Item 1.01. Entry into a Material Definitive Agreement.

Amendment to Common Stock Sales Agreement

On February 22, 2022, Gladstone Commercial Corporation, a Maryland corporation (the "Company"), and its operating partnership, Gladstone Commercial Limited Partnership, a wholly-owned, consolidated subsidiary of the Company and a Delaware limited partnership (the "Operating Partnership"), entered into Amendment No. 1 to its existing At-the-Market Equity Offering Sales Agreement (the "Common Stock Sales Agreement"), with Robert W. Baird & Co. Incorporated, Goldman Sachs & Co. LLC, Stifel, Nicolaus & Company, Incorporated, BTIG, LLC, and Fifth Third Securities, Inc. (the "Common Stock Sales Agents"), dated December 3, 2019. The amendment permits shares of common stock to be issued pursuant to the Common Stock Sales Agreement under the Company's Registration Statement on Form S-3 (File No. 333-236143) and future registration statements on Form S-3 (the "Registration Statement"). The Company will file a prospectus supplement, also dated February 22, 2022, to the prospectus dated February 11, 2020, with the Securities and Exchange Commission (the "SEC") in connection with the offer and sale of the Common Shares.

The foregoing description of Amendment No. 1 to the Common Stock Sales Agreement is not complete and is qualified in its entirety by reference to the entire Amendment No. 1, a copy of which is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.



(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

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Exhibit No.       Description

1.1                 Amendment No. 1 to At-the-Market Equity Offering Sales
                  Agreement by and among the Registrant, Gladstone Commercial
                  Limited Partnership, Robert W. Baird & Co. Incorporated, Goldman
                  Sachs & Co. LLC, Stifel, Nicolaus & Company, Incorporated, BTIG,
                  LLC, and Fifth Third Securities, Inc.

1.2                 At-the-Market Equity Offering Sales Agreement by and among the
                  Registrant, Gladstone Commercial Limited Partnership,
                  Robert W. Baird & Co. Incorporated, Goldman Sachs & Co. LLC,
                  Stifel, Nicolaus & Company, Incorporated, BTIG, LLC, and Fifth
                  Third Securities, Inc., incorporated by reference to Exhibit 1.1
                  to the Registrant's Current Report on Form 8-K (File
                  No. 001-33097), filed December 3, 2019  .

5.1                 Opinion of Venable LLP regarding the legality of shares.

23.1                Consent of Venable LLP (included in Exhibit 5.1).

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

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