8-K
GLADSTONE COMMERCIAL CORP false 0001234006 0001234006 2023-03-20 2023-03-20 0001234006 us-gaap:CommonStockMember 2023-03-20 2023-03-20 0001234006 good:A6.625SeriesECumulativeRedeemablePreferredStockMember 2023-03-20 2023-03-20 0001234006 good:A7.00SeriesDCumulativeRedeemablePreferredStockMember 2023-03-20 2023-03-20

 

 

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): March 20, 2023

 

 

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 8.01

Other Events.

On March 20, 2023, Gladstone Commercial Corporation (the “Company”) announced that its Board of Directors authorized a share repurchase program for up to $50,000,000 of the Company’s common stock. The authorization expires March 20, 2024 and the repurchase program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular amount of stock. Under the repurchase program, repurchases are intended to be implemented through open market transactions on U.S. exchanges or in privately negotiated transactions, in accordance with applicable securities laws, and any market purchases will be made during applicable trading window periods or pursuant to any applicable Rule 10b5-1 trading plans. The timing, prices, and sizes of repurchases will depend upon prevailing market prices, general economic and market conditions and other considerations. A copy of the Company’s press release announcing the repurchase program is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

99.1    Press Release dated March 20, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

 

   

Gladstone Commercial Corporation

                        (Registrant)

March 20, 2023     By:  

/s/ Gary Gerson

      (Gary Gerson, Chief Financial Officer)
EX-99.1

Exhibit 99.1

 

LOGO

GLADSTONE COMMERCIAL CORPORATION ANNOUNCES COMMON STOCK REPURCHASE AUTHORIZATION

MCLEAN, Va., March 20, 2023 – Gladstone Commercial Corporation (Nasdaq: GOOD) (the “Company”) announced that its board of directors has authorized a share repurchase program for up to $50,000,000 of the Company’s common stock. The repurchases are intended to be implemented through open market transactions on U.S. exchanges or in privately negotiated transactions, in accordance with applicable securities laws, and any market purchases will be made during applicable trading window periods or pursuant to any applicable Rule 10b5-1 trading plans. The timing, prices, and sizes of repurchases will depend upon prevailing market prices, general economic and market conditions and other considerations. The authorization expires March 20, 2024 and the repurchase program may be suspended or discontinued at any time and does not obligate the Company to acquire any particular amount of stock.

“After thorough continued analysis and in consultation with our board of directors, we are announcing a share repurchase authorization as part of a capital allocation strategy that we believe is in the best interest of our shareholders and our business. We believe that, with the current market volatility, there is an attractive buying opportunity for our common stock. We believe using capital to repurchase our common shares at appropriate prices represents a favorable strategic use of capital,” said Buzz Cooper, President of the Company.

About Gladstone Commercial (Nasdaq: GOOD)

Gladstone Commercial is a real estate investment trust focused on acquiring, owning and operating net leased industrial and office properties across the United States. As of December 31, 2022, Gladstone Commercial’s real estate portfolio consisted of 137 properties located in 27 states, totaling approximately 17.2 million square feet. For additional information please visit www.gladstonecommercial.com.

Forward-looking Statements: The statements in this press release regarding the Company’s capacity for growth, share repurchases and future distributions are “forward-looking statements.” These forward-looking statements inherently involve certain risks and uncertainties in predicting future results and conditions. Although these statements are based on the Company’s current plans that are believed to be reasonable as of the date of this press release, a number of factors could cause actual results and conditions to differ materially from these forward-looking statements, including those factors described from time to time in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements that may be made to reflect any future events or otherwise, except as required by law.

Contact: For further information contact Investor Relations at 703-287-5893