1982, is an industrial-focused real estate investment trust. The Company owns and operates a geographically

diversified portfolio consisting primarily of industrial properties across the United States. Additional financial and descriptive information

on One Liberty, its operations and its portfolio, is available on its website at: http://1liberty.com. Interested parties are encouraged

to review One Liberty’s Annual Report on Form 10-K and the other reports it files with the Securities and Exchange Commission for

additional information.

Contact:

One

Liberty Properties

Investor

Relations

Phone:

(516) 466-3100

www.1liberty.com

ONE LIBERTY PROPERTIES, INC.

CONDENSED BALANCE SHEETS

(Amounts

in Thousands)

(Unaudited)

March 31,

December 31,

2026

2025

ASSETS

Real estate investments, at cost

$ 1,015,527

$ 972,257

Accumulated depreciation

(196,903 )

(194,663 )

Real estate investments, net

818,624

777,594

Property held-for-sale

1,283

—

Cash and cash equivalents

20,444

14,434

Unbilled rent receivable

17,613

17,269

Unamortized intangible lease assets, net

28,110

25,501

Other assets

12,563

22,772

Total assets

$ 898,637

$ 857,570

LIABILITIES AND EQUITY

Liabilities:

Mortgages payable, net

$ 529,470

$ 517,342

Line of credit

32,000

—

Unamortized intangible lease liabilities, net

13,692

12,946

Other liabilities

25,916

27,485

Total liabilities

601,078

557,773

Total One Liberty Properties, Inc. stockholders’ equity

297,370

299,603

Non-controlling interests in consolidated joint ventures

189

194

Total equity

297,559

299,797

Total liabilities and equity

$ 898,637

$ 857,570

ONE LIBERTY PROPERTIES, INC. (NYSE: OLP)

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

Three Months Ended

March 31,

2026

2025

Revenues:

Rental income, net

$ 26,963

$ 24,170

Lease termination fees

1,327

—

Total revenues

28,290

24,170

Operating expenses:

Depreciation and amortization

8,570

6,545

Real estate expenses

5,712

5,038

General and administrative

4,338

4,170

State tax expense (benefit)

(94 )

Total operating expenses

18,684

15,659

Other operating income

Gain on sale of real estate, net

3,876

1,110

Operating income

13,482

9,621

Other income and expenses:

Other income

213

Interest:

Expense

(6,958 )

(5,432 )

Amortization and write-off of deferred financing costs

(323 )

(233 )

Net income

6,240

4,169

Net income attributable to non-controlling interests

(3 )

(14 )

Net income attributable to One Liberty Properties, Inc.

$ 6,237

$ 4,155

Net income per share attributable to common stockholders - diluted

$ .28

$ .18

Funds from operations - Note 1

$ 10,926

$ 9,573

Funds from operations per common share - diluted - Note 2

$ .50

$ .44

Adjusted funds from operations - Note 1

$ 10,521

$ 10,510

Adjusted funds from operations per common share - diluted - Note 2

$ .48

Weighted average number of common shares outstanding:

Basic

21,054

20,820

Diluted

21,123

20,951

ONE LIBERTY PROPERTIES, INC. (NYSE: OLP)

(Amounts in Thousands, Except Per Share Data)

(Unaudited)

Three Months Ended

March 31,

Note 1:

2026

2025

NAREIT funds from operations is summarized in the following table:

GAAP net income attributable to One Liberty Properties, Inc.

$ 6,237

$ 4,155

Add: depreciation and amortization of properties

8,342

6,334

Add: amortization of deferred leasing costs

228

211

Deduct: gain on sale of real estate, net

(3,876 )

(1,110 )

Adjustments for non-controlling interests and our share of unconsolidated joint ventures

(5 )

(17 )

NAREIT funds from operations applicable to common stock

10,926

9,573

Add: amortization of restricted stock and RSU compensation

1,267

1,346

Add: amortization and write-off of deferred financing costs

323

233

Add: amortization of mortgage intangible assets

Add: amortization of lease incentives

Deduct: lease termination fees

(1,327 )

—

Deduct: straight-line rent accruals and amortization of lease intangibles

(708 )

(654 )

Deduct: other income and income on settlement of litigation

(18 )

(27 )

Adjustments for non-controlling interests and our share of unconsolidated joint ventures

—

(25 )

Adjusted funds from operations applicable to common stock

$ 10,521

$ 10,510

Note 2:

NAREIT funds from operations is summarized in the following table:

GAAP net income attributable to One Liberty Properties, Inc.

$ .28

$ .18

Add: depreciation and amortization of properties

.39

.30

Add: amortization of deferred leasing costs

.01

Deduct: gain on sale of real estate, net

(.18 )

(.05 )

Adjustments for non-controlling interests and our share of unconsolidated joint ventures

—

NAREIT funds from operations per share of common stock - diluted (a)

.50

.44

Add: amortization of restricted stock and RSU compensation

.06

Add: amortization and write-off of deferred financing costs

.01

Add: amortization of mortgage intangible assets

—

Add: amortization of lease incentives

—

Deduct: lease termination fees

(.06 )

—

Deduct: straight-line rent accruals and amortization of lease intangibles

(.03 )

Deduct: other income and income on settlement of litigation

—

Adjustments for non-controlling interests and our share of unconsolidated joint ventures

—

Adjusted funds from operations per share of common stock - diluted (a)

$ .48

(a) The

weighted average number of diluted common shares used to compute FFO and AFFO applicable to common stock includes unvested restricted

shares that are excluded from the computation of diluted EPS.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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