Report of Independent Registered Public Accounting Firm
Consolidated Statement of Net Assets as of December 31, 2025 and 2024 (liquidation basis)
Consolidated Statement of Changes in Net Assets for the twelve months ended December 31, 2025 and 2024, (liquidation basis)
Notes to Consolidated Financial Statements
Schedules
All other information required by the following schedules has been included in the consolidated financial statements, is not applicable, or not required:
Schedule I, III, IV, V, VI, VII, VIII, IX, X, XI, XII and XIII.
| (b) | Exhibits: The following exhibits are either filed as part of this report or are incorporated herein by reference as indicated: |
|---|
| 3.1 | Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1) |
| 3.2 | Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC (2) |
| 10.1 | Employment Agreement, with Gary J. Fitlin, dated May 15, 2013 (3) |
| 10.2 | Employment Agreement with Peter Pitsiokos dated May 8, 2014 (4) |
| 10.3 | Indemnification Agreement, dated as of February 8, 2013, between the Company and each of its directors and officers (5) |
| 10.4 | Amendment No. 1 to Employment Agreement with Peter Pitsiokos (6) |
| 10.5 | Amended and Restated Retention Bonus Plan (7) |
| 10.6 | Amendment No. 2 to Retention Bonus Plan (6) |
| 10.7 | Amendment No. 3 to Retention Bonus Plan (8) |
| 10.8 | Amendment No. 4 to the Retention Bonus Plan (9) |
| 10.9 | Amendment No. 5 to the Retention Bonus Plan (10) |
| 10.10 | Nonqualified Deferred Compensation Plan (11) |
| 10.11 | Restricted Stock Plan (12) |
| 10.12 | Short Form Order of Supreme Court of the State of New York, Suffolk County, dated February 6, 2024 (13) |
| 10.13 | Short Form Order of Supreme Court of the State of New York, Suffolk County, dated March 21, 2025 (19) |
| 10.14 | Purchase and Sale Agreement dated July 30, 2025 between GSD Flowerfield LLC and B2K Smithtown LLC (17) |
| 10.15 | First Amendment dated October 28, 2025 to Purchase and Sale Agreement between GSD Flowerfield LLC and B2K Smithtown LLC (18) |
| 10.16 | Second Amendment dated as of January 6, 2026 to Purchase Agreement dated as of July 30, 2025 between GSD Flowerfield LLC and B2K Smithtown LLC. (20) |
| 21.1 | List of all subsidiaries (14) |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certifications (14) |
| 32.1 | CEO/CFO Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (16) |
| 97.1 | Executive Compensation Clawback Policy (15) |
| 97.2 | Insider Trading Policy (19) |
| 101.INS | Inline XBRL Instance (14) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema (14) |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation (14) |
| 101.DEF | Inline XBRL Taxonomy Extension Definition (14) |
| 101.LAB | Inline XBRL Taxonomy Extension Labels (14) |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation (14) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| (1) | Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2013. |
| (2) | Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on September 1, 2015. |
| (3) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on May 23, 2013. |
| (4) | Incorporated herein by reference to the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 12, 2014. |
| (5) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on February 14, 2013. |
| (6) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on January 31, 2018. |
| (7) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on May 26, 2016. |
| (8) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on November 2, 2018. |
| (9) | Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2022. |
| (10) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on September 11, 2023. |
| (11) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on December 13, 2019. |
| (12) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on September 11, 2023. |
| (13) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on February 9, 2024. |
| (14) | Filed as part of this report. |
| (15) | Incorporated herein by reference to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 29, 2024. |
| (16) | Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K. This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference. |
| (17) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on August 4, 2025. |
| (18) | Incorporated herein by reference to the Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 10, 2025. |
| (19) | Incorporated herein by reference to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 28, 2025. |
| (20) | Incorporated herein by reference to Form 8-K, filed with the Securities and Exchange Commission on January 12, 2026. |
** XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
