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): May 14, 2025

Presidio Property Trust, Inc.

(Exact name of registrant as specified in its charter)

Maryland

001-34049

33-0841255

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (760) 471-8536

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

Series A Common Stock, $0.01 par value per share	SQFT	The Nasdaq Stock Market LLC

9.375% Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share	SQFTP	The Nasdaq Stock Market LLC

Series A Common Stock Purchase Warrants to Purchase Shares of Common Stock	SQFTW	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 2.02 Results of Operations and Financial Condition

Press Release

On May 14, 2025, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing its financial results for the three months ended March 31, 2025, and made the press release available on its website, www.PresidioPT.com. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The Company also made available on its website a financial supplement containing financial data of the Company (“Supplemental Financial Information”) for the quarter ended September 30, 2023, and such Supplemental Financial Information is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The information in this Item 2.02 of this Current Report on Form 8-K, including the information contained in the exhibits, shall not be deemed “filed” for the 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 and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

The Supplemental Financial Information furnished by the Company and posted to its website as described above under Item 2.02 is hereby incorporated by reference into this Item 7.01.

Item 9.01 Financial Statements and Exhibits.

(d)		Exhibits

99.1		Press Release dated May 14, 2025
99.2		Supplemental Financial Information for the year ended December 31, 2024
104		Cover Page Interactive Data File (embedded with the inline XBRL document)

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.

Date: May 14, 2025	PRESIDIO PROPERTY TRUST, INC.

	By:	/s/ Ed Bentzen
	Name:	Ed Bentzen
	Title:	Chief Financial Officer

Exhibit 99.1

Presidio Property Trust, Inc. Announces Earnings for

the Three Months Ended March 31, 2025

San Diego, California, May 14, 2025 – Presidio Property Trust, Inc. (Nasdaq: SQFT, SQFTP, SQFTW) (the “Company”), an internally managed, diversified real estate investment trust (“REIT”), today reported earnings for its three months ended March 31, 2025.

“In spite of a challenging macroeconomic climate and economic uncertainty, our team has remained more focused than ever on strategic execution and creating a strong financial balance sheet to create value across our portfolio,” said Jack Heilbron, the Company’s President and Chief Executive Officer.

“A noteworthy accomplishment during the first quarter was our 100% retention rate for expiring leases,” said Gary Katz, the Company’s Chief Investment Officer.

“Activity within both the acquisition and resale segments of our model home business remains balanced. I am excited about the recent acquisitions, which add another nationally ranked builder to our portfolio. This not only expands our geographical footprint but also represents our ability to attract new clients and desirable product, to complement our existing model home portfolio,” said Steve Hightower, President of the Model Home Division.

The Three Months Ended March 31, 2025, Financial Results

Net income attributable to the Company’s common stockholders for the three months ended March 31, 2025 was approximately $1.7 million, or $.13 per basic and diluted share, compared to a net loss of approximately $5.8 million, or ($0.47) per basic and diluted share for the three months ended March, 31, 2024. The change in net income attributable to the Company’s common stockholders was a result of:

	●	Total revenues were approximately $4.1 million for the three months ended March 31, 2025, compared to approximately $4.8 million for the same period in 2024. As of March 31, 2025, we had approximately $117.4 million in net real estate assets including 84 model homes, compared to approximately $135.3 million in net real estate assets including 88 model homes at March 31, 2024. The average number of model homes held during the three months ended March 31, 2025 and 2024 was 81 and 99, respectively. The change in revenue is directly related to the decrease in model home rental income and transaction fees during the current period, and the sale of our two commercial properties on February 7, 2025.

	●	General and administrative (“G&A”) expenses for the three months ended March 31, 2025 and 2024 totaled approximately $1.7 million and $2.1 million, respectively. G&A expenses as a percentage of total revenue was 40.3% and 43.5% for the three months ended March 31, 2025 and 2024, respectively. G&A expenses for the three months ended March 31, 2025 decreased by approximately $0.4 million partially related to consulting fees in 2024 including a one-time payment for the setup of DMH 207, and additional legal fees related to Zuma Capital Management, LLC (Zuma Capital”), which was not repeated in 2025. Additionally, stock compensation was down by approximately $0.3 million due to the reduction of new restricted stock grants in 2025, slightly offset by an increase in accrued board compensation of $0.1 million related to estimated cash payment in-lieu-of restricted stock grants.

	●	During the three months ended March 31, 2025, Company sold six (6) model homes for approximately $2.8 million, net of sales costs, and recognized a gain of approximately $0.2 million. Additionally on February 7, 2025, the Company sold two commercial properties, Union Town Center and Research Parkway, to a single buyer for approximately $17.0 million and recognized a net gain of approximately $4.2 million, net of closing costs.

	●	As of March 31, 2025 we held 29,431 shares of CDT, as a result of their 1-for-100 reverse stock split in January 2025, 709,000 public common stock warrants of CDTTW, and 540,000 private common stock warrants, with a combined value of approximately $29,519. Conduit’s common stock (CDT) and public common stock warrants (CDTTW) and Private CDT Warrants presented on the consolidated balance sheets were measured at fair value using Level 1 and Level 3 market prices, taking into account the adoption of ASU 2022-03 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The fair value adjusted during the three months ended March 31, 2025 resulted in the Company recording a loss of approximately $0.2 million as compared to a loss of approximately $3.9 million recorded during the three months ended March 31, 2024.

●

Interest expense, including amortization of deferred finance charges was approximately $1.5 million for the three months ended March 31, 2025, compared to approximately $1.5 million for the same period in 2024. The weighted average interest rate on our outstanding debt was 5.83% and 5.23% as of March 31, 2025 and 2024, respectively. Mortgage notes payable totaled approximately $94.4 million and $102.3 million as of March 31, 2025 and 2024, respectively. The decrease in mortgage notes payable is a direct result of the sale of our two commercial properties during February 2025 and the change in the number of model homes.

FFO (non-GAAP) decreased by approximately $0.2 million to approximately $(1.2 million) from $(1.0 million) for the three months ended March 31, 2025 and 2024, respectively. A reconciliation of FFO to net income, the most directly comparable GAAP financial measure, is attached to this press release. However, because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from operations, the utility of FFO as a measure of the Company’s performance is limited.

We believe Core FFO (non-GAAP) provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our ongoing operating performance. Core FFO decreased by about $0.6 million, from approximately $(0.4 million) for the three months ended March 31, 2024, to approximately $(1.0 million) for the three months ended March 31, 2025. A reconciliation of Core FFO to net income, the most directly comparable GAAP financial measure, is attached to this press release.

Acquisitions and Dispositions for the three months Ended March 31, 2025:

Acquisitions during the three months ended March 31, 2025:

●

We acquired 12 model homes for approximately $4.3 million. The purchase price was paid through cash payments of approximately $3.0 million and mortgage notes of approximately $1.3 million.

Dispositions during the three months ended March 31, 2025:

●

On February 7, 2025, the Company sold two commercial properties, Union Town Center and Research Parkway, to a single buyer for approximately $17.0 million and recognized a net gain of approximately $4.2 million, net of closing costs.

●

The Company sold six (6) model homes for approximately $2.8 million, net of sales costs, and recognized a gain of approximately $0.2 million.

Segment Income during the three months ended March 31, 2025:

The following tables compare the Company’s segment activity and NOI and adjusted NOI for Model Home income to its results of operations and financial position as of and for the three months ended March 31, 2025 and 2024 respectively. The line items listed in the below NOI tables include the significant expense considered by the CODM for cash allocations on future investments. The Other Non-Segment & Consolidating Items represent corporate activity, the investment in Conduit Pharmaceutical, and other eliminating items for consolidation. The information for Corporate and Other are presented to reconcile back to the consolidated statement of operations, but is not considered a reportable segment. This includes the loss on Conduit marketable securities.

The following tables compare the Company’s segment activity to its results of operations and financial position as of and for the three months ended March 31, 2025, and March 31, 2024:

	For the Three Months Ended March 31, 2025
	Retail		Office/Industrial		Model Homes			Corporate and Other			Total

Rental revenue	$	206,439	$	2,467,551	$	915,521		$	—		$	3,589,511
Recovery revenue		56,439		386,479		—			—			442,918
Other operating revenue		400		62,362		(1,754	)		31,747			92,755
Total revenues		263,278		2,916,392		913,767			31,747			4,125,184

Rental operating costs		100,568		1,618,365		48,157			(154,448	)		1,612,642
Net Operating Income (NOI)		162,710		1,298,027		865,610			186,195			2,512,542

Gain on Sale - Model Homes		—		—		240,899			—			240,899
Impairment of Model Homes		—		—		(26,943	)		—			(26,943	)

Adjusted NOI	$	162,710	$	1,298,027	$	1,079,566		$	186,195		$	2,726,498

The CODM reviews on a regular basis the GAAP performance of each segment, including the significant segment expenses reported for GAAP shown in the table below. Our significant segment expenses include consolidated expense categories presented in our consolidated statements of operations, as well as rental operating costs. This information is provided to the CODM and factors into the CODM’s decision making for company-wide strategy. The following tables compare the Company’s segment activity and to its results of GAAP operations and financial position as of and for the three months ended March 31, 2025 and 2024, respectively. The information for Corporate and Other are presented to reconcile back to the consolidated statement of operations, but is not considered a reportable segment as noted above.

	For the Three Months Ended March 31, 2025
	Retail			Office/Industrial			Model Homes			Corporate and Other			Total
Revenues:
Rental income	$	262,878		$	2,854,030		$	915,521		$	—		$	4,032,429
Fees and other income		400			62,362			(1,754	)		31,747			92,755
Total revenue		263,278			2,916,392			913,767			31,747			4,125,184
Costs and expenses:
Rental operating costs		100,568			1,618,365			48,157			(154,448	)		1,612,642
General and administrative		—			16,850			229,961			1,415,167			1,661,978
Depreciation and amortization		31,689			999,169			212,012			1,234			1,244,104
Impairment of goodwill and real estate assets		—			—			26,943			—			26,943
Total costs and expenses		132,257			2,634,384			517,073			1,261,953			4,545,667
Other income (expense):
Interest expense - mortgage notes		(158,097	)		(891,330	)		(459,710	)		(1,333	)		(1,510,470	)
Interest and other income, net		—			—			8			5,141			5,149
Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9)		—			—			—			(176,658	)		(176,658	)
Gain on sales of real estate, net		4,213,068			—			240,900			—			4,453,968
Income tax (expense) benefit		—			—			(22,171	)		47,580			25,409
Total other income (expense), net		4,054,971			(891,330	)		(240,973	)		(125,270	)		2,797,398
Net income (loss)		4,185,992			(609,322	)		155,721			(1,355,476	)		2,376,915
Less: Income attributable to noncontrolling interests		—			(17,959	)		(93,604	)		—			(111,563	)
Net income (loss) attributable to Presidio Property Trust, Inc. stockholders	$	4,185,992		$	(627,281	)	$	62,117		$	(1,355,476	)	$	2,265,352

Dividends paid during the three months ended March 31, 2025 and 2024:

The following is a summary of distributions declared per share of our Series D Preferred Stock for the three months ended March 31, 2025 and March 31, 2024.

Series D Preferred Stock

Month	2025		2024
	Distributions Declared		Distributions Declared
January	$	0.19531	$	0.19531
February		0.19531		0.19531
March		0.19531		0.19531
Total	$	0.58593	$	0.58593

About Presidio Property Trust

Presidio is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office, industrial, and retail properties. Presidio’s model homes are leased to homebuilders located primarily in the sun belt states. Presidio’s office, industrial, and retail properties are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. For more information on Presidio, please visit Presidio’s website at https://www.PresidioPT.com.

Definitions

Non-GAAP Financial Measures

Funds from Operations (“FFO”) – The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders. The Company defines FFO as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.

However, because FFO excludes depreciation and amortization as well as the changes in the value of the Company’s properties that result from use or market conditions, each of which have real economic effects and could materially impact the Company’s results from operations, the utility of FFO as a measure of the Company’s performance is limited. In addition, other REITs may not calculate FFO in accordance with the NAREIT definition as the Company does, and, accordingly, the Company’s FFO may not be comparable to other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of the Company’s performance.

Core Funds from Operations (“Core FFO”) – We calculate Core FFO by using FFO as defined by NAREIT and adjusting for certain other non-core items. We exclude from our Core FFO calculation acquisition costs, loss on early extinguishment of debt, changes in the fair value of the earn-out, changes in fair value of contingent consideration, non-cash warrant dividends, other non-recuring expenses, and the amortization of stock-based compensation.

We believe Core FFO provides a useful metric in comparing operations between reporting periods and in assessing the sustainability of our ongoing operating performance. Other equity REITs may calculate Core FFO differently or not at all, and, accordingly, the Company’s Core FFO may not be comparable to such other REITs’ Core FFO.

Cautionary Note Regarding Forward-Looking Statements

This press release contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. Forward-looking statements are statements that are not historical, including statements regarding management’s intentions, beliefs, expectations, representations, plans or predictions of the future, and are typically identified by such words as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “may,” “will,” “should” and “could.” Because such statements include risks, uncertainties and contingencies, actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements also include statements relating to the closing of the business combination with Conduit within a certain timeframe or at all. These forward-looking statements are based upon the Company’s present expectations, but these statements are not guaranteed to occur. Except as required by law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. Investors should not place undue reliance upon forward-looking statements. For further discussion of the factors that could affect outcomes, please refer to the “Risk Factors” section of the Company’s documents filed with the SEC, copies of which are available on the SEC’s website, www.sec.gov.

Investor Relations Contact:

Presidio Property Trust, Inc.
Lowell Hartkorn, Investor Relations
[email protected]
Telephone: (760) 471-8536 x1244

Presidio Property Trust, Inc. and Subsidiaries

Consolidated Balance Sheets

	March 31,			December 31,
	2025			2024
	(unaudited)
ASSETS
Real estate assets and lease intangibles:
Land	$	16,036,702		$	15,983,323
Buildings and improvements		103,409,116			102,862,977
Tenant improvements		16,488,963			16,488,066
Lease intangibles		3,475,531			3,776,654
Real estate assets and lease intangibles held for investment, cost		139,410,312			139,111,020
Accumulated depreciation and amortization		(34,560,209	)		(33,700,262	)
Real estate assets and lease intangibles held for investment, net		104,850,103			105,410,758
Real estate assets held for sale, net		12,515,912			22,185,742
Real estate assets, net		117,366,015			127,596,500
Other assets:
Cash, cash equivalents and restricted cash		11,956,853			8,036,496
Deferred leasing costs, net		1,431,607			1,666,135
Goodwill		1,389,000			1,389,000
Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9)		29,519			206,177
Deferred tax asset		298,645			298,645
Other assets, net (see Note 6)		2,953,277			3,376,697
Total other assets		18,058,901			14,973,150
TOTAL ASSETS (1)	$	135,424,916		$	142,569,650
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	81,525,487		$	80,977,448
Mortgage notes payable related to properties held for sale, net		12,217,060			21,116,646
Mortgage notes payable, total net		93,742,547			102,094,094
Accounts payable and accrued liabilities		3,794,229			3,290,170
Accrued real estate taxes		1,070,006			1,972,477
Dividends payable		192,232			194,784
Lease liability, net		58,489			64,345
Below-market leases, net		7,047			8,625
Total liabilities		98,864,550			107,624,495

Commitments and contingencies (see Note 10)
Equity:
Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 984,238 shares issued and outstanding (liquidation preference $25.00 per share) as of March 31, 2025 and 997,082 shares issued and outstanding as of December 31, 2024		9,842			9,971
Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 12,834,317 shares and 12,834,317 shares were issued and outstanding at March 31, 2025 and December 31, 2024, respectively		128,343			128,343
Additional paid-in capital		185,805,501			185,770,842
Dividends and accumulated losses		(157,688,233	)		(159,374,010	)
Total stockholders’ equity before noncontrolling interest		28,255,453			26,535,146
Noncontrolling interest		8,304,913			8,410,009
Total equity		36,560,366			34,945,155
TOTAL LIABILITIES AND EQUITY	$	135,424,916		$	142,569,650

(1) As of March 31, 2025 and December 31, 2024, includes approximately $10.8 million and $11.4 million, respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities.

Presidio Property Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

	For the Three Months Ended March 31,
	2025			2024
Revenues:
Rental income	$	4,032,429		$	4,639,726
Fees and other income		92,755			150,335
Total revenue		4,125,184			4,790,061
Costs and expenses:
Rental operating costs		1,612,642			1,563,577
General and administrative		1,661,978			2,084,450
Depreciation and amortization		1,244,104			1,351,018
Impairment of goodwill and real estate assets		26,943			95,548
Total costs and expenses		4,545,667			5,094,593
Other income (expense):
Interest expense - mortgage notes		(1,510,470	)		(1,515,206	)
Interest and other income, net		5,149			4,646
Gain on sales of real estate, net		4,453,968			2,018,095
Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9)		(176,658	)		(3,861,233	)
Income tax (expense) benefit		25,409			(79,565	)
Total other income (expense), net		2,797,398			(3,433,263	)
Net (loss) income		2,376,915			(3,737,795	)
Less: Income attributable to noncontrolling interests		(111,563	)		(1,503,868	)
Net income (loss) attributable to Presidio Property Trust, Inc. stockholders	$	2,265,352		$	(5,241,663	)
Less: Preferred Stock Series D dividends		(579,575	)		(522,032	)
Net income (loss) attributable to Presidio Property Trust, Inc. common stockholders	$	1,685,777		$	(5,763,695	)

Net income (loss) per share attributable to Presidio Property Trust, Inc. common stockholders:
Basic & Diluted	$	0.13		$	(0.47	)

Weighted average number of common shares outstanding - basic & dilutive		12,973,299			12,293,190

FFO AND CORE FFO RECONCILIATION

	For the Three Months Ended March 31,
	2025			2024
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders	$	1,685,777		$	(5,763,695	)
Adjustments:
Income attributable to noncontrolling interests		111,563			1,503,868
Depreciation and amortization		1,244,104			1,351,018
Amortization of above and below market leases, net		(1,022	)		(1,244	)
Impairment of real estate assets		26,943			95,548
Loss on marketable securities		176,658			3,861,233
Net gain on sale of real estate assets		(4,453,968	)		(2,018,095	)
FFO	$	(1,209,945	)	$	(971,367	)
Stock Based Compensation		229,502			541,921
Core FFO	$	(980,442	)	$	(429,445	)

Weighted average number of common shares outstanding - basic and diluted		12,973,299			12,293,190

Core FFO / Wgt Avg Share	$	(0.076	)	$	(0.035	)

Exhibit 99.2

SUPPLEMENTAL FINANCIAL INFORMATION

As of March 31, 2025

FORWARD-LOOKING STATEMENTS

This presentation contains “forward-looking statements” within the meaning of the federal securities laws 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 the Quarterly Report on Form 10-Q. Forward-looking statements relate to matters such as our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, financial condition, liquidity, capital resources, cash flows, dividends, results of operations and other financial and operating information. When used in this presentation, 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.

The forward-looking statements contained in this presentation are based on historical performance and management’s current plans, estimates and expectations in light of information currently available to it and are subject to uncertainty and changes in circumstances. There can be no assurance that future developments affecting us will be those that we have anticipated. Actual results may differ materially from these expectations due to the factors, risks and uncertainties described in the Annual Report on Form 10-K, as filed March 31, 2025 (“Annual Report”) and the Company’s Quarterly Report on Form 10-Q filed with the SEC on the date hereof (“Quarterly Report”), changes in global, regional or local political, economic, business, competitive, market, regulatory and other factors described in the “Risk Factors” section of the Annual Report and the Quarterly Report, many of which are beyond our control. Should one or more of these risks or uncertainties materialize or should any of our assumptions prove to be incorrect, our actual results may vary in material respects from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. Any forward-looking statement made by us in this presentation speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable securities laws.

COMPANY OVERVIEW



●	Presidio Property Trust, Inc. (“Presidio” or the “Company”) was founded in 1999 as NetREIT

●	Presidio is an internally managed real estate company focused on commercial real estate opportunities in often overlooked and regionally dominant markets

●	The Company acquires, owns, and manages office and industrial real estate assets in markets with strong demographic and economic drivers with attractive going-in cap rates

●	Presidio’s commercial portfolio currently includes 10 commercial properties with a book value of approximately $78.5 million

●	In addition to its commercial real estate holdings, Presidio generates fees and rental income from affiliated entities, which manage and/or own a portfolio of model homes ⁽¹⁾

Corporate Information
Headquarters		San Diego, CA
Founded		1999
Key Geographies		CA, CO, MD, ND & TX
Employees		14

Portfolio Summary (Number / Square Footage)
Office		8 properties / 608,076 sqft.
Retail		1 properties / 10.500 sqft.
Industrial		1 property / 150,099 sqft.
Model Homes ⁽¹⁾		84 homes / 248.412 sqft

Portfolio Value & Debt
Book Value		$117.4 million ⁽²⁾
Existing Secured Debt		$93.7 million

(1) The Company holds partial ownership interests in several entities which own model home properties

(2) Includes book value of model homes

COMMERCIAL PORTFOLIO

	Date			Real estate assets and lease intangibles, net
Property Name	Acquired		Location	March 31, 2025		December 31, 2024
Genesis Plaza (1)		August 2010	San Diego, CA	$	7,273,346	$	7,363,571
Dakota Center (2)		May 2011	Fargo, ND		8,154,951		8,154,951
Grand Pacific Center		March 2014	Bismarck, ND		8,380,905		8,413,926
Arapahoe Center		December 2014	Centennial, CO		9,173,855		9,298,534
Union Town Center (3)		December 2014	Colorado Springs, CO		—		8,922,943
West Fargo Industrial		August 2015	Fargo, ND		6,531,693		6,599,953
300 N.P.		August 2015	Fargo, ND		2,026,816		1,963,000
Research Parkway (3)		August 2015	Colorado Springs, CO		—		2,220,284
One Park Center (4)		August 2015	Westminster, CO		5,587,080		5,580,950
Shea Center II (5)		December 2015	Highlands Ranch, CO		18,609,105		18,820,370
Mandolin (6)		August 2021	Houston, TX		4,577,635		4,600,562
Baltimore		December 2021	Baltimore, MD		8,185,279		8,241,456
Commercial properties					78,500,665		90,180,500
Model Home properties (7)		2019 - 2025	AZ, FL, TX, AL		38,865,350		37,416,000
Total real estate assets and lease intangibles, net				$	117,366,015	$	127,596,500

(1)	Genesis Plaza is owned by two tenants-in-common, NetREIT Genesis and NetREIT Genessis II, each of which own 57% and 43%, respectively, and we beneficially own an aggregate of 92.0%, based on our ownership of each entity. We have 100% ownership of NetREIT Genesis and 81.5% ownership of NetREIT Genesis II, and we have control of both entities. During July 2024, the Company completed a minority ownership conversion option as result of a death in a noncontrolling trust within NetREIT Genesis II. The Company issued the trust 78,215 shares of SQFT Series A Common Stock in exchange for their 36.4% ownership in NetREIT Genesis II, as per the original exchange agreement.
(2)	The non-recourse loan on the Dakota Center property matured on July 6, 2024. During October 2024, management has agreed with the lender to sell the property to settle the loan balance. Due to the uncertainties in the Fargo market, we have impaired the property’s book value and recorded an impairment charge of approximately $0.7 million as of September 30, 2024. During December 2024, the lender agreed to the broker the Company would use to sell the property to settle the non-recourse debt. As of March 31, 2025, the property was included in the real estate assets held for sale, net on the consolidated balance sheet. Any purchase offers will be subject to lender approval.
(3)	During February 2025, Union Town Center and Research Parkway were sold to a single buyer for a combined $16.95 million and recorded a net gain of approximately $4.2 million, net of closing costs.
(4)	During the year ended December 31, 2023, we recorded a $2.0 million impairment charge for One Park Center that reflects management’s revised estimate of the fair market value based on sales comparable of like properties in the same geographical area as well as an evaluation of future cash flows or an executed purchase sale agreement. No additional impairment was deemed necessary during the three months ended March 31, 2025.
(5)	On December 31, 2022, the lease for our largest tenant, Halliburton, expired. Halliburton was located in our Shea Center II property in Colorado, and made up approximately $536,080 of our annual base rent. Halliburton did not renew the lease and we placed approximately $1.1 million in a reserve account with our lender to cover future mortgage payments, if necessary, none of which has been used as of December 31, 2023. Our management team is working to fill the 45,535 square foot space and has leased approximately 54% of the space to other tenants and has reviewed various proposals for the remaining 46%. As of March 31, 2025, management is pursuing third party tenants who fit into our long-term plans, however, there is no guarantee we will be successful in signing new tenants.
(6)	A portion of the proceeds from the sale of Highland Court were used in like-kind exchange transactions pursued under Section 1031 of the Code for the acquisition of our Mandolin property. Mandolin is owned by NetREIT Palm Self-Storage LP, through its wholly owned subsidiary NetREIT Highland LLC, and the Company is the sole general partner and owns 61.3% of NetREIT Palm Self-Storage LP.
(7)	Includes Model Homes listed as held for sale as of March 31, 2025 and December 31, 2024. During the three months ended March 31, 2025, we recorded an impairment charge for model homes totaling $26,943, which reflects the estimated sales prices for these specific model homes. The short hold period, less than two years, and the builder changing their model style after we purchased the homes, contributed to the lower than expected sales price.

MODEL HOMES PORTFOLIO

State	No. of Properties	Aggregate Square Feet		Approximate % of Square Feet			Current Base Annual Rent		Approximate % of Aggregate Annual Rent
Alabama	9		20,804		8.4	%	$	309,456		8.7	%
Arizona	2		6,822		2.7			149,196		4.2
Florida	2		5,337		2.2	%		89,844		2.5	%
Texas	71		215,449		86.7	%		3,007,512		84.6	%
Total	84		248,412		100.0	%	$	3,556,008		100.0	%

CONSOLIDATED BALANCE SHEET

Presidio Property Trust, Inc. and Subsidiaries

Consolidated Balance Sheets

	March 31,			December 31,
	2025			2024
		(unaudited)
ASSETS
Real estate assets and lease intangibles:
Land	$	16,036,702		$	15,983,323
Buildings and improvements		103,409,116			102,862,977
Tenant improvements		16,488,963			16,488,066
Lease intangibles		3,475,531			3,776,654
Real estate assets and lease intangibles held for investment, cost		139,410,312			139,111,020
Accumulated depreciation and amortization		(34,560,209	)		(33,700,262	)
Real estate assets and lease intangibles held for investment, net		104,850,103			105,410,758
Real estate assets held for sale, net		12,515,912			22,185,742
Real estate assets, net		117,366,015			127,596,500
Other assets:
Cash, cash equivalents and restricted cash		11,956,853			8,036,496
Deferred leasing costs, net		1,431,607			1,666,135
Goodwill		1,389,000			1,389,000
Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9)		29,519			206,177
Deferred tax asset		298,645			298,645
Other assets, net (see Note 6)		2,953,277			3,376,697
Total other assets		18,058,901			14,973,150
TOTAL ASSETS (1)	$	135,424,916		$	142,569,650
LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	81,525,487		$	80,977,448
Mortgage notes payable related to properties held for sale, net		12,217,060			21,116,646
Mortgage notes payable, total net		93,742,547			102,094,094
Accounts payable and accrued liabilities		3,794,229			3,290,170
Accrued real estate taxes		1,070,006			1,972,477
Dividends payable		192,232			194,784
Lease liability, net		58,489			64,345
Below-market leases, net		7,047			8,625
Total liabilities		98,864,550			107,624,495

Commitments and contingencies (see Note 10)
Equity:
Series D Preferred Stock, $0.01 par value per share; 1,000,000 shares authorized; 984,238 shares issued and outstanding (liquidation preference $25.00 per share) as of March 31, 2025 and 997,082 shares issued and outstanding as of December 31, 2024		9,842			9,971
Series A Common Stock, $0.01 par value per share, shares authorized: 100,000,000; 12,834,317 shares and 12,834,317 shares were issued and outstanding at March 31, 2025 and December 31, 2024, respectively		128,343			128,343
Additional paid-in capital		185,805,501			185,770,842
Dividends and accumulated losses		(157,688,233	)		(159,374,010	)
Total stockholders’ equity before noncontrolling interest		28,255,453			26,535,146
Noncontrolling interest		8,304,913			8,410,009
Total equity		36,560,366			34,945,155
TOTAL LIABILITIES AND EQUITY	$	135,424,916		$	142,569,650

CONSOLIDATED STATEMENT OF OPERATIONS

Presidio Property Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

	For the Three Months Ended March 31,
	2025			2024
Revenues:
Rental income	$	4,032,429		$	4,639,726
Fees and other income		92,755			150,335
Total revenue		4,125,184			4,790,061
Costs and expenses:
Rental operating costs		1,612,642			1,563,577
General and administrative		1,661,978			2,084,450
Depreciation and amortization		1,244,104			1,351,018
Impairment of goodwill and real estate assets		26,943			95,548
Total costs and expenses		4,545,667			5,094,593
Other income (expense):
Interest expense - mortgage notes		(1,510,470	)		(1,515,206	)
Interest and other income, net		5,149			4,646
Gain on sales of real estate, net		4,453,968			2,018,095
Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9)		(176,658	)		(3,861,233	)
Income tax (expense) benefit		25,409			(79,565	)
Total other income (expense), net		2,797,398			(3,433,263	)
Net (loss) income		2,376,915			(3,737,795	)
Less: Income attributable to noncontrolling interests		(111,563	)		(1,503,868	)
Net income (loss) attributable to Presidio Property Trust, Inc. stockholders	$	2,265,352		$	(5,241,663	)
Less: Preferred Stock Series D dividends		(579,575	)		(522,032	)
Net income (loss) attributable to Presidio Property Trust, Inc. common stockholders	$	1,685,777		$	(5,763,695	)

Net income (loss) per share attributable to Presidio Property Trust, Inc. common stockholders:
Basic & Diluted	$	0.13		$	(0.47	)

Weighted average number of common shares outstanding - basic & dilutive		12,973,299			12,293,190

CONSOLIDATED STATEMENT OF CASH FLOWS

Presidio Property Trust, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

	For the Three Months Ended March 31,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	2,376,915			(3,737,795	)
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		1,244,104			1,351,018
Stock compensation		229,502			541,921
Gain on sale of real estate assets, net		(4,453,968	)		(2,018,095	)
Net loss in Conduit Pharmaceuticals fair value marketable securities		176,658			3,861,233
Net loss (gain) in fair value marketable securities		—			560
Impairment of goodwill and real estate assets		26,943			95,548
Amortization of financing costs		68,923			90,080
Amortization of below-market leases		(1,022	)		(1,244	)
Amortization of deferred leasing costs		—			1,936
Straight-line rent adjustment		(84,822	)		(91,806	)
Changes in operating assets and liabilities:
Other assets		234,327			347,695
Accounts payable and accrued liabilities		966,006			(607,021	)
Accrued real estate taxes		(902,471	)		(700,798	)
Net cash used in operating activities		(118,905	)		(866,768	)
Cash flows from investing activities:
Real estate acquisitions		(4,270,192	)		(2,238,497	)
Additions to buildings and tenant improvements		(568,555	)		(1,279,807	)
Proceeds from sale of marketable securities		—			44,602
Proceeds from sales of real estate, net		18,391,811			12,642,264
Net cash provided by investing activities		13,553,064			9,168,562
Cash flows from financing activities:
Proceeds from mortgage notes payable, net of issuance costs		2,979,052			2,367,949
Payment of debt issuance costs		(61,914	)		(18,131	)
Repayment of mortgage notes payable		(11,379,734	)		(7,860,474	)
Payment of deferred offering costs		(60,000	)		(16,745	)
Distributions to noncontrolling interests		(216,659	)		(1,803,357	)
Contributions from noncontrolling interests		—			200,000
Repurchase of Series D Preferred Stock, at cost		(194,972	)		—
Dividends paid to Series D Preferred Stockholders		(579,575	)		(522,032	)
Net cash used in financing activities		(9,513,802	)		(7,652,790	)
Net (decrease) increase in cash equivalents and restricted cash		3,920,357			649,004
Cash, cash equivalents and restricted cash - beginning of period		8,036,496			6,510,428
Cash, cash equivalents and restricted cash - end of period	$	11,956,853		$	7,159,432
Supplemental disclosure of cash flow information:
Interest paid-mortgage notes payable	$	1,335,280		$	1,432,639
Income taxes paid	$	46,511		$	—
Non-cash financing activities:
Paid building and tenant improvements from prior year	$	(207,847	)	$	(295,567	)
Unpaid building and tenant improvements	$	—		$	48,207
Dividends payable - Preferred Stock Series D	$	192,232		$	174,011

EBITDAre RECONCILIATION

	For the Three Months Ended March 31,
	2025			2024
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders	$	1,685,777		$	(5,763,695	)
Adjustments
Interest Expense		1,510,470			1,515,206
Depreciation and Amortization		1,243,082			1,349,774
Asset Impairment		26,943			95,548
Net gain on sale of real estate		(4,453,968	)		(2,018,095	)
Net loss on marketable securities		176,658			3,861,793
Income Taxes		(25,409	)		79,565

EBITDAre	$	163,553		$	(879,905	)

FFO AND CORE FFO RECONCILIATION

	For the Three Months Ended March 31,
	2025			2024
Net (loss) income attributable to Presidio Property Trust, Inc. common stockholders	$	1,685,777		$	(5,763,695	)
Adjustments:
Income attributable to noncontrolling interests		111,563			1,503,868
Depreciation and amortization		1,244,104			1,351,018
Amortization of above and below market leases, net		(1,022	)		(1,244	)
Impairment of real estate assets		26,943			95,548
Loss on marketable securities		176,658			3,861,233
Net gain on sale of real estate assets		(4,453,968	)		(2,018,095	)
FFO	$	(1,209,945	)	$	(971,367	)
Stock Based Compensation		229,502			541,921
Core FFO	$	(980,442	)	$	(429,445	)

Weighted average number of common shares outstanding - basic and diluted		12,973,299			12,293,190

Core FFO / Wgt Avg Share	$	(0.076	)	$	(0.035	)

SEGMENT DATA

The following tables compare the Company’s segment activity and NOI and adjusted NOI for Model Home income to its results of operations and financial position as of and for the three months ended March 31, 2025 and 2024, respectively. The information for Corporate and Other are presented to reconcile back to the consolidated statement of operations, but is not considered a reportable segment.

	For the Three Months Ended March 31, 2025
	Retail		Office/Industrial		Model Homes			Corporate and Other			Total

Rental revenue	$	206,439	$	2,467,551	$	915,521		$	—		$	3,589,511
Recovery revenue		56,439		386,479		—			—			442,918
Other operating revenue		400		62,362		(1,754	)		31,747			92,755
Total revenues		263,278		2,916,392		913,767			31,747			4,125,184

Rental operating costs		100,568		1,618,365		48,157			(154,448	)		1,612,642
Net Operating Income (NOI)		162,710		1,298,027		865,610			186,195			2,512,542

Gain on Sale - Model Homes		—		—		240,899			—			240,899
Impairment of Model Homes		—		—		(26,943	)		—			(26,943	)

Adjusted NOI	$	162,710	$	1,298,027	$	1,079,566		$	186,195		$	2,726,498

	For the Three Months Ended March 31, 2024

		Retail		Office/Industrial		Model Homes			Corporate and Other			Total

Rental revenue	$	382,885	$	2,364,141	$	1,243,831		$	—		$	3,990,857
Recovery revenue		107,930		540,939		—			—			648,869
Other operating revenue		62,574		56,440		25,120			6,201			150,335
Total revenues		553,389		2,961,520		1,268,951			6,201			4,790,061

Rental operating costs		139,954		1,545,563		41,230			(163,170	)		1,563,577
Net Operating Income (NOI)		413,435		1,415,957		1,227,721			169,371			3,226,484

Gain on Sale - Model Home		—		—		2,018,095			—			2,018,095
Impairment of Model Homes		—		—		(95,548	)		—			(95,548	)

Adjusted NOI	$	413,435	$	1,415,957	$	3,150,268		$	169,371		$	5,149,031

	March 31,		December 31,
Assets by Reportable Segment:	2025		2024
Office/Industrial Properties:
Land, buildings and improvements, net (1)	$	73,912,734	$	74,425,180
Total assets (2)	$	74,742,379	$	76,292,662
Model Home Properties:
Land, buildings and improvements, net (1)	$	38,865,349	$	37,416,000
Total assets (2)	$	39,778,198	$	38,166,964
Retail Properties:
Land, buildings and improvements, net (1)	$	4,577,635	$	15,743,789
Total assets (2)	$	4,772,995	$	16,673,605
Reconciliation to Total Assets:
Total assets for reportable segments	$	119,293,572	$	131,133,231
Corporate and other assets:
Cash, cash equivalents and restricted cash		4,980,910		564,922
Other assets, net		11,150,434		10,871,497
Total Assets	$	135,424,916	$	142,569,650

(1)	Includes lease intangibles and the land purchase option related to property acquisitions.

(2)	Includes land, buildings and improvements, cash, cash equivalents, and restricted cash, current receivables, deferred rent receivables and deferred leasing costs and other related intangible assets, all shown on a net basis.

DEFINITIONS –NON-GAAP MEASUREMENTS

EBITDAre - EBITDAre is defined by NAREIT as earnings before interest, taxes, depreciation, and amortization, gain or loss on disposal of depreciated assets, and impairment write-offs.

Funds from Operations (“FFO”) – The Company evaluates performance based on Funds From Operations, which we refer to as FFO, as management believes that FFO represents the most accurate measure of activity and is the basis for distributions paid to equity holders. The Company defines FFO, a non-GAAP measure, as net income or loss (computed in accordance with GAAP), excluding gains (or losses) from sales of property, hedge ineffectiveness, acquisition costs of newly acquired properties that are not capitalized and lease acquisition costs that are not capitalized plus depreciation and amortization, including amortization of acquired above and below market lease intangibles and impairment charges on properties or investments in non-consolidated REITs, and after adjustments to exclude equity in income or losses from, and, to include the proportionate share of FFO from, non-consolidated REITs.

Core Funds from Operations (“Core FFO”) – We calculate Core FFO by using FFO as defined by NAREIT and adjusting for certain other non-core items. We exclude from our Core FFO calculation acquisition costs, loss on early extinguishment of debt, changes in the fair value of the earn-out, changes in fair value of contingent consideration, non-cash warrant dividends, other non-recuring expenses, and the amortization of stock-based compensation.