UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2024, Gladstone Commercial Corporation, a Maryland corporation (the “Company”), and its operating partnership, Gladstone Commercial Limited Partnership, a majority-owned, consolidated subsidiary of the Company and a Delaware limited partnership (the “Operating Partnership”), on March 26, 2024, entered into Amendment No. 1 (“Amendment No. 1”) to the At-the-Market Equity Offering Sales Agreement dated March 3, 2023, with BofA Securities, Inc., Goldman Sachs & Co. LLC, Robert W. Baird & Co. Incorporated, KeyBanc Capital Markets Inc. and Fifth Third Securities, Inc. (each, a “Sales Agent” and together, the “Sales Agents”), pursuant to which the Company sells shares of its common stock, par value $0.001 per share (the “Shares”), from time to time through the Sales Agents, each acting as a sales agent and/or principal. Among other things, Amendment No. 1 gave effect to the Company’s filing with the SEC of a registration statement on Form S-3 (File No. 333-277877) (the “Registration Statement”), which became effective on March 21, 2024.
On August 12, 2025, the Company, the Operating Partnership, BofA Securities, Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc. and Fifth Third Securities, Inc. entered into Amendment No. 2 to the Sales Agreement (“Amendment No. 2”) which, among other things, (i) removes Robert W. Baird & Co. Incorporated as a Sales Agent and (ii) adds Huntington Securities, Inc. as a Sales Agent. After giving effect to Amendment No. 2, the Sales Agents are BofA Securities, Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc. and Fifth Third Securities, Inc.
The Shares will continue to be offered and sold by the Sales Agents pursuant to the Registration Statement, the underlying prospectus and applicable prospectus supplements thereto. As of the date hereof, we have sold approximately 6,271,144 Shares pursuant to the Registration Statement for gross proceeds of approximately $93.5 million, leaving approximately $156.5 million available to be offered under the prospectus supplement.
The foregoing description of Amendment No. 2 is a summary and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed as Exhibit 1.1 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 | |
| 1.1 | Amendment No. 2 to the At-the-Market Equity Offering Sales Agreement, dated August 12, 2025, by and among Gladstone Commercial Corporation, Gladstone Commercial Limited Partnership, BofA Securities, Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., KeyBanc Capital Markets Inc. and Fifth Third Securities, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within 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.
| Gladstone Commercial Corporation (Registrant) | ||||||
| August 12, 2025 | By: | /s/ Gary Gerson | ||||
| Gary Gerson Chief Financial Officer | ||||||