Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-39143
ALPINE INCOME PROPERTY TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
84-2769895
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
369 N. New York Avenue, Suite 201
Winter Park, Florida
32789
(Address of principal executive offices)
(Zip Code)
(407) 904-3324
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol
Name of each exchange on which registered:
COMMON STOCK, $0.01 PAR VALUE
PINE
NYSE
8.000% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK, $0.01 PAR VALUE
PINE/PA
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer
Accelerated Filer
Non-accelerated Filer
Smaller Reporting Company
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock outstanding on April 16, 2026 was 16,524,709.
INDEX
Page
No.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
3
Consolidated Balance Sheets – March 31, 2026 (Unaudited) and December 31, 2025
Consolidated Statements of Operations – Three months ended March 31, 2026 and 2025 (Unaudited)
4
Consolidated Statements of Comprehensive Income – Three months ended March 31, 2026 and 2025 (Unaudited)
5
Consolidated Statements of Stockholders’ Equity – Three months ended March 31, 2026 and 2025 (Unaudited)
6
Consolidated Statements of Cash Flows – Three months ended March 31, 2026 and 2025 (Unaudited)
7
Notes to Consolidated Financial Statements (Unaudited)
9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
38
Item 3. Quantitative and Qualitative Disclosures About Market Risk
46
Item 4. Controls and Procedures
PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
48
SIGNATURES
49
2
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
As of
March 31, 2026
December 31, 2025
ASSETS
Real Estate:
Land, at Cost
$
154,668
151,628
Building and Improvements, at Cost
342,371
344,138
Total Real Estate, at Cost
497,039
495,766
Less, Accumulated Depreciation
(58,586)
(54,446)
Real Estate—Net
438,453
441,320
Assets Held for Sale
375
8,077
Commercial Loans and Investments
217,158
167,553
Cash and Cash Equivalents
2,618
4,589
Restricted Cash
24,428
34,410
Intangible Lease Assets—Net
46,759
48,925
Straight-Line Rent Adjustment
2,246
2,092
Other Assets
13,089
8,908
Total Assets
745,126
715,874
LIABILITIES AND EQUITY
Liabilities:
Accounts Payable, Accrued Expenses, and Other Liabilities
11,054
7,877
Prepaid Rent and Deferred Revenue
16,053
14,031
Intangible Lease Liabilities—Net
4,631
4,971
Obligation Under Participation Agreement
20,298
10,000
Long-Term Debt—Net
359,428
377,739
Total Liabilities
411,464
414,618
Commitments and Contingencies—See Note 20
Equity:
Preferred Stock, 100 million shares authorized, $0.01 par value, 8.00% Series A Cumulative Redeemable Preferred Stock, $25.00 Per Share Liquidation Preference, 2,269,566 shares issued and outstanding as of March 31, 2026 and 2,083,328 shares issued and outstanding as of December 31, 2025
23
21
Common Stock, $0.01 par value per share, 500 million shares authorized, 16,450,757 shares issued and outstanding as of March 31, 2026 and 14,783,419 shares issued and outstanding as of December 31, 2025
165
148
Additional Paid-in Capital
349,884
313,690
Dividends in Excess of Net Income
(39,120)
(35,276)
Accumulated Other Comprehensive Income
1,509
1,293
Stockholders' Equity
312,461
279,876
Noncontrolling Interest
21,201
21,380
Total Equity
333,662
301,256
Total Liabilities and Equity
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except share and per share data)
Three Months Ended
March 31, 2025
Revenues:
Lease Income
12,602
11,826
Interest Income from Commercial Loans and Investments
5,758
2,301
Other Revenue
79
Total Revenues
18,406
14,206
Operating Expenses:
Real Estate Expenses
2,302
2,034
General and Administrative Expenses
1,859
1,716
Provision for Impairment
508
2,031
Depreciation and Amortization
7,215
7,307
Total Operating Expenses
11,884
13,088
Gain on Disposition of Assets
97
1,151
Net Income From Operations
6,619
2,269
Investment and Other Income
91
45
Interest Expense
(4,353)
(3,592)
Net Income (Loss)
2,357
(1,278)
Less: Net Loss (Income) Attributable to Noncontrolling Interest
(172)
99
Net Income (Loss) Attributable to Alpine Income Property Trust, Inc.
2,185
(1,179)
Less: Distributions to Preferred Stockholders
(1,122)
—
Net Income (Loss) Attributable to Common Stockholders
1,063
Per Common Share Data:
Basic
0.07
(0.08)
Diluted
0.06
Weighted Average Number of Common Shares:
15,544,745
14,628,921
16,768,599
15,852,775
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands)
Other Comprehensive Income (Loss)
Cash Flow Hedging Derivative - Interest Rate Swaps
233
(2,393)
Total Other Comprehensive Income (Loss)
Total Comprehensive Income (Loss)
2,590
(3,671)
Less: Comprehensive Loss (Income) Attributable to Noncontrolling Interest
Net Loss (Income) Attributable to Noncontrolling Interest
Other Comprehensive Loss (Income) Attributable to Noncontrolling Interest (1)
(17)
185
Comprehensive Loss (Income) Attributable to Noncontrolling Interest
(189)
284
Comprehensive Income (Loss) Attributable to Alpine Income Property Trust, Inc.
2,401
(3,387)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited, in thousands, except per share data)
For the three months ended March 31, 2026:
Preferred Stock at Par
Common Stock at Par
Balance January 1, 2026
Net Income
172
Common Stock Issuances to Directors
95
Stock Issuance, Net of Equity Issuance Costs
17
36,099
36,118
Preferred Stock Dividends ($0.500 per share)
Common Stock Dividends ($0.300 per share)
(4,907)
(368)
(5,275)
Other Comprehensive Income
216
Balance March 31, 2026
For the three months ended March 31, 2025:
Balance January 1, 2025
147
261,831
(15,722)
6,771
253,027
23,468
276,495
Net Loss
(99)
Common Stock Repurchases
(3)
(4,479)
(4,482)
Payment of Equity Issuance Costs
(71)
Common Stock Dividends ($0.285 per share)
(4,147)
(348)
(4,495)
Other Comprehensive Loss
(2,208)
(185)
Balance March 31, 2025
144
257,290
(21,048)
4,563
240,949
22,836
263,785
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flow From Operating Activities:
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided By Operating Activities:
Amortization of Intangible Lease Assets and Liabilities to Lease Income
(236)
(80)
Amortization of Deferred Financing Costs to Interest Expense
265
190
Accretion of Commercial Loans and Investments Origination Fees
(256)
Paid-In-Kind Accrued Interest
(544)
(97)
(1,151)
Non-Cash Compensation
Decrease (Increase) in Assets:
(157)
(131)
(1,871)
(331)
Increase (Decrease) in Liabilities:
70
27
(2,989)
(771)
Net Cash Provided By Operating Activities
4,360
5,828
Cash Flow From Investing Activities:
Acquisition of Real Estate Including Intangible Lease Assets and Liabilities
(39,988)
Proceeds from Disposition of Assets
5,530
11,149
Acquisition of Commercial Loans and Investments
(57,529)
(21,383)
Principal Payments Received on Commercial Loans and Investments
8,217
875
Proceeds from Sale of Participation Interest
10,763
Payments on Participation Obligation
(465)
(819)
Cash Received for Commercial Loan Reserves
8,179
2,073
Net Cash Used In Investing Activities
(25,305)
(48,093)
Cash Flow from Financing Activities:
Proceeds from Long-Term Debt
240,088
56,500
Payments on Long-Term Debt
(256,588)
(1,500)
Cash Paid for Loan Fees
(4,229)
(66)
Repurchases of Common Stock
Proceeds From Stock Issuances, Net
Dividends Paid - Preferred Stock
Dividends Paid - Common Stock
Net Cash Provided By Financing Activities
8,992
45,886
Net Increase (Decrease) in Cash and Cash Equivalents and Restricted Cash
(11,953)
3,621
Cash and Cash Equivalents and Restricted Cash, Beginning of Period
38,999
7,951
Cash and Cash Equivalents and Restricted Cash, End of Period
27,046
11,572
Reconciliation of Cash to the Consolidated Balance Sheets:
6,138
5,434
Total Cash
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest
4,816
3,173
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Unrealized Gain (Loss) on Cash Flow Hedge
8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BUSINESS AND ORGANIZATION
BUSINESS
Alpine Income Property Trust, Inc. (the “Company” or “PINE”) is a real estate investment trust (“REIT”) that owns and operates a high-quality portfolio of commercial net lease properties complemented by a portfolio of commercial loan investments. The terms “us,” “we,” “our,” and “the Company” as used in this report refer to Alpine Income Property Trust, Inc. together with our consolidated subsidiaries.
Our income property portfolio consists of 125 net leased properties located in 31 states. The properties in our portfolio are primarily subject to long-term, net leases, which generally require the tenant to pay directly or reimburse us for property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance and certain capital expenditures. The Company also originates and acquires commercial loans and investments. Our investments in commercial loans are generally secured by real estate or the borrower’s pledge of its ownership interest in an entity that owns real estate. As more fully described in Note 4, “Commercial Loans and Investments,” the four Sale-Leaseback Properties (defined in Note 4 below), which were purchased through sale-leaseback transactions that include tenant repurchase options are, for GAAP purposes, accounted for as financing arrangements. However, because the Sale-Leaseback Properties constitute real estate assets for both legal and tax purposes, we include the Sale-Leaseback Properties in the property portfolio when describing our property portfolio and for purposes of providing statistics related thereto.
The Company operates in two primary business segments: income properties and commercial loans and investments.
The Company has no employees and is externally managed by Alpine Income Property Manager, LLC, a Delaware limited liability company and a wholly owned subsidiary of CTO Realty Growth, Inc. (our “Manager”). CTO Realty Growth, Inc. (NYSE: CTO) is a Maryland corporation that is a publicly traded REIT and the sole member of our Manager (“CTO”). All of our executive officers also serve as executive officers of CTO, and one of our executive officers and directors, John P. Albright, also serves as an executive officer and director of CTO.
ORGANIZATION
The Company is a Maryland corporation that was formed on August 19, 2019. On November 26, 2019, the Company closed its initial public offering (“IPO”). We are externally managed by our Manager and conduct the substantial majority of our operations through Alpine Income Property OP, LP (the “Operating Partnership”). Our wholly owned subsidiary, Alpine Income Property GP, LLC (“PINE GP”), is the sole general partner of the Operating Partnership. Substantially all of our assets are held by, and our operations are conducted through, the Operating Partnership. As of March 31, 2026, we have a total common ownership interest in the Operating Partnership of 93.1%, with CTO holding, directly and indirectly, a 6.9% common ownership interest in the Operating Partnership. We also own 100% of the Series A Preferred Units of the Operating Partnership underlying the Series A Preferred Stock (hereinafter defined). Our interest in the Operating Partnership generally entitles us to share in cash distributions from, and in the profits and losses of, the Operating Partnership in proportion to our percentage ownership. We, through PINE GP, generally have the exclusive power under the partnership agreement to manage and conduct the business and affairs of the Operating Partnership, subject to certain approval and voting rights of the limited partners. Our Board of Directors (the “Board”) oversees our business and affairs.
The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income, determined without regard to the dividends paid deduction and excluding net capital gain, to its stockholders (which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles). As a REIT, the Company is generally not subject to U.S. federal corporate income tax to the extent of its distributions to stockholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to U.S. federal income tax on its taxable income at regular corporate rates and generally will not be permitted to qualify for treatment as a REIT for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions. Such an event could materially adversely affect the Company’s net income and net cash available for distribution to stockholders. Even if the Company qualifies for taxation as a REIT, the Company may be subject to state and local taxes on its income and property and federal income and excise taxes on its undistributed income.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. All inter-company balances and transactions have been eliminated in the consolidated financial statements.
SEGMENT REPORTING
Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 280, Segment Reporting, establishes standards related to the manner in which enterprises report operating segment information. The Company operates in two primary business segments including income properties and commercial loans and investments, as further discussed within Note 21, “Business Segment Data”. The Company has no other reportable segments. The Company’s chief executive officer, who is the Company’s chief operating decision maker (“CODM”), reviews financial information on a disaggregated basis for purposes of allocating and evaluating financial performance.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period presented. Actual results could differ from those estimates.
Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to PINE’s investment in properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets.
REAL ESTATE
The Company’s real estate assets are comprised of the properties in its portfolio, and are carried at cost, less accumulated depreciation, amortization, and impairment losses, if any. Such properties are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three months ended March 31, 2026 and 2025, was $4.6 million and $4.8 million, respectively.
10
LONG-LIVED ASSETS
The Company follows FASB ASC Topic 360-10, Property, Plant, and Equipment, in conducting its impairment analyses. The Company reviews the recoverability of long-lived assets, primarily real estate, and real estate held for sale, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of situations considered to be triggering events include: a substantial decline in operating cash flows during the period, a current or projected loss from operations, a property not fully leased or leased at rates that are less than current market rates, and any other quantitative or qualitative events deemed significant by management. Long-lived assets are evaluated for impairment by using an undiscounted cash flow approach, which considers future estimated capital expenditures. Impairment of long-lived assets is measured at the difference of carrying value and fair value less cost to sell.
PURCHASE ACCOUNTING FOR ACQUISITIONS OF REAL ESTATE SUBJECT TO A LEASE
Investments in real estate are carried at cost less accumulated depreciation, amortization, and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost. We evaluate each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.
In accordance with FASB guidance, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless management believes the lease includes bargain renewal options that are likely to be exercised, in which case the Company includes such renewal periods in the amortization period utilized. The Company considers both qualitative and quantitative factors in considering if a lease contains a bargain renewal option and the likelihood of a tenant exercising such option. The value of in-place leases and leasing costs are amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off.
ASSETS HELD FOR SALE
Investments in real estate which are determined to be “held for sale” pursuant to FASB Topic 360-10, Property, Plant, and Equipment are reported separately on the consolidated balance sheets at the lesser of carrying value or fair value, less costs to sell. Real estate investments classified as held for sale are not depreciated.
SALES OF REAL ESTATE
When properties are disposed of, the related cost basis of the real estate, intangible lease assets, and intangible lease liabilities, net of accumulated depreciation and/or amortization, and any accrued straight-line rental income balance for the underlying operating leases are removed, and gains or losses from the dispositions are reflected in net income within gains on dispositions of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method.
11
PROPERTY LEASE REVENUE
The rental arrangements associated with the Company’s property portfolio are classified as operating leases. The Company recognizes lease income on these properties on a straight-line basis over the term of the lease. Accordingly, contractual lease payment increases are recognized evenly over the term of the lease. The periodic difference between lease income recognized under this method and contractual lease payment terms (i.e., straight-line rent) is recorded as a deferred operating lease receivable and is included in straight-line rent adjustment on the accompanying consolidated balance sheets. The Company’s leases provide for reimbursement from tenants for variable lease payments including common area maintenance, insurance, real estate taxes and other operating expenses. A portion of our variable lease payment revenue is estimated each period and is recognized as rental income in the period the recoverable costs are incurred and accrued.
The collectability of tenant receivables and straight-line rent adjustments is determined based on, among other things, the aging of the tenant receivable, management’s evaluation of credit risk associated with the tenant and industry of the tenant, and a review of specifically identified accounts using judgment. As of March 31, 2026 and December 31, 2025, the Company’s allowance for doubtful accounts totaled $0.3 million and $0.2 million, respectively.
COMMERCIAL LOANS AND INVESTMENTS
Investments in commercial loans and investments held for investment are recorded at historical cost, net of unaccreted origination costs and current expected credit losses (“CECL”) reserve.
Pursuant to ASC 326, Financial Instruments - Credit Losses, the Company measures and records a provision for CECL each time a new investment is made, or a loan is repaid, as well as if changes to estimates occur during a quarterly measurement period. We are unable to use historical data to estimate expected credit losses as we have incurred no losses to date. Management utilizes a loss-rate method and considers macroeconomic factors to estimate its CECL allowance, which is calculated based on the amortized cost basis of the commercial loans.
Sales of participations in commercial loans and investments are evaluated for achievement of the characteristics of participating interest pursuant to ASC 860, Transfers and Servicing. If the sale of a participation has all of the characteristics of a participating interest, it achieves sale accounting, and the commercial loan or investment is presented net of the participating interest. If the sale of a participation does not have all of the characteristics of a participating interest, it does not achieve sale accounting and is treated as a secured borrowing. As of March 31, 2026, the Company’s participation in commercial loans and investments purchased by a third-party did not achieve sale accounting and has been presented as an Obligation under Participation Agreement within the liabilities portion of the Company’s consolidated balance sheets.
RECOGNITION OF INTEREST INCOME FROM COMMERCIAL LOANS AND INVESTMENTS
Interest income on commercial loans and investments includes interest payments made by the borrower and the accretion of loan origination fees, offset by the amortization of loan costs, if any. Interest payments are accrued based on the actual coupon rate and the outstanding principal balance and purchase discounts and loan origination fees are accreted into income using the effective yield method, adjusted for prepayments.
OPERATING LAND LEASE EXPENSE
The Company is the lessee under operating land leases for certain of its properties, which leases are classified as operating leases pursuant to FASB ASC Topic 842, Leases. The corresponding lease expense is recognized on a straight-line basis over the term of the lease and is included in real estate expenses in the accompanying consolidated statements of operations.
12
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of March 31, 2026 and December 31, 2025 include certain amounts over the Federal Deposit Insurance Corporation limits. The carrying value of cash and cash equivalents is reported at Level 1 in the fair value hierarchy, which represents valuation based upon quoted prices in active markets for identical assets or liabilities.
RESTRICTED CASH
Restricted cash totaled $24.4 million as of March 31, 2026, of which (i) $5.5 million is being held in three escrow accounts to be reinvested through the like-kind exchange structure into other income properties and (ii) $18.9 million is being held in interest, real estate tax, insurance, and/or capital expenditure reserve accounts related to the Company’s portfolio of commercial loans and investments.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITY
The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20, Derivatives and Hedging. Depending upon the hedge’s value at each balance sheet date, the derivatives are included in either other assets or accounts payable, accrued expenses, and other liabilities on the accompanying consolidated balance sheet at its fair value. On the date each interest rate swap was entered into, the Company designated the derivatives as a hedge of the variability of cash flows to be paid related to the recognized long-term debt liabilities.
The Company documented the relationship between the hedging instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedges’ inception, the Company assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items and will continue to do so on a quarterly basis.
Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items (see Note 14, “Interest Rate Swaps”).
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable included in other assets, accounts payable, and accrued expenses and other liabilities at as of March 31, 2026 and December 31, 2025, approximate fair value because of the short maturity of these instruments. The carrying value of the Revolving Facility, hereinafter defined, approximates current market rates for revolving credit arrangements with similar risks and maturities. The Company estimates the fair value of its commercial loans and investments and term loans based on incremental borrowing rates for similar types of borrowing arrangements with the same remaining maturity and on the discounted estimated future cash payments to be made for other debt. The discount rate used to calculate the fair value of debt approximates current lending rates for loans and assumes the debt is outstanding through maturity. Since such amounts are estimates that are based on limited available market information for similar transactions, which is a Level 2 non-recurring measurement, there can be no assurance that the disclosed value of any financial instrument could be realized by immediate settlement of the instrument.
13
FAIR VALUE MEASUREMENTS
The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:
EARNINGS PER COMMON SHARE
Basic earnings per common share is computed by dividing net income (loss) attributable to the Company for the period by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per common share is determined based on the assumption that the OP Units issued are redeemed for shares of our common stock on a one-for-one basis.
INCOME TAXES
The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. We believe the Company has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. The Company may form one or more taxable REIT subsidiaries (“TRSs”), which will be subject to applicable U.S. federal, state and local corporate income tax on their taxable income. For the periods presented, the Company did not have any TRSs that would be subject to taxation.
CONCENTRATION OF CREDIT RISK
Certain individual tenants in the Company’s portfolio of properties accounted for more than 10% of lease income from the Company’s income properties during the three months ended March 31, 2026 and 2025.
During the three months ended March 31, 2026, Lowe’s and Dick’s Sporting Goods accounted for 12% and 11% of lease income revenue, respectively. During the three months ended March 31, 2025, Dick’s Sporting Goods accounted for 12% of lease income revenue.
As of March 31, 2026 and December 31, 2025, 14% of the Company’s income property portfolio, based on square footage, was located in the state of Texas.
14
RECENT ACCOUNTING DEVELOPMENTS
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) which requires additional disclosures regarding public company’s expenses and addresses requests from investors for more detailed information about the types of expenses (e.g., purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (e.g., cost of sales; selling, general, and administrative (SG&A); and research and development (R&D). ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.
NOTE 3. PROPERTY PORTFOLIO
As of March 31, 2026, the Company’s income property portfolio consisted of 125 properties, including four properties classified as commercial loans and investments, with total square footage of 4.3 million.
Leasing revenue consists of long-term rental revenue from net leased commercial properties, which is recognized as earned, using the straight-line method over the life of each lease. Lease payments below include straight-line base rental revenue as well as the non-cash accretion of above and below market lease amortization. The variable lease payments are comprised of percentage rent payments and reimbursements from tenants for common area maintenance, insurance, real estate taxes, and other operating expenses.
The components of leasing revenue are as follows (in thousands):
Lease Payments
10,813
10,200
Variable Lease Payments
1,789
1,626
Total Lease Income
Minimum Future Rental Receipts. Minimum future rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to March 31, 2026, are summarized as follows (in thousands):
Year Ending December 31,
Amounts
Remainder of 2026
31,398
2027
38,966
2028
34,584
2029
29,438
2030
25,445
2031
22,606
2032 and Thereafter (Cumulative)
88,427
Total
270,864
2026 Activity. During the three months ended March 31, 2026, the Company acquired one property for a purchase price of $10.0 million through a sale-leaseback transaction that includes a tenant repurchase option (the "2026 Sale-Leaseback Property”). Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases, GAAP requires that the $10.0 million investment be accounted for as a financing arrangement, and accordingly the related assets and corresponding revenue are included in the Company’s commercial loans and investments in the accompanying consolidated balance sheets and consolidated statements of operations. However, as the property constitutes as a real estate asset for both legal and tax purposes, we include it in the property portfolio when describing our property portfolio and for purposes of providing statistics related thereto.
During the three months ended March 31, 2026, the Company sold three properties for an aggregate sales price of $5.8 million, generating aggregate gains on sale of $0.1 million.
15
2025 Activity. During the three months ended March 31, 2025, the Company acquired three properties for a combined purchase price of $39.7 million, or a total cost of $39.9 million including capitalized acquisition costs. The properties are located in three different states, leased to three different tenants, and had a weighted average remaining lease term of 14.3 years at the time of acquisition. Of the total acquisition cost, $4.7 million was allocated to land, $28.8 million was allocated to buildings and improvements, and $6.4 million was allocated to intangible assets pertaining to the in-place lease value, leasing fees, and above market lease value. The weighted average amortization period for the intangible assets was 14.1 years at acquisition.
During the three months ended March 31, 2025, the Company sold three properties for an aggregate sales price of $11.7 million, generating aggregate gains on sale of $1.2 million.
NOTE 4. COMMERCIAL LOANS AND INVESTMENTS
2026 Activity. During the three months ended March 31, 2026, the Company originated one commercial loan for $32.0 million with an initial yield of 13% and acquired the 2026 Sale-Leaseback Property for a purchase price of $10.0 million. Additionally, during the three months ended March 31, 2026, two loan investments total face amounts were upsized by an aggregate of $31.9 million. In the aggregate, during the three months ended March 31, 2026, commercial loan and investment volume for new loan originations totaled $73.9 million, of which $50.4 million was funded, and $1.0 million of origination fees were received during the same period. Additionally, the Company funded $8.5 million for existing loans and received $8.2 million of principal repayments from borrowers during the three months ended March 31, 2026.
During the three months ended March 31, 2026, the Company upsized and funded the 2025 Mortgage Note (hereinafter defined) by an additional $31.8 million and sold an additional $10.8 million A-1 participation interest, in the 2025 Mortgage Note (the “2026 Loan Participation Sale”). In the aggregate, the initial 2025 Mortgage Note totaled $61.3 million and the initial A-1 participation interest, which is entitled to a 10.0% yield on its respective portion of the outstanding principal balance and has priority preference with respect to all principal and interest payments of the 2025 Mortgage Note, totaled $20.8 million. The 2026 Loan Participation Sale did not achieve sale accounting pursuant to ASC 860, Transfers and Servicing, and accordingly, is treated as a secured borrowing. See Note 12, “Obligations Under Participation Agreement” for further information.
2025 Activity. During the three months ended March 31, 2025, the Company originated two commercial loans for an investment volume of $21.7 million at a weighted average initial yield of 9.6%. Additionally, during the three months ended March 31, 2025, the Company amended four existing commercial loan investments whereby certain maturity dates were extended and two loan investments total face amounts were upsized by an aggregate of $17.8 million. In the aggregate, during the three months ended March 31, 2025, commercial loan and investment activity totaled $39.5 million at a weighted average initial cash yield of 9.5%.
During the year ended December 31, 2025, the Company originated a $29.5 million first mortgage secured by a portfolio of assets and related improvements (the “2025 Mortgage Note”). The 2025 Mortgage Note is being repaid by the borrower as the underlying assets within the portfolio are sold. During the year ended December 31, 2025, the Company sold a $10.0 million A-1 participation interest (the “2025 Loan Participation Sale”) in its 2025 Mortgage Note, which is entitled to a 10.0% yield on its respective portion of the outstanding principal balance and has priority preference with respect to all principal and interest payments of the 2025 Mortgage Note. The 2025 Loan Participation Sale did not achieve sale accounting pursuant to ASC 860, Transfers and Servicing, and accordingly, is treated as a secured borrowing. See Note 12, “Obligations Under Participation Agreement” for further information.
Other Activity. During the year ended December 31, 2024, the Company acquired three single-tenant income properties in the greater Tampa Bay, Florida area. The acquisition of the three properties and the 2026 Sale-Leaseback Property (collectively, the “Sale-Leaseback Properties”) were structured as sale-leaseback transactions that include tenant repurchase options. Pursuant to FASB ASC Topic 842, Leases, the future repurchase rights present in the lease agreements preclude the transaction from being accounted for as a real estate acquisition. Accordingly, for GAAP purposes, the acquisitions of the Sale-Leaseback Properties are accounted for as financing arrangements, and the related assets and corresponding revenue are included in the Company’s commercial loans and investments on its consolidated balance sheets and consolidated statements of operations. The Company has imputed interest on the leases for the properties which is recognized as interest income from commercial loans and investments on the accompanying consolidated statements of operations.
16
The Company’s commercial loans and investments were comprised of the following at March 31, 2026 (in thousands):
Description
Date of Investment
Maturity Date
Original Face Amount
Current Face Amount
Carrying Value
Coupon Rate
Construction Loan – Wawa Land Development – Greenwood, IN
July 2023
July 2026
14,980
11,326
11,347
9.50%
Construction Loan – Wawa Land Development – Antioch, TN
October 2023
October 2026
7,425
6,742
6,756
10.25%
Sale-Leaseback – Bradenton Beach, FL
August 2024
August 2029 (1)
9,608
9,496
8.30%
Sale-Leaseback – Anna Maria, FL
16,408
16,216
Sale-Leaseback – Long Boat Key, FL
5,408
5,345
Mortgage Note – At Home Plaza – North Canton, OH
March 2025
March 2028
6,200
8.65%
Construction Loan – Retail Land Development – Stuart, FL
March 2027
15,500
8,964
8,887
11.00%
Construction Loan – Cornerstone Exchange – Daytona Beach, FL
May 2025
April 2027
23,905
7,625
7,512
10.00%
Mortgage Note – Old Time Pottery – Orange Park, FL
June 2025
June 2028
4,000
8.00%
Mortgage Note – Industrial – Fremont, CA
August 2025
August 2027
24,000
23,788
Mortgage Note – Commercial Building – Reno, NV
September 2025
September 2027
Mortgage Note – Luxury Residential Development – Austin, TX (2)
October 2025
October 2028
61,250
60,276
59,148
17.00%
Construction Loan – Mixed-Use Development – Lake Toxaway, NC
October 2027
13,500
7,753
7,645
16.00%
(4)
Construction Loan – Costco Mixed-Use Development – Atlanta, GA
November 2027
4,500
2,452
2,416
Redevelopment Loan – Mixed-Use Redevelopment – Denver, CO
December 2025
December 2028
8,613
8,427
12.00%
(5)
Mortgage Note – Mixed-Use Development – Herndon, VA
September 2028
20,000
20,101
19,847
(6)
Sale-Leaseback – Aspen, CO
January 2026
June 2027
9,995
8.39%
Construction Loan – Retail Development – Covington, GA
March 2026
April 2028
32,000
8,659
8,351
13.00%
(7)
286,184
221,763
219,376
CECL Reserve
(2,218)
Total Commercial Loans and Investments
The Company’s commercial loans and investments were comprised of the following at December 31, 2025 (in thousands):
14,800
9,144
9,165
6,309
6,317
Construction Loan – Retail Outparcels – Lawrenceville, GA
January 2024
7,200
1,099
1,095
11.25%
Construction Loan – Wawa Land Development – Mount Carmel, OH
June 2024
September 2026
6,127
11.50%
9,519
16,256
5,358
7,084
6,987
6,886
6,747
23,751
29,500
28,627
28,070
6,938
6,813
879
838
8,519
8,317
20,001
19,702
225,581
170,946
169,262
(1,709)
The carrying value of the commercial loans and investments consisted of the following at March 31, 2026 and December 31, 2025 (in thousands).
Unaccreted Origination Fees
(2,387)
(1,684)
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NOTE 5. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table presents the carrying value and estimated fair value of the Company’s financial instruments not carried at fair value on the consolidated balance sheets at March 31, 2026 and December 31, 2025 (in thousands):
Estimated Fair Value
Cash and Cash Equivalents - Level 1
Restricted Cash - Level 1
Commercial Loans and Investments - Level 2
231,117
179,214
Obligation Under Participation Agreement - Level 2
20,703
10,222
Long-Term Debt - Level 2
350,193
376,286
The estimated fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts.
The following tables present the fair value of assets measured on a recurring basis by level as of March 31, 2026 and December 31, 2025 (in thousands). See Note 14, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.
Fair Value at Reporting Date Using
Fair Value
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
2029 Term Loan Interest Rate Swap (1)
631
2031 Term Loan Interest Rate Swap (2)
1,336
Revolving Facility Interest Rate Swap (3)
409
2026 Term Loan Interest Rate Swap
624
2027 Term Loan Interest Rate Swap
1,486
Revolving Facility Interest Rate Swap
34
19
NOTE 6. INTANGIBLE ASSETS AND LIABILITIES
Intangible assets and liabilities consist of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs. Intangible assets and liabilities consisted of the following as of March 31, 2026 and December 31, 2025 (in thousands):
Intangible Lease Assets:
Value of In-Place Leases
57,179
56,614
Value of Above Market In-Place Leases
1,708
Value of Intangible Leasing Costs
19,377
19,457
Sub-total Intangible Lease Assets
78,264
77,779
Accumulated Amortization
(31,505)
(28,854)
Sub-total Intangible Lease Assets—Net
Intangible Lease Liabilities:
Value of Below Market In-Place Leases
(7,644)
(7,763)
Sub-total Intangible Lease Liabilities
3,013
2,792
Sub-total Intangible Lease Liabilities—Net
(4,631)
(4,971)
Total Intangible Assets and Liabilities—Net
42,128
43,954
The following table reflects the net amortization of intangible assets and liabilities during the three months ended March 31, 2026 and 2025 (in thousands):
Amortization Expense
2,640
2,519
Accretion to Properties Revenue
Net Amortization of Intangible Assets and Liabilities
2,404
2,439
The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands):
Future Amortization Expense
Future Accretion to Property Revenue
Net Future Amortization of Intangible Assets and Liabilities
7,369
(694)
6,675
8,392
(949)
7,443
6,873
(735)
5,935
(497)
5,438
4,963
(311)
4,652
4,438
(280)
4,158
2032 and Thereafter
7,754
(130)
7,624
45,724
(3,596)
As of March 31, 2026, the weighted average amortization period of both the total intangible assets and liabilities was 8.8 years.
20
NOTE 7. PROVISION FOR IMPAIRMENT
Income Properties. The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of long-lived assets required to be assessed for impairment is determined on a non-recurring basis using Level 3 inputs in the fair value hierarchy. These Level 3 inputs may include, but are not limited to, letters of intent on specific properties, executed purchase and sale agreements on specific properties, third person valuations, discounted cash flow models, and other model-based techniques.
There were no impairment charges on the Company’s income property portfolio during the three months ended March 31, 2026.
During the three months ended March 31, 2025, the Company recorded a $1.8 million impairment charge primarily related to the provision for losses related to two retail properties, leased to Walgreens, within the Company’s income properties segment, which are classified as held for sale. The impairment charge of $1.8 million is equal to the estimated sales prices for these assets pursuant to purchase and sale agreements executed during the three months ended March 31, 2025, less the book value of the assets as of March 31, 2025, less estimated costs to sell.
Commercial Loans and Investments. The Company evaluates the collectability of its commercial loans and investments on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company accounts for provisions for expected credit losses in accordance with ASC Topic 326, Measurement of Credit Losses on Financial Instruments. Changes in the Company’s allowance for credit losses are presented within the provision for impairment in the accompanying consolidated statements of operations.
During the three months ended March 31, 2026 and 2025, the Company recorded charges of $0.5 million and $0.2 million, respectively, representing the provision for credit losses related to our commercial loans and investments. The impairment charges were driven by the initial estimated CECL allowance based on our investment activity during the three months ended March 31, 2026 and 2025. We are unable to use historical data to estimate expected credit losses as we have incurred no losses to date. Management utilizes a loss-rate method and considers macroeconomic factors to estimate its CECL allowance, which is calculated based on the amortized cost basis of the commercial loans.
NOTE 8. OTHER ASSETS
Other assets consisted of the following (in thousands):
Tenant Receivables—Net of Allowance for Doubtful Accounts (1)
1,447
889
Prepaid Insurance
655
250
Deposits on Acquisitions
Prepaid Expenses, Deposits, and Other
2,646
1,958
Deferred Financing Costs—Net
2,624
471
Interest Rate Swaps
2,488
2,315
Operating Leases - Right-of-Use Asset (2)
2,979
3,025
Total Other Assets
NOTE 9. OPERATING LAND LEASES
The Company is the lessee under operating land leases for certain of its properties. FASB ASC Topic 842, Leases, requires a lessee to recognize right-of-use assets and lease liabilities that arise from leases, whether qualifying as an operating or finance lease. As of March 31, 2026 and December 31, 2025, the Company’s right-of-use assets totaled $3.0 million and the corresponding lease liabilities totaled $3.1 million, which balances are reflected within other assets and accounts payable, accrued expenses, and other liabilities, respectively, on the consolidated balance sheets. The right-of-use assets and lease liabilities are measured based on the present value of the lease payments utilizing discount rates estimated to be equal to that which the Company would pay to borrow on a collateralized basis over a similar term, for an amount equal to the lease payments, in a similar economic environment.
The Company’s operating land leases do not include variable lease payments and generally provide renewal options, at the Company’s election, to extend the terms of the respective leases. Renewal option periods are included in the calculation of the right-of-use assets and corresponding lease liabilities when it is reasonably certain that the Company, as lessee, will exercise the option to extend the lease.
Amortization of right-of-use assets for operating land leases is recognized on a straight-line basis over the term of the lease and is included within real estate expenses in the consolidated statements of operations. Amortization totaled less than $0.1 million during the three months ended March 31, 2026 and 2025, respectively.
The following table reflects a summary of operating land leases, under which the Company is the lessee, for the three months ended March 31, 2026 and 2025 (in thousands):
Operating Cash Outflows
73
Weighted Average Remaining Lease Term
22.2
22.3
Weighted Average Discount Rate
4.3
%
4.2
Minimum future lease payments under non-cancelable operating land leases, having remaining terms in excess of one year subsequent to March 31, 2026, are summarized as follows (in thousands):
320
202
3,587
Total Lease Payments
5,302
Imputed Interest
(2,251)
Operating Leases – Liability
3,051
NOTE 10. ASSETS HELD FOR SALE
Assets held for sale was comprised of two properties as of March 31, 2026 and three properties as of December 31, 2025. One of the properties classified as held for sale as of December 31, 2025 was placed back into service during the three months ended March 31, 2026. The Company determined the property no longer met the criteria to be classified as held for sale as the sale is no longer deemed probable based on the likely termination of the underlying purchase and sale agreement. As a result, the Company recorded $0.3 million of depreciation and amortization expense during the three months ended March 31, 2026 to account for the property being placed back into service.
22
Assets held for sale consisted of the following (in thousands):
2,194
9,093
263
1,132
(39)
(105)
Assets Prior to Provision for Impairment
2,470
10,172
Less Provision for Impairment
(2,095)
Total Assets Held for Sale
NOTE 11. ACCOUNTS PAYABLE, ACCRUED EXPENSES, AND OTHER LIABILITIES
Accounts payable, accrued expenses, and other liabilities consisted of the following (in thousands):
Accounts Payable
58
Accrued Expenses
2,548
Tenant Security Deposits
124
Due to CTO
1,278
1,350
112
171
Loan Reserves
3,883
715
Operating Leases - Liability (1)
3,092
Total Accounts Payable, Accrued Expenses, and Other Liabilities
NOTE 12. OBLIGATION UNDER PARTICIPATION AGREEMENT
As discussed in Note 2, “Summary of Significant Accounting Policies,” the Company follows the guidance in FASB Topic ASC 860, Transfers and Servicing when accounting for participation in commercial loans and investments. ASC 860 states, if the sale of a participation does not have all of the characteristics of a participating interest, it does not achieve sale accounting and is treated as a secured borrowing and accordingly, the original commercial loan investment remains on the Company’s consolidated balance sheets and the proceeds are recorded as an obligation under participation agreement.
As described in Note 4, “Commercial Loans and Investments”, the Company’s 2025 Loan Participation Sale for $10.0 million and 2026 Loan Participation Sale for $10.8 million at a 10.0% interest rate did not achieve sale accounting. As of March 31, 2026, the Company’s obligation under participation agreement had a face value of $20.3 million, and the carrying value of the loan that is associated with this obligation under participation agreement was $20.1 million, net of a CECL reserve of $0.2 million. As of December 31, 2025, the Company’s obligation under participation agreement had a face value of $10.0 million, and the carrying value of the loan that is associated with this obligation under participation agreement was $9.9 million, net of a CECL reserve of $0.1 million.
NOTE 13. LONG-TERM DEBT
As of March 31, 2026, the Company’s outstanding indebtedness, at face value, was as follows. See Note 14, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.
Face Value Debt(in thousands)
Stated Interest Rate
Wtd. Avg. Rate as of March 31, 2026
Revolving Facility (1)
161,500
SOFR +[1.25% - 2.20%]
4.96%
February 2030
2029 Term Loan (2)
100,000
SOFR +[1.25% - 1.90%]
3.50%
February 2029
2031 Term Loan (3)
February 2031
Total Debt/Weighted-Average Rate
361,500
4.15%
Credit Facility. On February 4, 2026, the Company, the Operating Partnership, as borrower (the “Borrower”), and certain subsidiaries of the Borrower entered into an Amended and Restated Credit Agreement with Truist Bank, N.A., as administrative agent, and certain other lenders named therein (the “Amended and Restated Credit Agreement”). The Amended and Restated Credit Agreement provides for a $250 million senior unsecured revolving credit facility (the “Revolving Facility”), a $100 million senior unsecured term loan credit facility maturing in 2029 (the “2029 Term Loan”), and a $100 million senior unsecured term loan credit facility maturing in 2031 (the “2031 Term Loan” and, together with the Revolving Facility and the 2029 Term Loan, the “Facilities”). On February 4, 2026, in connection with the Borrower’s entry into the Amended and Restated Credit Agreement, the Borrower repaid all obligations outstanding under its previous credit agreement with KeyBank National Association, dated as of September 30, 2022, among the Company, as parent guarantor, the Borrower, certain subsidiaries of the Borrower, KeyBank National Association, as administrative agent, and certain other lenders named therein (as amended, the “Prior Credit Agreement”). As a result, the Prior Credit Agreement was terminated and the obligations thereunder were discharged.
The terms of the Amended and Restated Credit Agreement include, among other things:
24
As of March 31, 2026, the commitment level under the Revolving Facility was $250.0 million and the Company had an outstanding balance of $161.5 million. The available borrowing capacity under the Revolving Facility, subject to borrowing base restrictions, was $81.2 million as of March 31, 2026.
The Company is subject to customary restrictive covenants under the Amended and Restated Credit Agreement, including, but not limited to, limitations on the Company’s ability to: (a) incur indebtedness; (b) make certain investments; (c) incur certain liens; (d) engage in certain affiliate transactions; and (e) engage in certain major transactions such as mergers. The Amended and Restated Credit Agreement also contain financial covenants covering the Company, including but not limited to, tangible net worth and fixed charge coverage ratios. The Company was in compliance with all of its debt covenants as of March 31, 2026.
Long-term debt as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):
Due Within One Year
Revolving Facility
178,000
2026 Term Loan
2027 Term Loan
2029 Term Loan
2031 Term Loan
Financing Costs, net of Accumulated Amortization
(2,072)
(261)
Total Long-Term Debt
Payments applicable to reduction of principal amounts as of March 31, 2026 will be required as follows (in thousands):
Amount
Total Long-Term Debt - Face Value
The carrying value of long-term debt as of March 31, 2026 consisted of the following (in thousands):
In addition to the $2.1 million of financing costs, net of accumulated amortization included in the table above, as of March 31, 2026, the Company also had financing costs, net of accumulated amortization related to the Revolving Facility of $2.6 million which is included in other assets on the consolidated balance sheets. These costs are amortized on a straight-line basis over the term of the Revolving Facility and are included in interest expense in the consolidated statements of operations.
25
The following table reflects a summary of interest expense incurred and paid during the three months ended March 31, 2026 and 2025 (in thousands):
3,778
3,188
Interest Expense from Obligation Under Participation Agreement
310
214
Total Interest Expense
4,353
3,592
Total Interest Paid
NOTE 14. INTEREST RATE SWAPS
The Company has entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to the below noted borrowings. The interest rate agreements were 100% effective during the three months ended March 31, 2026 and 2025. Accordingly, the changes in fair value on the interest rate swaps have been classified in other comprehensive income. The fair value of the interest rate swap agreements are included in other assets and accounts payable, accrued expenses and other liabilities, respectively, on the consolidated balance sheets.
Information related to the Company’s interest rate swap agreements is noted below (in thousands):
Hedged Item
Effective Date
Rate
Fair Value as of March 31, 2026
2029 Term Loan (1)
5/21/2021
5/21/2026
2.05% +applicable spread
2/2/2029
3.36% +applicable spread
398
1/29/2027
2/4/2031
3.54%+applicable spread
(50)
2031 Term Loan (4)
11/29/2024
1/31/2027
1.61% +applicable spread
80,000
1,418
2031 Term Loan (5)
9/30/2022
3.84% +applicable spread
(32)
Revolving Facility (6)
3/1/2023
3/1/2028
3.21% +applicable spread
50,000
327
Revolving Facility (7)
4/4/2025
1/1/2027
3.43% +applicable spread
82
26
The use of interest rate swap agreements carries risks, including the risk that the counterparties to these agreements are not able to perform. To mitigate this risk, the Company enters into interest rate swap agreements with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not currently anticipate that any of the counterparties to the Company’s interest rate swap agreements will fail to meet their obligations. As of March 31, 2026 and December 31, 2025, there were no events of default related to the Company's interest rate swap agreements.
NOTE 15. EQUITY
SHELF REGISTRATION
On December 1, 2020, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, warrants, rights, and units with a maximum aggregate offering price of up to $350.0 million (the “2020 Registration Statement”). The Securities and Exchange Commission declared the 2020 Registration Statement effective on December 11, 2020.
On September 27, 2023, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $350.0 million (the “2023 Registration Statement”). The 2020 Registration Statement was terminated concurrently with the filing of the 2023 Registration Statement. The Securities and Exchange Commission declared the 2023 Registration Statement effective on September 29, 2023.
FOLLOW-ON PUBLIC OFFERING
In June 2021, the Company completed a follow-on public offering of 3,220,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 420,000 shares of common stock. Upon closing, the Company issued 3,220,000 shares and received net proceeds of $54.3 million, after deducting the underwriting discount and expenses.
COMMON STOCK ATM PROGRAM
On December 14, 2020, the Company implemented a $100.0 million “at-the-market” equity offering program (the “2020 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. During the year ended December 31, 2022, the Company sold 446,167 shares under the 2020 ATM Program for gross proceeds of $8.7 million at a weighted average price of $19.44 per share, generating net proceeds of $8.6 million after deducting transaction fees totaling $0.1 million. During the year ended December 31, 2021, the Company sold 761,902 shares under the 2020 ATM Program for gross proceeds of $14.0 million at a weighted average price of $18.36 per share, generating net proceeds of $13.8 million after deducting transaction fees totaling $0.2 million. The 2020 ATM Program was terminated in advance of implementing the 2022 ATM Program, hereinafter defined.
On October 21, 2022, the Company implemented a $150.0 million “at-the-market” equity offering program (the “2022 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. During the three months ended March 31, 2026, the Company sold 1,661,724 shares under the 2022 ATM Program for gross proceeds of $32.1 million at a weighted average price of $19.31 per share, generating net proceeds of $31.6 million after deducting transaction fees totaling $0.5 million. The Company was not active under the 2022 ATM Program during the three months ended March 31, 2025. During the year ended December 31, 2025, the Company sold 618,757 shares under the 2022 ATM Program for gross proceeds of $10.6 million at a weighted average price of $17.10 per share, generating net proceeds of $10.4 million after deducting transaction fees totaling $0.2 million. During the year ended December 31, 2024, the Company sold 1,059,271 shares under the 2022 ATM Program for gross proceeds of $19.1 million at a weighted average price of $18.04 per share, generating net proceeds of $18.8 million after deducting transaction fees totaling $0.3 million. During the year ended December 31, 2023, the Company sold 665,929 shares under the 2022 ATM Program for gross proceeds of $12.6 million at a weighted average price of $18.96 per share, generating net proceeds of $12.4 million after deducting transaction fees totaling $0.2 million. During the year ended December 31, 2022, the Company sold 1,479,241 shares under the 2022 ATM Program for gross proceeds of $27.8 million at a weighted average price of $18.81 per share, generating net proceeds of $27.4 million after deducting transaction fees totaling $0.4 million. As of March 31, 2026, $47.8 million of availability remained under the 2022 ATM Program.
In the aggregate, under the 2020 ATM Program and 2022 ATM Program, during the year ended December 31, 2022, the Company sold 1,925,408 shares for gross proceeds of $36.5 million at a weighted average price of $18.96 per share, generating net proceeds of $36.0 million after deducting transaction fees totaling $0.5 million.
PREFERRED STOCK
On November 5, 2025, the Company priced a public offering of 2,000,000 shares of the Company’s 8.00% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.00 per share. The offering closed on November 12, 2025, and the Company received gross proceeds of $50.0 million before deducting the underwriting discount and expenses, with net proceeds totaling $48.1 million.
On December 5, 2025, the Company implemented a $35.0 million “at-the-market” preferred stock equity offering program (the “2025 Preferred Stock ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s Series A Preferred Stock. During the three months ended March 31, 2026, the Company sold 186,238 shares under the 2025 Preferred Stock ATM Program for gross proceeds of $4.7 million at a weighted average price of $25.17 per share, generating net proceeds of $4.6 million after deducting transaction fees totaling less than $0.1 million. During the year ended December 31, 2025, the Company sold 83,328 shares under the 2025 Preferred Stock ATM Program for gross proceeds of $2.1 million at a weighted average price of $24.96 per share, generating net proceeds of $2.0 million after deducting transaction fees totaling less than $0.1 million. As of March 31, 2026, $28.2 million of availability remained under the 2025 Preferred Stock ATM Program.
The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company. The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed. The Series A Preferred Stock is not redeemable by the Company prior to November 12, 2030 except under limited circumstances intended to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes or upon the occurrence of a change of control, as defined in the Articles Supplementary designating the Series A Preferred Stock (the “Articles Supplementary”). Upon such change in control, the Company may redeem, at its election, the Series A Preferred Stock at a redemption price of $25.00 per share plus any accumulated and unpaid dividends up to, but excluding the date of redemption, and in limited circumstances, the holders of preferred stock shares may convert some or all of their Series A Preferred Stock into shares of the Company’s common stock at conversion rates set forth in the Articles Supplementary.
NONCONTROLLING INTEREST
As of March 31, 2026, CTO holds, directly and indirectly, a 6.9% noncontrolling ownership interest in the Operating Partnership as a result of 1,223,854 OP Units issued to CTO and its wholly owned subsidiaries at the time of the Company’s IPO.
DIVIDENDS
The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. To qualify as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate U.S. federal corporate income taxes payable by the Company. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows. During the three months ended March 31, 2026 and 2025, the Company declared and paid cash dividends on its common stock and OP Units of $0.300 and $0.285 per share, respectively.
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NOTE 16. COMMON STOCK AND EARNINGS PER SHARE
Basic earnings per common share is computed by dividing net income (loss) attributable to the Company for the period by the weighted average number of shares of common stock outstanding for the period. Diluted earnings per common share is determined based on the assumption that the OP Units are redeemed for shares of our common stock on a one-for-one basis.
The following is a reconciliation of basic and diluted earnings per common share (in thousands, except share and per share data):
Weighted Average Number of Common Shares Outstanding
Weighted Average Number of Common Shares Applicable to OP Units using Treasury Stock Method (1)
1,223,854
Total Shares Applicable to Diluted Earnings per Share
NOTE 17. SHARE REPURCHASES
In May 2023, the Board approved a $5.0 million stock repurchase program (the “2023 $5.0 Million Repurchase Program”). Under the 2023 $5.0 Million Repurchase Program, the Company repurchased 23,889 shares of its common stock on the open market for a total cost of $0.4 million, or an average price per share of $15.22, during the year ended December 31, 2023.
In July 2023, the Board approved a $15.0 million stock repurchase program (the “2023 $15.0 Million Repurchase Program”). The 2023 $15.0 Million Repurchase Program replaced the 2023 $5.0 Million Repurchase Program. Under the 2023 $15.0 Million Repurchase Program, the Company repurchased 875,122 shares of its common stock on the open market for a total cost of $14.2 million, or an average price per share of $16.26, during the year ended December 31, 2023.
In aggregate, the Company repurchased 899,011 shares of its common stock on the open market for a total cost of $14.6 million, or an average price per share of $16.23, during the year ended December 31, 2023.
Under the 2023 $15.0 Million Repurchase Program, the Company repurchased 45,768 shares of its common stock on the open market for a total cost of $0.8 million, or an average price per share of $16.90, during the three months ended March 31, 2024, which completed the 2023 $15.0 Million Repurchase Program.
In February 2025, the Board approved a $10.0 million stock repurchase program (the “2025 $10.0 Million Repurchase Program”). The Company was not active under the 2025 $10.0 Million Repurchase Program during the three months ended March 31, 2026. Under the 2025 $10.0 Million Repurchase Program, the Company repurchased 273,825 shares of its common stock on the open market for a total cost of $4.5 million, or an average price per share of $16.33, during the three months ended March 31, 2025. Under the 2025 $10.0 Million Repurchase Program, the Company repurchased 546,390 shares of its common stock on the open market for a total cost of $8.8 million, or an average price per share of $16.07, during the year ended December 31, 2025.
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NOTE 18. STOCK-BASED COMPENSATION
Under the Company’s non-employee director compensation policy, each non-employee member of the Board receives a portion of their annual retainer fee in shares of Company common stock, and a portion in cash; and, with respect to the cash portion, each director may elect to receive such portion in shares of Company common stock rather than cash. The number of shares issued to the directors is calculated quarterly by dividing (i) the amount of the quarterly retainer fee payment due to such director by (ii) the 20-day trailing average closing price of the Company’s common stock as of the last business day of the quarter for which such payment applied, rounded down to the nearest whole number of shares. During the three months ended March 31, 2026, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.1 million, or 5,060 shares, which were issued on April 1, 2026. During the three months ended March 31, 2025, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.1 million, or 5,806 shares, which were issued on April 1, 2025.
NOTE 19. RELATED PARTY MANAGEMENT COMPANY
We are externally managed by the Manager, a wholly owned subsidiary of CTO. Subsequent to the IPO, through March 31, 2026, CTO has, directly and indirectly through a wholly owned subsidiary, purchased an aggregate of 431,912 shares of PINE common stock in the open market including (i) 109,081 shares purchased during the year ended December 31, 2025 for $1.6 million, or an average price per share of $14.24, (ii) 29,807 shares purchased during the year ended December 31, 2024 for $0.4 million, or an average price per share of $14.97, (iii) 129,271 shares purchased during the year ended December 31, 2023 for $2.1 million, or an average price per share of $16.21, (iv) 155,665 shares purchased during the year ended December 31, 2022 for $2.7 million, or an average price per share of $17.57 and (v) 8,088 shares purchased during the year ended December 31, 2021 for $0.1 million, or an average price per share of $17.65.
As of March 31, 2026, CTO owns, directly and indirectly through wholly owned subsidiaries, in the aggregate, 1,223,854 OP Units and 1,247,702 shares of PINE common stock, inclusive of (i) 394,737 shares of common stock totaling $7.5 million issued in connection with a private placement that closed concurrently with the IPO, (ii) 421,053 shares of common stock totaling $8.0 million issued in connection with the IPO, and (iii) 431,912 shares of common stock totaling $7.0 million purchased by CTO, directly and indirectly through a wholly owned subsidiary, subsequent to the IPO. The aggregate 1,223,854 OP Units and 1,247,702 shares of PINE common stock held by CTO represent an investment totaling $44.5 million, or 14.0% of PINE’s combined total of 17,674,611 shares of outstanding common stock and OP Units, as of March 31, 2026.
Management Agreement
On November 26, 2019, the Operating Partnership and PINE entered into a management agreement with the Manager (the “Management Agreement”). Pursuant to the terms of the Management Agreement, our Manager manages, operates, and administers our day-to-day operations, business and affairs, subject to the direction and supervision of the Board and in accordance with the investment guidelines approved and monitored by the Board. We pay our Manager a base management fee equal to 0.375% per quarter of our “total equity” (as defined in the Management Agreement and based on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears. Our Manager has waived a portion of the base management fee attributable to the inclusion of the net cash proceeds from the issuance of the Series A Preferred Stock in our “total equity” (the “Incremental Equity Base”), such that the base management fee rate on the Incremental Equity Base is equal to 0.75% per annum (0.1875% per quarter), instead of 1.50% per annum (0.375% per quarter) as provided in the Management Agreement.
Our Manager has the ability to earn an annual incentive fee based on our total stockholder return exceeding an 8% cumulative annual hurdle rate (the “Outperformance Amount”) subject to a high-water mark price. We would pay our Manager an incentive fee with respect to each annual measurement period in the amount of the greater of (i) $0.00 and (ii) the product of (a) 15% multiplied by (b) the Outperformance Amount multiplied by (c) the weighted average shares. No incentive fee was due for the year ended December 31, 2025.
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On July 18, 2024, the Operating Partnership and PINE entered into an amendment (the “Amendment”) to the Management Agreement with the Manager. The Amendment extended the expiration date of the initial term of the Management Agreement from November 26, 2024 to January 31, 2025, and on that date the term of the Management Agreement automatically renewed for a one-year term. The current term of the Management Agreement expires on January 31, 2027, and the Management Agreement will automatically renew for an unlimited number of successive one-year periods thereafter, unless the Management Agreement is not renewed or is terminated in accordance with its terms.
Our independent directors review our Manager’s performance and the management fees annually, and the Management Agreement may be terminated annually upon the affirmative vote of two-thirds of our independent directors or upon a determination by the holders of a majority of the outstanding shares of our common stock, based upon (i) unsatisfactory performance by the Manager that is materially detrimental to us or (ii) a determination that the management fees payable to our Manager are not fair, subject to our Manager’s right to prevent such termination due to unfair fees by accepting a reduction of management fees agreed to by two-thirds of our independent directors. We may also terminate the Management Agreement for cause at any time, without the payment of any termination fee, with 30 days’ prior written notice from the Board.
We pay directly or reimburse our Manager for certain expenses, if incurred by our Manager. We do not reimburse any compensation expenses incurred by our Manager or its affiliates. Expense reimbursements to our Manager are made in cash on a quarterly basis following the end of each quarter. In addition, we pay all of our operating expenses, except those specifically required to be borne by our Manager pursuant to the Management Agreement.
The Company incurred management fee expenses totaling $1.3 million during the three months ended March 31, 2026. The Company also paid dividends on the common stock and OP Units owned by affiliates of the Manager in the amount of $0.7 million for the three months ended March 31, 2026. The Company incurred management fee expenses totaling $1.1 million during the three months ended March 31, 2025. The Company also paid dividends on the common stock and OP Units owned by affiliates of the Manager in the amount of $0.7 million for the three months ended March 31, 2025.
The following table represents amounts due to CTO (in thousands):
Management Fee due to CTO
1,272
1,142
Other
208
Total (1)
ROFO Agreement
On November 26, 2019, PINE also entered into an Exclusivity and Right of First Offer Agreement with CTO (the “ROFO Agreement”). During the term of the ROFO Agreement, CTO will not, and will cause each of its affiliates (which for purposes of the ROFO Agreement will not include our company and our subsidiaries) not to, acquire, directly or indirectly, a single-tenant, net leased property, unless CTO has notified us of the opportunity and we have affirmatively rejected the opportunity to acquire the applicable property or properties.
The terms of the ROFO Agreement do not restrict CTO or any of its affiliates from providing financing for a third party’s acquisition of single-tenant, net leased properties or from developing and owning any single-tenant, net leased property.
Pursuant to the ROFO Agreement, neither CTO nor any of its affiliates (which for purposes of the ROFO Agreement does not include our company and our subsidiaries) may sell to any third party any single-tenant, net leased property that was owned by CTO or any of its affiliates as of the closing date of the IPO or that is developed and owned by CTO or any of its affiliates after the closing date of the IPO, without first offering us the right to purchase such property.
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The term of the ROFO Agreement will continue for so long as the Management Agreement with our Manager is in effect.
On April 6, 2021, the Company entered into a purchase and sale agreement with a certain subsidiary of CTO for the purchase of one net lease property for $11.5 million. The acquisition was completed on April 23, 2021.
On April 2, 2021, the Company entered into a purchase and sale agreement with certain subsidiaries of CTO for the purchase of six net lease properties (the “CMBS Portfolio”). The terms of the purchase and sale agreement, as amended on April 20, 2021, provided a total purchase price of $44.5 million for the CMBS Portfolio. The acquisition of the CMBS Portfolio was completed on June 30, 2021.
On January 5, 2022, the Company entered into a purchase and sale agreement with a certain subsidiary of CTO for the purchase of one net lease property for $6.9 million. The acquisition was completed on January 7, 2022.
The entry into these purchase and sale agreements, and subsequent completion of the related acquisitions, are a result of the Company exercising its right to purchase the aforementioned properties under the ROFO Agreement.
Conflicts of Interest
Conflicts of interest may exist or could arise in the future with CTO and its affiliates, including our Manager, the individuals who serve as our executive officers and executive officers of CTO, any individual who serves as a director of our company and as a director of CTO and any limited partner of the Operating Partnership. Conflicts may include, without limitation: conflicts arising from the enforcement of agreements between us and CTO or our Manager; conflicts in the amount of time that executive officers and employees of CTO, who are provided to us through our Manager, will spend on our affairs versus CTO’s affairs; and conflicts in future transactions that we may pursue with CTO and its affiliates. We do not generally expect to enter into joint ventures with CTO, but if we do so, the terms and conditions of our joint venture investment will be subject to the approval of a majority of disinterested directors of the Board.
In addition, we are subject to conflicts of interest arising out of our relationships with our Manager. Pursuant to the Management Agreement, our Manager is obligated to supply us with our senior management team. However, our Manager is not obligated to dedicate any specific CTO personnel exclusively to us, nor are the CTO personnel provided to us by our Manager obligated to dedicate any specific portion of their time to the management of our business. Additionally, our Manager is a wholly owned subsidiary of CTO. All of our executive officers are executive officers and employees of CTO and one of our officers (John P. Albright) is also a member of CTO’s board of directors. As a result, our Manager and the CTO personnel it provides to us may have conflicts between their duties to us and their duties to, and interests in, CTO.
We may acquire, sell, or finance net leased properties that would potentially fit the investment criteria for our Manager or its affiliates. Similarly, our Manager or its affiliates may acquire, sell, or finance net leased properties that would potentially fit our investment criteria. Although such acquisitions or dispositions could present conflicts of interest, we nonetheless may pursue and consummate such transactions. Additionally, we may engage in transactions directly with our Manager or its affiliates, including the purchase and sale of all or a portion of a portfolio of assets. If we acquire a net leased property from CTO or one of its affiliates or sell a net leased property to CTO or one of its affiliates, the purchase price we pay to CTO or one of its affiliates or the purchase price paid to us by CTO or one of its affiliates may be higher or lower, respectively, than the purchase price that would have been paid to or by us if the transaction were the result of arm’s length negotiations with an unaffiliated third party.
In deciding whether to issue additional debt or equity securities, we will rely, in part, on recommendations made by our Manager. While such decisions are subject to the approval of the Board, our Manager is entitled to be paid a base management fee that is based on our “total equity” (as defined in the Management Agreement). As a result, our Manager may have an incentive to recommend that we issue additional equity securities at dilutive prices.
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All of our executive officers are executive officers and employees of CTO. These individuals and other CTO personnel provided to us through our Manager devote as much time to us as our Manager deems appropriate. However, our executive officers and other CTO personnel provided to us through our Manager may have conflicts in allocating their time and services between us, on the one hand, and CTO and its affiliates, on the other. During a period of prolonged economic weakness or another economic downturn affecting the real estate industry or at other times when we need focused support and assistance from our Manager and the CTO executive officers and other personnel provided to us through our Manager, we may not receive the necessary support and assistance we require or that we would otherwise receive if we were self-managed.
Additionally, the ROFO Agreement does contain exceptions to CTO’s exclusivity for opportunities that include only an incidental interest in single-tenant, net leased properties. Accordingly, the ROFO Agreement will not prevent CTO from pursuing certain acquisition opportunities that otherwise satisfy our then-current investment criteria.
Our directors and executive officers have duties to our company under applicable Maryland law in connection with their management of our company. At the same time, PINE GP has fiduciary duties, as the general partner, to the Operating Partnership and to the limited partners under Delaware law in connection with the management of the Operating Partnership. These duties as a general partner to the Operating Partnership and its partners may come into conflict with the duties of our directors and executive officers to us. Unless otherwise provided for in the relevant partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of loyalty and care and which generally prohibits such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest. The partnership agreement provides that in the event of a conflict between the interests of our stockholders on the one hand and the limited partners of the Operating Partnership on the other hand, PINE GP will endeavor in good faith to resolve the conflict in a manner not adverse to either our stockholders or the limited partners; provided, however, that so long as we own a controlling interest in the Operating Partnership, any such conflict that we, in our sole and absolute discretion, determine cannot be resolved in a manner not adverse to either our stockholders or the limited partners of the Operating Partnership shall be resolved in favor of our stockholders, and we shall not be liable for monetary damages for losses sustained, liabilities incurred or benefits not derived by the limited partners in connection with such decisions.
Revenue Sharing Agreement
On December 4, 2023, CTO entered into an asset management agreement to manage a portfolio of real estate assets. The Company entered into a revenue sharing agreement with CTO whereby the Company receives a share of the asset management fees, disposition management fees, leasing commissions, and other fees related to CTO’s management and administration of the portfolio (the “Revenue Sharing Agreement”). The Company’s share of the fees under the Revenue Sharing Agreement is based on fees earned by CTO associated with the single tenant properties within the portfolio.
The Company recognized $0.1 million of revenue pursuant to the Revenue Sharing Agreement during the three months ended March 31, 2026 and 2025, which is included in other revenue on the Company’s consolidated statements of operations.
NOTE 20. COMMITMENTS AND CONTINGENCIES
LEGAL PROCEEDINGS
From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of business. The Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Company’s business or financial condition.
CONTRACTUAL COMMITMENTS – EXPENDITURES
The Company has unfunded loan commitments under the Company’s eight construction/redevelopment loans as described in Note 4, “Commercial Loans and Investments”. The unfunded portion of the construction/redevelopment loans totaled $59.1 million as of March 31, 2026.
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The Company has committed to fund certain capital improvements related to several properties, which include tenant improvements, landlord work, leasing commissions, and other capital improvements. As of March 31, 2026, the commitments totaled $0.6 million, of which $0.2 million has been paid, leaving a remaining commitment of $0.4 million. The improvements are generally expected to be completed within 12 months of March 31, 2026.
NOTE 21. BUSINESS SEGMENT DATA
Our income property operations consist of lease income from income producing properties and our business plan is focused on investing in additional income-producing properties. Our income property operations accounted for 66% and 71% of our identifiable assets as of March 31, 2026 and December 31, 2025, respectively, and 68% and 83% of our consolidated revenues for the three months ended March 31, 2026 and 2025, respectively. Our commercial loans and investment operations accounted for 32% and 25% of our identifiable assets as of March 31, 2026 and December 31, 2025, respectively, and 31% and 16% of our consolidated revenues for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, our commercial loans investment portfolio consisted of 18 commercial loan investments, of which four are related to properties acquired through sale-leaseback transactions whereby the tenants have future repurchase rights.
The Company’s CODM evaluates segment performance based on total revenues less direct costs of revenues when making decisions about allocating capital to the segments. The Company’s reportable segments are strategic business units that offer different products. They are managed separately because each segment requires different management techniques, knowledge, and skill.
Information about the Company’s operations in different segments for the three months ended March 31, 2026, is as follows (in thousands):
Income Properties
Total Revenues for Reportable Segments
18,360
Reconciliation to Consolidated Revenues
Other Revenues
Total Consolidated Revenues
Total Revenues Less Direct Costs of Revenues
10,300
16,058
Total Revenues Less Operating Expenses for Reportable Segments
3,085
5,250
8,335
Net Income From Operations for Reportable Segments
3,182
8,432
Reconciliation to Consolidated Net Loss
(1,859)
Consolidated Net Income
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Information about the Company’s operations in different segments for the three months ended March 31, 2025 is as follows (in thousands):
14,127
9,792
12,093
1,824
207
661
2,094
2,755
1,812
3,906
Reconciliation to Consolidated Net Income
(1,716)
Consolidated Net Loss
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Capital expenditures of each segment for the three months ended March 31, 2026 and 2025 are as follows (in thousands):
Capital Expenditures:
39,988
57,529
21,383
Total Capital Expenditures
61,371
Identifiable assets of each segment as of March 31, 2026 and December 31, 2025 are as follows (in thousands):
Identifiable Assets:
493,769
505,273
237,442
182,397
Corporate and Other
13,903
28,157
Identifiable assets by segment are those assets that are used in the Company’s operations in each segment. Corporate and other assets consist primarily of cash and restricted cash as well as the interest rate swaps.
NOTE 22. SUBSEQUENT EVENTS
Subsequent events and transactions were evaluated through April 23, 2026, the date the consolidated financial statements were issued. There were no reportable transactions.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
When we refer to “we,” “us,” “our,” or “the Company,” we mean Alpine Income Property Trust, Inc. and its consolidated subsidiaries. References to “Notes to Financial Statements” refer to the Notes to the Consolidated Financial Statements of Alpine Income Property Trust, Inc. included in this Quarterly Report on Form 10-Q. Some of the comments we make in this section are forward-looking statements within the meaning of the federal securities laws. For a discussion of forward-looking statements, see the section below entitled “Special Note Regarding Forward-Looking Statements.” Certain factors that could cause actual results or events to differ materially from those the Company anticipates or projects are described in “Part I, Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, and in “Part II, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q.
Special Note Regarding Forward-Looking Statements
This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). The words “believe,” “estimate,” “expect,” “intend,” “anticipate,” “will,” “could,” “may,” “should,” “plan,” “potential,” “predict,” “forecast,” “project,” and similar expressions and variations thereof identify certain of such forward-looking statements, which speak only as of the dates on which they were made. Forward-looking statements are made based upon management’s expectations and beliefs concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management.
Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. These risks and uncertainties include, but are not limited to, the strength of the real estate market; the impact of a recession or downturn in economic conditions; our ability to successfully execute acquisition or development strategies; credit risk associated with us investing in commercial loans and investments; any loss of key management personnel; changes in local, regional, national and global economic conditions affecting the real estate development business and properties, including unstable macroeconomic conditions due to, among other things, geopolitical conflicts, inflation, higher interest rates, and tariffs and international trade policies; the impact of competitive real estate activity; the loss of any major property tenants; the ultimate geographic spread, severity and duration of pandemics, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and our financial condition and results of operations; and the availability of capital. These risks and uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements.
See “Part I, Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and “Part II, Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q for further discussion of these risks, as well as additional risks and uncertainties that could cause actual results or events to differ materially from those described in the Company’s forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Quarterly Report on Form 10-Q. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
OVERVIEW
Alpine Income Property Trust, Inc. is a Maryland corporation that conducts its operations so as to qualify as a REIT for U.S. federal income tax purposes. Substantially all of our operations are conducted through our Operating Partnership.
We seek to acquire, own and operate primarily freestanding, commercial retail real estate properties located in the United States primarily leased pursuant to long-term net leases. We target tenants in industries that we believe are favorably impacted by macroeconomic trends that support consumer spending, stable and growing employment, and positive consumer sentiment, as well as tenants in industries that have demonstrated resistance to the impact of the e-commerce retail sector or who use a physical presence as a component of their omnichannel strategy. We also seek to invest in properties that are net leased to tenants that we believe have attractive credit characteristics, stable operating histories, healthy rent coverage levels, are well-located within their respective markets and/or have rents at-or-below market rent levels. Furthermore, we believe that the size of our company allows us, for at least the near term, to focus our investment activities on the acquisition of single properties or smaller portfolios of properties that represent a transaction size that most of our publicly-traded net lease REIT peers will not pursue on a consistent basis.
Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals, including those markets experiencing significant economic growth. We employ a methodology for evaluating targeted investments in income-producing properties which includes an evaluation of: (i) the attributes of the real estate (e.g., location, market demographics, comparable properties in the market, etc.); (ii) an evaluation of the existing tenant(s) (e.g., credit-worthiness, property level sales, tenant rent levels compared to the market, etc.); (iii) other market-specific conditions (e.g., tenant industry, job and population growth in the market, local economy, etc.); and (iv) considerations relating to the Company’s business and strategy (e.g., strategic fit of the asset type, property management needs, alignment with the Company’s structure, etc.).
During the three months ended March 31, 2026, the Company acquired one property for a purchase price of $10.0 million through a sale-leaseback transaction that includes a tenant repurchase option. Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases, GAAP requires that the $10.0 million investment be accounted for as a financing arrangement, and accordingly the related assets and corresponding revenue are included in the Company’s commercial loans and investments in the accompanying consolidated balance sheets and consolidated statement of operations. During the three months ended March 31, 2026, the Company sold three properties for an aggregate sales price of $5.8 million, generating aggregate gains on sale of $0.1 million.
As of March 31, 2026, we owned 125 properties, including the four properties classified as commercial loans and investments, with an aggregate gross leasable area of 4.3 million square feet, located in 31 states, with a weighted average remaining lease term of 9.3 years. Our portfolio was 100% occupied as of March 31, 2026.
We also acquire or originate commercial loans and investments associated with commercial real estate located in the United States. Our investments in commercial loans are generally secured by real estate or the borrower’s pledge of its ownership interest in an entity that owns real estate. As of March 31, 2026, the Company’s commercial loan investments portfolio had a total carrying value of $217.2 million and was comprised of eight construction/redevelopment loans, six mortgage notes, and four properties acquired pursuant to sale-leaseback transactions whereby the tenants have a future repurchase rights.
The Company has no employees and is externally managed by Alpine Income Property Manager, LLC, a Delaware limited liability company and a wholly owned subsidiary of CTO (our “Manager”). CTO is a Maryland corporation that is a publicly traded diversified REIT and the sole member of our Manager.
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COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025
The following presents the Company’s results of operations for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 (in thousands):
$ Variance
% Variance
776
6.6%
3,457
150.2%
(33)
(41.8)%
4,200
29.6%
268
13.2%
143
8.3%
(1,523)
(75.0)%
(92)
(1.3)%
(1,204)
(9.2)%
(1,054)
(91.6)%
Net Income from Operations
4,350
191.7%
102.2%
(761)
(21.2)%
3,635
284.4%
(271)
(273.7)%
3,364
285.3%
Lease Income and Real Estate Expenses
Revenue from our property operations totaled $12.6 million and $11.8 million during the three months ended March 31, 2026 and 2025, respectively. The $0.8 million increase in lease income is primarily attributable to an increase in rents due to the volume of property acquisitions versus dispositions. The direct costs of revenues for our income properties totaled $2.3 million and $2.0 million during the three months ended March 31, 2026 and 2025, respectively. The increase in the direct costs of revenues is reflective of the Company’s expanded property portfolio.
Interest income from commercial loans and investments totaled $5.8 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively. The $3.5 million increase in income is attributable to the expanded portfolio of commercial loans and investments which, as of March 31, 2026, was comprised of eight construction/redevelopment loans, six mortgage notes, and four properties acquired pursuant to sale-leaseback transactions whereby the tenants have a future repurchase rights. As of March 31, 2025, the Company’s portfolio of commercial loans and investments was comprised of six construction loans, two mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right.
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Other revenue totaled $0.1 million for the three months ended March 31, 2026 and 2025. The revenue is attributable to fees earned from a revenue sharing agreement the Company entered into with CTO as further described in Note 19, “Related Party Management Company” in the Notes to the Financial Statements.
The following table represents the Company’s general and administrative expenses for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025 (in thousands):
Management Fee to Manager
1,111
161
14.5%
Director Compensation Expense
127
— %
Director & Officer Insurance Expense
68
Additional General and Administrative Expense
392
410
(18)
(4.4%)
Total General and Administrative Expenses
General and administrative expenses totaled $1.9 million and $1.7 million during the three months ended March 31, 2026 and 2025, respectively. The $0.2 million increase is primarily the result of an increase in the management fee due to an increase in the weighted average of the Company’s equity base.
During the three months ended March 31, 2026, the Company recorded a $0.5 million impairment charge which represents the CECL reserve related to our commercial loans and investments. During the three months ended March 31, 2025, the Company recorded a $1.8 million impairment charge representing the provision for losses related to certain income properties as further described in Note 7, “Provision for Impairment”, and a $0.2 million impairment charge which represents the CECL reserve related to our commercial loans and investments.
Depreciation and amortization expense totaled $7.2 million and $7.3 million during the three months ended March 31, 2026 and 2025, respectively. The $0.1 million decrease in depreciation and amortization expense is reflective of the increase in asset cost basis of the Company’s income property portfolio, offset by an acceleration of $0.4 million of amortization associated with certain intangible lease assets during the three months ended March 31, 2025.
During the three months ended March 31, 2026, the Company sold three properties for an aggregate sales price of $5.8 million, generating aggregate gains on sale of $0.1 million. During the three months ended March 31, 2025, the Company sold three properties for an aggregate sales price of $11.7 million, generating aggregate gains on sale of $1.2 million.
Investment and other income was relatively flat during the three months ended March 31, 2026 and 2025, which totaled $0.1 million in each period.
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Interest expense totaled $4.4 million and $3.6 million during the three months ended March 31, 2026 and 2025, respectively. The $0.8 million increase in interest expense is attributable to the higher average outstanding balance on the Company’s Revolving Facility. The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments subsequent to the three months ended March 31, 2025.
Net income totaled $2.3 million and net loss totaled $1.3 million during the three months ended March 31, 2026 and 2025, respectively. The $3.6 million increase in net income is attributable to the factors described above, most notably the $3.5 million increase in interest income from commercial loans and investments and the $1.5 million decrease in provision for impairment, which is partially offset by the $1.1 million decrease in gains on sales of properties.
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LIQUIDITY AND CAPITAL RESOURCES
Cash totaled $27.0 million as of March 31, 2026, including restricted cash of $24.4 million. See Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance as of March 31, 2026.
Long-Term Debt. As of March 31, 2026, the commitment level under the Revolving Facility was $250.0 million, and the Company had an outstanding balance of $161.5 million and $81.2 million of available capacity. The Company also had $200.0 million in term loans outstanding as of March 31, 2026. See Note 13, “Long-Term Debt” for the Company’s disclosure related to its long-term debt balance as of March 31, 2026.
Acquisitions and Dispositions. As further described in Note 3, “Property Portfolio,” during the three months ended March 31, 2026, the Company acquired one property for a purchase price of $10.0 million through a sale-leaseback transaction that includes a tenant repurchase option. Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases, GAAP requires that the $10.0 million investment be accounted for as a financing arrangement, and accordingly the related assets and corresponding revenue are included in the Company’s commercial loans and investments in the accompanying consolidated balance sheets and consolidated statement of operations. During the three months ended March 31, 2026, the Company sold three properties for an aggregate sales price of $5.8 million, generating aggregate gains on sale of $0.1 million.
ATM Program. During the three months ended March 31, 2026, the Company sold 1,661,724 shares under the 2022 ATM Program for gross proceeds of $32.1 million at a weighted average price of $19.31 per share, generating net proceeds of $31.6 million after deducting transaction fees totaling $0.5 million. During the three months ended March 31, 2026, the Company sold 186,238 shares under the 2025 Preferred Stock ATM Program for gross proceeds of $4.7 million at a weighted average price of $25.17 per share, generating net proceeds of $4.6 million after deducting transaction fees totaling less than $0.1 million.
Capital Expenditures. As of March 31, 2026, the Company has committed to fund certain capital improvements related to several properties, which include tenant improvements, landlord work, leasing commissions, and other capital improvements. As of March 31, 2026, the commitments totaled $0.6 million, of which $0.2 million has been paid, leaving a remaining commitment of $0.4 million. The improvements are generally expected to be completed within 12 months of March 31, 2026. Additionally, as of March 31, 2026, the Company has unfunded loan commitments under the Company’s eight construction/redevelopment loans as described in Note 4, “Commercial Loans and Investments”. The unfunded portion of the construction/redevelopment loans totaled $59.1 million as of March 31, 2026.
We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, proceeds from the completion of the sale of assets utilizing the reverse like-kind 1031 exchange structure, $47.8 million of availability under the 2022 ATM Program, $28.2 million of availability under the 2025 Preferred Stock ATM Program, and $81.2 million of available capacity on the existing $250.0 million Revolving Facility.
The Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders. These reviews consider various alternatives, including increasing or decreasing regular dividends, repurchasing the Company’s securities, and retaining funds for reinvestment. Annually, the Board reviews our business plan and corporate strategies, and makes adjustments as circumstances warrant. Management’s focus is to continue our strategy of investing in net leased properties by utilizing the capital we raise and available borrowing capacity from the Revolving Facility to increase our portfolio of income-producing properties, providing stabilized cash flows with strong risk-adjusted returns primarily in larger metropolitan areas and growth markets.
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Non-GAAP Financial Measures
Our reported results are presented in accordance with GAAP. We also disclose FFO and AFFO, both of which are non-GAAP financial measures. We believe these two non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs.
FFO and AFFO do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income or loss or as a performance measure or cash flows from operations as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.
We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. NAREIT defines FFO as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries. To derive AFFO, we further modify the NAREIT computation of FFO to include other adjustments to GAAP net income or loss related to non-cash revenues and expenses such as loss on extinguishment of debt, amortization of above- and below-market lease related intangibles, straight-line rental revenue, amortization of deferred financing costs, non-cash compensation, and other non-cash adjustments to income or expense. Such items may cause short-term fluctuations in net income or loss but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.
FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains or losses on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that AFFO is an additional useful supplemental measure for investors to consider because it will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. FFO and AFFO may not be comparable to similarly titled measures employed by other companies.
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Reconciliation of Non-GAAP Measures (in thousands, except share data):
Funds From Operations
9,983
6,909
Distributions to Preferred Stockholders
Funds From Operations Attributable to Common Stockholders
8,861
Adjustments:
Amortization of Intangible Assets and Liabilities to Lease Income
Other Non-Cash Adjustments
57
Adjusted Funds From Operations Attributable to Common Stockholders
8,907
7,040
Supplemental Disclosure:
PIK Interest Earned
594
PIK Interest Paid
50
PIK Interest Earned in Excess of Cash Paid
544
Other Data (in thousands, except per share data):
FFO Attributable to Common Stockholders
FFO Attributable to Common Stockholders per Diluted Share
0.53
0.44
AFFO Attributable to Common Stockholders
AFFO Attributable to Common Stockholders per Diluted Share
OFF-BALANCE SHEET ARRANGEMENTS
None.
CRITICAL ACCOUNTING ESTIMATES
Critical accounting estimates include those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Company’s financial condition or results of operations. Our most significant estimate is as follows:
Purchase Accounting for Acquisitions of Real Estate Subject to a Lease. As required by GAAP, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The assumptions underlying the allocation of relative fair values are based on market information including, but not limited to: (i) the estimate of replacement cost of improvements under the cost approach, (ii) the estimate of land values based on comparable sales under the sales comparison approach, and (iii) the estimate of future benefits determined by either a reasonable rate of return over a single year’s net cash flow, or a forecast of net cash flows projected over a reasonable investment horizon under the income capitalization approach. The underlying assumptions are subject to uncertainty and thus any changes to the allocation of fair value to each of the various line items within the Company’s consolidated balance sheets could have an impact on the Company’s financial condition as well as results of operations due to resulting changes in depreciation and amortization as a result of the fair value allocation. There were no acquisitions of real estate subject to this estimate for the three months ended March 31, 2026.
See Note 2, “Summary of Significant Accounting Policies”, for further discussion of the Company’s accounting estimates and policies.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K. As a result, pursuant to Item 305(e) of Regulation S-K, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation, as required by Rules 13(a)-15 and 15(d)-15 of the Exchange Act was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) of the Exchange Act). Based on that evaluation, the CEO and CFO have concluded that the design and operation of the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its CEO and CFO, as appropriate to allow timely decisions regarding required disclosure. There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
ITEM 1. LEGAL PROCEEDINGS
ITEM 1A. RISK FACTORS
As of March 31, 2026, there have been no material changes in our risk factors from those set forth under the heading Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”). The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. MINE SAFETY DISCLOSURES
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
Exhibit 3.1
Articles of Amendment and Restatement of Alpine Income Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 3, 2019).
Exhibit 3.2
Third Amended and Restated Bylaws of Alpine Income Property Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 3, 2023).
Exhibit 3.3
Articles Supplementary, designating Alpine Income Property Trust, Inc.’s 8.00% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A filed on November 10, 2025).
Exhibit 3.4
Articles Supplementary, classifying and designating 1,458,334 additional shares of Alpine Income Property Trust, Inc.’s 8.00% Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 5, 2025).
Exhibit 4.1
Specimen Common Stock Certificate of Alpine Income Property Trust, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-11/A (File No. 333-234304) filed with the Commission on October 29, 2019).
Exhibit 10.1
Amended and Restated Credit Agreement, dated as of February 4, 2026, among Alpine Income Property, OP, LP, Alpine Income Property Trust, Inc., the other Guarantors from time to time parties thereto, Truist Bank N.A., and certain other lenders named therein (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on February 5, 2026).
Exhibit 31.1*
Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2*
Exhibit 32.1**
Certification furnished pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2**
Exhibit 101.INS
Inline XBRL Instance Document
Exhibit 101.SCH
Inline XBRL Taxonomy Extension Schema Document
Exhibit 101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Exhibit 101.DEF
Inline XBRL Taxonomy Definition Linkbase Document
Exhibit 101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
Exhibit 101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Exhibit 104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith
**
Furnished herewith
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
April 23, 2026
By:
/s/ John P. Albright
John P. Albright
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Philip R. Mays
Philip R. Mays, Senior Vice President,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
/s/ Lisa M. Vorakoun
Lisa M. Vorakoun, Senior Vice President
and Chief Accounting Officer
(Principal Accounting Officer)