Item 1A. Risk Factors
Item 1A. Risk Factors.
Other than as set forth below, there have been no material changes to the risk factors disclosed in Part I, Item 1A, "Risk Factors," of the 2025 10-K. The following risk factor supersedes and replaces the risk factor titled " Loss of key management personnel " disclosed in the 2025 10-K:
Loss of key management personnel.
Our success depends to a significant extent upon the continuing efforts of Gary Fitlin, our Chief Executive Officer and Chief Financial Officer, who is currently the Company's only remaining full-time employee. On August 7, 2026, the Company entered into a Separation Agreement with Peter Pitsiokos, the Company's former Chief Operating Officer, providing for the termination of Mr. Pitsiokos' employment with the Company effective October 2, 2026. Following that termination, the Company has only one full-time employee, Mr. Fitlin, to oversee the Company's efforts to seek entitlements, market and sell its remaining properties, and wind up its affairs through the completion of the liquidation. We have programs in place that have been designed to motivate, reward and retain Mr. Fitlin, including an employment agreement and our Retention Bonus Plan. Nevertheless, the loss or unavailability of Mr. Fitlin due to retirement, resignation, illness, or otherwise could have a material adverse effect on our business, financial condition and results of operations in general, and our efforts to position our properties to maximize values and distributions to shareholders in particular, if we are unable to retain Mr. Fitlin, and this risk is heightened because the Company no longer has another executive officer available to assume his responsibilities on an interim basis. In addition, the Company's controller resigned as a full-time employee as of February 28, 2025. The former controller continues to provide certain services to the Company under the terms of a consulting agreement dated as of March 1, 2025 (the "Consulting Agreement"). Nevertheless, the Company may find it necessary to hire another person to perform certain functions not covered by the Consulting Agreement and be prepared to assume such functions that are covered by the Consulting Agreement in the event the Consulting Agreement is terminated. If the Company is required to hire such additional person, the cost of doing so could have a material adverse effect on our business, financial condition and results of operations in general. The Company may also need to hire additional personnel to replace some or all of the functions previously performed by Mr. Pitsiokos, and the failure to do so in a timely manner, or the cost of doing so, could have a material adverse effect on our business, financial condition and results of operations.
Items 2 through 5 are not applicable to the Company in the six-months ended June 30, 2026.
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Item 6. Exhibits.
3.1
Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1)
3.2
Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC (2)
10.1
Amended and Restated Retention Bonus Plan (3)
10.2
Amendment No. 2 to the Retention Bonus Plan (4)
10.3
Amendment No. 3 to the Retention Bonus Plan (5)
10.4
Amendment No. 4 to the Retention Bonus Plan (6)
10.5
Cooperation Agreement, dated July 26, 2023, among the Company, Leap Tide Capital Management LLC and Jan Loeb (7)
10.6
Amendment No. 5 to the Retention Bonus Plan (8)
10.7
Nonqualified Deferred Compensation Plan (9)
10.8
Restricted Stock Plan (8)
10.9
Purchase and Sale Agreement dated July 30, 2025 between GSD Flowerfield LLC and B2K Smithtown LLC (16)
10.10
First Amendment dated October 28, 2025 to Purchase and Sale Agreement between GSD Flowerfield LLC and B2K Smithtown LLC (17)
10.11
Second Amendment dated as of January 6, 2026 to Purchase Agreement dated July 30, 2025 between GSD Flowerfield LLC and B2K Smithtown LLC (18)
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (14)
32.1
CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (15)
99.1
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated February 6, 2024 (10)
99.2
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated October 11, 2024 (11)
99.3
Petitioners’ Notice of Appeal, received October 28, 2024 (13)
99.4
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated March 17, 2025 (13)
99.5
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated March 21, 2025 (12)
99.6
Petitioners’ Notice of Appeal, received April 16, 2025 (13)
99.7
Current Report on Form 8-K dated August 7, 2026, reporting the Separation Agreement with Peter Pitsiokos (19)
101.INS Inline XBRL Instance (14)
101.SCH Inline XBRL Taxonomy Extension Schema (14)
101.CAL Inline XBRL Taxonomy Extension Calculation (14)
101.DE Inline XBRL Taxonomy Extension Definition (14)
101.LAB Inline XBRL Taxonomy Extension Labels (14)
101.PRE Inline XBRL Taxonomy Extension Presentation (14)
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104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)
Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2013.
(2)
Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on September 1, 2015.
(3)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 26, 2016.
(4)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2018.
(5)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 2, 2018.
(6)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2022.
(7)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2023.
(8)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2023.
(9)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 13, 2019.
(10)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 9, 2024.
(11)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 19, 2024.
(12)
Incorporated herein by reference to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 28, 2025.
(13)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2025.
(14)
Filed as part of this report.
(15)
Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K. This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.
(16)
Incorporated herein by reference to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on August 4, 2025.
(17)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on November 10, 2025.
(18)
Incorporated herein by reference to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on January 12, 2026.
(19)
Incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 7, 2026.
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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, thereunto duly authorized.
GYRODYNE, LLC
Date: August 13, 2026
/s/ Gary Fitlin
By Gary Fitlin
President and Chief Executive Officer
Chief Financial Officer and Treasurer
EXHIBIT INDEX
3.1
Articles of Organization of Gyrodyne, LLC, dated as of October 3, 2013 (1)
3.2
Amended and Restated Limited Liability Company Agreement of Gyrodyne, LLC (2)
10.1
Amended and Restated Retention Bonus Plan (3)
10.2
Amendment No. 2 to the Retention Bonus Plan (4)
10.3
Amendment No. 3 to the Retention Bonus Plan (5)
10.4
Amendment No. 4 to the Retention Bonus Plan (6)
10.5
Cooperation Agreement, dated July 26, 2023, among the Company, Leap Tide Capital Management LLC and Jan Loeb (7)
10.6
Amendment No. 5 to the Retention Bonus Plan (8)
10.7
Nonqualified Deferred Compensation Plan (9)
10.8
Restricted Stock Plan (8)
10.9
Purchase and Sale Agreement dated July 30, 2025 between GSD Flowerfield LLC and B2K Smithtown LLC (16)
10.10
First Amendment dated October 28, 2025 to Purchase and Sale Agreement between GSD Flowerfield LLC and B2K Smithtown LLC (17)
10.11
Second Amendment dated as of January 6, 2026 to Purchase Agreement dated July 30, 2025 between GSD Flowerfield LLC and B2K Smithtown LLC (18)
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (14)
32.1
CEO and CFO Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (15)
99.1
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated February 6, 2024 (10)
99.2
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated October 11, 2024 (11)
99.3
Petitioners’ Notice of Appeal, received October 28, 2024 (13)
99.4
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated March 17, 2025 (13)
99.5
Short Form Order of the Supreme Court of the State of New York, Suffolk County, dated March 21, 2025 (12)
99.6
Petitioners’ Notice of Appeal, received April 16, 2025 (13)
99.7
Current Report on Form 8-K dated August 7, 2026, reporting the Separation Agreement with Peter Pitsiokos (19)
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101.INS Inline XBRL Instance (14)
101.SCH Inline XBRL Taxonomy Extension Schema (14)
101.CAL Inline XBRL Taxonomy Extension Calculation (14)
101.DE Inline XBRL Taxonomy Extension Definition (14)
101.LAB Inline XBRL Taxonomy Extension Labels (14)
101.PRE Inline XBRL Taxonomy Extension Presentation (14)
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)
Incorporated herein by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 21, 2013.
(2)
Incorporated herein by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A12B filed with the Securities and Exchange Commission on September 1, 2015.
(3)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 26, 2016.
(4)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 31, 2018.
(5)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 2, 2018.
(6)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 11, 2022.
(7)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 1, 2023.
(8)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 11, 2023.
(9)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 13, 2019.
(10)
Incorporated herein by reference to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 9, 2024.
(11)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on November 19, 2024.
(12)
Incorporated herein by reference to the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 28, 2025.
(13)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2025.
(14)
Filed as part of this report.
(15)
Furnished herewith in accordance with Item 601(b)(32) of Regulation S-K. This Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certification will not be deemed incorporated by reference into any filings under the Securities Act, expect to the extent that the registrant specifically incorporates it by reference.
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(16)
Incorporated herein by reference to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on August 4, 2025.
(17)
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q with the Securities and Exchange Commission on November 10, 2025.
(18)
Incorporated herein by reference to the Company’s Current Report on Form 8-K with the Securities and Exchange Commission on January 12, 2026.
(19)
Incorporated herein by reference to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 7, 2026.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.