NYC 10-K & 10-Q changes, risk factors and insider trading

•The ongoing Russia-Ukraine conflict andconflict, the recent escalation of the Israel-Hamas conflict, and the U.S. and Israel conflict with Iran may adversely impact our business operations and financial performance.

•Risks related to our relatively small asset base and the high concentration of our total assets in twoone large individual real estate assets,asset, including the reliance on threeseven major tenants.

•We have been in breach of several of our mortgage loan covenants,covenants for multiple quarters, some which aremay notbe determined to be events of default, for multiple quarters.default.

If we fail to remediate our existing material weaknesses or do not maintain an effective system of internal control over financial reporting, weinvestor confidence may not be ableadversely toaffected accuratelythereby report our financial results or prevent fraud. As a result, stockholders could lose confidence in our financial and other public reporting, which is likely to negatively affect our business andaffecting the market pricevalue of our commonstock stock.price.

OurAs described in Part II, Item 9A. Controls and Procedures of this Annual Report on Form 10-K, management evaluatedidentified thea impactmaterial ofweakness these errors on its assessment of the design and operating effectiveness ofin the Company’s internal control over financial reporting and identified a material weakness(“ICFR”) in its internal control over financial reporting. The material weakness was due to the lack of an effectively designed control activity over identifying corporate expenses associated with non-operating/non-typical events such as the 2022 contested proxy, including new vendors and new services from existing vendors.2025. A material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of ourthe Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 20242025 and 2023,2024, we had cash and cash equivalents and restricted cash of $18.9$8.0 million and $12.8$18.9 million, respectively. Under the guarantee of certain recourse liabilities under onecovenants of our mortgage loans, we are required to maintain a minimum net worth in excess of $175.0$100.0 million and minimum liquid assets (i.e. cash, cash equivalents and restricted cash) of $10.0$5.0 million. This minimum net worth and cash requirement impacts our ability to fund our other cash needs. In the years ended December 31, 20242025 and 2023,2024, the net cash provided by our property operations were not alone sufficient to fund operating expenses and other capital requirements. Our principal sources of cash in recent periods has been cash on hand from prior financings or from offerings of our Class A common stock including proceeds from the Rights Offering.

General economic conditions such as persistently high inflation and interest rates and the impact the COVID-19 pandemic had on the changing nature of in-office working arrangements on the New York City real estate market, which led, for example, to a slow return of persons to their offices may cause certain of our tenants to be unable to make rent payments to us timely, or at all, reducing the amount of cash generated from our operations and therefore our ability to fund operating expenses and other capital requirements. We have also experienced lease terminations, including the terminations in January 2021 due to the bankruptcy of Knotel, a co-working company that was previously the second largest tenant in our portfolio based on annualized straight-line rent as of September 30, 2020 which occupied several floors at the 9 Times Square and 123 William Street properties. There can be no assurance that we will be able to recover on any of the claims we have against Knotel. Funding our cash needs from cash on hand or the other sources mentioned above reduces the amount of capital available for other uses, including acquisitions and capital expenditures, which limits our financial and operating flexibility and could adversely affect our business.

Our ability to increase the amount of cash we generate from property operations depends on a variety of factors, including the performance of our tenants and our business. Some of our loan agreements also contain cash trap provisions that are triggered if the performance of our properties decline. When these cash traps are active, any excess cash flows are restricted to the specific property and are unable to be used for other purposes, such as expenses on capital improvements at other properties. This could affect our liquidity and our ability to make distributions to our stockholders. As of December 31, 2024,2025, much of our cash was restricted due to the operation of three cash traps (1140 Avenue of the Americas, 400 E. 67th Street/200 Riverside Blvd. and 8713 Fifth Avenue), which together, represent 32.6%19% of the rentable square feet in our portfolio as of December 31, 2024.2025. Also, we had $1.6$6.8 million of cash maintained in segregated cash accounts, and classified as restricted cash on our consolidated balance sheet as of December 31, 2024, resulting from the breach of covenants under loan agreements secured by our 1140 Avenue of the Americas property. Due to this covenant breach all cash generated, if any, at our 1140 Avenue of Americas property is required to be held in a segregated account unavailable to us until the covenant breach is cured.2025. Our 8713 Fifth Avenue property has not generated excess cash after debt service and as of December 31, 20242025 there is no related cash maintained in a segregated and restricted cash account for that property. If we experience additional lease terminations, due to tenant bankruptcies or otherwise, or tenants placed on cash basis continue to not pay rent, it is possible that certain of the covenants on other loans may be breached and we may also become restricted from accessing excess cash flows from those properties. Breaches of loan covenants have reduced the cash available to us and further breaches will limit our ability to access cash generated by these properties (see — “We have been in breach of several of our mortgage loan covenants for multiple quarters”). There is no assurance that we will be able to cure any breaches of any of our mortgage loan covenants on favorable terms or at all and access the excess cash generated by these properties, if any. Our ability to increase the cash flow from our properties in amounts necessary to cure the covenant breaches and otherwise generate excess cash from our properties that may be used to satisfy our capital needs will depend on the success of our leasing initiatives. We may not be able to lease all or any portion of our currently vacant space, and we may experience additional terminations. Renewals and new leases have been and in the future may be, at lower rental rates.

Decisions regarding the frequency and amount of any future dividends we pay on our Class A common stock will remain at all times entirely at the discretion of our Board, which reserves the right to change our dividend policy at any time and for any reason. Our ability to pay dividends in the future depends on our ability to operate profitably and to generate sufficient cash flows from the operations. We cannot guarantee that we will be able to pay dividends on a regular basis on our Class A common stock or any other class or series of stock we may issue in the future. We have not paid dividends on our Class A common stock since March 2022. There is no assurance as to when or if we will pay dividends in the future. During the six months ended June 30, 2022 and during the year ended December 31, 2021, we paid our Class A common stockholders dividends in the amount equal to $0.80 per share per quarter (adjusted for the Reverse Stock Split). These dividends were not funded with cash flow generated by operations but rather from available cash on hand consisting of proceeds from prior period financings and proceeds from our Common Stock ATM Program. Funding dividends from these sources reduced the capital available for other requirements, such as capital expenditures, investing in new assets and paying operating expenses. In addition, although our Board has adopted a resolution authorizing consideration of share repurchases of up to $100 million of shares of Class A common stock over a long-term period actual repurchases must be reviewed and approved by our Board based on management recommendations taking into consideration all information available at the specific time including our available cash resources (including the ability to borrow), market capitalization, trading price and alternative uses such as acquisitions. Provisions contained in our loan agreements may also impact our ability to pay dividends. If we do not restart paying cash dividends on our Class A common stock, the return on your investment, if any, will depend solely on an increase, if any, in the market value of our Class A common stock.

Two of ourOur individual real estate investments represent a material percentage of our assets.

As of December 31, 2024,2025, our portfolio consisted of sixfive properties, and the two largest assets,asset, 123 William StreetStreet, and 1140 Avenue of the Americas, aggregatedrepresents approximately 80%73% of the total rentable square footage in our portfolio and 77%67% of annualized straight-line rent. Due to our relatively small asset base and the high concentration of our total assets in relatively large individual real estate assets, the value of our assets could vary more widely with the performance of specific assets than if we invested in a more diverse portfolio of properties. Because of this asset concentration, even modest changes in the value of our real estate assets could have a significant impact on the value of our assets and the value of our Class A common stock.

The ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, and U.S. and Israel conflict with Iran may adversely impact our business operations and financial performance.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and, until recently,conflict, the Israel-Hamas conflict.conflict, and the U.S. and Israel conflict with Iran. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflict is highly unpredictable, it could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The ongoing conflict and the resulting geopolitical instability can adversely impact our business operations and financial performance. These factors may also result in the weakingweakening of the financial condition of a significant tenant or a number of smaller tenants, which could adversely impact their ability to timely pay rent. Our revenues is largely dependent on the success and economic viability of our tenants and, as a result, our financial condition and results of operations may be adversely affected.

Our real properties are subject to real property taxes that may increase as tax rates change and as the real properties are assessed or reassessed by taxing authorities. Zohran Mamdani, New York City’s recently elected mayor, has proposed a potential 9.5% increase in property taxes as part of New York City’s budget proposal for fiscal year 2027. All of the real estate assets we own are in the New York City area and, as a result, our properties could be impacted by such tax should it go into effect. We anticipate that certain of our leases will generally provide that the property taxes, or increases therein, are charged to the lessees as an expense related to the real properties that they occupy, while other leases will generally provide that we are responsible for such taxes. In any case, as the owner of the properties, we are ultimately responsible for payment of the taxes to the applicable government authorities. If real property taxes increase, lessees may be unable to make the required tax payments, ultimately requiring us to pay the taxes even if otherwise stated under the terms of the lease. If we fail to pay any such taxes, the applicable taxing authority may place a lien on the real property and the real property may be subject to a tax sale. In addition, we are generally responsible for real property taxes related to any vacant space.

As of December 31, 2024,2025, we had total outstanding indebtedness of approximately $347.4$249.6 million. We do not have any debt maturing in 2025.

As of December 31, 2024,2025, we were in breach of covenants under threetwo separate mortgage loans aggregating $159.0$60.0 million in principal amount, which are secured by three of our properties: 1140 Avenue of the Americas, 400 E. 67th Street,Street/200 Riverside Blvd. and 8713 Fifth Avenue. These properties represented, in the aggregate, 33%19% of the total rentable square feet in our portfolio as of December 31, 2024.2025. These breaches, which have been ongoing for several quarters are described in more detail elsewhere in this Annual Report on Form 10-K (see Note 45 — Mortgage Notes Payable, Net to our 20242025 Financial Statements for additional information) require us to hold any excess cash generated by the properties, if any, in a segregated account as additional collateral under the loans. We had $1.6 million, of cash maintained in segregated cash accounts, and classified as restricted cash on our consolidated balance sheet as of December 31, 2024, resulting from breaches of the mortgage loans secured by our 1140 Avenue of the Americas property. Cash held in these accounts is or was not otherwise available to us to fund operating expenses at our other properties and other capital requirements until the breaches have been cured. There was no cash maintained in segregated cash accounts for our 8713 Fifth Avenue property as of December 31, 20242025 since this property had not generated excess cash after debt service. We were also informed by the applicable lender that we were in default under the loan agreements for two of our properties: 1140 Avenue of the Americas andproperties, 400 E. 67th Street/200 Riverside Blvd. (as described in the “Notice of Defaults” section in Item 7A. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources). While we disagree with the lenders and are contesting such notices, there can be no assurance that we will prevail or that the debt for each property will not be accelerated.

We have incurred indebtedness and expect that we will incur indebtedness in the future. Although none of our indebtedness is variable rate, to the extent that we incur variable rate debt not fixed by swap in the future, increases in interest rates would increase our interest costs, which could reduce our cash flows and our ability to use cash for other corporate purposes. The domestic and international commercial real estate debt markets are subject to volatility, resulting in, from time to time, the tightening of underwriting standards by lenders and credit rating agencies and reductions in the availability of financing. Beginning in early 2022, in response to significant and prolonged increases in inflation, the U.S. Federal Reserve Board raised interest rates eleven times during 2022 and 2023 and then paused rate increases in the fourth quarter of 2023 following the deceleration of inflationary growth. During that same period the European Central Bank and the Bank of England similarly raised interest rates and implemented fiscal policy interventions responsive to high levels of inflation and recession fears. The Federal Reserve Board cut interest rates in Septemberduring 2024 and December 2024,2025, and it may seek to further reduce interest rates, increase interest rates or maintain current interest rates. The timing, number and amount of any future interest rate changes are uncertain, and there can be no assurance that rates will continue to decrease at a rate currently predicted or at all, which would in turn negatively impact our borrowing costs. In addition, further increases in interest rates could make it more difficult for us to refinance our existing debt or require us to sell properties. Increases in interest rates would also impact new or refinanced fixed rate debt, which could adversely affect our business, financial condition, results of operations and liquidity.

Our success depends to a significant degree upon the contributions of our executive officers and other key personnel of our Advisor and its affiliates, including MichaelNicholas Anderson,S. Schorsch, Jr., chief executive officer, and Michael LeSanto, our chief financial officer. Neither our Advisor nor any of its affiliates has an employment agreement with these key personnel and we cannot guarantee that all, or any particular one, will remain employed by our Advisor or one of its affiliates and otherwise available to continue to perform services for us. If any of our key personnel were to cease their affiliation with our Advisor or its affiliates, our operating results, business and prospects could suffer. Further, we do not maintain key person life insurance on any person. We believe that our success depends, in large part, upon the ability to our Advisor to hire, retain or contract for services or highly skilled managerial, operational and marketing personnel. We also depend on these key personnel to maintain relationships with firms that have special expertise in certain services or detailed knowledge regarding our investments and assets especially real properties located in the five boroughs of New York City, particularly in Manhattan. If our Advisor loses or is unable to obtain the services of skilled personnel due to an overall labor shortage, lack of skilled labor, increased turnover or labor inflation, our Advisor's ability to manage our business and implement our investment strategies could be delayed or hindered, which could have a material adverse effect on us.

We are an externally managed company that currently owns a portfolio of commercial real estate located within the five boroughs of New York City, primarily Manhattan. Our real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities and parking garages that do not accompany office spaces. As of December 31, 2024,2025, we owned sixfive properties consisting of approximately 10.7 million rentable square feet acquired for an aggregate purchase price of $621.2$442.7 million.

New York City, where all of our properties are located, was among the hardest hit locations in the country and fully reopened from relevant restrictions and lockdowns on March 7, 2022. The pace of recovery in the New York City office market from the COVID-19 pandemic continues to be challenged as leasing and occupancy trends for the broader market have slowed, leading political, community, and business leaders to propose repositioning plans for many New York City office assets that are experiencing high vacancy rates. While the COVID-19 pandemic subsided, some businesses continue to maintain hybrid or all work-from-home arrangements in response to employee desire for more flexibility, which may lead to a downturn in the commercial real estate market and potentially represent a long-term negative impact on the New York City real estate market.

The adverse economic impacts since the onset of the COVID-19 pandemic have caused us to experience challenges in leasing up available space and maintaining occupancy in our properties. These challenges with leasing activity have negatively impacted, and continue to impact, our results of operations, cash flows, and ability to comply with certain mortgage debt covenants. For additional information on our leasing activity for the yearsyear ended December 31, 2025 and 2024, please see Results of Operations — Leasing Activity below.

Significant Accounting Estimates and Critical Accounting Policies and Estimates

We are the lessee under a land leases which was previously classified as an operating lease prior to adoption of leaseASC accounting842 and will continue to be classified as an operating lease under transition elections unless subsequently modified. These lease is reflected on our consolidated balance sheets and the rent expense is reflected on a straight-line basis over the lease term.

•Occupancy at 400123 E. 67thWilliam Street decreased to 44.3% as of the year ended December 31, 2024 compared to 100%79.2% as of December 31, 2023.2025, compared to 82.3% as of December 31, 2024.

•Occupancy at our400 propertiesE. located67th at 196 Orchard Street, 200 Riverside Blvd. and 8713 Fifth AvenueStreet remained the same at 100.0%44.3% as of the year ended December 31, 20242025 and December 31, 2023.2024.

As of December 31, 2024,2025, we owned sixfive properties, all of which were acquired prior to January 1, 2024.2025. Our results of operations for the year ended December 31, 20242025 as compared to the year ended December 31, 20232024 primarily reflect changes due to leasing activity and occupancy.

Revenue from tenants decreased $1.1$18.3 million to $43.3 million for the year ended December 31, 2025, compared to $61.6 million for the year ended December 31, 2024, comparedprimarily due to $62.7the milliondispositions forof our 1140 Avenue of the yearAmericas and 9 Times Square properties during the years ended December 31, 2023.2025 Theand December 31, 2024, respectively, resulting in a $18.3 million decrease in revenue wasfrom primarily due to bad debt expense as a result of a lease renegotiation with a tenant at 123 William Street.tenants.

Property operating expenses increaseddecreased by $0.4$(6.7) million to $27.5 million for the year ended December 31, 2025, compared to $34.2 million for the year ended December 31, 2024,2024. comparedThe decrease in expenses is primarily related to $33.8the millionsale forof 9 Times Square during the year ended December 31, 2023.2024.

During the year ended December 31, 2024,2025, we recorded total impairment charges oftotaling $112.5$13.1 millionmillion, as comparedrelated to $66.6our million400 impairmentE. 67th Street/200 Riverside Blvd. properties. These charges recordedwere duringrecognized to reduce the yearcarrying endedvalue Decemberof 31,the 2023.property to its estimated fair value.

WeDuring the year ended December 31, 2024, we recorded $86.6 million ofan impairment charges duringof 2024$86.6 million related to our 9 Times Square property, as the carrying value exceeded the sales price of the asset, less costs to sell the property. This property was sold in December 2024 for a contract sales price of $63.5 million. We recorded the impairment charges onfor this property because we determined that the carrying value exceeded our estimate of the salesnet sale price of the asset,property lessas theof costsJune to30, sell2023. theThis property.property was sold in December 2024.

WeIn addition, we recorded $0.5 million of impairment charges relatedof to$25.8 ourmillion 421 W. 54th Street - Hit Factory property duringfor the year ended December 31, 2023. This property was sold in October 2023 for a contract sales price of $4.5 million. We recorded the impairment charges2024 on thisour property400 becauseE. we67th Street property. We determined that the carrying value exceeded the salesfair pricemarket value of the asset,asset lessas theof costsSeptember to30, sell the property.2024.

Total reimbursement expenses for administrative and personnel services provided by the Advisor during the years ended December 31, 2024 and 2023 were $4.4 million. Pursuant to the Advisory Agreement, reimbursement for administrative and overhead expenses and reimbursements for salaries, wages, and benefits are subject to an annual limit. During the years ended December 31, 20242025 and 20232024 the annual limits on reimbursement for administrative and overhead expenses on and for salaries, wages, and benefit were reached. See Note 1011 — Related Party Transactions and Arrangements to our 20242025 Financial Statements for further details.

Depreciation and amortization expense decreased $8.1$5.6 million to $12.8 million for the year ended December 31, 2025, compared to $18.4 million for the year ended December 31, 2024, compared to $26.5 million for the year ended December 31, 2023.2024. The decrease was theprimarily resultdue ofto a lower depreciable/amortizable asset base duringbetween periods primarily relating to the yeardisposals endedof December 31, 2024 due toour 1140 Avenue of the Americas being impaired in the prior year,and 9 Times Square being classified as an Asset Held for Sale during September 2024, impairments, write-offs of lease intangibles and write off of tenant improvements recorded between periods as well as accelerated depreciation/amortizationproperties in the priorthird year.quarter Seeof Note2025 3and —fourth Realquarter Estateof Investments2024, torespectively. For more information, please see our 2024 FinancialAnnual Statements for further details.Report. There have been no new property acquisitions since January 1, 2023 that would increase the depreciable base during the periods presented.

Interest expense increaseddecreased $0.6$4.2 million to $15.3 million for the year ended December 31, 2025 compared to $19.5 million for the year ended December 31, 2024 compared to $18.9 million for the year ended December 31, 2023.2024. The increasedecrease in interest expense can partiallyprimarily be attributed to the maturityinterest expense related to the 1140 Avenue of ourthe $49.5Americas million notional, SOFR based “pay-fixed” interest rate swapproperty in Aprilcourt 2024,appointed offset by amortization of deferred mortgage financing costs.receivership. During the year ended December 31, 20242025 and 2023,2024, our weighted-average outstanding debt balance was $350.0$251.0 million and $399.5$350.0 million, respectively, with a weighted-average effective interest rate of 4.43%4.56% in each period.

Our principal demands for cash are to fund operating and administrative expenses, capital expenditures, tenant improvement and leasing commission costs related to our properties and our debt service obligations. We expect to fund these cash demands in the short term through a combination of current cash on hand, net cash provided by our property operations and net cash provided by potential property dispositions. However, there remains significant uncertainty regarding our longer-term liquidity position if market conditions do not improve, or if we are unable to execute on planned liquidity initiatives, in which case we may face challenges in meeting future obligations, which could have a material adverse effect on our business, financial condition, and results of operations. See Note 52 — LiquidityGoing RiskConcern to our 20242025 Financial Statements.

As of December 31, 2024,2025, we had cash and cash equivalents of $9.8$1.3 million as compared to $5.3$9.8 million as of December 31, 2023.2024. Under the guarantee of certain enumerated recourse liabilities of the borrower under onecovenants of our mortgage loans, we are required to maintain a minimum net worth in excess of $175.0$100.0 million and minimum liquid assets (i.e., cash, cash equivalents and restricted cash) of $10.0$5.0 million, which totaled $18.9$8.0 million as of December 31, 2024.2025.

We had restricted cash of $6.8 million as of December 31, 2025 as compared to $9.2 million as of December 31, 2024 as compared to $7.5 million as of December 31, 2023,2024, respectively. Our restricted cash balance includes a cash sweeps for 1140 Avenue of the Americas of $1.6 million and $2.5 million, andsweep for 400 E. 67th Street for $4.2$3.7 million and $0.0$4.2 million, both as of December 31, 20242025 and December 31, 2023,2024, respectively, and the remaining balance of restricted cash is comprised of various escrow accounts and other cash accounts with restricted uses. We are able to use a portion of our restricted cash for certain property operating expenses and capital expenditures. For certain property operating expenses and capital expenditures specifically related to our 1140 Avenue of the Americas property, lender approval is required to use any of the cash that is held in restricted cash accounts resulting from the breach of covenants on the loan secured by that property (see below). As a result, some of the property operating expenses and capital expenditures that will be paid with restricted cash may reside in accounts payable and accrued expenses on our consolidated balance sheet as of December 31, 2024.

The New York City real estate market continues to be challenged as a result of the impacts of the COVID-19 pandemic and the related changing nature of in-office working arrangements, which previously caused, and may in the future cause certain of our tenants to be unable to make rent payments to us timely, or at all, and could continue to have, an adverse effect on the amount of cash we receive from our operations and therefore our ability to fund operating expenses and other capital requirements. Beginning in the third and fourth quarters of 2020, the operating results at some of our properties, including our 1140 Avenue of the Americas, 400 E. 6th67th Street/200 Riverside Blvd. and 8713 Fifth Avenue properties, were negatively impacted by the COVID-19 pandemic causing cash trap events under the non-recourse mortgages, where excess operating cash flow from the property, if any, after debt service was held in restricted cash as additional collateral for the loan, for those properties to be triggered. Thus, we were not able to use excess cash flow, if any, from the properties (while the cash trap events were active - see below), to fund operating expenses at our other properties and other capital requirements during the year ended December 31, 2024.2025.

As of December 31, 2024,2025, we are operating under three cash traps at 1140 Avenue of the Americas, 400 E. 67th Street/200 Riverside Blvd. and 8713 Fifth Avenue, which together, represent 33%19% of the rentable square feet in our portfolio as of December 31, 2024. Also, as of December 31, 2024, we still had $1.6 million of cash maintained in a segregated and restricted cash account resulting from the breach of covenants on the loan secured by our 1140 Avenue of the Americas property.2025. However, our 8713 Fifth Avenue property has not generated excess cash after debt service and as of December 31, 20242025 there is no related cash maintained in a segregated and restricted cash account for that property. We may not access the cash from the 1140 Avenue of the Americas property without lender approval unless and until the various breaches have been cured. Excess cash generated by the 1140 Avenue of the Americas property continues to be deposited in a separate cash management account until the borrower under the loan is able to comply with all of the applicable covenants. Additionally, as of December 31, 2024,2025, we are operating under one cash sweep at our 400 E. 67th Street/200 Riverside Blvd. properties. Under these lease sweep periods, any excess cash generated, if any, is to be held in a segregated reserve account controlled by the lender as additional collateral. This swept cash is classified as restricted cash on our consolidated balance sheet. As of December 31, 2024,2025, we had $4.2$3.7 million retained by the lender in a restricted cash account for our 400 E. 67th Street/200 Riverside Blvd. property.properties. For additional information please see Note 45 — Mortgage Notes Payable to our 20242025 Financial Statements.

As of December 31, 20242025, our gross borrowings totaled $350.0$251.0 million, which bore interest at a weighted-average annual rate of 4.43%4.56% (excluding default interest) and had a weighted-average maturity of 2.61.5 years. All of our properties are encumbered under mortgage notes payable, and are not available to satisfy other debts and obligations, or to serve as collateral with respect to new indebtedness, as applicable, unless the existing indebtedness associated with the property is satisfied.

We had fivefour mortgage loans secured by our sixfive properties with an aggregate balance of $350.0$251.0 million as of December 31, 20242025 with a weighted-average effective interest rate of 4.43%.4.56% (excluding default interest). All our mortgage loans bear interest at a fixed rate. This excludes our 1140 Avenue of the Americas property, which is in a consensual foreclosure process.

We are an externally managed company that owns a portfolio of commercial real estate located within the five boroughs of New York City, primarily Manhattan. Our real estate assets consist of office properties and certain real estate assets that accompany office properties, including retail spaces and amenities and parking garages that do not accompany office spaces. As of MarchJune 31,30, 2026, we owned five properties consisting of approximately 0.7 million rentable square feet, acquired for an aggregate purchase price of $442.7 million with an overall occupancy of 76.4%,74.8%, which excludes one property, 1140 Avenue of the Americas, which is in a consensual foreclosure process.

The adverse economic impacts since the onset of the COVID-19 pandemic have caused us to experience challenges in leasing up available space and maintaining occupancy in our properties. These challenges with leasing activity have negatively impacted, and continue to impact, our results of operations, cash flows, and ability to comply with certain mortgage debt covenants. For additional information on our leasing activity for the threesix months ended MarchJune 31,30, 2026 and 2025, please see Results of Operations — Leasing Activity below.

As of MarchJune 31,30, 2026 two of our mortgages encumbering three of our properties aggregating $60.0 million in principal are in default and/or remained in a cash trap events, as described in detail further below in the Liquidity and Capital Resources section. The lenders of one mortgage in default, which is in respect of our 1140 Avenue of the Americas property, have accelerated the debt outstanding under the applicable loan agreement and in June 2025 initiated foreclosure litigation as a result of alleged defaults. In September 2025, the Company and the lender agreed to pursue a cooperative consensual foreclosure. On September 11, 2025, the New York County Court appointed a receiver, and the Company ceased managing the property. As a result of the consensual foreclosure and the appointment of the receiver, the Company removed its related assets and liabilities from the consolidateconsolidated balance sheet as of September 30, 2025. In addition, the 400 E. 67th Street/200 Riverside Blvd. properties are also in default and the lenders have accelerated the debt outstanding under the applicable loan agreement. See also Note 5 – Mortgage Notes Payable, Net — Debt Covenant Non-Compliance, Cash Sweep Events, Notices of Defaults and of Acceleration and Foreclosure Litigation to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion.

Our portfolio is primarily comprised of office and retail tenants. We have collected 98% of cash rent due across our entire portfolio for the threesix months ended MarchJune 31,30, 2026 (based on annualized straight-line rent as of MarchJune 31,30, 2026). We expect our cash rent collections will stay at that level, however there can be no assurance that we will be able to collect cash rent due in the future.

The following table presents certain information about the investment properties we owned as of MarchJune 31,30, 2026:

______ (1)Calculated on a weighted-average basis as of MarchJune 31,30, 2026, as applicable.

(2)On November 6, 2025, the Company received a notice of acceleration from the special servicer on behalf of the lender with respect to the loan secured by the property (See also Note 5 — Mortgage Notes Payable, Net — Debt Covenant Non-Compliance, Cash Sweep Events, Notices of Defaults and of Acceleration and Foreclosure Litigation to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for further discussion).

Leasing Activity for the ThreeSix Months Ended MarchJune 31,30, 2026

The following table is a summary of our quarterly leasing activity during the threesix months ended MarchJune 31,30, 2026:

Leasing Activity for the ThreeSix Months Ended MarchJune 31,30, 2025

The following table is a summary of our quarterly leasing activity during the threesix months ended MarchJune 31,30, 2025:

Our total overall portfolio occupancy decreased as of MarchJune 31,30, 2026 to 76.4%74.8% from a total portfolio occupancy of 82.0% as of MarchJune 31,30, 2025 from the following:

•Occupancy at our property located at 400 E. 67th Street remained the same at 44.3% for the period ended MarchJune 31,30, 2026 and 2025.

•Occupancy at our property located at 200 Riverside Blvd. remained the same at 100% for the period ended MarchJune 31,30, 2026 and 2025.

•Occupancy at our property located at 196 Orchard Street remained the same at 100% for the period ended MarchJune 31,30, 2026 and 2025.

•Occupancy at our property located at 8713 Fifth Avenue remained the same at 100.0% for the period ended MarchJune 31,30, 2026 and 2025.

•Occupancy at 123 William Street decreased to 73.8%71.7% as of MarchJune 31,30, 2026 compared to 84.4% as of MarchJune 31,30, 2025. The decrease in occupancy was due to a lease amendment and a tenant occupying less space and an early termination with a tenant during the quarter ended September 30, 2025.

Comparison of Three Months Ended MarchJune 31,30, 2026 and 2025

As of MarchJune 31,30, 2026, we owned five properties, with one property, 1140 Avenue of the Americas, in a consensual foreclosure process, all of which were acquired prior to January 1, 2025. Our results of operations for the three months ended MarchJune 31,30, 2026 as compared to the three months ended MarchJune 31,30, 2025 primarily reflect changes due to leasing activity and occupancy.

Net loss attributable to common stockholders was $7.8$8.3 million for the quarter ended MarchJune 31,30, 2026, as compared to $8.6$41.7 million for the quarter ended MarchJune 31,30, 2025. The change in net loss attributable to common stockholders is discussed in detail for each line item of the condensed consolidated statements of operations in the sections that follow.

Revenue from tenants decreased to $7.3 million for the three months ended MarchJune 31,30, 2026 as compared to $12.3$12.2 million for the three months ended MarchJune 31,30, 2025 primarily due to the disposition of our 1140 Avenue of the Americas property during the year ended December 31, 2025, resulting in a $5.0$4.9 million decrease in revenue from tenants.

We incurred $1.6$1.8 million and $1.9$1.7 million in fees for asset and property management services paid to our Advisor and Property Manager for the three months ended MarchJune 31,30, 2026 and 2025, respectively. See Note 10 — Related Party Transactions and Arrangements to our condensed consolidated financial statements in this Quarterly Report on Form 10-Q for more information on fees incurred from our Advisor and Property Manager.

Property operating expenses decreased to $4.6$4.3 million for the three months ended MarchJune 31,30, 2026 as compared to $8.1$8.0 million for the three months ended MarchJune 31,30, 2025. The decrease in expenses is primarily related to the disposition of our 1140 Avenue of the Americas property during the year ended December 31, 2025.

During the three months ended MarchJune 31,30, 2026, we recorded a gain on disposition of real estate investments of $2.3 million related to our 1140 Avenue of the Americas property, which represents the Company’s right to debt extinguishment on additional default interest incurred for the three months ended MarchJune 31,30, 2026 once the foreclosure process on the 1140 Avenue of the Americas property is completed. We did not record any gain on disposition of real estate investments for the three months ended MarchJune 31,30, 2025.

Equity-based compensation remained materially consistent at $0.1 million for the three months ended MarchJune 31,30, 2026 and 2025. These amounts are comprised of restricted share amortization expense.

General and administrative expenses decreasedincreased to $2.3$2.9 million for the three months ended MarchJune 31,30, 2026 as compared to $3.1$2.2 million for three months ended MarchJune 31,30, 2025. The decrease in expenses is primarily due to lower external audit fees during the three months ended March 31, 2026.

Total reimbursement expenses for administrative and personnel services provided by the Advisor, were $1.3 million during the three months ended MarchJune 31,30, 2026 and $1.6$1.0 million, during the three months ended MarchJune 31,30, 2025.

Depreciation and amortization expense decreased to $2.5 million for the three months ended MarchJune 31,30, 2026 as compared to $3.6$3.5 million for the three months ended MarchJune 31,30, 2025. The decrease was primarily due to a lower depreciable asset base between periods primarily relating to the disposition of our 1140 Avenue of the Americas property during the year ended December 31, 2025. For more information, please see our 2025 Annual Report.

Interest expense increased to $2.3 million for the three months ended MarchJune 31,30, 2026 as compared to $0.0 million for the three months ended MarchJune 31,30, 2025. The increase in interest expense associated with property in receivership is due to the court appointment of a receiver for 1140 Avenue of the Americas.