Presidio Property Trust, Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our Series A Common Stock has been listed on the Nasdaq Capital Market under the symbol "SQFT" since October 7, 2020. Our Series D Preferred Stock has been listed on the Nasdaq Capital Market under the symbol “SQFTP” since June 11, 2021. On January 24, 2022, our Series A Warrants began trading on the Nasdaq Capital Market under the symbol "SQFTW". Performance Graph Not required. Number of Common Stockholders As of March 28, 2025, there were approximately 4,600 holders of our Series A Common Stock. Dividend Payments The following is a summary of distributions declared per share of our Series A Common Stock and for our Series D Preferred Stock for the years ended December 31, 2024 and 2023. The Company intends to continue to pay dividends to our common stockholders on a quarterly basis, and on a monthly basis for holders of Series D Preferred Stock going forward, but there can be no guarantee the Board of Directors will approve any future cash dividends. Series A Common Stock Quarter Ended 2024 2023 Distributions Declared Distributions Declared March 31 $ — $ 0.022 June 30 — 0.023 September 30 — 0.023 December 31 — 0.023 Total $ — $ 0.091 44 Table of Contents Series D Preferred Stock Month 2024 2023 Distributions Declared Distributions Declared January $ 0.19531 $ 0.19531 February 0.19531 0.19531 March 0.19531 0.19531 April 0.19531 0.19531 May 0.19531 0.19531 June 0.19531 0.19531 July 0.19531 0.19531 August 0.19531 0.19531 September 0.19531 0.19531 October 0.19531 0.19531 November 0.19531 0.19531 December 0.19531 0.19531 Total $ 2.34372 $ 2.34372 Dividend Policy We plan to pay at least 90% of our annual REIT taxable income to our stockholders in order to maintain our status as a REIT. We intend to continue to declare dividends, however, we cannot provide any assurance as to the amount or timing of future dividends. Our goal is to make cash dividend distributions out of our operating cash flow and proceeds from the sale of properties. During 2024, we did not paid dividends to holders of our Series A Common Stock. During 2023, we paid dividends to our holders of Series A Common Stock of approximately $1.2 million. To the extent that we pay dividends in excess of our earnings and profits, as computed for federal income tax purposes, these dividends will represent a return of capital, rather than a dividend, for federal income tax purposes. Dividends that are treated as a return of capital for federal income tax purposes generally will not be taxable as a dividend to a U.S. stockholder, but will reduce the stockholder’s basis in its shares (but not below zero) and therefore can result in the stockholder having a higher gain upon a subsequent sale of such shares. Return of capital dividends in excess of a stockholder’s basis generally will be treated as gain from the sale of such shares for federal income tax purposes. We provide each of our stockholders a statement detailing dividends paid during the preceding year and their characterization as ordinary income, capital gain or return of capital annually. During the years ended December 31, 2024 and December 31, 2023, all dividends to holders of our Series A Common Stock were non-taxable as they were considered return of capital to the stockholders. 45 Table of Contents Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities While we will continue to pursue value creating investments, the Board of Directors believes there is significant embedded value in our assets that is yet to be realized by the market. Therefore, returning capital to stockholders through a repurchase program is an attractive use of capital currently. On September 15, 2022, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock, which expired in September 2023. In November 2023, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock which expired in November 2024. During the year ended December 31, 2023, the Company repurchased 23,041 shares of our Series D Preferred Stock at an average price of approximately $16.06 per share, including a commission of $0.035 per share, and no shares of our Series A Common Stock, for a total cost of $0.4 million for the Series D Preferred Stock. In December 2024, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock, which shall expire in December 2025. During the year ended December 31, 2024, we repurchased 190,640 shares of our Series A Common Stock, for a total cost of $140,416, with an average price of approximately $1.10 per share, including a commission of $0.025 per share. During the year ended December 31, 2024, the Company repurchased 2,918 shares of our Series D Preferred Stock at an average price of approximately $14.02 per share, including a commission of $0.035 per share, for a total cost of $40,910 for the Series D Preferred Stock. Any repurchased shares are treated as authorized and unissued in accordance with Maryland law and shown as a reduction of stockholders’ equity at cost. The following tables contain information for shares of Series A Common Stock and Series D Preferred Stock repurchased during the year ended December 31, 2024. Series A Common Stock: Month Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs January 2024 — $ — — $ 6,000,000 February 2024 — — — 6,000,000 March 2024 — — — 6,000,000 April 2024 — — — 6,000,000 May 2024 — — — 6,000,000 June 2024 10,446 0.729 10,446 5,992,387 July 2024 — — — 5,992,387 August 2024 44,190 0.679 44,190 5,962,369 September 2024 83,073 0.719 83,073 5,902,606 October 2024 — — — 5,717,340 November 2024 — — — 5,717,340 December 2024 (1) 52,931 0.81 52,931 5,956,977 Total 190,640 $ 0.74 190,640 $ 5,956,977 (1) On December 19, 2024, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock which shall expire in December 2025. 46 Table of Contents Series D Preferred Stock: Month Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs January 2024 — $ — — $ 4,000,000 February 2024 — — — 4,000,000 March 2024 — — — 4,000,000 April 2024 — — — 4,000,000 May 2024 — — — 4,000,000 June 2024 — — — 4,000,000 July 2024 — — — 4,000,000 August 2024 — — — 4,000,000 September 2024 — — — 4,000,000 October 2024 — — — 4,000,000 November 2024 — — — 4,000,000 December 2024 (1) 2,918 $ 14.02 2,918 3,959,090 Total 2,918 $ 14.02 2,918 $ 3,959,090 (1) On December 19, 2024, the Board of Directors authorized a stock repurchase program of up to $6.0 million of outstanding shares of our Series A Common Stock and up to $4.0 million of our Series D Preferred Stock which shall expire in December 2025. ITEM 6. RESERVED Not required. 47 Table of Contents