Gyrodyne (GYRO): $12.30 a Share on Paper, $10.75 Preliminary

What the number is, and what it is not

Gyrodyne is a Nasdaq-listed company, but it is not valued like one. Since September 1, 2015 it has said it intends to sell its two remaining properties, pay its debts and then distribute what is left. Under the liquidation basis of accounting, its assets are stated at estimated sale value and its liabilities, including every dollar it expects to spend until the end, are accrued now. The 10-Q describes the per-share figure in one sentence: “the Company reports estimated distributions per share data by dividing net assets in liquidation by the number of shares outstanding.”

So $12.30 is the company's estimate of what would be left per share after selling the land and paying all costs through the assumed end date, not a price and not a payout. The filing warns that such amounts “should not be taken as an indication of the timing or amount of future distributions or our actual dissolution.” The two properties are Flowerfield, 63 acres in St. James with a 14-acre industrial park, and the Cortlandt Manor Medical Center, a 31,000 square foot building on 13.8 acres. Both stayed on the books at $53,990,000 of estimated value at June 30, 2026, the same figure as at December 31, 2025.

Net assets in liquidation, quarter by quarter

All figures come from the 10-K or 10-Q for the date shown. Shares are the count the company used in that filing.

The last row mixes a company figure with ours: the company gave about $10.75 a share and a decrease of about $3.4 million; multiplying $10.75 by 2,199,308 shares gives about $23.6 million (our arithmetic). The company calls the number “preliminary and unaudited” and says it “may change in our third quarter 10-Q.”

The March 2024 step is the one to read carefully. In the quarter ended March 31, 2024 total net assets rose by $4,665,677 while per-share net assets fell from $19.51 to $16.09. The rights offering closed on March 7, 2024 with net proceeds of $4,418,380 for 625,000 shares at $8 per share, which the company describes as “a discount of $8.12 per share to the proforma net assets in liquidation as of December 31, 2023.” In the FY2024 10-K it says “Approximately $3.39 per share of the $5.60 decrease in net assets per share is attributable to the issuance in Rights Offering.” A holder who owned shares before March 2024 had their share of the estimate diluted; the total estimate went up.

What moved it

The filings give a reason for each move. The table lists the items the company itself quantified.

Two patterns stand out. First, extensions of the end date are costly: the company accrues salaries, insurance, interest, legal fees and entitlement costs for every extra year, so each extension has been booked as a cost: $1,692,000 in Q3 2024, $2,257,000 in Q2 2025 and about $3,500,000 in FY2025, which the filing describes as a two-year extension. Second, appraisal-type gains have been small next to those costs: real estate was carried at $53,990,000 at both December 31, 2025 and June 30, 2026.

The timeline the company has stated

The company's own caveat is that it cannot “meet our formal stated target of 2028” with any assurance. The 10-Q says subdivision approval is expected in the first quarter of 2027 for Flowerfield and in mid-2027 for Cortlandt Manor, and that timing depends on “the backlog of land use applications, zoning authority labor shortages and environmental concerns.”

Why it is slow: the Article 78 case

On April 26, 2022 a village and other petitioners started an Article 78 proceeding in the New York Supreme Court, Suffolk County, against the Town of Smithtown and others, including Gyrodyne, to annul the Planning Board's 2022 approvals for the Flowerfield subdivision. The court's February 6, 2024 order granted the motions to dismiss in part and denied them in part. Petitioners perfected an appeal on April 28, 2025; briefing finished in July 2025. At the November 5, 2026 annual meeting the company said it was “awaiting a hearing date from the Appellate Division.” The company's timeline assumes Flowerfield is not sold until the case ends.

The sale process: B2K, New York State, Cortlandt Manor

B2K. On July 30, 2025 a Gyrodyne subsidiary agreed to sell about 49 undeveloped acres of Flowerfield to B2K Smithtown LLC for between $24,000,000 and $28,740,000, subject to subdivision and site plan approval and with a closing credit of $4,020,222 for a sewer treatment plant and on-site infrastructure. A second amendment on January 6, 2026 added a $1,520,222 credit for on-site improvements to two lots and ended B2K's right to walk away during its investigation period (8-K 0001437749-26-001119). The buyer still needs site plan approval.

What changed in November 2026. The CEO's remarks say progress on B2K's conditions “has slowed significantly” because B2K and the owner of the adjoining Flowerfield Celebrations property have not agreed whether B2K's site plan fits a visual easement. The company is therefore in discussions with New York State on buying the undeveloped acreage, which it believes “would likely eliminate the need to construct a sewage treatment plant,” and is negotiating to end the B2K agreement, which it expects “will necessitate a significant payment to B2K.” It describes a State sale as lower in gross price but higher in risk-adjusted value, possibly closing in the second half of 2027. The text of the published remarks has two bracketed sentences, one saying the petitioners “may be prepared to withdraw their appeal” if a State sale closes, and one reaffirming December 31, 2028; the company adds that there is no agreement to that effect.

Cortlandt Manor. The company says its marketing campaign showed that the 150,000 square feet of medical office and 4,000 square feet of retail allowed under the 2023 zoning “exceeds current market demand for medical office development.” It is working with JLL and the Town of Cortlandt on an alternative mixed-use plan, aiming to close a sale no later than the end of 2028, subject to site plan approval.

A sale of the company. The CEO also said: “we remain open to offers for the properties as is and where is and or for sale of the Company itself.” No bid or process for the company is described in the filings we read.

Debt, cash and staff

Subsequent debt events: the Cortlandt Manor loan (original principal $4,950,000, 3.75%) reached its first maturity on October 10, 2026 and was extended to October 10, 2031 at 7.28% after a paydown of $431,411.38, leaving $4,041,482.21 (8-K 0001437749-26-033007). A separate $1,500,000 term loan was extended 24 months from January 1, 2026 at 15%. Two Flowerfield credit lines, one with a balance of $1,784,309 at 3.85%, mature in 2028. The company said in the Q2 10-Q that cash operating receipts net of costs are below its general, capital and entitlement costs, so it runs a net use of cash until sales close.

Staffing is thin. After an August 2026 separation agreement (8-K 0001437749-26-026570) the company expects one full-time employee and about $620,000 of savings. Occupancy was 80% at June 30, 2026 against 82% at December 31, 2025, according to the CEO's remarks.

The price: what we can and cannot say

We found no official, dated share price in the filings we read, and we did not save Nasdaq historical data, so this page does not compare the $12.30 or the $10.75 with a market price. Check the current quote and its date on Nasdaq under GYRO before drawing any conclusion. The filings give two market-linked numbers. The FY2025 10-K cover states that the aggregate market value of shares held by non-affiliates on June 30, 2025 was $6,244,153, computed from the Nasdaq closing price that day; the per-share price is not stated and the non-affiliate share count is not given in that sentence. The rights offering price was $8 per share in March 2024, a subscription price and not a market quote. The company's own risk factors describe the stock as thinly traded and say its price “has been volatile in the past.”

Net assets in liquidation is also not a promise of a payout: all of the numbers above are estimates that assume sales at stated values by an assumed date. The company notes that the sale values “include some but not all of the potential value that may be derived from the entitlement efforts.”

How other liquidations we cover compare

Gyrodyne closed no property sale in the 2023 to 2026 filings we read and declared no distribution in them. Elme Communities had sold all of its properties and became a liquidating trust on November 6, 2026. Aimco (AIV) is a listed company that still has unsold development assets, and Steele Creek Capital, a business development company, declared a $6.2020 a share dividend on October 30, 2026. The difference in Gyrodyne's case is that the value depends on land-use approvals, a court case and a possible State buyer rather than on a signed closing calendar.

What a reader can do with this

This is analysis of public documents, not investment, legal or tax advice. None of these figures is a distribution date. What the filings let a holder check:

• Read the September 30, 2026 10-Q when it is filed (expected about November 16, 2026, our arithmetic) and compare the audited-or-reviewed per-share number with the $10.75 preliminary figure.
• Do not treat $12.30 or $10.75 as a payout. They are estimates after accrued costs through December 31, 2028 and carry the assumptions described above.
• Watch four events: a signed agreement with New York State, a signed termination of the B2K agreement and its cost, the Appellate Division hearing in the Article 78 case, and any sale agreement for Cortlandt Manor.
• Check the date and price on Nasdaq yourself, and compare it with the per-share series, not with the total, because the share count changed in 2024.
• Keep your own records. A holder with liquidating distributions in the future will need a cost basis per lot, as the Elme and Aimco pages describe.

FAQ

All figures are from SEC filings read on EDGAR on November 10, 2026. Gyrodyne, LLC (CIK 1589061): Forms 10-K for 2022 (accession 0001437749-23-008587), 2023 (0001437749-24-009908), 2024 (0001437749-25-009691) and 2025 (0001437749-26-010078); Forms 10-Q for each quarter from March 31, 2023 to June 30, 2026 (including 0001437749-26-027458, filed August 13, 2026); Forms 8-K of October 17, 2025 (0001437749-25-031273), January 12, 2026 (0001437749-26-001119), August 7, 2026 (0001437749-26-026570), October 20, 2026 (0001437749-26-033007) and November 5, 2026, with Exhibit 99.1 (0001437749-26-035148); and the DEF 14A of October 5, 2026 (0001437749-26-032011). This is analysis of public documents, not investment, legal or tax advice.