5 unchanged sentences
b) Management’s Annual Report on Internal Control Over Financial Reporting
−Removed: Refer to Management’s Report on Internal Controls over Financial Reporting located in Item 8 of this Annual Report on Form 10-K.
+Added: Refer to Report of Management on Internal Control over Financial Reporting located in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
c) Attestation Report of the Registered Public Accounting Firm
−Removed: Refer to the Report of Independent Registered Public Accounting Firm located in Item 8 of this Annual Report on Form 10-K.
+Added: Refer to the Report of Independent Registered Public Accounting Firm located in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
d) Changes in Internal Control over Financial Reporting
1 unchanged sentence
Other Information.
+Added: During the three months ended December 31, 2023, no officer or director of the Company adopted or terminated any “Rule 10b5-1 trading agreement” or any “non-Rule 10b5-1 trading agreement,” as each item is defined in Item 408 of Regulation S-K.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
4 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by Item 10 is hereby incorporated by reference from our 2023 Proxy Statement under the captions “ Election of Directors to Class of 2026, ” “ Information Regarding the Board of Directors and Corporate Governance, ” “ Compensation Committee Report, ” “ Executive Officers ,” and sub-caption “ Code of Business Conduct and Ethics, ” as well as from the information disclosed under the caption “Code of Ethics” included in Part I, Item 1 of this Annual Report on Form 10-K.
+Added: The information required by Item 10 is hereby incorporated by reference from our 2024 Proxy Statement under the captions “ Election of Directors to Class of 2027, ” “ Information Regarding the Board of Directors and Corporate Governance, ” “ Compensation Committee Report, ” “ Executive Officers ,” and sub-caption “ Code of Ethics and Business Conduct, ” as well as from the information disclosed under the caption “Code of Ethics” included in Part I, Item 1 of this Annual Report on Form 10-K.
Executive Compensation.
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1 The following financial statements are filed herewith:
−Removed: Report of Management on Internal Controls over Financial Reporting
+Added: Report of Management on Internal Control over Financial Reporting
Report of Independent Registered Public Accounting Firm
18 unchanged sentences
001-33097), filed December 1, 2016.
+Added: 3.5 Third Amendment to Bylaws of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-33097), filed October 10, 2023.
3.6 Articles Supplementary, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No.
48 unchanged sentences
001-33097), filed July 27, 2020.
−Removed: 10.12 Seventh Amended and Restated Investment Advisory Agreement by and between the Registrant and Gladstone Management Corporation (filed herewith).
−Removed: 10.13 Dealer Manager Agreement, dated as of February 20, 2020, by and between the Registrant and Gladstone Securities, LLC, incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No.
−Removed: 001-33097), filed February 20, 2020.
−Removed: 10.14 First Amendment to Dealer Manager Agreement, dated as of February 9, 2023, by and between the Registrant and Gladstone Securities, LLC, incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 10.12 Seventh Amended and Restated Investment Advisory Agreement by and between the Registrant and Gladstone Management Corporation , incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K (File No.
001-33097), filed February 22, 2023.
+Added: 10.13 Eighth Amended and Restated Investment Advisory Agreement, dated July 11, 2023, by and between the Registrant and Gladstone Management Corporation, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No.
+Added: 001-33097), filed August 8, 2023.
21 List of Subsidiaries of the Registrant (filed herewith).
4 unchanged sentences
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
−Removed: 99.1 Estimated Value Methodology for Series F Cumulative Redeemable Preferred Stock as of December 31, 2022.
+Added: 97.1 Gladstone Commercial Corporation Compensation Recoupment Policy (filed herewith).
+Added: 99.1 Estimated Value Methodology for Series F Cumulative Redeemable Preferred Stock as of December 31, 2023 (filed herewith).
101.INS* XBRL Instance Document
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* Attached as Exhibit 101 to this Annual Report on Form 10-K are the following materials, formatted in XBRL (eXtensible Business Reporting Language):
−Removed: (i) the Consolidated Balance Sheets as of December 31, 2022 and December 31, 2021, (ii) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2022, 2021 and 2020, (iii) the Consolidated Statements of Stockholders' Equity for the years ended December 31, 2022, 2021 and 2020, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020 and (v) the Notes to Consolidated Financial Statements.
+Added: (i) the Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022, (ii) the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2023, 2022 and 2021, (iii) the Consolidated Statements of Equity for the years ended December 31, 2023, 2022 and 2021, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021 and (v) the Notes to Consolidated Financial Statements.
Form 10-K Summary.
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Terry Lee Brubaker
−Removed: Vice Chairman, Chief Operating Officer and Director
+Added: Chief Operating Officer and Director
February 21, 2024 By:
18 unchanged sentences
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.