FSP

FRANKLIN STREET PROPERTIES CORP /MA/

NYSE · REAL ESTATE · REAL ESTATE INVESTMENT TRUSTS

0.40

+0.01 +2.56%

USD · close Oct 30

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MKT CAP $41.5MP/E —DIV YIELD —FCF YIELD -25.50%REV TTM $106.3M −8.4%NET INCOME −$33.1MNET CASH —52W 0.30 – 1.23SEC XBRL · TTM TO Invalid Date

How FSP rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

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new sentences

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Length

−995

words, now 10,392

New in FY2025

Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. Investment Objectives Our investment objectives are to increase shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties.
We expect that we will continue to derive real estate revenue from owned properties. Although our property portfolio is focused on properties in the central business districts of Dallas, Denver, Houston and Minneapolis, we may acquire, and have acquired in the past, real properties in any geographic area of the United States and of any property type.
Our 14 owned office properties are located in three different states as of December 31, 2025.
Our investment objectives are to create shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties.
We expect that we will continue to derive real estate revenue from owned properties and property management services.
On June 6, 2025, we sold an office property located in Indianapolis, Indiana for a gross sale price of $6 million, at a loss of $12.9 million.
On December 6, 2023, we sold an office property located in Miami, Florida for a gross sales price of $68.0 million at a loss of approximately $18.9 million. Historically, we relied on the following general principles in selecting real properties for acquisition: ● we sought to buy or develop investment properties at a price which produces value for investors and avoid overpaying for real estate merely to outbid competitors; ● we sought to buy or develop properties in excellent locations with substantial infrastructure in place around them and avoid investing in locations where the future construction of such infrastructure is speculative; and ● we sought to buy or develop properties that are well-constructed and designed to appeal to a broad base of users and avoid properties where quality has been sacrificed for cost savings in construction or which appeal only to a narrow group of users. Generally, in managing real properties after acquisition, we rely on the following principles: ● we aggressively manage, maintain and upgrade our properties and refuse to neglect or undercapitalize management, maintenance and capital improvement programs; and Strategic Review Process In May 2025, we announced that our Board of Directors had initiated a review of strategic alternatives in order to explore ways to maximize shareholder value. Throughout the strategic review process, the Board of Directors and management directed its financial advisors to evaluate a broad range of strategic alternatives, including: • Portfolio-level transactions • Individual asset dispositions • Joint venture structures • Corporate-level transactions • Liquidation scenarios • Refinancing alternatives During the period from the commencement of the strategic review process to the date of this Annual Report: • Transaction volume across many of our primary submarkets remained historically low. • Where transactions occurred, activity was frequently concentrated in lender-controlled or distressed situations and at pricing levels not reflective of stabilized intrinsic valuations. • Institutional capital in the office sector remained highly selective nationally, primarily targeting trophy or newly delivered assets in select gateway markets, or deeply discounted properties in distress scenarios.
As a result, reported transaction pricing may be influenced by a limited number of transactions that are not necessarily reflective of actual achievable values on our assets. • Lending liquidity for office assets in similar markets and with comparable occupancy profiles and lease maturities has been significantly constrained relative to historical norms, further limiting the ability to execute transactions at pricing levels consistent with long-term asset values. On February 26, 2026, we closed a $320 million secured credit facility with an affiliate of TPG Credit.
We repaid in full all of our then outstanding approximately $249 million aggregate principal amount of indebtedness with borrowings under the facility.
The facility has an original stated maturity of February 26, 2029, subject to potential extension of up to one year at our option, subject to certain conditions.
The facility includes up to $45 million of delayed draw term loans, which, subject to certain conditions, may be used to fund tenant improvements, leasing commissions, building improvements and other uses approved by the lender.
See Note 12, Subsequent Events, of the Notes to Consolidated Financial Statements contained in Part II, Item 8 of this Annual Report on Form 10-K for further information on the facility. We continue to believe that the intrinsic value of our real estate portfolio exceeds our current public market valuation.
However, our ability to realize that value is dependent upon transaction and financing liquidity in the relevant capital markets and property submarkets, including for assets of similar quality, occupancy levels, and weighted average lease terms.
Based on market evidence, transaction comparables, and discussions with potential counterparties, we, in consultation with our professional advisors, have determined that, to date, market conditions have not been supportive of transactions at pricing levels that would reasonably reflect the intrinsic value of our assets.
Accordingly, we believe that pursuing asset sales or liquidation under such market conditions would likely not maximize value for our shareholders.
We believe that current transaction activity in many office markets continues to reflect limited capital availability and highly selective buyer demand rather than the underlying long-term value of institutional quality assets. Our review of potential strategic alternatives remains ongoing and continues to include evaluation of a range of alternatives, including asset sales. Competition With respect to our real estate investments, we face competition in each of the markets where our properties are located.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. Human Capital We had 28 employees as of both March 5, 2026 and December 31, 2025.
Our employees are compensated without regard to gender, race and ethnicity, and our compensation program is designed to attract and retain talent. Available Information We make available, free of charge through our website http://www.fspreit.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission, or SEC. We will voluntarily provide paper copies of our filings and code of ethics upon written request received at the address on the cover of this Annual Report on Form 10-K, free of charge. Information about our Directors The following table sets forth the names, ages and positions of all our directors as of March 5, 2026. Name Age Position George J.
Burke (1) (2) (3) (4) Director Dennis J.
McGillicuddy (1) (3) (6) Director Georgia Murray (2) (3) (7) Director Jennifer Bitterman (1) (2) Director Milton P.
Carter, age 77, is Chief Executive Officer and has been Chairman of the Board of Directors of FSP Corp. since 2002.
Burke, age 64, has been a Director of FSP Corp. since 2004 and Chair of the Audit Committee since June 2004.
Burke earned an M.S. in Taxation and studied undergraduate accounting at Bentley University. Dennis J.
McGillicuddy, age 84, has been a Director of FSP Corp. since 2002 and Chair of the Nominating and Corporate Governance Committee since May 2025.
He is currently President of the Board of Trustees of Florida Studio Theater, a professional non-profit theater organization, and is a Director of All-Star Children’s Foundation, an organization engaged in creating a new paradigm for foster care. Georgia Murray, age 75, has been a Director of FSP Corp. since April 2005 and Lead Independent Director since February 2014.
Murray is a graduate of Newton College. Jennifer Bitterman, age 42, has been a Director of FSP Corp. since October 2025.
Bitterman has served as the Chief Financial Officer at GSA Group, a global leader in real estate asset and funds management in the student housing sector, since June 2025 and on the Executive Leadership Team of The Dot Group, a global leader in student living, since June 2025.
Bitterman has two decades of experience spanning asset management, transaction, capital markets and compliance.
Bitterman was Chief Financial Officer at Andover Properties, one of the largest private owner-operators of self-storage facilities in the United States, from July 2023 to May 2025.
Bitterman worked for over a decade at Cedar Realty Trust, a NYSE publicly traded real estate investment trust, where she held various positions, including the position of Chief Financial Officer.
Bitterman held roles at Morgan Stanley within its Asset Management Team, Credit Suisse covering equity REITs and at PwC.
Bitterman also serves as an Advisory Board Member for the Weiser Center for Real Estate at the Stephen M.
Ross School of Business at the University of Michigan and at the Cold Spring Harbor Laboratory.
Bitterman previously served on the Board and was Audit Committee Chairperson of the Dreamscape Companies.
Bitterman has a BBA with high distinction from the Stephen M.
Ross School of Business at the University of Michigan. Milton P.
Wilkins, Jr., age 78, has been a Director of FSP Corp. since 2022 and Chair of the Compensation Committee since January 2025.
Wilkins holds a M.B.A. degree from the Harvard Graduate School of Business Administration and a Bachelor of Arts degree from Morehouse College. Information about our Executive Officers The following table sets forth the names, ages and positions of all our executive officers as of March 5, 2026. Name Age Position George J.
Carter, age 54, is President and Chief Investment Officer of FSP Corp.
Carter, age 54, is Executive Vice President, General Counsel and Secretary of FSP Corp.

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Gone since FY2024

Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. Investment Objectives Our investment objectives are to increase shareholder value by increasing revenue from rental, interest and fee income and net gains from sales of properties and increase the cash available for distribution in the form of dividends to our stockholders.
We expect that we will continue to derive real estate revenue from owned properties. We continue to believe that the current price of our common stock does not accurately reflect the intrinsic value of our underlying real estate assets and we will seek to increase shareholder value by (1) pursuing the sale of select properties where we believe that short to intermediate term valuation potential has been reached and (2) striving to lease vacant space.
As we continue to execute our strategy of select property dispositions and striving to lease vacant space, our revenue, Funds From Operations, and capital expenditures may decrease.
Proceeds from dispositions are intended to be used primarily for the repayment of debt. Although our property portfolio is focused on properties in the central business districts of Dallas, Denver, Houston and Minneapolis, we may acquire, and have acquired, real properties in any geographic area of the United States and of any property type.
Our 15 owned and consolidated office properties are located in four different states as of December 31, 2024.
Our investment objectives are to create shareholder value by increasing revenue from rental, dividend, interest and fee income and net gains from sales of properties and increase the cash available for distribution in the form of dividends to our stockholders.
We expect that we will continue to derive real estate revenue from owned properties and the Sponsored REIT fees from asset management, property management and investor services.
On December 6, 2023, we sold an office property located in Miami, Florida for a gross sales price of $68.0 million at a loss of approximately $18.9 million.
In 2022, we sold two office properties located in Broomfield, Colorado for aggregate gross sales proceeds of $102.5 million at a gain of $24.1 million and one office property located in Evanston, Illinois for gross sale proceeds of $27.8 million at a gain of $3.4 million. Historically, we relied on the following general principles in selecting real properties for acquisition: ● we sought to buy or develop investment properties at a price which produces value for investors and avoid overpaying for real estate merely to outbid competitors; ● we sought to buy or develop properties in excellent locations with substantial infrastructure in place around them and avoid investing in locations where the future construction of such infrastructure is speculative; and ● we sought to buy or develop properties that are well-constructed and designed to appeal to a broad base of users and avoid properties where quality has been sacrificed for cost savings in construction or which appeal only to a narrow group of users. Generally, in managing real properties after acquisition, we rely on the following principles: ● we aggressively manage, maintain and upgrade our properties and refuse to neglect or undercapitalize management, maintenance and capital improvement programs; and ● we believe that we have the ability to hold properties through down cycles because we generally do not have mortgage debt on the Company, which could place the properties at risk of foreclosure.
As of February 7, 2025, none of our owned properties were subject to mortgage debt. Competition With respect to our real estate investments, we face competition in each of the markets where our properties are located.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information. Human Capital We had 28 employees as of both February 7, 2025 and December 31, 2024.
Our employees are compensated without regard to gender, race and ethnicity, and our compensation program is designed to attract and retain talent. Available Information We make available, free of charge through our website http://www.fspreit.com our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as soon as reasonably practicable after we electronically file such material with the Securities and Exchange Commission, or SEC. We will voluntarily provide paper copies of our filings and code of ethics upon written request received at the address on the cover of this Annual Report on Form 10-K, free of charge. Information about our Directors The following table sets forth the names, ages and positions of all our directors as of February 7, 2025. Name Age Position George J.
Burke (1) (2) (3) (4) Director Brian N.
Hansen (3) Director Kenneth Hoxsie (1) (3) (6) Director Dennis J.
McGillicuddy (1) Director Georgia Murray (1) (2) (7) Director Bruce Schanzer (1) Director Milton P.
Carter, age 76, is Chief Executive Officer and has been Chairman of the Board of Directors of FSP Corp. since 2002.
Burke, age 63, has been a Director of FSP Corp. since 2004 and Chair of the Audit Committee since June 2004.
Burke earned an M.S. in Taxation and studied undergraduate accounting at Bentley University. Brian N.
Hansen, age 53, has been a Director of FSP Corp. since 2012.
Hansen has served as President and Chief Operating Officer of Confluence Investment Management LLC, a St.
Louis based Registered Investment Advisor.
Prior to founding Confluence in 2007, Mr.
Hansen served as a Managing Director in A.G.
Edwards’ Financial Institutions & Real Estate Investment Banking practice.
Hansen advised a wide variety of Real Estate Investment Trusts on numerous capital markets transactions, including public and private offerings of debt and equity securities as well as the analysis of various merger & acquisition opportunities.
Hansen served as a Manager in Arthur Andersen LLP’s Audit & Business Advisory practice.
Hansen has served on the boards of a number of non-profit entities and currently serves on the Finance Council and as the Investment Committee Chair of the Archdiocese of St.
Hansen earned his M.B.A. from the Kellogg School of Management at Northwestern University and his Bachelor of Science in Commerce from DePaul University.
Hansen is a Certified Public Accountant. Kenneth A.
Hoxsie, age 74, has been a Director of FSP Corp. since January 2016 and Chair of the Nominating and Corporate Governance Committee since February 2021.
Hoxsie was a Partner at the international law firm of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”) until his retirement in December 2015.
He joined Hale and Dorr (the predecessor of WilmerHale) in 1981, subsequently worked at Copley Real Estate Advisors, an institutional real estate investment advisory firm, and rejoined Hale and Dorr in 1994.
Hoxsie has over 30 years’ experience in real estate capital markets transactions, fund formation, public company counseling and mergers and acquisitions and has advised the Company since its formation in 1997.
(Cum Laude) from Harvard Law School, his M.A. from Harvard University and his B.A.
(Summa Cum Laude) from Amherst College, where he was elected to Phi Beta Kappa. Dennis J.
McGillicuddy, age 83, has been a Director of FSP Corp. since May 2002.
He is currently President of the Board of Trustees of Florida Studio Theater, a professional non-profit theater organization, and is a Director of All-Star Children’s Foundation, an organization engaged in creating a new paradigm for foster care. Georgia Murray, age 74, has been a Director of FSP Corp. since April 2005 and Lead Independent Director since February 2014.
Murray is a graduate of Newton College. Bruce J.
Schanzer, age 56, has been a Director of FSP Corp. since November 2024.
Schanzer is Chairman and Chief Investment Officer of Erez Asset Management, a fund manager focused on investment opportunities in small market cap REITs.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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