UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
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 14, 2025 (
(Exact Name of Registrant as Specified in Charter)
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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
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 10, 2025, Gladstone Commercial Corporation (the “Company”), through its subsidiary Gladstone Commercial Limited Partnership entered into the Fifth Amended and Restated Credit Agreement and Other Loan Documents with KeyBank National Association, as agent, sole book manager and joint lead arranger, Bank of Amercia, N.A., The Huntington Bank and Fifth Third Bank National Association, as joint lead arrangers and co-syndication agents, and certain other lenders party thereto (the “Amended Credit Facility”).
Among other things, the Amended Credit Facility:
| • | Increased the credit facility size from $475 million to $600 million, with the term loan component of the credit facility being increased to $400 million through, a $35 million reduction to Term Loan A, a $103 million increase to Term Loan B, an $18 million reduction to Term Loan C and a $75 million increase of the revolving credit facility to $200 million; |
| • | Allows for the Amended Credit Facility to be increased by $250 million upon the Company’s request, subject to certain conditions and lender funding; |
| • | Extended the revolving credit maturity date to October 2029; |
| • | Extended the maturity date of Term Loan A to October 2029 and Term Loan B to February 2030; |
| • | Provided an option to extend the Term Loan C component until February 2029; and |
| • | Updated certain existing terms and covenants. |
The Amended Credit Facility continues to include customary terms, covenants, events of default and constraints on borrowing availability based on collateral tests for a credit facility of its size and nature. The Amended Credit Facility did not result in a material change to the applicable interest rate margin.
The foregoing summary of the Amended Credit Facility is not complete and is qualified in its entirety by reference to the Amended Credit Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The Company also issued a press release announcing the Amended Credit Facility. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 is hereby incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits |
| (c) | Exhibits |
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) | ||||||
| October 14, 2025 | By: | /s/ Gary Gerson | ||||
| (Gary Gerson, Chief Financial Officer) | ||||||