Item 1.01 Entry into a Material Definitive Agreement.

On January 10, 2023, Gladstone Commercial Corporation (the "Company") amended and restated its existing advisory agreement, as amended from time to time (the "Agreement"), with Gladstone Management Corporation, a registered investment adviser (the "Adviser"), by entering into the Seventh Amended and Restated Investment Advisory Agreement between the Company and the Adviser (the "Amended Agreement"). The Company's entrance into the Amended Agreement was approved unanimously by its board of directors, including, specifically, its independent directors. The Amended Agreement eliminates the payment of the incentive fee, as applicable, for the quarters ending March 31, 2023 and June 30, 2023. The calculation of the other fees in the Amended Agreement remain unchanged. All other terms of the Agreement remained the same. All capitalized terms not defined in this Current Report on Form 8-K are defined in the Amended Agreement.

The description above is only a summary of the material provisions of the Amended Agreement and is qualified in its entirety by reference to a copy of the Amended Agreement, which will be filed with the Company's next periodic report.

Item 8.01. Other Events.

On January 10, 2023, the Company issued a press release, filed herewith as Exhibit 99.1, announcing that its board of directors declared monthly cash distributions for its common stock, senior common stock, 6.625% Series E Cumulative Redeemable Preferred Stock, 6.0% Series F Cumulative Redeemable Preferred Stock and 6.00% Series G Cumulative Redeemable Preferred Stock for each of January, February and March 2023.

A copy of the press release announcing the monthly cash distributions is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

Exhibit
  No.       Description

99.1          Press Release issued by Gladstone Commercial Corporation on
            January 10, 2023.

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

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