Form 8-K

8-K — Presidio Property Trust, Inc.

Accession: 0001493152-26-045704

Filed: 2026-10-05

Period: 2026-10-05

CIK: 0001080657

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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): October 5, 2026

Presidio

Property Trust, Inc.

(Exact

name of registrant as specified in its charter)

Maryland

001-34049

33-0841255

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

4995

Murphy Canyon Road, Suite 300

San

Diego, California 92123

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (760) 471-8536

Not

Applicable

(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:

☒

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

Series

A Common Stock, $0.01 par value per share

SQFT

The

Nasdaq Stock Market LLC

9.375%

Series D Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share

SQFTP

The

Nasdaq Stock Market LLC

Series

A Common Stock Purchase Warrants to Purchase Shares of Common Stock

SQFTW

The

Nasdaq Stock Market LLC

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 ☐

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

8.01 Other Events.

October 5, 2026, Presidio Property Trust, Inc. (the “Company”) issued a press release announcing the results of the Company’s

previously announced offer to exchange any and all outstanding shares of its 9.375% Series D Cumulative Redeemable Perpetual Preferred

Stock for 5.5 newly issued shares of its Series A Common Stock.

copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

The

following exhibit is being filed herewith:

Exhibit

No.

Description

99.1

Press Release, dated October 5, 2026.

104

Cover

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

SIGNATURE

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.

PRESIDIO

PROPERTY TRUST, INC.

By:

/s/

Ed Bentzen

Name:

Bentzen

Title:

Chief

Financial Officer

Dated:

October 5, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Presidio

Property Trust Announces Expiration and Results of Exchange Offer for All Outstanding Shares of

its Series D Preferred Stock

San

Diego, CA – October 5, 2026 – (NASDAQ: SQFT; SQFTP; SQFTW) Presidio Property Trust, Inc. (“Presidio” or the

“Company”), an internally managed, diversified real estate investment trust, announced today that its previously announced

exchange offer (the “Exchange Offer”) to exchange any and all outstanding shares of its 9.375% Series D Cumulative Redeemable

Perpetual Preferred Stock (the “Series D Preferred Stock”) for newly issued shares of its Series A Common Stock (the “Common

Stock”) expired at 11:59 p.m., New York City time, on October 2, 2026 (the “Expiration Date”).

of the Expiration Date, 149,773 shares of Series D Preferred Stock, representing approximately 15.4% of the outstanding

shares of Series D Preferred Stock, were validly tendered and not validly withdrawn. The Company has accepted all such validly tendered

shares for exchange. In accordance with the terms of the Exchange Offer, participating holders will receive 5.5 shares of Common Stock

for each share of Series D Preferred Stock validly tendered, for an aggregate of approximately 823,753 shares of Common Stock

to be issued in connection with the Exchange Offer. The Company expects to settle the Exchange Offer on or about October 6, 2026.

The

Company will not issue fractional shares of Common Stock in the Exchange Offer. If any fractional share of Common Stock would otherwise

be issuable to a participating holder upon the exchange of its shares of Series D Preferred Stock, the number of shares of Common Stock

to be issued to that participating holder will be rounded up to the nearest whole number. The Company will not round up fractional shares

at the beneficial level and will instead round up any such fractional shares at the participant level.

Broadridge

Corporate Issuer Solutions, LLC acted as the information agent and the exchange agent in connection with the Exchange Offer.

The

complete terms and conditions of the Exchange Offer are set forth in the Prospectus (as supplemented or amended from time to time, the

“Prospectus”) that was filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company also filed

with the SEC a Schedule TO (as supplemented or amended from time to time, the “Schedule TO”) containing additional information

about the Company and the Exchange Offer. You may obtain free copies of the Prospectus, the Schedule TO, the registration statement and

all other documents containing important information about Presidio and the Exchange Offer through the SEC’s website at www.sec.gov

or by contacting the information agent, Broadridge Corporate Issuer Solutions, LLC, at shareholder@broadridge.com or 888-789-8409.

You will not be charged for any of these documents that you request.

The

Exchange Offer was not contingent upon any minimum number of shares of Series D Preferred Stock being tendered or any financing conditions.

Certain of the Company’s directors and executive officers tendered their shares of Series D Preferred Stock in the Exchange Offer.

These individuals will receive shares of Common Stock on the same terms (including the exchange ratio) as other tendering holders of

Series D Preferred Stock.

The

Company’s Series D Preferred Stock and the Common Stock are listed on the Nasdaq Capital Market under the symbols “SQFTP”

and “SQFT,” respectively. As of October 2, 2026, a total of 973,736 shares of Series D Preferred Stock were outstanding.

Following the settlement of the Exchange Offer, approximately 823,963 shares of Series D Preferred Stock will remain outstanding.

About

Presidio Property Trust

Presidio

is an internally managed, diversified REIT with holdings in model home properties which are triple-net leased to homebuilders, office,

industrial, and retail properties. Presidio’s model homes are leased to homebuilders located primarily in the Sun Belt states.

Presidio’s office, industrial, and retail properties

are located primarily in Colorado, with properties also located in Maryland, North Dakota, Texas, and Southern California. For more information

on Presidio, please visit Presidio’s website at https://www.PresidioPT.com.

Cautionary

Note Regarding Forward-Looking Statements

This

press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Words such as “expects,”

“intends,” “believes,” “anticipates,” “plans,” “likely,” “will,”

“may,” “could,” “seeks,” “estimates” and variations of such words and similar expressions

are intended to identify such forward-looking statements, although not all forward-looking statements contain such identifying words.

Statements in this press release regarding the settlement of the Exchange Offer and the expected number of shares to be issued are forward-looking

statements.

These

forward-looking statements are based on the Company’s present expectations, but actual outcomes or results may differ materially

from those expressed or implied by such statements. Except as required by law, the Company disclaims any obligation to publicly update

or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future

events or other changes. Investors should not place undue reliance on forward-looking statements. For a further discussion of the factors

that could affect actual results, please refer to the risk factors included in the Company’s filings with the SEC, including the

final Prospectus filed on September 2, 2026, copies of which are available on the SEC’s website at www.sec.gov.

Offer or Solicitation

This

communication does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation of any vote

or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful

prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except

by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Additional

Information about the Exchange Offer and Where to Find It

connection with the Exchange Offer, the Company filed a registration statement on Form S-4 with the SEC on August 7, 2026 (as amended

on August 21, 2026) that includes the Prospectus. The registration statement was declared effective by the SEC on September 2, 2026,

at 9:00 a.m. Eastern Time. The Company filed the final Prospectus in connection with the Exchange Offer with the SEC on September 2,

2026. The Company also filed with the SEC a tender offer statement on Schedule TO (as supplemented or amended from time to time, the

“Schedule TO”) in connection with the Exchange Offer. The Company may file other relevant documents with the SEC regarding

the Exchange Offer. This press release is not a substitute for the Prospectus, the registration statement, the Schedule TO or any other

document that the Company may file with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE SCHEDULE

TO, THE FINAL PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO

THOSE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE

EXCHANGE OFFER. Investors and security holders may obtain free copies of the registration statement, the Schedule TO, the final Prospectus

and all other documents containing important information about the Company and the Exchange Offer, as and when such documents are filed

with the SEC, through the website maintained by the SEC at www.sec.gov.

Investor

Relations Contact:

Presidio

Property Trust, Inc.

Lowell

Hartkorn, Investor Relations

LHartkorn@presidiopt.com

Telephone:

(760) 471-8536 x1244

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