Form 8-K

8-K — FRANKLIN STREET PROPERTIES CORP /MA/

Accession: 0001104659-26-083120

Filed: 2026-07-13

Period: 2026-07-08

CIK: 0001031316

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — fsp-20260708x8k.htm (Primary)

EX-99.1 (fsp-20260708xex99d1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fsp-20260708x8k.htm · Sequence: 1

Franklin Street Properties Corp._July 8, 2026

0001031316false00010313162026-07-082026-07-08

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2026

Franklin Street Properties Corp.

(Exact name of registrant as specified in its charter)

Maryland

001-32470

04-3578653

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

401 Edgewater Place, Suite 200, Wakefield,

Massachusetts

01880

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 557-1300

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol (s)

Name of each exchange on which registered

Common Stock, $.0001 par value per share

FSP

NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

On July 8, 2026, FSP Greenwood Plaza Corp. (the “Seller”), a wholly-owned subsidiary of Franklin Street Properties Corp. (the “Registrant”), closed on the sale of the office buildings located at 6550 and 6560 Greenwood Plaza Boulevard, Englewood, Colorado containing approximately 196,236 square feet (the “Property”) to University of Colorado Health (the “Buyer”), pursuant to a Purchase and Sale Agreement dated May 26, 2026, as amended by a First Amendment to Purchase and Sale Agreement dated June 30, 2026 (as amended, the “Agreement”). There were no material relationships, other than in respect of the Agreement, among the Seller and the Buyer, or any of their respective affiliates. The gross purchase price for the Property was $19,356,000. The Registrant used approximately $8,500,000 of the proceeds from the sale of the Property for the repayment of debt, including interest and fees, with the balance to be retained by the Registrant and available to fund tenant improvements, leasing commissions, building improvements and other general corporate uses.

ITEM 9.01. Financial Statements and Exhibits.

(b)Pro forma financial information.

The pro forma financial information of the Registrant as adjusted to give effect to the sale of the Property is presented in the unaudited pro forma condensed consolidated financial statements filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d)Exhibits.

The following exhibits are filed herewith:

EXHIBIT NO.DESCRIPTION OF EXHIBITS

99.1

Unaudited Pro Forma Condensed Consolidated Financial Statements.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FRANKLIN STREET PROPERTIES CORP.

Date: July 13, 2026

By:

/s/ Scott H. Carter

Scott H. Carter

Executive Vice President, General Counsel and Secretary

EX-99.1

Filename: fsp-20260708xex99d1.htm · Sequence: 2

Exhibit 99.1

SELECTED COMBINING CONDENSED CONSOLIDATED PRO FORMA FINANCIAL DATA

On July 8, 2026, FSP Greenwood Plaza Corp. (the “Seller”), a wholly-owned subsidiary of Franklin Street Properties Corp. (“FSP Corp.” or the “Registrant”), sold a property located at 6550 and 6560 Greenwood Plaza Boulevard, Englewood, Colorado (the “Property”) to University of Colorado Health (the “Buyer”), pursuant to a Purchase and Sale Agreement dated May 26, 2026, as amended pursuant to a First Amendment to Purchase and Sale Agreement dated June 30, 2026 (as amended, the “Agreement”). The gross purchase price for the Property was $19,356,000. There were no material relationships, other than in respect of the Agreement, among the Seller and the Buyer, or any of their respective affiliates.

The following unaudited pro forma condensed consolidated financial statements of FSP Corp. have been prepared to show the pro forma effect of the disposition of the Property and subsequent partial repayments of outstanding borrowings, including interest and fees, and have been prepared in accordance with Article 11 of Regulation S-X by applying pro forma adjustments to our historical combined financial information. The pro forma transaction accounting adjustments for the sale consist of those necessary to account for the disposition. The pro forma other transaction accounting adjustments consist of those necessary to account for the impact of debt repaid using net proceeds from the sale and the impact of such payments on interest expense and deferred financing costs. The unaudited pro forma condensed consolidated financial statements are based upon the historical consolidated financial statements of FSP Corp. included in its Annual Report on Form 10-K for the year ended December 31, 2025, and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. The pro forma consolidated balance sheet has been presented as if the disposition of the Property and a partial repayment of the borrowings had occurred as of March 31, 2026. The pro forma condensed consolidated statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 are presented as if the disposition and partial repayments of the borrowings were completed on January 1, 2025.

The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of the actual results of operations of FSP Corp. for the periods indicated, nor do they purport to represent the financial condition or results of operations of FSP Corp. for any future period. These unaudited pro forma financial statements are provided for informational purposes only. FSP Corp.’s financial position and results of operations after the disposition of the Property may be significantly different than what is presented in these unaudited pro forma financial statements. In the opinion of FSP Corp.’s management, all material adjustments necessary to reflect the effect of the above transactions have been made.

P-1

Franklin Street Properties Corp.

Unaudited Condensed Consolidated Pro Forma Balance Sheets

March 31, 2026

(dollars in thousands, except per share amounts)

Transaction

Other Transaction

Historical

Accounting

FSP Corp. (a)

Adjustments

Pro Forma

Assets:

Real estate assets, net

788,571

(24,316)

(b)

764,255

Acquired real estate leases, net

2,080

Cash, cash equivalents and restricted cash

23,753

17,509

(c)

(8,515)

(e)

32,747

Tenant rents receivable

1,345

Straight-line rents receivable

38,670

(671)

(b)

37,999

Prepaid expenses and other assets

4,322

Office computers & furniture, net

124

Deferred leasing commissions, net

22,921

(857)

(b)

22,064

Total assets

881,786

(8,335)

(8,515)

864,936

Liabilities and Stockholders' equity:

Liabilities:

Initial Term Loans, net

251,527

(7,453)

(e)

244,074

Accounts payable and accrued expenses

26,391

(478)

(b)

25,913

Accrued compensation

234

Tenant security deposits

6,186

Lease liability

1,002

Acquired unfavorable real estate leases, net

Total liabilities

285,373

(478)

(7,453)

277,442

Stockholders' Equity:

Preferred stock

Common stock

Additional paid-in capital

1,335,586

Accumulated distributions in excess of accumulated earnings

(739,183)

(7,857)

(d)

(1,062)

(e)

(748,102)

Total stockholders' equity

596,413

(7,857)

(1,062)

587,494

Total liabilities and stockholders' equity

881,786

(8,335)

(8,515)

864,936

P-2

Franklin Street Properties Corp.

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Three Months Ended

March 31, 2026

(dollars in thousands, except per share amounts)

Transaction

Other Transaction

Historical

Accounting

FSP Corp. (f)

Adjustments

Pro Forma

Revenues:

Rental

26,225

(1,066)

(g)

25,159

Total revenues

26,225

(1,066)

25,159

Expenses:

Real estate operating expenses

10,290

(407)

(g)

9,883

Real estate taxes and insurance

4,243

(173)

(g)

4,070

Depreciation and amortization

10,580

(345)

(g)

10,235

General and administrative

2,669

Interest

6,812

(210)

(i)

6,602

Total expenses

34,594

(925)

(210)

33,459

Loss on extinguishment of debt

(1,267)

Interest income

163

Loss before taxes

(9,473)

(141)

210

(9,404)

Tax expense

Net loss

(9,527)

(141)

210

(9,458)

Weighted average number of shares outstanding, basic and diluted

103,690

Net loss per share, basic and diluted

(0.09)

P-3

Franklin Street Properties Corp.

Unaudited Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended

December 31, 2025

(dollars in thousands, except per share amounts)

Transaction

Other Transaction

Historical

Accounting

FSP Corp. (f)

Adjustments

Pro Forma

Revenues:

Rental

107,162

(4,180)

(g)

102,982

Total revenues

107,162

(4,180)

102,982

Expenses:

Real estate operating expenses

42,040

(1,601)

(g)

40,439

Real estate taxes and insurance

18,211

(705)

(g)

17,506

Depreciation and amortization

42,609

(1,377)

(g)

41,232

General and administrative

12,427

(2)

(g)

12,425

Interest

24,718

(723)

(i)

23,995

Total expenses

140,005

(3,685)

(723)

135,597

Loss on extinguishment of debt

(12)

(111)

(j)

(123)

Loss on sale of properties, net

(12,902)

(7,857)

(h)

(20,759)

Interest income

986

Loss before taxes

(44,771)

(8,352)

612

(52,511)

Tax expense

189

Net loss

(44,960)

(8,352)

612

(52,700)

Weighted average number of shares outstanding, basic and diluted

103,640

Net loss per share, basic and diluted

(0.43)

(0.51)

P-4

FRANKLIN STREET PROPERTIES CORP.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED

PRO FORMA FINANCIAL STATEMENTS

The above unaudited condensed consolidated pro forma financial statement presentation has been prepared based upon certain pro forma adjustments to the historical consolidated financial statements of FSP Corp. Certain assumptions regarding the operations of FSP Corp. have been made in connection with the preparation of the condensed consolidated financial pro forma information. These assumptions are as follows:

1. Adjustments to Pro Forma Condensed Consolidated Balance Sheet

(a) Represents FSP Corp.’s historical condensed consolidated balance sheet as of March 31, 2026, which was derived from FSP Corp.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. FSP Corp. elected to be, and is qualified as, a real estate investment trust for federal income tax purposes. FSP Corp. has met the various required tests; therefore, no provision for federal or state income taxes has been reflected on real estate operations.

FSP Corp. has subsidiaries which are not in the business of real estate operations. Those subsidiaries are taxable as real estate investment trust subsidiaries, or TRS, and are subject to income taxes at statutory tax rates. FSP Corp. is also subject to a business tax known as the Revised Texas Franchise Tax. Some of FSP Corp.’s leases allow reimbursement by tenants for these amounts because the Revised Texas Franchise Tax replaces a portion of the property tax for school districts. Because the tax base of the Revised Texas Franchise Tax is derived from an income-based measure, it is considered an income tax. The taxes on income shown in the pro forma condensed consolidated statements of operations relates primarily to the Revised Texas Franchise Tax. There are no material items that would cause a deferred tax asset or a deferred tax liability.

(b) Represents FSP Corp.’s disposition of the Property and the necessary adjustments to eliminate the real estate assets, rights and obligations associated with tenant leasing arrangements, accrued property taxes, and related intangible assets based on their carrying values as of March 31, 2026, disposed of on July 8, 2026.

(c) Represents the net disposition proceeds received. The gross sales price of the Property was $19.4 million less purchase credits of $0.1 million, less estimated disposition related costs of $1.3 million, and less payment of property taxes in the amount of $0.5 million to the Buyer.

(d) Represents FSP Corp.’s disposition of the Property and the related nonrecurring estimated loss on sale. The loss has been calculated based upon the net disposition proceeds of $17.5 million as described above in (c), less the carrying amounts of assets and liabilities as of March 31, 2026.

(e) Represents a partial repayment of the borrowings, exit fee, and related legal fees in the aggregate amount of $8.5 million, paid from the net disposition proceeds received from the disposition of the Property, as described above in (c). The partial repayment resulted in a loss on extinguishment of debt of $1.1 million. The net reduction of debt associated with the borrowings was $7.5 million.

2. Adjustments to Pro Forma Condensed Consolidated Statements of Operation

(f) Represents FSP Corp.’s historical condensed consolidated statements of operations for the three months ended March 31, 2026 and the year ended December 31, 2025, which were derived from FSP Corp.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026 and the Annual

P-5

Report on Form 10-K for the year ended December 31, 2025, respectively. The condensed consolidated statement of operations for the year ended December 31, 2025 includes a nonrecurring loss of $12.9 million for the sale of a property unrelated to the Property sold on July 8, 2026.

(g) Represents FSP Corp.’s disposition of the Property and the necessary adjustment to eliminate the impact of historical rental income, real estate operating expenses, real estate taxes and insurance, depreciation and amortization, and general and administrative expenses associated with the Property.

(h) Represents FSP Corp.’s disposition of the Property and the related nonrecurring estimated loss on sale. The loss has been calculated based upon the net disposition proceeds of $17.5 million as described above in (c), less the carrying amounts of assets and liabilities as of March 31, 2026.

(i) Represents the amount of interest saved for the three months ended March 31, 2026 and for the year ended December 31, 2025 if the partial repayments on the then outstanding borrowings had occurred on January 1, 2025.

(j) Represents a loss on extinguishment if the partial repayments on the then outstanding borrowings had occurred on January 1, 2025.

P-6

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