Asset Transaction, Failure to Satisfy Listing Rule, Corporate Action, Changes in Control, Amendments to Bylaws, Management Change/Compensation (Form 8-K)

The information set forth in the Introductory Note and under Items 3.01, 3.03, 5.01, 5.02 and 5.03 is incorporated herein by reference into this Item 2.01.

As a result of the Partnership Merger, in accordance with the terms and conditions of the Merger Agreement, at the effective time of the Partnership Merger (the "Partnership Merger Effective Time"), each Common Unit of the Operating Partnership (each, a "Operating Partnership Common Unit") that was issued and outstanding immediately prior to the Partnership Merger Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Conversion Factor (as defined in the Second Amended and Restated Limited Partnership Agreement of the Operating Partnership, dated as of October 26, 2020, by and between the Company and the limited partners party thereto (the "OP Agreement")) in effect on such date with respect to such Operating Partnership Common Units multiplied by (ii) $6.60, without interest (the "Partnership Merger Consideration").

Each issued and outstanding Operating Partnership Common Unit held by (i) the Parent Parties or any of their respective subsidiaries or (ii) the Company or any of its subsidiaries (the "Acquired Companies") as of the Partnership Merger Effective Time was automatically retired and ceased to exist, and no consideration was paid, nor did any rights inure or were any rights made with respect to such Operating Partnership Common Units in connection with or as a consequence of the Mergers.

As a result of the Company Merger, in accordance with the terms of the Merger Agreement, at the effective time of the Company Merger (the "Company Merger Effective Time"), each share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") that was issued and outstanding immediately prior to the Company Merger Effective Time was automatically cancelled and converted into the right to receive an amount in cash equal to $6.60 per share, without interest (the "Company Merger Consideration").

Each issued and outstanding share of Company Common Stock held by (i) the Parent Parties or any of their respective subsidiaries or (ii) any of the Acquired Companies as of the Company Merger Effective Time was automatically retired and ceased to exist, and no consideration was paid, nor did any rights inure or were any rights made with respect to such shares of Company Common Stock in connection with or as a consequence of the Mergers.

Company Compensatory Awards

At the Company Merger Effective Time and as a result of the Company Merger, (i) each option to purchase shares of Company Common Stock that was outstanding immediately prior to the Company Merger Effective Time was cancelled for no consideration and (ii) each restricted share of Company Common Stock that was outstanding immediately prior to the Company Merger Effective Time was cancelled and converted into the right to receive a cash payment equal to the Company Merger Consideration (subject to applicable tax withholding), without interest.

Operating Partnership Compensatory Awards

At the Partnership Merger Effective Time, (i) each award of long-term incentive plan units of the Operating Partnership (the "Operating Partnership LTIP Units") that was subject only to time-based vesting conditions vested in full (to the extent such award did not otherwise vest in full as a consequence of the Mergers pursuant to its terms) and (ii) each award of appreciation only Operating Partnership LTIP Units (the "Operating Partnership AOLTIP Units") that was subject to vesting based on the achievement of certain performance goals, and that was unvested and outstanding immediately prior to the Partnership Merger Effective Time, vested in full (with the applicable performance goals being deemed satisfied at the "maximum" level of performance). Subject to certain exceptions, all Operating Partnership LTIP Units and all Operating Partnership AOLTIP Units vested and outstanding immediately prior to the Partnership Merger Effective Time were converted into Operating Partnership Common Units based on the applicable conversion factor set forth in the OP Agreement and such Operating Partnership Common Units were cancelled and converted into the right to receive the Partnership Merger Consideration. Certain Operating Partnership LTIP Units were cancelled and converted into the right to receive an amount in cash equal to the product of (x) the applicable conversion factor set forth in the OP Agreement and (y) the Company Merger Consideration (subject to applicable tax withholding), without interest.

The foregoing descriptions of the Merger Agreement and the Mergers are only summaries, do not purport to be complete, and are qualified in their entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-Kfiled with the SEC on September 17, 2025, and Amendment No. 1 to the Merger Agreement, which was filed as Annex B to the Company's Preliminary Proxy Statement on Schedule 14A filed with the SEC on October 29, 2025.

In connection with the consummation of the Company Merger, the Company requested that the New York Stock Exchange ("NYSE") suspend trading of Company Common Stock on December 19, 2025, delist the Company Common Stock from the NYSE and file a Form 25 with the SEC to report the delisting of Company Common Stock from the NYSE. The NYSE filed a Form 25 on December 19, 2025 to provide notification of such delisting and to effect the deregistration of Company Common Stock under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file a Form 15 with the SEC to terminate the registration of Company Common Stock under the Exchange Act and to suspend the Company's reporting obligations under the Exchange Act with respect to Company Common Stock. The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 3.01.

The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference into this Item 3.03.

As a result of the consummation of the Company Merger, a change of control of the registrant occurred, and the Company merged with and into REIT Merger Sub, REIT Merger Sub survived the Company Merger as an entity indirectly controlled by Parent, and the separate corporate existence of the Company ceased. Parent funded the Company Merger Consideration and the Partnership Merger Consideration through a variety of sources, including cash on hand. The information set forth in the Introductory Note and under Items 2.01, 3.01, 3.03, 5.02 and 5.03 is incorporated herein by reference into this Item 5.01.

The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 5.02.

On December 19, 2025, effective as of the Company Merger Effective Time, (i) each of the members of the Company's Board of Directors tendered their resignation as a member of the board of directors and any committee or subcommittee thereof, and (ii) the directors of REIT Merger Sub immediately prior to the Company Merger Effective Time were appointed as directors of the Company. These departures were not a result of any disagreements with the Company on any matter relating to its operations, policies or practices.

Also effective as of the Company Merger Effective Time, (i) each of Albert Behler, Peter Brindley and Ermelinda Berberi was replaced as an officer of the Company by virtue of the Company Merger, and (ii) each of Michael Nierenberg, Philip Sivin, Nicola Santoro Jr., and David Zeiden was appointed as an officer of the Company to serve as its President, Secretary, Treasurer and Vice President, respectively.

At the Company Merger Effective Time, the articles of organization of REIT Merger Sub that were in effect immediately prior to the Company Merger Effective Time and that are attached hereto as Exhibit 3.1 continued as the articles of organization of the Surviving Entity. In addition, at the Company Merger Effective Time, the operating agreement of REIT Merger Sub that was in effect immediately prior to the Company Merger Effective Time was amended and restated in its entirety in the form attached hereto as Exhibit 3.2 and became the operating agreement of the Surviving Entity. The information set forth in the Introductory Note and under Item 2.01 is incorporated herein by reference into this Item 5.03.