Presidio Property Trust, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-14(c). In designing and evaluating the disclosure controls and procedures, Management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and Management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Furthermore, we do not believe that these controls have been impacted by COVID-19 related circumstances, including remote work arrangements with our employees. Management’s Report on Internal Control over Financial Reporting Our Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our Management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on our evaluation under the framework in Internal Control — Integrated Framework, our Management concluded that our internal control over financial reporting was effective as of December 31, 2025. This annual report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding our internal control over financial reporting as such report is not required for the Company. ITEM 9B. OTHER INFORMATION During the three months ended December 31, 2025 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 64 Table of Contents Part III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Except as set forth below, the information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Section 16 (a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 pursuant to Regulation 14A, and is incorporated herein by reference. Insider Trading Policy The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of its securities by its directors, officers, employees and independent contractors that the Company believes is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the Company. Directors, executive officers, employees and other related persons may not buy, sell or engage in other transactions in the Company’s shares while aware of material non-public information; buy or sell securities of other companies while aware of material non-public information about those companies that they became aware of as a result of business dealings between the Company and those companies; or disclose material non-public information to any unauthorized persons outside of the Company. The policy also restricts trading and other transactions for a limited group of Company employees (including executives and directors) to defined window periods that follow the Company's quarterly earnings releases and restricts trading and other transactions following announcement of a share repurchase program. A copy of such policy is filed hereto as Exhibit 19.1. ITEM 11. EXECUTIVE COMPENSATION The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 pursuant to Regulation 14A, and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item will be set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 pursuant to Regulation 14A, and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 pursuant to Regulation 14A, and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 pursuant to Regulation 14A, and is incorporated herein by reference. 65 Table of Contents PART IV ITEM 15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES (1) Financial Statements - the following documents are filed as part of this report: • Report of Independent Registered Public Accounting Firm • Consolidated Balance Sheets as of December 31, 2025 and 2024 • Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 • Consolidated Statements of Equity for the years ended December 31, 2025 and 2024 • Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 • Notes to Consolidated Financial Statements (2) Financial Statement Schedules - the following documents are filed as part of this report: • Schedule III - Real Estate Assets and Accumulated Depreciation and Amortization as of December 31, 2025 All other financial statement schedules have been omitted for the reason that the required information is presented in the financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable. 66 Table of Contents (3) Exhibits - an index to the Exhibits as filed as part of this Form 10-K is set forth below. Number Description 3.1 Articles of Merger filed with the Maryland State Department of Assessments and Taxation and the California Secretary of State on August 4, 2010 (incorporated by reference to Exhibit 3.03 of the Company’s Current Report on Form 8-K filed on August 10, 2010). 3.2 Articles of Amendment and Restatement of the Articles of Incorporation, dated as of July 30, 2010 (incorporated by reference to Exhibit 3.01 of the Company’s Current Report on Form 8-K filed on August 10, 2010). 3.3 Articles Supplementary filed on August 4, 2014 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on August 8, 2014). 3.4 Articles of Amendment of Presidio Property Trust, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 19, 2017). 3.5 Articles Supplementary classifying and designating the Series C Common Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on July 31, 2020). 3.6 Articles of Amendment effecting the reverse stock split (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on July 31, 2020). 3.7 Articles Supplementary classifying and designating 805,000 shares of the Series D Preferred Stock (incorporated by reference to the Company’s Form 8-A12B filed on June 9, 2021). 3.8 Articles Supplementary classifying and designating an additional 115,000 shares of the Series D Preferred Stock (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K filed on June 15, 2021). 3.9 Articles Supplementary relating to election to be subject to Section 3-803 of the Maryland General Corporation Law (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 22, 2024). 3.10 Articles Supplementary classifying and designating an additional 80,000 shares of the Series D Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on June 24, 2024). 3.11 Articles of Amendment effecting the reverse stock split (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 16, 2025). 3.12 Second Amended and Restated Bylaws of Presidio Property Trust, Inc. (incorporated by reference to Exhibit 3.2 of the Company’ s Current Report on Form 8-K filed on October 19, 2017). 4.1 Form of Series A Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 10-12B filed on May 6, 2008). 4.2 Description of Securities * 4.3 Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 14, 2021). 4.4 Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on July 14, 2021). 4.5 Form of Warrant (incorporated by reference to Exhibit 4.5 of the Company’s Registration Statement on Form S-11 filed on November 9, 2021). 4.6 Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.6 of the Company’s Registration Statement on Form S-11 filed on November 9, 2021). 10.1 Dividend Reinvestment Plan (incorporated by reference to Exhibit 10.2 of the Company ’ s Registration Statement on Form 10-12B filed on May 6, 2008). 10.2 Purchase and Sale Agreement and Joint Escrow Instructions among NetREIT Highland, LLC, NetREIT Joshua, LLC, NetREIT Casa Grande, LP, NetREIT Sunrise, LLC, NetREIT, Inc. and Sparky’s Storage 18 (CA) LP, dated as of February 6, 2015; as amended by the First Amendment dated February 25, 2015, and the Second Amendment dated April 2, 2015 (incorporated by reference to Exhibit 99.1 of the Company’s Current Report on Form 8-K filed on April 15, 2015). 10.3+ Amended and Restated Presidio Property Trust, Inc. 2017 Incentive Award Plan (incorporated by reference to Exhibit B of the Company’s Proxy Statement filed on April 17, 2023). 10.4+ Form of Restricted Stock Agreement under 2017 Incentive Award Plan (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-11/A filed on January 17, 2018). 10.5 Ninth Amendment to Loan Agreement signed August 19, 2021 (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on August 25, 2021). 10.6 Loan Agreement dated February 26, 2016, together with Second Amendment to Loan Agreement dated as of June 29, 2016, Third Amendment to Loan Agreement dated as of April 11, 2017, Joinder and Fourth Amendment to Loan Agreement dated as of February 20, 2018, Fifth Amendment to Loan Agreement dated as of April 11, 2018, Joinder and Sixth Amendment to Loan Agreement dated as of April 11, 2019, Joinder and Seventh Amendment to Loan Agreement dated as May 22, 2020 and Eighth Amendment to Loan Agreement dated as of June 26, 2020 (incorporated by reference to Exhibit 1.2 of the Company’s Current Report on Form 8-K filed on August 25, 2021). 10.7 Form of Indemnification Agreement entered into between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-11 filed on September 18, 2017). 10.8 Tenth Amendment to Loan Agreement signed October 12, 2022 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on October 14, 2022). 10.9 Tenth Amendment to Guaranty Agreement signed October 12, 2022 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on October 14, 2022). 10.10+ Employment agreement with Jack Heilbron (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 5, 2024) 10.11+ Employment agreement with Ed Bentzen (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed on February 9, 2024) 10.12+ Employment agreement with Gary Katz (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on February 9, 2024) 10.13+ Employment agreement with Steven Hightower (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 9, 2024) 10.14 Cooperation Agreement by and between Presidio Property Trust, Inc. and Zuma Capital Management, LLC and the other parties named as signatories thereto, dated May 9, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed with the Commission on May 10, 2024). 10.15 Underwriting Agreement dated June 20, 2024, by and between the Company and The Benchmark Company, LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K, filed with the Commission on June 24, 2024). 10.16 Form of Securities Purchase Agreement dated July 14, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 15, 2025). 10.17 Sales Agreement dated October 14, 2025, by and between the Company and The Benchmark Company, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 14, 2025). 14 Code of Ethics (incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K filed on March 30, 2021). 19.1 Insider Trading Policy, effective September 19, 2022 and updated December 5, 2025. * 21.1 Subsidiaries of the Registrant.* 23.1 Consent of Independent Registered Public Accounting Firm * 31.1 Certificate of the Company’s Chief Executive Officer (Principal Executive Officer) pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 31.2 Certification of the Company’s Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * 32.1 Certification of Chief Executive Officer, Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * 97.1 Clawback Policy of the Company (incorporated by reference to Exhibit 97.1 of the Company’s Annual Report on Form 10-K filed on April 16, 2024). 101.INS Inline XBRL Instance Document (the I nstance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 67 Table of Contents 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ____________________________________________________ ∗ Filed herewith + Denotes a compensatory plan or arrangement ITEM 16. FORM 10-K SUMMARY None. 68 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. PRESIDIO PROPERTY TRUST, INC. By: /s/ Jack K. Heilbron Jack K. Heilbron Chief Executive Officer and Chairman of the Board (Principal Executive Officer) Date: March 27, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jack K. Heilbron Director, Chairman of the Board and Chief Executive Officer March 27, 2026 Jack K. Heilbron (Principal Executive Officer) /s/ Ed Bentzen Chief Financial Officer (Principal Financial and Accounting Officer) March 27, 2026 Ed Bentzen /s/ Steven Hightower Director March 27, 2026 Steven Hightower /s/ Jennifer A. Barnes Director March 27, 2026 Jennifer A. Barnes /s/ Elena Piliptchak Director March 27, 2026 Elena Piliptchak /s/ James R. Durfey Director March 27, 2026 James R. Durfey /s/ Tracie Hager Director March 27, 2026 Tracie Hager 69 Table of Contents INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 569 ) F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID 23) FINANCIAL STATEMENTS: Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 Financial Statement Schedules: Schedule III - Real Estate Assets and Accumulated Depreciation and Amortization F-36 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Presidio Property Trust, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Presidio Property Trust, Inc. (the “Company”), as of December 31, 2025 and 2024, the related consolidated statements of operations, equity, and cash flows for the years then ended, and the related notes and financial statement Schedule III – Real Estate and Accumulated Depreciation and Amortization (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provides a reasonable basis for our opinion. F-1 Table of Contents Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Impairment of Real Estate Assets, net The Company’s real estate assets, inclusive of real estate assets held for sale, totaled approximately $108.6 million as of December 31, 2025. As more fully described in Note 2 to the consolidated financial statements, the Company reviews its real estate assets for impairment on a property-by-property basis. Impairment is recognized on a property held for use when the expected undiscounted cash flows for a property are less than the carrying amount at which time the property is written down to fair value. Determining fair value requires management to make estimates of future cash flows, which are based on a number of inputs and assumptions, including the terminal capitalization rate. For the year ended December 31, 2025, the Company recorded approximately $6.4 million of impairment related to certain real estate assets. We identified the auditing of the Company’s impairment assessment for certain real estate assets as a critical audit matter. Auditing the Company’s impairment assessment for certain real estate assets is especially challenging due to the high degree of auditor judgement, subjectivity, and effort, including the need to involve our valuation specialists, in evaluating management’s estimated fair values for certain real estate assets. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. Our audit procedures related to the impairment of certain real estate assets included the following, among others: ● Testing the mathematical accuracy of the valuation models for certain real estate assets. ● Involving our valuation professionals with specialized skills and knowledge in (1) evaluating the reasonableness of the valuation methodology and (2) assessing the reasonableness of the terminal capitalization rate by comparing to independent market data. /s/ Baker Tilly US, LLP Irvine, California March 27, 2026 We have served as the Company’s auditor since 2009. F-2 Table of Contents Presidio Property Trust, Inc. and Subsidiaries Consolidated Balance Sheets December 31, December 31, 2025 2024 ASSETS Real estate assets and lease intangibles: Land $ 16,390,250 $ 15,983,323 Buildings and improvements 101,878,107 102,862,977 Tenant improvements 17,645,103 16,488,066 Lease intangibles 3,467,798 3,776,654 Real estate assets and lease intangibles held for investment, cost 139,381,258 139,111,020 Accumulated depreciation and amortization ( 37,536,809 ) ( 33,700,262 ) Real estate assets and lease intangibles held for investment, net 101,844,449 105,410,758 Real estate assets held for sale, net 6,805,255 22,185,742 Real estate assets, net 108,649,704 127,596,500 Other assets: Cash, cash equivalents and restricted cash 7,422,359 8,036,496 Deferred leasing costs, net 1,340,853 1,666,135 Goodwill 1,317,000 1,389,000 Investment in Conduit Pharmaceuticals marketable securities (see Notes 2 & 9) 3,900 206,177 Deferred tax asset 223,388 298,645 Other assets, net (see Note 6) 3,095,670 3,376,697 Total other assets 13,403,170 14,973,150 TOTAL ASSETS (1) $ 122,052,874 $ 142,569,650 LIABILITIES AND EQUITY Liabilities: Mortgage notes payable, net $ 81,936,586 $ 80,977,448 Mortgage notes payable related to properties held for sale, net 10,137,781 21,116,646 Mortgage notes payable, total net 92,074,367 102,094,094 Accounts payable and accrued liabilities 3,302,187 3,290,170 Accrued real estate taxes 1,785,029 1,972,477 Dividends payable 190,220 194,784 Lease liability, net 40,108 64,345 Below-market leases, net 3,316 8,625 Total liabilities 97,395,227 107,624,495 Commitments and contingencies (see Note 10) Equity: Series D Preferred Stock, $ 0.01 par value per share; 1,000,000 shares authorized; 973,736 shares issued and outstanding (liquidation preference $ 25.00 per share) as of December 31, 2025 and 997,082 shares issued and outstanding as of December 31, 2024 9,737 9,971 Series A Common Stock, $ 0.01 par value per share, shares authorized: 100,000,000 ; 1,313,832 shares and 1,283,432 shares were issued and outstanding at December 31, 2025 and December 31, 2024, respectively 13,142 128,343 Additional paid-in capital 186,762,388 185,770,842 Dividends and accumulated losses ( 169,945,302 ) ( 159,374,010 ) Total stockholders' equity before noncontrolling interest 16,839,965 26,535,146 Noncontrolling interest 7,817,682 8,410,009 Total equity 24,657,647 34,945,155 TOTAL LIABILITIES AND EQUITY $ 122,052,874 $ 142,569,650 (1) As of December 31, 2025 and 2024, includes approximately $8.6 million and $11.4 million, respectively, of assets related to consolidated variable interest entities that can be used only to settle obligations of the consolidated variable interest entities. See Notes to Consolidated Financial Statements F-3 Table of Contents Presidio Property Trust, Inc. and Subsidiaries Consolidated Statements of Operations For the Year Ended December 31, 2025 2024 Revenues: Rental income $ 16,470,918 $ 18,523,813 Fees and other income 343,790 401,462 Total revenue 16,814,708 18,925,275 Costs and expenses: Rental operating costs 6,158,052 6,256,077 General and administrative 5,704,830 7,526,675 Depreciation and amortization 4,862,267 5,515,518 Impairment of goodwill and real estate assets 6,443,437 1,969,311 Total costs and expenses 23,168,586 21,267,581 Other income (expense): Interest expense - mortgage notes ( 6,050,437 ) ( 6,050,196 ) Interest and other income, net 20,881 ( 151,356 ) Gain on sales of real estate, net 5,444,792 3,426,572 Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9) ( 188,287 ) ( 17,925,723 ) Income tax (expense) benefit ( 463,170 ) ( 60,855 ) Total loss, net ( 1,236,221 ) ( 20,761,558 ) Net loss: ( 7,590,099 ) ( 23,103,864 ) Less: Income attributable to noncontrolling interests ( 685,586 ) ( 2,524,665 ) Net loss attributable to Presidio Property Trust, Inc. stockholders $ ( 8,275,685 ) $ ( 25,628,529 ) Less: Preferred Stock Series D dividends ( 2,295,607 ) ( 2,236,696 ) Net loss attributable to Presidio Property Trust, Inc. common stockholders $ ( 10,571,292 ) $ ( 27,865,225 ) Net loss per share attributable to Presidio Property Trust, Inc. common stockholders: Basic & Diluted $ ( 8.65 ) $ ( 22.50 ) Weighted average number of common shares outstanding - basic & dilutive 1,221,413 1,238,659 See Notes to Consolidated Financial Statements F-4 Table of Contents Presidio Property Trust, Inc. and Subsidiaries Consolidated Statements of Equity Additional Dividends and Total Non- Preferred Stock Series D Common Stock Paid-in Accumulated Stockholders’ controlling Total Shares Amount Shares Amount Capital Losses Equity Interests Equity Balance, December 31, 2023 890,946 8,909 1,226,507 122,651 182,331,408 ( 131,508,785 ) 50,954,183 10,367,887 61,322,070 Net (loss) income — — — — — ( 25,628,529 ) ( 25,628,529 ) 2,524,665 ( 23,103,864 ) Dividends to Series D preferred stockholders — — — — — ( 2,236,696 ) ( 2,236,696 ) — ( 2,236,696 ) Distributions in excess of contributions received — — — — — — — ( 3,429,964 ) ( 3,429,964 ) Restricted stock-based compensation — — — — 1,379,080 — 1,379,080 — 1,379,080 Repurchase of Series A Common Stock, at cost — — ( 19,065 ) ( 1,905 ) ( 138,511 ) — ( 140,416 ) — ( 140,416 ) Repurchase of Series D preferred stock, at cost ( 2,918 ) ( 29 ) — — ( 40,881 ) — ( 40,910 ) — ( 40,910 ) Issuance of preferred stock Series D preferred stock, net of issuance costs 109,054 1,091 — — 1,194,764 — 1,195,855 — 1,195,855 Issuance of Series A Common Stock — — 8,623 862 1,051,717 — 1,052,579 ( 1,052,579 ) — Vesting of Restricted Series A Common Stock — — 65,884 6,588 ( 6,588 ) — — — — Issuance of stock-based compensation Common Stock — — 16,409 1,640 198,360 — 200,000 — 200,000 Return of stock-based compensation by CEO — — ( 14,926 ) ( 1,493 ) ( 198,507 ) — ( 200,000 ) — ( 200,000 ) Balance, December 31, 2024 997,082 $ 9,971 1,283,432 $ 128,343 $ 185,770,842 $ ( 159,374,010 ) $ 26,535,146 $ 8,410,009 $ 34,945,155 Net (loss) income — — — — — ( 8,275,685 ) ( 8,275,685 ) 685,586 ( 7,590,099 ) Dividends to Series D preferred stockholders — — — — — ( 2,295,607 ) ( 2,295,607 ) — ( 2,295,607 ) Distributions in excess of contributions received — — — — — — — ( 1,277,913 ) ( 1,277,913 ) Restricted stock-based compensation — — — — 1,138,585 — 1,138,585 — 1,138,585 Repurchase of Series A Common Stock, at cost — — ( 16,080 ) ( 161 ) ( 76,931 ) — ( 77,092 ) — ( 77,092 ) Repurchase of Series A Common Stock, Tender Offer — — ( 214,412 ) ( 21,441 ) ( 1,486,558 ) — ( 1,507,999 ) — ( 1,507,999 ) Par Value adjustment post 1 for 10 reverse split from $0.10 to $0.01 — — 505 ( 96,206 ) 96,206 — — — — Repurchase of Series D preferred stock, at cost ( 23,346 ) ( 234 ) — — ( 344,269 ) — ( 344,503 ) — ( 344,503 ) Issuance of Series A Common Stock — — 176,577 1,765 1,694,697 — 1,696,462 — 1,696,462 Vesting of Restricted Series A Common Stock — — 84,137 842 ( 30,184 ) — ( 29,342 ) — ( 29,342 ) Balance, December 31, 2025 973,736 $ 9,737 1,314,159 $ 13,142 $ 186,762,388 $ ( 169,945,302 ) $ 16,839,965 $ 7,817,682 $ 24,657,647 See Notes to Consolidated Financial Statements. F-5 Table of Contents Presidio Property Trust, Inc. and Subsidiaries Consolidated Statements of Cash Flows For the Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 7,590,099 ) ( 23,103,864 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 4,862,267 5,515,518 Stock compensation 1,138,585 1,379,080 Gain on sale of real estate assets, net ( 5,444,792 ) ( 3,426,572 ) Employee Bonuses paid with CDT stock — 172,421 Net loss in Conduit Pharmaceuticals fair value marketable securities 188,287 17,925,723 Net loss (gain) in fair value marketable securities — 560 Impairment of goodwill and real estate assets 6,443,437 1,969,311 Amortization of financing costs 281,245 351,291 Amortization of below-market leases ( 4,753 ) ( 4,641 ) Straight-line rent adjustment 261,483 ( 152,722 ) Changes in operating assets and liabilities: Other assets 355,913 82,575 Deferred tax asset 75,257 48,117 Accounts payable and accrued liabilities 186,636 ( 1,001,301 ) Deferred leasing costs ( 148,148 ) ( 502,946 ) Accrued real estate taxes ( 187,448 ) 19,390 Net cash provided by (used in) operating activities 417,870 ( 728,060 ) Cash flows from investing activities: Real estate acquisitions ( 9,444,465 ) ( 9,729,351 ) Additions to buildings and tenant improvements ( 2,703,012 ) ( 2,273,726 ) Investment in marketable securities — ( 2,362 ) Proceeds from sale of marketable securities 13,990 105,206 Proceeds from sales of real estate, net 25,625,377 24,767,052 Net cash provided by investing activities 13,491,890 12,866,819 Cash flows from financing activities: Proceeds from mortgage notes payable, net of issuance costs 18,942,396 22,272,291 Payment of debt issuance costs ( 424,002 ) ( 335,724 ) Repayment of mortgage notes payable ( 28,862,783 ) ( 27,897,127 ) Payment of deferred offering costs ( 343,514 ) — Distributions to noncontrolling interests ( 1,277,913 ) ( 3,629,964 ) Contributions from noncontrolling interests — 200,000 Issuance of Series A Common Stock, net of offering costs 1,667,120 — Issuance of Series D Preferred Stock, net of offering costs — 1,195,855 Repurchase of Series A Common Stock, at cost ( 1,585,091 ) ( 140,416 ) Repurchase of Series D Preferred Stock, at cost ( 344,503 ) ( 40,910 ) Dividends paid to Series D Preferred Stockholders ( 2,295,607 ) ( 2,236,696 ) Net cash used in financing activities ( 14,523,897 ) ( 10,612,691 ) Net (decrease) increase in cash equivalents and restricted cash ( 614,137 ) 1,526,068 Cash, cash equivalents and restricted cash - beginning of period 8,036,496 6,510,428 $ 7,422,359 $ 8,036,496 Supplemental disclosure of cash flow information: Interest paid-mortgage notes payable $ 5,906,234 $ 5,371,017 Income taxes paid $ 78,848 $ 46,511 Non-cash investing activities: Paid building and tenant improvements from prior year $ ( 207,847 ) $ ( 295,567 ) Private warrants from Conduit Pharmaceuticals $ — $ 642,600 Non-cash financing activities: Unpaid deferred offering costs $ 6,589 $ — Payment of accrued bonus to ex-CFO with CDT stock $ — $ 124,357 Distribution of CDT stock to employees $ — $ 172,421 Unpaid building and tenant improvements $ 361,261 $ 207,847 Dividends payable - Preferred Stock Series D $ 190,220 $ 194,784 See Notes to Consolidated Financial Statements F-6 Table of Contents Presidio Property Trust, Inc. and Subsidiaries Notes to Consolidated Financial Statements 1. ORGANIZATION AND BASIS OF PRESENTATION Organization . Presidio Property Trust, Inc. (“we”, “our”, “us” or the “Company”) is an internally-managed real estate investment trust (“REIT”), with holdings in office, industrial, retail and model home properties. We were incorporated in the State of California on September 28, 1999, and in August 2010, we reincorporated as a Maryland corporation. In October 2017, we changed our name from “NetREIT, Inc.” to “Presidio Property Trust, Inc.” Through Presidio Property Trust, Inc., its subsidiaries, and its partnerships, we own 10 commercial properties in fee interest, two of which we own as a partial interest in various affiliates, in which we serve as general partner, member and/or manager, and 80 model home residential properties as noted below. The Company or one of its affiliates operates the following partnerships during the periods covered by these consolidated financial statements: • The Company is the sole general partner and limited partner in two limited partnerships (NetREIT Palm Self-Storage LP and NetREIT Casa Grande LP), both of which, at December 31, 2025 , had ownership interests in an entity that owns income producing real estate. The Company refers to these entities collectively as the "NetREIT Partnerships". • The Company is the general and limited partner in six limited partnerships that purchase model homes and lease them back to homebuilders as commercial tenants (Dubose Model Home Investors #202, LP, Dubose Model Home Investors #203, LP, Dubose Model Home Investors #204, LP, Dubose Model Home Investors #205, LP, Dubose Model Home Investors #206, LP, and Dubose Model Home Investors #207, LP). The Company refers to these entities collectively as the "Model Home Partnerships". As of December 31, 2025, Dubose Model Home Investors #202, LP, Dubose Model Home Investors #203, LP and Dubose Model Home Investors #206, LP had no remaining assets. The Company has determined that the limited partnerships in which it owns less than 100% should be included in the Company’s consolidated financial statements as the Company directs their activities and has control of such limited partnerships. We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), for federal income tax purposes. To maintain our qualification as a REIT, we are required to distribute at least 90% of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels, and diversity of stock ownership. Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate-level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. If we fail to maintain our qualification as a REIT in any taxable year and are unable to avail ourselves of certain savings provisions set forth in the Code, all our taxable income would be subject to federal income tax at regular corporate rates, including any applicable alternative minimum tax. We are subject to certain state and local income taxes. We, together with one of our entities, have elected to treat certain subsidiaries as a taxable REIT subsidiary (a “TRS”) for federal income tax purposes. Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our commercial tenants, and holding assets that we cannot hold directly. A TRS is subject to federal and state income taxes. The Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Neither the Company nor its subsidiaries have been assessed any significant interest or penalties for tax positions by any tax jurisdictions. F- 7 Table of Contents Liquidity. The Company's anticipated future sources of liquidity may include existing cash and cash equivalents, cash flows from operations, refinancing of existing mortgages, future real estate sales, new borrowings, and the sale of equity or debt securities. Future capital needs include paying down existing borrowings, maintaining our existing properties, funding tenant improvements on our commercial buildings, paying lease commissions (to the extent they are not covered by lender-held reserve deposits), and the payment of dividends to our stockholders. The Company is also seeking investments that are likely to produce income and achieve long-term gains in order to pay dividends to our stockholders. To ensure that we can effectively execute these objectives, we routinely review our liquidity requirements and continually evaluate all potential sources of liquidity. If necessary, the Company may seek other short-term liquidity alternatives, such as bridge loans, refinancing an unencumbered property or a bank line of credit depending on the credit environment. See note 10 Stockholders' Equity for additional information on sale of securities. Short-term liquidity needs include paying our current operating costs, satisfying the debt service requirements of existing mortgages, completing tenant improvements on our commercial buildings, paying leasing commissions, distributions to non-controlling interests, and funding dividends, if any, to stockholders. Future principal payments due on mortgage notes payables, during the year ended December 31, 2026 total approximately $ 30.0 million of which $ 4.5 million is related to model home properties. See Note 7. Mortgage Notes Payable for additional information on the Dakota Center and Shea Center II loans. Management expects certain model home properties can be sold, and that the underlying mortgage notes will be paid off with sales proceeds while other mortgage notes can be refinanced, as the Company has historically been able to do in the past with all model home properties. Additional principal payments will be made with cash flows from ongoing operations. As the Company continues its operations, it may re-finance or seek additional financing. However, there can be no assurance that any such re-financing or additional financing will be available to the Company on acceptable terms, if at all. If events or circumstances occur such that the Company does not obtain additional funding, it will most likely be required to reduce its plans and/or certain discretionary spending, which could have a material adverse effect on the Company's ability to achieve its intended business objectives. Management believes that the combination of working capital on hand and the ability to refinance commercial and model home mortgages will fund operations through at least the next twelve months from the date of the issuance of these unaudited interim financial statements. Segments. The Company acquires and operates income producing properties in three business segments including Office/Industrial Properties, Model Home Properties and Retail Properties. See Note 13. “Segments”. Concentration. Concentration of credit risk with respect to tenant receivables is limited due to the large number of tenants comprising the Company’s rental revenue. We have three commercial properties located in Colorado, four in North Dakota, one in Southern California, one in Texas and one in Maryland. Our model home properties are concentrated in Texas with a few model homes in Tennessee and Arizona. We had one tenant account for 6.90 % of base rental income for commercial properties for the year ended December 31, 2025 . Conversely, one of our homebuilders accounts for approximately 15.9 % of our total revenue for the year ended December 31, 2025 , and accounted for 56 out of 80 of our model home leases as of December 31, 2025. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). Principles of Consolidation . The accompanying consolidated financial statements include the accounts of Presidio Property Trust, Inc. and its subsidiaries, NetREIT Advisors, LLC and Dubose Advisors LLC (collectively, the “Advisors”), and NetREIT Dubose Model Home REIT, Inc. The consolidated financial statements also include the results of the NetREIT Partnerships and the Model Home Partnerships. As used herein, references to the “Company” include references to Presidio Property Trust, Inc., its subsidiaries, and the partnerships. All significant intercompany balances and transactions have been eliminated in consolidation. F- 8 Table of Contents The Company classifies the noncontrolling interests in the NetREIT Partnerships as part of consolidated net (loss) income in 2025 and 2024 and has included the accumulated amount of noncontrolling interests as part of equity since inception in February 2010. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interest will be remeasured, with the gain or loss reported in the consolidated statements of operations. Management has evaluated the noncontrolling interests and determined that they do not contain any redemption features. Use of Estimates . The consolidated financial statements were prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates include, private warrants, the allocation of purchase price paid for property acquisitions between the components of land, building and intangible assets acquired including their useful lives, valuation of long-lived assets, and the allowance for doubtful accounts, which is based on an evaluation of the tenants’ ability to pay. Actual results could differ from those estimates. Real Estate Assets and Lease Intangibles. Land, buildings and improvements are recorded at cost, including tenant improvements and lease acquisition costs (including leasing commissions, space planning fees, and legal fees). The Company capitalizes any expenditure that replaces, improves, or otherwise extends the economic life of an asset, while ordinary repairs and maintenance are expensed as incurred. The Company allocates the purchase price of acquired properties between the acquired tangible assets and liabilities (consisting of land, buildings, tenant improvements, and long-term debt) and identified intangible assets and liabilities (including the value of above-market and below-market leases, the value of in-place leases, unamortized lease origination costs and tenant relationships), in each case based on their respective fair values. The Company allocates the purchase price to tangible assets of an acquired property based on the estimated fair values of those tangible assets, assuming the property was vacant. Estimates of fair value for land, building and building improvements are based on many factors, including, but not limited to, comparisons to other properties sold in the same geographic area and independent third -party valuations. In estimating the fair values of the tangible assets, intangible assets, and liabilities acquired, the Company also considers information obtained about each property as a result of its pre‑acquisition due diligence, marketing and leasing activities. The value allocated to acquired lease intangibles is based on management’s evaluation of the specific characteristics of each tenant’s lease. Characteristics considered by management in allocating these values include, but are not limited, to the nature and extent of the existing business relationships with the tenant, growth prospects for developing new business with the tenant, the remaining term of the lease, the tenant’s credit quality, and other factors. The value attributable to the above-market or below-market component of an acquired in-place lease is determined based upon the present value (using a market discount rate) of the difference between (i) the contractual rents to be paid pursuant to the lease over its remaining term, and (ii) management’s estimate of rents that would be paid using fair market rates over the remaining term of the lease. The amounts allocated to above or below-market leases are amortized on a straight-line basis as an increase or reduction of rental income over the remaining non-cancelable term of the respective leases. Amortization of above and below-market rents resulted in a net increase in rental income of approximately $ 4,753 and $ 4,641 for the years ended December 31, 2025 and 2024 , respectively. The value of in-place leases and unamortized lease origination costs are amortized to expenses over the remaining term of the respective leases, which range from less than a year to ten years. The amount allocated to acquired in-place leases is determined based on management’s assessment of lost revenue and costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased. The amount allocated to unamortized lease origination costs is determined by what the Company would have paid to a third -party to secure a new tenant reduced by the expired term of the respective lease. The amount allocated to tenant relationships is the benefit resulting from the likelihood of a tenant renewing its lease. Amortization expense related to these assets was approximately $ 15,670 and $ 17,526 for years ended December 31, 2025 and 2024 , respectively. F- 9 Table of Contents Real Estate Held for Sale and Discontinued Operations. We generally reclassify assets to "held for sale" when the disposition has been approved, it is available for immediate sale in its present condition, we are actively seeking a buyer, and the disposition is considered probable within one year. Additionally, real estate sold during the current period is classified as “real estate assets held for sale” for all prior periods presented in the accompanying consolidated financial statements. Mortgage notes payable related to the real estate sold during the current period are classified as “mortgage notes payable related to properties held for sale” for all prior periods presented in the accompanying consolidated financial statements. Additionally, we record the operating results related to real estate that has been disposed of as discontinued operations for all periods presented if the operations have been eliminated and represent a strategic shift and we will not have any significant continuing involvement in the operations of the property following the sale. Properties considered held for sale are recorded at the lesser of the carrying value or fair value less costs to sell. As of December 31, 2025 , only one commercial property, Dakota Center, met the criteria to be classified as "held for sale," and five model homes were classified as "held for sale" but are not considered discontinued operations or a strategic shift in our operations. The below tables include other non-real estate assets and liabilities related to real estate held for sale as of December 31, 2025 and December 31, 2024 . As of December 31, 2025 Non real estate assets related to real estate held for sale Commercial Model Home Total Cash equivalents and restricted cash 1,988,360 — 1,988,360 Deferred leasing costs 98,248 — 98,248 Other Assets, net 348,997 — 348,997 Total other assets $ 2,435,605 $ — $ 2,435,605 Non real estate liabilities related to real estate held for sale Accounts payable and accrued liabilities 276,827 — 276,827 Accrued real estate taxes 197,035 — 197,035 Total other liabilities $ 473,862 $ — $ 473,862 December 31, 2024 Non real estate assets related to real estate held for sale Commercial Model Home Total Cash equivalents and restricted cash 1,749,905 — 1,749,905 Deferred leasing costs 326,923 — 326,923 Other Assets, net 658,061 — 658,061 Total Assets $ 2,734,889 $ — $ 2,734,889 Non real estate liabilities related to real estate held for sale Accounts payable and accrued liabilities 482,628 — 482,628 Accrued real estate taxes 367,229 — 367,229 Total liabilities $ 849,857 $ — $ 849,857 Impairments of Real Estate Assets. We regularly review for impairment on a property-by-property basis. Impairment is recognized on a property held for use when the expected undiscounted cash flows for a property are less than the carrying amount at which time the property is written-down to fair value. Impairment is recognized on a property held for sale when the fair value less costs to sell is less than the carrying amount. If the carrying amount exceeds the undiscounted cash flows, we calculate an impairment loss by comparing the carrying amount to estimated fair value, using discounted cash flow models or third -party appraisals. The calculation of both discounted and undiscounted cash flows requires management to make estimates of future cash flows that are determined based on a number of inputs and assumptions, including but not limited to, the terminal capitalization rate. Actual results could be significantly different from the estimates. Although our strategy is to hold our properties over the long-term, if our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized to reduce the property to fair value and such loss could be material. F- 10 Table of Contents We review the carrying value of each of our real estate properties regularly to determine if circumstances indicate an impairment in the carrying value of these investments exists. During the year ended December 31, 2025 , we recognized non-cash impairment charges of approximately $ 6.4 million, with approximately $ 0.3 million related to model homes and approximately $ 6.0 million related to our commercial properties. The approximately $ 3.5 million of impairment on our commercial property, Dakota Center, was the result of the loan maturing in July and the Company not being able to reach an agreement with the lenders regarding a loan modification or extension. During the year ended December 31, 2025, the Company impaired Shea Center II for a total of approximately $ 2.5 million after low property occupancy triggered a cash management event under the terms of the loan agreement. Intangible Assets . Intangible assets, including goodwill and lease intangibles, are comprised of finite-lived and indefinite-lived assets. Lease intangibles represent the allocation of a portion of the purchase price of a property acquisition representing the estimated value of in-place leases, unamortized lease origination costs, tenant relationships and land purchase options. Intangible assets that are not deemed to have an indefinite useful life are amortized over their estimated useful lives. Indefinite-lived assets are not amortized. Amortization expense of intangible assets that are not deemed to have an indefinite useful life was approximately $ 0 and $ 0.3 million, respectively, for the years ended December 31, 2025 and 2024 and is included in depreciation and amortization in the accompanying consolidated statements of operation. The Company is required to perform a test for impairment of goodwill and other definite and indefinite lived assets at least annually, and more frequently as circumstances warrant. Impairment is recognized only if the carrying amount of the intangible asset is considered to be unrecoverable from its undiscounted cash flows and is measured as the difference between the carrying amount and the estimated fair value of the asset. For the year ended December 31, 2025, we have recorded an impairment charge to the goodwill of NTR Property Management for approximately $ 72,000 . See Fair Value Measurements below for additional information. Depreciation and Amortization. The Company records depreciation and amortization expense using the straight-line method over the useful lives of the respective assets. The costs of buildings are depreciated over estimated useful lives of 39 years, the costs of improvements are amortized over the shorter of the estimated life of the asset or term of the tenant lease (which range from 1 to 10 years), the costs associated with acquired tenant intangibles over the remaining lease term and the cost of furniture, fixtures and equipment are depreciated over 4 to 5 years. Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was approximately $ 4.9 million and $ 5.5 million, respectively, and is included in depreciation and amortization in the accompanying consolidated statements of operations. Cash, Cash Equivalents and Restricted Cash. At December 31, 2025 and December 31, 2024 , we had approximately $ 7.4 million and $ 8.0 million in cash, cash equivalents and restricted cash, respectively. The Company considers all short-term, highly liquid investments that are both readily convertible to cash and have an original maturity of three months or less at the date of purchase to be cash equivalents. Items classified as cash equivalents include money market funds. Cash balances in individual banks may exceed the federally insured limit of $250,000 by the Federal Deposit Insurance Corporation (the "FDIC"). No losses have been experienced related to such accounts. At December 31, 2025 , the Company had approximately $ 1.3 million in deposits in financial institutions that exceeded the federally insurable limits. Restricted cash consists of funds held in escrow for Company lenders for properties held as collateral by the lenders. The funds in escrow are for payment of property taxes, insurance, leasing costs, mortgage payment reserves, and capital expenditures. As of December 31, 2025 , the Company has approximately $ 5.7 million of restricted cash. At December 31, 2024 , the Company had approximately $ 1.0 million in deposits in financial institutions that exceeded the federally insurable limits. As of December 31, 2024 , the Company has approximately $ 5.0 million of restricted cash. F- 11 Table of Contents Accounts Receivables. The Company periodically evaluates the collectability of amounts due from tenants and maintains an allowance for doubtful accounts for estimated losses resulting from the inability of tenants to make required payments under lease agreements. In addition, the Company maintains an allowance for deferred rent receivable that arises from straight lining of rents. The Company exercises judgment in establishing these allowances and considers payment history and current credit status of its tenants in developing these estimates. As of December 31, 2025 and 2024 , the balance of allowance for possible uncollectable tenant receivables included in other assets, net in the accompanying consolidated balance sheets was approximately $ 0 and $ 0 , respectively. Deferred Leasing Costs. Costs incurred in connection with successful property leases are capitalized as deferred leasing costs and amortized to leasing commission expense on a straight-line basis over the terms of the related leases which generally range from one to five years. Deferred leasing costs consist of third -party leasing commissions. Management re-evaluates the remaining useful lives of leasing costs as the creditworthiness of the tenants and economic and market conditions change. If management determines the estimated remaining life of the respective lease has changed, the amortization period is adjusted. At December 31, 2025 and 2024 , the Company had net deferred leasing costs of approximately $ 1.3 million and $ 1.7 million, respectively. Total amortization expense for the years ended December 31, 2025 and 2024 was approximately $ 0.5 million and $ 0.5 million, respectively, and is included in the total for depreciation and amortization noted above. Deferred Financing Costs. Costs incurred, including legal fees, origination fees, and administrative fees, in connection with debt financing are capitalized as deferred financing costs, are amortized using the straight line method, which approximates the effective interest method, over the contractual term of the respective loans and recorded as an offset to the carrying value of the debt. At December 31, 2025 and 2024 , unamortized deferred financing costs related to mortgage notes payable were approximately $ 0.7 million and $ 0.7 million. For the years ended December 31, 2025 and 2024 , total amortization expense related to the mortgage notes payable deferred financing costs was approximately $ 281,245 and $ 351,291 , respectively. Amortization of deferred financing costs are included in interest expense in the accompanying consolidated statements of operations. Deferred Offering Costs. Deferred offering costs represent legal, accounting and other direct costs related to our offerings. As of December 31, 2025 and 2024 , we have incurred approximately $ 279,603 and zero , respectively, in deferred offering costs as of the end of each period related to our registration statement on Form S- 3. Income Taxes. We have elected to be taxed as a REIT under Sections 856 through 860 of the Code, for federal income tax purposes. To maintain our qualification as a REIT, we are required to distribute at least 90 % of our REIT taxable income to our stockholders and meet the various other requirements imposed by the Code relating to such matters as operating results, asset holdings, distribution levels and diversity of stock ownership. Provided we maintain our qualification for taxation as a REIT, we are generally not subject to corporate level income tax on the earnings distributed currently to our stockholders that we derive from our REIT qualifying activities. If we fail to maintain our qualification as a REIT in any taxable year, and are unable to avail ourselves of certain savings provisions set forth in the Code, all of our taxable income would be subject to federal income tax at regular corporate rates, including any applicable alternative minimum tax. We are subject to certain state and local income taxes. As of December 31, 2025 , we have estimated approximately $ 27.1 million of Federal net operating loss (NOLs) carryforwards to offset potential future federal tax obligations. We may not generate sufficient taxable income in future periods to be able to realize fully the tax benefits of our NOL carry-forwards. We, together with one of our entities, have elected to treat certain subsidiaries as a taxable REIT subsidiary (a “TRS”) for federal income tax purposes. Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to federal and state income taxes. The Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Neither the Company nor its subsidiaries have been assessed any significant interest or penalties for tax positions by any tax jurisdictions. Fair Value Measurements . Certain assets and liabilities are required to be carried at fair value, or if long-lived assets are deemed to be impaired, to be adjusted to reflect this condition. The guidance requires disclosure of fair values calculated under each level of inputs within the following hierarchy: F- 12 Table of Contents • Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities; • Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and • Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable. When available, we utilize quoted market prices from independent third -party sources to determine fair value and classify such items in Level 1 or Level 2 . In instances where the market for a financial instrument is not active, regardless of the availability of a nonbinding quoted market price, observable inputs might not be relevant and could require us to make a significant adjustment to derive a fair value measurement. Additionally, in an inactive market, a market price quoted from an independent third -party may rely more on models with inputs based on information available only to that independent third -party. When we determine the market for a financial instrument owned by us to be illiquid or when market transactions for similar instruments do not appear orderly, we use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establish a fair value by assigning weights to the various valuation sources. Additionally, in an inactive market, a market price quoted from an independent third -party may rely more on models with inputs based on information available only to that independent third -party. When we determine the market for a financial instrument owned by us to be illiquid or when market transactions for similar instruments do not appear orderly, we use several valuation sources (including internal valuations, discounted cash flow analysis and quoted market prices) and establish a fair value by assigning weights to the various valuation sources. As of December 31, 2025 , we did not hold any marketable securities, excluding our investments in Conduit's common stock and common stock warrants. As of December 31, 2024 , our marketable securities (excluding our investments in Conduit's common stock and common stock warrants), held at a third party broker, presented on the consolidated balance sheets within other assets were measured at fair value using Level 1 market prices and totaled approximately zero , with a cost basis of approximately zero . There were no financial liabilities measured at fair value as of December 31, 2025 and December 31, 2024 . On April 22, 2024, the Company entered into a lockup agreement with Conduit pursuant to which the Company agreed not to transfer or sell 2,700,000 of its 4,015,250 shares of Conduit common stock for a period of one year. In consideration for entering into the lockup agreement, Conduit issued the Company a warrant ("Private CDT Warrants") to purchase 540,000 shares of common stock at an exercise price of $ 3.12 per share, with a two year term and exercisable one year after the date of issue. The Private CDT Warrants meet the ASC 321, Investments - Equity Securities ("ASC 321" ) scope exception for derivative instruments and are accounted for as a derivative under ASC 815, Derivatives and Hedging ("ASC 815" ). As such, the Private CDT Warrants were recorded at fair value on the date of issuance and subsequently measured at fair value each period, with changes in fair value reported in gain or loss on Conduit Pharmaceuticals marketable securities. During the nine months ended September 30, 2025, we sold all of our remaining shares of CDT on the open market for a total of $ 13,990 . As of December 31, 2025 and December 31, 2024, the Private CDT Warrants fair value, using Level 3 inputs, was zero for both periods, and is included in the total Investment in Conduit Pharmaceuticals marketable securities on the consolidated balance sheets. Our investments in Conduit's public common stock warrants (CDTTW) presented on the consolidated balance sheets were measured at fair value using Level 1 market prices, taking into account the adoption of ASU 2022 - 03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, and totaled approximately $ 3,900 and $ 0.2 million as of December 31, 2025 and December 31, 2024, respectively. The adjustments to the fair value of our investment in Conduit Pharmaceuticals marketable securities are recorded in net loss in Conduit Pharmaceuticals marketable securities on our consolidated statement of operations. F- 13 Table of Contents The following table presents as of December 31, 2025 the Company’s assets subject to measurement at fair value on a nonrecurring basis (in thousands): Fair Value Measurements as of December 31, 2025 Level 1 Level 2 Level 3 Total Impairment Loss Assets: Goodwill for NTR Property Management $ — $ — $ 194,000 $ 194,000 $ 72,000 Certain Real Estate assets — — 24,499,935 24,499,935 6,371,437 Total Assets $ — $ — $ 24,693,935 $ 24,693,935 $ 6,443,437 The following table presents as of December 31, 2024 the Company’s assets subject to measurement at fair value on a nonrecurring basis (in thousands): Fair Value Measurements as of December 31, 2024 Level 1 Level 2 Level 3 Total Impairment Loss Assets: Goodwill for NTR Property Management $ — $ — $ 266,000 $ 266,000 $ 185,000 Certain Real Estate assets — — 18,065,871 18,065,871 1,784,311 Total Assets $ — $ — $ 18,331,871 $ 18,331,871 $ 1,969,311 Earnings per share ( “ EPS ” ). The EPS on common stock has been computed pursuant to the guidance in FASB ASC Topic 260, Earnings Per Share. The guidance requires the classification of the Company’s unvested restricted stock, which contains rights to receive non-forfeitable dividends, as participating securities requiring the two -class method of computing net income per share of common stock. In accordance with the two -class method, earnings per share have been computed by dividing the net income less net income attributable to unvested restricted shares by the weighted average number of shares of common stock outstanding less unvested restricted shares. Diluted earnings per share is computed by dividing net income by the weighted average shares of common stock and potentially dilutive securities outstanding in accordance with the treasury stock method. Dilutive common stock equivalents include the dilutive effect of in-the-money stock equivalents, which are calculated based on the average share price for each period using the treasury stock method, excluding any common stock equivalents if their effect would be anti-dilutive. In periods in which a net loss has been incurred, all potentially dilutive common stock shares are considered anti-dilutive and thus are excluded from the calculation. Securities that are excluded from the calculation of weighted average dilutive common stock, because their inclusion would have been antidilutive, are: For the Year Ended December 31, 2025 2024 Common Stock Warrants 200,000 200,000 Placement Agent Warrants 8,000 8,000 Series A Warrants 1,445,007 1,445,007 Unvested Common Stock Grants 104,108 117,081 Total potentially dilutive shares 1,757,115 1,770,088 F- 14 Table of Contents Income (Loss) per Common Share. Basic income (loss) per common share (Basic EPS) is computed by dividing net income (loss) available to common shareholders (Numerator) by the weighted average number of common shares outstanding (Denominator) during the period. Diluted loss per common share (Diluted EPS) is similar to the computation of Basic EPS except that the Denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. In addition, in computing the dilutive effect of convertible securities, the Numerator is adjusted to add back the after-tax amount of interest recognized in the period associated with any convertible debt. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect on net loss per share. For the year ended December 31, 2025 , the basic and diluted net loss per share was $ 8.65 , since all potentially dilutive securities were determined to be anti-dilutive, and for the year ended December 31, 2024 the basic and diluted net earnings per share are equivalent at $ 22.50 per share because the Company had incurred a net loss attributable to common stockholders causing any potentially dilutive securities to be anti-dilutive. Sales of Real Estate Assets . Effective January 1, 2018, we adopted the guidance of ASC 610 - 20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (“ASC 610 - 20” ), which applies to sales or transfers to noncustomers of nonfinancial assets or in substance nonfinancial assets that do not meet the definition of a business. Asset sales are generally recognized when control of the asset being sold is transferred to the buyer. As the assets are sold, their costs and related accumulated depreciation, if any, are derecognized with resulting gains or losses reflected in net income. ASC 610 - 20 refers to the revenue recognition principles under ASU No. 2014 - 9. Under ASC 610 - 20, if we determine we do not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, we would derecognize the asset and recognize a gain or loss on the sale of the real estate when control of the underlying asset transfers to the buyer. Revenue Recognition and Accounts Receivables . We recognize minimum rent, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, on a straight-line basis over the term of the related leases when collectability is probable and record amounts expected to be received in later years as deferred rent receivable. The cumulative difference between lease revenue recognized under the straight-line method and contractual lease payments are recorded as deferred rent receivable within other assets the consolidated balance sheets. Additionally, we recognize transaction fees associated with the leasing of our model homes on a straight-line basis over the term of the related leases and are included within rental income on our consolidated statement of operations. The Company’s lease revenue is impacted by the Company’s determination of whether improvements to the property, whether made by the Company or by the tenant, are landlord assets. The determination of whether an improvement is a landlord asset requires judgment. In making this judgment, the Company’s primary consideration is whether an improvement would be utilizable by another tenant upon the then-existing tenant vacating the improved space. If the Company has funded an improvement that it determines not to be landlord assets, then it treats the cost of the improvement as a lease incentive. For certain leases, the Company also makes significant assumptions and judgments in determining the lease term. The lease term impacts the period over which the Company determines and records lease payments and also impacts the period over which it amortizes lease-related costs. The Company considers all relevant factors that create an economic incentive for the lessee and uses judgment to determine if those factors, considered together, signify that the lessee is reasonably certain to exercise the option. We record property operating expense reimbursements due from tenants for common area maintenance, real estate taxes, and other recoverable costs in the period the related expenses are incurred. Additional rent where we pay the associated costs directly to third -party vendors and are reimbursed by our tenants are recognized and recorded on a gross basis, with the associated expense recognized in property expenses or real estate taxes. Because the timing and pattern of transferring rental revenue and related operating expense reimbursements to the lessee are the same, and our leases are classified as operating leases, we treat rental revenue and tenant recovery revenue as a single combined lease component. Accordingly, operating expense reimbursements are reported within Rental Income on the Company’s consolidated statement of operations. F- 15 Table of Contents We make estimates of the collectability of our tenant receivables related to base rents, including deferred rent receivable, expense reimbursements and other revenue or income. We specifically analyze accounts receivable, deferred rent receivable, historical bad debts, customer creditworthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In addition, with respect to tenants in bankruptcy, management makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the estimated collectability of the related receivable. In some cases, the ultimate resolution of these claims can exceed one year. When a tenant is in bankruptcy, we will record a bad debt reserve for the tenant’s receivable balance and generally will not recognize subsequent rental revenue until cash is received or until the tenant is no longer in bankruptcy and has the ability to make rental payments. Fees and other income primarily include amounts recorded in connection with transient daily parking and miscellaneous amounts that fall within the scope of ASC Topic 606, Revenue from Contracts with Customers, and are recognized as revenue at the point in time when control of the goods or services transfers to the customer and our performance obligation is satisfied. Variable Interest Entity. We determine whether an entity is a Variable Interest Entity ("VIE") and, if so, whether it should be consolidated by utilizing judgments and estimates that are inherently subjective. Our determination of whether an entity in which we hold a direct or indirect variable interest is a VIE is based on several factors, including whether we participated in the design of the entity and the entity’s total equity investment at risk upon inception is sufficient to finance the entity’s activities without additional subordinated financial support. We make judgments regarding the sufficiency of the equity at risk based first on a qualitative analysis, and then a quantitative analysis, if necessary. We analyze any investments in VIEs to determine if we are the primary beneficiary. In evaluating whether we are the primary beneficiary, we evaluate our direct and indirect economic interests in the entity. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative approach focused on identifying which reporting entity has both: (i) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity. Performance of that analysis requires the exercise of judgment. We consider a variety of factors in identifying the entity that holds the power to direct matters that most significantly impact the VIE’s economic performance, including, but not limited to, the ability to direct operating decisions and activities. In addition, we consider the rights of other investors to participate in those decisions. We determine whether we are the primary beneficiary of a VIE at the time we become involved with a variable interest entity and reconsider that conclusion continually. We consolidate any VIE of which we are the primary beneficiary. Subsequent Events. We evaluate subsequent events up until the date the consolidated financial statements are issued. See note 16 Subsequent Events. Recently Issued and Adopted Accounting Pronouncements. In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023 - 09, Income Taxes , to enhance income tax disclosures, provide more information about tax risks and opportunities present in worldwide operations, and to disaggregate existing income tax disclosures. The guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. We have adopted ASU 2023 - 09 and have updated our financial statement disclosures accordingly; there was no material impact to our financial statement. In March 2024, the SEC issued final climate-disclosure rules to enhance and standardize climate‐related disclosures by public companies. With regards to financial statements, the rules requires disclosure of (i) capitalized costs, expenditures expensed, charges, and losses incurred as a result of severe weather events and other natural conditions, subject to applicable one percent and de minimis disclosure thresholds; (ii) capitalized costs, expenditures expensed, and losses related to carbon offsets and renewable energy credits or certificates (RECs) if used as a material component of a company's plans to achieve its disclosed climate-related targets or goals; and (iii) if the estimates and assumptions the company uses to produce the financial statements were materially impacted by risks and uncertainties associated with severe weather events and other natural conditions or any disclosed climate-related targets or transition plans, a qualitative description of how the development of such estimates and assumptions was impacted. The rules are effective for annual periods beginning January 1, 2025 and are to be applied prospectively. On April 4, 2024, the SEC voluntarily stayed the rules pending judicial review as a result of litigation. On March 27, 2025, the SEC voted to end its defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions. However, the Eighth Circuit may still rule on the legal challenges to the rules, and if so could decide to uphold the rules in whole or in part or remand them to the SEC for further consideration. F- 16 Table of Contents In November 2024, the FASB issued Accounting Standards Update ASU 2024 - 03, Income Statement — Reporting Comprehensive, Income — Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses (“ASU 2024 - 03” ). This ASU is to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. In January 2025, this was updated by ASU 2025 - 01—Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ): Clarifying the Effective Date. The amendment in this Update amends the effective date of Update 2024 - 03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024 - 03 is permitted. We have not yet adopted ASU 2024 - 03 and are currently evaluating the impact on our financial statement disclosures. In December 2025, the FASB issued Accounting Standards Update 2025 - 11 - Interim Reporting (Topic 270 ), which focuses on improving interim reporting guidance by clarifying requirements and enhancing navigability for entities preparing interim financial statements under GAAP. This aims to improve the guidance in Topic 270, Interim Reporting, by enhancing the clarity and navigability of the required interim disclosures. This introduces the Disclosure Principle, requiring entities to disclose events that have a material impact on the entity since the end of the last annual reporting period. Additionally, ASU 2025 - 11 creates a comprehensive list of required interim disclosures, consolidating them into Topic 270 rather than having them dispersed across various Codification Topics. For public entities, the update is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For all other entities, it is effective for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted for all entities. While we are currently evaluating the impact of this pronouncement, we do not expect it will have a material impact on our consolidated financial statements. 3. RECENT REAL ESTATE TRANSACTIONS Significant Transactions in 2025 and 2024 Acquisitions during the year ended December 31, 2025 : • We acquired 22 Model Home Properties and leased them back to the homebuilders under triple net leases during the year ended December 31, 2025 . The purchase price for these properties was approximately $ 9.4 million. The purchase price consisted of cash payments of approximately $ 2.8 million and mortgage notes of approximately $ 6.6 million. Acquisitions during the year ended December 31, 2024 : • We acquired 19 Model Home Properties and leased them back to the homebuilders under triple net leases during the year ended December 31, 2024 . The purchase price for the properties was approximately $ 9.7 million. The purchase price consisted of cash payments of approximately $ 3.0 million and mortgage notes of approximately $ 6.7 million. We review our portfolio of investment properties for value appreciation potential on an ongoing basis, and dispose of any properties that no longer satisfy our requirements in this regard, taking into account tax and other considerations. The proceeds from any such property sale, after repayment of any associated mortgage or repayment of secured or unsecured indebtedness, are available for investing in properties that we believe will have a greater likelihood of future price appreciation. Dispositions during the year ended December 31, 2025 : During year ended December 31, 2025 , we disposed of the following properties: • 20 model homes for approximately $ 9.8 million, net of sales costs, and the Company recognized a gain of approximately $ 1.0 million. • On February 6, 2025, the Company sold two commercial properties, Union Town Center and Research Parkway, to a single buyer for approximately $ 15.9 million, net of selling costs, and recognized a net gain of approximately $ 4.5 million net of closing costs. F- 17 Table of Contents Dispositions during the year ended December 31, 2024 : During year ended December 31, 2024 , we disposed of the following properties: • 51 model homes for approximately $ 24.8 million net of sales costs, and the Company recognized a gain of approximately $ 3.4 million. 4. REAL ESTATE ASSETS The Company owns a diverse portfolio of real estate assets. The primary types of properties the Company invests in are office, industrial, retail, and triple-net leased model home properties. As of December 31, 2025 , the Company owned or had an equity interest in: • Eight office buildings and one industrial building (“Office/Industrial Properties”); • One retail shopping center (“Retail Property”); • 80 model home residential properties (“Model Homes” or “Model Home Properties”), leased back on a triple-net basis to homebuilders, which are owned by five affiliated limited partnerships and one wholly-owned corporation, all of which we control. As of December 31, 2025, all of the model homes in Dubose Model Home Investors #202, #203, and #206, LP had been sold. Previously, the Company reported a portfolio for the year ended December 31, 2024 of: • Eight office buildings and one industrial building, • Three retail shopping centers, and • 78 model homes. A summary of the properties owned by the Company, including their lease intangibles, as of December 31, 2025 and 2024 is as follows: Date Real estate assets and lease intangibles, net Property Name Acquired Location December 31, 2025 December 31, 2024 Genesis Plaza (1) August 2010 San Diego, CA $ 7,274,600 $ 7,363,571 Dakota Center (2) May 2011 Fargo, ND 4,861,267 8,154,951 Grand Pacific Center (3) March 2014 Bismarck, ND 8,082,202 8,413,926 Arapahoe Center December 2014 Centennial, CO 8,874,198 9,298,534 Union Town Center (3) December 2014 Colorado Springs, CO — 8,922,943 West Fargo Industrial August 2015 Fargo, ND 6,404,774 6,599,953 300 N.P. August 2015 Fargo, ND 1,949,040 1,963,000 Research Parkway (3) August 2015 Colorado Springs, CO — 2,220,284 One Park Center August 2015 Westminster, CO 5,740,065 5,580,950 Shea Center II (4) December 2015 Highlands Ranch, CO 16,249,498 18,820,370 Mandolin (5) August 2021 Houston, TX 4,508,851 4,600,562 Baltimore December 2021 Baltimore, MD 8,016,747 8,241,456 Commercial properties 71,961,242 90,180,500 Model Home properties (6) 2020 - 2025 36,688,462 37,416,000 Total real estate assets and lease intangibles, net $ 108,649,704 $ 127,596,500 F- 18 Table of Contents ( 1 ) Genesis Plaza is owned by two tenants-in-common, NetREIT Genesis and NetREIT Genessis II, each of which own 57 % and 43 %, respectively, and we beneficially own an aggregate of 92.0 %, based on our ownership of each entity. We have 100 % ownership of NetREIT Genesis and 81.5 % ownership of NetREIT Genesis II, and we have control of both entities. During July 2024, the Company completed a minority ownership conversion option as result of a death in a noncontrolling trust within NetREIT Genesis II. The Company issued the trust 86,232 shares of SQFT Series A Common Stock in exchange for their 36.4 % ownership in NetREIT Genesis II, as per the original exchange agreement. ( 2 ) The non-recourse loan on the Dakota Center property matured on July 6, 2024. During December 2024, the lender agreed to the broker the Company would use to sell the property to settle the non-recourse debt. At December 31, 2025 , the property was included in the real estate assets held for sale, net on the consolidated balance sheet. During July 2025, the lender approved a purchase offer from a third party for $ 5,125,000 . In connection with the approved sale, we have impaired the property’s book value and recorded an impairment charge of approximately $ 3.5 million for the year ended December 31, 2025 . The sale was completed on January 14, 2026. ( 3 ) During February 2025, Union Town Center and Research Parkway were sold to a single buyer for a combined total of approximately $ 15.9 million, net of selling costs, and recognized a net gain of approximately $ 4.5 million, net of closing costs. ( 4 ) During the year ended December 31, 2025, the Company impaired Shea Center II for a total of approximately $ 2.5 million after low property occupancy triggered a cash management event under the terms of the loan agreement. Subsequent to the year ended December 31, 2025, the Company received notice that the Company's failure to repay in full by January 5, 2026 the indebtedness related to the loan agreement governing Shea Center II had triggered a default event. The Company has received notification that the Shea Center II property governed by this agreement will be moved into receivership, which will fulfill its obligation for this non-recourse loan. ( 5 ) A portion of the proceeds from the sale of Highland Court were used in like-kind exchange transactions pursued under Section 1031 of the Code for the acquisition of our Mandolin property. Mandolin is owned by NetREIT Palm Self-Storage LP, through its wholly owned subsidiary, NetREIT Highland LLC, and the Company is the sole general partner and owns 61.3 % of NetREIT Palm Self-Storage LP. ( 6 ) Includes Model Homes listed as held for sale as of December 31, 2025 and December 31, 2024. During the year ended December 31, 2025 , we recorded impairment charges for model homes of approximately $ 0.3 million, which reflects the estimated sales prices for these specific model homes; for the same period in 2024, we recorded $ 0.4 million in impairment. The short hold period, less than two years, and the builder changing their model style after we purchased the homes, contributed to the lower-than-expected sales price. As of December 31, 2025 , we had model home properties held for sale in Alabama, Arizona, Tennessee, and Texas. As of December 31, 2024 , we had model home properties held for sale in Arizona, Florida, and Texas. For the years ended December 31, 2025 and 2024 , depreciation and amortization expense, excluding amortization of deferred leasing cost, totaled approximately $ 4.4 million and $ 5.0 million, respectively. As of December 31, 2025 and 2024 , construction in progress for tenant and building improvements totaled approximately $ 1.1 million and $ 0.4 million, respectively. 5. LEASE INTANGIBLES The following table summarizes the net value of other intangible assets acquired and the accumulated amortization for each class of intangible asset: December 31, 2025 December 31, 2024 Lease Intangibles Accumulated Amortization Lease Intangibles, net Lease Intangibles Accumulated Amortization Lease Intangibles, net In-place leases $ 2,377,414 $ ( 2,375,580 ) $ 1,834 $ 2,515,264 $ ( 2,504,799 ) $ 10,465 Leasing costs 1,090,384 ( 1,088,114 ) 2,270 1,261,390 ( 1,252,078 ) 9,312 Above-market leases — — — — — — $ 3,467,798 $ ( 3,463,694 ) $ 4,104 $ 3,776,654 $ ( 3,756,877 ) $ 19,777 F- 19 Table of Contents At December 31, 2025 and 2024 , there were no net lease intangible assets and accumulated amortization related to the lease intangible assets included in real estate assets held for sale. The net value of acquired intangible liabilities was approximately $ 3,316 and $ 8,625 relating to below-market leases at December 31, 2025 and December 31, 2024 , respectively. Amortization of below-market rent totaled approximately $ 4,753 and $ 4,641 for the years ended December 31, 2025 and 2024 . Future aggregate approximate amortization expense for the Company's lease intangible assets is as follows: 2026 $ 4,104 2027 — Thereafter — Total $ 4,104 6. OTHER ASSETS Other assets consist of the following: December 31, December 31, 2025 2024 Deferred rent receivable $ 1,591,206 $ 2,126,609 Prepaid expenses, deposits and other 477,738 406,494 Accounts receivable, net 391,281 463,194 Notes receivable 316,374 316,374 Deferred offering costs 279,603 — Right-of-use assets, net 39,468 64,026 Total other assets $ 3,095,670 $ 3,376,697 Periodically, the Company may sell an option in the marketable securities it holds to unrelated third parties for the right to purchase certain securities held within its investment portfolios (“covered call options”). These option transactions are designed primarily to increase the total return associated with holding the related securities as earning assets by using fee income generated from these options. These transactions are not designated as hedging relationships pursuant to accounting guidance ASC 815 and, accordingly, changes in fair values of these contracts are reported in other income (expense). There are several risks associated with transactions in options on securities. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A transaction in options or securities may be unsuccessful to some degree because of market behavior or unexpected events. When we write a covered call option, we forgo, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but retain the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation before the sold option expires, and once an option writer has received an exercise notice, it must deliver the underlying security in exchange for the strike price. As of December 31, 2025 and December 31, 2024 , we did not own common shares of any publicly traded REITs and no written covered call options in any of those same REITs. F- 20 Table of Contents 7. MORTGAGE NOTES PAYABLE Mortgage notes payable consist of the following: Principal as of December 31, December 31, Loan Interest Mortgage note property 2025 2024 Type Rate (1) Maturity Dakota Center (2) 8,739,687 $ 9,091,395 Fixed 4.74 % 7/6/2024 Research Parkway (3) - 1,526,860 Fixed N/A N/A Arapahoe Service Center 8,670,000 8,670,000 Fixed 6.75 % 12/5/2029 Union Town Center (3) - 7,709,746 Fixed N/A N/A One Park Centre 6,096,528 5,919,517 Fixed 6.83 % 9/1/2030 Genesis Plaza 6,235,986 5,813,843 Fixed 7.07 % 9/1/2029 Shea Center II (4) 16,353,296 16,660,803 Fixed 4.92 % 1/5/2026 West Fargo Industrial 5,750,000 5,750,000 Fixed 7.14 % 7/6/2029 Grand Pacific Center 6,360,819 6,460,405 Fixed 6.35 % 5/10/2033 Baltimore 5,670,000 5,670,000 Fixed 4.67 % 4/6/2032 Mandolin 3,440,873 3,508,702 Fixed 4.35 % 4/20/2029 Subtotal, Presidio Property Trust, Inc. Properties $ 67,317,189 $ 76,781,271 Model Home mortgage notes (5) 25,604,494 26,060,798 Fixed 5.94 % - 8.00 % 2025 - 2030 Mortgage Notes Payable $ 92,921,683 $ 102,842,069 Unamortized loan costs ( 847,316 ) ( 747,975 ) Mortgage Notes Payable, net $ 92,074,367 $ 102,094,094 ( 1 ) Interest rates as of December 31, 2025 . ( 2 ) The non-recourse loan on the Dakota Center property matured on July 6, 2024. During December 2024, the lender agreed to the broker the Company would use to sell the property to settle the non-recourse debt. As of December 31, 2025 , the property was included in the real estate assets held for sale, net on the consolidated balance sheet. During July 2025, the lender approved a purchase offer from a third party for $ 5,125,000 . The property was subsequently sold as of January 2026. See Note 4. Real Estate Assets above for further discussion on impairment of the property. ( 3 ) These properties were sold during February 2025 and their loan balances were paid in full. ( 4 ) During the year ended December 31, 2025, the Company impaired Shea Center II for a total of approximately $ 2.5 million after low property occupancy triggered a cash management event under the terms of the loan agreement. Subsequent to the year ended December 31, 2025, the Company received a notice that the Company's failure to repay in full by January 5, 2026 the indebtedness related to the loan agreement governing Shea Center II had triggered a default event. The Company has received notification that the Shea Center II property governed by this agreement will be moved into receivership, which will fulfill its obligation for this non-recourse loan. ( 5 ) As of December 31, 2025 , there were five model homes included as real estate assets held for sale. Our model homes have stand-alone mortgage notes at interest rates ranging from 5.94 % to 8.0 % per annum as of December 31, 2025. The loan agreement between NetREIT Model, Homes, Inc. (“NRMH”) and its lender has a covenant for a Fixed Charge Coverage Ratio, (“FCCR”) as defined for NRMH as of any date that equals (a) the sum of (i) EBITDA for the period ended as of such date minus (ii) distributions for the period ended as of such date divided by (b) the sum of (ii) principal payments paid for the period ended as of such date plus (iii) interest expense for period ended as of such date. The FCCR is to be no less than 1.10 to 1.00, tested at the end of each fiscal quarter. As of December 31, 2025 , NRMH was in compliance with this covenant. The Company and standalone subsidiaries have other various quarterly and annual reporting requirements to the individual property lenders and is in compliance with all material conditions and covenants on those mortgage notes payable as of December 31, 2025 with the exception of Dakota Center's loan maturity and Shea Center's DSCR coverage. Scheduled principal payments of mortgage notes payable were as follows as of December 31, 2025 : F- 21 Table of Contents Commercial Model Properties Homes Total Principal Years ending December 31: Notes Payable Notes Payable Payments 2026 $ 25,504,041 $ 4,469,150 $ 29,973,191 2027 463,715 1,251,371 1,715,086 2028 454,843 8,169,780 8,624,623 2029 23,497,197 5,870,293 29,367,490 2030 5,812,792 5,843,900 11,656,692 Thereafter 11,584,601 — 11,584,601 Total $ 67,317,189 $ 25,604,494 $ 92,921,683 8. NOTES PAYABLE On April 22, 2020, the Company received an Economic Injury Disaster Loan of $ 10,000 from the Small Business Administration ("SBA") to provide economic relief during the COVID- 19 pandemic. This loan advance is not required to be repaid, has no stipulations on use, and has been recorded as fees and other income in the consolidated statements of operations during fiscal 2020. On August 17, 2020, we received an additional Economic Injury Disaster Loan ("EIDL") of $ 150,000 , for which principal and interest payments are deferred for twelve months from the date of issuance, and interest accrues at 3.75% per year. The loan matures on August 17, 2050. We have used the funds for general corporate purposes to alleviate economic injury caused by the COVID- 19 pandemic, which economic damage included abating or deferring rent to certain tenants (primarily retail tenants). As of December 31, 2025 and 2024 , the principal balance on SBA loan was approximately $ 140,674 and $ 144,089 , respectively. During 2023, we had issued one promissory note to our majority owned subsidiary, Dubose Model Home Investors 202 LP, for the refinancing of one model home property in Texas, for approximately $ 0.3 million with an interest rate of 5.55 % per annum and original maturity date of August 15, 2024, which was extended for another year with an interest rate of 8.0 % per annum. This note payable and note receivable, including interest expense and interest income related to this promissory note, is eliminated through consolidation on our financial statements. This property was subsequently sold in October 2024, and the loan was paid in full. As of December 31, 2025 , there were no other notes payable. 9 . INVESTMENT IN CONDUIT PHARMACEUTICALS Sponsorship of Special Purpose Acquisition Company . As of December 31, 2024, the Company, through our wholly-owned subsidiary Murphy Canyon Acquisition Sponsor, LLC (the "Sponsor"), owned 2,944,514 shares ("CDT") of Conduit, a publicly traded company, 709,000 public common stock warrants ("CDTTW") and 540,000 of Conduit private warrants, with a combined value of approximately $ 0.2 million. On January 22, 2025, Conduit filed a certificate of amendment to the Company’s Second Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to effectuate a 1 -for- 100 reverse stock split (the “Conduit Reverse Stock Split”) of the outstanding shares of Conduit’s common stock. The Conduit Reverse Stock Split became effective on January 24, 2025 at 5:00 p.m., Eastern Time (the “Effective Time”) and the new CDT shares began trading on The Nasdaq Global Market on a split-adjusted basis on January 27, 2025 at market open under the existing ticker symbol, “CDT.” As of the Effective Time, every 100 shares of the Conduit's issued and outstanding common stock was combined into one share of common stock. After the Conduit Reverse Stock Split, our remaining shares of CDT totaled 29,445 , with the fractional shares being paid out in cash, totaling $ 0.63 . During May 2025, the Company sold all the remaining shares of CDT common stock for $ 13,990 . As of December 31, 2025 we held 709,000 public common stock warrants of CDTTW, and 540,000 private common stock warrants, with a combined value of approximately $ 3,900 . Conduit's public common stock warrants (CDTTW) and Private CDT Warrants presented on the consolidated balance sheets were measured at fair value using Level 1 and Level 3 market prices, taking into account the adoption of ASU 2022 - 03 Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. F- 22 Table of Contents 10 . COMMITMENTS AND CONTINGENCIES The Company is obligated under certain tenant leases to fund tenant improvements and the expansion of the underlying leased properties. As of December 31, 2025 , approximately $ 1.2 million is estimated for such capital expenditures on existing properties, net of any construction financing, during the rest of the year. Below is a 5 -year minimum base rent schedule for our commercial properties, excluding any variable payments: Future minimum base rent for the Years Ended December 31, Commercial Properties Model Homes Total 2026 $ 9,346,275 $ 2,097,845 $ 11,444,120 2027 6,844,085 298,038 7,142,123 2028 5,136,062 — 5,136,062 2029 3,745,388 — 3,745,388 2030 2,859,924 — 2,859,924 Total $ 27,931,734 $ 2,395,883 $ 30,327,617 Litigation. From time to time, we may become involved in various lawsuits or legal proceedings which arise in the ordinary course of business. Neither the Company nor any of the Company's properties are presently subject to any material litigation nor, to the Company's knowledge, is there any material threatened litigation. Environmental matters. The Company monitors its properties for the presence of hazardous or toxic substances. While there can be no assurance that a material environmental liability does not exist, the Company is not currently aware of any environmental liability with respect to the properties that would have a material effect on the Company's financial condition, results of operations and cash flow. Further, the Company is not aware of any environmental liability or any unasserted claim or assessment with respect to an environmental liability that the Company believes would require additional disclosure or recording of a loss contingency. Financial Markets. The Company monitors concerns over economic recession, interest rate increases, policy priorities of the U.S. presidential administration, trade wars, labor shortages, and inflation, any of which may contribute to increased volatility and diminished expectations for the economy and markets. Additionally, the economic and geopolitical ramifications of the military conflicts in the Middle East and Ukraine, including sanctions, retaliatory sanctions, nationalism, supply chain disruptions and other consequences, could impact commercial real estate fundamentals and result in lower occupancy, lower rental rates, and declining values in our real estate portfolio and in the collateral securing our loan investments. We have not currently experienced a direct material impact to our Company or operations; however, we will continue to monitor the financial markets for events that could impact our commercial real estate properties. 11. STOCKHOLDERS’ EQUITY Preferred Stock. The Company is authorized to issue up to 1,000,000 shares of Preferred Stock (the “Preferred Stock”). The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of the Preferred Stock, to determine the designation of any such series, and to set the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each series of Preferred Stock. On June 15, 2021, the Company completed its secondary offering of 800,000 shares of our Series D Preferred Stock for cash consideration of $ 25.00 per share to a syndicate of underwriters led by The Benchmark Company, LLC, as representative, resulting in approximately $ 18.1 million in net proceeds, after deducting the underwriting discounts and commissions and the offering expenses paid by the Company. The Company granted the underwriters a 45 -day option to purchase up to an additional 120,000 shares of Series D Preferred Stock to cover over-allotments, which they exercised on June 17, 2021, resulting in approximately $ 2.7 million in net proceeds, after deducting the underwriting discounts and commissions and the offering expenses paid by the Company. In total, the Company issued 920,000 shares of Series D Preferred Stock with net proceeds of approximately $ 20.5 million, after deducting the underwriting discounts and commissions and the offering expenses paid by the Company and deferred offering costs. The Series D Preferred Stock is listed for trading on The Nasdaq Capital Market under the symbol SQFTP. The Company has used these proceeds for general corporate and working capital purposes, including acquiring additional properties. F- 23 Table of Contents On June 20, 2024, the Company entered into an underwriting agreement with The Benchmark Company, LLC, pursuant to which the Company issued and sold in an underwritten public offering 109,054 shares of the Company’s Series D Preferred Stock. The shares of Series D Preferred Stock were sold to the public at a price of $ 16.00 per share. The Company agreed to an underwriting discount of 7 % of the public offering price of the shares of Series D Preferred Stock sold in the offering. The offering closed on June 24, 2024, generating gross proceeds of approximately $ 1.74 million, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company has used the net proceeds from the offering for general corporate and working capital purposes, including the acquisition of additional properties. Below are some of the key terms of the Series D Preferred Stock: Dividends: Holders of shares of the Series D Preferred Stock are entitled to receive cumulative cash dividends at a rate of 9.375 % per annum of the $ 25.00 per share liquidation preference (equivalent to $ 2.34375 per annum per share). Dividends will be payable monthly on the 15th day of each month (each, a “Dividend Payment Date”), provided that if any Dividend Payment Date is not a business day, then the dividend that would otherwise have been payable on that Dividend Payment Date may be paid on the next succeeding business day without adjustment in the amount of the dividend. Voting Rights: Holders of shares of the Series D Preferred Stock will generally have no voting rights. However, if the Company does not pay dividends on the Series D Preferred Stock for eighteen or more monthly dividend periods (whether or not consecutive), the holders of the Series D Preferred Stock (voting separately as a class with the holders of all other classes or series of the Company’s preferred stock it may issue upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series D Preferred Stock in the election referred to below) will be entitled to vote for the election of two additional directors to serve on the Company’s Board of Directors until the Company pays, or declares and sets apart funds for the payment of, all dividends that it owes on the Series D Preferred Stock, subject to certain limitations. In addition, the affirmative vote of the holders of at least two -thirds of the outstanding shares of Series D Preferred Stock (voting together as a class with all other series of parity preferred stock the Company may issue upon which like voting rights have been conferred and are exercisable) is required at any time for the Company to (i) authorize or issue any class or series of its stock ranking senior to the Series D Preferred Stock with respect to the payment of dividends or the distribution of assets on liquidation, dissolution or winding up or (ii) to amend any provision of the Company charter so as to materially and adversely affect any rights of the Series D Preferred Stock or to take certain other actions. Liquidation Preference : In the event of the Company’s voluntary or involuntary liquidation, dissolution or winding up, the holders of shares of Series D Preferred Stock will be entitled to be paid out of the assets the Company has legally available for distribution to its stockholders, subject to the preferential rights of the holders of any class or series of its stock the Company may issue ranking senior to the Series D Preferred Stock with respect to the distribution of assets upon liquidation, dissolution or winding up, a liquidation preference of $25.00 per share, plus any accumulated and unpaid dividends to, but not including, the date of payment, before any distribution of assets is made to holders of the Company’s common stock or any other class or series of the Company’s stock it may issue that ranks junior to the Series D Preferred Stock as to liquidation rights. In the event that, upon any such voluntary or involuntary liquidation, dissolution or winding up, the Company’s available assets are insufficient to pay the amount of the liquidating distributions on all outstanding shares of Series D Preferred Stock and the corresponding amounts payable on all shares of other classes or series of the Company’s stock that it issues ranking on parity with the Series D Preferred Stock in the distribution of assets, then the holders of the Series D Preferred Stock and all other such classes or series of stock shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled. Redemption: Commencing on or after June 15, 2026, the Company may redeem, at its option, the Series D Preferred Stock, in whole or in part, at a cash redemption price equal to $ 25.00 per share, plus any accumulated and unpaid dividends to, but not including the redemption date. Prior to June 15, 2026, upon a Change of Control (as defined in the Articles Supplementary), the Company may redeem, at its option, the Series D Preferred Stock, in whole or part, at a cash redemption price of $25.00 per share, plus any accumulated and unpaid dividends to, but not including the redemption date. The Series D Preferred Stock has no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not be convertible into or exchangeable for any of our other securities. In accordance with the terms of the Series D Preferred Stock, the Series D monthly dividend has been approved by the Board of Directors through December 31, 2025 in the amount of $ 0.19531 per share payable on the 15th of every month to stockholders of record of Series D Preferred Stock as of the last day of the prior month. Total dividends paid to Series D Preferred stockholders during the year ended December 31, 2025 and 2024 were approximately $ 2.2 million and $ 2.1 million, respectively. F- 24 Table of Contents Common Stock. As of December 31, 2025, neither Mr. Heilbron nor Mr. Katz owned more than 9.8 % of our outstanding shares of common stock. Effective on May 19, 2025, the Company amended its charter by filing Articles of Amendment with the State Department of Assessments and Taxation of Maryland in order to effect a 1 -for- 10 reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock, par value $ 0.10 per share, subject to the treatment of fractional shares as described below, without any action on the part of the holders. All historical share and per-share amounts reflected throughout the accompanying consolidated financial statements and other financial information in this Annual Report on Form 10 -K have been retroactively adjusted to reflect the 2025 Reverse Stock Split as if the split occurred as of the earliest period presented. The Reverse Stock Split did not affect the number of authorized shares of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split were rounded up to the nearest whole share. All equity awards and warrants outstanding immediately prior to the Reverse Stock Split were proportionately adjusted to reflect the Reverse Stock Split. Effective immediately after the Reverse Stock Split, the Company decreased the par value of the shares of Series A Common Stock from $ 0.10 per share back to $ 0.01 per share. On July 12, 2021, the Company entered into a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of 1,000,000 shares of its Series A Common Stock, Common Stock Warrants to purchase up to 2,000,000 shares of Series A Common Stock and Pre-Funded Warrants to purchase up to 1,000,000 shares of Series A Common Stock. Each share of Common Stock and accompanying Common Stock Warrants were sold together at a combined offering price of $ 5.00 , and each share of Common Stock and accompanying Pre-Funded Warrants were sold together at a combined offering price of $ 4.99 . The Pre-Funded Warrants were exercised in full during August 2021 at a nominal exercise price of $ 0.01 per share. The Common Stock Warrants have an exercise price of $ 5.50 per share, were exercisable upon issuance and will expire five years from the date of issuance. The Company is authorized to issue up to 100,000,000 shares of Series A Common Stock, 1,000 shares of Series B Common Stock, and 9,000,000 shares of Series C Common Stock (collectively, the "Common Stock") each with $ 0.01 par value per share. Each class of Common Stock has identical rights, preferences, terms, and conditions except that the holders of Series B Common Stock are not entitled to receive any portion of Company assets in the event of the Company's liquidation. No shares of Series B or Series C Common Stock have been issued. Each share of Common Stock entitles the holder to one vote. Shares of our Common Stock are not subject to redemption and do not have any preference, conversion, exchange, or preemptive rights. The Company's charter contains restrictions on the ownership and transfer of the Common Stock that prevents one person from owning more than 9.8 % of the outstanding shares of common stock. The Board of Directors granted our CEO, Jack Heilbron, and CIO, Gary Katz, an exception to the 9.8 % ownership limit and established an excepted holder limit permitting each of Jack Heilbron and Gary Katz to beneficially or constructively own up to 19 % of the outstanding shares of our common stock, including warrants, subject to compliance with Article VII of the Company’s charter. As of December 31, 2025, neither Mr. Heilbron nor Mr. Katz owned more than 9.8 % of our outstanding shares of common stock. Effective on May 19, 2025, the Company amended its charter by filing Articles of Amendment with the State Department of Assessments and Taxation of Maryland in order to effect a 1 -for- 10 reverse stock split of its outstanding shares of common stock (the “Reverse Stock Split”). As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued or outstanding were automatically reclassified into one new share of common stock, par value $ 0.10 per share, subject to the treatment of fractional shares as described below, without any action on the part of the holders. All historical share and per-share amounts reflected throughout the accompanying consolidated financial statements and other financial information in this Annual Report on Form 10 -K have been retroactively adjusted to reflect the 2025 Reverse Stock Split as if the split occurred as of the earliest period presented. The Reverse Stock Split did not affect the number of authorized shares of common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise have been entitled to receive fractional shares as a result of the Reverse Stock Split were rounded up to the nearest whole share. All equity awards and warrants outstanding immediately prior to the Reverse Stock Split were proportionately adjusted to reflect the Reverse Stock Split. Effective immediately after the Reverse Stock Split, the Company decreased the par value of the shares of Series A Common Stock from $ 0.10 per share back to $ 0.01 per share. F- 25 Table of Contents On July 12, 2021, the Company entered into a securities purchase agreement with a single U.S. institutional investor for the purchase and sale of 1,000,000 shares of its Series A Common Stock, Common Stock Warrants to purchase up to 2,000,000 shares of Series A Common Stock and Pre-Funded Warrants to purchase up to 1,000,000 shares of Series A Common Stock. Each share of Common Stock and accompanying Common Stock Warrants were sold together at a combined offering price of $ 5.00 , and each share of Common Stock and accompanying Pre-Funded Warrants were sold together at a combined offering price of $ 4.99 . The Pre-Funded Warrants were exercised in full during August 2021 at a nominal exercise price of $ 0.01 per share. The Common Stock Warrants have an exercise price of $ 5.50 per share, were exercisable upon issuance and will expire five years from the date of issuance. On July 14, 2025, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”) for the purpose of raising approximately $ 2.05 million in gross proceeds for the Company. Pursuant to the terms of the Purchase Agreement, the Company agreed to sell in a registered direct offering (the “Offering”), (i) 140,000 shares (the “Public Shares”) of its Series A Common Stock and (ii) pre-funded warrants to purchase up to 30,830 shares (the “Pre-Funded Warrant Shares”) of Series A Common Stock (the “Pre-Funded Warrants”). Each Public Share and accompanying Pre-Funded Warrant were sold together at a combined offering price of $ 12.00 . The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $ 0.0001 and were exercised on July 14, 2025 in full. The closing of the sales of the Securities pursuant to the Purchase Agreement occurred on July 15, 2025. The net proceeds to the Company after deducting the Placement Agent’s fees and the Company’s offering expenses were approximately $ 1.7 million. The Company has used and intends to use the net proceeds from the offering for working capital and for other general corporate purposes including to potentially acquire additional properties. In addition, in connection with the Purchase Agreement, the Company and the Purchaser entered into an Amendment to Series A Common Stock Purchase Warrants (the “Amendment”). The Amendment amends certain warrants to purchase 200,000 shares of Series A Common Stock purchased by the Purchaser on July 14, 2021 to (i) reduce the exercise price to $ 12.00 per share from $ 55 per share and (ii) extend the termination date to July 16, 2030 from July 16, 2026. Pursuant to the Stock Purchase Agreement, the Company filed a resale registration statement to register the shares of Series A Common Stock underlying such warrants, which registration statement went effective on August 22, 2025. The Company evaluated the accounting guidance in ASC 480 and ASC 815 regarding the classification of the Pre-Funded Warrant, Common Stock Warrants, and Placement Agent Warrants as equity or a liability and ultimately determined that it should be classified as permanent equity. As of December 31, 2025, none of the Common Stock Warrants and Placement Agent Warrants have been exercised. Genesis Plaza is owned by two tenants-in-common, NetREIT Genesis and NetREIT Genessis II, each of which own 57 % and 43 %, respectively, and we beneficially own an aggregate of 92.0 %, based on our ownership of each entity. We have 100 % ownership of NetREIT Genesis and 81.5 % ownership of NetREIT Genesis II, and we have control of both entities. During July, 2024, the Company completed a minority ownership conversion option as result of a death in a noncontrolling trust within NetREIT Genesis II. The Company issued the trust 86,232 shares of SQFT Series A Common Stock in exchange for their 36.4 % ownership in NetREIT Genesis II, as per the original exchange agreement at $ 9.30 per share. F- 26 Table of Contents Stock Repurchase Program . 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 expired in December 2025. During the year ended December 31, 2025 , we repurchased 16,080 shares of our Series A Common Stock, with an average price of $ 4.79 per share, including a commission of $ 0.025 per share, for a total cost of $ 77,092 for the Series A Common Stock. This does not include the Tender Offer shares repurchased during April 2025 as noted below. During the year ended December 31, 2025 , the Company repurchased 23,346 shares of our Series D Preferred Stock at an average price of approximately $ 14.76 per share, including a commission of $ 0.035 per share, for a total cost of $ 344,503 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. On April 8, 2025, we commenced the Tender Offer, a fixed price self-tender offer to purchase for cash all odd lots plus up to 200,000 shares of the Company’s Series A common stock, par value $ 0.01 per share, properly tendered and not properly withdrawn prior to the expiration date, subject to the Company’s ability to increase the number of shares accepted for payment in the Tender Offer by up to 2 % of the Company’s outstanding common stock (resulting in an increase of up to approximately 28,308 shares) without amending or extending the Tender Offer in accordance with rules promulgated by the SEC, at $ 6.80 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The Tender Offer expired at 11:59 P.M., New York City time, on May 5, 2025. Based on the final count by the depositary for the Tender Offer, 214,412 shares of Series A common stock were validly and successfully tendered and not properly withdrawn, including tenders of shares for which the tender was defective but for which the Company waived such defects. Pursuant to the terms of the Tender Offer, the Company accepted for purchase 214,412 shares of Series A common stock, including 1,209 odd lot shares. Total cash required to complete the Tender Offer was approximately $ 1,458,000 , excluding fees and expenses related to the Tender Offer. We believe that the tender offer provided an efficient mechanism to provide our stockholders who desired immediate liquidity with the opportunity to tender shares at a favorable price relative to the current market price and without incurring broker’s fees associated with most secondary market sales, while also providing a benefit to those stockholders who did not participate, as such stockholders automatically increased their relative percentage ownership interest in the Company and our future operations, including any liquidity events that we may have in the future. Another purpose of the Tender Offer was to reduce the number of our issued and outstanding shares and to reduce or eliminate all of our odd lots. Overall, we believe that the Tender Offer was a prudent use of our financial resources given our business profile, capital structure, assets and liabilities. Cash Dividends. For the years ended December 31, 2025 and December 31, 2024 , the Company did not declare and pay a Series A Common Stock cash dividend. For the years ended December 31, 2025 and December 31, 2024 , the Company declared and paid Series D Preferred Stock cash dividends of approximately $ 2.2 million and $ 2.1 million, respectively. The Company intends to continue to pay dividends to our common stockholders on a quarterly basis, and on a monthly basis to holders of our Series D Preferred Stock going forward, but there can be no guarantee the Board of Directors will approve any future dividends. 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, 2025 and December 31, 2024 . As of January 28, 2026, the Board of Directors has suspended the Company’s monthly dividend on its Series D Preferred Stock commencing with the January 2026 monthly dividend that would have been paid on February 15, 2026. In accordance with the terms of the Series D Preferred Stock, the unpaid monthly dividends will continue to accrue at $ 0.19531 per share each month. No interest, or sum of money in lieu of interest, is payable in respect of any dividend payments on the Series D Preferred Stock that are in arrears. The Board and the Company intend to reassess, on a quarterly basis, when accrued dividends on the Series D Preferred Stock may be paid and when the monthly dividend payments can be reinstated. F- 27 Table of Contents Series D Preferred Stock Month 2025 2024 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 Partnership Interests. Through the Company, its subsidiaries, and its partnerships, we own 10 commercial properties in fee interest, two of which we own partial interests in through our holdings in various affiliates in which we serve as general partner, member and/or manager. Each of the limited partnerships is referred to as a “DownREIT.” In each DownREIT, we have the right, through put and call options, to require our co-investors to exchange their interests for shares of our Common Stock at a stated price after a defined period (generally five years from the date they first invested in the entity’s real property), the occurrence of a specified event or a combination thereof. The Company is a limited partner in five partnerships and sole stockholder in one corporation, which entities purchase and lease model homes from homebuilders. 12. SHARE-BASED INCENTIVE PLAN The Company maintains a restricted stock incentive plan for the purpose of attracting and retaining officers, employees, and non-employee board members. Share awards generally vest in equal annual installments over a three -to- ten year period from date of issuance. Non-vested shares have voting rights and are eligible for any dividends paid on shares of common stock. The Company recognized compensation cost for these fixed awards over the service vesting period, which represents the requisite service period, using the straight-line method. Prior to our IPO, the value of non-vested shares was calculated based on the offering price of the shares in the most recent private placement offering of $ 20.00 , adjusted for stock dividends since granted and assumed selling costs, which management believed approximated fair market value as of the date of grant. Upon our IPO, the value of non-vested shares granted is generally calculated based on the closing price of our common stock on the date of the grant. During our Annual Meeting of Stockholders, held on June 1, 2023, the Company's 2017 Incentive Award Plan was amended to increase the available shares for issuance from 250,000 to 350,000 and add an evergreen provision to, on April 1 st and October 1 st of each year, automatically increase the maximum number of shares of common stock available under the plan to 15% of the Company's outstanding shares of common stock, if on such date 350,000 (as adjusted for any reverse splits) is less than 15% of the Company's then-outstanding shares of common stock. At the Company’s 2025 Annual Meeting of Stockholders, held on June 2, 2025, the Company’s 2017 Incentive Award Plan was amended and restated to (i) increase the number of shares available for issuance thereunder to 450,000 from 350,000 shares of common stock and (ii) revise the plan’s evergreen provision to, on April 1st and October 1st of each year, automatically increase the maximum number of shares of common stock available under the plan to 15% of the Company’s outstanding shares of common stock, if on such date 450,000 shares constitute less than 15% of the Company’s then-outstanding shares of common stock. F- 28 Table of Contents A summary of the activity for the Company’s restricted stock was as follows: Outstanding shares: Common Shares Weighted-Average Grant Date Fair Value Balance at December 31, 2024 117,081 $ 12.34 Granted 97,685 $ 6.11 Adjusted for reverse split, net 1 N/A Vested ( 84,080 ) $ 10.32 Forfeited ( 26,579 ) $ 9.73 Balance at December 31, 2025 104,108 $ 8.79 The non-vested restricted shares outstanding as of December 31, 2025 , will vest over the next one to two years. As of December 31, 2025 , there were approximately 23,000 shares available to grant under the Company's 2017 Incentive Award Plan. Of the shares vested for the year ended December 31, 2025, 26,579 were forfeited to cover payroll taxes. Share-based compensation expense was approximately $ 1.1 million and $ 1.4 million for the years ended December 31, 2025 and 2024 , respectively, as part of our general and administrative costs. As of December 31, 2025 , future unrecognized stock compensation related to unvested shares totaled approximately $ 0.9 million. 13. SEGMENTS The Company’s reportable segments consist of three types of real estate properties for which the Company’s chief operating decision maker (CODM), which is our Chief Executive Officer ("CEO"), as the CEO has the final decision when allocating capital and personnel to the various segments, internally evaluate operating performance and financial results: Office/Industrial Properties, Model Home Properties and Retail Properties. The Company also has certain corporate-level activities including accounting, finance, legal administration, and management information systems which are not considered separate operating segments. There is no material inter-segment activity. The CODM evaluates the performance of our segments based upon an internal net operating income (“NOI”), which is a non-GAAP supplemental financial measure on a quarterly basis as disclosed in the 10 -Qs and 10 -Ks. We believe that NOI is a widely accepted measure of comparative operating performance in the real estate community. However, our use of the term NOI may not be comparable to that of other real estate companies as they may have different methodologies for computing this amount. The Company defines NOI for its segments as operating revenues (rental income, tenant reimbursements, parking income, and other operating income, net of provision for bad debt) less rental operating costs (property operating expenses, real estate taxes, insurance, utilities, repairs and maintenance, and asset management fees) excluding interest expense. NOI excludes certain items that are not considered to be controllable in connection with the management of an asset such as non-property income & expenses, depreciation & amortization, real estate acquisition fees & expenses, non-cash impairments and corporate general & administrative expenses. Quarterly the Company reviews and test for non-cash impairments, as required by GAAP, on all our properties (i.e. Office/Industrial Properties, Retail Properties, and Model Home Properties); however, the CODM does not consider those non-cash impairments with evaluating the segment’s cash operations and NOI. The CODM uses NOI to evaluate and assess each segments' performance and in deciding how to allocate resources. For Model Home performance the CODM also includes the gain or loss on sale of real estate assets net of any impairments, because we believe that is a major component in the operating success of the segment and part of the business model for Model Homes. The gain on sale of model homes resulted in cash flows to the Company that the CODM can decide on how to allocate to future operations. The following tables compare the Company’s segment activity and NOI and adjusted NOI for Model Home income to its results of operations and financial position as of and for the years ended December 31, 2025 and 2024 , respectively. The line items listed in the below NOI tables include the significant expense considered by the CODM for cash allocations on future investments. The Other Non-Segment & Consolidating Items represent corporate activity, the investment in Conduit Pharmaceutical, and other eliminating items for consolidation. The information for Corporate and Other are presented to reconcile back to the consolidated statement of operations, but is not considered a reportable segment. This includes the loss on Conduit marketable securities. F- 29 Table of Contents The following tables compare the Company's segment activity to its results of operations and financial position as of and for years ended December 31, 2025, and 2024: For the Year Ended December 31, 2025 Retail Office/Industrial Model Homes Corporate and Other Total Rental revenue $ 487,161 $ 9,585,303 $ 3,952,162 $ — $ 14,024,626 Recovery revenue 56,439 2,389,853 — — 2,446,292 Other operating revenue 400 257,414 5,776 80,200 343,790 Total revenues 544,000 12,232,570 3,957,938 80,200 16,814,708 Rental operating costs 115,047 6,423,862 212,817 ( 593,674 ) 6,158,052 Net Operating Income (NOI) 428,953 5,808,708 3,745,121 673,874 10,656,656 Gain on Sale - Model Homes — — 950,434 — 950,434 Impairment of Model Homes — — ( 339,609 ) — ( 339,609 ) Adjusted NOI $ 428,953 $ 5,808,708 $ 4,355,946 $ 673,874 $ 11,267,481 For the Year Ended December 31, 2024 Retail Office/Industrial Model Homes Corporate and Other Total Rental revenue $ 1,595,464 $ 9,778,458 $ 4,368,169 $ — $ 15,742,091 Recovery revenue 463,158 2,318,564 — — 2,781,722 Other operating revenue 62,041 241,530 68,084 29,807 401,462 Total revenues 2,120,663 12,338,552 4,436,253 29,807 18,925,275 Rental operating costs 608,667 6,136,564 171,621 ( 660,775 ) 6,256,077 Net Operating Income (NOI) 1,511,996 6,201,988 4,264,632 690,582 12,669,198 Gain on Sale - Model Home — — 3,426,572 — 3,426,572 Impairment of Model Homes — — ( 406,374 ) — ( 406,374 ) Adjusted NOI $ 1,511,996 $ 6,201,988 $ 7,284,830 $ 690,582 $ 15,689,396 Since a significant portion of the total operating expense for Retail and Office/Industrial are recouped as part of recovery revenue, the CODM looks at NOI as a whole when reviewing the segments. For the Model Home segment, the properties are leased on a triple net basis and the tenants are responsible for a significant portion of the operating expenses. Therefore, the CODM focuses on Model Home revenue, any impairments and the gain on sale of model homes. The CODM reviews on a regular basis the GAAP performance of each segment, including the significant segment expenses reported for GAAP shown in the table below. Our significant segment expenses include consolidated expense categories presented in our consolidated statements of operations, as well as rental operating costs. This information is provided to the CODM and factors into the CODM’s decision making for company-wide strategy. The following tables compare the Company’s segment activity and to its results of GAAP operations and financial position as of and for the years ended December 31, 2025 and 2024 , respectively. The information for Corporate and Other are presented to reconcile back to the consolidated statement of operations, but is not considered a reportable segment as noted above. F- 30 Table of Contents For the Year Ended December 31, 2025 Retail Office/Industrial Model Homes Corporate and Other Total Revenues: Rental income $ 543,600 $ 11,975,156 $ 3,952,162 $ — $ 16,470,918 Fees and other income 400 257,414 5,776 80,200 343,790 Total revenue 544,000 12,232,570 3,957,938 80,200 16,814,708 Costs and expenses: Rental operating costs 115,047 6,423,862 212,817 ( 593,674 ) 6,158,052 General and administrative — 19,195 813,705 4,871,930 5,704,830 Depreciation and amortization 100,472 3,910,547 846,818 4,430 4,862,267 Impairment of goodwill and real estate assets — 6,031,828 339,609 72,000 6,443,437 Total costs and expenses 215,519 16,385,432 2,212,949 4,354,686 23,168,586 Other income (expense): Interest expense - mortgage notes ( 276,961 ) ( 3,757,328 ) ( 2,010,791 ) ( 5,357 ) ( 6,050,437 ) Interest and other income, net — — ( 13,735 ) 34,616 20,881 Net loss in Conduit Pharmaceuticals marketable securities (see footnote 9) — — — ( 188,287 ) ( 188,287 ) Gain on sales of real estate, net 4,494,358 — 950,434 — 5,444,792 Income tax (expense) benefit — ( 9,600 ) ( 60,875 ) ( 392,695 ) ( 463,170 ) Total other income, net 4,217,397 ( 3,766,928 ) ( 1,134,967 ) ( 551,723 ) ( 1,236,221 ) Net income (loss) 4,545,878 ( 7,919,790 ) 610,022 ( 4,826,209 ) ( 7,590,099 ) Less: Income attributable to noncontrolling interests — ( 47,710 ) ( 637,876 ) — ( 685,586 ) Net income (loss) attributable to Presidio Property Trust, Inc. stockholders $ 4,545,878 $ ( 7,967,500 ) $ ( 27,854 ) $ ( 4,826,209 ) $ ( 8,275,685 ) For the Year Ended December 31, 2024 Retail Office/Industrial Model Homes Corporate and Other Total Revenues: Rental income $ 2,058,622 $ 12,097,022 $ 4,368,169 $ — $ 18,523,813 Fees and other income 62,041 241,530 68,084 29,807 401,462 Total revenue 2,120,663 12,338,552 4,436,253 29,807 18,925,275 Costs and expenses: Rental operating costs 608,667 6,136,564 171,621 ( 660,775 ) 6,256,077 General and administrative — 2,330 820,217 6,704,128 7,526,675 Depreciation and amortization 394,461 4,154,769 952,627 13,661 5,515,518 Impairment of goodwill and real estate assets — 1,377,937 406,374 185,000 1,969,311 Total costs and expenses 1,003,128 11,671,600 2,350,839 6,242,014 21,267,581 Other income (expense): Interest expense - mortgage notes ( 577,761 ) ( 3,457,360 ) ( 2,009,641 ) ( 5,434 ) ( 6,050,196 ) Interest and other income, net — ( 171,734 ) ( 23,890 ) 44,268 ( 151,356 ) Net gain in Conduit Pharmaceuticals marketable securities (see footnote 9) — — — ( 17,925,723 ) ( 17,925,723 ) Gain on sales of real estate, net — — 3,426,572 — 3,426,572 Income tax (expense) benefit — — ( 55,543 ) ( 5,312 ) ( 60,855 ) Total other income, net ( 577,761 ) ( 3,629,094 ) 1,337,498 ( 17,892,201 ) ( 20,761,558 ) Net income (loss) 539,774 ( 2,962,142 ) 3,422,912 ( 24,104,408 ) ( 23,103,864 ) Less: Income attributable to noncontrolling interests — ( 86,686 ) ( 2,437,979 ) — ( 2,524,665 ) Net income (loss) attributable to Presidio Property Trust, Inc. stockholders $ 539,774 $ ( 3,048,828 ) $ 984,933 $ ( 24,104,408 ) $ ( 25,628,529 ) F- 31 Table of Contents December 31, December 31, Assets by Reportable Segment: 2025 2024 Office/Industrial Properties: Land, buildings and improvements, net (1) $ 67,445,290 $ 74,425,180 Total assets (2) $ 68,980,087 $ 76,292,662 Model Home Properties: Land, buildings and improvements, net (1) $ 36,688,462 $ 37,416,000 Total assets (2) $ 37,301,777 $ 38,166,964 Retail Properties: Land, buildings and improvements, net (1) $ 4,508,851 $ 15,743,789 Total assets (2) $ 4,669,852 $ 16,673,605 Reconciliation to Total Assets: Total assets for reportable segments $ 110,951,716 $ 131,133,231 Corporate and other assets: Cash, cash equivalents and restricted cash $ 173,621 564,922 Other assets, net $ 10,927,537 10,871,497 Total Assets $ 122,052,874 $ 142,569,650 ( 1 ) Includes lease intangibles. ( 2 ) Includes land, buildings and improvements, cash, cash equivalents, and restricted cash, current receivables, deferred rent receivables and deferred leasing costs and other related intangible assets, all shown on a net basis. For the Year Ended December 31, Capital Expenditures by Reportable Segment 2025 2024 Office/Industrial Properties: Capital expenditures and tenant improvements, office $ 2,513,488 $ 2,044,704 Model Home Properties: Acquisition of operating properties, model home 9,444,465 9,729,351 Retail Properties: Capital expenditures and tenant improvements, retail — 217,121 Totals: Acquisition of operating properties, net 9,444,465 9,729,351 Capital expenditures and tenant improvements 2,513,488 2,261,825 Total real estate investments $ 11,957,953 $ 11,991,176 14. INCOME TAX PROVISION The Company is operated as, and has elected to be taxed as, a REIT under Sections 856 to 860 of the Code. As a REIT, the Company is generally not subject to corporate level income taxes on REIT taxable income that is distributed to its shareholders. The Company accounts for income taxes under the asset and liability method under which it recognizes deferred income taxes, net of valuation allowances, if any, for the estimated future tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and its tax bases and net operating loss and tax credit carryforwards. The Company may, from time to time, be assessed interest or penalties by tax jurisdictions, although any such assessments historically have been minimal and immaterial to its financial results. In the event the Company has such an assessment from a taxing authority, it is its accounting policy to recognize any interest and penalties as a component of income tax. We, together with one of our entities, have elected to treat certain subsidiaries as a taxable REIT subsidiary (a “TRS”) for federal income tax purposes. Certain activities that we undertake must be conducted by a TRS, such as non-customary services for our tenants, and holding assets that we cannot hold directly. A TRS is subject to federal and state income taxes. The Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. Neither the Company nor its subsidiaries have been assessed any significant interest or penalties for tax positions by any tax jurisdictions. F- 32 Table of Contents Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The provision (benefit) for income taxes related to our TRS entities consists of the following for the years ended December 31, 2025 and 2024 : December 31, 2025 December 31, 2024 Current income tax expense (benefit) Federal $ ( 25,778 ) $ ( 17,835 ) State 31,068 30,572 Total current income tax expense (benefit) 5,290 12,737 Deferred income tax expense Federal 424,119 40,279 State 33,761 7,839 Total deferred income tax expense 457,880 48,118 Total income tax (benefit) expense $ 463,170 $ 60,855 Income tax provision differed from the amount computed by applying the U.S. federal income tax rate of 21 % to income (loss) before taxes, as follows: December 31, 2025 December 31, 2024 Taxes at federal statutory rate $ 4,979 21.0 % $ 103,369 21.0 % State and local income tax, net of federal income tax effect 3,797 16.0 % — 0.0 % Re-rate of state deferreds 21,383 90.2 % 48,564 9.9 % REIT minimum state and local income tax 20,468 86.3 % — 0.0 % Other - Other investment write off 382,622 1613.8 % — 0.0 % Other - True-up adjustments 7,115 30.0 % — 0.0 % Other - Partnership basis true-up 22,806 96.2 % ( 91,078 ) - 18.5 % Total income tax expense $ 463,170 1954 % $ 60,855 12.4 % The pretax income in our TRS for the years ended December 31, 2025 and 2024 totaled approximately $ 24,000 and $ 492,000 , respectively. F- 33 Table of Contents The tax effects of temporary differences which give rise to significant portions of deferred tax assets are as follows as of December 31: For The Years Ended 2025 2024 Deferred Tax Assets Deferred Revenue $ 1,398 $ — State Taxes — 8 Fixed Asset 145,680 243,662 Basis difference in investments 9,027 54,974 Net operating loss 68,952 — Total deferred tax asset 225,057 298,644 Deferred Tax Liabilities State Taxes ( 912 ) — Prepaids ( 757 ) — Net deferred tax assets 223,388 298,644 Net deferred tax assets (liability) $ 223,388 $ 298,644 As of December 31, 2025, the Company had net operating loss carryforwards of $ 321,111 for federal, $ 36,361 for state income tax purposes. The Company's state loss carryforwards will begin to expire starting in 2041 if not utilized. Management assessed the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective positive evidence evaluated was the history of cumulative income for Model Homes Inc. incurred over the three -year period ended December 31, 2025. Such objective evidence provides support for no valuation allowance to be recorded for the year ended December 31, 2025. In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740 ): Improvements to Income Tax Disclosures, which improves income tax disclosures through enhanced disaggregation within the rate reconciliation table and disaggregation of income taxes paid by jurisdiction. The amendment is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments should be applied on a prospective basis, however, retrospective application is permitted. The adoption of this ASU only impacted disclosures with no impact on the Company's consolidated financial statements. Cash Taxes Paid (net of refunds) FEDERAL $ 29,009 STATE AL 4,000 CA 20,452 TX 20,659 WI 3,581 OTHER 1,147 TOTAL $ 78,848 15. RELATED PARTY TRANSACTIONS During the years ended December 31, 2025 and 2024, the Company leased portions of its corporate headquarters to Puppy Toes, Inc., a company owned by the Chief Executive Officer and his wife, and to Centurion Counsel, Inc., which is owned by Puppy Toes, Inc. Rent billed to these entities from the Company totaled $ 13,645 and $ 11,442 for the years ended December 31, 2025 and 2024, respectively. Additionally, we receive full payroll reimbursement for employee services provided to Centurion Counsel and Puppy Toes, Inc. during the years ended December 31, 2025 and 2024, which totaled approximately $ 73,678 and $ 141,429 , respectively. These reimbursements were at cost and were not marked up or discounted. As of December 31, 2025 and December 31, 2024, we had reimbursement receivable balances of approximately $ 1,524 and $ 12,376 , which were paid in full during January 2025 and January 2026, respectively. We recognized payments made to Mr. Dubose, who previously served as President of NetREIT Advisors, LLC and Dubose Advisors, LLC; Chief Financial Officer of NetREIT Dubose Model Home REIT, Inc.; and as a Director of the Company. Mr. Dubose is also the father-in-law of Mr. Hightower who now serves on our Board of Directors. For the years ended December 2025 and 2024, the Company paid Mr. Dubose $ 67,504 and $ 293,139 , respectively. For the year ended December 31, 2024, these payments were a combination of Consulting payments totaling $ 191,250 , and distributions and return of capital in his Trust’s investments in DMH#203, DMH#204, DMH#205, DMH#206 and DMH#207 totaling $ 101,889 . For the year ended December 31, 2025, these payments were a combination of Consulting payments totaling $ 50,000 , and distributions and return of capital in his Trust’s investments in DMH#205 and DMH#207 totaling $ 17,504 . F- 34 Table of Contents We also recognized payments made to Mr. Heilbron, CEO of Presidio Property Trust, for his investment in DMH#207, LP. These payments were a combination of distributions and capital returns from DMH#207 LP. For the years ending December 31, 2025 and 2024, the payments were $ 1,323 and $ 4,604 , respectively. We recognized a payment of $ 11,880 made to Jim Durfey, Board of Director for Presidio Property Trust. This payment was paid from Puppy Toes, a company owned by Presidio Property Trust’s Chief Executive Officer. This payment was for purchasing 18,000 shares of SQFT stock from Jim Durfey 16. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date the financial statements were issued. Based upon this review, except as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than disclosed below. The Board of Directors has suspended the Company’s monthly dividend on its 9.375 % Series D Cumulative Redeemable Perpetual Preferred Stock, commencing with the January 2026 monthly dividend that would have been paid on February 15, 2026. In accordance with the terms of the Series D Preferred Stock, the unpaid monthly dividends will continue to accrue at $ 0.19531 per share each month. The Company estimates that suspension of the dividend will preserve approximately $ 2.3 million in cash on an annualized basis. The Board and the Company intend to reassess, on a quarterly basis, when accrued dividends on the Series D Preferred Stock may be paid and when the monthly dividend payments can be reinstated. On January 21, 2026, the Company received a notice that the Company's failure to repay in full by January 5, 2026 the indebtedness owed under that certain promissory note dated as of December 24, 2015 issued to The Bancorp Bank in the original principal amount of $ 17,727,500 , the related loan agreement, dated as of December 24, 2015 by and between the Company and Bancorp Bank. The Company has received notification that the Shea Center II property governed by this agreement will be moved into receivership, which will fulfill its obligation for this non-recourse loan. As of January 14, 2026, the Company sold Dakota Center for $ 5,125,000 . The remaining loan balance was released as a part of the discounted payoff agreement with the lender. During February and March 2026, we sold five model homes in Texas for approximately $ 2.5 million and recorded a gain of approximately $ 0.1 million on sales. These sales included the final home for DMH#204 LP. F- 35 Table of Contents Presidio Property Trust, Inc. and Subsidiaries Schedule III - Real Estate and Accumulated Depreciation and Amortization – as of December 31, 2025 All amounts are in thousands Initial Cost Total Cost (1 ) Property Name/ Location Encumbrances Land Cost Building & Improvements Acquisition Price Capitalized Improvements Land Cost Building & Improvements Total Cost Accumulated Depreciation & Amortization Reserve for Impairment NBV Real Estate Date Acquired Year Built/ Renovated Genesis Plaza, San Diego, CA $ 6,236 $ 1,400 $ 8,600 $ 10,000 $ 3,738 $ 1,400 $ 12,494 $ 13,894 $ 6,620 $ - $ 7,274 08/10 1989 Dakota Center, Fargo, ND 8,740 832 8,743 9,575 4,524 832 13,267 14,099 5,053 4,185 4,861 05/11 1982 Grand Pacific Center, Bismarck, ND 6,361 413 4,926 5,339 3,581 413 11,197 11,610 3,527 - 8,083 03/14 1976 Arapahoe Center, Centennial, CO 8,670 1,420 10,430 11,850 1,680 1,420 12,110 13,530 4,656 - 8,874 12/14 2000 West Fargo Industrial, Fargo, ND 5,750 1,693 6,207 7,900 767 1,693 6,974 8,667 2,262 - 6,405 08/15 1998/2005 300 N.P., Fargo, ND - 135 3,715 3,850 542 135 4,257 4,392 1,413 1,030 1,949 08/15 1922 One Park Centre, Westminster, CO 6,097 1,206 7,944 9,150 2,962 1,206 10,906 12,112 4,405 1,966 5,741 08/15 1983 Shea Center II, Highlands Ranch, CO 16,353 2,214 23,747 25,961 4,603 2,214 28,075 30,289 11,812 2,227 16,250 12/15 2000 McElderry, Baltimore, MD 5,670 215 8,677 8,892 28 215 8,705 8,920 904 - 8,016 12/20 2006 Total Office/ Industrial properties 63,877 9,528 82,989 92,517 22,425 9,528 107,985 117,513 40,652 9,408 67,453 Mandolin, Houston, TX 3,441 1,330 3,562 4,892 14 1,330 3,577 4,907 397 - 4,510 08/21 2021 Total Retail properties 3,441 1,330 3,562 4,892 14 1,330 3,577 4,907 397 - 4,510 Model Homes-DMH LP #204 213 65 299 364 - 65 299 364 41 - 323 07/12 2020 Model Homes-DMH LP #205 601 226 2,004 2,411 - 226 807 1,033 119 - 914 2019 - 2020 2019 - 2020 Model Homes-DMH LP #207 4,692 1,249 6,795 8,252 - 1,249 5,834 7,083 313 33 6,737 07/15 2023 Model Homes-NMH Inc. 20,098 5,087 23,055 27,659 - 5,087 25,004 30,091 1,174 204 28,713 2020 - 2024 2020 - 2024 Total Model Home properties 25,604 6,627 32,153 38,686 - 6,627 31,944 38,571 1,647 237 36,687 CONSOLIDATED TOTALS: $ 92,922 $ 17,485 $ 118,704 $ 136,095 $ 22,439 $ 17,485 $ 143,506 $ 160,991 $ 42,696 $ 9,645 $ 108,650 ( 1 ) Depreciation is computed on a straight-line basis using useful lives up to 39 years. Presidio Property Trust, Inc. and Subsidiaries Schedule III - Real Estate and Accumulated Depreciation and Amortization (continued) – as of December 31, 2025 For the Year Ended December 31, 2025 2024 Real estate Balance at the beginning of the year $ 169,956,012 $ 183,238,901 Acquisitions $ 9,444,465 $ 9,729,351 Improvements $ 2,513,488 $ 2,261,826 Impairments $ ( 6,371,437 ) $ ( 1,784,311 ) Dispositions of real estate $ ( 24,196,867 ) $ ( 23,489,755 ) Balance at the end of the year $ 151,345,661 $ 169,956,012 Accumulated depreciation and amortization Balance at the beginning of the year $ ( 42,359,512 ) $ ( 39,083,117 ) Depreciation and amortization expense $ ( 4,404,508 ) $ ( 5,021,653 ) Dispositions of real estate $ 4,068,063 $ 1,745,258 Balance at the end of the year $ ( 42,695,957 ) $ ( 42,359,512 ) Real estate assets, net $ 108,649,704 $ 127,596,500 F-36