8-K
Gladstone Commercial Corp (GOOD)
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): March 20, 2026
Gladstone Commercial Corporation
(Exact Name of Registrant as Specified in Charter)
| Maryland | 001-33097 | 02-0681276 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
Announcement of CEO Transition
On March 20, 2026, David Gladstone gave notice to the Board of Directors (the “Board”) of Gladstone Commercial Corporation (the “Company”) that he has stepped down as the Company’s Chief Executive Officer (“CEO”) effective immediately. Mr. Gladstone will continue to serve as the Chairman of the Board.
Appointment of Successor CEO
On March 20, 2026, the Board of the Company appointed Arthur “Buzz” Cooper, as the Company’s CEO effective immediately, in addition to his current role of President. Prior to this promotion, Mr. Cooper, age 69, served as the Company’s President since June 2022. Mr. Cooper has been with the Company since its initial public offering in 2003. Prior to serving as President, Mr. Cooper served as the Company’s Chief Investment Officer from April 2021 until January 2022, Executive Vice President from October 2020 until April 2021 and Senior Managing Director from July 2013 until October 2020. Mr. Cooper has over thirty-five years of experience in the commercial lending industry and the commercial real estate industry. Mr. Cooper is a graduate of Washington and Lee University and is a member of the National Association for Industrial and Office Parks (NAIOP).
Additional Leadership Changes
On March 20, 2026, the Board appointed John Sateri as the Company’s Chief Investment Officer (“CIO”), effective immediately, and contemporaneously with his appointment as the Company’s CIO, Mr. Sateri was also appointed as the CIO of Gladstone Capital Corporation, Gladstone Land Corporation, Gladstone Investment Corporation, and Gladstone Management Corporation (the “Adviser”). Mr. Sateri, age 58, has been with the Gladstone Companies since April 2007. Since September 2021, Mr. Sateri has served as Executive Vice President of Investments of the Adviser, serving as a member of the Investment Committee supporting all Gladstone managed credit, equity, and real estate funds (including the Company, Gladstone Land Corporation, Gladstone Investment Corporation, and Gladstone Capital Corporation) as well as originating debt and equity investments in privately held companies. Mr. Sateri has also served as the President of the Gladstone Alternative Income Fund (“GALT”) since its inception in June 2024. Mr. Sateri is active on numerous private company boards and holds a bachelor’s degree in Business Administration from The University of Hawaii at Manoa and a master’s degree in Real Estate Development from the University of Maryland at College Park.
None of the Company’s executive officers receive direct compensation from the Company as the Company does not currently have any employees and does not expect to have any employees in the foreseeable future. Rather, all of the Company’s officers and other personnel are employed by the Adviser or Gladstone Administration, LLC (the “Administrator”). For a discussion of the terms of the Company’s Advisory and Administration Agreements with the Adviser and the Administrator, respectively, see “Transactions With Related Persons” in the Company’s annual proxy statement; otherwise, there are no transactions between Mr. Cooper or Mr. Sateri and the Company required to be reported under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Cooper or Mr. Sateri and any director or executive officer of the Company and there are no arrangements or understandings between Mr. Cooper or Mr. Sateri and any other persons with respect to these promotions.
All statements contained in this Current Report on Form 8-K, other than historical facts, may constitute “forward-looking statements” within the meaning of Section 27A of the Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements involve inherent risks and uncertainties as they relate to expectations, beliefs, projections, future plans and strategies, anticipated events, or trends concerning matters that are not historical facts and may ultimately prove to be incorrect or false. Forward-looking statements include information about possible or assumed future events, including, without limitation, those relating to future performance. Words such as “may,” “will,” “plan,” and variations of these words and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these words. Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those included within or contemplated by such statements, including, but not limited to, the description of risks and uncertainties in “Risk
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Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2026, and certain other filings made with the SEC (accessible at www.sec.gov). The Company cautions readers not to place undue reliance on any such forward-looking statements which speak only as of the date made. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On March 23, 2026, the Company issued a press release (the “Press Release”) announcing that Mr. Gladstone has stepped down as CEO, the appointment of Mr. Cooper as the Company’s CEO and the appointment of Mr. Sateri as the Company’s Chief Investment Officer, each effective March 20, 2026. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it 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.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated March 23, 2026 |
| 104.1 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Gladstone Commercial Corporation<br> <br>(Registrant) | ||
|---|---|---|
| March 23, 2026 | By: | /s/ Gary Gerson |
| Gary Gerson<br> <br>Executive Vice President and Chief Financial Officer |
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EX-99.1
Exhibit 99.1
Gladstone Commercial Corporation Announces Strategic Succession Plan
McLean, VA, March 23, 2026: Gladstone Commercial Corporation (Nasdaq: GOOD) (the “Company”) today announced several executive officer appointments in connection with the Company’s strategic succession plan.
David Gladstone has stepped down as the Company’s Chief Executive Officer (“CEO”), effective immediately; however, he will remain as the Company’s Chairman of the Board of Directors, a member of the Company’s investment committee, and also continue as Chairman, CEO, and President of the Company’s affiliated investment adviser, Gladstone Management Corporation. Arthur “Buzz” Cooper, the Company’s President since 2022 who joined the Gladstone organization in its founding year (2001), has succeeded Mr. Gladstone as CEO and will function in the dual role of CEO and President. John Sateri, a twenty-year veteran at Gladstone and a current member of the Company’s investment committee, has been appointed Chief Investment Officer.
Gary Gerson, Chief Financial Officer and Assistant Treasurer of the Company since 2021 and who previously served as Treasurer from 2006-2012, has also been named Executive Vice President of the Company and will continue to serve in all three roles. Ryan Carter, a current Managing Director of the Company since 2021, has also been elevated to Executive Vice President.
These promotions reflect the strength and depth of the management team at the Company.
Today’s announcement highlights Mr. Gladstone’s long tenure with the Company, as its founder, Chairman, and CEO, beginning in 2003, and building it from its IPO to a real estate investment trust (“REIT”) with over 150 properties, as of December 31, 2025, that invests primarily in single-tenant net leased industrial properties nationwide and is diversified across tenants, industries, and geographies. In his role, Mr. Gladstone has overseen enormous growth and has set the Company on a path for continued success.
Today’s appointments are the result of a comprehensive strategic succession plan process designed to ensure long-term continuity, stability, and strategic alignment and reflect the Board’s confidence in current management’s ability to lead the Company through its continued growth. This succession plan will also separate the Chairman and CEO roles at the Company, further aligning with best practices for corporate governance and oversight.
Mr. Gladstone, commented, “Gladstone Commercial is our first Gladstone REIT established in 2003. I am grateful for the opportunity to lead such an extraordinary team over the past twenty-three years and am confident that our new executive leadership team will lead the Company through many decades to come. It is proud moment to see the Gladstone family of funds celebrating its silver anniversary, our twenty-fifth year in business.”
Walter Wilkinson, Lead Independent Director of the Board, commented, “As the visionary founder of the Gladstone family of funds and more than twenty-three years as CEO of Gladstone Commercial, David has built this Company from its IPO to the REIT it is today. The Board and I extend our deep appreciation and gratitude for David’s extraordinary leadership.”
Mr. Cooper added, “As I take on this new additional role as the Company’s CEO, I am grateful for David’s mentorship and friendship of over forty years. We have an extremely talented team, and I am excited to continue building on our strong foundation and growth with the elevation of Gary Gerson and Ryan Carter to their new additional roles as Executive Vice Presidents.”
About Gladstone Commercial: Gladstone Commercial is a publicly-traded real estate investment trust focused on acquiring, owning, and operating net leased industrial and office properties across the United States. For additional information, please visit www.gladstonecommercial.com.
About the Gladstone Companies: Information on the business activities of all the Gladstone family of funds can be found at www.gladstonecompanies.com.
Forward-Looking Statements
All statements contained in this press release, other than historical facts, may constitute “forward-looking statements” within the meaning of Section 27A of the Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements involve inherent risks and uncertainties as they relate to expectations, beliefs, projections, future plans and strategies, anticipated events, or trends concerning matters that are not historical facts and may ultimately prove to be incorrect or false. Forward-looking statements include information about possible or assumed future events, including, without limitation, those relating to future performance. Words such as “may,” “will,” “plan,” and variations of these words and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these words. Forward-looking statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from those included within or contemplated by such statements, including, but not limited to, the description of risks and uncertainties in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Gladstone Commercial’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2026, and certain other filings made with the SEC (accessible at www.sec.gov). Gladstone Commercial cautions readers not to place undue reliance on any such forward-looking statements which speak only as of the date made. Gladstone Commercial undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
CONTACT: For further information: Gladstone Commercial Corporation, (703) 287-5893.