PRESIDIO PROPERTY TRUST, INC.
FORM 10-K – ANNUAL REPORT
For the year ended December 31, 2025
TABLE OF CONTENTS
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| Part I |
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| ITEM 1. | BUSINESS | 2 |
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| ITEM 1A. | RISK FACTORS | 10 |
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| ITEM 1B. | UNRESOLVED STAFF COMMENT | 38 |
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| ITEM 1C | CYBERSECURITY | 39 |
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| ITEM 2. | PROPERTIES | 40 |
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| ITEM 3. | LEGAL PROCEEDINGS | 44 |
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| ITEM 4. | MINE SAFETY DISCLOSURES | 44 |
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| Part II |
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| ITEM 5. | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 44 |
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| ITEM 6. | RESERVED | 47 |
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| ITEM 7. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 48 |
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| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 63 |
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| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 63 |
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| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 64 |
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| ITEM 9A. | CONTROLS AND PROCEDURES | 64 |
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| ITEM 9B. | OTHER INFORMATION | 64 |
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| ITEM 9C. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 64 |
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| Part III |
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| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 65 |
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| ITEM 11. | EXECUTIVE COMPENSATION | 65 |
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 65 |
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| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE | 65 |
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| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 65 |
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| Part IV |
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| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 66 |
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CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS, RISK FACTORS AND INDUSTRY DATA
This Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 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 this Form 10-K. Important factors that may cause actual results to differ from projections include, but are not limited to:
| • | inherent risks associated with real estate investments and with the real estate industry; |
| • | significant competition may decrease or prevent increases in our properties' occupancy and rental rates and may reduce the value of our properties; |
| • | a decrease in demand for commercial space and model homes and/or an increase in operating costs; |
| • | failure by any major tenant (or a substantial number of tenants) to make rental payments to us because of a deterioration of its financial condition, an early termination of its lease, a non-renewal of its lease, or a renewal of its lease on terms less favorable to us; |
| • | challenging economic conditions facing us and our tenants may have a material adverse effect on our financial condition and results of operations; |
| • | our failure to generate sufficient cash to pay dividends and to service or retire our debt obligations in a timely manner; |
| • | our inability to borrow or raise sufficient capital to maintain or expand our real estate investment portfolio; |
| • | adverse changes in the real estate financing markets, including potential increases in interest rates and/or borrowing costs; |
| • | potential losses, including from adverse weather conditions, natural disasters and title claims, may not be covered by insurance; |
| • | inability to complete acquisitions or dispositions and, even if these transactions are completed, failure to successfully operate acquired properties or sell properties without incurring significant defeasance costs; |
| • | our reliance on third-party property managers to manage a substantial number of our properties and brokers and/or agents to lease our properties; |
| • | decrease in supply and/or demand for single family homes, inability to acquire additional model homes, and increased competition to buy such properties; |
| • | failure to continue to qualify as a REIT; |
| • | adverse results of any legal proceedings; |
| • | changes in laws, rules and regulations affecting our business; |
| • | the possibility that we may not comply with the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”), which may result in our common stock being delisted, which could affect our common stock’s market price and liquidity and reduce our ability to raise capital; |
| • | the possibility that if any of the banking institutions in which we deposit funds ultimately fails, we may lose any amounts of our deposits over federally insured levels which could reduce the amount of cash we have available to distribute or invest and could result in a decline in our value; |
| • | the potential adverse effects of a resurgence of the COVID-19 pandemic or of new epidemics, pandemics or public health crises and ensuing economic turmoil on our financial condition, results of operations, cash flows and performance, particularly our ability to collect rent, on the financial condition, results of operations, cash flows and performance of our tenants, and on the global economy and financial markets, adverse economic conditions in the real estate market and overall financial market fluctuations; and |
| • | the other risks and uncertainties discussed in "Risk Factors" and elsewhere herein |
All statements, other than statements of historical facts, included in this Form 10-K regarding our strategy, future operations, financial position, estimated revenue or losses, projected costs, prospects, current expectations, forecasts, and plans and objectives of management are forward-looking statements. When used in this Form 10-K, 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. All forward-looking statements speak only as of the date of this Form 10-K. We do not undertake any obligation to update any forward-looking statements or other information contained in this Form 10-K, except as required by federal securities laws. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this Form 10-K are reasonable, we cannot assure you that these plans, intentions or expectations will be achieved. We have disclosed important factors that could cause our actual results to differ materially from our expectations under the “Risk Factors” section and elsewhere in this Form 10-K. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.
Information regarding market and industry statistics contained in this Form 10-K is included based on information available to us that we believe is accurate. We have not reviewed or included data from all sources, and we cannot assure you of the accuracy or completeness of the data included in this Form 10-K. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We undertake no obligation to update forward-looking information to reflect actual results or changes in assumptions or other factors that could affect those statements. See the “Risk Factors” section of this Form 10-K for a more detailed discussion of uncertainties and risks that may impact future results.
