Franklin Street Properties Reports Material Agreement & Director Changes

TL;DR

FSP filed an 8-K for a material agreement and board changes. Keep an eye on this.

AI Summary

On October 9, 2025, Franklin Street Properties Corp. reported a material definitive agreement and changes in its board of directors and officer compensation. The filing also includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates significant corporate actions, including a new material agreement and potential shifts in leadership or compensation structures, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — Changes in board composition and material definitive agreements can signal significant strategic shifts or potential financial implications that warrant investor attention.

Key Players & Entities

• Franklin Street Properties Corp. (company) — Registrant
• October 9, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $30,000 — iner fee for membership on the Board of $30,000, which is paid in four equal installmen
• $45,000 — n stock with a grant date fair value of $45,000. There are no arrangements or understa

Filing Documents

• tm2528806d1_8k.htm (8-K) — 37KB
• tm2528806d1_ex10-2.htm (EX-10.2) — 16KB
• 0001104659-25-099770.txt ( ) — 222KB
• fsp-20251009.xsd (EX-101.SCH) — 3KB
• fsp-20251009_lab.xml (EX-101.LAB) — 33KB
• fsp-20251009_pre.xml (EX-101.PRE) — 22KB
• tm2528806d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. As previously reported, on November 27, 2024, Franklin Street Properties Corp. (the "Company") entered into a cooperation agreement (the "Cooperation Agreement") with Converium Capital Inc., Converium Capital Master Fund LP and Converium PGEQ Multi-Strategy Fund L.P. (collectively, Converium''), and Erez REIT Opportunities LP and Erez Asset Management LLC (collectively, "Erez" and together with Converium, the "Stockholder Parties"). The Cooperation Agreement is set forth as Exhibit 10.1 to this current report and is incorporated herein by reference. As also previously reported, pursuant to the Cooperation Agreement, the Company appointed Bruce J. Schanzer as a member of the Board of Directors of the Company (the "Board") on November 27, 2024 and Mr. Schanzer was re-elected to the Board at the Company's 2025 annual meeting of stockholders on May 15, 2025 to serve a one-year term expiring at Company's 2026 annual meeting of stockholders (the "2026 Annual Meeting"). On October 9, 2025, Mr. Schanzer informed the Company that he had resigned from the Board, effective immediately. Mr. Schanzer's decision to resign did not involve any disagreement on any matter relating to the Company's operations, policies or practices. The Cooperation Agreement provides that in the event that Mr. Schanzer resigns as a director the Company and Converium would cooperate to identify and mutually agree upon a replacement director candidate (the "Replacement Director") if at such time Converium (together with its affiliates) beneficially owned at least three percent (3%) of the Company's then-outstanding common stock. The Company and Converium identified Jennifer Bitterman as a Replacement Director under the Cooperation Agreement. On October 15, 2025, the Board elected Ms. Bitterman to serve as a director of the Company to fill the vacancy caused by the resignation of Mr. Schanzer. In connection with the appointment of Ms. Bitterma

02. Departure of Directors or Certain

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (b) Departure of Director As disclosed in Item 1.01 above, on October 9, 2025, Bruce J. Schanzer, a director of the Company, informed the Company that he had resigned from the Board, effective immediately. Mr. Schanzer's decision to resign did not involve any disagreement on any matter relating to the Company's operations, policies or practices. (d) Election of Director Also, as reported in Item 1.01 above, the Board appointed Jennifer Bitterman to serve as a director of the Company to fill the vacancy caused by the resignation of Mr. Schanzer. Ms. Bitterman was also appointed to the Audit Committee of the Board and the Compensation Committee of the Board, effective October 15, 2025. The Board has affirmatively determined that Ms. Bitterman is "independent" under the rules of the NYSE American. Jennifer Bitterman, age 42, is the Chief Financial Officer at GSA Group and on the Executive Leadership Team of The Dot Group. She has two decades of experience spanning asset management, transaction, capital markets and compliance. Before joining GSA Group, Jennifer was CFO at Andover Properties, one of the largest private owner-operators of self-storage facilities in the US. Prior to Andover, Jennifer worked for over a decade at Cedar Realty Trust, a New York publicly listed real estate investment trust, holding various positions but also serving as its CFO. Prior to that, Jennifer held roles at Morgan Stanley within its Asset Management Team, Credit Suisse covering equity REITs and PwC. She also serves as an Advisory Board Member for the Weiser Center for Real Estate at the Stephen M. Ross School of Business and at the Cold Spring Harbor Laboratory. She previously served on the Board and was Audit Committee Chairperson of the Dreamscape Companies. Jennifer has a BBA with high distinction from the Stephen M. Ro

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits E xhibit No. Description 10.1 Cooperation Agreement, dated as of November 27, 2024, by and between the Company and the Stockholder Parties. (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed on November 27, 2024 (File No. 001-32470)). 10.2 Letter Agreement, dated as of October 15, 2025, by and between the Company and the Stockholder Parties. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FRANKLIN STREET PROPERTIES CORP. Date: October 15 , 2025 By: /s/ George J. Carter George J. Carter Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR