8-K

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): January 10, 2023

Gladstone Commercial Corporation

(Exact Name of Registrant as Specified in Charter)

Maryland

001-33097

02-0681276

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

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
Common Stock, $0.001 par value per share	GOOD	The Nasdaq Stock Market LLC
6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share	GOODN	The Nasdaq Stock Market LLC
6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share	GOODO	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On January 10, 2023, Gladstone Commercial Corporation (the “Company”) amended and restated its existing advisory agreement, as amended from time to time (the “Agreement”), with Gladstone Management Corporation, a registered investment adviser (the “Adviser”), by entering into the Seventh Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the “Amended Agreement”). The Company’s entrance into the Amended Agreement was approved unanimously by its board of directors, including, specifically, its independent directors. The Amended Agreement eliminates the payment of the incentive fee, as applicable, for the quarters ending March 31, 2023 and June 30, 2023. The calculation of the other fees in the Amended Agreement remain unchanged. All other terms of the Agreement remained the same. All capitalized terms not defined in this Current Report on Form 8-K are defined in the Amended Agreement.

The description above is only a summary of the material provisions of the Amended Agreement and is qualified in its entirety by reference to a copy of the Amended Agreement, which will be filed with the Company’s next periodic report.

Item 8.01.

Other Events.

On January 10, 2023, the Company issued a press release, filed herewith as Exhibit 99.1, announcing that its board of directors declared monthly cash distributions for its common stock, senior common stock, 6.625% Series E Cumulative Redeemable Preferred Stock, 6.0% Series F Cumulative Redeemable Preferred Stock and 6.00% Series G Cumulative Redeemable Preferred Stock for each of January, February and March 2023.

A copy of the press release announcing the monthly cash distributions is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		Press Release issued by Gladstone Commercial Corporation on January 10, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Gladstone Commercial Corporation
	(Registrant)

January 10, 2023	By:	/s/ Gary Gerson
		Gary Gerson
		Chief Financial Officer

Exhibit 99.1

LOGO

Gladstone Commercial Corporation Announces Monthly Cash Distributions for January, February and March 2023 and Fourth Quarter Ended December 31, 2022 Earnings Release and Conference Call Dates

MCLEAN, VA, January 10, 2023: Gladstone Commercial Corporation (Nasdaq: GOOD) (the “Company”) announced today that its board of directors declared cash distributions for the months of January, February and March 2023 and also announced its plan to report earnings for the fourth quarter ended December 31, 2022.

In an effort to increase retained capital in anticipation of further economic headwinds, the board of directors has taken what it believes is the prudent path and reduced the run rate on its monthly dividend (from $0.1254 to $0.10). In addition, and in support of the capital preservation effort, the Company’s investment adviser has agreed to amend the current Advisory Agreement to waive the applicable incentive fee for the quarters ending March 31, 2023 and June 30, 2023. Buzz Cooper, the Company’s President, stated, “We believe that the dividend cut, along with the temporary incentive fee waiver, will help the Company to maintain a strong balance sheet in 2023.”

Cash Distributions:

Common Stock: $0.10 cash distribution per common share for each of January, February and March 2023, payable per Table 1 below. The Company has paid 216 consecutive monthly cash distributions on its common stock. Prior to paying distributions on a monthly basis, the Company paid five consecutive quarterly cash distributions.

Table 1: Summary of common stock cash distributions:


Record Date	Payment Date		Cash Distribution
January 20		January 31	$	0.10
February 17		February 28	$	0.10
March 17		March 31	$	0.10

Total for the Quarter:			$	0.30

Senior Common Stock: $0.0875 cash distribution per share of the Company’s senior common stock (“Senior Common”) for each of January, February and March 2023, payable per Table 2 below. The Company has paid 153 consecutive monthly cash distributions on its Senior Common. The Company has never skipped, reduced or deferred a monthly Senior Common distribution.

Table 2: Summary of Senior Common cash distributions:


Payable to Holders of Record During the Month of:	Payment Date		Amount
January		February 6	$	0.0875
February		March 6	$	0.0875
March		April 6	$	0.0875

Total for the Quarter:			$	0.2625

LOGO

Series E Preferred Stock: $0.138021 cash distribution per share of the Company’s 6.625% Series E Preferred Stock (“Series E Preferred Stock”) for each of January, February and March 2023, payable per Table 3 below. The Series E Preferred Stock trades on Nasdaq under the symbol “GOODN.” The Company has paid 30 consecutive monthly cash distributions on its Series E Preferred Stock. The Company has never skipped, reduced or deferred a monthly Series E Preferred Stock distribution.

Table 3: Summary of Series E Preferred Stock cash distributions:


Record Date	Payment Date		Cash Distribution
January 20		January 31	$	0.138021
February 17		February 28	$	0.138021
March 17		March 31	$	0.138021

Total for the Quarter:			$	0.414063

Series F Preferred Stock: $0.125 cash distribution per share of the Company’s 6.0% Series F Preferred Stock (“Series F Preferred Stock”) for each of January, February and March 2023, payable per Table 4 below. The Series F Preferred Stock is not listed on a national securities exchange. The Company has never skipped, reduced or deferred a monthly Series F Preferred Stock distribution.

Table 4: Summary of Series F Preferred Stock cash distributions:


Record Date	Payment Date		Cash Distribution
January 26		February 6	$	0.125
February 23		March 6	$	0.125
March 29		April 6	$	0.125

Total for the Quarter:			$	0.375

The Company offers a dividend reinvestment plan (the “DRIP”) to its common stockholders and Series F Preferred stockholders. For more information regarding the DRIP, please visit www.gladstonecommercial.com.

Series G Preferred Stock: $0.125 cash distribution per share of the Company’s 6.00% Series G Preferred Stock (“Series G Preferred Stock”) for each of January, February and March 2023, payable per Table 5 below. The Series G Preferred Stock trades on Nasdaq under the symbol “GOODO.” The Company has never skipped, reduced or deferred a monthly Series G Preferred Stock distribution.

LOGO

Table 5: Summary of Series G Preferred Stock cash distributions:


Record Date	Payment Date		Cash Distribution
January 20		January 31	$	0.125
February 17		February 28	$	0.125
March 17		March 31	$	0.125

Total for the Quarter:			$	0.375

LOGO

Earnings Announcement:

The Company also announced today that it plans to report earnings for the fourth quarter ended December 31, 2022, after the stock market closes on Wednesday, February 22, 2023. The Company will hold a conference call Thursday, February 23, 2023 at 8:30 a.m. ET to discuss its earnings results. Please call (877) 407-9045 to enter the conference call. An operator will monitor the call and set a queue for questions.

A conference call replay will be available after the call and will be accessible through March 2, 2023. To hear the replay, please dial (877) 660-6853 and use playback conference number 13734662.

The live audio broadcast of the Company’s conference call will be available online at www.gladstonecommercial.com.

If you have questions prior to or following the earnings release you may e-mail them to [email protected].

Gladstone Commercial Corporation is a real estate investment trust (“REIT”) focused on acquiring, owning and operating net leased industrial and office properties across the United States. As of September 30, 2022, Gladstone Commercial’s real estate portfolio consisted of 137 properties located in 27 states, totaling approximately 17.2 million square feet. Additional information can be found at www.gladstonecommercial.com.

Source: Gladstone Commercial Corporation

Investor Relations Inquiries: Please visit www.gladstonecommercial.com or (703) 287-5893.