Form 8-K

8-K — American Strategic Investment Co.

Accession: 0001104659-26-061824

Filed: 2026-05-15

Period: 2026-05-15

CIK: 0001595527

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2614671d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2614671d2_ex99-1.htm)

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2026-05-15

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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

American Strategic Investment Co.

(Exact Name of Registrant as Specified in Charter)

Maryland

001-39448

46-4380248

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

222

Bellevue Ave, Newport, Rhode

Island

02840

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 415-6500

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

Class A common stock, $0.01 par value per share

NYC

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 ¨

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.

Investor Presentation

On May 15, 2026, American

Strategic Investment Co. (the “Company”) prepared an investor presentation that officers and other representatives of the

Company intend to present at conferences and meetings. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current

Report on Form 8-K.

The

information contained in this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “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 that Section and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The statements in this

press release that are not historical facts may be forward-looking statements, including, without limitation, statements regarding the

Company’s ability to return to compliance with the New York Stock Exchange’s (“NYSE”) continued listing standards.

These forward-looking statements involve risks and uncertainties that could cause actual results or events to be materially different.

The words “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,”

“estimates,” “projects,” “plans,” “intends,” “should” and similar expressions

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

forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s

control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These

risks and uncertainties include (a) the anticipated benefits of the Company’s election to terminate its status as a real estate

investment trust, (b) whether the Company will be able to successfully acquire new assets or businesses, (c) the potential adverse effects

of the geopolitical instability due to the ongoing military conflicts between Russia and Ukraine, Israel and Hamas and the U.S. and Israel

against Iran, including related sanctions and other penalties imposed by the U.S. and European Union, and the related impact on the Company,

the Company’s tenants, and the global economy and financial markets, (d) inflationary conditions and higher interest rate environment,

(e) economic uncertainties about the ultimate impact of tariffs imposed by, or imposed on, the United States and its trading relationships,

(f) that any potential future acquisition or disposition is subject to market conditions and capital availability and may not be identified

or completed on favorable terms, or at all, and (g) that we may not be able to regain compliance with the NYSE’s continued listing

requirements and rules, and the NYSE may delist the Company’s common stock, which could negatively affect the Company, the price

of the Company’s common stock and shareholders’ ability to sell the Company’s common stock, as well as those risks and

uncertainties set forth in the Risk Factors section of the Company’s Annual Report on Form 10-K for the year ended December 31,

2025, filed on April 15, 2026 with the United States Securities and Exchange Commission (“SEC”) and all other filings with

the SEC after that date, including but not limited to the subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as

such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent report. Further,

forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise any forward-looking

statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results, unless required

to do so by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibit No

Description

99.1

Investor Presentation

104

Cover Page Interactive Data File (embedded within 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.

American Strategic Investment Co.

Date: May 15, 2026

By:

/s/ Michael LeSanto

Michael LeSanto

Chief Financial Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2614671d2_ex99-1.htm · Sequence: 2

Exhibit

99.1

AMERICAN STRATEGIC INVESTMENT CO.

First Quarter Investor Presentation

196 Orchard Street Retail Condominium - New York, NY_

First Quarter 2026 Highlights

1) See appendix for a full description of capitalized terms and Non-GAAP reconciliations.

2) Refer to slide 6 – Top 10 Tenant Investment Grade Profile. Based on Annualized Straight-line Rent and on ratings information as March 31, 2026. For our purposes, includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade ratings, which includes ratings of the tenant’s parent (regardless of whether the parent has

guaranteed the tenant’s obligation under the lease) or lease guarantor. See appendix for a full definition of Investment Grade. ASIC’s top 10 tenants are 43.6% actual Investment Grade (“IG”) rated and 25.4% implied Investment Grade.

3) Refer to slide 6 – Strategic Dispositions for additional information.

4) Refer to slide 8 – Capital Structure and Q1’26 Financial Results for further information regarding our capital structure and liquidity.

5) Based on Annualized Straight-Line Rent as of March 31, 2026.

6) Data as of March 31, 2026.

7) Calculated as total mortgage notes payable, gross of $251.0 million minus cash and cash equivalents of $1.3 million (excluding restricted cash) divided by the carrying value of total assets of $445.2 million plus accumulated depreciation and amortization of $80.6 million as of December 31, 2025.

Manhattan focused real estate portfolio anchored by core commercial tenants and an attractive top 10

tenant base that is 69% Investment Grade(1)(2)

✓ Portfolio Occupancy(1) of 76.4% with a weighted-average Remaining Lease Term(1) of 6.2 years

✓ Solid tenant base featuring government agencies and Investment Grade corporate tenants with core commercial business

✓ Well located core office properties in desirable sub-markets with close proximity to major transportation hubs

✓ Top 10 tenants that are 69%(2) Investment Grade rated and have a Remaining Lease Term of 6.7 years

✓ Well-balanced and long-term lease maturity schedule with over 60%(5) of leases expiring after 2030

✓ Continued the marketing process for the dispositions of 123 William St and 196 Orchard St

✓ Sales anticipated to generate significant proceeds and create excess cash reserves

✓ Ongoing leasing effort at 123 William St to grow occupancy and retain existing tenants

✓ Active expense management with focus on reducing recurring costs

✓ Advisor and affiliates own approximately 1.6 million(6) shares, demonstrating their commitment to the Company

✓ 100% fixed-debt capital structure with a weighted-average interest rate of 4.56%

✓ Net Leverage of 59.6%

✓ No debt maturities until 2027(7)

High Quality Manhattan Focused Portfolio

Active Portfolio Management(3)

Advisor-Shareholder Alignment(4) and Updated Debt Profile

First Quarter 2026 Portfolio Highlights

Metric ($ and SF in mm) Q1’26

Real Estate Investments, at Cost(1) $382.7

Number of Properties 5

Total Square Feet 0.7

Annualized Straight-line Rent $27.2

Occupancy 76.4%

Weighted-Average Remaining Lease Term(3) 6.2 Years

1) Not including acquired intangible assets.

2) Ratings information is as of March 31, 2026. Weighted based on Annualized Straight-Line Rent as of March 31, 2026. ASIC’s top 10 tenants are 43.6% actual Investment Grade rated and 25.4% implied Investment Grade. Refer to slide 6– Top 10 Tenant Investment Grade Profile and

Definitions in the appendix for additional information.

3) See appendix for a full description of capitalized terms and Non-GAAP reconciliations.

4) Based on Annualized Straight-Line Rent as of March 31, 2026.

Government /

Public

Administration

28%

Retail 15%

Non-profit 12%

Office Space 9%

Fitness 11%

Parking 7%

Financial Services 4%

Professional Services 4%

Education 3%

Other 8%

Real Estate portfolio features a diverse tenant mix across

five mixed-use office and retail condominium buildings that are primarily located in Manhattan

Top 10 Tenants’ Credit Ratings(2)

Tenant Industry Diversity(4) Lease Expiration Schedule(4)

Portfolio Metrics

69%

31%

Investment Grade

Not Rated

20%

4% 6% 4%

2026 2027 2028 2029 2030 Thereafter

60%

Real Estate Portfolio Highlights

Detailed Property Summary

Note: Data as of March 31, 2026.

1) Figures represent real estate assets at cost.

2) Based on Annualized Straight-Line Rent as March 31, 2026.

3) Not including acquired intangible assets.

Property

Real Estate

Assets(1)

($ mm)

Occupancy

Remaining

Lease Term(2)

(in years)

% of

Annualized

Straight-Line

Rent

% of

Portfolio

Square Feet

123 William Street $270.7 73.8% 4.2 65% 73%_

196 Orchard Street $66.6 100% 9.7 24% 8%_

400 E. 67th Street $22.8 44% 11.3 3% 8%_

200 Riverside Blvd. $7.9 100% 11.3 3% 8%_

8713 Fifth Avenue $15.4 100% 8.6 4% 2%_

Total Portfolio(3) $382.7 76% 6.2 100% 100%_

Note: Map shows four properties located in Manhattan.

Medical office building in Brooklyn not pictured.

Diversified portfolio across five mixed-use office and retail assets that are primarily located in

Manhattan with close proximity to major transportation hubs

Note: Portfolio data as of March 31, 2026, unless otherwise noted.

1) Weighted based on Annualized Straight-Line Rent as of March 31, 2026.

2) Based on Annualized Straight-line Rent and on ratings information as of March 31, 2026. Includes both actual investment grade ratings of the tenant or guarantor, if available, or implied investment grade ratings, which includes ratings of the tenant’s parent (regardless of whether the

parent has guaranteed the tenant’s obligation under the lease) or lease guarantor. See appendix for a full description of Investment Grade. ASIC’s top 10 tenants are 43.6% actual Investment Grade (“IG”) rated and 25.4% implied Investment Grade.

Top 10 Tenant Investment Grade Profile

Tenant Space

Type

Tenant

Industry

Credit

Rating(2)

Remaining Lease

Term

(in years)

% of

Portfolio

SLR

% of

Portfolio

Planned Parenthood Federation of America, Inc. Office Non-Profit A3* 5.3 12.3% 11.5%_

Equinox Retail Fitness Not Rated 12.7 10.6% 5.3%_

NYC Dept. of Youth & Community Development Office Government Aa2 11.8 8.1% 7.2%_

CVS Retail Retail Baa3 8.4 7.9% 1.8%_

USA General Services Administration Office Government Aa1 1.2 7.5% 8.5%_

NY State Dept. of Licensing Office Government Aa1 1.3 6.7% 8.0%_

Marshalls Retail Retail A2* 5.6 5.4% 3.6%_

Fundera, Inc. Office Financial Services Not Rated 3.3 3.9% 3.3%_

Universal Services of America Office Office Space Not Rated 0.0 3.8% 7.1%_

Lenox Hill Garage, LLC Retail Parking Not Rated 11.3 3.4% 4.6%_

*Implied Rating 69% IG Rated 6.6 69.7% 60.8%_

Credit Rating: A3*

Credit Rating: Baa3

Credit Rating: Aa1

Credit Rating: Aa2

Top 10 tenants(1) feature a balance of Investment Grade

corporate tenants with core commercial businesses and government agencies

Ongoing Efforts To Streamline Portfolio Holdings & Diversify In the Future

Strategic Dispositions

Highlights

✓ Continued the marketing process for the sale of 123 William Street and 196 Orchard Street

✓ Sales anticipated to generate significant proceeds and create excess cash reserves

✓ Proceeds expected to be deployed into higher-yielding investments beyond Manhattan real estate

✓ Long-term focus on further diversifying business

Street view of the lobby at 123 William Street Street view of 196 Orchard Street

Financial Highlights

Capital Structure and Q1’26 Financial Results

Note: We expect to fund our operating expenses and capital requirements over the next 12 months with cash on hand, cash generated from operations and other potential sources.

1) See Definitions in the appendix for a full description.

2) Calculated as total mortgage notes payable, gross of $251.0 million minus cash and cash equivalents of $2.5 million (excluding restricted cash) divided by the carrying value of total assets of $444.7 million plus accumulated depreciation and amortization of $82.9 million as of March 31,

2026.

3) See appendix for Non-GAAP reconciliations.

4) Not including acquired intangible assets.

Debt capital structure features limited near term debt maturities,

100% fixed-rate debt at a 4.5% weighted-average interest rate and Net Leverage(2) of 59.6%

Key Capitalization Metrics ($ and shares in mm) Q1’26

Fixed Debt % 100.0%

Weighted Averaged Effective Interest Rate 4.56%

Total Net Debt $248.5

Real estate assets(4) $382.7

Net Leverage(2)(3) 59.6%

Weighted Average Basic Shares Outstanding 2.6

100% fixed-rate Debt Maturity Schedule

$140.0

$60.0

$51.0

$40.0

$60.0

$80.0

$10 0.0

$12 0.0

$14 0.0

$16 0.0

$18 0.0

2026 2027 2028 2029

$0.0

Key Financial Results ($ mm) Q1’26

Revenue from Tenants $7.3

Net Income (Loss) ($7.8)

EBITDA(3) $1.0

Adjusted EBITDA(3) ($1.1)

Cash NOI(1)(3) $2.8

Capital Structure and Financial Highlights

✓ Entirely fixed-rate mortgage debt with a weighted-average

effective interest rate of 4.56%

✓ No debt maturities until 2027, and Net Leverage of 59.6%

No debt maturities until 2027

ASIC’s capital structure is composed of entirely fixed-rate mortgage debt, limiting

adverse effects from rising interest rates

No debt maturities in 2026

Favorable compared to prevailing interest rate markets

Represents modest leverage profile

Key Capitalization Metrics

Capital structure features limited near-term debt

maturities, 100% fixed-rate debt and Net Leverage of 59.6%(1)

Capital Structure Highlights

100%

Fixed-Rate

Conservative capital structure that features 100% fixed-rate debt, Net Leverage of 59.6(1), and a Weighted-Average Interest Rate of 4.56%

1.3 Year

Weighted-Average

Debt Maturity

4.5% Weighted-Average Interest

Rate

59.6%

Net Leverage

1) Calculated as total mortgage notes payable, gross of $251.0 million minus cash and cash equivalents of $2.5 million (excluding restricted cash) divided by the carrying value of total assets of $444.7 million plus accumulated depreciation and amortization of $82.9 million as of March 31,

2026.

Management and Board of Directors

Experienced Management Team

Christopher Chao

Senior Vice President of Asset Management

▪ Responsible for asset management and leasing activity

▪ Former Asset Management and Acquisitions Director for Paramount Group, Inc., a 9 million square foot New

York City office portfolio

Michael LeSanto

Chief Financial Officer

▪ Served as Chief Financial Officer since March 2024

▪ With a background in public accounting, Mr. LeSanto previously served as Chief Accounting Officer of ASIC

and held a number of senior accounting positions prior to joining the Company

Nicholas Schorsch, Jr.

Chief Executive Officer

▪ Served as Chief Executive Officer since March 2025

▪ Also serves as the Chief Operating Officer of AR Global Investments since 2015

▪ Previously served as President of G&P Acquisition Corp, Executive Vice President at American Realty Capital

Properties, and Executive Vice President of Realty Capital Securities

Board of Directors

Michael Weil | Director and Executive Chairman

▪ Founding partner of AR Global and former Chief Executive Officer of ASIC

▪ Currently serves as CEO and Chairman of Global Net Lease (NYSE:GNL)

▪ Mr. Weil previously served as Executive Vice President of AR Capital,

where he supervised the origination of investment opportunities for all AR

Capital-sponsored investment programs

Louis DiPalma | Independent Director and Audit Committee Chairman

▪ Independent director of the Company since December 2022

▪ Member of the Rhode Island State Senate and served in positions such as the

chair of the Senate Committee on Rules, Government Ethics and Oversight,

first vice chair of the Senate Committee on Finance and as a member of the

Senate Committee on Education

Nicholas Radesca | Independent Director

▪ Mr. Radesca has decades of public company experience as chief financial

officer of numerous companies, including serving as interim chief financial

officer of the Company and as chief financial officer of AR Global and related

companies

▪ Mr. Radesca brings to the Company a deep background in real estate, credit,

M&A and operating businesses,

Elizabeth Tuppeny | Lead Independent Director

▪ Chief Executive Officer and founder of Domus, Inc., since 1993

▪ 30 years of experience in the branding and advertising industries, with a

focus on Fortune 500 companies

▪ Ms. Tuppeny also founded EKT Development, LLC to pursue

entertainment projects in publishing, feature film and education video

games

Strong Corporate Governance

✓ Majority independent Board of Directors,

with additional oversight provided by

committees comprised solely of

independent directors

✓ As of Q3’25, CBIZ acts as the independent

auditor for ASIC

✓ ASIC is supported by robust financial

accounting and reporting teams, and

maintains financial reporting processes,

controls and procedures

✓ Advisor and its affiliates own

approximately 1.8 million(1) shares,

demonstrating their commitment to

Company

1) As of April 30, 2026

Appendix

Definitions

Adjusted EBITDA: We define Adjusted EBITDA as EBITDA, as defined below, further excluding (i) impairment charges, (ii) interest income and

other income or expense, (iii) gains or losses on debt extinguishment, (iv) equity-based compensation expense, (v) acquisition and transaction

costs, (vi) gain or loss on asset sales and (vii) and expenses paid with issuances of our common stock in lieu of cash.

Annualized Straight-Line Rent or “SLR”: Straight-line rent which is annualized and calculated using most recent available lease terms as of the

period end indicated.

EBITDA: We define EBITDA as net loss excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization expense.

Cash NOI: We define Cash NOI as net income (loss), the most directly comparable GAAP financial measure, less income from investment

securities and interest, plus general and administrative expenses, acquisition and transaction-related expenses, depreciation and amortization,

other non-cash expenses and interest expense. In calculating Cash NOI, we also eliminate the effects of straight-lining of rent and the

amortization of above- and below-market leases.

Investment Grade: As used herein, investment grade includes both actual investment grade ratings of the tenant or guarantor, if available, or

implied investment grade. Implied investment grade may include actual ratings of tenant parent, guarantor parent (regardless of whether the

parent has guaranteed the tenant’s obligation under the lease) or by using a proprietary Moody’s analytical tool, which generates an implied

rating by measuring a company’s probability of default. Ratings information is as of March 31, 2026. Top 10 tenants are 44% actual investment

grade rated, and 25% implied investment grade rated.

Net Leverage: Calculated as total mortgage notes payable, gross of $251.0 million minus cash and cash equivalents of $2.5 million (excluding

restricted cash) divided by the carrying value of total assets of $444.7 million plus accumulated depreciation and amortization of $82.9 million as

of March 31, 2026.

NOI: Defined as a non-GAAP financial measure used by us to evaluate the operating performance of our real estate. NOI is equal to total revenues,

excluding contingent purchase price consideration, less property operating and maintenance expense. NOI excludes all other items of expense

and income included in the financial statements in calculating net (loss).

Occupancy: Represents percentage of square footage of which the tenant has taken possession of divided by the respective total rentable square

feet as of the date or period end indicated.

Remaining Lease Term: Represents the outstanding tenant lease term. Weighted based on Annualized Straight-Line rent as of the date or period

end indicated.

Reconciliation of Non-GAAP Metrics: Cash NOI

For the Three Months Ended

(in thousands) March 31, 2026 March 31, 2025

Net Loss (in accordance with GAAP) $ (7,775) $ (8,592)

Depreciation & Amortization 2,520 3,591

Interest Expense 4,048 4,083

Interest Expense associated with property in receivership 2,254 -

EBITDA 1,047 (918)

Impairment of real estate investments - -

Gain on disposal of real estate investments (2,254) -

Equity-based compensation 91 92

Management fees paid in common stock to Advisor in lieu of cash (3) (6)

Other income (expense) - -

Adjusted EBITDA (1,119) (832)

Asset and property management fees to related parties payable in cash 1,552 1,868

General & Administrative 2,313 3,135

NOI 2,746 4,171

Accretion of below- and amortization of above-market lease liabilities and assets, net (18) (12)

Straight-line rent (revenue as a lessor) 138 102

Straight-line ground rent (expense as lessee) - (27)

Cash NOI $ 2,866 $ 4,234

Cash Net Operating Income (Cash NOI) Reconciliation Schedule

Legal Notices

Important Additional Information and Where to Find It

References in this presentation to the “Company,” “we,” “us” and “our” refer to American Strategic Investment Co. (“ASIC”) and its consolidated

subsidiaries.

This presentation contains estimates and information concerning the Company's industry that are based on industry publications and reports.

The Company has not independently verified the accuracy of the data contained in these industry publications and reports. Estimates and

information in this presentation involve a number of assumptions and limitations, and you are cautioned not to rely on or give undue weight to

this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to variety of factors, including those

described in the “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” sections the

Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on April 15, 2026 with the SEC, as such risks, uncertainties

and other important factors may be updated from time to time in the Company's subsequent reports. These and other factors could cause

results to differ materially from those expressed in these publications and reports.

Non-GAAP Financial Measures

We disclose certain non-GAAP financial measures we use to evaluate our performance, such as Cash Net Operating Income (“Cash NOI”). A

description of these non-GAAP measures and reconciliations to the most directly comparable GAAP measure, which is net income (loss), is

provided on slide 16. None of these non-GAAP financial measures should be considered as a substitute for net income or any other financial

measure presented in accordance with generally accepted accounting principles in the United States ("GAAP"). Because non-GAAP financial

measures are not standardized, such as Cash NOI, as defined by the Company, may not be comparable to similarly titled measures reported by

other companies. It therefore may not be possible to compare the Company's use of these non-GAAP financial measures with those used by

other companies. A reconciliation of all non-GAAP measures disclosed in this presentation to their nearest respective GAAP measures can be

found on slide 16 of this presentation.

Forward Looking Statements

This presentation does not constitute an offer to sell or a solicitation of an offer to purchase any securities of American Strategic Investment Co.

(“We”, “us”, “our” or the “Company”). Any offer or sale of securities will be made only by means of a prospectus and related documentation

meeting the requirements of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any

jurisdiction in which such offer, solicitation or sale would be unlawful.

This presentation contains statements that are not historical facts and may be forward-looking statements, including statements regarding the

intent, belief or current expectations of us, our operating partnership and members of our management team, as well as the assumptions on

which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,”“believes,”

“estimates,” “projects,” “potential,” “predicts,” “expects,” “plans,” “intends,” “would,” “could,” “should” or similar expressions are intended to

identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ

materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they

are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of

unanticipated events or changes to future operating results over time, unless required by law.

These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside of the Company’s

control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and

uncertainties include (a) the anticipated benefits of the Company's election to terminate its status as a real estate investment trust, (b) whether

the Company will be able to successfully acquire new assets or businesses, (c) the potential adverse effects of the geopolitical instability due to

the ongoing military conflicts between Russia and Ukraine, Israel and Hamas, and U.S. and Israel against Iran, including related sanctions and

other penalties imposed by the U.S. and European Union, and the related impact on the Company, the Company's tenants, and the global

economy and financial markets, (d) inflationary conditions and higher interest rate environment, (e) economic uncertainties about the ultimate

impact of tariffs imposed by, or imposed on, the United States and its trading relationships, (f) that any potential future acquisition or

disposition is subject to market conditions and capital availability and may not be identified or completed on favorable terms, or at all, and (g)

that we may not be able to regain compliance with the New York Stock Exchange's (“NYSE”) continued listing requirements and rules, and the

NYSE may delist the Company's common stock, which could negatively affect the Company, the price of the Company's common stock and

shareholders' ability to sell the Company's common stock,, as well as those risks and uncertainties set forth in the Risk Factors section of the

Company’s Annual Report on Form 10-K for the year ended December 31, 2025 filed on April 15, 2026, and all other filings with the Securities

and Exchange Commission after that date including but not limited to the subsequent Quarterly Reports on Form 10-Q and Current Reports on

Form 8-K, as such risks, uncertainties and other important factors may be updated from time to time in the Company’s subsequent reports.

Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise

any forward-looking statement to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results,

unless required to do so by law.

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