What changed in this filing

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Item 1. Business

2026-03-09 compared with 2025-02-11 · 66 added, 69 removed, 232 unchanged (37% of the section changed)

11 unchanged sentences

The principal revenue sources for our real estate operations include rental income from real estate leasing, property dispositions and fee income from asset/property management and development.

We invest in infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets.

Our current strategy is to focus on infill and central business district office properties in the United States sunbelt and mountain west regions as well as select opportunistic markets.

We believe that the United States sunbelt and mountain west regions have macro-economic drivers that have the potential to increase occupancies and rents.

We seek value-oriented investments with an eye towards long-term growth and appreciation, as well as current income.

We are focused on long-term growth and appreciation.

Previously we also operated in an investment banking segment, which was discontinued in December 2011.

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We may also pursue on a selective basis the sale of our properties to take advantage of the value creation and demand for our properties, or for geographic or property specific reasons.

As of December 31, 2024, we owned and operated a portfolio of real estate consisting of 14 properties, which we refer to as our owned properties, and a non-controlling common stock interest in the corporation that is the sole member of FSP Monument Circle LLC, which was organized to operate as a real estate investment trust and which we refer to as the Sponsored REIT or Monument Circle.

The Sponsored REIT was consolidated in our financial statements effective January 1, 2023.

We refer to these 15 properties as our owned and consolidated properties.

As of December 31, 2025, we owned and operated a portfolio of real estate consisting of 14 properties, which we refer to as our owned properties.

We derive rental revenue from income paid to us by tenants of these properties.

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Neither FSP Investments LLC nor FSP Property Management LLC receives any rental income.

We had a non-controlling common stock interest in the corporation that was the sole member of FSP Monument Circle LLC, which we refer to as the Sponsored REIT or Monument Circle.

The Sponsored REIT was organized to operate as a real estate investment trust and was consolidated in our financial statements effective January 1, 2023.

property held by the Sponsored REIT was sold on June 6, 2025 and Monument Circle and the corporation that had been its sole member were dissolved on December 9, 2025.

Sustainability

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Long-Term Impact of COVID-19 Pandemic

Considerable uncertainty still surrounds the long-term impact of the COVID-19 pandemic and its potential effects on the population, including the spread of more contagious variants of the virus, and on the commercial real estate market and our business.

Uncertainty still surrounds the long-term impact of the COVID-19 pandemic on the commercial real estate market and our business.

Many of our tenants still do not fully occupy the space that they lease.

The impact of the COVID-19 pandemic continues to present material uncertainty and risk with respect to the performance of our properties and our financial results, such as the potential negative impact to the businesses of our tenants, the impact of work-from-home and return-to-work policies, the potential negative impact to leasing efforts and occupancy at our properties, uncertainty regarding future rent collection levels or requests for rent concessions from our tenants, the occurrence of a default under any of our debt agreements, the potential for increased borrowing costs, negative impacts on our ability to refinance existing indebtedness or to secure new sources of capital on favorable terms, fluctuations in our level of dividends, increased costs of operations, making more difficult our ability to complete required capital expenditures in a timely manner and on budget, decreases in values of our real estate assets, changes in law and/or regulation, and uncertainty regarding government and regulatory policy.

We are unable to estimate the full extent of the long-term impact that the COVID-19 pandemic will have on our future financial results at this time.

We are unable to estimate the full extent of the long-term impact that the COVID-19 pandemic has had and will have on our future financial results at this time.

See “Item 1A.

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Investment Objectives

Our investment objectives are to increase shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties and increase the cash available for distribution in the form of dividends to our stockholders.

Our investment objectives are to increase shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties.

We expect that we will continue to derive real estate revenue from owned properties.

We continue to believe that the current price of our common stock does not accurately reflect the intrinsic value of our underlying real estate assets and we will seek to increase shareholder value by (1) pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease vacant space.

As we continue to execute our strategy of select property dispositions and striving to lease vacant space, our revenue, Funds From Operations, and capital expenditures may decrease.

Proceeds from dispositions are intended to be used primarily for the repayment of debt.

Although our property portfolio is focused on properties in the central business districts of Dallas, Denver, Houston and Minneapolis, we may acquire, and have acquired, real properties in any geographic area of the United States and of any property type.

Our 15 owned and consolidated office properties are located in four different states as of December 31, 2024.

Although our property portfolio is focused on properties in the central business districts of Dallas, Denver, Houston and Minneapolis, we may acquire, and have acquired in the past, real properties in any geographic area of the United States and of any property type.

Our 14 owned office properties are located in three different states as of December 31, 2025.

See Item 2 of this Annual Report on Form 10-K for more information about our properties.

Our investment objectives are to create shareholder value by increasing revenue from rental, dividend, interest and fee income and net gains from sales of properties and increase the cash available for distribution in the form of dividends to our stockholders.

We expect that we will continue to derive real estate revenue from owned properties and the Sponsored REIT fees from asset management, property management and investor services.

Our investment objectives are to create shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties.

We expect that we will continue to derive real estate revenue from owned properties and property management services.

We may also acquire additional real properties.

As a result, from time to time, as market conditions warrant, we expect to sell properties owned by us.

On June 6, 2025, we sold an office property located in Indianapolis, Indiana for a gross sale price of $6 million, at a loss of $12.9 million.

On January 26, 2024, we sold an office property located in Richardson, Texas for a gross sales price of $35.0 million, at a loss of approximately $2.1 million.

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On August 9, 2023, we sold a property in Charlotte, North Carolina for a gross sales price of $9.2 million at a loss of $0.8 million.

October 26, 2023, we sold an office property located in Plano, Texas for a gross sales price of $48 million at a gain of $10.6 million.

On October 26, 2023, we sold an office property located in Plano, Texas for a gross sales price of $48 million at a gain of $10.6 million.

On December 6, 2023, we sold an office property located in Miami, Florida for a gross sales price of $68.0 million at a loss of approximately $18.9 million.

In 2022, we sold two office properties located in Broomfield, Colorado for aggregate gross sales proceeds of $102.5 million at a gain of $24.1 million and one office property located in Evanston, Illinois for gross sale proceeds of $27.8 million at a gain of $3.4 million.

Historically, we relied on the following general principles in selecting real properties for acquisition:

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● we aggressively manage, maintain and upgrade our properties and refuse to neglect or undercapitalize management, maintenance and capital improvement programs;

● we believe that we have the ability to hold properties through down cycles because we generally do not have mortgage debt on the Company, which could place the properties at risk of foreclosure.

As of February 7, 2025, none of our owned properties were subject to mortgage debt.

Strategic Review Process

In May 2025, we announced that our Board of Directors had initiated a review of strategic alternatives in order to explore ways to maximize shareholder value.

Throughout the strategic review process, the Board of Directors and management directed its financial advisors to evaluate a broad range of strategic alternatives, including:

• Portfolio-level transactions

• Individual asset dispositions

• Joint venture structures

• Corporate-level transactions

• Liquidation scenarios

• Refinancing alternatives

During the period from the commencement of the strategic review process to the date of this Annual Report:

• Transaction volume across many of our primary submarkets remained historically low.

• Where transactions occurred, activity was frequently concentrated in lender-controlled or distressed situations and at pricing levels not reflective of stabilized intrinsic valuations.

• Institutional capital in the office sector remained highly selective nationally, primarily targeting trophy or newly delivered assets in select gateway markets, or deeply discounted properties in distress scenarios.

As a result, reported transaction pricing may be influenced by a limited number of transactions that are not necessarily reflective of actual achievable values on our assets.

• Lending liquidity for office assets in similar markets and with comparable occupancy profiles and lease maturities has been significantly constrained relative to historical norms, further limiting the ability to execute transactions at pricing levels consistent with long-term asset values.

On February 26, 2026, we closed a $320 million secured credit facility with an affiliate of TPG Credit.

We repaid in full all of our then outstanding approximately $249 million aggregate principal amount of indebtedness with borrowings under the facility.

The facility has an original stated maturity of February 26, 2029, subject to potential extension of up to one year at our option, subject to certain conditions.

The facility includes up to $45 million of delayed draw term loans, which, subject to certain conditions, may be used to fund tenant improvements, leasing commissions, building improvements and other uses approved by the lender.

See Note 12, Subsequent Events, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information on the facility.

We continue to believe that the intrinsic value of our real estate portfolio exceeds our current public market valuation.

However, our ability to realize that value is dependent upon transaction and financing liquidity in the relevant capital markets and property submarkets, including for assets of similar quality, occupancy levels, and weighted average lease terms.

Based on market evidence, transaction comparables, and discussions with potential counterparties, we, in consultation with our professional advisors, have determined that, to date, market conditions have not been supportive of transactions at pricing levels that would reasonably reflect the intrinsic value of our assets.

Accordingly, we believe that

pursuing asset sales or liquidation under such market conditions would likely not maximize value for our shareholders.

We believe that current transaction activity in many office markets continues to reflect limited capital availability and highly selective buyer demand rather than the underlying long-term value of institutional quality assets.

Our review of potential strategic alternatives remains ongoing and continues to include evaluation of a range of alternatives, including asset sales.

With respect to our real estate investments, we face competition in each of the markets where our properties are located.

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Human Capital

We had 28 employees as of both February 7, 2025 and December 31, 2024.

We had 28 employees as of both March 5, 2026 and December 31, 2025.

Women represent 46.4% of our employees, of which 38.5% hold management level/leadership roles.

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Information about our Directors

The following table sets forth the names, ages and positions of all our directors as of February 7, 2025.

The following table sets forth the names, ages and positions of all our directors as of March 5, 2026.

Chief Executive Officer and Chairman of the Board

Burke (1) (2) (3) (4)

Kenneth Hoxsie (1) (3) (6)

McGillicuddy (1) (3) (6)

Georgia Murray (2) (3) (7)

Bruce Schanzer (1)

Jennifer Bitterman (1) (2)

(1) Member of the Audit Committee

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Carter served as Managing Director in charge of marketing at First Winthrop Corporation, a national real estate and investment banking firm headquartered in Boston, Massachusetts.

Prior to that, he held a number of positions in the brokerage industry including those with Merrill Lynch & Co.

Prior to that, he

held a number of positions in the brokerage industry including those with Merrill Lynch & Co.

and Loeb Rhodes & Co.

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in Taxation and studied undergraduate accounting at Bentley University.

Hansen, age 53, has been a Director of FSP Corp.

Since 2007, Mr.

Hansen has served as President and Chief Operating Officer of Confluence Investment Management LLC, a St.

Louis based Registered Investment Advisor.

Prior to founding Confluence in 2007, Mr.

Hansen served as a Managing Director in A.G.

Edwards’ Financial Institutions & Real Estate Investment Banking practice.

While at A.G.

Hansen advised a wide variety of Real Estate Investment Trusts on numerous capital markets transactions, including public and private offerings of debt and equity securities as well as the analysis of various merger & acquisition opportunities.

Prior to joining A.G.

Hansen served as a Manager in Arthur Andersen LLP’s Audit & Business Advisory practice.

Hansen has served on the boards of a number of non-profit entities and currently serves on the Finance Council and as the Investment Committee Chair of the Archdiocese of St.

Hansen earned his M.B.A.

from the Kellogg School

of Management at Northwestern University and his Bachelor of Science in Commerce from DePaul University.

Hansen is a Certified Public Accountant.

Hoxsie, age 74, has been a Director of FSP Corp.

since January 2016 and Chair of the Nominating and Corporate Governance Committee since February 2021.

Hoxsie was a Partner at the international law firm of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) until his retirement in December 2015.

He joined Hale and Dorr (the predecessor of WilmerHale) in 1981, subsequently worked at Copley Real Estate Advisors, an institutional real estate investment advisory firm, and rejoined Hale and Dorr in 1994.

Hoxsie has over 30 years’ experience in real estate capital markets transactions, fund formation, public company counseling and mergers and acquisitions and has advised the Company since its formation in 1997.

Hoxsie earned his J.D.

(Cum Laude) from Harvard Law School, his M.A.

from Harvard University and his B.A.

(Summa Cum Laude) from Amherst College, where he was elected to Phi Beta Kappa.

McGillicuddy, age 84, has been a Director of FSP Corp.

since May 2002.

since 2002 and Chair of the Nominating and Corporate Governance Committee since May 2025.

McGillicuddy graduated from the University of Florida with a B.A.

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Murray is a graduate of Newton College.

Schanzer, age 56, has been a Director of FSP Corp.

since November 2024.

Schanzer is Chairman and Chief Investment Officer of Erez Asset Management, a fund manager focused on investment opportunities in small market cap REITs.

Prior to forming Erez Asset Management in August 2022, Mr.

Schanzer was President, Chief Executive Officer and a director of Cedar Realty Trust (NYSE:

CDR), a real estate investment trust focused on the ownership, operation and redevelopment of shopping centers in the Washington, D.C.

to Boston corridor, from June 2011 to August 2022.

Before joining Cedar in 2011, he was a managing director in the real estate investment banking group at Goldman Sachs & Co and prior thereto a vice president at Merrill Lynch.

Before working on Wall Street, Bruce worked as a real estate attorney in New York.

He received an M.B.A.

in finance and accounting from the University of Chicago (now known as the Booth School of Business);

from Benjamin N.

Cardozo School of Law, where he served as a member of the Law Review;

from Yeshiva College, where he is currently a member of the board of trustees of Sym Schools of Business.

He is also presently a member of the board of trustees of SAR Academy in Riverdale, NY and the board of advisors of New York Medical College.

Schanzer previously served as a member of the board of governors of the National Association of Real Estate Investment Trusts.

Jennifer Bitterman, age 42, has been a Director of FSP Corp.

since October 2025.

Bitterman has served as the Chief Financial Officer at GSA Group, a global leader in real estate asset and funds management in the student housing sector, since June 2025 and on the Executive Leadership Team of The Dot Group, a global leader in student living, since June 2025.

Bitterman has two decades of experience spanning asset management, transaction, capital markets and compliance.

Before joining GSA Group, Ms.

Bitterman was Chief Financial Officer at Andover Properties, one of the largest private owner-operators of self-storage facilities in the United States, from July 2023 to May 2025.

Prior to Andover Properties, Ms.

Bitterman worked for over a decade at Cedar Realty Trust, a NYSE publicly traded real estate investment trust, where she held various positions, including the position of Chief Financial Officer.

Prior to Cedar Realty Trust, Ms.

Bitterman held roles at Morgan Stanley within its Asset Management Team, Credit Suisse covering equity REITs and at PwC.

Bitterman also serves as an Advisory Board Member for the Weiser Center for Real Estate at the Stephen M.

Ross School of Business at the University of Michigan and at the Cold Spring Harbor Laboratory.

Bitterman previously served on the Board and was Audit Committee Chairperson of the Dreamscape Companies.

Bitterman has a BBA with high distinction from the Stephen M.

Ross School of Business at the University of Michigan.

Wilkins, Jr., age 78, has been a Director of FSP Corp.

since February 2022 and Chair of the Compensation Committee since January 2025.

since 2022 and Chair of the Compensation Committee since January 2025.

Wilkins served as an investment advisor with RBF Wealth Advisors in St.

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Information about our Executive Officers

The following table sets forth the names, ages and positions of all our executive officers as of February 7, 2025.

The following table sets forth the names, ages and positions of all our executive officers as of March 5, 2026.

Chief Executive Officer and Chairman of the Board

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business