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Form 8-K

sec.gov

8-K — Presidio Property Trust, Inc.

Accession: 0001493152-26-041173

Filed: 2026-09-02

Period: 2026-09-02

CIK: 0001080657

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Other Events

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): September 2, 2026

Presidio

Property Trust, Inc.

(Exact

name of registrant as specified in its charter)

Maryland

001-34049

33-0841255

(State

or other jurisdiction

of

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

4995

Murphy Canyon Road, Suite 300

San

Diego, California 92123

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (760) 471-8536

Not

Applicable

(Former

name or former address, if changed since last report)

Check

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

any of the following provisions:

Written communications

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

Soliciting material pursuant

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

Pre-commencement communications

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

Pre-commencement communications

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

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Series A Common Stock, $0.01 par value per share

SQFT

The Nasdaq Stock Market

LLC

9.375% Series D Cumulative Redeemable Perpetual Preferred

Stock, $0.01 par value per share

SQFTP

The Nasdaq Stock Market

LLC

Series A Common Stock Purchase Warrants to Purchase

Shares of Common Stock

SQFTW

The Nasdaq Stock Market

LLC

Indicate

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

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

Emerging

growth company ☐

If

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

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

Item

7.01 Regulation FD Disclosure.

On

September 2, 2026, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing the commencement by the

Company of the Exchange Offer (as defined herein), a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and

incorporated herein by reference.

The

information provided pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is “furnished” and

shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of such section, and shall not be incorporated by reference in any filing made

by the Company under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except to

the extent expressly set forth by specific reference in any such filings.

Item

8.01 Other Events.

On

September 2, 2026, the Company commenced an offer to exchange (the “Exchange Offer”) any and all outstanding

shares of its 9.375% Series D Cumulative Redeemable Perpetual Preferred Stock (the “Series D Preferred Stock”) for newly

issued shares of its Series A Common Stock (the “Common Stock”).

In

exchange for each share of Series D Preferred Stock validly tendered, not validly withdrawn and validly accepted prior to 11:59 p.m.,

New York City time, on October 2, 2026 (such time and date, as the same may be extended, the “Expiration Date”), participating

holders of Series D Preferred Stock will receive 5.5 shares of Common Stock.

The

Exchange Offer will expire on the Expiration Date, unless extended or earlier terminated by the Company.

Cautionary

Note Regarding Forward-Looking Statements

This

Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended

(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Words such as “expects,” “intends,” “believes,” “anticipates,” “plans,” “likely,”

“will,” “may,” “could,” “seeks,” “estimates” and variations of such words

and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain

such identifying words. Statements in this Form 8-K regarding the terms, timing and completion of the Exchange Offer are forward-looking

statements. These forward-looking statements are based on the Company’s present expectations, but actual outcomes or results may

differ materially from those expressed or implied by such statements. Except as required by law, the Company disclaims any obligation

to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,

data or methods, future events or other changes. Investors should not place undue reliance on forward-looking statements. For a further

discussion of the factors that could affect actual results, please refer to the risk factors included in the Company’s filings

with the SEC, including the final Prospectus filed on September 2, 2026, copies of which are available on the SEC’s website at

www.sec.gov.

No

Offer or Solicitation

This

Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation

of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall

be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional

Information about the Exchange Offer and Where to Find It

In

connection with the Exchange Offer, the Company filed a registration statement on Form S-4 with the SEC on August 7, 2026 (as amended

on August 21, 2026) that includes the Prospectus. The registration statement was declared effective by the SEC on September 2, 2026,

at 9:00 a.m. Eastern Time. The Company has filed the final Prospectus in connection with the Exchange Offer with the SEC on September

2, 2026. The Company also filed with the SEC a tender offer statement on Schedule TO (as supplemented or amended from time to time, the

“Schedule TO”) in connection with the Exchange Offer. The Company may file other relevant documents with the SEC regarding

the Exchange Offer. This Current Report on Form 8-K is not a substitute for the Prospectus, the registration statement, the Schedule

TO or any other document that the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT,

THE SCHEDULE TO, THE FINAL PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS

TO THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND

THE EXCHANGE OFFER. Investors and security holders may obtain free copies of the registration statement, the Schedule TO, the final Prospectus

and all other documents containing important information about the Company and the Exchange Offer, as and when such documents are filed

with the SEC, through the website maintained by the SEC at www.sec.gov, or by contacting the information agent for the

Exchange Offer, Broadridge Corporate Issuer Solutions, LLC, at shareholder@broadridge.com or 888-789-8409.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibit is being filed herewith:

Exhibit

No.

Description

99.1

Press Release, dated September 2, 2026.

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant

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

the undersigned hereunto duly authorized.

PRESIDIO PROPERTY TRUST, INC.

By:

/s/

Ed Bentzen

Name:

Ed Bentzen

Title:

Chief Financial Officer

Dated: September 2, 2026

EX-99.1

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Presidio

Property Trust Announces Commencement of Exchange Offer for All Outstanding Shares of its Series D Preferred Stock

San

Diego, CA – September 2, 2026 – (NASDAQ: SQFT; SQFTP; SQFTW) Presidio Property Trust, Inc. (“Presidio” or

the “Company”), an internally managed, diversified real estate investment trust, announced today that it has commenced an

exchange offer (the “Exchange Offer”) to exchange any and all outstanding shares of its 9.375% Series D Cumulative Redeemable

Perpetual Preferred Stock (the “Series D Preferred Stock”) for newly issued shares of its Series A Common Stock (the “Common

Stock”).

In

exchange for each share of Series D Preferred Stock validly tendered, not validly withdrawn and validly accepted prior to 11:59

p.m., New York City time, on October 2, 2026 (such time and date, as the same may be extended, the “Expiration Date”), participating

holders of Series D Preferred Stock will receive 5.5 shares of Common Stock. The Exchange Offer will expire on the Expiration Date, unless

extended or earlier terminated by the Company.

The

Company will not issue fractional shares of Common Stock in the Exchange Offer. If any fractional share of Common Stock would otherwise

be issuable to a participating holder upon the exchange of its shares of Series D Preferred Stock, the number of shares of Common Stock

to be issued to that participating holder will be rounded up to the nearest whole number. The Company does not intend to round up fractional

shares at the beneficial level and will instead round up any such fractional shares at the participant level.

Series

D Preferred holders should be aware that their broker, dealer, commercial bank, trust company or other nominee or custodian may establish

earlier deadlines for participation in or withdrawal from the Exchange Offer. Accordingly, each Series D Preferred holder wishing to

participate in the Exchange Offer should promptly contact the applicable broker, dealer, commercial bank, trust company or other nominee

or custodian as soon as possible to determine the deadline by which it must take action to participate in the Exchange Offer.

Broadridge

Corporate Issuer Solutions, LLC is acting as the information agent and the exchange agent in connection with the Exchange Offer.

The

complete terms and conditions of the Exchange Offer are set forth in the Prospectus (as it may be supplemented or amended from time to

time, the “Prospectus”) that has been filed with the U.S. Securities and Exchange Commission (the “SEC”). The

Company has also filed with the SEC a Schedule TO (as it may be supplemented or amended from time to time, the “Schedule TO”)

containing additional information about the Company and the Exchange Offer. You may obtain free copies of the Prospectus, the Schedule

TO, the registration statement and all other documents containing important information about Presidio and the Exchange Offer through

the SEC’s website at www.sec.gov or by contacting the information agent, Broadridge Corporate Issuer Solutions,

LLC, at shareholder@broadridge.com or 888-789-8409. You will not be charged for any of these documents that you request.

The

Exchange Offer will not be contingent upon any minimum number of shares of Series D Preferred Stock being tendered or any financing conditions.

The Exchange Offer will, however, be subject to other conditions. Certain of the Company’s directors and executive officers have

indicated to the Company that they intend to tender their shares of Series D Preferred Stock in the Exchange Offer. These individuals

will receive shares of Common Stock on the same terms (including the exchange ratio) as other tendering holders of Series D Preferred

Stock. Their participation should not be viewed as a recommendation that any holder participate in the Exchange Offer.

The

Company’s Board of Directors has authorized and approved the Exchange Offer. However, neither the Board of Directors nor any of

the Company’s officers or employees, the exchange agent or the information agent is making a recommendation to holders of Series

D Preferred Stock as to whether they should participate in the Exchange Offer. Each holder of Series D Preferred Stock must make its

own investment decision regarding the Exchange Offer based on its own assessment of the market value of the Series D Preferred Stock

it holds compared with the market value of the Common Stock it would receive in the Exchange Offer, its liquidity needs, its investment

objectives and any other factors it deems relevant.

The

Company’s Series D Preferred Stock and the Common Stock are listed on the Nasdaq Capital Market under the symbols “SQFTP”

and “SQFT,” respectively. As of September 2, 2026, a total of 973,736 shares of Series D Preferred Stock were outstanding.

About

Presidio Property Trust

Presidio

is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office,

industrial, and retail properties. Presidio’s model homes are leased to homebuilders located primarily in the Sun Belt states.

Presidio’s office, industrial, and retail properties

are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. For more information

on Presidio, please visit Presidio’s website at https://www.PresidioPT.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “expects,”

“intends,” “believes,” “anticipates,” “plans,” “likely,” “will,”

“may,” “could,” “seeks,” “estimates” and variations of such words and similar expressions

are intended to identify such forward-looking statements, although not all forward-looking statements contain such identifying words.

Statements in this press release regarding the terms, timing and completion of the Exchange Offer are forward-looking statements.

These

forward-looking statements are based on the Company’s present expectations, but actual outcomes or results may differ materially

from those expressed or implied by such statements. Except as required by law, the Company disclaims any obligation to publicly update

or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future

events or other changes. Investors should not place undue reliance on forward-looking statements. For a further discussion of the factors

that could affect actual results, please refer to the risk factors included in the Company’s filings with the SEC, including the

final Prospectus filed on September 2, 2026, copies of which are available on the SEC’s website at www.sec.gov.

No

Offer or Solicitation

This

communication does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation of any vote

or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except

by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional

Information about the Exchange Offer and Where to Find It

In

connection with the Exchange Offer, the Company filed a registration statement on Form S-4 with the SEC on August 7, 2026 (as amended

on August 21, 2026) that includes the Prospectus. The registration statement was declared effective by the SEC on September 2, 2026,

at 9:00 a.m. Eastern Time. The Company has filed the final Prospectus in connection with the Exchange Offer with the SEC on September

2, 2026. The Company also filed with the SEC a tender offer statement on Schedule TO (as supplemented or amended from time to time, the

“Schedule TO”) in connection with the Exchange Offer. The Company may file other relevant documents with the SEC regarding

the Exchange Offer. This press release is not a substitute for the Prospectus, the registration statement, the Schedule TO or any other

document that the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE

TO, THE FINAL PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO

THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE

EXCHANGE OFFER. Investors and security holders may obtain free copies of the registration statement, the Schedule TO, the final Prospectus

and all other documents containing important information about the Company and the Exchange Offer, as and when such documents are filed

with the SEC, through the website maintained by the SEC at www.sec.gov.

Investor

Relations Contact:

Presidio

Property Trust, Inc.

Lowell

Hartkorn, Investor Relations

LHartkorn@presidiopt.com

Telephone:

(760) 471-8536 x1244

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