Private company

Broad Street Realty, Inc.

Broad Street Realty, Inc. is an American real estate company based in Bethesda.2

Last updated Oct 21, 2026.

Overview

  • IndustryReal Estate2
  • HeadquartersBethesda, United States2
  • Incorporated inDE3
  • Business address11911 Freedom Drive, Suite 450, Reston, Va 201903
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • Kind of organizationCommercial real estate vehicle2
  • LEI549300HPC42X4M6B90702
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O DELAWARE SECRETARY OF STATE, 19901 Dover, United States2
  • Registered withDivision of Corporations, Department of State, 21203592

We are focused on owning and managing essential grocery-anchored and mixed-use assets located in densely populated technology employment hubs and higher education centers within the Mid-Atlantic, Southeast and Colorado markets. As of December 31, 2024, we owned 15 properties, of which two properties are being redeveloped. The properties in our portfolio are dispersed in sub-markets that we believe generally have high population densities, high traffic counts, good visibility and accessibility, which provide our tenants with attractive locations to serve the necessity-based needs of the surrounding communities. We intend to focus on acquiring additional strategically positioned properties in established and developing neighborhoods primarily leased to necessity-based tenants that meet the needs of the surrounding communities in our existing markets, as well as acquiring properties in new …5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

-0.7%Operating margin6
-35.8%Net margin6
-2.0%Revenue growth, 20246

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Other costs100¢$41.3M
  • Income tax0¢$78.0K

Out of $41.3M in revenue.6 The company lost money this year.

Where each dollar of operating cash went, fiscal 2024

  • Kept or used elsewhere100¢$601.0K

Out of $601.0K of cash from operations.6

Financial statements

Revenue78910116$41.3M in 2024+597% since 2018
0$20.0M$40.0M$60.0M2018: $5.9M$5.9M20182019: $7.2M$7.2M2019+22%2020: $19.7M$19.7M2020+171%2021: $25.3M$25.3M2021+29%2022: $33.0M$33.0M2022+30%2023: $42.2M$42.2M2023+28%2024: $41.3M$41.3M2024−2%
Operating income78910116-$292.0K in 2024−83% since 2018
-$10.0M-$5.0M0$5.0M$10.0M2018: -$1.7M-$1.7M20182019: -$1.6M-$1.6M2019−6%2020: -$5.1M-$5.1M2020+218%2021: -$6.1M-$6.1M2021+19%2022: -$8.8M-$8.8M2022+45%2023: $5.4M$5.4M20232024: -$292.0K-$292.0K2024
Net income1289116-$14.8M in 2024+2356% since 2018
-$20.0M-$15.0M-$10.0M-$5.0M02018: -$602.5K-$602.5K20182019: -$1.9M-$1.9M2019+214%2020: -$8.1M-$8.1M2020+331%2021: -$9.5M-$9.5M2021+17%2022: -$16.3M-$16.3M2022+71%2023: -$7.0M-$7.0M2023−57%2024: -$14.8M-$14.8M2024+111%
Fiscal year2018201920202021202220232024
Revenue$5.9M7$7.2M8$19.7M9$25.3M10$33.0M11$42.2M6$41.3M6
Operating expenses$31.4M10$41.8M11$48.3M6$41.6M6
Operating income-$1.7M7-$1.6M8-$5.1M9-$6.1M10-$8.8M11$5.4M6-$292.0K6
Interest$188.0K7$3.1M8$6.7M9$10.0M10$12.7M11$18.5M11
Income before tax-$22.1M11-$10.6M6-$14.7M6
Income tax-$704.0K8-$3.0M9-$3.5M10-$5.9M11-$3.6M6$78.0K6
Net income-$602.5K12-$1.9M8-$8.1M9-$9.5M9-$16.3M11-$7.0M6-$14.8M6
Earnings per share-$0.3510-$0.4711-$0.606-$0.806
Earnings per share (diluted)-$0.3510-$0.4711-$0.606-$0.806
Shares (weighted, basic)26.9M shares1032.4M shares1135.6M shares636.0M shares6
Shares (weighted, diluted)26.9M shares1032.4M shares1135.6M shares636.0M shares6

Compare Broad Street Realty, Inc. with another company

Corporate structure

Broad Street Realty, Inc. sits at the top of its group. 29 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Broad Street Realty, Inc.

  • Broad Street Realty, Inc. Bethesda, Maryland, United States
    • Broad Street Eagles JV LLC Subsidiary · Delaware, United States
    • Broad Street OP GP, LLC Subsidiary · Delaware, United States
    • Broad Street Operating Partnership, LP Subsidiary · Delaware, United States
    • Broad Street Realty Commercial Services, LLC Subsidiary · Delaware, United States
    • Broad Street Ventures, LLC Subsidiary · Maryland, United States
    • BSC Cromwell Property LLC Subsidiary · Maryland, United States
    • BSR Midtown Current LLC Subsidiary · Delaware, United States
    • BSR Midtown Current Parent LLC Subsidiary · Delaware, United States
    • BSV Acquisitions LLC Subsidiary · Maryland, United States
    • BSV Avondale LLC Subsidiary · Washington, United States
    • BSV COLONIAL INVESTOR LLC Subsidiary · Bethesda, Maryland, United States
    • BSV Colonial Owner LLC Subsidiary · Reston, Virginia, United States
    • BSV Coral Hills LLC Subsidiary · Maryland, United States
    • BSV Crestview Square LLC Subsidiary · Maryland, United States
    • BSV Cromwell Parent LLC Subsidiary · Maryland, United States
    • BSV Dekalb LLC Subsidiary · Bethesda, Maryland, United States
    • BSV Greenwood Investors LLC Subsidiary · Delaware, United States
    • BSV Greenwood Village LLC Subsidiary · Delaware, United States
    • BSV Highlandtown LLC Subsidiary · Maryland, United States
    • BSV Hollinswood LLC Subsidiary · Maryland, United States
    • BSV Lamar East LLC Subsidiary · Delaware, United States
    • BSV Lamar West LLC Subsidiary · Delaware, United States
    • BSV Lamont Investors LLC Subsidiary · Delaware, United States
    • BSV LAMONTICELLO INVESTORS LLC Subsidiary · Bethesda, Maryland, United States
    • BSV Lamonticello Owner LLC Subsidiary · Reston, Virginia, United States
    • and 3 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Broad Street Realty, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$54.9M6 Dec 31, 2024$54.9M6 Dec 31, 20230%
Furniture and fixtures$1.8M6 Dec 31, 2024$1.7M6 Dec 31, 2023+3.7%
Construction in progress$604.0K6 Dec 31, 2024$5.5M6 Dec 31, 2023−88.9%
Property and equipment, net$125.0K6 Dec 31, 2024$144.0K6 Dec 31, 2023−13.2%
Operating-lease assets (leased space)$1.3M6 Dec 31, 2024$1.5M6 Dec 31, 2023−16.1%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$311.4M6 Dec 31, 2024$325.2M6 Dec 31, 2023−4.2%
Real estate investments, at cost$375.2M6 Dec 31, 2024$373.9M11 Dec 31, 2023+0.3%
Real estate accumulated depreciation$66.9M6 Dec 31, 2024$51.9M6 Dec 31, 2023+28.9%
Real estate properties156 Dec 31, 20241511 Dec 31, 20230%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$16.2M6 Dec 31, 2024$9.8M6 Dec 31, 2023+65.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$33.0M6 Dec 31, 2024$33.4M6 Dec 31, 2023−1.2%

Properties, in its own words

The information set forth under “Our Portfolio” in Item 1 of this report is incorporated herein by reference.

Item 2 of the 10-K filed Mar 28, 2025.5

Leadership

Who has led Broad Street Realty, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • BSC Cromwell Property LLC Maryland4
  • BSR Midtown Current LLC Delaware4
  • BSR Midtown Current Parent LLC Delaware4
  • BSV Acquisitions LLC Maryland4
  • BSV Avondale LLC Washington, DC4
  • BSV Colonial Owner LLC Virginia4
  • BSV Coral Hills LLC Maryland4
  • BSV Crestview Square LLC Maryland4
  • BSV Cromwell Parent LLC Maryland4
  • BSV Greenwood Investors LLC Delaware4
  • BSV Greenwood Village LLC Delaware4
  • BSV Highlandtown LLC Maryland4
  • BSV Hollinswood LLC Maryland4
  • BSV Lamar East LLC Delaware4
  • BSV Lamar West LLC Delaware4
  • BSV Lamont Investors LLC Delaware4
  • BSV Lamonticello Owner LLC Virginia4
  • BSV Patrick Street LLC Maryland4
  • BSV Premier Brookhill LLC Virginia4
  • BSV West Broad Commons LLC Virginia4
  • Broad Street Eagles JV LLC Delaware4
  • Broad Street OP GP, LLC Delaware4
  • Broad Street Operating Partnership, LP Delaware4
  • Broad Street Realty Commercial Services, LLC Delaware4
All 26 listed subsidiaries
  • Broad Street Realty, LLC Maryland4
  • Broad Street Ventures, LLC Maryland4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • MedAmerica Properties Inc.Jul 19, 2017 to Dec 3, 20193
  • Banyan Rail Services Inc.Jan 6, 2010 to Jun 19, 20173
  • BHIT INCAug 10, 1999 to Dec 21, 20093
  • BANYAN HOTEL INVESTMENT FUNDFeb 22, 1995 to May 17, 19993

Timeline

  1. Mar 26, 20268-K Bankruptcy or receivership; Executive or director change44
  2. Nov 12, 20258-K Executive or director change45
  3. Nov 10, 20258-K Executive or director change46
  4. Sep 3, 20258-K Executive or director change47
  5. Apr 11, 20258-K Debt or obligation accelerated; Other events48
  6. May 30, 20248-K Shareholder vote49
  7. May 6, 20248-K Regulation FD disclosure50
  8. Apr 11, 20248-K Regulation FD disclosure51
  9. Apr 10, 20248-K Executive or director change52
  10. Oct 24, 20238-K Change to shareholders' rights; Bylaws or fiscal year changed; Shareholder vote53
  11. Jul 25, 20238-K Completed an acquisition or sale54
  12. Jul 7, 20238-K Completed an acquisition or sale55
  13. Dec 31, 2019New chief executive Michael Z. Jacoby becomes CEO15
  14. Feb 4, 2009New chief executive Gary O. Marino becomes CEO16
  15. Sep 9, 2008New chief executive Paul S. Dennis becomes CEO17
  16. Mar 13, 1987Founded Broad Street Realty, Inc. is founded2

Filings

177 filings to the SEC since October 2021: 6 annual reports, 12 quarterly reports, 23 major events, 114 insider forms, 10 large holders, 1 private raises, 11 other. The latest 20:

  1. Aug 4, 2026SCHEDULE 13D/A EDGAR
  2. Mar 26, 20268-K EDGAR
  3. Nov 17, 2025NT 10-Q EDGAR
  4. Nov 12, 20258-K EDGAR
  5. Nov 10, 20258-K EDGAR
  6. Sep 3, 20258-K EDGAR
  7. Aug 19, 202510-Q EDGAR
  8. Aug 15, 2025NT 10-Q EDGAR
  9. Jun 6, 202510-Q EDGAR
  10. May 16, 2025NT 10-Q EDGAR
  11. Apr 29, 202510-K/A EDGAR
  12. Apr 22, 2025SCHEDULE 13D/A EDGAR
  13. Apr 11, 20258-K EDGAR
  14. Apr 10, 2025SCHEDULE 13D/A EDGAR
  15. Apr 2, 2025SCHEDULE 13D/A EDGAR
  16. Mar 28, 202510-K EDGAR
  17. Mar 12, 2025SCHEDULE 13D/A EDGAR
  18. Mar 4, 2025SCHEDULE 13D/A EDGAR
  19. Feb 14, 20255 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP EDGAR
  20. Feb 4, 2025SCHEDULE 13D/A EDGAR

The 177 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

70 open-market trades by officers, directors and large owners since October 2021: 70 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 24, 2024Topchy AlexanderChief Financial OfficerBuy4,800$0.30$1.4KForm 4
Sep 17, 2024Jacoby Michael ZChief Executive OfficerBuy13,750$0.23$3.2KForm 4
Sep 11, 2024Topchy AlexanderChief Financial OfficerBuy9,575$0.21$2.0KForm 4
Sep 6, 2024Topchy AlexanderChief Financial OfficerBuy10,000$0.21$2.1KForm 4
Aug 26, 2024Topchy AlexanderChief Financial OfficerBuy5,000$0.17$850Form 4
Aug 23, 2024Jacoby Michael ZChief Executive OfficerBuy22,510$0.18$4.1KForm 4
Aug 22, 2024Spiritos Samuel MDirectorBuy20,000$0.15$3.0KForm 4
Aug 21, 2024Spiritos Samuel MDirectorBuy30,000$0.15$4.5KForm 4
Aug 20, 2024Jacoby Michael ZChief Executive OfficerBuy1,000$0.24$240Form 4
Aug 16, 2024Spiritos Samuel MDirectorBuy19,000$0.14$2.7KForm 4
Aug 16, 2024Topchy AlexanderChief Financial OfficerBuy71,500$0.13$9.3KForm 4
Aug 16, 2024Jacoby Michael ZChief Executive OfficerBuy53,500$0.13$6.8KForm 4
May 17, 2024Spiritos Samuel MDirectorBuy30,000$0.37$11.1KForm 4
May 17, 2024Topchy AlexanderChief Financial OfficerBuy2,500$0.36$900Form 4
Dec 29, 2023Neal Daniel J WDirectorBuy31,998$0.81$25.9KForm 4
Dec 29, 2023Jacoby Michael ZChief Executive OfficerBuy2,500$0.90$2.2KForm 4
Dec 28, 2023Jacoby Michael ZChief Executive OfficerBuy6,500$0.96$6.2KForm 4
Dec 28, 2023Spiritos Samuel MDirectorBuy2,500$0.69$1.7KForm 4
Dec 15, 2023Jacoby Michael ZChief Executive OfficerBuy6,001$0.81$4.9KForm 4
Nov 28, 2023Spiritos Samuel MDirectorBuy9,080$0.72$6.5KForm 4

All 70 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Oct 6, 2021Filed a private offering of equity58 Form D: 51 investors so far Form D

SEC filer profile

How Broad Street Realty, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARBroad Street Realty, Inc.1
  • CIK0000764897
  • Employer ID (EIN)36-33612295
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6500 Real Estate1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address11911 Freedom Drive, Suite 450, Reston, VA 201901
  • Phone561-617-80501
  • Shares outstanding34,721,513 as of Aug 14, 202514
  • Public float$7.3B as of Jun 30, 20245
  • AuditorCherry Bekaert LLP, Richmond, Virginia PCAOB ID 677; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceFeb 22, 19951
  • Filings704 in all: 4 (278), 8-K (110), 10-Q (53), 10QSB (39), SC 13D/A (35), 3 (26), 10-K (18), SC 13D (14)1
    All 38 form types

    NT 10-Q (12), 10KSB (10), NT 10-K (10), 4/A (9), D (9), 5 (7), DEF 14C (7), PRE 14C (7), SCHEDULE 13D/A (7), UPLOAD (7), 8-K/A (6), 10QSB/A (4), CORRESP (4), PRER14A (4), 10-K/A (3), 10KSB40 (3), DEF 14A (3), REGDEX (3), S-8 (3), 10-Q/A (2), 10KSB/A (2), 3/A (1), CT ORDER (1), D/A (1), DEFS14A (1), PRE 14A (1), PRES14A (1), SC 13G (1), SC 13G/A (1), SC 14F1 (1)

  • Latest filingsAnnual report (10-K) Mar 28, 2025
    Quarterly report (10-Q) Aug 19, 2025
    Proxy statement (DEF 14A) Apr 22, 2024
    Latest 8-K (8-K) Mar 26, 2026

Securities registered for trading

ClassSymbolExchange
NoneNONE

From the cover page of the 10-K filed Mar 28, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Broad Street Realty, Inc. names in Item 1A of its 10-K filed Mar 28, 2025: 53 risks under these headings, as written.5

  • Risks Related to Our Business and Properties
  • We have a history of net losses and expect to continue to incur net losses in the near term.
  • We primarily rely upon external sources of capital to fund acquisitions, development opportunities and repayment of significant maturities of principal debt, and, if we encounter difficulties in obtaining capital, we may not be able to repay maturing obligations or make future investments necessary to grow our business.
  • All of the properties in our portfolio are located in the greater Mid-Atlantic and Colorado regions. Adverse economic or regulatory developments in these areas could materially and adversely affect our business.
  • We depend upon tenant leases for most of our revenue, and lease terminations and/or tenant defaults, particularly by one of our significant tenants, could materially and adversely affect the income produced by our properties, which could materially and adversely affect our financial condition, results of operations, cash flows, cash available for distribution and ability to satisfy our debt service obligations.
  • We may be unable to collect balances due from tenants that file for bankruptcy protection, which could materially and adversely affect our financial condition, results of operations, cash flows, cash available for distribution and ability to satisfy our debt service obligations.
  • We face significant competition from the College of William and Mary university-owned student housing.
  • We have a substantial amount of indebtedness outstanding, which could materially and adversely affect our financial condition, results of operations and ability to make distributions to our stockholders.
  • Secured debt obligations expose us to the possibility of foreclosure, which could result in the loss of our investment in a property or group of properties subject to mortgage debt.
  • The Eagles Sub-OP Operating Agreement contains provisions that could significantly impede our operations and our ability to efficiently manage our business and that could materially and adversely affect our financial condition, results of operations and cash flows, the trading price of our common stock and our ability to pay dividends to our common stockholders in the future.
  • Covenants in our debt agreements could adversely affect our financial condition, results of operations and cash flows and the trading price of our common stock.
  • There are inherent risks associated with real estate investments and with the real estate industry, each of which could have an adverse impact on our financial performance and the value of our properties.
The other 42 risks
  • Our dependence on smaller businesses to rent our space could have a material adverse effect on our financial condition, results of operations, cash flows, cash available for distribution and ability to satisfy our debt service obligations.
  • Our growth will depend in part upon our ability to acquire additional retail properties for our portfolio, and we may be unsuccessful in identifying and consummating attractive acquisitions or taking advantage of other investment opportunities, which would impede our growth and materially and adversely affect our ability to pay dividends to our stockholders.
  • The terms of joint venture agreements or other joint ownership arrangements into which we may enter could impair our operating flexibility and subject us to risks not present in investments that do not involve co-ownership.
  • Failure to succeed in new markets may limit our growth.
  • Many of our operating costs and expenses are fixed and will not decline if our revenues decline.
  • Most of our costs, such as operating and general and administrative expenses, interest expense, and real estate acquisition costs, are subject to inflation.
  • Adverse conditions in the general retail environment could have a material adverse effect on our financial condition, results of operations, cash flows, cash available for distribution and ability to service our debt obligations.
  • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our business, financial condition and results of operations.
  • An epidemic, pandemic or other health crisis and measures intended to prevent the spread of such an event could have a material adverse effect on our financial condition, results of operations, cash flow, cash available for distribution, and ability to service our debt obligations.
  • Cybersecurity incidents or other technology disruptions could negatively impact our business, our relationships, and our reputation.
  • We face considerable competition in leasing our properties and may be unable to renew existing leases or re-lease retail space on terms similar to the existing leases, or we may expend significant capital in our efforts to re-lease retail space, which may adversely affect our operating results.
  • Our operating results are subject to risks inherent in the student housing industry, including a concentrated lease-up period.
  • Certain of the leases at our properties contain, and leases for properties that we may acquire in the future may contain, “co-tenancy” or “go-dark” provisions, which, if triggered, may allow tenants to pay reduced rent, cease operations or terminate their leases, any of which could materially and adversely affect our performance or the value of the affected retail property.
  • Risks associated with redevelopment and development activities could materially adversely affect us.
  • The illiquid nature of real estate investments could significantly impede our ability to respond to changing economic, financial and investment conditions, which could adversely affect our cash flows and results of operations.
  • Increases in interest rates could increase our interest expense and may adversely affect our cash flows, our ability to service our indebtedness and our ability to pay dividends to our stockholders.
  • Failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of operations, cash flows, cash available for distribution and ability to service our debt obligations.
  • If we fail to maintain an effective system of disclosure controls and internal controls over financial reporting, our ability to produce timely and accurate financial statements could be impaired, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.
  • We face possible liability for environmental cleanup costs and damages for contamination related to properties we acquire, which could materially adversely affect our business, financial condition and results of operations and our ability to pay dividends to our stockholders.
  • Uninsured losses relating to real estate and lender requirements to obtain insurance may materially adversely affect our business, financial condition and results of operations and our ability to pay dividends to our stockholders.
  • Compliance with the ADA and fire, safety and other regulations may require us to make unexpected expenditures that adversely affect our business, financial condition, results of operations and ability to pay dividends to our stockholders.
  • We are subject to risks from natural disasters, such as hurricanes and flooding, and the risks associated with the physical effects of climate change.
  • We may not be able to rebuild our properties to their existing specifications if we experience a substantial or comprehensive loss of such properties.
  • We depend on key personnel whose continued service is not guaranteed and each of whom would be difficult to replace.
  • Risks Related to Our Common Stock
  • Our common stock has a very limited trading market, which limits your ability to resell shares of our common stock.
  • The trading volume and market price of our common stock may fluctuate significantly, and you may have an illiquid investment.
  • We have not established a minimum dividend, and there can be no assurance that we will be able to pay or maintain cash dividends on our common stock or that dividends will increase over time.
  • Common stock eligible for future sale could have an adverse effect on the market price of our common stock.
  • Our board of directors is authorized to issue and designate shares of our preferred stock in additional series without stockholder approval.
  • Future issuances of debt securities or preferred stock, which would rank senior to our common stock upon liquidation, or future issuances of equity securities (including OP units), which would dilute our existing stockholders and may be senior to our common stock for purposes of making distributions, may materially and adversely affect the market price of our common stock and the value of OP units.
  • Increases in market interest rates may reduce demand for our common stock and result in a decline in the market price of our common stock.
  • Risks Related to Our Organizational Structure
  • Messrs. Jacoby and Yockey own a substantial interest in our company on a fully diluted basis and may have the ability to exercise significant influence on our company.
  • Conflicts of interest may exist or could arise in the future between the interests of our stockholders and the interests of holders of OP units in the Operating Partnership, which may impede business decisions that could benefit our stockholders.
  • We are a holding company with no direct operations and, as such, we will rely on funds received from the Eagles Sub-OP and the Operating Partnership to pay any distributions to our stockholders, and the interests of our stockholders are structurally subordinated to all liabilities and obligations of the Eagles Sub-OP and the Operating Partnership and its subsidiaries.
  • Our board of directors may change its strategies, policies or procedures without the consent of stockholders, which may subject us to different and more significant risks in the future.
  • Certain provisions in the OP Partnership Agreement may delay or prevent unsolicited acquisitions of us.
  • Our rights and the rights of our stockholders to take action against our directors and officers are limited, which could limit your recourse in the event that we take certain actions which are not in our stockholders’ best interests.
  • Anti-takeover provisions in our organizational documents and under Delaware law could delay or prevent a change of control.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware or the U.S. federal district courts, as applicable, will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or stockholders.
  • Termination of the employment agreements with our executive officers could be costly and prevent a change in control.
  • Our tax protection agreements could limit our ability to sell or otherwise dispose of certain properties.
  • Our tax protection agreements may require our Operating Partnership to maintain certain debt levels that otherwise would not be required to operate our business.

Legal proceedings

From time to time, we may be involved in various claims and legal actions in the ordinary course of business. We are not currently involved in any material legal proceedings outside the ordinary course of our business.

The opening of Item 3, Legal Proceedings.5

Sources

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