UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October~~July 1130, ~~2024~~2025

GYRODYNE, LLC

(Exact name of Registrant as Specified in its Charter)

New York	001-37547	46-3838291
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

ONE FLOWERFIELD

SUITE 24

StST. ~~James~~JAMES, New York 11780

(Address of principal executive

offices) (Zip Code)

(631) 584-5400

Registrant’s telephone number,

including area code

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Limited Liability Company Interests	GYRO	Nasdaq Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01. Entry ~~Other~~into ~~Events.~~a Material Definitive Agreement

OnPurchase ~~October 11, 2024, the Supreme Court of the State of New York issued a ruling in favor of Gyrodyne, LLC (the “Company”), dismissing the Article 78 petition brought against the Company~~ and ~~the~~Sale ~~Town~~Agreement of– Smithtown’s Planning Board by the remaining petitioners in the proceeding. The petitioners were seeking a judgment to vacate the Planning Board’s approval of the Company’s eight-lot subdivision of its Flowerfield ~~property.~~

~~The~~Gyrodyne, ~~Court~~LLC, ~~found~~a ~~that~~New York limited liability company (the ~~petition~~“Company”), ~~was~~has ~~defective~~announced ~~and~~the ~~unsupported~~execution by ~~the~~its ~~administrative~~subsidiary ~~record.~~GSD ~~The~~Flowerfield ~~decision~~LLC, ~~confirms~~a ~~that~~New ~~the~~York ~~Planning~~limited ~~Board~~liability ~~fulfilled~~company ~~its~~(“GSD”), ~~obligations~~of ~~under~~a Purchase and Sale Agreement (the ~~New~~“Agreement”) ~~York~~effective ~~State~~as ~~Environmental~~of ~~Quality~~July ~~Review~~30, ~~Act~~2025 (the “~~SEQRA~~Effective Date”) tofor ~~take~~ the ~~required~~sale ~~“hard~~of ~~look~~an approximately 49 acre parcel of vacant land (the “Property”), atwhich ~~environmental~~Property ~~impacts~~forms ~~and~~a toportion ~~implement~~of ~~appropriate~~the ~~mitigation~~Company’s ~~measures~~Flowerfield complex in St. ~~Although~~James, ~~the~~New ~~ruling~~York ~~remains~~for ~~subject~~a purchase price between $24,000,000 to ~~appeal~~$28,740,000 (the ~~Company~~“Purchase ~~will~~Price) ~~continue~~ to ~~process~~B2K ~~its~~Smithtown ~~final~~LLC, ~~subdivision~~a ~~approval~~Delaware ~~application~~limited ~~with~~liability ~~the~~company ~~Town~~(“B2K”), ofsubject ~~Smithtown~~to conditions and ~~County~~contingencies ofset ~~Suffolk~~forth in the Agreement and ~~ultimately~~described ~~file~~herein. ~~its~~The ~~subdivision~~Purchase ~~map~~Price ~~with~~range is contingent on the ~~Office~~number of ~~the~~market-rate ~~County~~units ~~Clerk~~for which B2K ultimately receives approval.

InAmong ~~December~~other ~~2017~~provisions, the ~~Company~~Agreement ~~submitted~~provides for: (i) an ~~application~~earnest money deposit of $250,000 to be delivered to the ~~Planning~~escrow ~~Board~~agent, ~~for~~subject ~~preliminary~~to ~~approval~~a 90-day investigation period, during which time B2K will have the right to terminate the Agreement by written notice to GSD if B2K will not be fully satisfied, in B2K’s sole discretion, as to the status of antitle, suitability of the Premises and all factors concerning same, prior to the expiration of the investigation period, in which case B2K will have the right to receive a refund of its earnest money deposit; and (ii) unless B2K terminates the Agreement on or prior to the end of the investigation period (the “Investigation Period Notice Date”), the closing to occur on the earlier of: (A) that certain date that is eight~~-lot~~ ~~subdivision~~(8) months after the Town of Smithtown grants the ~~Company’s~~Site ~~Flowerfield~~Plan ~~property.~~Approval In(as ~~March~~defined ~~2022~~in the Agreement), or (B) sixty (60) days after B2K waives the ~~Planning~~Site ~~Board~~Plan ~~granted~~Approval ~~approval~~and the Approvals (as hereinafter defined). Such closing date is estimated to be no later than December 2027 or alternatively by August 2028 if B2K exercises both of its site plan extension options. Based on the above, the Company’s ~~amended~~is ~~application~~extending ~~after~~its anestimated ~~exhaustive~~timeline ~~SEQRA~~to ~~review~~complete the liquidation to December 31, 2027.

InThe ~~April~~Agreement ~~2022,~~is acontingent ~~group~~on ofthe ~~petitioners~~receipt ~~initiated~~of anSubdivision ~~Article~~Approval 78(as ~~proceeding~~defined ~~against~~in the ~~Planning~~Agreement) ~~Board~~and B2K obtaining, ~~the~~at ~~Company~~B2K’s ~~and~~sole ~~others~~cost ~~seeking~~and aexpense, ~~judgement~~certain toother ~~annul~~required approvals (the ~~Planning~~“Approvals”) ~~Board’s~~beyond ~~findings~~all ~~statement~~relevant ~~issued~~appeal ~~under~~periods ~~SEQRA,~~within to18 ~~vacate~~months following the ~~preliminary~~later ~~approval~~ of: ~~the~~(i) ~~subdivision~~a ofdesignated ~~Flowerfield~~number ~~and~~of todays ~~order~~following the ~~Planning~~Investigation ~~Board~~Period toNotice ~~prepare~~Date or (ii) a ~~supplemental~~designated ~~environmental~~number ~~impact~~of ~~statement~~days following the issuance of Subdivision Approval (the “Approval Period”).

InIf ~~February~~B2K ~~2024,~~fails ~~the~~to ~~Court~~obtain ~~dismissed~~ the ~~petition~~Approvals asprior to ~~most~~the expiration of the ~~original~~Approval ~~individual~~Period ~~petitioners~~(subject ~~for~~to ~~lack~~certain ofextension ~~standing~~rights), ~~and~~B2K asmay toterminate the ~~Village~~Agreement ofor ~~the~~waive ~~Head of~~ the ~~Harbor~~foregoing ~~for~~approval ~~lack~~contingencies ~~of capacity to sue,~~ and ~~amended~~close ~~the~~title ~~caption~~within to60 ~~reflect the remaining parties~~days.

OnThe ~~October~~Agreement ~~11,~~also ~~2024,~~contains ~~after~~additional ancustomary ~~exhaustive~~covenants, ~~review of the entire administrative record~~conditions, ~~Justice~~representations ~~Maureen T. Liccione denied the petition as to all remaining petitioners~~ and dismissed the Article 78 Proceeding because “the record demonstrates that the Planning Board took the requisite ‘hard look’ and mitigated the potential adverse environmental impacts of subdivision approval to the maximum extent practicablewarranties.”

The ~~Company~~foregoing description of the Agreement is ~~continuing~~only toa ~~take~~summary ~~all~~of ~~actions~~its ~~necessary~~material terms, does not purport to ~~secure~~be ~~final~~a ~~approval~~complete description of anthe ~~eight-lot~~rights ~~subdivision~~and obligations of ~~Flowerfield~~the parties thereunder and is ~~now~~qualified in ~~the~~its ~~process~~entirety ofby ~~conducting~~reference ato ~~national~~the ~~marketing~~full ~~effort~~text ~~through~~of ~~its~~the ~~broker JLL Capital Markets~~Agreement, ~~led~~which byis ~~its~~attached ~~Suburban~~hereto ~~Tristate~~as ~~Leader~~Exhibit 10.1.

OnBased ~~October~~on ~~16,~~the ~~2024~~terms of the Agreement, the Company ~~issued~~estimates athat ~~press~~the ~~release~~net ~~announcing~~asset avalue ~~favorable~~in ~~ruling~~liquidation by(“Net ~~the~~Asset ~~Supreme~~Value” ~~Court~~or of“NAV”) and NAV per share for the ~~State~~six ofmonths ~~New~~ended ~~York~~June in30, ~~the~~2025 ~~Article~~will 78be ~~proceeding~~approximately $32.6 ~~The~~million ~~full~~and ~~text~~$14.83, respectively. This estimate is based on receiving Site Plan Approval for the number of units to be sought under the ~~press~~Agreement ~~release~~and isinclusive ~~furnished~~of asthe ~~Exhibit~~additional ~~99.1~~estimated costs in excess of receipts associated with extending the Company’s timeline to ~~this~~complete ~~Current~~the ~~Report~~liquidation onto ~~Form~~December ~~8-K~~31, 2027.

Item 8.01 Other Events

On August 4, 2025, the Company issued a press release announcing the execution of a Purchase and Sale Agreement with B2K Smithtown LLC. A copy of the press release issued by the Company is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

	10.1*	Purchase and Sale Agreement effective as of July 30, 2025 between GSD Flowerfield LLC and B2K Smithtown LLC.

	99.1	Press Release dated August 4, 2025.

	104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[******]”) because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Forward-Looking Statement Safe Harbor

The statements made in this ~~press~~Current ~~release~~Report on Form 8-K and other materials the Company has filed or may file with the SEC, in each case that are not historical facts, contain "forward-looking information" within the meaning of the Private Securities Litigation Reform Act of 1995, and Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, which can be identified by the use of forward-looking terminology such as "may," "will," "anticipates," "expects," "projects," "estimates," "believes," "seeks," "could," "should," or "continue," the negative thereof, and other variations or comparable terminology as well as statements regarding the evaluation of strategic alternatives and liquidation contingencies. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties include, but are not limited to, risks and uncertainties relating to our efforts to enhance the values of our remaining properties and seek the orderly, strategic sale of such properties as soon as reasonably practicable, ~~remaining~~ risks associated with the Article 78 proceeding against the Company and any other litigation that may develop in connection with our efforts to enhance the value of and sell our properties, ongoing community activism, risks associated with proxy contests and other actions of activist shareholders, risks related to the recent banking crisis and closure of two major banks (including one with whom we indirectly have a mortgage loan), regulatory enforcement, risks inherent in the real estate markets of Suffolk and Westchester Counties in New York, the ability to obtain additional capital in order to enhance the value of the Flowerfield and Cortlandt Manor properties and negotiate sales contracts and defend the Article 78 proceeding from a position of strength, the continuing effects of the COVID-19 pandemic, the ongoing risk of inflation, elevated interest rates, recession and supply chain constraints or disruptions and other risks detailed from time to time in the Company's SEC reports. These and other matters the Company discusses in this ~~press~~Current ~~release~~Report on Form 8-K may cause actual results to differ from those the Company describes.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated October 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		GYRODYNE, LLC
Date: October 16, 2024	By:	/s/ Gary Fitlin
	Name:	Gary Fitlin
	Title:	President, Chief Executive Officer, Chief Financial Officer and Treasurer

	GYRODYNE, LLC

	By:	/s/ Gary Fitlin
	Gary Fitlin
	President, Chief Executive Officer, Chief Financial Officer and Treasurer

Date: August 4, 2025

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