Form 8-K

8-K — Presidio Property Trust, Inc.

Accession: 0001493152-26-024043

Filed: 2026-05-18

Period: 2026-05-15

CIK: 0001080657

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

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GRAPHIC (ex99-1_002.jpg)

GRAPHIC (ex99-2_001.jpg)

GRAPHIC (ex99-2_002.jpg)

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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 15, 2026

Presidio

Property Trust, Inc.

(Exact

name of registrant as specified in its charter)

Maryland

001-34049

33-0841255

(State

or other jurisdiction

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 ☐

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

2.02

Results

of Operations and Financial Condition

Press

Release

May 15, 2026, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing its financial results for the

quarter ended March 31, 2026, and made the press release available on its website, www.PresidioPT.com. A copy of the press release is

attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The

Company also made available on its website a financial supplement containing financial data of the Company (“Supplemental Financial

Information”) for the quarter ended March 31, 2026, and such Supplemental Financial Information is attached hereto as Exhibit 99.2

and is incorporated by reference herein.

The

information in this Item 2.02 of this Current Report on Form 8-K, including the information contained in the exhibits, shall not be deemed

“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any registration statement or

other document filed 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

7.01

Regulation

FD Disclosure.

The

Supplemental Financial Information furnished by the Company and posted to its website as described above under Item 2.02 is hereby incorporated

by reference into this Item 7.01.

Item

9.01

Financial

Statements and Exhibits.

(d)

Exhibits

99.1

Press Release dated May 15, 2026

99.2

Supplemental Financial Information for the quarter ended March 31, 2026

104

Cover

Page Interactive Data File (embedded with the inline XBRL document)

SIGNATURES

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.

Date:

May 18, 2026

PRESIDIO

PROPERTY TRUST, INC.

By:

/s/

Ed Bentzen

Name:

Bentzen

Title:

Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Presidio

Property Trust, Inc. Announces Earnings for

the

Quarter Ended March 31, 2026

San

Diego, California, May 15, 2026 – Presidio Property Trust, Inc. (Nasdaq: SQFT, SQFTP, SQFTW) (the “Company”), an

internally managed, diversified real estate investment trust (“REIT”), today reported earnings for its quarter ended March

31, 2026.

“We

continue to seek suitable model home investment opportunities with builders in market areas we believe have upside potential. Those opportunities

in market areas with strong employment in technology, artificial intelligence (AI), and industrial automation are of particular interest,”

said Steve Hightower, President of the Model Home Division.

“Our

strategic evaluation of our commercial portfolio continues, as we focus on maximizing value through leasing and consider future sell/hold/buy

potential. As with 2025, our tenant retention through the First Quarter has been excellent” said Gary Katz, the Company’s

Chief Investment Officer.

The

Quarter Ended March 31, 2026, Financial Results

Net

loss attributable to the Company’s common stockholders for the three months ended March 31, 2026 was approximately $(129,632),

or $(0.10) per basic and diluted share, compared to a net income of approximately $1.7 million, or $1.31 per basic and diluted share

for the three months ended March 31, 2025. The change in net income attributable to the Company’s common stockholders was a result

of:

●

Total

revenues were approximately $3.8 million for the three months ended March 31, 2026, compared to approximately $4.1 million for the

same period in 2025. As of March 31, 2026, we had approximately $100.5 million in net real estate assets including 75 model homes,

compared to approximately $117.4 million in net real estate assets, including 84 model homes at March 31, 2025. The average number

of model homes held during the three months ended March 31, 2026 and 2025 was approximately 78 and 81, respectively. The change in

revenue is directly related to the decrease in commercial real estate rental income during the current period from the sale of Dakota

Center.

●

Rental

operating costs totaled approximately $1.5 million for the three months ended March 31, 2026, compared to approximately $1.6 million

for the same period in 2025. Rental operating costs as a percentage of total revenue was approximately 35% and 39% for the three

months ended March 31, 2026 and 2025, respectively.

●

G&A

expenses for the three months ended March 31, 2026 and 2025 totaled approximately $1.7 million and $1.7 million, respectively. G&A

expenses as a percentage of total revenue was 44.4% and 40.3% for the three months ended March 31, 2026 and 2025, respectively. G&A

expenses for the three months ended March 31, 2026 remained constant compared to the same period ending in 2025; however, the Company

is actively looking to reduce G&A expenses during the year. There has been a reduction of employee headcount during the first

quarter of 2026 with more expected this year. Starting in April 2026, the Chief Executive Officer has agreed to a voluntary 5% reduction

in his annual salary. Additionally, the Board of Directors have approved the reduction by one Director starting in June 2026, which

will provide additional G&A savings.

●

January 14, 2026, the Company sold one commercial property, Dakota Center, to a single buyer

for approximately $4.7 million, net of selling costs, and recognized a net gain on the disposition

of the assets and liabilities of approximately $3.4 million.

●

During

the three months ended March 31, 2026, we reviewed the carrying value of each of our real estate properties regularly to determine

if circumstances indicate an impairment in the carrying value of these investments exists. During the three months ended March 31,

2026 and 2025, we recognized non-cash impairment charges of approximately $524,373 and $26,943, respectively. Approximately $0.4

million of the impairment charge for the three months ended March 31, 2026 and 2025, was related to the Shea Center II.

●

Interest

expense, including amortization of deferred finance charges was approximately $2.1 million for the three months ended March 31, 2026,

compared to approximately $1.5 million for the same period in 2025. The weighted average interest rate on our outstanding debt was

6.29% and 5.83% as of March 31, 2026 and 2025, respectively. Mortgage notes payable totaled approximately $82.4 million and $94.4

million as of March 31, 2026 and 2025, respectively. While mortgage interest expenses increased over the three months ended March

31, 2026 and 2025, approximately $0.7 million of the interest expense attributed to the three months ended March 31, 2026 was related

to one-time charge for the default interest on the loan for Dakota Center. Management expects future interest expenses to continue

to decrease going forward for the year ended 2026. Additionally, during the three months ended March 31, 2026, we recorded defaulted

interest expense of approximately $0.1 million related to the Shea Center II loan.

FFO

(non-GAAP) totaled approximately ($2.1 million) and ($1.2 million) for the three months ended March 31, 2026 and 2025, respectively.

A reconciliation of FFO to net loss, the most directly comparable GAAP financial measure, is attached to this press release. However,

because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result

from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from

operations, the utility of FFO as a measure of the Company’s performance is limited.

believe Core FFO (non-GAAP) provides a useful metric in comparing operations between reporting periods and in assessing the sustainability

of our ongoing operating performance. Core FFO decreased by about $0.9 million, from approximately ($1.0 million) for the three months

ended March 31, 2025, to approximately ($1.9 million) for the three months ended March 31, 2026. A reconciliation of Core FFO to net

income, the most directly comparable GAAP financial measure, is attached to this press release.

Acquisitions

during the three months ended March 31, 2026:

●

The

Company acquired no model homes or commercial properties.

Dispositions

during the three months ended March 31, 2026:

●

January 14, 2026, the Company sold one commercial property, Dakota Center, to a single buyer for approximately $4.7 million, net

of selling costs, and recognized a net gain on the disposition of the assets and liabilities of approximately $3.4 million.

●

The

Company sold 5 model homes for approximately $2.3 million, net of sales costs, and recognized a gain of approximately $0.2 million.

Segment

Income during the three months ended March 31, 2026:

The

following tables compare the Company’s segment activity and NOI and adjusted NOI for Model Home income to its results of operations

and financial position as of and for the three months ended March 31, 2026. The line items listed in the below NOI tables include the

significant expense considered by the CODM for cash allocations on future investments. The Other Non-Segment & Consolidating Items

represent corporate activity, the investment in Conduit Pharmaceutical, and other eliminating items for consolidation. The information

for Corporate and Other are presented to reconcile back to the consolidated statement of operations, but is not considered a reportable

segment. This includes the loss on Conduit marketable securities.

The

following tables compare the Company’s segment activity to its results of operations and financial position as of and for the three

months ended March 31, 2026:

For

the Three Months Ended March 31, 2026

Retail

Office/Industrial

Model

Homes

Corporate

and Other

Total

Rental

revenue

$ 93,574

$ 2,234,494

$ 919,890

$ —

$ 3,247,958

Recovery

revenue

436,086

—

436,086

Other

operating revenue

82,800

5,534

422

88,756

Total

revenues

93,574

2,753,380

925,424

422

3,772,800

Rental

operating costs

4,832

1,630,837

48,877

(140,105 )

1,544,441

Net

Operating Income (NOI)

88,742

1,122,543

876,547

140,527

2,228,359

Gain

on Sale - Model Homes

—

172,096

—

172,096

Impairment

of Model Homes

—

(75,639 )

—

(75,639 )

Adjusted

NOI

$ 88,742

$ 1,122,543

$ 973,004

$ 140,527

$ 2,324,816

The

CODM reviews on a regular basis the GAAP performance of each segment, including the significant segment expenses reported for GAAP shown

in the table below. Our significant segment expenses include consolidated expense categories presented in our consolidated statements

of operations, as well as rental operating costs. This information is provided to the CODM and factors into the CODM’s decision

making for company-wide strategy. The following tables compare the Company’s segment activity to its results of GAAP operations

and financial position as of and for the three months ended March 31, 2026. The information for Corporate and Other are presented to

reconcile back to the consolidated statement of operations, but is not considered a reportable segment as noted above.

For

the Three Months Ended March 31, 2026

Retail

Office/Industrial

Model

Homes

Corporate

and Other

Total

Revenues:

Rental

income

$ 93,574

$ 2,670,580

$ 919,890

$ —

$ 3,684,044

Fees

and other income

82,800

5,534

422

88,756

Total

revenue

93,574

2,753,380

925,424

422

3,772,800

Costs

and expenses:

Rental

operating costs

4,832

1,630,837

48,877

(140,105 )

1,544,441

General

and administrative

—

17,499

226,882

1,429,442

1,673,823

Depreciation

and amortization

22,928

784,276

191,292

473

998,969

Impairment

of goodwill and real estate assets

—

448,734

75,639

—

524,373

Total

costs and expenses

27,760

2,881,346

542,690

1,289,810

4,741,606

Other

income (expense):

Interest

expense - mortgage notes

(43,117 )

(1,543,083 )

(462,558 )

(1,316 )

(2,050,074 )

Interest

and other income, net

—

5,140

5,149

Net

loss in Conduit Pharmaceuticals marketable securities (see footnote 9)

—

1,985

Gain

on sales of real estate, net

—

172,096

—

172,096

Gain

on disposition of assets and liabilities, net

—

3,416,501

—

3,416,501

Income

tax (expense) benefit

—

(15,657 )

(2,400 )

(18,057 )

Total

other income (expense), net

(43,117 )

1,873,418

(306,110 )

3,409

1,527,600

Net

income (loss)

22,697

1,745,452

76,624

(1,285,979 )

558,794

Less:

Income attributable to noncontrolling interests

—

2,053

(119,938 )

—

(117,885 )

Net

income (loss) attributable to Presidio Property Trust, Inc. stockholders

$ 22,697

$ 1,747,505

$ (43,314 )

$ (1,285,979 )

$ 440,909

Subsequent

Real Estate Activity:

of April 24, 2026, the Company amended its agreement with Origin Bank (the lender) through its partnership with Dubose Model Homes #207

LP. The terms of the new amendment decrease the floor interest rate by 1.5 percentage points from its original value while requiring

that the Company and DMH#207 LP maintain liquid assets of $200,000 on a quarterly basis, starting March 31, 2026.

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.

Definitions

Non-GAAP

Financial Measures

Funds

from Operations (“FFO”) – The Company evaluates performance based on Funds From Operations, which we refer to as

FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity

holders. The Company defines FFO as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of

property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs

that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles

and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses

from, and, to include the proportionate share of FFO from, non-consolidated REITs.

However,

because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result

from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from

operations, the utility of FFO as a measure of the Company’s performance is limited. In addition, other REITs may not calculate

FFO in accordance with the NAREIT definition as the Company does, and, accordingly, the Company’s FFO may not be comparable to

other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of the Company’s

performance.

Core

Funds from Operations (“Core FFO”) – We calculate Core FFO by using FFO as defined by NAREIT and adjusting for

certain other non-core items. We exclude from our Core FFO calculation acquisition costs, loss on early extinguishment of debt, changes

in the fair value of the earn-out, changes in fair value of contingent consideration, non-cash warrant dividends, other non-recuring

expenses, and the amortization of stock-based compensation.

believe Core FFO provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our

ongoing operating performance. Other equity REITs may calculate Core FFO differently or not at all, and, accordingly, the Company’s

Core FFO may not be comparable to such other REITs’ Core FFO.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation

Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as

amended, and other federal securities laws. Forward-looking statements are statements that are not historical, including statements regarding

management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified

by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,”

“may,” “will,” “should” and “could.” Because such statements include risks, uncertainties

and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. These forward-looking

statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur. 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, of new information, data or methods, future events or other changes. Investors should not place undue reliance

upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors”

section of the Company’s documents filed with the SEC, copies of which are available on the SEC’s website, www.sec.gov.

Investor

Relations Contact:

Presidio

Property Trust, Inc.

Lowell

Hartkorn, Investor Relations

LHartkorn@presidiopt.com

Telephone:

(760) 471-8536 x1244

Presidio

Property Trust, Inc. and Subsidiaries

Consolidated

Balance Sheets

March

31,

December

31,

2026

2025

(unaudited)

ASSETS

Real

estate assets and lease intangibles:

Land

$ 13,789,653

$ 16,390,250

Buildings

and improvements

82,684,544

101,878,107

Tenant

improvements

11,435,230

17,645,103

Lease

intangibles

1,400,602

3,467,798

Real

estate assets and lease intangibles held for investment, cost

109,310,029

139,381,258

Accumulated

depreciation and amortization

(26,266,550 )

(37,536,809 )

Real

estate assets and lease intangibles held for investment, net

83,043,479

101,844,449

Real

estate assets held for sale, net

17,451,127

6,805,255

Real

estate assets, net

100,494,606

108,649,704

Other

assets:

Cash,

cash equivalents and restricted cash

5,171,903

7,422,359

Deferred

leasing costs, net

1,230,452

1,340,853

Goodwill

1,317,000

Investment

in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9)

5,885

3,900

Deferred

tax asset

223,388

Other

assets, net (see Note 6)

2,803,541

3,095,670

Total

other assets

10,752,169

13,403,170

TOTAL

ASSETS (1)

$ 111,246,775

$ 122,052,874

LIABILITIES

AND EQUITY

Liabilities:

Mortgage

notes payable, net

$ 64,160,535

$ 81,936,586

Mortgage

notes payable related to real estate assets held for sale, net

17,473,032

10,137,781

Mortgage

notes payable, total net

81,633,567

92,074,367

Accounts

payable and accrued liabilities

3,044,512

3,302,187

Accrued

real estate taxes

1,378,644

1,785,029

Dividends

payable

—

190,220

Lease

liability, net

33,756

40,108

Below-market

leases, net

2,073

3,316

Total

liabilities

86,092,552

97,395,227

Commitments

and contingencies (see Note 10)

Equity:

Series D Preferred

Stock, $0.01 par value per share; 1,000,000 shares authorized; 973,736 shares issued and outstanding (liquidation preference $25.00

per share) as of March 31, 2026 and 973,736 shares issued and outstanding as of December 31, 2025

9,737

Series A Common Stock,

$0.01 par value per share, shares authorized: 100,000,000; 1,314,159 shares and 1,314,159 shares were issued and outstanding as of

March 31, 2026 and December 31, 2025, respectively

13,142

Additional

paid-in capital

186,954,022

186,762,388

Dividends

and accumulated losses

(169,504,393 )

(169,945,302 )

Total

stockholders’ equity before noncontrolling interest

17,472,508

16,839,965

Noncontrolling

interest

7,681,715

7,817,682

Total

equity

25,154,223

24,657,647

TOTAL

LIABILITIES AND EQUITY

$ 111,246,775

$ 122,052,874

Presidio

Property Trust, Inc. and Subsidiaries

Consolidated

Statements of Operations

For

the Three Months Ended March 31,

2026

2025

Revenues:

Rental

income

$ 3,684,044

$ 4,032,429

Fees

and other income

88,756

92,755

Total

revenue

3,772,800

4,125,184

Costs

and expenses:

Rental

operating costs

1,544,441

1,612,642

General

and administrative

1,673,823

1,661,978

Depreciation

and amortization

998,969

1,244,104

Impairment

of goodwill and real estate assets

524,373

26,943

Total

costs and expenses

4,741,606

4,545,667

Other

income (expense):

Interest

expense - mortgage notes

(2,050,074 )

(1,510,470 )

Net

gain (loss) in Conduit Pharmaceuticals marketable securities (see Note 9)

1,985

(176,658 )

Interest

and other income, net

5,149

Gain

on sales of real estate, net

172,096

4,453,968

Gain

on disposition of assets and liabilities, net

3,416,501

—

Income

tax (expense) benefit

(18,057 )

25,409

Total

other income (expense), net

1,527,600

2,797,398

Net

income

558,794

2,376,915

Less:

Income attributable to noncontrolling interests

(117,885 )

(111,563 )

Net

income attributable to Presidio Property Trust, Inc. stockholders

$ 440,909

$ 2,265,352

Less:

Series D Preferred Stock declared dividends

—

(579,575 )

Less:

Series D Preferred Stock undeclared dividends in arrears

(570,541 )

—

Net

(loss) income attributable to Presidio Property Trust, Inc. common stockholders

$ (129,632 )

$ 1,685,777

Net

(loss) income per share attributable to Presidio Property Trust, Inc. common stockholders:

Basic

& Diluted

$ (0.10 )

$ 1.31

Weighted

average number of common shares outstanding - basic & dilutive

1,314,159

1,283,432

FFO

AND CORE FFO RECONCILIATION

For

the Three Months Ended March 31,

2026

2025

Net

(loss) income attributable to Presidio Property Trust, Inc. common stockholders

$ (129,632 )

$ 1,685,777

Adjustments:

Income

attributable to noncontrolling interests

117,885

111,563

Depreciation

and amortization

998,969

1,244,104

Amortization

of above and below market leases, net

(1,244 )

(1,022 )

Impairment

of real estate assets

524,373

26,943

Loss

on marketable securities

(1,985 )

176,658

Net

gain on sale of real estate assets

(172,096 )

(4,453,968 )

Gain

on extinguishment of debt

(3,416,501 )

—

FFO

$ (2,080,231 )

$ (1,209,945 )

Stock

Based Compensation

191,633

229,502

Core

FFO

$ (1,888,598 )

$ (980,443 )

Weighted

average number of common shares outstanding - basic and diluted

1,314,159

1,283,432

Core

FFO / Wgt Avg Share

$ (1.44 )

$ (0.76 )

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit

99.2

SUPPLEMENTAL

FINANCIAL INFORMATION

of March 31, 2026

FORWARD-LOOKING

STATEMENTS

This

presentation contains “forward-looking statements” within the meaning of the federal securities laws that involve risks and

uncertainties, many of which are beyond our control. Our actual results could differ materially and adversely from those anticipated

in such forward-looking statements as a result of certain factors, including those set forth in the Quarterly Report on Form 10-Q. Forward-looking

statements relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations,

margins, profitability, capital expenditures, financial condition, liquidity, capital resources, cash flows, dividends, results of operations

and other financial and operating information. When used in this presentation, the words “will,” “may,” “believe,”

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

“plan,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements

contain such identifying words.

The

forward-looking statements contained in this presentation are based on historical performance and management’s current plans, estimates

and expectations in light of information currently available to it and are subject to uncertainty and changes in circumstances. There

can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially

from these expectations due to the factors, risks and uncertainties described in the Annual Report on Form 10-K, as filed March 27, 2026

(“Annual Report”) and the Company’s Quarterly Report on Form 10-Q filed with the SEC on the date hereof (“Quarterly

Report”), changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors

described in the “Risk Factors” section of the Annual Report and the Quarterly Report, many of which are beyond our control.

Should one or more of these risks or uncertainties materialize or should any of our assumptions prove to be incorrect, our actual results

may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should

not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this presentation speaks

only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time,

and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether

as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

COMPANY

OVERVIEW

●

Presidio

Property Trust, Inc. (“Presidio” or the “Company”) was founded in 1999 as NetREIT

●

Presidio

is an internally managed real estate company focused on commercial real estate opportunities in often overlooked and regionally dominant

markets

●

The

Company acquires, owns, and manages office and industrial real estate assets in markets with strong demographic and economic drivers

with attractive going-in cap rates Portfolio Summary (Number / Square Footage)

●

Presidio’s

commercial portfolio currently includes 9 commercial properties with a book value of approximately $66.2 million

●

addition to its commercial real estate holdings, Presidio generates fees and rental income from affiliated entities, which manage

and/or own a portfolio of model homes (1)

Corporate

Information

Headquarters

San

Diego, CA

Founded

1999

Key

Geographies

CA,

CO, MD, ND & TX

Employees

Portfolio

Summary (Number / Square Footage)

Office

properties / 649,120 sqft.

Retail

properties / 10,500 sqft.

Industrial

property / 150,099 sqft.

Model

Homes (1)

homes / 237,981 sqft

Portfolio

Value & Debt

Book

Value

$100.5

million (2)

Existing

Secured Debt

$82.4

million

(1)

The

Company holds partial ownership interests in several entities which own model home properties

(2)

Includes

book value of model homes

COMMERCIAL

PORTFOLIO

Date

Real

estate assets and lease intangibles, net

Property

Name

Acquired

Location

March

31, 2026

December

31, 2025

Genesis

Plaza (1)

August

2010

San

Diego, CA

$ 7,154,860

$ 7,274,600

Dakota

Center (2)

May

2011

Fargo,

—

4,861,267

Grand

Pacific Center

March

2014

Bismarck,

7,991,440

8,082,202

Arapahoe

Center

December

2014

Centennial,

8,752,279

8,874,198

West

Fargo Industrial

August

2015

Fargo,

6,355,397

6,404,774

300

N.P.

August

2015

Fargo,

1,925,488

1,949,040

One

Park Center

August

2015

Westminster,

5,637,002

5,740,065

Shea

Center II (3)

December

2015

Highlands

Ranch, CO

15,978,009

16,249,498

Mandolin

(4)

August

2021

Houston,

4,485,923

4,508,851

Baltimore

December

2021

Baltimore,

7,960,570

8,016,747

Commercial

properties

66,240,968

71,961,242

Model

Home properties (5)

2019

- 2025

AZ,

TN, TX, AL

34,253,639

36,688,462

Total

real estate assets and lease intangibles, net

$ 100,494,606

$ 108,649,704

(1)

Genesis

Plaza is owned by two tenants-in-common, NetREIT Genesis and NetREIT Genessis II, each of which own 57% and 43%, respectively, and

we beneficially own an aggregate of 92.0%, based on our ownership of each entity. We have 100% ownership of NetREIT Genesis and 81.5%

ownership of NetREIT Genesis II, and we have control of both entities. During July 2024, the Company completed a minority ownership

conversion option as result of a death in a noncontrolling trust within NetREIT Genesis II. The Company issued the trust 86,232 shares

of SQFT Series A Common Stock in exchange for their 36.4% ownership in NetREIT Genesis II, as per the original exchange agreement.

(2)

The

non-recourse loan on the Dakota Center property matured on July 6, 2024. During December 2024, the lender agreed to the broker the

Company would use to sell the property to settle the non-recourse debt. During July 2025, the lender approved a purchase offer from

a third party for $5,125,000. On January 14, 2026, the Company completed the disposition of the Dakota Center property securing nonrecourse

mortgage debt that had been in default. The lender controlled and approved the disposition process and accepted the proceeds from

the sale in full satisfaction of the outstanding debt obligation. The Company recognized a gain on disposition of approximately $3.5

million, consisting primarily of the extinguishment of nonrecourse debt obligations and derecognition of the related net liabilities

associated with the property

(3)

During

January 2026, the Company received notice that the Company’s failure to repay in full by January 5, 2026 the indebtedness related

to the loan agreement governing Shea Center II had triggered a default event. On February 13, 2026, the Company received notification

that the Shea Center II property governed by the non-recourse loan agreement was moved into receivership and the lender has started

the foreclosure process. The foreclosure sale and public auction is scheduled for June 17, 2026. The lender holds approximately $2.4

million in restricted cash, some of which is being utilized by the receiver to operate the property. Additionally, during the three

months ended March 31, 2026 and 2025, Shea Center II was listed as held for sale, related to the foreclosure sale and impaired approximately

$0.4 million.

(4)

portion of the proceeds from the sale of Highland Court were used in like-kind exchange transactions pursued under Section 1031 of

the Code for the acquisition of our Mandolin property. Mandolin is owned by NetREIT Palm Self-Storage LP, through its wholly owned

subsidiary, NetREIT Highland LLC, and the Company is the sole general partner and owns 61.3% of NetREIT Palm Self-Storage LP.

(5)

Includes

Model Homes listed as held for sale as of March 31, 2026 and December

31, 2025. During the three months ended March 31, 2026, we recorded an impairment charge for model homes totaling $524,373, which

reflects the estimated sales prices for these specific model homes. The short hold period, less than two years, and the builder changing

their model style after we purchased the homes, contributed to the lower-than-expected sales price.

MODEL

HOMES PORTFOLIO

State

No.

of Properties

Aggregate

Square Feet

Approximate

% of Square Feet

Current

Base Annual Rent

Approximate

% of Aggregate Annual Rent

Alabama

23,835

10.7 %

$ 61,032

1.9 %

Arizona

3,474

1.5 %

41,508

1.2 %

Tennessee

5,534

2.5 %

2,271,504

69.3 %

Texas

190,417

85.4 %

903,900

27.6 %

Total

223,260

100.0 %

$ 3,277,944

100.0 %

CONSOLIDATED

BALANCE SHEET

Presidio

Property Trust, Inc. and Subsidiaries

Consolidated

Balance Sheets

March

31,

December

31,

2026

2025

(unaudited)

ASSETS

Real

estate assets and lease intangibles:

Land

$ 13,789,653

$ 16,390,250

Buildings

and improvements

82,684,544

101,878,107

Tenant

improvements

11,435,230

17,645,103

Lease

intangibles

1,400,602

3,467,798

Real

estate assets and lease intangibles held for investment, cost

109,310,029

139,381,258

Accumulated

depreciation and amortization

(26,266,550 )

(37,536,809 )

Real

estate assets and lease intangibles held for investment, net

83,043,479

101,844,449

Real

estate assets held for sale, net

17,451,127

6,805,255

Real

estate assets, net

100,494,606

108,649,704

Other

assets:

Cash,

cash equivalents and restricted cash

5,171,903

7,422,359

Deferred

leasing costs, net

1,230,452

1,340,853

Goodwill

1,317,000

Investment

in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9)

5,885

3,900

Deferred

tax asset

223,388

Other

assets, net (see Note 6)

2,803,541

3,095,670

Total

other assets

10,752,169

13,403,170

TOTAL

ASSETS (1)

$ 111,246,775

$ 122,052,874

LIABILITIES

AND EQUITY

Liabilities:

Mortgage

notes payable, net

$ 64,160,535

$ 81,936,586

Mortgage

notes payable related to real estate assets held for sale, net

17,473,032

10,137,781

Mortgage

notes payable, total net

81,633,567

92,074,367

Accounts

payable and accrued liabilities

3,044,512

3,302,187

Accrued

real estate taxes

1,378,644

1,785,029

Dividends

payable

—

190,220

Lease

liability, net

33,756

40,108

Below-market

leases, net

2,073

3,316

Total

liabilities

86,092,552

97,395,227

Commitments

and contingencies (see Note 10)

Equity:

Series

D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 973,736 shares issued and outstanding (liquidation preference

$25.00 per share) as of March 31, 2026 and 973,736 shares issued and outstanding as of December 31, 2025

9,737

Series

A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 1,314,159 shares and 1,314,159 shares were issued and

outstanding as of March 31, 2026 and December 31, 2025, respectively

13,142

Additional

paid-in capital

186,954,022

186,762,388

Dividends

and accumulated losses

(169,504,393 )

(169,945,302 )

Total

stockholders’ equity before noncontrolling interest

17,472,508

16,839,965

Noncontrolling

interest

7,681,715

7,817,682

Total

equity

25,154,223

24,657,647

TOTAL

LIABILITIES AND EQUITY

$ 111,246,775

$ 122,052,874

CONSOLIDATED

STATEMENT OF OPERATIONS

Presidio

Property Trust, Inc. and Subsidiaries

Consolidated

Statements of Operations

For

the Three Months Ended March 31,

2026

2025

Revenues:

Rental

income

$ 3,684,044

$ 4,032,429

Fees

and other income

88,756

92,755

Total

revenue

3,772,800

4,125,184

Costs

and expenses:

Rental

operating costs

1,544,441

1,612,642

General

and administrative

1,673,823

1,661,978

Depreciation

and amortization

998,969

1,244,104

Impairment

of goodwill and real estate assets

524,373

26,943

Total

costs and expenses

4,741,606

4,545,667

Other

income (expense):

Interest

expense - mortgage notes

(2,050,074 )

(1,510,470 )

Net

gain (loss) in Conduit Pharmaceuticals marketable securities (see Note 9)

1,985

(176,658 )

Interest

and other income, net

5,149

Gain

on sales of real estate, net

172,096

4,453,968

Gain

on disposition of assets and liabilities, net

3,416,501

—

Income

tax (expense) benefit

(18,057 )

25,409

Total

other income (expense), net

1,527,600

2,797,398

Net

income

558,794

2,376,915

Less:

Income attributable to noncontrolling interests

(117,885 )

(111,563 )

Net

income attributable to Presidio Property Trust, Inc. stockholders

$ 440,909

$ 2,265,352

Less:

Series D Preferred Stock declared dividends

—

(579,575 )

Less:

Series D Preferred Stock undeclared dividends in arrears

(570,541 )

—

Net

(loss) income attributable to Presidio Property Trust, Inc. common stockholders

$ (129,632 )

$ 1,685,777

Net

(loss) income per share attributable to Presidio Property Trust, Inc. common stockholders:

Basic

& Diluted

$ (0.10 )

$ 1.31

Weighted

average number of common shares outstanding - basic & dilutive

1,314,159

1,283,432

CONSOLIDATED

STATEMENT OF CASH FLOWS

Presidio

Property Trust, Inc. and Subsidiaries

Consolidated

Statements of Cash Flows

For

the Three Months Ended March 31,

2026

2025

Cash

flows from operating activities:

Net

income

$ 558,794

$ 2,376,915

Adjustments

to reconcile net income to net cash used in operating activities:

Depreciation

and amortization

998,969

1,244,104

Stock

compensation

191,634

229,502

Bad

debt expense

73,000

—

Gain

on sale of real estate assets, net

(172,096 )

(4,453,968 )

Gain

on disposition of assets and liabilities, net

(3,416,501 )

—

Net

(gain) loss in Conduit Pharmaceuticals fair value marketable securities

(1,985 )

176,658

Impairment

of goodwill and real estate assets

524,373

26,943

Amortization

of financing costs

53,987

68,923

Amortization

of below-market leases

(1,243 )

(1,022 )

Straight-line

rent adjustment

2,479

(84,822 )

Changes

in operating assets and liabilities:

Other

assets

88,369

567,686

Accounts

payable and accrued liabilities

656,426

532,895

Deferred

leasing costs

(72,834 )

99,752

Accrued

real estate taxes

(440,575 )

(902,471 )

Net

cash used in operating activities

(957,203 )

(118,905 )

Cash

flows from investing activities:

Real

estate acquisitions

—

(4,270,192 )

Additions

to buildings and tenant improvements

(165,817 )

(568,555 )

Proceeds

from sales of real estate, net

7,052,033

18,391,811

Net

cash provided by investing activities

6,886,216

13,553,064

Cash

flows from financing activities:

Proceeds

from mortgage notes payable, net of issuance costs

—

2,979,052

Payment

of debt issuance costs

—

(61,914 )

Repayment

of mortgage notes payable

(7,721,564 )

(11,379,734 )

Payment

of deferred offering costs

(13,833 )

(60,000 )

Distributions

to noncontrolling interests

(253,852 )

(216,659 )

Repurchase

of Series D Preferred Stock, at cost

—

(194,972 )

Dividends

paid to Series D Preferred Stockholders

(190,220 )

(579,575 )

Net

cash used in financing activities

(8,179,469 )

(9,513,802 )

Net

(decrease) increase in cash equivalents and restricted cash

(2,250,456 )

3,920,357

Cash,

cash equivalents and restricted cash - beginning of period

7,422,359

8,036,496

Cash,

cash equivalents and restricted cash - end of period

$ 5,171,903

$ 11,956,853

Supplemental

disclosure of cash flow information:

Interest

paid-mortgage notes payable

$ 2,108,796

$ 1,335,280

Income

taxes paid

$ 78,848

$ 46,511

Non-cash

investing activities:

Paid

building and tenant improvements from prior year

$ (361,261 )

$ (207,847 )

Paid

deferred offering costs from prior year

$ 6,589

$ —

Non-cash

financing activities:

Unpaid

deferred offering costs

$ 820

$ —

Unpaid

building and tenant improvements

$ 262,251

$ —

Dividends

payable - Series D Preferred Stock

$ —

$ 192,232

EBITDAre

RECONCILIATION

For

the Three Months

Ended

March 31,

2026

2025

Net

(loss) income attributable to Presidio Property Trust, Inc. common stockholders

$ (129,632 )

$ 1,685,777

Adjustments

Interest

Expense

2,050,074

1,510,470

Depreciation

and Amortization

997,725

1,243,082

Asset

Impairment

524,373

26,943

Net

gain on sale of real estate

(172,096 )

(4,453,968 )

Gain

on extinguishment of debt

(3,416,501 )

—

Net

loss on marketable securities

(1,985 )

176,658

Income

Taxes

18,057

(25,409 )

EBITDAre

$ (129,985 )

$ 163,553

FFO

AND CORE FFO RECONCILIATION

For the Three Months

Ended March 31,

2026

2025

Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders

$ (129,632 )

$ 1,685,777

Adjustments:

Income attributable to noncontrolling interests

117,885

111,563

Depreciation and amortization

998,969

1,244,104

Amortization of above and below market leases, net

(1,244 )

(1,022 )

Impairment of real estate assets

524,373

26,943

Loss on marketable securities

(1,985 )

176,658

Net gain on sale of real estate assets

(172,096 )

(4,453,968 )

Gain on extinguishment of debt

(3,416,501 )

—

FFO

$ (2,080,231 )

$ (1,209,945 )

Stock Based Compensation

191,633

229,502

Core FFO

$ (1,888,598 )

$ (980,443 )

Weighted average number of common shares outstanding - basic and diluted

1,314,159

1,283,432

Core FFO / Wgt Avg Share

$ (1.44 )

$ (0.76 )

SEGMENT

DATA

The

following tables compare the Company’s segment activity and NOI and adjusted NOI for Model Home income to its results of operations

and financial position and the Company’s segment activity and to its results of GAAP operations and financial position for the

year ended March 31, 2026. The information for Corporate and Other are presented to reconcile back to the consolidated statement of

operations, but is not considered a reportable segment.

For the Three Months Ended March 31, 2026

Retail

Office/Industrial

Model Homes

Corporate and Other

Total

Rental revenue

$ 93,574

$ 2,234,494

$ 919,890

$ —

$ 3,247,958

Recovery revenue

436,086

—

436,086

Other operating revenue

82,800

5,534

422

88,756

Total revenues

93,574

2,753,380

925,424

422

3,772,800

Rental operating costs

4,832

1,630,837

48,877

(140,105 )

1,544,441

Net Operating Income (NOI)

88,742

1,122,543

876,547

140,527

2,228,359

Gain on Sale - Model Homes

—

172,096

—

172,096

Impairment of Model Homes

—

(75,639 )

—

(75,639 )

Adjusted NOI

$ 88,742

$ 1,122,543

$ 973,004

$ 140,527

$ 2,324,816

For the Three Months Ended March 31, 2026

Retail

Office/Industrial

Model Homes

Corporate and Other

Total

Revenues:

Rental income

$ 93,574

$ 2,670,580

$ 919,890

$ —

$ 3,684,044

Fees and other income

82,800

5,534

422

88,756

Total revenue

93,574

2,753,380

925,424

422

3,772,800

Costs and expenses:

Rental operating costs

4,832

1,630,837

48,877

(140,105 )

1,544,441

General and administrative

—

17,499

226,882

1,429,442

1,673,823

Depreciation and amortization

22,928

784,276

191,292

473

998,969

Impairment of goodwill and real estate assets

—

448,734

75,639

—

524,373

Total costs and expenses

27,760

2,881,346

542,690

1,289,810

4,741,606

Other income (expense):

Interest expense - mortgage notes

(43,117 )

(1,543,083 )

(462,558 )

(1,316 )

(2,050,074 )

Interest and other income, net

—

5,140

5,149

Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9)

—

1,985

Gain on sales of real estate, net

—

172,096

—

172,096

Gain on disposition of assets and liabilities, net

—

3,416,501

—

3,416,501

Income tax (expense) benefit

—

(15,657 )

(2,400 )

(18,057 )

Total other income (expense), net

(43,117 )

1,873,418

(306,110 )

3,409

1,527,600

Net income (loss)

22,697

1,745,452

76,624

(1,285,979 )

558,794

Less: Income attributable to noncontrolling interests

—

2,053

(119,938 )

—

(117,885 )

Net income (loss) attributable to Presidio Property Trust, Inc. stockholders

$ 22,697

$ 1,747,505

$ (43,314 )

$ (1,285,979 )

$ 440,909

SEGMENT

DATA (continued)

March 31,

December 31,

Assets by Reportable Segment:

2026

2025

Office/Industrial Properties:

Land, buildings and improvements, net (1)

$ 61,748,416

$ 67,445,290

Total assets (2)

$ 69,016,593

$ 68,980,087

Model Home Properties:

Land, buildings and improvements, net (1)

$ 34,253,639

$ 36,688,462

Total assets (2)

$ 34,519,643

$ 37,301,777

Retail Properties:

Land, buildings and improvements, net (1)

$ 4,485,923

$ 4,508,851

Total assets (2)

$ 4,652,651

$ 4,669,852

Reconciliation to Total Assets:

Total assets for reportable segments

$ 108,188,887

$ 110,951,716

Corporate and other assets:

Cash, cash equivalents and restricted cash

116,685

173,621

Other assets, net

2,941,203

10,927,537

Total Assets

$ 111,246,775

$ 122,052,874

(1)

Includes

lease intangibles.

(2)

Includes

land, buildings and improvements, cash, cash equivalents, and restricted cash, current receivables, deferred rent receivables and

deferred leasing costs and other related intangible assets, all shown on a net basis.

DEFINITIONS

– NON-GAAP MEASUREMENTS

EBITDAre

- EBITDAre is defined by NAREIT as earnings before interest, taxes, depreciation, and amortization, gain or loss on disposal of depreciated

assets, and impairment write-offs.

Funds

from Operations (“FFO”) – The Company evaluates performance based on Funds From Operations, which

we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions

paid to equity holders. The Company defines FFO, a non-GAAP measure, as net income or loss (computed in accordance with GAAP), excluding

gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized

and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and

below market lease intangibles and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to

exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.

However,

because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result

from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from

operations, the utility of FFO as a measure of the Company’s performance is limited. In addition, other REITs may not calculate

FFO in accordance with the NAREIT definition as the Company does, and, accordingly, the Company’s FFO may not be comparable to

other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of the Company’s

performance.

Core

Funds from Operations (“Core FFO”) – We calculate Core FFO by using FFO as defined by NAREIT and

adjusting for certain other non-core items. We exclude from our Core FFO calculation acquisition costs, loss on early extinguishment

of debt, changes in the fair value of the earn-out, changes in fair value of contingent consideration, non-cash warrant dividends, other

non-recuring expenses, and the amortization of stock-based compensation.

believe Core FFO provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our

ongoing operating performance. Other equity REITs may calculate Core FFO differently or not at all, and, accordingly, the Company’s

Core FFO may not be comparable to such other REITs’ Core FFO.

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v3.26.1

Cover

May 15, 2026

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May 15, 2026

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001-34049

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Presidio

Property Trust, Inc.

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0001080657

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33-0841255

Entity Incorporation, State or Country Code

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4995

Murphy Canyon Road

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Suite 300

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San

Diego

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Series A Common Stock, $0.01 par value per share

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Series

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SQFT

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NASDAQ

9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share

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9.375%

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