Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As previously reported, American Strategic Investment Co. (the "Company") is party to the Second Amended and Restated Advisory Agreement, dated as of November 16, 2018, with New York City Operating Partnership, L.P. and New York City Advisors, LLC (the "Advisor"), pursuant to which the Advisor provides certain advisory services to the Company (as amended, including, without limitation, pursuant to that certain Second Amendment, dated as of March 29, 2024, the "Advisory Agreement"). Pursuant to the Advisory Agreement, the Company has accrued and owes to the Advisor cash compensation in the aggregate amount of $1,910,169.12, which the Advisor has elected to receive in the form of shares of the Company's Class A common stock, par value $0.01 per share (the "Common Stock") as permitted under the terms of the Advisory Agreement. On April 30, 2026, the Compensation Committee of the Board of Directors of the Company approved the grant to the Advisor of 232,098 shares of Common Stock (the "Advisory Shares") under the 2020 Advisor Omnibus Incentive Compensation Plan of the Company in full satisfaction of the compensation owed to the Advisor under the Advisory Agreement. Accordingly, the Company entered into to a stock award agreement (the "Award Agreement") covering the Advisory Shares, which were issued to the Advisor on such date pursuant to an exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933, as amended.