UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to §240.14a-12

~~NEW YORK CITY REIT, INC.~~AMERICAN STRATEGIC INVESTMENT CO.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee ~~computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~

~~(1)~~

~~Title of each class of securities to which transaction applies:~~

~~(2)~~

~~Aggregate number of securities to which transaction applies:~~

~~(3)~~

~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

~~(4)~~

~~Proposed maximum aggregate value of transaction:~~

~~(5)~~

~~Total fee paid:~~

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~~Fee~~ paid previously with preliminary materials.

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~~Check box if any part of the fee is offset as provided~~Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-11(a)(2)~~Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~0-11.

~~(1)~~

~~Amount Previously Paid:~~

~~(2)~~

~~Form, Schedule or Registration Statement No.:~~

~~(3)~~

~~Filing Party:~~

~~(4)~~

~~Date Filed:~~

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To the Stockholders of American Strategic Investment Co.:

I am pleased to invite you to the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of American Strategic Investment Co., a Maryland corporation (the “Company”), which will be held virtually on Monday, June 5, 2023 commencing at 1:00 p.m. Eastern Time. The items of business are listed in the following Notice of Annual Meeting of Stockholders and are more fully addressed in the proxy statement.

At the Annual Meeting you will be asked to elect the persons named in the accompanying proxy statement as Class III directors and to vote on one other proposal as described in the accompanying Notice of 2023 Annual Meeting of Stockholders and proxy statement.

You will be able to attend the Annual Meeting, vote your shares electronically and submit your questions during the meeting via live audio webcast by visiting www.virtualshareholdermeeting.com/NYC2023. To participate in the meeting, you must have your control number that is shown on your Notice of Internet Availability of Proxy Materials or, if you received a printed copy of the proxy materials, on your proxy card or the instructions that accompanied your proxy materials. Stockholders will not be able to physically attend the Annual Meeting.

Details concerning the matters to come before stockholders at the Annual Meeting are described in the accompanying Notice of 2023 Annual Meeting of Stockholders and proxy statement. We will be using the “Notice and Access” method of providing proxy materials to you via the Internet. We believe that this process will provide a convenient and economic way to access the proxy materials and authorize a proxy to vote your shares.

Your vote is very important. Please respond as soon as possible to help us avoid potential delays and additional expenses to solicit votes.

On behalf of the Board of Directors, we appreciate your support.

Sincerely,

/s/ Edward M. Weil, Jr.

Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer, President and Secretary

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650 Fifth Avenue, 30th Floor
New York, New York 10019

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

~~To Be Held on May 11, 2021~~TO BE HELD ON JUNE 5, 2023

~~March 30, 2021~~April 18, 2023

To the Stockholders of ~~New York City REIT, Inc.~~American Strategic Investment Co.:

I am pleased to invite ~~our stockholders~~you to the ~~2021~~2023 Annual Meeting of Stockholders, ~~(“Annual~~including any postponement or adjournment thereof (the “Annual Meeting”), of ~~New York City REIT, Inc.~~American Strategic Investment Co., a Maryland corporation (the “Company”)~~. The Annual Meeting~~, which will be held at 1:00 p.m. Eastern Time on ~~Tuesday, May 11, 2021.~~Monday, June 5, 2023. The Annual Meeting will be a “virtual meeting” of stockholders which will be conducted exclusively online via live webcast. You will be able to attend the Annual Meeting and vote and submit questions during the Annual Meeting via the live webcast by visiting www.virtualshareholdermeeting.com/~~NYC2021~~NYC2023.

If you plan to attend the Annual Meeting online, you will need the control number included on the Notice of Internet Availability of Proxy Materials or, if you requested paper copies, in the instructions printed on your proxy card. Instructions are also described in the accompanying proxy statement. At the Annual Meeting, you will be asked to consider and vote upon (1) the election of ~~one member of the Board of Directors~~two persons to serve on our board of directors (the “Board of Directors”) until the ~~2024~~2026 annual meeting of stockholders (the ~~“2024~~“2026 Annual Meeting”) and until ~~her successor is~~their respective successors are duly elected and ~~qualifies,~~qualify, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, ~~2021,~~2023 and (3) the transaction of such other matters as may properly come before the Annual ~~Meeting and any postponement or adjournment thereof. Our~~Meeting. The Board of Directors has fixed the close of business on March ~~15, 2021~~27, 2023 as the record date for the ~~determination of stockholders entitled to notice of and to vote at the~~ Annual ~~Meeting or any postponement or adjournment thereof. Record~~Meeting. Only record holders of shares of the Company’s Class A ~~common stock, par value $0.01 per share, and Class B~~ common stock, par value $0.01 per share, at the close of business on the record date are entitled to notice of, and to vote at, the Annual Meeting.

For further information regarding the matters to be acted upon at the Annual Meeting, ~~I urge you to carefully~~please read the accompanying proxy statement. The Company ~~makes proxy materials available to its stockholders on the Internet. The Company~~ is relying on rules promulgated by the Securities and Exchange Commission ~~rules~~ that allow the Company to furnish proxy materials to you via the Internet. Unless you have already requested to receive a printed set of proxy materials, you will receive a Notice Regarding the Internet Availability of Proxy Materials. This Notice contains instructions on how to access proxy materials and authorize a proxy to vote your shares via the Internet or, if you prefer, to request a printed set of proxy materials at no additional cost to you.

You can access proxy materials at ~~www.proxyvote.com/NYC~~www.proxyvote.com. You also may authorize your proxy via the Internet or by telephone by following the instructions on that website. ~~In order to authorize your proxy via the Internet or by telephone, and to be admitted to the Annual Meeting at~~ ~~www.virtualshareholdermeeting.com/NYC2021,~~ ~~you must have the control number that appears on the materials sent to you.~~ You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. Your attendance alone, without voting, will not be sufficient to revoke a previously authorized proxy.

You are cordially invited to attend the Annual Meeting. Regardless of whether you own a few or many shares and whether you plan to attend the Annual Meeting in person via webcast or not, it is important that your shares be voted on matters that come before the Annual Meeting. ~~Your vote is important.~~

By Order of the Board of Directors,

/s/ Edward M. Weil, Jr.

Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer,
President and Secretary

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650 Fifth Avenue, 30th Floor
New York, New York 10019

PROXY STATEMENT

The accompanying proxy is solicited by and on behalf of the board of directors (the “Board of Directors” or the “Board”) of ~~New York City REIT, Inc.~~American Strategic Investment Co., a Maryland corporation (the “Company”), for use at the ~~2021~~2023 Annual Meeting of Stockholders, ~~(the “Annual Meeting”) and at~~including any postponement or adjournment thereof (the “Annual Meeting”), and is provided together with this proxy statement (this “Proxy Statement”) and our Annual Report ~~on Form 10-K~~to Stockholders for the year ended December 31, ~~2020~~2022 (our ~~“2020 10-K”~~“2022 Annual Report”). References in this Proxy Statement to “we,” “us,” “our,” or like terms also refer to the Company, and references in this Proxy Statement to “you” refer to the stockholders of the Company. The mailing address of our principal executive ~~offices~~office is ~~650 Fifth Avenue, 30~~th Floor, New York, New York 10019. This Proxy Statement, the proxy card, the Notice of Annual Meeting and our 2020 10-K have been made available to you on the Internet. Mailing to our stockholders of a Notice Regarding the Internet Availability of Proxy Materials is expected to commence on or about March 30, 2021. Additional copies of this Proxy Statement and our 2020 10-K will be furnished to you, without charge, by writing us at New York City REIT, Inc., 650 Fifth Avenue, 30th Floor, New York, New York 10019, Attention: Investor ~~Relations or emailing us at investorrelations@ar-global.com.~~

~~Important~~Relations. Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company is providing stockholders with access to its proxy materials over the Internet. As a result, the Company is mailing a Notice Regarding ~~the~~ Availability of Proxy Materials
(the “Notice of Availability”) instead of a paper copy of the proxy materials. All stockholders receiving the Notice of Availability will have the ability to access the proxy materials over the Internet and to request a paper copy by mail by following the instructions in the Notice of Availability. In addition, the proxy card contains instructions for electing to receive proxy materials over the ~~Annual Meeting to Be Held on May 11, 2021~~

~~This Proxy Statement, the~~Internet or by e-mail. Mailing of paper copies of this Notice of Annual Meeting of Stockholders and ~~our 2020 10-K~~Proxy Statement will begin on or about April 18, 2023. The principal executive offices of the Company are ~~available at:~~
~~www.proxyvote.com/NYC~~located at 650 Fifth Avenue, 30th Floor, New York, New York 10019, Attention: Investor Relations.

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QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

We are providing you with this Proxy Statement, which contains information about the items to be considered and voted on at the Annual Meeting. To make this information easier to understand, we have presented some of the information in a question-and-answer format.

~~Why did you send me a Notice Regarding the Internet Availability of Proxy Materials?~~

We have made this Proxy Statement, the Notice of Annual Meeting and our 2020 10-K available to you on the Internet or, upon your request, have delivered or will deliver printed versions of these proxy materials to you by mail because our Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting. This Proxy Statement includes information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”) and is designed to assist you in voting. You can access this Proxy Statement and the other proxy materials at ~~www.proxyvote.com/NYC~~. We are relying on SEC rules that allow us to furnish proxy materials to you via the Internet. You have received or will receive a Notice Regarding the Internet Availability of Proxy Materials. This Notice contains instructions on how to access proxy materials and authorize a proxy to vote your shares via the Internet or, if you prefer, to request a printed set of proxy materials at no additional cost to you. You may authorize your proxy via the Internet or by telephone by following the instructions on that website.

~~Can I vote my shares by filling out and returning the Notice Regarding the Internet Availability of Proxy Materials?~~

No. The Notice Regarding the Internet Availability of Proxy Materials you received in the mail identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking this Notice and returning it. This Notice provides instructions on how to authorize your proxy by Internet or by telephone, by requesting and returning a paper proxy card, or by submitting your vote during the virtual meeting within the online portal.

~~What is a proxy?~~

A proxy is a person who votes the shares of stock of another person who could not attend a meeting. The term “proxy” also refers to the proxy card or other method of appointing a proxy. When you submit your proxy, you are appointing Edward M. Weil, Jr. and Christopher J. Masterson, each of whom are executive officers of the Company, as your proxies, and you are giving them permission to vote your shares of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”), and Class B common stock, par value $0.01 per share (“Class B Common Stock, and together with the Class A Common Stock, “Common Stock”) at the Annual Meeting.

~~How are shares of Class B Common Stock different from shares of Class A Common Stock?~~

We have two classes of Common Stock, Class A Common Stock, which is listed on the New York Stock Exchange (the “NYSE”), and Class B Common Stock which is not listed on the NYSE. Shares of Class B Common Stock will automatically convert into shares of Class A Common Stock to be listed on the NYSE no later than August 13, 2021. Except with respect to listing, shares of Class B Common Stock have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as shares of Class A Common Stock.

When is the Annual Meeting and where will it be held?

The Annual Meeting will be held on ~~Tuesday, May 11, 2021~~Monday, June 5, 2023 commencing at 2:1:00 p.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format only and can be accessed online at www.virtualshareholdermeeting.com/~~NYC2021~~NYC2023. There is no physical location for the Annual Meeting. In order to attend the virtual meeting, you will need your control number. Your control number will be supplied to you via your proxy card or voting instructions form. At the Annual Meeting you will be allowed to vote your shares within the online portal, as well as to submit questions. The online portal will open 15 minutes before the beginning of the Annual Meeting. If you have any technical disruptions or connectivity issues during the Annual Meeting, please allow for some time for the meeting website to refresh automatically, or for the meeting operator to provide updates.

If your shares are held by a broker, bank or other nominee, you must follow the instructions provided by your broker, bank or other nominee to vote your shares and you may not vote your shares in person at the meeting unless you obtain a legal proxy. Beneficial holders who want to attend and also vote in person at the Annual Meeting will need to obtain a legal proxy, in PDF or Image (gif, jpg, or png) file format, from the organization that holds their shares giving the right to vote their shares in person at the Annual Meeting and by presenting it with their online ballot during the meeting.

Registered stockholders as of the close of business on March 27, 2023, the record date (the “Record Date”) may register to participate in the Annual Meeting remotely by visiting the website www.virtualshareholdermeeting.com/NYC2023. Please have your voting instruction form or other communication containing your control number available and follow the instructions to complete your registration request.

Why did you send me these Proxy Materials?

You are receiving these materials because you owned our shares of Class A common stock, $0.01 par value per share (the “Common Stock”), as a “registered” stockholder or you held shares of Common Stock in “street name” as of the Record Date for the Annual Meeting. This Proxy Statement contains information related to the solicitation of proxies for use at the Annual Meeting.

We had 2,303,896 shares of Common Stock issued and outstanding on the Record Date.

Who is soliciting my proxy?

This solicitation of proxies is made by and on behalf of our Board of Directors. Under applicable regulations of the SEC, each of our directors and director nominees, and certain of our officers, may solicit proxies and are “participants” in this proxy solicitation on behalf of the Board. For more information about our directors and executive officers, please see “Board of Directors, Executive Officers and Corporate Governance” beginning on page 7 of this Proxy Statement. Other than the persons described in this Proxy Statement, no regular employees of our advisor, New York City Advisors, LLC (the “Advisor”), will solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, certain administrative personnel may be asked to perform clerical or ministerial tasks in the furtherance of this solicitation. We have also engaged Broadridge Investor Communication Solutions, Inc. (“Broadridge”) to, among other thing, assist us in solicitating proxies.

What is a proxy?

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What am I being asked to vote on at the Annual Meeting?

At the Annual Meeting, you will be asked ~~to:~~to consider and vote upon:

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~~elect Abby~~the election of Edward M. ~~Wenzel~~Weil, Jr. and Louis P. DiPalma as a Class ~~I director~~III directors to serve until our ~~2024~~2026 annual meeting of stockholders (the “2026 Annual ~~Meeting~~Meeting”) and until ~~her successor is~~their respective successors are duly elected and ~~qualifies;~~qualify;

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~~ratify~~the ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the year ending December 31, ~~2021;~~2023; and

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~~consider and act on~~the transaction of such other matters as may properly come before the Annual ~~Meeting and any postponement or adjournment thereof.~~Meeting.

Who is entitled to vote?

Anyone who is a holder of record of Common Stock atas of the close of business on ~~March 15, 2021 (the “record date”),~~the Record Date or who holds a valid proxy for the Annual Meeting, is entitled to vote at the Annual ~~Meeting or any postponement or adjournment of the Annual~~ Meeting. ~~Every stockholder is entitled to one vote for each~~Each share of Common Stock held as of the close of business on the ~~record date.~~

~~How many shares of Common Stock are outstanding?~~

~~As of~~Record Date entitles the ~~record date, 9,600,655 shares of our Class A Common Stock and approximately 3,176,113 shares of our Class B Common Stock were issued and outstanding and entitled~~holder to ~~vote at the Annual Meeting.~~one vote.

What constitutes a “quorum”?

If holders of a majority of ~~our~~ shares of our outstanding Common Stock ~~outstanding~~as of the close of business on the ~~record date~~Record Date are present at the Annual Meeting, either in person ~~via webcast~~ or by proxy, we will have a quorum present, permitting the conduct of business at the Annual Meeting. Abstentions and broker non-votes, to the extent any broker non-votes exist, will be counted to determine whether a quorum is present.

What is a “broker non-vote”?

A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner submits a proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power ~~with respect to~~for that matter and has not received voting instructions from the beneficial owner. Brokers are not allowed to exercise their voting discretion with respect to the election of directors or for the approval of other matters which the ~~NYSE~~New York Stock Exchange (“NYSE”) rules determine to be “non-routine,” without specific instructions from the beneficial owner. Thus, beneficial owners of shares held in broker accounts are advised that, if they do not timely provide instructions to their broker, their shares will ~~not~~only be voted at the Annual Meeting in connection with ~~any of the proposals except for~~ the proposal to ratify the appointment of PwC, which is a “routine” matter for purposes of broker discretionary authority. Even without these instructions, the shares of stock of beneficial owners will be treated as present for the purpose of establishing a quorum if the broker votes shares on the proposal to ratify the appointment of PwC.

How does the Board of Directors recommend I vote on each proposal?

The Board of Directors recommends ~~a vote “FOR”~~you vote:

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“FOR” the election of ~~Abby~~Edward M. ~~Wenzel~~Weil, Jr. and Louis P. DiPalma as Class ~~I director,~~III directors; and ~~a vote “FOR”~~

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“FOR” the ratification of the appointment of ~~PwC.~~PwC as our independent registered public accounting firm for the year ending December 31, 2023.

How do I vote?

Stockholders can vote in person at the meeting via webcast or by authorizing a proxy. Stockholders have the following three options for ~~submitting~~authorizing a proxy to vote their ~~votes by proxy:~~shares:

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via the Internet at ~~www.proxyvote.com/NYC~~www.proxyvote.com;

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by telephone, for automated voting (800) 690-6903 at any time prior to 11:59 p.m. on ~~May 10, 2021, and follow~~June 4, 2023 by following the instructions provided on the proxy card; or

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if you requested a printed set of proxy materials, by completing, signing, dating and returning the enclosed proxy card.

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~~if you requested a printed set of proxy materials, by mail, by completing, signing, dating and returning the enclosed proxy card.~~

For those registered stockholders with Internet access, we encourage you to authorize a proxy to vote your shares via the Internet, ~~since~~because it is quick, convenient and provides a cost savings to us. ~~When you authorize~~Authorizing a proxy to vote your shares ~~via~~by following the ~~Internet or by telephone~~instructions on the enclosed proxy card prior to the meeting date will ensure that your vote is recorded immediately and ~~there is no risk that~~avoid postal delays ~~will~~that my cause your proxy ~~authorization~~ to arrive late ~~and, therefore, not have~~in which case your vote will not be counted. ~~For further instructions on voting, see the Notice Regarding the Internet Availability of Proxy Materials.~~

If you are a registered stockholder and elect to attend the Annual Meeting, you can submit your vote during the ~~virtual meeting~~Annual Meeting within the online portal, and any previous proxy that you authorized ~~whether~~ by ~~Internet, telephone or mail,~~following the instructions on the enclosed proxy card, will be superseded. ~~In order to~~To attend the ~~virtual meeting,~~Annual Meeting, you will need your control number. ~~Your control number will be supplied to you via your proxy card or voting instructions form.~~

Street Name Stockholders. If you ~~return~~are the beneficial owner of shares (that is, you held your signed proxy, your shares will be voted as you instruct, unless you give no instructions with respect to one or more of the proposals. In this case, unless you later instruct otherwise, your shares of Common Stock will be voted “FOR” the election of Abby M. Wenzel as Class I director and “FOR” the ratification of the appointment of PwC. With respect to any other proposals to be voted on, your shares of Common Stock will be voted in the discretion of Mr. Weil and Mr. Masterson, or either of them.

~~How do I vote if I hold my~~ shares in “street name”?

If through an intermediary such as a broker, bank or other nominee) as of the close of business on the Record Date, you will receive instructions from your ~~shares are held by your~~broker, bank ~~broker~~ or other nominee as ~~your nominee (in “street name”), you should receive a voting instruction form in paper, or electronic means~~ to ~~provide instructions, from the institution that holds~~how to vote your shares or submit a proxy to have your shares voted. Please use the voting forms and ~~follow~~instructions provided by your broker, bank or other nominee. In most cases, you will be able to do this by following the instructions ~~included~~ on ~~that form regarding how to~~the enclosed proxy card or possibly by telephone depending on the broker’s procedures. You should instruct your broker, bank or other nominee how to vote your ~~shares. If~~shares by following the directions provided by your broker, holds your shares of Common Stock in street name, your broker will vote your shares on “non-routine” proposals only if you provide instructions on how to vote by filling out the voter instruction form sent to you by your broker. Of the proposals expected to come before the Annual Meeting, only ratification of the appointment of PwC is considered a routine matter. The proposal to elect a director is a “non-routine” matter, and, without your instruction, your broker cannot vote your shares on that proposal.

bank or other nominee.

What if I submit my proxy and then change my mind?

~~You~~Registered Stockholder. If you are a registered stockholder, you have the right to revoke your proxy at any time before the ~~meeting~~Annual Meeting by:

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notifying our Secretary, in ~~writing;~~writing at American Strategic Investment Co., 650 Fifth Avenue, 30th Floor, New York, New York 10019, Attention: Secretary;

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attending the ~~meeting~~Annual Meeting and voting in ~~person via webcast;~~person;

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returning another proxy card dated after your first or prior proxy ~~card, if we receive it before the Annual Meeting date;~~card; or

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authorizing a new proxy ~~via~~by following the ~~Internet or by telephone~~instructions on the enclosed proxy card to vote your shares.

Merely attending the Annual Meeting will not, by itself, revoke your proxy, you must cast a vote at the Annual Meeting following the instructions you receive upon registration. Only the most recent proxy or vote we receive before or during the Annual Meeting will be counted and all others will be discarded regardless of the method of voting.

Street Name Stockholders. If you are the beneficial owner of your shares but not a registered stockholder, you should contact your broker, bank or other nominee to change your vote or revoke your proxy.

Will my vote make a difference?

Yes. ~~Because we~~Shares of our Common Stock are ~~a widely held company,~~widely-held. YOUR VOTE IS VERY IMPORTANT! Your immediate response will help avoid potential delays and may save us significant additional expenses associated with soliciting stockholder votes.

What are the voting requirements for the proposals?

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Proposal No. 1 — Election of Directors. The election of each nominee for director requires the affirmative vote of a plurality of all of the votes cast at a duly called meeting at which a quorum is present, in person via webcast or by proxy. There is no cumulative voting in the election of our directors. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. For purposes of this proposal, withhold votes and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote, but will be considered present for quorum purposes of determining the presence of a quorum.

A:•

• ~~Proposal No. 1 — Election of Director~~. There is no cumulative voting in the election of our directors. The election of our nominee for director requires the affirmative vote of a plurality of all of the votes cast at a meeting at which a quorum is present, in person via webcast or by proxy. Each share may be voted for as many individuals as there are directors to be elected and for whose election the

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as votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Because brokers have discretionary voting authority with regard to this proposal we do not expect any broker non-votes in connection with this proposal.

How will proxies be voted?

Shares of Common Stock represented by valid proxies will be voted at the Annual Meeting in accordance with the directions given. If the proxy card is signed and returned without any directions, ~~given,~~ the shares will be voted ~~“FOR” (1)~~(1) “FOR” the election of ~~Abby~~Edward M. ~~Wenzel~~Weil, Jr. and Louis P. DiPalma as Class ~~I director~~III directors, both to serve until our ~~2024~~2026 Annual Meeting and until ~~her successor is~~their successors are duly elected and ~~qualifies~~qualify and (2) “FOR” the ratification of the appointment of PwC as the Company’s independent registered public accounting firm for the year ending December 31, ~~2021.~~2023.

The Board ~~of Directors~~ does not intend to present, and has no information indicating that others will present, any business at the Annual Meeting ~~or any postponement or adjournment thereof~~ other than as set forth in the attached Notice of Annual Meeting of Stockholders. ~~However, if~~If other matters requiring the vote of our stockholders properly come before the Annual Meeting, ~~it is the intention of~~ the persons named in the proxy card intend to vote the proxies held by them in their discretion.

~~How will voting on any other business be conducted?~~

Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement, if any other business is properly presented at the Annual Meeting, a submitted proxy gives authority to Mr. Weil and Mr. Masterson, and each of them, to vote on such matters in accordance with their discretion.

When are the stockholder proposals for the next annual meeting of stockholders due?

Stockholders interested in nominating a person for election as a director or presenting any other business for consideration at our ~~2022~~2024 annual meeting of stockholders (the ~~“2022~~“2024 Annual Meeting”) may do so by following the procedures prescribed in our ~~bylaws~~Bylaws and, in the case of proposals or nominations within the scope of Rule 14a-8 or Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by following the procedures specified by that rule. To be eligible for presentation to and action by the stockholders at the 2022 Annual Meeting under our bylaws, director nominations and other stockholder proposals must be received by our secretary no earlier than October 31, 2021 and no later than 5:00 p.m. Eastern Time on November 30, 2021. Any proposal received after the applicable time in the previous sentence will be considered untimely. All proposals must contain the information specified in, and otherwise comply with, our bylaws. To be eligible for inclusion in our proxy statement for the 2022 Annual Meeting under Rule 14a-8 under the Exchange Act, stockholder proposals must comply with Rule 14a-8 and be received at our principal executive offices no later than November 30, 2021. Proposals should be sent via registered, certified or express mail to: New York City REIT, Inc., 650 Fifth Avenue, 30th Floor, New York, New York 10019, Attention: Secretary.those rules. For additional information, including deadlines applicable to the 2024 Annual Meeting see “Stockholder Proposals for the ~~2022~~2024 Annual Meeting.”

Who pays the cost of this proxy solicitation?

We will pay all of the costs of soliciting ~~these proxies.~~on behalf of our Board of Directors. We have engaged Broadridge ~~Investor Communication Solutions, Inc. (“Broadridge”)~~ to, among other things, assist us in distributing ~~proxy materials~~ and ~~the solicitation of~~soliciting proxies. We expect to pay Broadridge aggregate fees of approximately ~~$21,000~~$25,000 to distribute ~~and solicit~~ proxies plus other fees and expenses for other services related to this proxy ~~solicitation,~~distribution, including ~~distributing proxy materials;~~ disseminating ~~brokers’~~broker search cards; distributing proxy materials; operating online and telephone voting systems; and receiving executed proxies. ~~In compliance with the regulations of the SEC, we~~We will ~~also~~ reimburse ~~brokerage houses~~brokers and other

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custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses to the extent they forward proxy ~~and solicitation~~ materials to our stockholders. Our directors and officers and employees of affiliates of our advisor, New York City Advisors, LLC (the “Advisor”), may also solicit proxies on our behalf in person, via the Internet, by telephone, or other electronic means of communication we deem appropriate, for which they will not receive any additional compensation.

~~Is this Proxy Statement the only way that proxies are being solicited?~~

No. In addition to mailing proxy solicitation material, our directors and officers and employees of Broadridge and affiliates of the Advisor, may also solicit proxies in person, via the Internet, by telephone or by any other electronic means of communication we deem appropriate.

Where can I find more ~~information?~~information or receive more than one set of proxy materials?

You may access, read and print copies of the proxy materials for this year’s Annual Meeting, including this Proxy Statement, form of proxy card, and ~~annual report to stockholders,~~2022 Annual Report, at the following website: ~~www.proxyvote.com/NYC~~www.proxyvote.com.

You can request a paper or electronic copy of the proxy materials, free of charge:

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via Internet, at ~~www.proxyvote.com/NYC~~www.proxyvote.com;

•

via telephone, at ~~(800)~~(855) 579-1639; or

•

via e-mail, at sendmaterial@proxyvote.com.

Some of your shares of Common Stock may be registered differently or held in a different account. You should vote the shares in each of your accounts by one of the methods described herein. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all your shares of Common Stock are voted. The SEC has adopted a rule concerning the delivery of documents filed by us with the SEC, including proxy statements and annual reports. The rule allows us to, among other things, send a single set of any proxy statement, annual report, notices or information statement to any household at which two or more stockholders reside if they share the same address. This procedure is referred to as “Householding.” This rule benefits both you and us by reducing the volume of duplicate information

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received at your household and helps us reduce expenses. Each stockholder subject to Householding will continue to have a separate stockholder identification number and receive a separate proxy card or voting instruction card.

We ~~also~~will promptly deliver, upon written or oral request, a separate copy of our 2022 Annual Report and this Proxy Statement to a stockholder at a shared address to which a single copy was previously delivered. If you have any questions about this Proxy Statement or the Annual Meeting or if you received a single set of disclosure documents for this year, but you would prefer to receive your own copy, you may direct requests for separate copies by calling our Investor Relations department at (866) 902-0063 or mail us a request to American Strategic Investment Co., 650 Fifth Avenue, 30th Floor, New York, New York 10019, Attention: Investor Relations. Our email address is investorrelations@ar-global.com. Our website is www.americanstrategicinvestment.com.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information we file with the SEC on the web site maintained by the SEC at www.sec.gov. Our SEC filings also are available to the public at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, DCD.C. 20549. You also may obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DCD.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information regarding the public reference facilities.

~~What does it mean if I receive more than one proxy card or voting instruction form?~~

Some of your shares of Common Stock may be registered differently or held in a different account. You should vote the shares in each of your accounts by one of the methods described herein. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares of Common Stock are voted. If you hold your shares in registered form and wish to combine your stockholder accounts in the future, you should call our Investor Relations department at (866) 902-0063. Combining accounts reduces excess printing and mailing costs, resulting in cost savings to us that benefit you as a stockholder.

~~What if I receive only one set of proxy materials although there are multiple stockholders at my address?~~

The SEC has adopted a rule concerning the delivery of documents filed by us with the SEC, including proxy statements and annual reports. The rule allows us to send a single set of any annual report, proxy statement, proxy statement combined with a prospectus, notices or information statement to any household at which two or more stockholders reside if they share the same last name or we reasonably believe they are members of the same family. This procedure is referred to as “Householding.” This rule benefits both you and us by reducing the volume of duplicate information received at your household and helps us reduce expenses. Each stockholder subject to Householding will continue to have a separate stockholder identification number and receive a separate proxy card or voting instruction card.

We will promptly deliver, upon written or oral request, a separate copy of our 2020 10-K, this Proxy Statement or a Notice Regarding the Internet Availability of Proxy Materials to a stockholder at a shared address to which a single copy was previously delivered. If you received a single set of disclosure documents for this year, but you would prefer to receive your own copy, you may direct requests for separate copies by calling our Investor Relations department at (866) 902-0063 or by mailing a request

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BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The Board of Directors is responsible for monitoring and supervising the performance of our day-to-day operations and our Advisor. The Advisor is controlled by AR Global Investments, LLC (“AR Global”). Our Board of Directors is divided into three classes of directors. Each director serves until the annual meeting of stockholders held in the third year following the year of his or her election and until his or her successor is duly elected and qualifies. At the Annual Meeting, ~~one~~two Class ~~I director~~III directors will be elected to serve until the ~~2024~~2026 Annual Meeting and until ~~her successor is~~their successors are duly elected and ~~qualifies.~~qualify. The number of directors in each class may be changed from time to time by the Board to reflect matters such as an increase or decrease in the number of directors so that each class, to the extent possible, will have the same number of directors. Our ~~bylaws provide~~Bylaws stipulate that the number of directors may not be less than one, which is the minimum number required by the Maryland General Corporation Law (the “MGCL”), or more than 15. The number of directors on our Board is currently fixed at four persons. At any time that the number of directors comprising the Board is less than five, one director must be a managing director. A “managing director” means an individual identified by the Advisor or, in the absence of such designation, the individual then serving as chief executive officer. At any time that the number of directors comprising the Board sf five or more, up to two directors shall be managing directors; provided, however, that, if only one managing director is identified by the Advisor, the Board will include one managing director. To qualify for nomination or election as a director, an individual at the time of nomination and election must meet the qualifications of an independent director or managing director, as the case may be, depending on the position for which such individual may be nominated or elected. An “independent director” means an individual who meets the qualifications of an independent director set forth in our corporate governance guidelines, as amended from time to time. Our Board is comprised of three persons who are ~~independent directors.~~“independent directors” and one who is a “managing director.” Our corporate governance guidelines require a majority of our directors to be “independent directors” as that term is defined in the rules of the NYSE and the applicable rules of the SEC. Any director of the Company may resign at any time by delivering his or her resignation to the Board, the chairman of the Board or the secretary. Any resignation will take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation will not be necessary to make it effective unless otherwise stated in the resignation.

Board of Directors and Executive Officers

The table set forth below lists the names, ages and certain other information about ~~Abby M. Wenzel, our~~each member of the Board including Messrs. Weil and DiPalma. Both are Class ~~I director~~III directors with ~~a term~~terms expiring at the Annual ~~Meeting (who is also a nominee~~Meeting. Each has been nominated for election as ~~a director~~Class III directors at the Annual ~~Meeting), for~~Meeting. We have also included information regarding each of the continuing members of our Board and ~~for~~ each of our executive ~~officers:~~officers.

Directors with Terms expiring at the
Annual Meeting/Nominees

Class

Age

Position

Director
Since

Current
Term
Expires

Expiration
of Term
For Which
Nominated

Directors with Terms expiring at the
Annual Meeting/Nominee

Class

Age

Position

Director
Since

Current
Term
Expires

Expiration
of Term
For Which
Nominated

Louis P. DiPalma

III

Independent Director; Audit Committee Chair

2022

2023

2026

Edward M. Weil, Jr.

III,
Managing
Director

Executive Chairman, Chief Executive Officer, President and Secretary

2015

2023

2026

Continuing Directors

Elizabeth K. Tuppeny

Lead Independent Director; Nominating and Corporate Governance Committee Chair

2014

2025

—

Abby M. Wenzel

Independent Director; Compensation Committee Chair

2014

2021

2024

Independent Director; Compensation Committee Chair

2014

2024

—

Continuing Directors

Lee M. Elman

III

Independent Director;
Audit Committee Chair

2016

2023

—

Elizabeth K. Tuppeny

Lead Independent Director; Nominating and Corporate Governance Committee Chair

2014

2022

—

Edward M. Weil, Jr.

III

Executive Chairman,
Chief Executive Officer,
President and Secretary

2015

2023

—

Executive Officers (not listed above)

Christopher J. Masterson

N/A

Chief Financial Officer
and Treasurer

N/A

Chief Financial Officer and Treasurer

N/A

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Nominee for Class IIII Director

~~Abby~~Edward M. ~~Wenzel~~Weil, Jr.

~~Abby~~Edward M. ~~Wenzel~~Weil, Jr., a Class III director, has served as ~~an independent director~~executive chairman of the Company since November 2015 and as chief executive officer, president and secretary of the Company, the Advisor and Property Manager since March ~~2014~~2017. Mr. Weil also has been the chief executive officer of AR Global Investments, LLC (“AR Global”) since January 2016 and isowns a ~~Class I director. Ms. Wenzel has served~~non-controlling interest in the parent of AR Global. He also serves in leadership positions at three other REITs advised by affiliates of AR Global: as ~~an independent~~a director of NYSE-listed Global Net Lease, Inc. (“GNL”) since January 2017; as chairman of the board of directors of Nasdaq-listed The Necessity Retail REIT, Inc. (“RTL”) and as chief executive officer and president of RTL and its advisor and property manager since November 2015; and as a director of Healthcare Trust, Inc. (“HTI”) since October 2016 and as chief executive officer of HTI and its advisor and property manager since August 2018.

Mr. Weil previously served in leadership positions at multiple REITs and other entities advised by affiliates of AR Global, including: as chairman, chief executive officer, president of American Realty Capital Healthcare Trust III, Inc. (“HT III”) until its liquidation and dissolution in March ~~2012~~2019; as executive chairman of American Realty Capital Global Trust II, Inc. (“Global II”) until its merger with GNL in December 2016; as a director of Franklin BSP Lending Corp. (formerly Business Development Corporation of America) (“FBLC”) until November 2016, when FBLC’s external advisor was acquired by Benefit Street Partners, L.L.C.; as chief executive officer, president and chairman of American Realty Capital — Retail Centers of America, Inc. until its merger with RTL in February 2017; as a trustee of American Real Estate Income Fund until its liquidation in August 2016; as a trustee of Realty Capital Income Funds Trust until its dissolution in January 2017; and as an ~~independent~~executive officer and director of ~~Hospitality Investors Trust, Inc. (formerly known as~~ American Realty Capital ~~Hospitality~~Daily Net Asset Value Trust, Inc. during multiple periods until its dissolution and liquidation in April 2016. Mr. Weil also served as chairman of Realty Capital Securities, LLC (“RCS”) ~~since~~from September 2013 until November 2015 and was the interim chief executive officer of RCS from May 2014 until September 2014 and the chief executive officer of RCS from December 2010 until September 2013. ~~Ms. Wenzel~~Mr. Weil served as a director of RCS Capital Corporation (“RCAP”), the parent company of RCS, from February 2013 until December 2015 and served as an executive officer of RCAP from February 2013 until November 2015, including chief executive officer from September 2014 until November 2015. RCAP filed for Chapter 11 bankruptcy in January 2016.

Mr. Weil was formerly the senior vice president of sales and leasing for American Financial Realty Trust from April 2004 to October 2006, where he was responsible for the disposition and leasing activity for a ~~shareholder~~33 million square foot portfolio of properties. Mr. Weil also previously served on the board of directors of the ~~law firm~~Real Estate Investment Securities Association (now known as ADISA) from 2012 to 2014, including as its president in 2013. Mr. Weil attended George Washington University.

Our Board of ~~Cozen O’Connor, resident~~Directors believes that Mr. Weil’s experience as a director or executive officer of the companies described above and his significant experience in ~~the New York office,~~real estate makes him well qualified to serve as a member of our Board of Directors.

Louis P. DiPalma

Louis P. DiPalma, a Class III director, was appointed to our Board of Directors on December 14, 2022 to fill a vacancy on the Board. Mr. DiPalma is a member of the Rhode Island State Senate, to which he was first elected in 2008. During his tenure in the ~~Business Law Department, until her retirement in June 2019. From January 2014 through December 2018, Ms. Wenzel~~Rhode Island State Senate, Mr. DiPalma has served as ~~co-chair~~the chair of ~~Cozen O’Connor’s Real Estate Group. Ms. Wenzel~~the Senate Committee on Rules, Government Ethics and Oversight, first vice chair of the Senate Committee on Finance and as a member of the Senate Committee on Education and currently serves as the chairman of the Senate Committee on Finance. Mr. DiPalma is the Undersea Systems Chief Engineer at Raytheon Technologies Corporation where he has ~~extensive~~been employed since 1983 and has led teams of over one thousand engineers on engineering efforts associated with technical project planning, including budgeting, scheduling, fiscal analysis and reporting. He earned a Bachelor of Science degree in Computer Engineering from the University of Bridgeport in 1983 and a Masters in Computer Science from Brown University in 1989.

Our Board of Directors believes that Mr. DiPalma’s experience ~~representing developers, funds~~in leadership positions at Raytheon and ~~investors in connection with their acquisition, disposition, ownership, use, and financing of real estate. Ms. Wenzel also practiced~~his experience serving on multiple committees in the ~~capital markets practice area, focusing~~Rhode Island State Senate makes him well qualified to serve on capital markets, finance and sale-leaseback transactions. She also represented commercial banks, investment banks, insurance companies, and other financial institutions, as well as the owners, in connection with permanent,our Board of Directors.

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~~bridge,~~The Board determined that Mr. DiPalma is “independent” as defined under the NYSE definition and ~~construction loans, as well as senior preferred equity investments, interim financings and mezzanine financings. She has also represented lenders in connection with complex multiproperty/~~~~multistate corporate sales. Prior~~applicable SEC rules. The Board appointed Mr. DiPalma to ~~joining Cozen O’Connor, Ms. Wenzel was a partner with Wolf Block LLP, managing partner~~be chairman of ~~its New York office and chair of its structured finance practice from October 1999 until April 2009. Ms. Wenzel currently serves as a trustee on~~ the board of Community Service Society, a 160-year-old institution with a primary focus on identifying and supporting public policy innovations to support the working poor in New York City to realize social, economic, and political opportunities. Ms. Wenzel chairs theCompany’s audit committee ~~for Community Service Society. Ms. Wenzel also serves~~and designated him as ~~a trustee on~~an “audit committee financial expert” as defined by the ~~board of The Citizen’s Budget Commission, a nonpartisan, nonprofit civic organization, founded in 1932, whose mission is to achieve constructive change in~~SEC and required by the ~~finances and services of New York City and New York State government. Ms. Wenzel received her law degree from New York University School of Law and her undergraduate degree from Emory University.~~NYSE.

Our Board of Directors believes that Ms. Wenzel’s experience as a director of multiple companies, as well as her experience in leadership positions at law firms and as a practicing attorney, make her well qualified to serve on our Board of Directors.

Continuing Directors

~~Lee M. Elman~~

Lee M. Elman has served as an independent director of the Company since February 2016 and is a Class III director. Mr. Elman has served as an independent director of GNL since December 2016 and as an independent director of Healthcare Trust, Inc. (“HTI”) since December 2016. Mr. Elman previously served as an independent director of American Realty Capital Global Trust II, Inc. (“Global II”) from April 2015 until the close of GNL’s merger with Global II in December 2016.

Since 1979, Mr. Elman has served as president of Elman Investors, Inc., an international real estate investment banking firm which he also founded. He is also a partner of Elman Ventures, an organization which is advisor to, and partner with, various foreign investors in United States real estate ventures. He has over 40 years of real estate experience, including as an investing principal, a real estate investment banker, and an investment advisor for both U.S. and foreign investors. As president of Elman Investors, Inc., Mr. Elman has negotiated the acquisition of properties in the United States, Europe and Latin America; and presently serves as a general partner in numerous real estate partnerships. Mr. Elman holds a J.D. from Yale Law School and a B.A. from Princeton University’s Woodrow Wilson School of Public and International Affairs.

Our Board of Directors believes that Mr. Elman’s experience as a director, executive officer and general partner of multiple companies make him well qualified to serve as a member of our Board of Directors.

Elizabeth K. Tuppeny

Elizabeth K. Tuppeny, a Class II director, has served as an independent director of the Company since March 2014, including as the lead independent director since December ~~2014, and is a Class II director.~~2014. Ms. Tuppeny has also served as an independent director of HTI since January ~~2013.~~2013, including as the chair of HTI’s nominating and corporate governance committee since January 2016. Ms. Tuppeny has also served as an independent director of ~~Benefit Street Partners~~Franklin BSP Realty Trust, Inc. ~~(formerly known as Realty Finance Trust, Inc.)~~, a wholly-owned subsidiary of Franklin Templeton and a real estate finance company focused on mortgage origination and acquisition for a diversified portfolio of commercial real estate debt secured by properties located in the United States, since January ~~2013.~~

2013, including as its lead independent director since July 2016. Ms. Tuppeny ~~has been~~also served as an independent director of American Realty Capital Trust IV, Inc. from May 2012 until January 2014.

As the chief executive officer and founder of Domus, Inc. (“Domus”), a full-service marketing communications agency, ~~since 1993. Domus’ largest client is Merck & Co., and Ms. Tuppeny advises Merck & Co. with respect to communications related to their healthcare-related real estate acquisitions.~~ Ms. Tuppeny has over 30 years of experience in the branding and advertising industries and has driven business strategies for Fortune 500 companies, focused on maximizing return on investment with ~~a focus on~~internal, external and brand advocacy marketing. Domus provides services to Fortune ~~50 companies.~~ 500 companies, including Chevron, Citibank, ConAgra, Diageo, DuPont, Epson, Mattel, Merck, Merrill Lynch, Procter & Gamble, Ralph Lauren and Westinghouse. Domus’ real estate clients include Ritz Carlton Residences, S&H Associate’s (Tel Aviv) Parkway 22, and PMC Real Estate.

Ms. Tuppeny also founded EKT Development, LLC to pursue entertainment projects in publishing, feature film and education video games. Ms. Tuppeny served on the board of directors and executive committee of the Philadelphia Industrial Development Council, a public-private development organization, for three-plus years where she ~~helped to plan~~evaluated and ~~implement~~approved over 500 industrial and commercial real estate transactions totaling over $1 billion that helped to attract jobs to ~~Philadelphia.~~ Philadelphia, including Citizen’s Bank Park and The Navy Yard.

Ms. Tuppeny has served on the boards of directors and advisory committees for the Arthur Ashe Foundation, Avenue of the Arts, Drexel Medical School, Philadelphia ~~Hospitality~~International Tourism Cabinet, Pennsylvania Commission for Women, Penn Relays and the Police Athletic League. Ms. Tuppeny was the recipient of the prestigious national Stevie Award as the nation’s top woman entrepreneur in 2004, outperforming 13,000 entrants, and was named as a “Top Woman in Philadelphia Business” in 1996, one of the “Top 50 Women in Pennsylvania” in 2004 and as the “Businessperson of the Year” in 2003 by the Greater Philadelphia Chamber of Commerce.

Ms. Tuppeny has expertise in world-class governance best practices from her certifications from Harvard Business School’s Executive Leadership program, Making Corporate Boards More Effective; the National Association of Corporate Directors’ Master Class, MIT’s Cybersecurity: Technology, Application and Policy, EY’s Center for Board Matters and is currently completing Leverage Diversity and Inclusion for Organizational Excellence at Stanford’s Graduate School of Business.

Ms. Tuppeny has taught at Temple University, taught post-graduate students Strategic Positioning and Branding at New York University, and has guest-lectured on the same topic at the University of Pennsylvania, where she received her undergraduate degree from the University of Pennsylvania’s College of Arts and Sciences and The Annenberg School of Communications. Ms. Tuppeny was inaugurated into the University of Pennsylvania’s Senior Honor Society and is a member of the University of Pennsylvania’s Sports Hall of Fame, where she held five all-time school records.

Our Board of Directors believes that Ms. Tuppeny’s extensive experience as a director of the companies described above and as chief executive officer and founder of Domus makes her well qualified to serve as a

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member of our Board of Directors. The Board determined that Ms. Tuppeny is “independent” as defined under the NYSE definition and applicable SEC rules.

Abby M. Wenzel

Abby M. Wenzel, a Class I director, has served as an independent director of the Company since March 2014. Ms. Wenzel has served as an independent director of GNL since March 2012 and as an independent director of Hospitality Investors Trust, Inc. (formerly known as American Realty Capital Hospitality Trust, Inc.) from September 2013 to June 2021. Ms. Wenzel was a shareholder of the law firm of Cozen O’Connor, resident in its New York office, as a member in the Business Law Department, until her retirement in June 2019. From January 2014 through December 2018, Ms. Wenzel served as co-chair of Cozen O’Connor’s Real Estate Group. Ms. Wenzel has extensive experience representing developers, funds and investors in connection with their acquisition, disposition, ownership, use, and financing of real estate. Ms. Wenzel also practiced in the capital markets practice area, focusing on capital markets, finance and sale-leaseback transactions. She also represented commercial banks, investment banks, insurance companies, and other financial institutions, as well as the owners, in connection with permanent, bridge, and construction loans, as well as senior preferred equity investments, interim financings and mezzanine financings. She has also represented lenders in connection with complex multiproperty/multistate corporate sales. Prior to joining Cozen O’Connor, Ms. Wenzel was a partner with Wolf Block LLP, managing partner of its New York office and chair of its structured finance practice from October 1999 until April 2009. Ms. Wenzel currently serves as a trustee on the board of Community Service Society, an institution with a primary focus on identifying and supporting public policy innovations to support the working poor in New York City to realize social, economic, and political opportunities. Ms. Wenzel chairs the audit committee for Community Service Society. Ms. Wenzel also serves as a trustee on the board of The Citizen’s Budget Commission, a nonpartisan, nonprofit civic organization, founded in 1932, whose mission is to achieve constructive change in the finances and services of New York City and New York State government. Ms. Wenzel received her law degree from New York University School of ~~Pennsylvania~~Law and ~~Temple University, and received~~ her undergraduate degree from ~~the University of Pennsylvania, Annenberg School of Communications.~~Emory University.

Our Board of Directors believes that Ms. ~~Tuppeny’s~~Wenzel’s experience as a director of ~~the~~multiple companies, ~~described above~~ as ~~chief executive officer~~well as her experience in leadership positions at law firms and ~~founder of Domus~~as a practicing attorney, makes her well qualified to serve on our Board of Directors.

~~Edward M. Weil, Jr.~~

~~Edward M. Weil, Jr. has served~~ The Board determined that Ms. Wenzel is “independent” as ~~executive chairman of~~defined under the ~~Company since November 2015~~NYSE definition and as chief executive officer, president and secretary of Company, the Advisor and New York City Properties, LLC (the “Property Manager”) since March 2017, and is a Class III director. Mr. Weil also has been the chief executive officer of AR Global since January 2016 and has a non-controlling interest in the parent of AR Global. Currently, he also serves in leadership positions at three other REITs advised by affiliates of AR Global: as a director of NYSE-listed GNL since January 2017; as chairman of the board of directors of Nasdaq-listed American Finance Trust, Inc. (“AFIN”) and as chief executive officer and president of AFIN, the AFIN advisor and the AFIN property manager since November 2015; and as a director of HTI since October 2016 and as chief executive officer of HTI, the HTI advisor and the HTI property manager since September 2018. Since March 2021, he has also served as a director of G&P Acquisition Corp., a special purpose acquisition company sponsored by affiliates of the Advisor with units listed on the NYSE.

Mr. Weil previously served in leadership positions at multiple REITs and other entities advised by affiliates of AR Global, including: as chairman, chief executive officer, president of American Realty Capital Healthcare Trust III, Inc. (“HT III”) until its liquidation and dissolution in March 2019; as executive chairman of American Realty Capital Global Trust II, Inc. (“Global II”) until December 2016, when Global II merged with GNL; as a director of Business Development Corporation of America (“BDCA”) until November 2016, when BDCA’s external advisor was acquired by Benefit Street Partners, L.L.C.; as chief executive officer, president and chairman of American Realty Capital — Retail Centers of America, Inc. until its merger with AFIN in February 2017; as a trustee of American Real Estate Income Fund until its liquidation in August 2016; as a trustee of Realty Capital Income Funds Trust, a family of mutual funds, until its dissolution in January 2017; and as an executive officer and director of American Realty Capital Daily Net Asset Value Trust, Inc. during multiple periods until its dissolution and liquidation in April 2016. Mr. Weil also served as chairman of Realty Capital Securities, LLC (“RCS”) from September 2013 until November 2015 and was the interim chief executive officer of RCS from May 2014 until September 2014 and the chief executive officer of RCS from December 2010 until September 2013. Mr. Weil served as a director of RCS Capital Corporation (“RCAP”), the parent company of RCS, from February 2013 until December 2015 and served as an executive officer of RCAP from February 2013 until November 2015, including chief executive officer from September 2014 until November 2015. RCAP filed for Chapter 11 bankruptcy in January 2016.

Mr. Weil was formerly the senior vice president of sales and leasing for American Financial Realty Trust, where he was responsible for the disposition and leasing activity for a 33 million square foot portfolio of properties. Mr. Weil also previously served on the board of directors of the Real Estate Investment Securities Association (now known as ADISA) from 2012 to 2014, including as its president in 2013. Mr. Weil attended George Washington University.

Our Board of Directors believes that Mr. Weil’s experience as a director or executive officer of the companies described above and his significant experience in real estate make him well qualified to serve as a member of our Board of Directors.applicable SEC rules.

Executive Officers

Edward M. Weil, Jr.

See “— Nominees for Class III Directors — Edward M. Weil, Jr.” for Mr. Weil’s biographical ~~information regarding Edward M. Weil, Jr., the chief executive officer and president of the Company.~~information.

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common control with AR Global. Mr. Weil, our ~~current~~ executive chairman, chief executive officer, president and secretary, is the chief executive officer of AR Global and has a non-controlling interest in the parent of AR Global.

The Board of Directors held a total of 1314 meetings and ~~took action~~acted by written consent or electronically on ~~ten~~six occasions during the year ended December 31, ~~2020. The independent directors of the Board of Directors held one meeting and took action by written consent once during the year ended December 31, 2020.~~2022. All directors attended all of the Board and committee meetings on which such directors served while they were a member of the Board of ~~Directors. All of our~~Directors. Except for one director who had not yet been appointed to the Board, all directors attended the ~~2020 annual meeting~~2022 Annual Meeting of ~~stockholders, as reconvened. Our policy is to~~Stockholders. We encourage all directors to attend our annual meetings of stockholders.

The Board of Directors has a standing audit committee, compensation committee and nominating and corporate governance committee.

Leadership Structure of the Board of Directors

~~Edward M.~~Mr. Weil ~~Jr.~~ serves as our executive chairman of the Board, chief executive officer, president and secretary. As chief executive officer of the Company and our Advisor, Mr. Weil is responsible for overseeing our day-to-day operations and business strategy. The Board of Directors believes that ~~because the chief executive officer~~its leadership structure is ~~responsible for the operation~~appropriate in light of the ~~Company~~Company’s business and ~~its business, which is also a focus of the Board’s deliberations, the chief executive officer is the most qualified director to act as chairman. The Board of Directors~~operating environment but may modify this structure ~~to best address our circumstances for~~in the ~~benefit of our stockholders when appropriate.~~future.

~~Elizabeth K.~~Ms. Tuppeny serves as the lead independent director of the Company. The Board of Directors believes that a lead independent director provides an additional measure of balance, ensures the independence of the Board of ~~Directors’ independence,~~Directors, and enhances the Board of ~~Directors’ ability~~Directors to fulfill its management oversight responsibilities.

The lead independent director chairs meetings or executive sessions of the independent directors, reviews and comments on meeting agendas of the Board of ~~Directors’ meeting agendas,~~Directors, represents the views of the independent directors to the Advisor, facilitates communication among the independent directors and between the Advisor and the independent directors, acts as a liaison with service providers, officers, attorneys and other directors generally between meetings, serves as a representative and speaks on behalf of the Company at external seminars, conferences, in the media and otherwise, and otherwise assumes such responsibilities as may be assigned to him or her by the Board of Directors. Consistent with current practices, the Company compensates Ms. Tuppeny for serving as lead independent director.

The ~~Company’s management~~Board believes that having a majority of independent, experienced directors, including a lead independent director, provides the right leadership and corporate governance structure for the ~~Company and is best for the Company at this time.~~Company.

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Oversight of Risk Management

The Board of Directors has an active role in overseeing the management of risks applicable to the Company. The entire Board is actively involved in overseeing risk management for the Company through its approval of all property acquisitions and incurrence and assumption of debt and its oversight of the Company’s executive officers and the Advisor. The nominating and corporate governance committee reviews all matters relating to the independence of the members of the Board of Directors and is responsible for reviewing and approving transactions with related parties, such as the Advisor, AR Global or any of their respective affiliates, and resolving other conflicts of interest. The compensation committee oversees all compensation plans, and, to the extent applicable, other compensation-related matters. The audit committee oversees our relationship with our independent registered public accounting firm, as well as management of accounting, financial, legal and regulatory risks.

Hedging Policy

The Board of Directors has not adopted, and the Company does not have, any specific practices or policies regarding the ability of the officers and directors of the Company, as well as employees of AR Global and its affiliates, or any of their designees, to purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise engage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities.

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Audit Committee

Our audit committee is comprised of Mr. ~~Elman,~~DiPalma, Ms. Tuppeny and Ms. Wenzel, each of whom is “independent,” as described below, within the meaning of the applicable (1) requirements set forth in the Exchange Act and the applicable SEC rules and (2) listing standards of the NYSE. Mr. ~~Elman~~DiPalma is the chair of our audit committee. The amended and restated audit committee charter is available to any stockholder who sends a request to American Strategic Investment Co., 650 Fifth Avenue, 30th Floor, New York, New York 10019. Our audit committee held ~~six~~nine meetings during the year ended December 31, ~~2020.~~2022. All members of the audit committee attended all of the meetings while they were members of the audit committee. The ~~audit committee charter is available to any stockholder who sends a request to New York City REIT, Inc., 650 Fifth Avenue, 30th Floor, New York, New York 10019. The~~amended and restated audit committee charter is also available on the Company’s website at ~~www.newyorkcityreit.com~~www.americanstrategicinvestment.com by clicking on “Investor Relations — Governance.” The ~~Board~~board has determined that ~~each of~~ Mr. ~~Elman,~~DiPalma, Ms. Tuppeny and Ms. Wenzel isare each qualified as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the rules and regulations of the SEC.

The audit committee, in performing its duties, monitors:

•

our financial reporting process;

•

the integrity of our financial statements;

•

compliance with legal and regulatory requirements;

•

the independence and qualifications of our independent registered public accounting firm and internal auditors, as applicable; and

•

the performance of our independent registered public accounting firm and internal auditors, as applicable.

The audit committee’s report on our financial statements for the year ended December 31, ~~2020~~2022 is discussed below under the heading “Audit Committee Report.”

Compensation Committee

The compensation committee is comprised of ~~Mr. Elman,~~ Ms. Tuppeny and Ms. Wenzel, each of whom is “independent,” as described below, within the meaning of the applicable (1) requirements set forth ~~on the Exchange Act and the applicable~~in SEC rules and (2) listing standards of the NYSE. Ms. Wenzel is the chair of our compensation committee. ~~In addition, all of the members of our compensation committee are “non-employee directors” within the meaning of the rules of Section 16 of the Exchange Act.~~ Our compensation committee held ~~one meeting~~six meetings and acted by written consent or electronically on three occasions during the year ended December 31, ~~2020.~~2022. All members of the

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compensation committee attended ~~this meeting.~~all of these meetings. The compensation ~~committee’s~~committee charter is available to any stockholder who sends a request to ~~New York City REIT, Inc.~~American Strategic Investment Co., 650 Fifth Avenue, 30th Floor, New York, New York 10019. The compensation committee charter is also available on the Company’s website at ~~www.newyorkcityreit.com~~www.americanstrategicinvestment.com by clicking on “Investor Relations — Governance.” The principal functions of the compensation committee are to:

•

approve and evaluate all compensation plans, policies and programs, if any, as they affect our executive officers;

•

review and oversee the Company’s annual process, if any, for evaluating the performance of our executive officers;

•

oversee our equity incentive plans, including, without limitation, the issuance of stock options, restricted shares of ~~Class A~~ Common Stock, ~~(“restricted shares”),~~ restricted stock units in respect of shares of ~~Class A~~ Common Stock (“RSUs”), dividend equivalent shares and other equity-based awards;

•

assist the Board of Directors and the chairman in overseeing the development of executive succession plans, if any; and

•

determine from time to time the remuneration for our non-executive directors.

Our compensation committee was established in connection with the listing of Class A Common Stock on the NYSE on August 18, 2020 (the “Listing”), and, prior to that time, the Board, including our independent directors, performed the functions currently performed by our compensation committee. In anticipation of the Listing, upon approval of the independent directors, the Company engaged a compensation consultant, FTI Consulting, Inc. (“FTI”), to make recommendations to the independent directors with respect to a potential post-Listing director compensation program and the size, performance criteria and other material terms of a long-term incentive equity award to be made to the Advisor in connection with the Listing. Also in anticipation of the Listing, the Board delegated to the independent directors, acting as a group, all duty, responsibility, power and authority of the Board or any of its committees over all compensation-related matters. Pursuant to this delegation of authority and based upon the recommendation of FTI, the independent directors approved the award of long-term incentive plan units of limited partnership in our OP (“LTIP Units”) granted to the Advisor pursuant to our multi-year outperformance agreement entered into in in connection with the Listing (the “2020 OPP”).

The compensation committee administers our equity plan for the Advisor (the “Advisor Plan”) and our equity plan for individuals (the “Individual Plan” and together with the Advisor Plan the ~~“2018~~“2020 Equity Plan”), which were adopted effective at the ~~Listing,~~listing of the Common Stock on the NYSE on August 18, 2020 (the “Listing”), and the award of long-term incentive plan units of limited partnership in New York City Operating

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Partnership L.P., our OPoperating partnership (the “OP”) designated as “LTIP Units” (“LTIP Units”) granted to the Advisor pursuant to our multi-year outperformance award agreement entered into concurrently with the Listing (the “2020 OPP”). See “Compensation and Other Information Concerning Officers, Directors and Certain Stockholders — Share-Based Compensation” and “Certain Relationships and Related Transactions — Advisor — Multi-Year Outperformance Award.”

The compensation committee is responsible for approving and administering all grants of awards to our executive officers. In carrying out its responsibilities, our compensation committee may delegate any or all of its responsibilities to a subcommittee or any other person to the extent consistent with our charter, our ~~by-laws,~~Bylaws, our corporate governance guidelines and any other applicable laws, rules and regulations, including the NYSE rules. In March 2022, the compensation committee delegated authority to our chief executive officer to award up to 200,000 restricted shares to employees of the Advisor or its affiliates who are involved in providing services to us, including our chief financial officer, subject to certain limits and restrictions imposed by the compensation committee. The compensation committee remains responsible for approving and administering all grants of awards to our chief financial officer, including any award of restricted shares recommended by our chief executive officer. No awards under the 2020 Equity Plan may be made pursuant to this delegation of authority to anyone who is also a partner, member or equity owner of the parent of the Advisor.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee is comprised of ~~Mr. Elman,~~ Ms. Tuppeny and Ms. Wenzel, each of whom is “independent,” as described below, within the meaning of the applicable listing standards of the ~~NYSE.~~NYSE and the SEC. Ms. Tuppeny is the chair of our nominating and corporate governance committee. Our nominating and corporate governance committee held ~~one meeting~~five meetings during the year ended December 31, ~~2020.~~2022. All members of the nominating and corporate governance committee attended ~~this meeting.~~all of these meetings. The nominating and corporate governance committee charter and our ~~Corporate Governance Guidelines~~corporate governance guidelines are available to any stockholder who sends a request to ~~New York City REIT, Inc.~~American Strategic Investment Co., 650 Fifth Avenue,

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30th Floor, New York, New York 10019. The nominating and corporate committee charter and our ~~Corporate Governance Guidelines~~corporate governance guidelines are also available on the Company’s website at ~~www.newyorkcityreit.com~~www.americanstrategicinvestment.com by clicking on “Investor Relations — Governance.” The nominating and corporate governance committee is responsible for the following:

•

providing counsel to the Board of Directors with respect to the organization, function and composition of the Board of Directors and its committees;

•

overseeing the self-evaluation of the Board of Directors and, if any, the Board’s evaluation of management;

•

periodically reviewing and, if appropriate, recommending to the Board of Directors changes to our corporate governance policies and procedures;

•

identifying and recommending to the Board of Directors potential director candidates for nomination; and

•

~~identifying and recommending committee assignments.~~assisting the Board in connection with related party transactions.

In evaluating directors for nomination to the Board and to serve as members of each committee of the Board, the nominating and corporate governance committee ~~takes into account~~considers the applicable requirements for members of committees of boards of directors under the Exchange Act, ~~and~~ NYSE rules, the Company’s ~~Corporate Governance Guidelines~~corporate governance guidelines and the charter of the applicable committee and may ~~take into account~~consider such other factors or criteria as the nominating and corporate governance committee deems appropriate. For purposes of recommending any nominee, the nominating and corporate governance committee may consider all criteria that it deems appropriate, which may include, without limitation:

•

personal and professional integrity, ethics and values;

•

experience in corporate management, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly held company in today’s business environment;

•

experience in the Company’s industry and with relevant social policy concerns;

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•

experience as a ~~board~~Board member of another publicly held company;

•

expertise and experience in an area of the Company’s operations;

•

diversity of both background and experience;

•

practical and mature business judgment, including ability to make independent analytical inquiries;

•

the nature of and time involved in a director’s service on other boards or committees; and

•

with respect to any person already serving as a director, the director’s past attendance at meetings and participation in and contribution to the activities of the ~~Board.~~board.

The nominating and corporate governance committee evaluates each individual nominee in the context of the Board as a whole, with the objective of assembling a group that can best ~~perpetuate~~advance the success of the business and ~~represent stockholder interests through the~~ exercise ~~of sound~~ judgment using its diversity of ~~experience in these various areas.~~experience. The Board of Directors believes that diversity is an important attribute of the members who comprise our Board of Directors and that the members should represent an array of backgrounds and experiences.

~~The~~Except for specific requirements set forth in our Bylaws, the nominating and corporate governance committee has not adopted a specific policy regarding the consideration of director nominees recommended to our nominating and corporate governance committee by stockholders. Stockholders who would like to propose an independent director candidate for the consideration of the Board of Directors may do so by following the procedures under the section entitled “Stockholder Proposals for the ~~2022~~2024 Annual Meeting — Stockholder Proposals and Nominations for Directors to Be Presented at Meetings.”

For all related party transactions, the nominating and corporate governance committee has the authority to:

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•

review and evaluate the terms and conditions, and determine the advisability, of the transaction;

•

negotiate the terms and conditions of the transaction, and, if the ~~conflicts~~nominating and corporate governance committee deems appropriate, but subject to the limitations of applicable law, approve the execution and delivery of documents in connection with that transaction on our behalf;

•

determine whether the transaction is in the best interests of the Company; and

•

recommend to the Board of Directors what action, if any should be taken by the Board of Directors with respect to the transaction.

The nominating and corporate governance committee also has the authority to review, on a quarterly basis, the services provided by the Advisor, the reasonableness of the fees and expenses of the Advisor and its affiliates, as well as related matters.

Our nominating and corporate governance committee was established in connection with the Listing, and, at that time, became responsible for the functions related to nominations and corporate governance and related party transactions as described above. Prior to that time, the Board, including our independent directors, performed the functions related to nominations and corporate governance currently performed by nominating and corporate governance committee, and we had a conflicts committee that performed the functions related to related party transactions currently performed by nominating and corporate governance committee. Our conflicts committee was dissolved in connection with the Listing.

Director Independence

The Board of Directors has currently set the number of directors at four. As required by the NYSE rules, a majority of our directors must be “independent.” The Board of Directors has considered the independence of each director and nominee for election as a director in accordance with the elements of independence set forth in the listing standards of the NYSE, the Exchange Act and applicable SEC rules. Based upon information provided by each ~~nominee,~~director, the nominating and corporate governance committee and the Board of Directors have each affirmatively determined that each of ~~Mr. Elman,~~ Ms. Tuppeny, ~~and~~ Ms. Wenzel ~~has~~and Mr. DiPalma have no material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company) other than as a director of the Company and is “independent” within the meaning of the applicable listing standards of the NYSE as well as the requirements set forth in the Exchange Act and applicable SEC ~~rules applicable~~rules.

Managing Director

As described herein, our Bylaws require, among other things, that at any time the number of directors comprising the Board is less than five, one director must be a “managing director.” If at any time the number of directors comprising the Board is five or more, up to two directors must be “managing directors,” provided,

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however, that if only one managing director is identified by the ~~committees on which each of them serve.~~Advisor, the Board will include one managing director. The term “managing director” is defined under the Bylaws as an individual identified by the Advisor or, if not identified, the individual serving as the Company’s chief executive officer. Mr. Weil serves as our chief executive officer and is thus a managing director.

Family Relationships

There are no familial relationships between any of our directors and executive officers.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee is or ever has been an officer or employee of the Company and no member of the compensation committee had any relationships during 2022 requiring disclosure by us under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. No executive officer serves as a member of a board of trustees or compensation committee, or other committee serving an equivalent function, of any other entity that has one or more of its executive officers serving as a member of the board or compensation committee. Accordingly, the fiscal year ended December 31, 2022 there were no interlocks with other companies within the meaning of the SEC’s proxy rules.

Communications with the Board of Directors

Any interested parties (including the Company’s stockholders) may communicate with the Board of Directors by sending written communications ~~addressed to such person or persons~~ in care of ~~New York City REIT, Inc.~~American Strategic Investment Co., 650 Fifth Avenue, 30th30th Floor, New York, New York 10019, Attention: Secretary. The Secretary will deliver all appropriate communications to the Board of Directors no later than the next regularly scheduled meeting of the ~~Board of Directors.~~Board. If the Board ~~of Directors~~ modifies this process, the revised process will be posted on the Company’s website, ~~www.newyorkcityreit.com~~www.americanstrategicinvestment.com.

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COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS,
DIRECTORS AND CERTAIN STOCKHOLDERS

Compensation ~~of Executive Officers~~Discussion and Analysis

Overview

We are an externally managed ~~REIT~~Maryland corporation and wedo not have noany employees. We ~~therefore~~ do not employ our named executive officers (“NEOs”), have agreements with them regarding their compensation or otherwise determine the compensation earned by, or paid to, ~~them.~~them with the exception of awards to our NEOs under the 2020 Equity Plan. Our Advisor manages our day to day business with the assistance of our Property Manager, and affiliates of the Advisor employ the persons who provide these services, including our ~~named executive officers.~~NEOs. We pay the Advisor and the Property Manager certain fees and reimburse them for certain expenses as required by the terms of our agreements with them. For further details regarding our arrangements with the Advisor, the Property Manager and their affiliates, see “Certain Relationships and Related Transactions.”

As an externally managed REIT, we do not employ our named executive officers, have agreements with them regarding their compensation or otherwise determine the compensation earned by, or paid to, them. AR Global, the parent company of the Advisor, determines the salaries, bonuses and other benefits earned by, or paid to, our ~~named executive officers.~~NEOs. Our advisory agreement does not require our ~~named executive officers~~NEOs to dedicate a specific amount of time to ~~fulfilling~~fulfill their obligations or those of the Advisor and its affiliates or specify an amount or percentage of the amounts we pay to the Advisor or its affiliates that must be allocated to compensating our ~~named executive officers. While~~NEOs. Mr. Weil, a member of our ~~executive chairman, chief executive officer, president and secretary,~~Board, may, in his capacity as the chief executive officer of AR Global, ~~play a role~~participate in AR Global’s process for determining the compensation earned by, or paid to, our ~~named executive officers~~NEOs by the Advisor or its affiliates, but neither our Board nor our compensation committee is involved with, or consulted regarding, this process. We are required by the terms of our advisory agreement to reimburse the Advisor for salaries, wages (including bonuses) and benefits of certain of our ~~named executive officers,~~NEOs, subject to certain limits described in more detail below.

Expense Reimbursements

We are required by the terms of our advisory agreement to reimburse the Advisor for salaries, wages (including bonuses) and benefits of employees of the Advisor or its affiliates involved in providing services to us, subject to certain limits. Specifically, the aggregate amount of all reimbursements for salaries, wages and benefits for employees of the Advisor or its affiliates (including our executive officers) must be comparable to market rates and reimbursements may not exceed, in any fiscal year, the greater of (a) ~~$2,600,000,~~$2.6 million, and (b) if the amount actually paid or allocated by us with respect to the assets we have acquired plus all cash and cash equivalents, marketable securities and other tangible assets held and recorded on our balance sheet of the Company is equal to or greater than $1.25 billion as of the last day of the fiscal year, that amount multiplied by 0.30%.

Other Compensation

~~We have not adopted any other~~The compensation ~~plans, policies and programs affecting our named executive officers. The Board would be~~committee is responsible for approving and evaluating all compensation plans, policies and programs affecting our executive officers ~~if we adopt~~including any compensation plans, policies and programs ~~affecting our executive officers~~we may adopt in the future. ~~We have not made~~The compensation committee must also approve any ~~equity~~ awards granted under these plans to our ~~named executive officers.~~NEOs. We granted 4,500 restricted shares (562 restricted shares, adjusted for the reverse stock split that occurred on January 11, 2023) to the Company’s CFO in 2022.

In addition, the Company’s independent directors acting as a group approved, and the compensation committee is responsible for administering, the award of LTIP Units to the Advisor pursuant to the 2020 OPP. ~~The~~See “Certain Relationships and Related Transactions — Multi-Year Outperformance Award” for further details. In March 2022, the compensation committee ~~is also responsible for approving and administering all grants of awards~~delegated authority to Mr. Weil to award up to 200,000 restricted shares, respectively under the ~~Advisor~~Individual Plan to employees of the ~~Advisor.~~Advisor or its affiliates who are involved in providing services to the Company (including executive officers) subject to certain limits and restrictions imposed by the compensation committee. See “Board of Directors, Executive Officers and Corporate Governance — Compensation Committee” for further details. As of December 31, 2022, we had issued 115,975 restricted shares (14,497 restricted shares, adjusted for the reverse stock split that occurred on January 11, 2023) to employees of the Advisor pursuant to this delegated authority.

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In 2020, FTI Consulting, Inc. (“FTI”) was engaged by the Company to make recommendations to the Board and the compensation committee on the 2021 OPP. Neither FTI nor any other compensation consultant played any role on any matters related to the Company’s NEOs during 2022 or any prior period.

Pay Ratio

We have not included a ratio of the compensation of our chief executive officer to our median employee because we do not have any employees.

Summary Compensation Table

The following table summarizes the annual compensation received by our ~~named executive officers~~NEOs for the fiscal years ended December 31, ~~2020~~2022 and ~~2019:~~2021:

Name and Principal Position Year
Salary
($)

Bonus
($)

Stock
Awards
($)

All Other
Compensation
($)

Total
($)

Edward M. Weil, Jr.,
Chief Executive Officer, President and
Secretary(1)
2020 — — — — —
2019 — — — — —
Christopher J. Masterson,
Chief Financial Officer and Treasurer(2)
2020 93,809(3) 68,311(3) 14,071(4) 176,191

Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock Awards ($)(3)			All Other Compensation ($)			Total ($)
Edward M. Weil, Jr., Chief		2022		$	—		$	—		$	—		$	—		$	—
Executive Officer, President and Secretary(1)		2021			—		$	—		$	—		$	—		$	—
Christopher J. Masterson, Chief		2022		$	131,170(2)		$	82,646(2)		$	57,600		$	18,894(4)		$	290,310
Financial Officer and Treasurer		2021			124,290(2)			100,205(2)			—			18,790(4)			243,285

(1)

None of the compensation paid by the Advisor or its affiliates to Mr. Weil during the fiscal years ended December 31, ~~2020~~2022 and ~~2019~~2021 was allocated by the Advisor or its affiliates to the Company, and no reimbursement has been, ~~nor~~or is ~~any~~ expected to be, sought by the Advisor or its affiliates with respect to Mr. Weil’s compensation.

(2)

~~Mr. Masterson was elected as our Chief Financial Officer and Treasurer effective on September 13, 2019.~~

~~(3)~~

Represents the allocable share of salary and bonus paid by the Advisor or its affiliates to Mr. Masterson during ~~2020~~the fiscal years ended December 31, 2022 and 2021, that was reimbursed by the Company ~~pursuant to~~required by the terms of our advisory agreement.

(3)

Value of awards of restricted shares calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in Note 11 to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

(4)

Represents the allocable share of certain expenses incurred by the Advisor or its affiliates with respect to Mr. Masterson ~~during 2020~~ that was reimbursed by the Company pursuant to our advisory agreement as follows: (1) during 2022, (i) ~~$5,875~~$9,522 for payroll ~~taxes;~~taxes, (ii) ~~$4,538~~$4,448 for payment of medical insurance ~~costs;~~costs, and (iii) ~~$3,658~~$4,924 for matching contributions to Mr. Masterson’s 401(k); and (2) during 2021, (i) $8,713 for payroll taxes, (ii) $5,548 for payment of medical insurance costs, and (iii) $4,529 for matching contributions to Mr. Masterson’s 401(k).

Grants of Plan-Based Awards

The following table sets forth information with respect to awards granted under the Individual Plan during the fiscal year ended December 31, 2022 to our NEOs.

All Other Stock Awards:

Grant Date Fair
Value of Awards
($)(2)

Name

Grant Date(1)

Number of Shares
of Stock
(#)

Christopher J. Masterson

April 25, 2022

4,500(3)

57,600

(1)

These awards were approved by the compensation committee on March 10, 2022.

(2)

Grant date fair value of awards is calculated in accordance with ASC Topic 718 consisting of restricted shares.

(3)

562 restricted shares, adjusted for the reverse stock split that occurred on January 11, 2023.

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Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information with respect to all outstanding equity-based awards held at the end of the fiscal year ended December 31, 2022 by our NEOs:

			Number of Restricted Shares That Have Not Vested (#)						Market Value of Restricted Shares That Have Not Vested ($)
Christopher J. Masterson					4,500(1)					$	7,965(2)

(1)

562 restricted shares adjusted for the reverse stock split that occurred on January 11, 2023. These restricted shares vest in 25% increments on each of the first four anniversaries of April 25, 2022.

(2)

Based on $1.77 per share, the closing price of our Common Stock on December 30, 2022, the last trading day of the fiscal year ended December 31, 2022.

Option Exercises and Stock Vested

No stock that was issued to our NEOs vested during the year ended December 31, 2022.

Potential Payments Upon Termination or Change in Control

The award agreements pursuant to which restricted shares that were outstanding as of the fiscal year ended December 31, 2022 were issued to Messr. Masterson provides that, except in connection with a Change in Control (as defined in the applicable award agreement), any unvested restricted shares held by Mr. Masterson will be forfeited upon their termination by the Advisor, for any reason. Upon a Change in Control, 50% of the unvested restricted shares will immediately vest and the remaining unvested restricted shares will be forfeited. Accordingly, if a Change in Control had occurred on December 31, 2022, 50% of Mr. Masterson’s unvested restricted shares would have immediately vested, with a value of $3,983, based on $1.77 per share, the closing price of our Common Stock on December 30, 2022, the last trading day of the fiscal year ended December 31, 2022.

As defined in the award agreement pursuant to which Messr. Masterson received restricted shares, “Change in Control” means: (a) any person is or becomes the “beneficial owner”, directly or indirectly, of securities of the Company representing 66% or more of the combined voting power of the Company’s then outstanding voting securities; (b) the stockholders of the Company approve a merger or consolidation of the Company with any other entity or approve the issuance of voting securities in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary thereof), other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving or parent entity) at least 34% of the combined voting power of the voting securities of the Company or such surviving or parent entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 66% or more of either of the then outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities; or (c) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions within a period of twelve (12) months ending on the date of the last sale or disposition having a similar effect).

Compensation Policies and Practices Related to Risk Management

The compensation committee has determined that none of the Company’s compensation policies and practices create any risks that are reasonably likely to have a material adverse effect on the Company.

Compensation of Directors

We pay ~~to each of~~ our independent directors the fees described below. ~~If a director is our employee or an employee of the Advisor or any of its affiliates, we~~We do not pay compensation for services rendered by persons who serve as ~~a director. All~~ directors and are also ~~receive reimbursement~~employees of the Company, the Advisor or any of

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their affiliates. We reimburse all of our directors for the reasonable out-of-pocket expenses incurred in connection with ~~attendance at meetings of our Board of Directors.~~attending board or committee meetings.

We pay our independent directors a yearly retainer of $30,000 and an additional yearly retainer of $55,000 for the lead independent director; $2,000 for each meeting of the Board or any committee ~~personally~~ attended by the directors ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee) and $1,500 for each meeting attended via telephone; $750 per transaction reviewed and voted upon electronically up to a maximum of $2,250 for three or more transactions reviewed and voted upon per electronic vote. If there is a Board meeting and one or more committee meetings in one day, the director’s fees may not exceed $2,500 ($3,000 for the chairperson of the audit ~~committee)~~committee if there is a meeting of such ~~committee.~~committee). We may issue shares of Common Stock in lieu of cash to pay fees earned by our directors, at each director’s election. The shares of Common Stock issued are not subject to vesting provisions because these payments, in lieu of cash, are related to fees earned for services performed.

~~Prior to the Listing, pursuant to our employee and director incentive restricted share plan (as amended, the “RSP”),~~We award each independent director ~~received an automatic grant of $30,000 in~~ restricted shares onwith a market value of $65,000 determined at the ~~date~~time of ~~initial election to the Board of Directors and on the date of~~issuance after each annual ~~stockholders’~~ meeting ~~in each case valued at the then-current estimated per-share net asset value~~ of ~~our common stock.~~stockholders. The restricted shares ~~vested over a five-year period following the first anniversary of the date of grant in increments of 20% per annum.~~

In connection with Listing, the 2021 Equity Plan succeeded and replaced the RSP and eliminated the “automatic grant” provisions of the RSP. See “— Share-Based Compensation” for further information.

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Following the Listing, starting with the annual award of restricted shares to be made in connection with the Company’s 2021 annual meeting of stockholders, the amount of the annual award of restricted shares that will be made pursuant to the Individual Plan will be $65,000. The restricted shares continue to vest over a five-year period ~~following the first~~on each anniversary of the ~~date of the annual meeting~~issuance in increments of 20% per annum.

We also pay each independent director for each external seminar, conference, panel, forum or other industry-related event attended in person and in which the independent director actively participates, solely in ~~his or her~~such person’s capacity as an independent director of the Company, in the following amounts:

•

$2,500 for each day of an external seminar, conference, panel, forum or other industry-related event that does not exceed four hours, or

•

$5,000 for each day of an external seminar, conference, panel, forum or other industry-related event that exceeds four hours.

In either of the above cases, ~~above,~~ we will reimburse, to the extent not otherwise reimbursed, an independent director’s reasonable expenses associated with attending external seminars, conferences, panels, forums or other industry-related events. An independent director cannot be paid or reimbursed for ~~attending~~attendance at a single external seminar, conference, panel, forum or other industry-related event by us and another company for which he or she is a director.

The following table sets forth information regarding compensation of our directors paid during the year ended December 31, ~~2020:~~2022:

Name	Fees Paid in Cash ($)			Stock Awards ($)(1)			Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total Compensation ($)			Fees Paid in Cash ($)			Stock Awards ($)(1)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			Changes in Pension Value and Nonqualified Deferred Compensation Earnings ($)			All Other Compensation ($)(2)			Total Compensation ($)
Edward M. Weil, Jr.			—			—		—		—		—		—			—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
Elizabeth K. Tuppeny		$	115,250		$	30,000(2)		—		—		—		—		$	145,250		$	91,769		$	65,000			—			—			—		$	58,231		$	215,000
Lee M. Elman		$	60,250		$	30,000(2)		—		—		—		—		$	90,250		$	52,505		$	65,000			—			—			—		$	32,245		$	149,750
Abby M. Wenzel		$	63,250		$	30,000(2)		—		—		—		—		$	93,250		$	50,505		$	65,000			—			—			—		$	30,744		$	146,250
Louis P. DiPalma																			$	5,202		$	—		$	—		$	—		$	—		$	—		$	5,202

(1)

Value of awards of restricted shares calculated based on their grant date fair value computed in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in Note 11 to the financial statements in ~~the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.~~our 2022 10-K. Awards vest annually over a five-year period in equal installments. As of December 31, ~~2020,~~2022, Ms. Tuppeny, Ms. Wenzel and the estate of Mr. Elman, who passed away in November 2022, each held approximately ~~900~~6,045 unvested restricted shares (756 restricted shares, adjusted for the reverse stock split that occurred on January 11, 2023) of ~~Class A~~ Common Stock and approximately 902 unvested restricted shares of Class B Common Stock, Ms. Wenzel held approximately 873 unvested restricted shares of Class A Common Stock and approximately 930 unvested restricted shares of Class B Common Stock and Mr. Elman held approximately 954 unvested restricted shares of Class A Common Stock and approximately 957 unvested restricted shares of Class B Common Stock.adjusted for the reverse stock split completed on January 11, 2023.

(2)

Represents ~~approximately 609 restricted~~ shares ~~granted on May 22, 2020.~~of the Company’s common stock issued, in lieu of cash, for director’s fees.

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~~The 2020 Equity Plan succeeded and replaced the existing RSP. Following the effectiveness of~~Under the 2020 Equity Plan, at the Listing, no further awards will be granted under the RSP; provided, however, any outstanding awards under the RSP, such as unvested restricted shares held by the Company’s independent directors, will remain in effect in accordance with their terms and the terms of the RSP, until all those awards are exercised, settled, forfeited, canceled, expired or otherwise terminated. The Company ~~accounts for forfeitures when they occur. While the RSP provided only for awards of restricted shares, the 2020 Equity Plan also permits awards of~~may award RSUs, stock options, stock appreciation rights, stock awards, LTIP Units and other equity awards. The 2020 Equity Plan has a term of ten years, expiring August 18, 2030. The number of shares of the Company’s capital stock that may be issued or subject to awards under the 2020 Equity Plan, in the aggregate, is equal to 20.0% of the Company’s outstanding shares of ~~common stock~~Common Stock on a fully diluted basis at any time. Shares subject to awards under the Individual Plan reduce the number of shares available for awards under the Advisor Plan on a one-for-one basis and vice versa.

Securities Authorized for Issuance Under Equity Compensation Plans

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)		Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (b)		Number of Securities Remaining Available For Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a) (c)
Equity Compensation Plans approved by security holders		—		—		—
Equity Compensation Plans not approved by security holders		4,012,841(1)		—		2,860,829(2)
Total		4,012,841		—		2,860,829

(1)

Represents shares of Common Stock underlying LTIP Units awarded pursuant to the 2020 OPP. The number of LTIP Units that would be issuable and convertible into Common Stock would be 501,605 after being adjusted for the reverse stock split completed on January 11, 2023. These LTIP Units may be earned by the Advisor based on our achievement of threshold, target or maximum performance goals based on our absolute and relative total stockholder return (“TSR”) over a performance period commencing on August 18, 2020 and ending on the earliest of (i) August 18, 2023, (ii) the effective date of any Change of Control (as defined in the 2020 OPP) and (iii) the effective date of any termination of the Advisor’s service as our advisor. LTIP Units earned as of the last day of the performance period will also become vested as of that date. Effective as of that same date, any LTIP Units that are not earned will automatically and without notice be forfeited without the payment of any consideration by us. The award of the LTIP Units pursuant to the 2020 OPP is independent of awards pursuant to and is not an award under the 2020 Equity Plan.

(2)

The total number of shares granted as awards under the 2020 Equity Plan may not exceed 20.0% of our outstanding shares of Common Stock on a fully diluted basis at any time. As of December 31, 2022, we had 15,090,384 shares (1,886,298 shares adjusted for the reverse stock split that occurred on January 11, 2023) of our Common Stock issued and outstanding on a fully diluted basis, and 163,348 shares (20,418 shares adjusted for the reverse stock split that occurred on January 11, 2023) of our Common Stock had been issued under or were subject to awards under the 2020 Equity Plan.

1920

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Pay Versus Performance Disclosure

As required by Item 402(v) of Regulation S-K, which was mandated by Section 953(a) of the Dodd-Frank Act, we are providing the following information about the relationship between “compensation actually paid” to our principal executive officer or “PEO” and “compensation actually paid” to our non-PEO NEOs (our only other NEO who is not a PEO) and the financial performance of the Company during the years ended December 31, 2022 and 2021, respectively, in each case calculated in a manner consistent with SEC rules.

Year	Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(1)(2)			Average Summary Compensation Table Total for Non-PEO NEOs(2)(3)			Average Compensation Actually Paid to Non-PEO NEOs(3)
2022		$	—		$	—		$	290,310		$	240,675
2021		$	—		$	—		$	243,285		$	243,285

(1)

Edward M. Weil, Jr. is the PEO reflected in these columns for the fiscal years ended December 31, 2022 and 2021.

(2)

Compensation actually paid or “CAP” to our PEO and Non-PEO NEO is calculated based on the “Total Compensation” reported in the Summary Compensation Table above for each of the applicable fiscal years, adjusted to exclude and include certain items in accordance with Item 402(v) of Regulation S-K as follows.

(3)

Christopher J. Masterson is the non-PEO NEO reflected in these columns, and our only non-PEO NEO for the covered fiscal years. Mr. Masterson is the Company’s chief financial officer, treasurer and secretary.

PEO SCT Total to CAP Reconciliation

This section is not applicable.

Average Non-PEO NEOs SCT Total to CAP Reconciliation

							Additions to SCT(2)
Fiscal Year	Summary Compensation Table (“SCT”) Total			Deductions from SCT(1)			Fair Value of Current Year Equity Awards			Change in Value of Prior Years’ Awards Unvested			Change in Value of Prior Years’ Awards that Vested			CAP(3)
2022		$	290,310		$	57,600		$	7,965		$	—		$	—		$	240,675
2021		$	243,285		$	—		$	—		$	—		$	—		$	243,285

(1)

Represents the grant date fair value of equity-based awards granted each year. The fair values of equity compensation, including such amounts described in the tables above, are calculated in accordance with FASB ASC Topic 718. All assumptions made in the valuations are contained and described in footnote 11 to the Company’s financial statements for Fiscal 2022 contained in our Annual Report to Stockholders for the fiscal year ended December 31, 2022, filed with the SEC on March 16, 2023. The amounts shown in the table reflect the total fair value on the date of grant and do not necessarily reflect the actual value, if any, that may be realized by the NEOs.

(2)

We did not report a change in pension value for any of the years reflected in this table because the Company does not maintain a defined benefit or actuarial pension plan and therefore a deduction from SCT related to such pension plans is not needed.

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STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of shares of Common Stock as of March ~~15, 2021,~~27, 2023, in each case including shares of Common Stock which may be acquired by such persons within 60 days, by:

•

each person known by the Company to be the beneficial owner of more than 5% of ~~its~~the outstanding shares of its Common Stock based solely upon the amounts and percentages contained in the public filings of such persons;

•

each of the Company’s ~~named executive officers~~NEOs and directors; and

•

all of the Company’s executive officers and directors as a group.

Class A Common Stock Class B Common Stock
Beneficial Owner(1)

Number of
Shares Beneficially
Owned

Percent of
Class

Number of
Shares Beneficially
Owned

Percent of
Class

Percent of Total
Voting Power(2)

Edward M. Weil, Jr.(3)
10,560 — — — *
Christopher J. Masterson — — — — —
Elizabeth K. Tuppeny(4)
3,035 * 1,014 * *
Lee M. Elman(4)
2,124 * 1,014 * *
Abby M. Wenzel(4)
3,035 * 1,014 * *
All directors and executive officers
as a group (five persons)
18,754 * 3,042 * *

Common Stock

Beneficial Owner(1)

Number of Shares
Beneficially Owned(2)

Percent of
Class

Bellevue Capital Partners, LLC and its affiliates(3)(4)

806,767

35%

Edward M. Weil, Jr.(5)

2,887

Christopher J. Masterson

562

Elizabeth K. Tuppeny(6)

5,385

Louis P. DiPalma(7)

2,561

Abby M. Wenzel(6)

3,838

All directors and executive officers as a group (five persons)

15,233

Less than 1%.

(1)

~~The~~Unless otherwise indicated, the business address of each individual or entity listed in the table is 650 Fifth Avenue, 30th Floor, New York, New York 10019. Unless otherwise indicated, the individual or entity listed has sole voting and investment power over the shares listed.

(2)

~~We have two classes~~All share amounts are adjusted for the reverse stock split completed on January 11, 2023.

(3)

Includes the shares beneficially owned by Nicholas S. Schorsch, the managing member of Bellevue Capital Partners LLC (“Bellevue”) and excludes the shares beneficially owned by Mr. Weil. The business address of Bellevue and its managing member and affiliates is 222 Bellevue Avenue, Newport, Rhode Island 02840. Bellevue’s managing member shares voting and dispositive power over 806,767 shares, Bellevue shares voting and dispositive power over 780,208 shares, and AR Global Investments, LLC, American Reality Capital III, LLC, New York Special Limited Partnership, LLC and New York City Advisors, LLC each share voting and dispositive power over 275,351 shares. The information contained herein with respect to Bellevue, its managing member and other affiliates is based solely on the Amendment No. 11 to the Schedule 13D filed by Bellevue and its affiliates with the SEC on March 1, 2023 and the Form 4 filed by Bellevue and its affiliates with the SEC on April 5, 2023.

(4)

In connection with our rights offering which expired on February 22, 2023 (“Rights Offering”), our board waived the existing limit imposed on purchases by Bellevue and its affiliates including future issuances of Common Stock ~~Class A~~issued in lieu of the Company paying cash to the Advisor for asset management services. Bellevue, the Advisor and other affiliates or person related to Bellevue have granted an irrevocable proxy to the Company pursuant to which the Company has the right to vote any shares owned by these persons or entities in excess of 34.9% of the Company’s outstanding shares of Common Stock ~~which is listed on~~in the ~~NYSE,~~same proportion as all other shares voted by the Company’s stockholders. Accordingly, the Company will vote 0.1% of the shares beneficially owned by Bellevue and ~~Class B Common Stock which is not listed on~~its affiliates in the ~~NYSE. Shares of Class B Common Stock will automatically convert into~~same proportion as all other shares ~~of Class A Common Stock to be listed on~~voted by the NYSE no later than August 13, 2021. Except with respect to listing, shares of Class B Common Stock have identical preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as shares of Class A Common Stock.Company’s stockholders at the Annual Meeting.

~~(3)~~(5)

Mr. Weil, our executive chairman, chief executive officer, president and secretary, is also the chief executive officer of AR Global. ~~While~~ Mr. Weil has a non-controlling interest in the parent of AR Global but Mr. Weil does not have direct or indirect voting or investment power over any shares that AR Global or the parent of AR Global may ~~own and~~own. Mr. Weil disclaims beneficial ownership of ~~such~~these shares. Accordingly, the shares included as beneficially owned by Mr. Weil do not include the ~~55,177~~approximately 34,419 shares of ~~Class A Common Stock or 914 shares of Class B~~

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Edward M. Weil, Jr., our executive chairman, chief executive officer, president and secretary, also is the chief executive officer, president and secretary of the Advisor and the Property Manager. Christopher J. Masterson, our chief financial officer and treasurer, also is the chief financial officer and treasurer of the Advisor and the Property Manager. ~~Prior to her resignation as our chief financial officer and treasurer in September 2019, Katie P. Kurtz was also the chief financial officer and treasurer~~AR Global indirectly owns all of the ~~Advisor and the Property Manager.~~

membership interests. The Advisor and the Property Manager are owned and controlled directly or indirectly by AR Global. Mr. Weil, our executive chairman, chief executive officer, president and secretary, is the chief executive officer of AR Global and has a non-controlling interest in the parent of AR Global.

Advisor

~~Pursuant~~The Advisor manages our day-to-day operations pursuant to the advisory agreement with the ~~Advisor (as amended from time to time, the “Advisory Agreement”), the Advisor manages our day-to-day operations.~~Advisor. The initial term of the ~~Advisory Agreement~~advisory agreement ends in July 2030, and will automatically renew for successive five-year terms unless either party gives written notice of its election not to renew at least 180 days prior to the ~~then-applicable~~then- applicable expiration date. We may only elect not to renew the ~~Advisory Agreement~~advisory agreement on this basis with the prior approval of at least two-thirds of our independent directors, and no change of control fee (as defined in the ~~Advisory Agreement)~~advisory agreement) is payable if we make this election.

Asset Management Fees and Variable Management/Incentive Fees

We pay the Advisor a base asset management fee on the first business day of each month equal to (x) $0.5 million plus (y) a variable amount equal to (a) 1.25% of the equity proceeds received after November 16, 2018, divided by (b) 12. ~~The base asset management fee is payable in cash, shares of common stock, units of limited partnership interest in the OP or a combination thereof, at the Advisor’s election.~~ Equity proceeds are defined as, with respect to any period, cumulative net proceeds of all common and preferred equity and equity-linked securities issued by the Company and its subsidiaries during the period, including: (i) any equity issued in exchange or conversion of exchangeable notes based on the stock price at the date of issuance and convertible equity; (ii) any other issuances of equity, including but not limited to units in the OP (excluding equity-based compensation but including issuances related to an acquisition, investment, joint-venture or partnership); and (iii) ~~effective following the time the Company commences paying a dividend of at least $0.05 per share per annum to its stockholders (which occurred in October 2020),~~ any cumulative Core Earnings (as defined in the ~~Advisory Agreement)~~advisory agreement) in excess of cumulative distributions paid on our ~~common stock~~Common Stock since November 16, 2018, the effective date of the most recent amendment and restatement of the ~~Advisory Agreement.~~advisory agreement.

~~The Advisory Agreement~~We also ~~entitles~~pay the Advisor to an incentive variable management ~~fee. In August 2020,~~fee, payable quarterly in arrears based on the Company ~~entered into an amendment to the Advisory Agreement to adjust the quarterly thresholds~~achieving certain amounts of Core Earnings Per Adjusted Share (as defined in the ~~Advisory Agreement) the Company must reach~~advisory agreement) on a quarterly basis for the Advisor to receive the variable management fee to reflect the impact of the series of corporate actions the Company implemented in anticipation of listing which resulted in the bifurcation of its common stock into Class A Common Stock and Class B Common Stock in a net reduction of 2.43 shares for every one share of common stock outstanding prior to these corporate actions (the “Reverse Stock Split”). Prior to this amendment, the variable management fee was equal to (i) the product of (a) the diluted weighted-average outstanding shares of common stock for the calendar quarter (excluding any equity-based awards that are subject to performance metrics that are not currently achieved) multiplied by (b) 15.0% multiplied by (c) the excess of Core Earnings Per Adjusted Share for the previous three-month period in excess of $0.06, plus (ii) the product of (x) the diluted weighted-average outstanding shares of common stock for the calendar quarter (excluding any equity-based awards that are subject to performance metrics that are not currently achieved) multiplied by (y) 10.0% multiplied by (z) the excess of Core Earnings Per Adjusted Share for the previous three-month period in excess of $0.08. Following the August 2020 amendment, thebasis. The quarterly thresholds of Core Earnings Per Adjusted Share ~~increased from $0.06 and $0.08 to~~are $0.1458 and ~~$0.1944. The~~$0.1944 per share ($1.17 and $1.56 per share adjusted for the reverse stock split which occurred on January 11, 2023). No incentive variable management fees were earned in the years ended December 31, 2022.

Both the base asset management fee and variable management fee isare payable ~~quarterly in arrears~~ in cash, shares of ~~common~~

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~~stock,~~Common Stock, units of limited partnership interest in the OP or a combination thereof, at the Advisor’s election. ~~No incentive~~During the period from February 4, 2022 until December 1, 2022, the Advisor was paid all base asset management fee and variable management fee received by the Advisor in shares of Common Stock. From February 4, 2022 to December 1, 2022 we issued to the Advisor 1,037,370 shares (129,671 shares adjusted for the reverse stock split which occurred don January 11, 2023) of Common Stock in connection with the fees ~~were~~ earned inby the ~~years ended December 31, 2020 or 2019.~~Advisor.

During the years ended December 31, ~~2020~~2022 and ~~2019,~~2021, the Company paid ~~cash~~base asset management fees in cash of $0.5 million and $6.0 million, ~~and $6.0million,~~ respectively. No variable management fees were paid during the years ended December 31, ~~2020~~2022 and ~~2019.~~2021.

~~Class A Unit Redemption~~Amendment to Rights Agreement and Waiver Agreement

In connection with our rights offering which expired on February 22, 2023, our board waived the limits contained in the Company’s amended and restated rights agreement. In addition, our board waived the existing limit imposed on purchases by Bellevue and its affiliates including future issuances of Common Stock issued in lieu of the Company paying cash to the Advisor for asset management services. Bellevue, the Advisor and other affiliates or person related to Bellevue have granted an irrevocable proxy to the Company pursuant to

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which the Company has the right to vote any shares owned by these persons or entities in excess of 34.9% of the Company’s outstanding shares of Common Stock in the same proportion as all other shares voted by the Company’s stockholders.

Side Letter With the Advisor

On ~~August 18, 2020,~~February 4, 2022, the Company and the Advisor entered into a side letter (the “Side Letter”) to the Advisory Agreement pursuant to which the Advisor agreed, from the date of the ~~Listing,~~Side Letter until August 4, 2022, to immediately invest all fees received by the ~~limited partnership agreement~~Advisor under Section 10(c)(i)-(ii) of the OPAdvisory Agreement in shares of the Company’s Common Stock (the “Shares”), in an amount aggregating no more than $3.0 million. The price of the Shares was determined, at each issuance, in accordance with Section 10(c)(iii) of the Advisory Agreement and was not less than the “Minimum Price” as defined in Section 312.04(h) of the New York Stock Exchange Listed Company Manual (the “Listed Company Manual”), which minimum price was $84.40 per share (adjusted for the reverse stock split completed on January 11, 2023). The Advisor’s obligation to invest its fee in Shares under the Side Letter was in consideration of, and subject to, the provisions of the Waiver Agreements (defined below). In addition, the Company was not required to issue any Shares under the Side Letter if doing so would have required the Company to seek stockholder approval under Section 312 of the Listed Company Manual or any subsequent rules and regulations of the NYSE.

On February 4, 2022, concurrently with the execution of the Side Letter, the Board granted (i) a waiver from the Aggregate Share Ownership Limit, as defined and contained in Section 5.7 of the Company’s charter, to permit each of Bellevue, the Advisor, entities controlled by Bellevue, Edward M. Weil. Jr, who is an officer and director of the Company, an officer of the Advisor and a holder of a non-controlling interest in Bellevue, and their respective affiliates and certain other entities and individuals who would be treated as Beneficially Owning or Constructively Owning (each as defined our charter) Shares held by either or both of Bellevue and the Advisor, including Mr. Weil, to Beneficially Own or Constructively Own Shares in an amount up to 20% of the outstanding Shares (subject to certain constraints for each such entity and individual on the total actual ownership of Shares by such entities and individuals), to the extent and on the terms set forth in each ownership limit waiver agreement (collectively, the “Charter Ownership Limit Waiver Agreements”); and (ii) a waiver from the provisions contained in Section 1.1 of the Amended and Restated Rights Agreement, dated August 17, 2020 (as amended by Amendment No. 1 dated August 12, 2021, the “Rights Plan”), to permit each party to the Charter Ownership Limit Waiver Agreements to Beneficially Own (as defined in the Rights Plan) Shares to the maximum extent allowed by the Charter Ownership Limit Waiver Agreements without being deemed an “Acquiring Person” under Section 1.1 of the Rights Plan, subject to the terms set forth in the rights plan waiver agreement (the “Rights Plan Waiver Agreement,” and ~~restated~~together with the Charter Ownership Limit Waiver Agreements, the “Waiver Agreements”).

On August 10, 2022, the Company (1) amended the Charter Ownership Limit Waiver Agreements to (i) immediately increase the Excepted Holder Limit (as sodefined therein) to 21%, and (ii) increase the Excepted Holder Limit to up to 25% upon conditions precedent being satisfied to increase the Excepted Holder Limit to up to 25% (the “Charter Waiver Agreement Amendments”), and (2) amended the Rights Plan Waiver Agreement to implement corresponding changes. Concurrent with these amendments, the Board reduced the Aggregate Share Ownership Limit to 6% for all stockholders of the Company that are not otherwise Bellevue, the Advisor, their respective affiliates or persons who would be treated as Beneficially Owning or Constructively Owning shares of the Company’s Common Stock held by either or both of Bellevue and ~~restated,~~ the ~~“A&R OP Agreement”~~Advisor (the “Excluded Persons”). ~~Among~~The terms and conditions of the Charter Ownership Limit Waiver Agreements entered into with each of these entities or individuals are the same except for the actual number of Shares the entities or individuals may own or acquire. All other ~~things,~~terms and conditions contained in the ~~A&R OP~~Company’s charter will otherwise continue to apply to the Shares that the entities or individuals may own or acquire.

As a consequence of the Company’s decision to terminate our election to be taxed as a REIT, the ownership limitations set forth in Section 5.7 of the Company’s charter, including, without limitation, the Aggregate Share Ownership Limit, no longer apply.

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Management Fee Expense

The Company recorded expense of $5.5 million for base asset management fees during the year ended December 31, 2022. No variable management fees were incurred. The management fees were paid as follows:

•

The Company paid cash base management fees of $0.5 million (for January 2022) in the year ended December 31, 2022.

•

In accordance with the Side Letter, the Advisor reinvested base management fees, aggregating $1.0 million, $1.5 million and $0.5 million, in shares of the Company’s Common Stock in the first, second and third quarters of 2022, respectively. As a result, the Company issued 262,699 shares of its Common Stock (32,837 shares adjusted for the reverse stock split).

•

The Advisor elected to receive shares of Common Stock in lieu of cash in respect of its management fee for August, September, October, November and December 2022. As a result, the Company issued 124,685, 151,194, 146,284, 154,559 and 197,949 shares (15,586, 18,899, 18,285, 19,320 and 24,744 shares adjusted for the reverse stock split which occurred don January 11, 2023) of the Company’s Common Stock (adjusted for the reverse stock split) in connection with the monthly base management fee earned by the Advisor. The Advisor also elected to receive shares of Common Stock in lieu of cash in respect of its management fee for January 2023. The Advisor is not obligated to accept shares in lieu of cash for these fees and makes this election on a monthly basis. The Advisor was paid cash for its management fee for February and March 2023.

For accounting purposes, the shares of the Company’s Common Stock issued in accordance with the Side Letter and the shares issued in lieu of cash for the management fee, as elected by the Advisor, were treated as issued using the closing price on date of issue and the related expense totaled $5.0 million for the year ended December 31, 2022.

Property Management Fees

Pursuant to the Property Management and Leasing Agreement ~~describes~~(the “PMA”), as most recently amended on November 16, 2018 except in certain cases where the ~~procedures pursuant~~Company contracted with a third party, the Company pays the Property Manager a property management fee equal to: (i) for non-hotel properties, 3.25% of gross revenues from the properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market-based fee based on a percentage of gross revenues. The term of the PMA is coterminous with the term of the Advisory Agreement.

Pursuant to ~~which holders~~the PMA, the Company reimburses the Property Manager for property-level expenses. These reimbursements are not limited in amount and may include reasonable salaries, bonuses, and benefits of ~~units~~individuals employed by the Property Manager, except for the salaries, bonuses, and benefits of ~~limited partnership designated~~individuals who also serve as ~~“Class A Units” (“Class A Units”)~~one of the Company’s executive officers or as an executive officer of the Property Manager or any of its affiliates. The Property Manager may ~~redeem~~also subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of their Class A Units on a one-for-one basis for, at the Company’s election, shares of Class A Common Stock or the cash equivalent thereof. The A&R OP Agreement also requires the Company, upon the request of a holder of Class A Units but subject to certain conditions and limitations, to register under the Securities Act, the issuance or resale of the shares of Class A Common Stock issuable upon redemption of Class A Units in accordance with the A&R OP Agreement.

~~Prior to October 1, 2015, for~~ its ~~asset~~property management services provided under the advisory agreement, the Company caused the OP to issue 65,498 of units of limited partnership designated as “Class B Units” (“Class B Units”) (52,398 of which were still held by the Advisor at the time of the Listing), after giving effectfee to the ~~Reverse Stock Split,~~third parties with whom it contracts for these services.

On April 13, 2018, in connection with the ~~arrangement. The Class B Units were intended~~loan for its 400 E. 67th Street — Laurel Condominium and 200 Riverside Boulevard properties the Company entered into a new property management agreement with the Property Manager (the “April 2018 PMA”) to ~~be profits interests that would vest, and no longer subject~~manage the properties secured by the loan. With respect to ~~forfeiture, at such time as: (a)~~these properties, the ~~value~~substantive terms of the ~~OP’s assets plus all distributions made by~~April 2018 PMA are identical to the Company to its stockholders equaled or exceeded the total amount of capital contributed by investors plus a 6.0% cumulative, pretax, non-compounded annual return thereon, (the “Economic Hurdle”); (b) any oneterms of the ~~following events occurred concurrently with or subsequently~~PMA, except that the property management fee for non-hotel properties is 4.0% of gross revenues from the properties managed, plus market-based leasing commissions. The April 2018 PMA has an initial term of one year that is automatically extended for an unlimited number of successive one-year terms at the end of each year unless any party gives 60 days’ written notice to the ~~achievement~~other parties of its intention to terminate.

The Company incurred approximately $1.6 million in property management fees during the Economic Hurdle: (i) a listing of the Company’s common stock on a national securities exchange; (ii) a transaction to which the Company or the OP was a party, as a result of which OP units or the Company’s common stock were exchanged for or converted into the right, or the holders of such securities will otherwise be entitled, to receive cash, securities or other property or any combination thereof; or (iii) the termination of the advisory agreement without cause by an affirmative vote of a majority of the Company’s independent directors after the Economic Hurdle had been met; and (c) the Advisor pursuant to the advisory agreement was providing services to the Company immediately prior to the occurrence of an event of the type described in clause (b) above (the “performance condition”).

Pursuant to the limited partnership agreement to the OP, the Advisor was entitled to receive distributions on Class B Units, whether vested or unvested, at the same rate as distributions, if any, received on the Company’s common stock. As a result of the Listing, which satisfied the performance condition, and the prior determination by the Company’s independent directors that the Economic Hurdle had been satisfied, the Class B Units vested in accordance with their terms and were converted into an equal number of Class A Units. In addition, effective at the Listing following this conversion and as approved by the Company’s independent directors, 52,398 of Class A Units, which were then held by the Advisor, were redeemed for an equal number of newly issued shares of Class A Common Stock consistent with redemption provisions contained in the A&R OP Agreement.year ended December 31, 2022.

Professional Fees and Other Reimbursements

We are required to pay directly or reimburse the Advisor monthly in arrears, for all the expenses paid or incurred by the Advisor or its affiliates in connection with the services it provides to us under the ~~Advisory Agreement,~~advisory agreement, subject to the following limitations:

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(ii)

if the Asset Cost (as defined in the ~~Advisory Agreement)~~advisory agreement) as of the last day of the fiscal quarter immediately preceding the month is equal to or greater than $1.25 billion, (x) the Asset Cost as of the last day of the fiscal quarter multiplied by (y) 0.10%.

•

With respect to the salaries, wages, and benefits of all employees of the Advisor or its affiliates directly or indirectly involved in the performance of services ~~(including~~(which may include the Company’s executive officers), these amounts must be comparable to market rates and reimbursements may not exceed, in any fiscal year,

(i)

$2.6 million, or

(ii)

if the Asset Cost as of the last day of the fiscal year is equal to or greater than $1.25 billion, (x) the Asset Cost as of the last day of the fiscal year multiplied by (y) 0.30%.

Professional fees and other reimbursements for the years ended December 31, ~~2020~~2022 and ~~2019~~2021 were ~~$3.6~~$4.4 million and ~~$3.2~~$4.1 million, respectively. These amounts include reimbursements to the Advisor for administrative, overhead and personnel services, which are subject to the limits noted above, as well as costs associated with directors and officers insurance which are not subject to ~~the~~ those limits.

The amount of expenses included within professional fees and other reimbursements related to administrative, overhead and personnel services provided by and reimbursed to the Advisor for the ~~year~~years ended December 31, ~~2020 were $3.0 million, of which $0.4 million related to administrative~~2022 and overhead expenses and $2.6 million were for salaries, wages, and benefits. The 2019 bonus reimbursement received from the Advisor discussed below was not included in the assessment of whether reimbursement expense limits were met for the year ended December 31, 2020. Total reimbursement expenses for administrative, overhead and personnel services provided by and reimbursed to the Advisor for the year ended December 31, 20192021 were $3.0 million, of which $0.4 million related to administrative and overhead expenses and $2.6 million were for salaries, wages, and benefits.

The following table details amounts ~~shown~~incurred, waived and payable in connection with the Company’s operations-related services described above ~~reflect that the Company met the limit~~as of and for the ~~administrative and overhead expenses and salaries, wages, and benefits described above for each of the~~ periods ~~covered. The reimbursable expenses incurred by the Advisor during~~presented:

	Year Ended December 31, 2022			Payable (Receivable) December 31, 2022
(In thousands)	Incurred			Payable (Receivable) December 31, 2022
Ongoing fees:
Asset and property management fees to related parties(1)		$	7,082		$	118
Professional fees and other reimbursements(2)			4,375			—
Total related party operation fees and reimbursements		$	11,457		$	118

(1)

During the year ended December 31, ~~2020 and 2019 that were subject~~2022, approximately $5.0 million was paid with shares of the Company’s Class A common stock (approximately $3.0 million related to the ~~limits as described above exceeded the limits by $1.1~~Side Letter and approximately $2.0 million ~~and $0.9 million, respectively. These amounts~~for shares accepted in ~~excess~~lieu of ~~the limits were not reimbursed to the Advisor and therefore were not incurred as expenses by the Company.~~

As part of the reimbursement with respect to the salaries, wages, and benefits of all employees of the Advisor or its affiliates, the Company reimbursed approximately $0.9 million in 2019 to the Advisor or its affiliates for bonuses of employees of the Advisor or its affiliates who provided administrative services during the year, proratedcash) for the ~~time spent working on matters relating to the Company. The Company does not reimburse the Advisor or its affiliates~~management fee.

(2)

Amount for any bonus amounts relating to time dedicated to the Company by Edward M. Weil, Jr., the Company’s chief executive officer. The Advisor formally awarded 2019 bonuses to employees of the Advisor or its affiliates in September 2020 (the “2019 Bonus Awards”). The original $0.9 million estimate for bonuses recorded and paid to the Advisor in 2019 exceeded the cash portion of the 2019 Bonus Awards that were to be paid to employees of the Advisor or its affiliates by $0.4 million and that were to be reimbursed by the Company. As a result, during the year ended December 31, ~~2020, the Company recorded a receivable from the Advisor of $0.4 million~~2022 is included in ~~prepaid~~general administrative expenses ~~and other assets on~~in the consolidated ~~balance sheet~~statements of operations and a corresponding reduction in general and administrative expenses. Pursuant to authorization by the Company’s independent directors, the $0.4 million receivable was payable to the Company over a 10-month period from November 2020 to August 2021, later extended to January 2021 through October 2021. The first two payments were made in January and February 2021.comprehensive loss.

Termination Payments

The ~~Advisory Agreement~~advisory agreement requires the Company to pay a termination fee to the Advisor if the ~~Advisory Agreement~~advisory agreement is terminated prior to the expiration of the initial term in certain limited scenarios. The termination fee will be payable to the Advisor if either the Company or the Advisor exercises the right to terminate the ~~Advisory Agreement~~advisory agreement in connection with the consummation of the first ~~change~~“change of ~~control (as~~control” (as defined in the

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immediately prior to the month in which the ~~Advisory Agreement~~advisory agreement is terminated, plus (ii) the product of (x) four multiplied by (y) the actual variable management fee for the quarter immediately prior to the quarter in which the ~~Advisory Agreement~~advisory agreement is terminated, plus (iii) without duplication, the annual increase in the base management fee resulting from the cumulative net proceeds of any equity issued by the Company and its subsidiaries in respect of the fiscal quarter immediately prior to the fiscal quarter in which the ~~Advisory Agreement~~advisory agreement is terminated.

In connection with the termination or expiration of the ~~Advisory Agreement,~~advisory agreement, the Advisor will be entitled to receive (in addition to any termination fee) all amounts then accrued and owing to the Advisor, including an amount equal to then-present fair market value of its shares of Common Stock and interest in the OP.

Multi-Year Outperformance Award

On August 18, 2020, the date of the Listing, the Company, the ~~Company, the~~ OP and the Advisor entered into ~~the 2020 OPP~~A multi-year outperformance award agreement (the “2020 OPP”) pursuant to which a performance-based equity award was granted to the Advisor. The award of the LTIP Units pursuant to the 2020 OPP is independent of awards pursuant to, and is not an award under, the 2020 Equity Plan.

Initially, the award under the 2020 OPP was in the form of a single ~~“Master~~Master LTIP ~~Unit.”~~Unit (“Master LTIP Unit”). On September 30, 2020, the 30th trading day following August 18, 2020, in accordance with its terms, the Master LTIP Unit automatically converted into 4,012,841 LTIP Units (501,605 adjusted for the reverse stock split which occurred on January 11, 2023), equal to the quotient of $50.0 million divided by $12.46 ($99.68 adjusted for the reverse stock split which occurred on January 11, 2023), which represented the average closing price of one share of ~~Class A~~ Common Stock over the ten consecutive trading days immediately prior to September 30, 2020. This number of LTIP Units represents the maximum number of LTIP Units that may be earned by the Advisor during a performance period ending on the earliest of (i) August 18, 2023, (ii) the effective date of any Change of Control (as defined in the 2020 OPP) and (iii) the effective date of any termination of the Advisor’s service as advisor of the Company.

Half of the LTIP Units (the “Absolute TSR LTIP Units”) are eligible to be earned as of the last day of the performance period if the Company achieves ~~total stockholder return (“TSR”)~~TSR measured on an absolute basis for the performance period as follows:

Performance Level	Absolute TSR	Percentage of LTIP Units Earned		Absolute TSR	Percentage of LTIP Units Earned
Below Threshold	Less than 12 %		0%	Less than 12%	0%
Threshold	12 %		25%	12%	25%
Target	18 %		50%	18%	50%
Maximum	24 % or higher		100%	24% or higher	100%

If the Company’s absolute TSR is more than 12% but less than 18%, or more than 18% but less than 24%, the percentage of the Absolute TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively.

The other half of the LTIP Units (the “Relative TSR LTIP Units”) are eligible to be earned as of the last day of the performance period if the amount, expressed in terms of basis points, whether positive or negative, by which the Company’s absolute TSR for the performance period exceeds the average TSR for the performance period of a peer group consisting of Empire State Realty Trust, Inc., Franklin Street Properties Corp., Paramount Group, Inc. and Clipper Realty Inc. as follows:

Performance Level	Relative TSR Excess	Percentage of LTIP Units Earned
Below Threshold	Less than -600 basis points		0%	0%
Threshold	-600 basis points		25%	25%
Target	0 basis points		50%	50%
Maximum	+600 basis points		~~100~~%	100%

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If the relative TSR excess is between -600 bps and zero bps, or between zero bps and +600 bps, the percentage of the Relative TSR LTIP Units earned is determined using linear interpolation as between those tiers, respectively.

Until an LTIP Unit is earned, the holder of the LTIP Unit is entitled to distributions on the LTIP Unit equal to 10% of the distributions made per Class A Unit (other than distribution of sale proceeds). Distributions on Class A Units equal dividends paid on ~~Class A~~ Common Stock. Distributions paid with respect to an LTIP Unit are not subject to forfeiture, even if the LTIP Unit is ultimately forfeited. For the ~~year~~years ended December 31, ~~2020,~~2022 and 2021, the Company paid ~~$20,000~~$80,000 and $160,000, respectively, of distributions to the holders of LTIP Units. After an LTIP Unit is earned, the holder will be entitled to a priority catch-up distribution per earned LTIP Unit equal to the aggregate distributions paid on a Class A Unit during the performance period, less the aggregate distributions paid on the LTIP Unit during the performance period. As of the last day of the performance period, the earned LTIP Units will become entitled to receive the same distributions as are paid on Class A Units. At the time the Advisor’s capital account with respect to an LTIP Unit that is earned and vested is economically equivalent to the average capital account balance of a Class A Unit, the Advisor, as the holder of the LTIP Unit in its sole discretion, will, in accordance with the AAmended and Restated Agreement of Limited Partnership of the OP (the “A&R OP ~~Agreement,~~Agreement”), be entitled to convert the LTIP Unit into a Class A Unit, which may, in turn, be redeemed on a one-for-one basis for, at the Company’s election, a share of ~~Class A~~ Common Stock or the cash equivalent thereof.

If the last day of the performance period is the effective date of a Change of Control or a termination of the Advisor without Cause (as defined in the ~~Advisory Agreement)~~advisory agreement), then the number of LTIP Units earned will be calculated based on actual performance as of (and including) the effective date of the Change of Control or termination (as applicable), with the hurdles for calculating absolute TSR pro-rated to the extent that the performance period lasted less than three years but without pro-rating the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn to reflect the shortened period.

If the last day of the performance period is the effective date of a termination of the Advisor with Cause, then the number of LTIP Units earned will also be calculated based on actual performance as of (and including) the effective date of the termination based on the performance through the last trading day prior to the effective date of the termination, with the hurdles for calculating absolute TSR pro-rated to the extent that the performance period lasted less than three years and with the number of Absolute TSR LTIP Units or Relative TSR LTIP Units the Advisor would be eligible to earn also pro-rated to reflect the shortened period.

The award of LTIP Units under the 2020 OPP is administered by the compensation committee, provided that any of the compensation committee’s powers can be exercised instead by the ~~Company’s board of directors~~Board if the ~~board of directors~~Board so elects. Following the last day of the performance period, the compensation committee is responsible for determining the number of Absolute TSR LTIP Units and Relative TSR LTIP Units earned, as calculated by an independent consultant engaged by the compensation committee and as approved by the compensation committee in its reasonable and good faith discretion. The compensation committee also must approve the transfer of any Absolute TSR LTIP Units and Relative TSR LTIP Units (or Class A Units into which they may be converted in accordance with the terms of the A&R OP Agreement).

LTIP Units earned as of the last day of the performance period will also become vested as of the last day of the performance period. Any LTIP Units that are not earned and vested after the compensation committee makes the required determination will automatically and without notice be forfeited without the payment of any consideration by the Company or the OP, effective as of the last day of the performance period.

~~Listing Note~~

~~On August 18, 2020,~~ Any LTIP Units that are not earned will automatically be forfeited effective at the Listing, the OP entered into a listing note agreement (the “Listing Note”) with the New York City Special Limited Partnership, LLC (the “Special Limited Partner”), a subsidiary of AR Global which is also the special limited partner of the OP. The Listing Note was required in connection with the Listing pursuant to the limited partnership agreement to the OP in effect prior to the Listing and is evidence of the Special Limited Partner’s right to receive incentive listing distributions from

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~~the OP with respect to its special limited partner interest in the OP. Under the Listing Note, the aggregate amount of these distributions is equal to:~~

•

15.0% of the difference (to the extent the result is a positive number) between (i)(A) the average closing price of the shares of Class A common stock over the Measurement Period (as defined below) multiplied by the number of shares of common stock issued and outstanding as of the Listing, plus (B) the sum of all distributions or dividends (from any source) paid by the Company to the holders of its common stock prior to the Listing, and (ii)(X) the aggregate purchase price (without deduction for organization and offering expenses or any other underwriting discount, commissions or offering expenses) in the initial public offering of the Company’s common stock, plus (Y) the total amount of cash that, if distributed to the stockholders who purchased shares of the Company’s common stock in the initial public offering, would have provided those stockholders with a 6% cumulative, non-compounded, pre-tax annual return on the aggregate purchase price of shares sold in the initial public offering through the Listing, minus

•

~~any distributions of net sales proceeds made to the Special Limited Partner prior to~~ the end of the ~~Measurement Period.~~

~~The “Measurement Period”~~performance period and neither the Company nor the OP will be the period of 30 consecutive trading days beginning on the 180th day after all of the shares of Class B Common Stock have fully converted into shares of Class A Common Stock and are eligible for trading on the NYSE, which will occur no later than August 13, 2021.

~~The Special Limited Partner has the right~~required to receive distributions determined by us to be net sales proceeds until the Listing Note is paid in full. The Special Limited Partner may, at any time after the amount of distributions payable pursuant to the Listing Note is determined, exchange its entire special limited partnership interest in the OP for Class A Units that have a value equal to the amount of distributions the Special Limited Partner would have been entitled to receive. These Class A Units may then be redeemed by the Special Limited Partner on a one-for-one basis for, at the Company’s election, shares of Class A Common Stock or the cash equivalent thereof.

~~Property Manager~~

Pursuant to our property management and leasing agreement with the Property Manager, we pay the Property Manager a property management fee for all our properties (except any of our properties that are or become subject to a separate property management agreement with the Property Manager) equal to: (i) for non-hotel properties, 3.25% of gross revenues from the properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market-based fee based on a percentage of gross revenues. Pursuant to the property management and leasing agreement, we also reimburse the Property Manager for property-level expenses. These reimbursements are not limited in amount and may include reasonable salaries, bonuses and benefits of individuals employed by the Property Manager, except for the salaries, bonuses and benefits of individuals who also serve as one of our executive officers or as an executive officer of the Property Manager or any of its affiliates. The Property Manager may subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services. The term of this property management agreement is coterminous with the term of the Advisory Agreement.

For two of our properties, we have entered into a separate property management and leasing agreement on substantive terms that are substantially identical to the terms of our other property management and leasing agreement with the Property Manager, except that this property management and leasing agreement has an initial term of one year that has been automatically extended for an unlimited number of successive one-year terms at the end of each year unless any party gives sixty (60) days’ written notice to the other parties of its intention to terminate.

During the years ended December 31, 2020 and 2019, we paid property management fees of $1.6 million and $1.3 million, respectively. During the years ended December 31, 2020 and 2019, we did not pay any ~~market-based leasing commissions and did not reimburse the Property Manager for property-level expenses.~~future consideration in respect thereof.

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the extent permitted by Maryland law and our charter and advance expenses to them in connection with claims or liability they may become subject to due to their service to us consistent with the provisions of our charter and Maryland law.

WeThere have been no complaints, the Advisor has not made any requests and we have not paid the Advisor or any of its affiliates for any amounts pursuant to these obligations through the date of this Proxy Statement.

Certain Conflict Resolution Procedures

Every transaction that we enter into with the Advisor or its affiliates is subject to an inherent conflict of interest. Our Board of Directors may encounter conflicts of interest in enforcing our rights against any of these entities in the event of a default by or disagreement with or in invoking powers, rights or options pursuant to any agreement between us and the Advisor or any of its affiliates.

Prior to the Listing, we had a conflicts committee responsible for reviewing and evaluating all related party transactions, including all transactions in which we, on the one hand, and the Advisor, AR Global or any of their affiliates, on the other hand, are involved. Effective at the Listing, our conflicts committee dissolved, and ourThe nominating and corporate governance committee ~~was established and became~~is responsible for reviewing and evaluating all related party transactions. All related party transactions during the ~~year~~years ended December 31, ~~2019~~2021 and 2022 and during the period from January 1, ~~2020~~2023 through the date of this Proxy Statement were approved in accordance with the applicable Company policies consistent with the ~~conflicts committee charter or~~ nominating and corporate governance committee charter, as applicable. Either our ~~conflicts committee,~~ nominating and corporate governance committee or ~~our~~the independent directors acting as a group or as a special committee, has determined that each related party transaction was in the best interests of the Company. See “Board of Directors, Executive Officers and Corporate Governance — Nominating and Corporate Governance Committee.”

In addition, the ~~Advisory Agreement~~advisory agreement limits our ability to enter into transactions with the Advisor and its affiliates as follows:

•

If we propose to enter into any transaction in which the Advisor, any affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then the transaction must be approved by a majority of our directors not otherwise interested in the transaction, including a majority of our independent directors.

•

We may not make loans to the Advisor or any of its affiliates except mortgages or loans to wholly owned subsidiaries of ours. The Advisor and its affiliates may not make loans to us, or to any joint venture or partnership or other similar arrangements in which we are a co-venturer, limited liability company member, limited partner or general partner, which are established to acquire or hold our investments, unless approved by a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction as fair, competitive, and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties.

•

We may enter into joint ventures or other similar arrangements with the Advisor or its affiliates provided that (a) a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to us, and (b) the investment by us is on substantially the same terms as those received by other joint venturers.

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AUDIT COMMITTEE REPORT

The Audit Committee of the Board ~~of Directors~~ has furnished the following report on its activities during the year ended December 31, ~~2019.~~2022. The report is not deemed to be “soliciting material” or “filed” with the SEC or subject to the SEC’s proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except to the extent that the Company specifically incorporates it by reference into any such filing.

To the Directors of ~~New York City REIT, Inc.~~American Strategic Investment Co.:

We have reviewed and discussed with management ~~New York City REIT Inc.~~American Strategic Investment Co.’s audited financial statements as of and for the year ended December 31, ~~2020.~~2022.

We have discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the ~~SEC.~~Securities and Exchange Commission.

We have received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and have discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence.

Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the financial statements referred to above be included in ~~New York City REIT Inc.~~American Strategic Investment Co.’s Annual Report ~~on Form 10-K~~to Stockholders for the year ended December 31, ~~2020.~~2022.

Audit Committee

~~Lee M. Elman~~Louis P. DiPalma (Chair)
Elizabeth K. Tuppeny
Abby M. Wenzel

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PROPOSAL NO. 1 — ELECTION OF ~~DIRECTOR~~DIRECTORS

Our Board of Directors is currently comprised of four members, three of whom are independent directors. Our ~~bylaws~~Bylaws provide that the number of directors may not be less than one, which is the minimum number required by the MGCL, or more than 15. The Board of Directors is divided into three classes of directors. Each director serves ~~for a term of three years,~~ until the annual meeting of stockholders held in the third year following the year of ~~their~~his or her election and until his or her successor is duly elected and qualifies. At the Annual Meeting, two Class III directors will be elected to serve until the 2026 Annual Meeting and until their successors are duly elected and qualify. ~~At the Annual Meeting, one Class I director will be elected to serve until the 2024 Annual Meeting and until her successor is duly elected and qualifies.~~ The number of directors in each class may be changed from time to time by the Board to reflect matters such as an increase or decrease in the number of directors so that each class, to the extent possible, will have the same number of directors.

The Board of Directors has nominated ~~Abby~~Edward M. ~~Wenzel as a nominee~~Weil, Jr. and Louis P. DiPalma for election as a Class ~~I director at the Annual Meeting,~~III directors to serve until our ~~2024~~2026 Annual Meeting and until ~~her successor is~~their successors are duly elected and ~~qualifies. Ms. Wenzel~~qualify. Mr. Weil and Mr. DiPalma currently serve as a Class ~~I director~~III directors of the ~~Company.~~Company and agreed to be named in this Proxy Statement and to serve as a director if elected. Mr. Weil also satisfies the condition that at least one of the directors be a “managing director” as that term is defined in the Company’s Bylaws.

The proxy ~~holder~~holders named on the proxy card ~~intends~~intend to vote “FOR” the election of ~~Ms. Wenzel~~Mr. Weil and Mr. DiPalma as Class ~~I director.~~III directors. The election of ~~Ms. Wenzel~~the Class III directors requires the affirmative vote of a plurality of all the votes cast at the Annual Meeting, provided that a quorum is present. ~~Abstentions~~Withhold votes and broker non-votes, if any, ~~are applicable,~~ will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum.

We know of no reason why ~~Ms. Wenzel~~Mr. Weil and Mr. DiPalma will be unable to serve if elected. If, at the time of the Annual Meeting, ~~Wenzel~~Mr. Weil or Mr. DiPalma should become unable to serve, shares represented by the proxies will be voted “FOR” any substitute nominee designated by the Board of Directors. No proxy will be voted for a greater number of persons than the number of nominees described in this Proxy Statement.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE ELECTION OF ~~ABBY~~EDWARD M. ~~WENZEL~~WEIL, JR. AND LOUIS P. DIPALMA AS CLASS ~~I DIRECTOR,~~III DIRECTORS, TO SERVE UNTIL THE COMPANY’S ~~2024~~2026 ANNUAL MEETING AND UNTIL ~~HER SUCCESSOR IS~~THEIR SUCCESSORS ARE DULY ELECTED AND ~~QUALIFIES.~~QUALIFY.

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PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the Board of Directors has selected and appointed ~~PwC~~PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, ~~2021.~~2023.

Although ratification by stockholders is not required by law, ~~or by~~ our charter or ~~bylaws,~~Bylaws, our audit committee believes that submission of its selection to stockholders is a matter of good corporate governance. ~~PwC~~PricewaterhouseCoopers LLP reports directly to our audit committee. Even if the appointment is ratified, our audit committee, in its discretion, may select a different independent registered public accounting firm at any time if our audit committee believes that such a change would be in the best interests of the Company. If our stockholders do not ratify the appointment of ~~PwC,~~PricewaterhouseCoopers LLP, our audit committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm.

This proposal requires the affirmative vote of a majority of all of the votes cast at the Annual Meeting, provided that a quorum is present. Abstentions will not be counted as votes cast and will have no effect on the result of the vote on this proposal, although they will be considered present for the purpose of determining the presence of a quorum. Because brokers have discretionary voting authority with regard to this proposal we do not expect any broker non-votes in connection with this proposal.

A representative of ~~PwC~~PricewaterhouseCoopers LLP will attend the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.

~~KPMG~~Fees

The following table summarizes the fees billed to us for professional services rendered by PricewaterhouseCoopers LLP, ~~(“KPMG”) audited our consolidated financial statements every year since~~all of which have been approved by the ~~year ended December 31, 2014 through the year ended December 31, 2018. No representative of KPMG is expected to attend the Annual Meeting.~~

~~On March 14, 2019, our~~ audit committee, dismissed KPMG and approved the engagement of PwC as its new independent registered public accounting firm for the fiscal year ending December 31, 2019. Both the dismissal and the engagement were effective immediately upon the filing of our Annual Report on Form 10-K for the year ending December 31, 2018 with the SEC, which occurred on March 15, 2019.

~~KPMG’s audit reports on the Company’s consolidated financial statements~~ for the fiscal years ended December 31, ~~2018 and 2017 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.~~

During the fiscal years ended December 31, 2018 and 2017 and the period from January 1, 2019 through March 14, 2019: (i) there were no disagreements between us and KPMG on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference to the subject matter of the disagreement in its report on our consolidated financial statements; and (ii) there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K).

Prior to engaging PwC, during the fiscal years ended December 31, 2018 and 2017 and the period from January 1, 2019 through March 14, 2019, neither we nor anyone acting on our behalf had consulted PwC regarding either: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, nor did PwC provide a written report or oral advice to us that PwC concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

~~Fees~~

No fees for review and audit services rendered by PwC were incurred prior to their engagement for these services in March 2019. PwC had previously provided certain tax services as described below under “— Tax Fees.”

~~Audit Fees~~

PwC provides professional services relating to audits of our annual consolidated financial statements and internal controls over financial reporting, reviews of our quarterly SEC filings, income tax provision procedures, purchase price accounting procedures and review of proxy and other registration statements, and

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~~other audit services related to a statutory audit requirement. Aggregate audit fees billed by PwC for the years ended December 31, 2020~~2022 and December 31, ~~2019 were approximately $1,086,400 and $327,600, respectively. There were no audit fees billed by KPMG for the year ended December 31, 2019.~~2021, respectively:

~~Audit Related Fees~~

Audit related fees include audit and other assurance related services relating to individual real estate properties that are required under local tax law. There were no audit related fees billed by PwC for the years ended December 31, 2020 or December 31, 2019. There were no audit related fees billed by KPMG for the year ended December 31, 2019.

~~Tax Fees~~

~~There were no tax compliance fees billed by PwC for the years ended December 31, 2020 or December 31, 2019. There were no tax fees billed by KPMG for the year ended December 31, 2019.~~

~~All Other Fees~~

~~There were no other fees billed by PwC for the years ended December 31, 2020 or December 31, 2019. There were no other fees billed by KPMG for the year ended December 31, 2019.~~

	2022			2021
Audit Fees		$	1,072,800		$	926,000
Audit Related Fees			—			—
Tax Fees			—			—
All Other Fees			—			—
Total		$	1,072,800		$	926,000

Pre-Approval Policies and Procedures

In considering the nature of the services provided by the independent registered public accounting firm, our audit committee determined that ~~such~~the services are compatible with the provision of independent audit services. Our audit committee discussed these services with the independent registered public accounting firm and the Company’s management to determine that they are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the related requirements of the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants. All services rendered by ~~PwC following its engagement as our independent registered public accounting firm or KPMG~~PricewaterhouseCoopers LLP were pre-approved by the audit committee.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF ~~PwC~~PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, ~~2021.~~2023.

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CODE OF ETHICS AND CORPORATE GOVERNANCE GUIDELINES

The Board ~~of Directors~~ adopted an Amended and Restated Code of Business Conduct and Ethics ~~effective as of August 18, 2020~~ (the “Code of Ethics”)~~, which is applicable~~ that applies to ~~the directors,~~all of our executive officers and ~~employees of the Company and its subsidiaries and affiliates. The Code of Ethics covers topics~~directors, including but not limited to, ~~conflicts~~our principal executive officer and principal financial officer. We have also adopted corporate governance guidelines to assist the Board of ~~interest, confidentiality~~Directors in the exercise of ~~information, full and fair disclosure, reporting~~its responsibilities.

A copy of ~~violations and compliance with laws and regulations.~~

~~The~~our Code of Ethics ~~is available on the Company’s website at~~ ~~www.newyorkcityreit.com~~and corporate governance guidelines may be obtained, free of charge, by ~~clicking on “Investor Relations — Governance — Code of Business Conduct and Ethics.” You may also obtain~~sending a ~~copy of the Code of Ethics by writing~~written request to our ~~secretary at: New York City REIT, Inc.,~~executive office: 650 Fifth Avenue, 30th30th Floor, New York, New York 10019, Attention: Secretary. Only the Board of Directors or a committee of the Board of Directors with specific delegated authority may grant waivers of this Code of Ethics. Any waivers will be promptly disclosed to the extent required by law. TheChief Financial Officer. Our Code of Ethics ~~may be amended or modified by the Board of Directors, after receiving appropriate recommendation from any relevant committee, as appropriate.~~and corporate governance guidelines are also publicly available on our website at www.americanstrategicinvestment.com. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics to our chief executive officer, chief financial officer, chief accounting officer or controller or persons performing similar functions, we will disclose the nature of the amendment or waiver on ~~our~~that website or in a ~~Current Report~~current report on Form 8-K.

OTHER MATTERS PRESENTED FOR ACTION AT THE ANNUAL MEETING

~~Our~~Except as described herein, our Board ~~of Directors~~ does not intend to present for consideration at the Annual Meeting ~~or any postponements or adjournments~~ thereof any matter other than those specifically set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented for consideration at the meeting, either of the persons named in the proxy, acting individually and without the other, will vote thereon pursuant to his or her ~~discretion.~~discretion, to the extent permitted by Rule 14a-4(c) under the Exchange Act.

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STOCKHOLDER PROPOSALS FOR THE ~~2022~~2024 ANNUAL MEETING

Stockholder Proposals in the Proxy Statement

Rule 14a-8 under the Exchange Act addresses when a company must include a stockholder’s proposal in its proxy statement and identify the proposal in its form of proxy when the Company holds an annual or special meeting of stockholders. ~~For stockholder~~Stockholder proposals ~~within the scope of~~submitted under Rule 14a-8 ~~and~~must be submitted in accordance with the procedures specified ~~thereunder, in order for the proposal to be considered for inclusion~~ in the ~~proxy statement and proxy card relating to our 2022 Annual Meeting, the proposal must comply with Rule 14a-8~~rule and be received at our principal executive offices by ~~November 30, 2021.~~December 20, 2023. Any proposal received after such date will be considered untimely.

Stockholder Proposals and Nominations for Directors to Be Presented at Meetings

~~For~~Requests for inclusion of any proposal ~~that is not submitted for inclusion in~~under our ~~proxy material for our 2022 Annual Meeting but is instead sought~~Bylaws or to ~~be presented directly at that meeting, the proposal~~nominate persons to serve as a director must be submitted in accordance with the procedures set forth in our ~~bylaws.~~Bylaws and include the information specified in the Bylaws. Under our ~~bylaws, for~~current Bylaws, proposals to nominate a director ~~nomination~~ or other stockholder ~~proposal~~proposals must be in writing and, to be properly submitted for presentation at our ~~2022~~2024 Annual Meeting, must be received by our secretary ~~must receive written notice of the proposal~~ at our principal executive offices during the period beginning on ~~October 31, 2021~~November 20, 2023 and ending at 5:00 p.m., Eastern Time, on ~~November~~December 20, 2023. In addition, in order to comply with the SEC’s universal proxy rules, any stockholder who intends to solicit proxies in support of director nominees other than our nominees for the 2024 Annual Meeting must also provide notice that sets forth the information required by Rule 14a-19(b) under the Exchange Act no later than April 6, 2024, including providing a statement that such stockholder intends to solicit the holders of shares of Common Stock representing at least 67% of the voting power of the Common Stock entitled to vote on the election of directors in support of director nominees other than the Company’s nominees. If the 2024 Annual Meeting is changed by more than 30 ~~2021. Additionally, a stockholder proposal~~calendar days from the first anniversary of the 2023 Annual Meeting, stockholders must ~~contain certain~~also provide notice that sets forth the information ~~specified in our bylaws.~~required by Rule 14a-19(b) under the Exchange Act no later than the later of 60 calendar days prior to the date of the 2024 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2024 Annual Meeting is first made.

All nominations ~~must also comply with our bylaws. All~~and proposals should be sent via registered, certified or express mail to our secretary at our principal executive offices at: ~~New York City REIT, Inc.~~American Strategic Investment Co., 650 Fifth Avenue, 30th30th Floor, New York, NYNew York 10019, Attention: Secretary (telephone: (212) 415-6500).

By Order of the Board of Directors,

/s/ Edward M. Weil, Jr.

Edward M. Weil, Jr.
Executive Chairman, Chief Executive Officer,
President and Secretary

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TABLE OF CONTENTS

~~NEW YORK CITY REIT, INC. 650 FIFTH AVENUE, 30TH FLOOR NEW YORK, NY 10019 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET~~ ~~Before The Meeting —~~ ~~Go to~~ ~~www.proxyvote.com/NYC or scan the QR Barcode above~~ Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ~~During The Meeting —~~ ~~Go to~~ ~~www.virtualshareholdermeeting.com/NYC2021~~ You may attend the meeting in person via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE — 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D39988-P50793 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY Date Signature (Joint Owners) Date Signature [PLEASE SIGN WITHIN BOX] Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. ~~NOTE:~~ Such other business as may properly come before the meeting or any postponement or adjournment thereof. 1a. Abby M. Wenzel 2.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021. For Against Abstain The Board of Directors recommends you vote FOR the following proposals: 1. Election of Director Nominee for Class I Director: NEW YORK CITY REIT, INC. [MISSING IMAGE: px_annualmeeting01-bw.jpg]

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~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~ The Proxy Statement, the Notice of Annual Meeting and the Company’s Form 10-K are available at www.proxyvote.com/NYC. D39989-P50793 New York City REIT, Inc. Annual Meeting of Stockholders May 11, 2021 2:00 PM This proxy is solicited by the Board of Directors The undersigned stockholder of New York City REIT, Inc., a Maryland corporation (the “Company”), hereby appoints Edward M. Weil, Jr. and Christopher J. Masterson, and each of them, as proxies for the undersigned with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Company to be held via a live webcast at www.virtualshareholdermeeting.com/NYC2021 on May 11, 2021, commencing at 2:00 PM, Eastern Time, and any and all adjournments and postponements thereof, to cast, on behalf of the undersigned, all votes that the undersigned is entitled to cast, and otherwise to represent the undersigned, at such Annual Meeting and all adjournments and postponements thereof, with all power possessed by the undersigned as if personally present and to vote in his or her discretion on such matters as may properly come before the Annual Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and of the accompanying Proxy Statement, which are hereby incorporated by reference, and revokes any proxy heretofore given with respect to such meeting. When this proxy is properly executed, the votes entitled to be cast by the undersigned stockholder will be cast in the manner directed on the reverse side. If this proxy is executed but no direction is made, the votes entitled to be cast by the undersigned stockholder will be cast “FOR” Proposals 1 and 2, as more particularly described in the accompanying Proxy Statement. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter, including a motion to adjourn or postpone the Annual Meeting to another time or place for the purpose of soliciting additional proxies, that may properly come before the Annual Meeting or any adjournment or postponement thereof. At the present time, the Board of Directors knows of no other matters to be presented at the Annual Meeting. Continued and to be signed on reverse side

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY V15191-P91499 For Withhold ! ! For Against Abstain ! ! ! ! ! AMERICAN STRATEGIC INVESTMENT CO. AMERICAN STRATEGIC INVESTMENT CO. 650 FIFTH AVE, 30TH FLOOR NEW YORK, NY 10019 Nominees: 1b. Louis P. DiPalma 1a. Edward M. Weil, Jr. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 2. Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered accounting firm for the year ending December 31, 2023. 3. To vote and otherwise represent the undersigned on any other matter that may properly come before the meeting or any postponement or adjournment thereof in the discretion of the proxy holder. 1. Election of Directors The Board of Directors recommends you vote FOR the following proposals: VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/NYC2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w V15192-P91499 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders: The Proxy Statement and the Annual Report to Shareholders are available at www.proxyvote.com. Continued and to be signed on reverse side AMERICAN STRATEGIC INVESTMENT CO. Annual Meeting of Shareholders June 5, 2023 1:00 p.m., EST This proxy is solicited by the Board of Directors The undersigned shareholder(s) of American Strategic Investment Co., a Maryland corporation (the “Company”), hereby appoint(s) Edward M. Weil, Jr. and Christopher J. Masterson, and each of them, as proxies for the undersigned with full power of substitution in each of them, to attend the Annual Meeting of Shareholders of the Company to be held virtually at www.virtualshareholdermeeting.com/NYC2023 on June 5, 2023, commencing at 1:00 p.m., EST, and any and all postponements or adjournments thereof, to cast at such Annual Meeting on behalf of the undersigned all votes that the undersigned is entitled to cast, and otherwise to represent the undersigned at such Annual Meeting and all postponements or adjournments thereof, with all power possessed by the undersigned as if personally present and to vote in his or her discretion on such matters as may properly come before the Annual Meeting, to the extent permitted by Rule 14a-4(c) under the Exchange Act. The undersigned hereby acknowledge(s) receipt of the Notice of Annual Meeting of Shareholders and of the accompanying proxy statement, the terms of each of which are hereby incorporated by reference, and revokes any proxy heretofore given with respect to such Annual Meeting. When this proxy is properly executed, the votes entitled to be cast by the undersigned shareholder will be cast in the manner directed on the reverse side. If this proxy is executed but no instruction if given, the votes entitled to be cast by the undersigned shareholder will be cast “FOR” the persons nominated by our Board of Directors and “FOR” Proposal 2, as more particularly each of described in the proxy statement. The votes entitled to be cast by the undersigned will be cast in the discretion of the proxy holder on any other matter, to the extent permitted by Rule 14a-4(c) under the Exchange Act, including a motion to postpone or adjourn the Annual Meeting to another time or place for the purpose of soliciting additional proxies, that may properly come before the Annual Meeting. At the present time, the Board of Directors knows of no other matters to be presented at the Annual Meeting.

	Page
PROXY STATEMENT		1
QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING		2
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		87
Board of Directors and Executive Officers		87
~~Nominee~~Nominees for Class IIII Director		8
Continuing Directors		9
Executive Officers		10
Information About the Board of Directors and its Committees		1110
Leadership Structure of the Board of Directors		11
Oversight of Risk Management		1211
Hedging Policy		1211
Audit Committee		12
Compensation Committee		12
~~Nominations~~Nominating and Corporate Governance Committee		13
Director Independence		1514
Managing Directors		14
Family Relationships		15
Compensation Committee Interlocks and Insider Participation		15
Communications with the Board of Directors		15
COMPENSATION AND OTHER INFORMATION CONCERNING OFFICERS, DIRECTORS AND CERTAIN STOCKHOLDERS		16
Compensation ~~of Executive Officers~~Discussion and Analysis		16
Pay Ratio		17
Summary Compensation Table		17
~~Compensation~~Grants of ~~Directors~~Plan-Based Awards		17
Outstanding Equity Awards at Fiscal Year End		18
Option Exercises and Stock Vested		18
Potential Payments Upon Termination or Change in Control		18
Compensation Policies and Practices Related Risk Management		18
Compensation of Directors		18
Share-Based Compensation		20
Securities Authorized for Issuance Under Equity Compensation Plans		20
Pay Versus Performance Disclosure		1821
STOCK OWNERSHIP BY DIRECTORS, OFFICERS AND CERTAIN STOCKHOLDERS		2023
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		2125
Advisor		21
~~Property Manager~~		2625
Indemnification Obligations		2730
Certain Conflict Resolution Procedures		2731
AUDIT COMMITTEE REPORT		2832
COMPENSATION COMMITTEE REPORT		33

	Page
PROPOSAL NO. 1 – ELECTION OF DIRECTOR		2934
PROPOSAL NO. 2 – RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		3035
Fees		3035
Pre-Approval Policies and Procedures		3135
CODE OF ETHICS		3236
OTHER MATTERS PRESENTED FOR ACTION AT THE ANNUAL MEETING		3236
STOCKHOLDER PROPOSALS FOR THE ~~2022~~2024 ANNUAL MEETING		3337
Stockholder Proposals in the Proxy Statement		3337
Stockholder Proposals and Nominations for Directors to Be Presented at Meetings		3337