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): June 28, 2022

New

York City REIT, Inc.

(Exact Name of Registrant as Specified in Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

Common Stock [Member]

Item 7.01. Regulation FD Disclosure.

On July 1, 2022, New York City REIT, Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1. The information set forth in Item 7.01 of this Current Report on Form 8-K and in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “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. The information set forth in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

On July 1, 2022, the Company announced that it temporarily suspended its policy regarding dividends paid on its Class A common stock, beginning with the dividend that would have been payable for the quarter ended June 30, 2022. As previously disclosed, the Company has recently entered into new or renewal leases with a tenant at 9 Times Square, with the entities leasing the Company’s parking garages, and with a tenant at 123 William Street. In connection with this leasing activity, the Company incurred approximately $3.9 million in tenant improvement costs and leasing commissions (including approximately $0.4 million incurred during the period ended March 31, 2022 with the remainder incurred in 2021), exclusive of free rent. As the Company continues to proactively increase occupancy at its properties, the Company’s board concluded that it was in the Company’s best interest to suspend paying distributions to generate additional working capital to fund, among other things, future leasing and tenant improvement costs and to account for the fact that certain leases, including one of the recent leases entered with the tenant at 9 Times Square include a period of free rent and thus a delay in cash flow generated by the lease. During the quarter ended March 31, 2022, the Company used approximately $1.3 million to fund distributions on its common stock which equates to approximately $5.2 million on an annual basis assuming the number of outstanding shares does not change from the amount outstanding at March 31, 2022. The Company’s board of directors plans to reevaluate the Company’s dividend policy on a quarterly basis but there is no assurance as to when or if the board will authorize future dividends or the amount of any future dividends. The Company’s ability to pay dividends is subject to, among other things, the “Risk Factors” contained in the Company’s Annual Report on Form 10-K filed on March 18, 2022 and updated from time to time in subsequent filings made by the Company with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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.

Exhibit 99.1

FOR IMMEDIATE RELEASE

NYCannounces portfolio occupancy grows to over 87%^1^, temporary suspension of cash dividend to Generate additional working capitalto help FUND upfront leasing commissions and tenant improvements among other uses

Strong leasingsupports long-term growth, increases weighted-average lease term to 7.2 years

New York,July 1, 2022 – New York City REIT, Inc. (NYSE: NYC) (“NYC” or the “Company”) announced today that ongoing strong leasing activity has grown its pure-play New York City portfolio occupancy by 4% since the beginning of the year, to over 87% as of June 30, 2022^1^, and that portfolio weighted-average remaining lease term has increased to 7.2 years as of the same date. The Company also announced that as it continues to proactively increase occupancy at its properties, its board of directors concluded that temporarily suspending^2^ the Company’s quarterly dividend is a prudent action. The Company added that the board will continue to evaluate the Company’s dividend policy on a quarterly basis. The additional working capital generated by the suspension will be available to fund, among other things, the upfront costs of leasing commissions and tenant improvements associated with future leasing activity. Since the beginning of calendar year 2021, through June 30, 2022, we have entered into leases that have already commenced or are expected commence in the third quarter of 2022 that total approximately $76 million in base rent payments over the terms of the leases.

“The leasing activity we have seen this year will grow our portfolio occupancy, once the leases commence, to over 87%^1^ for the first time since 2020 and increase our portfolio weighted-average lease duration to 7.2 years,” said Michael Weil, CEO of NYC. “Leasing commissions and tenant improvement costs, which are payable prior to rent commencement, are economically beneficial compared to the substantial rent paid over the terms of the leases. To potentially help fund these future expenses, we are temporarily suspending the dividend as we maintain our leasing momentum. We believe this is a prudent step and anticipate the cash savings from the temporary suspension will also be used to, among other things, help fund future leasing activity, consistent with the proactive asset management strategy that has resulted in 98% cash rent collection in the first quarter of 2022 and a portfolio that we believe is more robust than it was before COVID.”

Footnote

^1^ Includes (i) all leases fully executed by June 30, 2022 and (ii) all leases under negotiation with an executed nonbinding letter of intent (“LOI”) by both parties as of June 30, 2022. There can be no assurance that LOIs will lead to definitive leases that will commence on their current terms, or at all. Leasing pipeline should not be considered an indication of future performance.

^2^ There is no assurance as to when or if dividends may be reinstated or the amount of any future dividend payments.

About New York City REIT, Inc.

New York City REIT, Inc. is a publicly traded REIT that owns a portfolio of high-quality commercial real estate located within the five boroughs of New York City. Additional information about NYC can be found on its website at www.newyorkcityreit.com.

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Forward-Looking Statements

The statements in this press release that are not historical facts may be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties that could cause the outcome to be materially different. In addition, words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “expects,” “estimates,” “plans,” “intends,” “should,” or similar expressions indicate a forward-looking statement, 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 NYC’s control, which could cause actual results to differ materially from the results contemplated by the forward-looking statements. These risks and uncertainties include the potential adverse effects of (i) the ongoing global COVID-19 pandemic, including actions taken to contain or treat COVID-19, and (ii) the geopolitical instability due to the ongoing military conflict between Russia and Ukraine, including related sanctions and other penalties imposed by the U.S. and European Union, and other countries, as well as other public and private actors and companies and the impact on NYC, NYC’s tenants and the global economy and financial markets, as well as those set forth in the Risk Factors section of NYC’s most recent Annual Report on Form 10-K for the year ended December 31, 2021 filed on March 18, 2022, and all other filings filed with the Securities and Exchange Commission after that date, as such risks, uncertainties and other important factors may be updated from time to time in NYC’s subsequent reports. Further, forward-looking statements speak only as of the date they are made, and NYC undertakes 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, except as required by law.

Contacts:

Investor Relations

info@ar-global.com

(866) 902-0063

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