GLADSTONE COMMERCIAL CORP false 0001234006 0001234006 2024-11-13 2024-11-13 0001234006 us-gaap:CommonStockMember 2024-11-13 2024-11-13 0001234006 good:A6.625SeriesECumulativeRedeemablePreferredStockMember 2024-11-13 2024-11-13 0001234006 good:A7.00SeriesDCumulativeRedeemablePreferredStockMember 2024-11-13 2024-11-13

 

 

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): November 15, 2024 (November 13, 2024)

 

 

Gladstone Commercial Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland   001-33097   02-0681276

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification Number)

1521 Westbranch Drive, Suite 100, McLean, Virginia 22102

(Address of Principal Executive Offices) (Zip Code)

(703) 287-5800

(Registrant’s telephone number, including area code)

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

Common Stock, $0.001 par value per share   GOOD   The Nasdaq Stock Market LLC
6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share   GOODN   The Nasdaq Stock Market LLC
6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share   GOODO   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 ☐

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 13, 2024, Terry Lee Brubaker gave notice that he will be retiring as the Chief Operating Officer of Gladstone Commercial Corporation (the “Company”) effective December 2, 2024. Following Mr. Brubaker’s departure, Michael LiCalsi, the Company’s General Counsel and Secretary, who also serves as President of the Company’s administrator (Gladstone Administration, LLC), will assume certain additional operational responsibilities, while Gladstone Management Corporation, the Company’s investment adviser, will conduct a national search for a Chief Investment Officer to fill Mr. Brubaker’s investment committee responsibilities.

 

Item 7.01

Regulation FD Disclosure.

On November 15, 2024, the Company issued a press release (the “Press Release”) announcing Mr. Brubaker’s retirement. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, as well as Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.

   

Description

99.1    Press Release dated November 15, 2024
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.

 

   

Gladstone Commercial Corporation

    (Registrant)

November 15, 2024     By:  

/s/ Gary Gerson

      Gary Gerson
      Chief Financial Officer

Exhibit 99.1

 

LOGO

Gladstone Commercial Corporation Announces Retirement of Chief Operating Officer Terry Lee Brubaker

 

 

MCLEAN, VA, November 15, 2024: Gladstone Commercial Corporation (Nasdaq: GOOD) (the “Company”) announced that Terry Lee Brubaker will be retiring as Chief Operating Officer of the Company effective December 2, 2024. Mr. Brubaker is also retiring as director and executive officer of Gladstone Management Corporation, the Company’s investment adviser, and as a member of the board of managers and an executive officer of Gladstone Administration, LLC, the Company’s administrator, also effective December 2, 2024. Following Mr. Brubaker’s departure, Michael LiCalsi, the Company’s General Counsel and Secretary, who also serves as Gladstone Administration’s President, General Counsel and Secretary, will assume certain additional operational responsibilities while Gladstone Management will conduct a national search for a Chief Investment Officer to fill Mr. Brubaker’s investment committee responsibilities.

Chairman and Chief Executive Officer, David Gladstone, stated, “Terry has been an integral part of the Gladstone family since inception. His tenure at Gladstone has been marked by remarkable growth and steadfast dedication. Terry’s commitment to our funds and our shareholders will be missed.”

Gladstone Commercial Corporation is a real estate investment trust (“REIT”) focused on acquiring, owning and operating net leased industrial and office properties across the United States. As of September 30, 2024, Gladstone Commercial’s real estate portfolio consisted of 135 properties located in 27 states, totaling approximately 16.8 million square feet. Additional information can be found at www.gladstonecommercial.com.

Source: Gladstone Commercial Corporation

Investor Relations Inquiries: Please visit www.gladstonecommercial.com or (703) 287-5893.

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Document and Entity Information
Nov. 13, 2024
Document And Entity Information [Line Items]  
Entity Registrant Name GLADSTONE COMMERCIAL CORP
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Entity Central Index Key 0001234006
Document Type 8-K
Document Period End Date Nov. 13, 2024
Entity Incorporation State Country Code MD
Entity File Number 001-33097
Entity Tax Identification Number 02-0681276
Entity Address, Address Line One 1521 Westbranch Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town McLean
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22102
City Area Code (703)
Local Phone Number 287-5800
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Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock, $0.001 par value per share
Trading Symbol GOOD
Security Exchange Name NASDAQ
A 6.625 Series E Cumulative Redeemable Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 6.625% Series E Cumulative Redeemable Preferred Stock, par value $0.001 per share
Trading Symbol GOODN
Security Exchange Name NASDAQ
A 7.00 Series D Cumulative Redeemable Preferred Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title 6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share
Trading Symbol GOODO
Security Exchange Name NASDAQ
Gladstone Commercial (NASDAQ:GOODO)
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