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What changed in Alpine Income Property Trust, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Alpine Income Property Trust, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+304 added−286 removedSource: 10-K (2026-02-05) vs 10-K (2025-02-06)

Top changes in Alpine Income Property Trust, Inc.'s 2025 10-K

304 paragraphs added · 286 removed · 244 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

60 edited+17 added−6 removed92 unchanged
Biggest changePaul, MN ​ 7,201 ​ ​ 150 Harbor Freight ​ Washington, MO ​ 23,466 ​ ​ 150 Advance Auto Parts ​ Severn, MD ​ 6,876 ​ ​ 148 Red Robin (3) ​ Vineland, NJ ​ 4,575 ​ ​ 141 O'Reilly Auto Parts ​ Angels Camp, CA ​ 7,066 ​ ​ 128 Dollar General ​ Kermit, TX ​ 10,920 ​ ​ 126 Burger King ​ Plymouth, NC ​ 3,142 ​ ​ 125 Carrabba's Italian Grill ​ Concord, NC ​ 6,382 ​ ​ 124 Harbor Freight ​ Midland, MI ​ 14,624 ​ ​ 124 Mattress Firm ​ Gadsden, AL ​ 7,237 ​ ​ 122 Tractor Supply Company ​ Owensville, MO ​ 38,452 ​ ​ 121 Dollar General ​ Chazy, NY ​ 9,277 ​ ​ 119 Dollar Tree/Family Dollar ​ Auburn, NE ​ 10,577 ​ ​ 118 Dollar General ​ Odessa, TX ​ 9,127 ​ ​ 117 Dollar Tree/Family Dollar ​ McKenney, VA ​ 10,531 ​ ​ 116 Dollar General ​ Willis, TX ​ 9,138 ​ ​ 114 Dollar Tree/Family Dollar ​ Medicine Lodge, KS ​ 10,566 ​ ​ 114 Dollar Tree/Family Dollar ​ Lake City, AR ​ 10,424 ​ ​ 114 Dollar Tree/Family Dollar ​ Amsterdam, OH ​ 10,500 ​ ​ 113 Dollar General ​ Winthrop, NY ​ 9,167 ​ ​ 113 Dollar Tree/Family Dollar ​ Burlington, KS ​ 10,500 ​ ​ 113 Dollar Tree/Family Dollar ​ Burlington, NC ​ 11,394 ​ ​ 113 Dollar Tree/Family Dollar ​ Caneyville, KY ​ 10,604 ​ ​ 112 Dollar Tree/Family Dollar ​ Caney, KS ​ 10,555 ​ ​ 112 Dollar General ​ Cut and Shoot, TX ​ 9,096 ​ ​ 112 Dollar Tree/Family Dollar ​ Sulphur, OK ​ 10,000 ​ ​ 112 Advance Auto Parts ​ Ware, MA ​ 6,889 ​ ​ 112 Dollar Tree/Family Dollar ​ Tipton, MO ​ 10,557 ​ ​ 111 Pet Supplies Plus ​ North Canton, OH ​ 8,400 ​ ​ 110 Dollar General ​ Milford, ME ​ 9,128 ​ ​ 110 Dollar Tree/Family Dollar ​ Demopolis, AL ​ 10,159 ​ ​ 110 Dollar Tree/Family Dollar ​ Madill, OK ​ 9,682 ​ ​ 109 Dollar Tree/Family Dollar ​ Superior, NE ​ 10,500 ​ ​ 109 Dollar Tree/Family Dollar ​ Sabetha, KS ​ 10,500 ​ ​ 108 Dollar Tree/Family Dollar ​ Phillipsburg, KS ​ 10,500 ​ ​ 106 Dollar Tree/Family Dollar ​ Van Buren, MO ​ 10,500 ​ ​ 106 Dollar General ​ Salem, NY ​ 9,199 ​ ​ 105 Dollar Tree/Family Dollar ​ Plainville, KS ​ 10,500 ​ ​ 105 Dollar Tree/Family Dollar ​ McGehee, AR ​ 10,993 ​ ​ 105 Dollar Tree/Family Dollar ​ Gladewater, TX ​ 10,111 ​ ​ 105 Dollar Tree/Family Dollar ​ Stilwell, OK ​ 9,828 ​ ​ 105 Dollar Tree/Family Dollar ​ Town Creek, AL ​ 10,545 ​ ​ 104 Dollar Tree/Family Dollar ​ Tecumseh, NE ​ 10,644 ​ ​ 104 Dollar Tree/Family Dollar ​ Anthony, KS ​ 10,500 ​ ​ 104 Dollar General ​ Bingham, ME ​ 9,345 ​ ​ 104 Dollar General ​ Harrisville, NY ​ 9,309 ​ ​ 104 Dollar Tree/Family Dollar ​ Murfreesboro, AR ​ 10,500 ​ ​ 104 Dollar General ​ Heuvelton, NY ​ 9,342 ​ ​ 104 Firestone ​ Pittsburgh, PA ​ 10,629 ​ ​ 103 Dollar General ​ Barker, NY ​ 9,275 ​ ​ 102 Dollar General ​ Limestone, ME ​ 9,167 ​ ​ 100 Dollar Tree/Family Dollar ​ Anderson, AL ​ 10,607 ​ ​ 99 Dollar General ​ Hammond, NY ​ 9,219 ​ ​ 98 Dollar Tree/Family Dollar ​ Des Arc, AR ​ 10,555 ​ ​ 98 Dollar General ​ Somerville, TX ​ 9,252 ​ ​ 96 Dollar Tree/Family Dollar ​ Dearing, GA ​ 9,288 ​ ​ 95 Dollar General ​ Seguin, TX ​ 9,155 ​ ​ 90 Dollar Tree/Family Dollar ​ Albuquerque, NM ​ 10,023 ​ ​ 85 Re-Up ​ Jackson, MS ​ 1,920 ​ ​ 84 Dollar Tree/Family Dollar ​ Lake Village, AR ​ 14,592 ​ ​ 84 Dollar General ​ Newtonsville, OH ​ 9,290 ​ ​ 83 8 Table of Contents Dollar General ​ Del Rio, TX ​ 9,219 ​ ​ 83 Advance Auto Parts ​ Athens, GA ​ 6,871 ​ ​ 78 Re-Up ​ Leland, MS ​ 3,343 ​ ​ 76 Starbucks ​ Vineland, NJ ​ 1,500 ​ ​ 75 Dollar General ​ Warsaw, NY ​ 14,495 ​ ​ 74 O'Reilly Auto Parts ​ Duluth, MN ​ 11,182 ​ ​ 72 Salon Lofts ​ North Canton, OH ​ 4,000 ​ ​ 72 Advance Auto Parts ​ Ludington, MI ​ 6,604 ​ ​ 63 Advance Auto Parts ​ New Baltimore, MI ​ 6,784 ​ ​ 63 Sushi Lovers ​ Vineland, NJ ​ 1,999 ​ ​ 60 Dollar General ​ Perry, NY ​ 9,181 ​ ​ 59 Dollar General ​ Dansville, NY ​ 9,174 ​ ​ 57 Dollar General ​ Ellicottville, NY ​ 9,144 ​ ​ 56 Century Theater Center (4) ​ Reno, NV ​ 52,474 ​ ​ 43 Philly Pretzel ​ Vineland, NJ ​ 1,505 ​ ​ 40 7Brew (3) (5) ​ Orange Park, FL ​ - ​ ​ - Chipotle (5) ​ Turnersville, NJ ​ 2,627 ​ ​ - Bounce Hopper (5) ​ Victor, NY ​ 20,055 ​ ​ - Vacant ​ Cadiz, OH ​ 1,292 ​ ​ - Vacant ​ Lorain, OH ​ 900 ​ ​ - Vacant ​ Vineland, NJ ​ 3,002 ​ ​ - ​ ​ ​ ​ 3,906,526 ​ $ 44,327 (1) Annualized straight-line base rental income in place as of December 31, 2024.
Biggest changePaul, MN ​ 7,201 ​ ​ 150 Harbor Freight ​ Washington, MO ​ 23,466 ​ ​ 150 Advance Auto Parts ​ Severn, MD ​ 6,876 ​ ​ 148 Red Robin (3) ​ Vineland, NJ ​ 4,575 ​ ​ 141 Advance Auto Parts ​ Richmond, VA ​ 9,736 ​ ​ 127 Dollar General ​ Kermit, TX ​ 10,920 ​ ​ 126 Burger King ​ Plymouth, NC ​ 3,142 ​ ​ 125 Carrabba's Italian Grill ​ Concord, NC ​ 6,382 ​ ​ 124 Harbor Freight ​ Midland, MI ​ 14,624 ​ ​ 124 Mattress Firm ​ Gadsden, AL ​ 7,237 ​ ​ 122 Tractor Supply Company ​ Owensville, MO ​ 38,452 ​ ​ 121 Dollar General ​ Chazy, NY ​ 9,277 ​ ​ 119 Family Dollar ​ Auburn, NE ​ 10,577 ​ ​ 118 Dollar General ​ Odessa, TX ​ 9,127 ​ ​ 117 Family Dollar ​ McKenney, VA ​ 10,531 ​ ​ 116 Dollar General ​ Willis, TX ​ 9,138 ​ ​ 114 Dollar Tree ​ Medicine Lodge, KS ​ 10,566 ​ ​ 114 Family Dollar ​ Lake City, AR ​ 10,424 ​ ​ 114 Dollar Tree ​ Amsterdam, OH ​ 10,500 ​ ​ 113 Dollar General ​ Winthrop, NY ​ 9,167 ​ ​ 113 Family Dollar ​ Burlington, KS ​ 10,500 ​ ​ 113 Family Dollar ​ Burlington, NC ​ 11,394 ​ ​ 113 Family Dollar ​ Caneyville, KY ​ 10,604 ​ ​ 112 8 Table of Contents Family Dollar ​ Caney, KS ​ 10,555 ​ ​ 112 Dollar General ​ Cut and Shoot, TX ​ 9,096 ​ ​ 112 Dollar Tree ​ Sulphur, OK ​ 10,000 ​ ​ 112 Advance Auto Parts ​ Ware, MA ​ 6,889 ​ ​ 112 Family Dollar ​ Tipton, MO ​ 10,557 ​ ​ 111 Dollar General ​ Milford, ME ​ 9,128 ​ ​ 110 Dollar Tree ​ Demopolis, AL ​ 10,159 ​ ​ 110 Dollar Tree ​ Madill, OK ​ 9,682 ​ ​ 109 Dollar Tree ​ Superior, NE ​ 10,500 ​ ​ 109 Family Dollar ​ Sabetha, KS ​ 10,500 ​ ​ 108 Dollar Tree ​ Phillipsburg, KS ​ 10,500 ​ ​ 106 Family Dollar ​ Van Buren, MO ​ 10,500 ​ ​ 106 Dollar General ​ Salem, NY ​ 9,199 ​ ​ 105 Dollar Tree ​ Plainville, KS ​ 10,500 ​ ​ 105 Family Dollar ​ McGehee, AR ​ 10,993 ​ ​ 105 Dollar Tree ​ Gladewater, TX ​ 10,111 ​ ​ 105 Family Dollar ​ Town Creek, AL ​ 10,545 ​ ​ 104 Family Dollar ​ Tecumseh, NE ​ 10,644 ​ ​ 104 Family Dollar ​ Anthony, KS ​ 10,500 ​ ​ 104 Dollar General ​ Bingham, ME ​ 9,345 ​ ​ 104 Dollar General ​ Harrisville, NY ​ 9,309 ​ ​ 104 Family Dollar ​ Murfreesboro, AR ​ 10,500 ​ ​ 104 Dollar General ​ Heuvelton, NY ​ 9,342 ​ ​ 104 Firestone ​ Pittsburgh, PA ​ 10,629 ​ ​ 103 Dollar General ​ Barker, NY ​ 9,275 ​ ​ 102 Dollar General ​ Limestone, ME ​ 9,167 ​ ​ 100 Family Dollar ​ Anderson, AL ​ 10,607 ​ ​ 99 Dollar General ​ Hammond, NY ​ 9,219 ​ ​ 98 Family Dollar ​ Des Arc, AR ​ 10,555 ​ ​ 98 Dollar General ​ Somerville, TX ​ 9,252 ​ ​ 96 Family Dollar ​ Dearing, GA ​ 9,288 ​ ​ 95 Dollar General ​ Seguin, TX ​ 9,155 ​ ​ 90 Dollar Tree ​ Albuquerque, NM ​ 10,023 ​ ​ 85 Family Dollar ​ Lake Village, AR ​ 14,592 ​ ​ 84 Dollar General ​ Newtonsville, OH ​ 9,290 ​ ​ 83 Dollar General ​ Del Rio, TX ​ 9,219 ​ ​ 83 Hardee's ​ Bluefield, VA ​ 3,763 ​ ​ 80 J.F.
Each limited partner of the Operating Partnership has the right to require the Operating Partnership to redeem part or all of its units of the Operating Partnership (“OP Units”) for cash, based upon the value of an equivalent number of shares of our common stock at the time of the redemption, or, at our election, shares of our common stock on a one-for-one basis, beginning on and after the date that is 12 months after issuance of such OP Units, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter.
Each limited partner of the Operating Partnership has the right to require the Operating Partnership to redeem part or all of its common units of the Operating Partnership (“OP Units”) for cash, based upon the value of an equivalent number of shares of our common stock at the time of the redemption, or, at our election, shares of our common stock on a one-for-one basis, beginning on and after the date that is 12 months after issuance of such OP Units, subject to certain adjustments and the restrictions on ownership and transfer of our stock set forth in our charter.
We face competition for acquisitions of real property and acquisitions and originations of commercial loans and investments from investors, including traded and non-traded public REITs, private equity investors, institutional investment funds, debt funds, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, investment banking firms, financial institutions, hedge funds, governmental bodies and other entities, many of which have greater financial resources than we do, a greater ability to borrow funds to acquire or originate properties or other investments and the ability to accept more risk.
We face competition for acquisitions of real property and acquisitions and originations of commercial loans and investments from investors, including traded and non-traded public REITs, private equity investors, institutional investment funds, debt funds, private credit funds, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, investment banking firms, financial institutions, hedge funds, governmental bodies and other entities, many of which have greater financial resources than we do, a greater ability to borrow funds to acquire properties or originate other investments and the ability to accept more risk.
This competition may increase the demand for the types of properties or commercial loans and investments in which we typically invest and, therefore, reduce the number of suitable investment opportunities available to us and increase the prices paid for such acquisition properties or commercial loans and investments.
This competition may increase the demand for the types of properties or commercial loans and investments in which we typically invest and, therefore, reduce the number of suitable investment opportunities available to us and increase the prices paid for such properties or 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. ​ 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 (our “Manager”), a Delaware limited liability company and a wholly owned subsidiary of CTO Realty Growth, Inc.
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. ​ The Company operates in two primary business segments: (i) income properties and (ii) commercial loans and investments. ​ The Company has no employees and is externally managed by Alpine Income Property Manager, LLC (our “Manager”), a Delaware limited liability company and a wholly owned subsidiary of CTO Realty Growth, Inc.
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 years ended December 31, 2024, 2023, or 2022.
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 years ended December 31, 2025, 2024, or 2023.
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. 11 Table of Contents ​ 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.
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.
We refer to the IPO, the CTO Private Placement, and the other transactions executed at the time of our listing on the NYSE collectively as the “Formation Transactions.” See Note 19, “Related Party Management Company” in the Notes to the Financial Statements for the Company’s disclosure related to CTO’s purchase of PINE common stock subsequent to the IPO.
We refer to the IPO, the CTO Private Placement, and the other transactions executed at the time of our listing on the NYSE collectively as the “Formation Transactions.” See Note 19, “Related Party Management Company” in the Notes to the Financial Statements for the Company’s disclosure related to CTO’s purchases of PINE common stock subsequent to the IPO.
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.
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 common ownership.
Through its website, the Company makes available, free of charge, its annual proxy statement, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after the Company electronically files such material with, or furnishes them to, the SEC.
Through its website, the Company makes available, free of charge, its annual proxy statement, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after the Company electronically files such material with, or furnishes them to, the SEC.
Upon closing, the Company issued 3,220,000 shares and received net proceeds of $54.3 million, after deducting the underwriting discount and expenses. ​ 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.
Upon closing, the Company issued 3,220,000 shares and received net proceeds of $54.3 million, after deducting the underwriting discount and expenses. ​ 4 Table of Contents 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.
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.
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 12 Table of Contents partner from taking any action or engaging in any transaction as to which it has a conflict of interest.
The term of the ROFO Agreement will continue for so long as the Management Agreement with our Manager is in effect. ​ 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.
The term of the ROFO Agreement will continue for so long as the Management Agreement with our Manager is in effect. ​ 11 Table of Contents 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.
We intend to continue to operate in such a manner, but no assurances can be given that we will continue to operate in such a manner as to qualify and maintain our qualification for taxation as a REIT under the U.S. federal income tax laws. ​ Our primary objective is to maximize cash flow and value per share by generating stable and growing cash flows and attractive risk-adjusted returns through the ownership, operation and growth through acquisition of a diversified portfolio of high-quality, net leased commercial properties with attractive long-term real estate fundamentals and through the investment of commercial loans secured by commercial real estate.
We intend to continue to operate in such a manner, but no assurances can be given that we will continue to operate in such a manner as to qualify and maintain our qualification for taxation as a REIT under the U.S. federal income tax laws. ​ Our primary objective is to maximize cash flow and value per share by generating stable and growing cash flows and attractive risk-adjusted returns through (i) the ownership, operation and growth through acquisition of a diversified portfolio of high-quality, net leased commercial properties with attractive long-term real estate fundamentals and (ii) investments in commercial loans and other investments secured by real estate.
The “readily achievable” standard considers, among other factors, the financial resources of the affected site and the owner, lessor or other applicable person. Compliance with the ADA, as well as other federal, state and local laws, may require modifications to properties we currently own or may purchase or may restrict renovations of those properties.
The “readily achievable” standard considers, among other factors, the financial resources of the affected site and the owner, lessor or other applicable person. 13 Table of Contents Compliance with the ADA, as well as other federal, state and local laws, may require modifications to properties we currently own or may purchase or may restrict renovations of those properties.
Our portfolio consists of 134 net leased properties located in 35 states. The properties in our portfolio are primarily subject to long-term 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.
Our portfolio consists of 127 net leased properties located in 32 states. The properties in our portfolio are primarily subject to long-term 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.
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.
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 10 Table of Contents on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears.
(5) Tenants represent active leases with rent to commence subsequent to December 31, 2024. ​ Certain individual tenants in the Company’s portfolio of income properties accounted for more than 10% of lease income from the Company’s income properties during the years ended December 31, 2024 and 2023.
(4) Tenants represent active leases with rent to commence subsequent to December 31, 2025. ​ Certain individual tenants in the Company’s portfolio of income properties accounted for more than 10% of lease income from the Company’s income properties during the years ended December 31, 2025, 2024, and 2023.
Our independent directors review our Manager’s performance and the management fees annually and, following the initial term, 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.
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.
If applicable, in the event of a split rating between S&P Global Ratings and Moody’s Investors Services, the Company utilizes the higher of the two ratings as its reference point as to whether a tenant has an investment grade credit rating. ​ ● Geographic Diversity . Our portfolio is spread across 100 markets in 35 states.
If applicable, in the event of a split rating between S&P Global Ratings and Moody’s Investors Services, the Company utilizes the higher of the two ratings as its reference point as to whether a tenant has an investment grade credit rating. ​ ● Geographic Diversity . Our portfolio is spread across 95 markets in 32 states.
As of December 31, 2024, approximately 55% of our portfolio’s annualized base rent was derived from properties located in MSAs with populations greater than one million people. ​ ● Creditworthy Tenants . 51% of our portfolio’s annualized base rent as of December 31, 2024 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency.
As of December 31, 2025, approximately 52% of our portfolio’s annualized base rent was derived from properties located in MSAs with populations greater than one million people. ​ ● Creditworthy Tenants . 51% of our portfolio’s annualized base rent as of December 31, 2025 was derived from tenants that have (or whose parent company has) an investment grade credit rating from a recognized credit rating agency.
On April 14, 2022, the Company entered into the Amendment, Increase and Joinder to the 2027 Term Loan Credit Agreement (the “2027 Term Loan 5 Table of Contents Amendment”), which increased the Term Commitment by $20 million to an aggregate of $100 million.
On April 14, 2022, the Company entered into the Amendment, Increase and Joinder to the 2027 Term Loan Credit Agreement (the “2027 Term Loan Amendment”), which increased the Term Commitment by $20 million to an aggregate of $100 million.
However, as the Tampa Properties constitute real estate assets for both legal and tax purposes, we have included them in the property portfolio when describing our property portfolio and for purposes of providing statistics related thereto.
However, as the Sale-Leaseback Properties constitute real estate assets for both legal and tax purposes, we have included them in the property portfolio when describing our property portfolio and for purposes of providing statistics related thereto.
We believe the risk-adjusted returns for retail properties within our portfolio are compelling and offer 6 Table of Contents attractive investment yields, rental rates at or below prevailing market rental rates and an investment basis below replacement cost. ​ We may also acquire or originate commercial loans and investments associated with commercial real estate located in the United States.
We believe the risk-adjusted returns for retail properties within our portfolio are compelling and offer attractive investment yields, rental rates at or below prevailing market rental rates and an investment basis below replacement cost. ​ We also acquire and originate commercial loans and investments associated with real estate located in the United States.
As of December 31, 2024 and 2023, our investments in commercial loans were all associated with commercial real estate located in the United States, are current and performing, and bear interest at a fixed rate. 2024 Commercial Loans and Investments Portfolio .
As of December 31, 2025 and 2024, our investments in commercial loans were all associated with real estate located in the United States, are current and performing, and bear interest at a fixed rate. 2025 Commercial Loans and Investments Activity.
The Company 4 Table of Contents was not active under the 2020 ATM Program during the year ended December 31, 2020. The 2020 ATM Program was terminated in advance of implementing the 2022 ATM Program, hereinafter defined.
The Company was not active under the 2020 ATM Program during the year ended December 31, 2020. The 2020 ATM Program was terminated in advance of implementing the 2022 ATM Program, hereinafter defined.
Comparatively, multi-tenant commercial real estate properties under gross leases often have average initial lease terms between five and ten years with shorter or fewer options to extend.
Comparatively, multi-tenant commercial real estate properties under gross leases often have average initial 6 Table of Contents lease terms between five and ten years with shorter or fewer options to extend.
As of December 31, 2024, the Company’s commercial loan investments portfolio included five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with a total carrying value of 9 Table of Contents $89.6 million.
As of December 31, 2024, the Company’s commercial loan investments portfolio included five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with an aggregate carrying value of $89.6 million.
The public may read and obtain a copy of any materials the Company files electronically with the SEC at www.sec.gov. ​
The public may read and obtain a copy of any materials the Company files electronically with the SEC at www.sec.gov. ​ 15 Table of Contents
Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM.
Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations.
We may also acquire or originate commercial loans and investments.
We also acquire and originate commercial loans and investments.
During the year ended December 31, 2024, the Company invested in three commercial loans with a total funding commitment of $31.1 million. The Company also acquired three single-tenant income properties (“the Tampa Properties”) in the greater Tampa Bay, Florida area for $31.4 million during the year ended December 31, 2024, through a sale-leaseback transaction that includes a tenant repurchase option.
The Company also acquired three single-tenant income properties (“the Sale-Leaseback Properties”) in the greater Tampa Bay, Florida area for $31.4 million during the year ended December 31, 2024, through a sale-leaseback transaction that includes a tenant repurchase option.
The regulations may affect the value of a building containing ACM in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building.
Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building.
The 134 properties in our income property portfolio are 98% occupied and represent 3.9 million of gross rentable square feet with leases that have a weighted average lease term of 8.7 years (weighting based on annualized base rent as of December 31, 2024).
The 127 properties in our income property portfolio are 99.5% occupied and represent 4.3 million of gross rentable square feet with leases that have a weighted average lease term of 8.4 years (weighting based on annualized base rent as of December 31, 2025).
REGULATION General. Our properties are subject to various laws, ordinances and regulations, including those relating to fire and safety requirements, and affirmative and negative covenants and, in some instances, common area obligations. Our tenants 12 Table of Contents have primary responsibility for compliance with these requirements pursuant to our leases.
REGULATION General. Our properties are subject to various laws, ordinances and regulations, including those relating to fire and safety requirements, and affirmative and negative covenants and, in some instances, common area obligations. Our tenants have primary responsibility for compliance with these requirements pursuant to our leases. We believe that each of our properties has the necessary permits and approvals.
Also during the year ended December 31, 2024, the Company sold a $13.6 million A-1 participation interest in the Company’s initial $23.4 million portfolio loan.
Also during the year ended December 31, 2024, the Company sold a $13.6 million A-1 participation interest in a $23.4 million portfolio loan that was initially originated by the Company.
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. 10 Table of Contents 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.
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.
The leases in our portfolio have a weighted average remaining lease term of 8.7 years (weighted based on annualized base rent as of December 31, 2024). ​ 3 Table of Contents In addition to our income property portfolio, as of December 31, 2024, our business included a portfolio of nine commercial loan investments secured by real estate, of which three were acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right. ​ Organization The Company is a Maryland corporation formed on August 19, 2019.
The leases in our portfolio have a weighted average remaining lease term of 8.4 years (weighted based on annualized base rent as of December 31, 2025). ​ 3 Table of Contents In addition to our income property portfolio, as of December 31, 2025, our business included a portfolio of nine construction loans, six mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right. ​ Organization The Company is a Maryland corporation formed on August 19, 2019.
The following is a summary of the relevant leases attributable to these properties: ​ ​ ​ ​ ​ ​ ​ ​ ​ Description ​ Location ​ Rentable Square Feet ​ Annualized Base Rent ($000's) (1) Beachside Hospitality Group ​ Anna Maria, FL ​ 10,600 ​ ​ 1,996 Dicks Sporting Goods ​ Victor, NY ​ 120,908 ​ ​ 1,871 Walmart ​ Howell, MI ​ 214,172 ​ ​ 1,369 Bass Pro Shops ​ Hermantown, MN ​ 66,033 ​ ​ 1,364 Lowe's ​ Knoxville, TN ​ 142,092 ​ ​ 1,363 BJ's Wholesale Club ​ Concord, NC ​ 108,532 ​ ​ 1,255 Beachside Hospitality Group ​ Bradenton Beach, FL ​ 22,131 ​ ​ 1,168 At Home ​ Concord, NC ​ 108,338 ​ ​ 947 Lowe's ​ Houston, TX ​ 131,644 ​ ​ 917 Kohl's ​ Chandler, AZ ​ 86,584 ​ ​ 894 Lowe's ​ Logan, WV ​ 114,731 ​ ​ 870 Burlington ​ North Richland Hills, TX ​ 70,891 ​ ​ 859 At Home ​ North Canton, OH ​ 89,902 ​ ​ 801 Lowe's ​ Adrian, MI ​ 101,287 ​ ​ 703 Home Depot (3) ​ Woodridge, IL ​ 110,626 ​ ​ 693 Best Buy ​ Downers Grove, IL ​ 62,860 ​ ​ 684 Beachside Hospitality Group ​ Longboat Key, FL ​ 6,520 ​ ​ 657 At Home ​ Turnersville, NJ ​ 89,460 ​ ​ 641 Live Nation ​ East Troy, WI ​ - (2) ​ ​ 634 Dicks Sporting Goods ​ Downers Grove, IL ​ 38,297 ​ ​ 630 Academy Sports ​ Florence, SC ​ 58,410 ​ ​ 625 Lowe's ​ Fremont, OH ​ 125,357 ​ ​ 603 Dicks Sporting Goods ​ Chesterfield, MI ​ 49,979 ​ ​ 603 Crunch Fitness ​ Buford, GA ​ 24,800 ​ ​ 514 Walgreens ​ Feasterville-Trevose, PA ​ 14,820 ​ ​ 509 Best Buy ​ Lafayette, LA ​ 45,611 ​ ​ 507 AMC ​ Tyngsborough, MA ​ 39,474 ​ ​ 507 Sportsman's Warehouse ​ Morgantown, WV ​ 30,547 ​ ​ 498 Dicks Sporting Goods ​ Vineland, NJ ​ 50,000 ​ ​ 496 Dicks Sporting Goods ​ McDonough, GA ​ 46,315 ​ ​ 495 Party City ​ Oceanside, NY ​ 15,500 ​ ​ 490 Walgreens ​ Blackwood, NJ ​ 14,820 ​ ​ 464 Dicks Sporting Goods ​ Glen Allen, VA ​ 23,635 ​ ​ 458 Old Time Pottery ​ Orange Park, FL ​ 84,180 ​ ​ 439 Walgreens ​ West Hartford, CT ​ 12,805 ​ ​ 430 Walgreens ​ Brick, NJ ​ 14,550 ​ ​ 418 Best Buy ​ Dayton, OH ​ 45,535 ​ ​ 409 CVS ​ Baton Rouge, LA ​ 13,813 ​ ​ 383 HomeGoods ​ Vineland, NJ ​ 30,006 ​ ​ 375 Verizon ​ Vineland, NJ ​ 6,034 ​ ​ 359 Home Depot ​ Vineland, NJ ​ 125,218 ​ ​ 353 Walgreens ​ Decatur, IL ​ 14,820 ​ ​ 353 Best Buy ​ McDonough, GA ​ 30,038 ​ ​ 338 Walgreens ​ Edgewater, MD ​ 14,820 ​ ​ 328 Verizon ​ Turnersville, NJ ​ 6,027 ​ ​ 326 Michaels ​ Vineland, NJ ​ 24,000 ​ ​ 318 Old Time Pottery ​ West Chicago, IL ​ 78,721 ​ ​ 313 Office Depot ​ Albuquerque, NM ​ 30,346 ​ ​ 300 Best Buy ​ Vineland, NJ ​ 20,460 ​ ​ 297 Ashley HomeStore ​ Dayton, OH ​ 33,310 ​ ​ 285 Walgreens ​ Taylorville, IL ​ 14,550 ​ ​ 261 Walgreens ​ Tacoma, WA ​ 14,125 ​ ​ 259 Walgreens ​ Albany, GA ​ 14,770 ​ ​ 258 Walmart ​ Hempstead, TX ​ 52,190 ​ ​ 253 7 Table of Contents Marshalls ​ Vineland, NJ ​ 22,910 ​ ​ 245 Walmart ​ Malden, MO ​ 48,081 ​ ​ 240 Circle K ​ Indianapolis, IN ​ 4,283 ​ ​ 231 Nawabi Hyderabad House ​ Concord, NC ​ 7,480 ​ ​ 229 Walgreens ​ Glen Burnie, MD ​ 14,490 ​ ​ 228 7-Eleven (3) ​ Olathe, KS ​ 4,165 ​ ​ 219 Office Depot ​ Gadsden, AL ​ 23,638 ​ ​ 217 Boot Barn ​ Concord, NC ​ 10,037 ​ ​ 195 Dollar Tree/Family Dollar ​ Lynn, MA ​ 9,228 ​ ​ 176 Mattress Firm ​ Richmond, IN ​ 5,108 ​ ​ 175 Mattress Firm ​ Lake City, FL ​ 4,577 ​ ​ 170 Tractor Supply Company ​ Washington Court, OH ​ 39,984 ​ ​ 159 Advance Auto Parts ​ St.
The following is a summary of the relevant leases attributable to these properties: ​ ​ ​ ​ ​ ​ ​ ​ ​ Description ​ Location ​ Rentable Square Feet ​ Annualized Base Rent ($000's) (1) Beachside Hospitality Group ​ Anna Maria, FL ​ 10,600 ​ $ 1,996 Germfree Laboratories ​ Ormond Beach, FL ​ 160,013 ​ ​ 1,931 Dicks Sporting Goods ​ Victor, NY ​ 120,908 ​ ​ 1,871 Bass Pro Shops ​ Hermantown, MN ​ 66,033 ​ ​ 1,370 Walmart ​ Howell, MI ​ 214,172 ​ ​ 1,369 Lowe's ​ Knoxville, TN ​ 142,092 ​ ​ 1,363 BJ's Wholesale Club ​ Concord, NC ​ 108,532 ​ ​ 1,255 Beachside Hospitality Group ​ Bradenton Beach, FL ​ 22,131 ​ ​ 1,168 Alamo Drafthouse ​ Westminster, CO ​ 43,815 ​ ​ 1,153 Walmart ​ Houston, TX ​ 131,039 ​ ​ 959 At Home ​ Concord, NC ​ 108,338 ​ ​ 947 Lowe's ​ Houston, TX ​ 131,644 ​ ​ 917 Lowe's ​ Logan, WV ​ 114,731 ​ ​ 870 Burlington ​ North Richland Hills, TX ​ 70,891 ​ ​ 859 7 Table of Contents Lowe's (3) ​ Stockton, CA ​ 138,136 ​ ​ 756 Lowe's ​ Adrian, MI ​ 101,287 ​ ​ 703 Home Depot ​ Woodridge, IL ​ 110,626 ​ ​ 693 Best Buy ​ Downers Grove, IL ​ 62,860 ​ ​ 684 Beachside Hospitality Group ​ Longboat Key, FL ​ 6,520 ​ ​ 657 At Home ​ Turnersville, NJ ​ 89,460 ​ ​ 641 Academy Sports ​ Tupelo, MS ​ 62,943 ​ ​ 634 Live Nation ​ East Troy, WI ​ - (2) ​ ​ 634 Dicks Sporting Goods ​ Downers Grove, IL ​ 38,297 ​ ​ 630 Walmart (3) ​ Richmond, VA ​ 116,425 ​ ​ 625 Academy Sports ​ Florence, SC ​ 58,410 ​ ​ 625 Lowe's ​ Fremont, OH ​ 125,357 ​ ​ 603 Dicks Sporting Goods ​ Chesterfield, MI ​ 49,979 ​ ​ 603 Crunch Fitness ​ Buford, GA ​ 24,800 ​ ​ 514 Lowe's (3) ​ El Paso, TX ​ 136,545 ​ ​ 512 Best Buy ​ Lafayette, LA ​ 45,611 ​ ​ 507 AMC ​ Tyngsborough, MA ​ 39,474 ​ ​ 507 Sportsman's Warehouse ​ Morgantown, WV ​ 30,547 ​ ​ 498 Dicks Sporting Goods ​ Vineland, NJ ​ 50,000 ​ ​ 496 Dicks Sporting Goods ​ McDonough, GA ​ 46,315 ​ ​ 495 Walgreens ​ Blackwood, NJ ​ 14,820 ​ ​ 464 Dicks Sporting Goods ​ Glen Allen, VA ​ 23,635 ​ ​ 458 Best Buy ​ Dayton, OH ​ 45,535 ​ ​ 432 CVS ​ Baton Rouge, LA ​ 13,813 ​ ​ 383 Marshalls ​ Vineland, NJ ​ 30,006 ​ ​ 375 Verizon ​ Vineland, NJ ​ 6,034 ​ ​ 359 Home Depot (3) ​ Vineland, NJ ​ 125,218 ​ ​ 353 Walgreens ​ Decatur, IL ​ 14,820 ​ ​ 353 Michaels ​ Vineland, NJ ​ 24,000 ​ ​ 342 Best Buy ​ McDonough, GA ​ 30,038 ​ ​ 338 Walgreens ​ Edgewater, MD ​ 14,820 ​ ​ 328 Office Depot ​ Albuquerque, NM ​ 30,346 ​ ​ 319 Old Time Pottery ​ West Chicago, IL ​ 78,721 ​ ​ 313 Best Buy ​ Vineland, NJ ​ 20,460 ​ ​ 297 Petco ​ Richmond, VA ​ 13,386 ​ ​ 294 Ashley HomeStore ​ Dayton, OH ​ 33,310 ​ ​ 285 TJ Maxx ​ Richmond, VA ​ 21,089 ​ ​ 264 Walgreens ​ Albany, GA ​ 14,770 ​ ​ 258 Walmart ​ Hempstead, TX ​ 52,190 ​ ​ 253 HomeGoods ​ Vineland, NJ ​ 22,910 ​ ​ 245 Walmart ​ Malden, MO ​ 48,081 ​ ​ 240 Nawabi Hyderabad House ​ Concord, NC ​ 7,480 ​ ​ 229 Walgreens ​ Glen Burnie, MD ​ 14,490 ​ ​ 228 7-Eleven (3) ​ Olathe, KS ​ 4,165 ​ ​ 219 Office Depot ​ Gadsden, AL ​ 23,638 ​ ​ 217 Boot Barn ​ Concord, NC ​ 10,037 ​ ​ 195 Mattress Firm ​ Richmond, IN ​ 5,108 ​ ​ 175 Mattress Firm ​ Lake City, FL ​ 4,577 ​ ​ 170 Bounce Hopper ​ Victor, NY ​ 20,055 ​ ​ 159 Miya Nails ​ Richmond, VA ​ 10,823 ​ ​ 155 Advance Auto Parts ​ St.
The 134 properties in our portfolio represent 3.9 million gross rentable square feet, are 98% occupied, and are primarily located in, or in close proximity to major metropolitan statistical areas, or MSAs, and in markets in the United States with favorable economic and demographic conditions supporting the underlying businesses of our tenants.
The 127 properties in our portfolio are primarily located in, or in close proximity to major metropolitan statistical areas, or MSAs, and in markets in the United States with favorable economic and demographic conditions supporting the underlying businesses of our tenants.
As of December 31, 2023, the Company’s commercial loan investments portfolio included two construction loans and one mortgage note with a total carrying value of $35.1 million. See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2023.
As of December 31, 2023, the Company’s commercial loan investments portfolio included two construction loans and one mortgage note with a total carrying value of $35.1 million.
As of December 31, 2024, we have $90.4 million of availability 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. ​ Debt .
As of December 31, 2025, we have $79.9 million of availability 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. ​ 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.
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.
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. ​ Property Portfolio ​ As of December 31, 2025, the Company owned 127 properties in 32 states.
Our largest property, as measured by annualized base rent, is located in the Tampa-St. Petersburg, Florida MSA. ​ ● 98% Occupied with Primarily Long Duration Leases . Our portfolio is 98% occupied.
Our largest property, as measured by annualized base rent, is located in the Rochester, New York MSA. ​ ● High Occupancy with Primarily Long Duration Leases . Our portfolio is 99.5% occupied.
Significant 13 Table of Contents fines can be assessed for violation of these regulations. As a result of these regulations, building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACM.
As a result of these regulations, building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACM. The regulations may affect the value of a building containing ACM in which we have invested.
Albright, also serves as an executive officer and director of CTO. 14 Table of Contents AVAILABLE INFORMATION The Company maintains a website at www.alpinereit.com . The Company is providing the address to its website solely for the information of investors.
Albright, also serves as an executive officer and director of CTO. AVAILABLE INFORMATION The Company maintains a website at www.alpinereit.com . The Company is providing the address to its website solely for the information of investors. The information on the Company’s website is not a part of, nor is it incorporated by reference into this Annual Report on Form 10-K.
As of December 31, 2024, we have a total ownership interest in the Operating Partnership of 92.3%, with CTO holding, directly and indirectly, a 7.7% ownership interest in the Operating Partnership.
As of December 31, 2025, we have a total common ownership interest in the Operating Partnership of 92.4%, with CTO holding, directly and indirectly, a 7.6% 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).
Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.
Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions.
The Amendment extended the expiration date of the initial term of the Management Agreement from November 26, 2024 to January 31, 2025 and the initial term will automatically renew for an unlimited number of successive one-year periods thereafter, unless the agreement is not renewed or is terminated in accordance with its terms.
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.
These laws may impose liability for improper handling or a release into the environment of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM.
These laws may impose liability for improper handling or a release into the environment of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM. ​ 14 Table of Contents When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time.
We may also terminate the Management Agreement for cause at any time, including during the initial term, without the payment of any termination fee, with 30 days’ prior written notice from the Board. During the initial term of the Management Agreement, we may not terminate the Management Agreement except for cause.
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.
Rentable square feet represents improvements on the property that revert to us at the expiration of the lease. (4) The Century Theater lease expired on November 30, 2024 and the property was vacant as of December 31, 2024.
Rentable square feet represents improvements on the property that revert to us at the expiration of the lease.
In addition, we pay all of our operating expenses, except those specifically required to be borne by our Manager pursuant to the Management Agreement. ROFO Agreement On November 26, 2019, PINE also entered into an Exclusivity and Right of First Offer Agreement with CTO (the “ROFO Agreement”).
ROFO Agreement On November 26, 2019, PINE also entered into an Exclusivity and Right of First Offer Agreement with CTO (the “ROFO Agreement”).
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 the entity that owns the real estate.
As of December 31, 2024, 11% of the Company’s income property portfolio, based on square footage, was located in each of the states of New Jersey and Michigan. 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 the entity that owns the real estate.
The 2022 Amended and Restated Credit Agreement includes an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments not to exceed $750.0 million in the aggregate. ​ Mortgage Notes Payable.
The 2022 Amended and Restated Credit Agreement includes an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments not to exceed $750.0 million in the aggregate. ​ Market Opportunity ​ We believe that investor demand remains resilient for the net lease industry with the total addressable market continuing to expand through sale-leaseback transactions and new developments.
As of December 31, 2024, 11% of the Company’s income property portfolio, based on square footage, was located in each of the states of New Jersey and Michigan. As of December 31, 2023, 13%, 11%, and 11% of the Company’s income property portfolio, based on square footage, was located in the states of Texas, New Jersey, and Michigan, respectively.
For the years ended December 31, 2024 and 2023, Walgreens represented 11% of lease income revenues. 9 Table of Contents As of December 31, 2025, 14% of the Company’s income property portfolio, based on square footage, was located in the state of Texas.
On July 18, 2024, the Operating Partnership and PINE entered into an amendment (the “Amendment”) to the Management Agreement with the Manager.
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.
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.
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.
Management Agreement On November 26, 2019, the Operating Partnership and PINE entered into a management agreement with the Manager (the “Management Agreement”).
See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2023. ​ Management Agreement On November 26, 2019, the Operating Partnership and PINE entered into a management agreement with the Manager (the “Management Agreement”).
No individual tenant accounted for more than 10% of lease income from the Company’s income properties during the year ended December 31, 2022. For the years ended December 31, 2024 and 2023, Walgreens represented 11% of lease income from the Company’s income properties.
For the year ended December 31, 2025, Dick’s Sporting Goods and Lowe’s accounted for 11% and 10% of lease income revenues, respectively.
Removed
On June 30, 2021, in connection with the acquisition of six net lease properties from CTO (the “CMBS Portfolio”), the Company assumed an existing $30.0 million secured mortgage, which bears interest at a fixed rate of 4.33% (the “CMBS Loan”). On December 1, 2022, the Company completed the defeasance of the CMBS Loan, unencumbering the CMBS Portfolio.
Added
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.
Removed
The Company sold four of the six properties subsequent to the defeasance, during the year ended December 31, 2022. ​ Market Opportunity ​ We believe that investor demand remains resilient for the net lease industry with the total addressable market continuing to expand through sale-leaseback transactions and new developments.
Added
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.
Removed
The Company seeks to invest in commercial loans and investments secured by real estate with the same general fundamentals as our net lease property investments. ​ Property Portfolio ​ As of December 31, 2024, the Company owned 134 properties in 35 states.
Added
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.
Removed
We believe that each of our properties has the necessary permits and approvals. Americans With Disabilities Act.
Added
As of December 31, 2025, $32.9 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.
Removed
When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants.
Added
The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed.
Removed
The information on the Company’s website is not a part of, nor is it incorporated by reference into this Annual Report on Form 10-K.
Added
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”).
Added
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. ​ 5 Table of Contents Debt .
Added
Williams (3) ​ Richmond, VA ​ 5,982 ​ ​ 76 Starbucks ​ Vineland, NJ ​ 1,500 ​ ​ 75 Dollar General ​ Warsaw, NY ​ 14,495 ​ ​ 74 Hardee's ​ Belleville, IL ​ 3,230 ​ ​ 71 Burger King ​ Dundee, MI ​ 3,255 ​ ​ 70 Jiffy Lube ​ Lake Charles, LA ​ 1,897 ​ ​ 66 Advance Auto Parts ​ Ludington, MI ​ 6,604 ​ ​ 63 Advance Auto Parts ​ New Baltimore, MI ​ 6,784 ​ ​ 63 Sushi Lovers ​ Vineland, NJ ​ 1,999 ​ ​ 60 Dollar General ​ Perry, NY ​ 9,181 ​ ​ 59 Dollar General ​ Dansville, NY ​ 9,174 ​ ​ 57 Dollar General ​ Ellicottville, NY ​ 9,144 ​ ​ 56 Playa Bowls ​ Vineland, NJ ​ 1,498 ​ ​ 55 Philly Pretzel ​ Vineland, NJ ​ 1,505 ​ ​ 42 7Brew (3)(4) ​ Orange Park, FL ​ - ​ ​ - Vacant ​ Jackson, MS ​ 1,920 ​ ​ - Vacant ​ Leland, MS ​ 3,343 ​ ​ - Vacant ​ Oceanside, NY ​ 15,500 ​ ​ - Vacant ​ Vineland, NJ ​ 1,500 ​ ​ - ​ ​ ​ ​ 4,272,921 ​ $ 46,227 (1) Annualized straight-line base rental income in place as of December 31, 2025.
Added
During the year ended December 31, 2025, the Company originated (i) 11 commercial loans for an aggregate investment volume of $137.3 million at a weighted average initial cash yield of 12.4% and (ii) one, $2.0 million short-term mortgage note with an initial cash yield of 16.5%, that was originated on June 5, 2025 and repaid in full on July 2, 2025.
Added
Additionally, during the year ended December 31, 2025, the Company amended five existing commercial loan investments whereby certain maturity dates were extended and the total face amounts of four loan investments were upsized by an aggregate of $39.7 million.
Added
Also during the year ended December 31, 2025, the Company sold a $10.0 million A-1 participation interest in a $29.5 million mortgage note that was initially originated by the Company.
Added
As of December 31, 2025, the Company’s commercial loan investments portfolio included nine construction loans, six mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with an aggregate carrying value of $167.6 million.
Added
See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2025. ​ 2024 Commercial Loans and Investments Portfolio .
Added
During the year ended December 31, 2024, the Company originated three commercial loans for an aggregate investment volume of $31.1 million at a weighted average initial cash yield of 10.7%.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

124 edited+29 added−22 removed318 unchanged
Biggest changeAn epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt our tenants’ ability to operate their businesses and/or pay rent to us or prevent us from operating our business in the ordinary course for an extended period.
Biggest changeAdditionally, ineffective disclosure controls and procedures could also adversely affect our ability to prevent or detect fraud, harm our reputation and cause investors to lose confidence in our reports filed with, or submitted to, the SEC, which would likely have a negative effect on the trading prices of our securities. 50 Table of Contents An epidemic or pandemic (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt our tenants’ ability to operate their businesses and/or pay rent to us or prevent us from operating our business in the ordinary course for an extended period.
Leases with unrated or non-investment grade rated tenants may be subject to a greater risk of default. ● The decrease in demand for retail space may materially and adversely affect us. ● We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all. ● The tenants that occupy our properties compete in industries that depend upon discretionary spending by consumers.
Leases with unrated or non-investment grade rated tenants may be subject to a greater risk of default. ● A decrease in demand for retail space may materially and adversely affect us. ● We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all. ● The tenants that occupy our properties compete in industries that depend upon discretionary spending by consumers.
A prolonged period of economic weakness, another downturn in the U.S. economy or accelerated dislocation of these industries due to the impact of e-commerce, could cause consumers to reduce their discretionary spending in general or spending at these locations in particular, which could have a material and adverse effect on us. ​ The vacancy of one or more of our properties could result in us having to incur significant capital expenditures to re-tenant the space. ​ The loss of a tenant, either through lease expiration or tenant bankruptcy or insolvency, may require us to spend significant amounts of capital to renovate the property before it is suitable for a new tenant and cause us to incur significant costs to source new tenants.
A prolonged period of economic weakness, another downturn in the U.S. economy or accelerated dislocation of these industries due to the impact of e-commerce, could cause consumers to reduce their discretionary spending in general or spending at these locations in particular, which could have a material and adverse effect on us. ​ The vacancy of one or more of our properties could result in us having to incur significant capital expenditures to re-tenant the space. ​ The loss of a tenant, either through lease expiration, tenant bankruptcy or insolvency, may require us to spend significant amounts of capital to renovate the property before it is suitable for a new tenant and cause us to incur significant costs to source new tenants.
We have invested in commercial loans secured by commercial real estate and may from time to time in the future opportunistically invest in additional commercial loans secured by commercial real estate or similar financings secured by real estate.
We have invested in commercial loans secured by real estate and may from time to time in the future opportunistically invest in additional commercial loans secured by real estate or similar financings secured by real estate.
We may pay taxable dividends in our common stock and cash, in which case stockholders may sell shares of our common stock to pay tax on such dividends, placing downward pressure on the market price of our common stock. We may satisfy the 90% distribution test with taxable distributions of our common stock.
We may pay taxable dividends in our stock and cash, in which case stockholders may sell shares of our common stock to pay tax on such dividends, placing downward pressure on the market price of our stock. We may satisfy the 90% distribution test with taxable distributions of our stock.
Future issuances of debt securities, which would rank senior to shares of our common stock upon our liquidation, and future issuances of equity securities (including preferred stock and OP Units), which would dilute the holdings of our then-existing common stockholders and may be senior to shares of our common stock for the purposes of making distributions, periodically or upon liquidation, may materially and adversely affect the market price of our common stock.
Future issuances of debt securities, which would rank senior to shares of our common stock and preferred stock upon our liquidation, and future issuances of equity securities (including preferred stock and OP Units), which would dilute the holdings of our then-existing common stockholders and may be senior to shares of our common stock for the purposes of making distributions, periodically or upon liquidation, may materially and adversely affect the market price of our common stock.
Accordingly, our performance is subject to risks incident to the ownership of commercial real estate, including: 16 Table of Contents ● inability to collect rents from tenants due to financial hardship, including bankruptcy; ● changes in local real estate conditions in the markets where our properties are located, including the availability and demand for the properties we own; ● changes in consumer trends and preferences that affect the demand for products and services offered by our tenants; ● adverse changes in national, regional and local economic conditions; ● inability to lease or sell properties upon expiration or termination of existing leases; ● environmental risks, including the presence of hazardous or toxic substances on our properties; ● the subjectivity of real estate valuations and changes in such valuations over time; ● illiquidity of real estate investments, which may limit our ability to modify our portfolio promptly in response to changes in economic or other conditions; ● zoning or other local regulatory restrictions, or other factors pertaining to the local government institutions which inhibit interest in the markets in which our properties are located; ● changes in interest rates and the availability of financing; ● competition from other real estate companies similar to ours and competition for tenants, including competition based on rental rates, age and location of properties and the quality of maintenance, insurance and management services; ● acts of God, including natural disasters and global pandemics, such as the COVID-19 Pandemic, which impact the United States, which may result in uninsured losses; ● acts of war or terrorism, including consequences of terrorist attacks; ● changes in tenant preferences that reduce the attractiveness and marketability of our properties to tenants or cause decreases in market rental rates; ● costs associated with the need to periodically repair, renovate or re-lease our properties; ● increases in the cost of our operations, particularly maintenance, insurance or real estate taxes which may occur even when circumstances such as market factors and competition cause a reduction in our revenues; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances including in response to global pandemics whereby our tenants’ businesses are forced to close or remain open on a limited basis only; and ● commodities prices.
Accordingly, our performance is subject to risks incident to the ownership of commercial real estate, including: ● inability to collect rents from tenants due to financial hardship, including bankruptcy; ● changes in local real estate conditions in the markets where our properties are located, including the availability and demand for the properties we own; ● changes in consumer trends and preferences that affect the demand for products and services offered by our tenants; ● adverse changes in national, regional and local economic conditions; ● inability to lease or sell properties upon expiration or termination of existing leases; ● environmental risks, including the presence of hazardous or toxic substances on our properties; ● the subjectivity of real estate valuations and changes in such valuations over time; ● illiquidity of real estate investments, which may limit our ability to modify our portfolio promptly in response to changes in economic or other conditions; ● zoning or other local regulatory restrictions, or other factors pertaining to the local government institutions which inhibit interest in the markets in which our properties are located; 17 Table of Contents ● changes in interest rates and the availability of financing; ● competition from other real estate companies similar to ours and competition for tenants, including competition based on rental rates, age and location of properties and the quality of maintenance, insurance and management services; ● acts of God, including natural disasters and global pandemics, such as the COVID-19 Pandemic, which impact the United States, which may result in uninsured losses; ● acts of war or terrorism, including consequences of terrorist attacks; ● changes in tenant preferences that reduce the attractiveness and marketability of our properties to tenants or cause decreases in market rental rates; ● costs associated with the need to periodically repair, renovate or re-lease our properties; ● increases in the cost of our operations, particularly maintenance, insurance or real estate taxes which may occur even when circumstances such as market factors and competition cause a reduction in our revenues; ● changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances including in response to global pandemics whereby our tenants’ businesses are forced to close or remain open on a limited basis only; and ● commodities prices.
Our access to third-party sources of capital depends, in part, on: ● general market conditions; ● the market’s perception of our growth potential; ● our current debt levels; ● our current and expected future earnings; ● our cash flow and cash distributions; and ● the market price per share of our common stock. ​ If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT, which would materially and adversely affect us. ​ Our organizational documents have no limitation on the amount of additional indebtedness that we may incur in the future.
Our access to third-party sources of capital depends, in part, on: ● general market conditions; ● the market’s perception of our growth potential; ● our current debt levels; ● our current and expected future earnings; ● our cash flow and cash distributions; and ● the market price per share of our common stock and preferred stock. ​ If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, meet the capital and operating needs of our existing properties, satisfy our debt service obligations or make the cash distributions to our stockholders necessary to maintain our qualification as a REIT, which would materially and adversely affect us. ​ Our organizational documents have no limitation on the amount of additional indebtedness that we may incur in the future.
Failure to do so may result in delinquency and/or foreclosure. ● We may suffer losses when a borrower defaults on a loan and the value of the underlying collateral is less than the amount due. ● We may experience a decline in the fair value of our real estate assets or investments which could result in impairments and would impact our financial condition and results of operations. ● The costs of compliance with or liabilities related to environmental laws may materially and adversely affect us. ● Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediation. ● Our senior management team is required to operate two publicly traded companies, CTO and our company, which could place a significant strain on our senior management team and the management systems, infrastructure and other resources of CTO on which we rely. ● We have no employees and are entirely dependent upon our Manager for all the services we require, and we cannot assure you that our Manager will allocate the resources necessary to meet our business objectives. ● CTO may be unable to obtain or retain the executive officers and other personnel that it provides to us through our Manager. ● The base management fee payable to our Manager pursuant to the Management Agreement is payable regardless of the performance of our portfolio, which may reduce our Manager’s incentive to devote the time and effort to seeking profitable investment opportunities for us. ● The incentive fee payable to our Manager pursuant to the Management Agreement may cause our Manager to select investments in more risky assets to increase its incentive compensation. ● There are conflicts of interest in our relationships with our Manager, which could result in outcomes that are not in our best interests. ● Termination of the Management Agreement could be difficult and costly, including as a result of payment of termination fees to our Manager, and may cause us to be unable to execute our business plan, which could materially and adversely affect us. ● The Management Agreement with our Manager and the ROFO Agreement with CTO were not negotiated on an arm’s-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties. ● Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders. ● Even if we remain qualified as a REIT, we may face other tax liabilities that could reduce our cash flows and negatively impact our results of operations and financial condition. ● Failure to make required distributions would subject us to U.S. federal corporate income tax. ● Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities. ● The prohibited transactions tax may limit our ability to dispose of our properties. ● The ability of the Board to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ​ Risks Related to Our Income Properties Segment We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties.
Failure to do so may result in delinquency and/or foreclosure. ● We may suffer losses when a borrower defaults on a loan and the value of the underlying collateral is less than the amount due. ● We may experience a decline in the fair value of our real estate assets or investments which could result in impairments and would impact our financial condition and results of operations. ● The costs of compliance with or liabilities related to environmental laws may materially and adversely affect us. ● Our properties may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediation. 16 Table of Contents ● Our senior management team is required to operate two publicly traded companies, CTO and our company, which could place a significant strain on our senior management team and the management systems, infrastructure and other resources of CTO on which we rely. ● We have no employees and are entirely dependent upon our Manager for all the services we require, and we cannot assure you that our Manager will allocate the resources necessary to meet our business objectives. ● CTO may be unable to obtain or retain the executive officers and other personnel that it provides to us through our Manager. ● The base management fee payable to our Manager pursuant to the Management Agreement is payable regardless of the performance of our portfolio, which may reduce our Manager’s incentive to devote the time and effort to seeking profitable investment opportunities for us. ● The incentive fee payable to our Manager pursuant to the Management Agreement may cause our Manager to select investments in more risky assets to increase its incentive compensation. ● There are conflicts of interest in our relationships with our Manager, which could result in outcomes that are not in our best interests. ● Termination of the Management Agreement could be difficult and costly, including as a result of payment of termination fees to our Manager, and may cause us to be unable to execute our business plan, which could materially and adversely affect us. ● The Management Agreement with our Manager and the ROFO Agreement with CTO were not negotiated on an arm’s-length basis and may not be as favorable to us as if they had been negotiated with unaffiliated third parties. ● Failure to remain qualified as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders. ● Even if we remain qualified as a REIT, we may face other tax liabilities that could reduce our cash flows and negatively impact our results of operations and financial condition. ● Failure to make required distributions would subject us to U.S. federal corporate income tax. ● Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities. ● The prohibited transactions tax may limit our ability to dispose of our properties. ● The ability of the Board to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ​ Risks Related to Our Income Properties Segment We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties.
An epidemic or pandemic could have a material and adverse effect on or cause disruption to our business or financial condition, results of operations, cash flows and the market value and trading price of our securities due to, among other factors: ● A complete or partial closure of, or other operational issues with, our portfolio as a result of government or tenant action; ● Declines in or instability of the economy or financial markets may result in a recession or negatively impact consumer discretionary spending, which could adversely affect retailers and consumers; ● A reduction of economic activity may severely impact our tenants’ business operations, financial condition, liquidity and access to capital resources and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, to default on their lease, or to otherwise seek modifications of such obligations; ● The inability to access debt and equity capital on favorable terms, if at all, or a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt, reduce our ability to make cash distributions to our stockholders and increase our future interest expense; ● A general decline in business activity and demand for real estate transactions would adversely affect our ability to successfully execute our investment strategies or expand our portfolio; ● A significant reduction in our cash flows could impact our ability to continue paying cash dividends to our stockholders at expected levels or at all; ● The financial impact could negatively affect our future compliance with financial and other covenants of our debt instruments, and the failure to comply with such covenants could result in a default that accelerates the payment of such debt; and ● The potential negative impact on the health of on CTO’s employees or members of the Board or CTO’s board of directors, particularly if a significant number are impacted, or the impact of government actions or restrictions, 48 Table of Contents including stay-at-home orders, restricting access to CTO’s headquarters, could result in a deterioration in our ability to ensure business continuity during a disruption. ​ A prolonged continuation of or repeated temporary business closures, reduced capacity at businesses or other social-distancing practices, and quarantine orders may adversely impact our tenants’ ability to generate sufficient revenues to meet financial obligations, and could force tenants to default on their leases, or result in the bankruptcy of tenants, which would diminish the rental revenue we receive under our leases.
An epidemic or pandemic could have a material and adverse effect on or cause disruption to our business or financial condition, results of operations, cash flows and the market value and trading price of our securities due to, among other factors: ● A complete or partial closure of, or other operational issues with, our portfolio as a result of government or tenant action; ● Declines in or instability of the economy or financial markets may result in a recession or negatively impact consumer discretionary spending, which could adversely affect retailers and consumers; ● A reduction of economic activity may severely impact our tenants’ business operations, financial condition, liquidity and access to capital resources and may cause one or more of our tenants to be unable to meet their obligations to us in full, or at all, to default on their lease, or to otherwise seek modifications of such obligations; ● The inability to access debt and equity capital on favorable terms, if at all, or a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our access to capital necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt, reduce our ability to make cash distributions to our stockholders and increase our future interest expense; ● A general decline in business activity and demand for real estate transactions would adversely affect our ability to successfully execute our investment strategies or expand our portfolio; ● A significant reduction in our cash flows could impact our ability to continue paying cash dividends to our stockholders at expected levels or at all; ● The financial impact could negatively affect our future compliance with financial and other covenants of our debt instruments, and the failure to comply with such covenants could result in a default that accelerates the payment of such debt; and ● The potential negative impact on the health of on CTO’s employees or members of the Board or CTO’s board of directors, particularly if a significant number are impacted, or the impact of government actions or restrictions, including stay-at-home orders, restricting access to CTO’s headquarters, could result in a deterioration in our ability to ensure business continuity during a disruption. ​ A prolonged continuation of or repeated temporary business closures, reduced capacity at businesses or other social-distancing practices, and quarantine orders may adversely impact our tenants’ ability to generate sufficient revenues to meet financial obligations, and could force tenants to default on their leases, or result in the bankruptcy of tenants, which would diminish the rental revenue we receive under our leases.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of the securities of any one issuer, no more than 20% of the value of our total assets can be represented by the securities of one or more TRSs and no more than 25% of our assets can be represented by debt of “publicly offered REITs” (i.e., REITs that are required to file annual and periodic reports with the SEC under the Exchange Act), unless secured by real property or interests in real property.
In addition, in general, no more than 5% of the value of our assets (other than government securities, securities of TRSs and qualified real estate assets) can consist of the securities of any one issuer, no more than 25% of the value of our total assets can be represented by the securities of one or more TRSs and no more than 25% of our assets can be represented by debt of “publicly offered REITs” (i.e., REITs that are required to file annual and periodic reports with the SEC under the Exchange Act), unless secured by real property or interests in real property.
There are no restrictions in our charter or bylaws that limit the amount or percentage of indebtedness that we may incur nor restrict the form in which our indebtedness will be incurred (including recourse or non-recourse debt or cross-collateralized debt). ​ A substantial level of indebtedness in the future could have adverse consequences for our business and otherwise materially and adversely affect us because it could, among other things: ​ ● require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, thereby reducing our cash flow available to fund working capital, capital expenditures and other general corporate purposes, including to pay dividends on our common stock as currently contemplated or necessary to satisfy the requirements for qualification as a REIT; ● increase our vulnerability to general adverse economic and industry conditions and limit our flexibility in planning for, or reacting to, changes in our business and our industry; ● limit our ability to borrow additional funds or refinance indebtedness on favorable terms or at all to expand our business or ease liquidity constraints; and ● place us at a competitive disadvantage relative to competitors that have less indebtedness. ​ ​ 35 Table of Contents The agreements governing our indebtedness place restrictions on us and our subsidiaries, reducing our operational flexibility and creating risks associated with default and noncompliance.
There are no restrictions in our charter or bylaws that limit the amount or percentage of indebtedness that we may incur nor restrict the form in which our indebtedness will be incurred (including recourse or non-recourse debt or cross-collateralized debt). ​ A substantial level of indebtedness in the future could have adverse consequences for our business and otherwise materially and adversely affect us because it could, among other things: ​ ● require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, thereby reducing our cash flow available to fund working capital, capital expenditures and other general corporate purposes, including to pay dividends on our common stock and preferred stock as currently contemplated or necessary to satisfy the requirements for qualification as a REIT; ● increase our vulnerability to general adverse economic and industry conditions and limit our flexibility in planning for, or reacting to, changes in our business and our industry; ● limit our ability to borrow additional funds or refinance indebtedness on favorable terms or at all to expand our business or ease liquidity constraints; and ● place us at a competitive disadvantage relative to competitors that have less indebtedness. ​ 37 Table of Contents The agreements governing our indebtedness place restrictions on us and our subsidiaries, reducing our operational flexibility and creating risks associated with default and noncompliance.
This type of litigation could result in substantial costs and divert our management’s attention and resources. ​ There can be no assurance that we will be able to make or maintain cash distributions, and certain agreements relating to our indebtedness may, under certain circumstances, limit or eliminate our ability to make distributions to our common stockholders.
This type of litigation could result in substantial costs and divert our management’s attention and resources. ​ There can be no assurance that we will be able to make or maintain cash distributions, and certain agreements relating to our indebtedness may, under certain circumstances, limit or eliminate our ability to make distributions to our stockholders.
The U.S. may be engaged in armed conflict, which could also have an impact on the tenants, lenders or other institutions with which we have a relationship. The consequences of armed conflict are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business.
The U.S. may be engaged in armed conflict, which could also have an impact on the tenants, borrowers, lenders or other institutions with which we have a relationship. The consequences of armed conflict are unpredictable, and we may not be able to foresee events that could have an adverse effect on our business.
If we made a taxable dividend payable in cash and common stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes.
If we made a taxable dividend payable in cash and stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes.
There can be no assurance that there will not be terrorist attacks against businesses within the U.S. These attacks may directly impact our physical assets or business operations or the financial condition of our tenants, lenders or other institutions with which we have a relationship.
There can be no assurance that there will not be terrorist attacks against businesses within the U.S. These attacks may directly impact our physical assets or business operations or the financial condition of our tenants, borrowers, lenders or other institutions with which we have a relationship.
We will monitor the value of our respective investments in any TRS that we may form for the purpose of ensuring compliance with TRS ownership limitations and will structure our transactions with any TRS on terms that we believe are arm’s length to avoid incurring the 100% excise tax described above.
We will monitor the value of our respective investments in any TRS that we may form in the future for the purpose of ensuring compliance with TRS ownership limitations and will structure our transactions with any TRS on terms that we believe are arm’s length to avoid incurring the 100% excise tax described above.
These factors include, but are likely not limited to, the following: ​ ● our financial condition and operating performance and the financial condition or performance of other similar companies; 44 Table of Contents ● actual or anticipated differences in our quarterly or annual operating results as compared to expected results; ● changes in our revenues, Funds From Operations (“FFO”), Adjusted Funds From Operations (“AFFO”), or earnings estimates or recommendations by securities analysts; ● publication of research reports about us or the real estate industry generally; ● increases in market interest rates, which may lead investors to demand a higher distribution yield for shares of our common stock, and could result in increased interest expense on our debt; ● adverse market reaction to any increased indebtedness we incur in the future; ● actual or anticipated changes in our and our tenants’ businesses or prospects, including as a result of the impact of a global pandemic, such as the COVID-19 Pandemic; ● the current state of the credit and capital markets, and our ability and the ability of our tenants to obtain financing on favorable terms; ● conflicts of interest with CTO and its affiliates, including our Manager; ● the termination of our Manager or additions and departures of key personnel of our Manager; ● increased competition in our markets; ● strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business or growth strategies; ● the passage of legislation or other regulatory developments that adversely affect us or our industry; ● adverse speculation in the press or investment community; ● actions by institutional stockholders; ● the extent of investor interest in our securities; ● the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; ● investor confidence in the stock and bond markets, generally; ● changes in tax laws; ● equity issuances by us (including the issuances of OP Units), or common stock resales by our stockholders, or the perception that such issuances or resales may occur; ● volume of average daily trading and the amount of our common stock available to be traded; ● changes in accounting principles; ● failure to maintain our qualification as a REIT; ● failure to comply with the rules of the NYSE or maintain the listing of our common stock on the NYSE; ● terrorist acts, natural or man-made disasters, including global pandemics impacting the United States, or threatened or actual armed conflicts; and ● general market and local, regional and national economic conditions, including factors unrelated to our operating performance and prospects. ​ No assurance can be given that the market price of our common stock will not fluctuate or decline significantly in the future or that holders of shares of our common stock will be able to sell their shares when desired on favorable terms, or at all.
These factors include, but are likely not limited to, the following: ​ ● our financial condition and operating performance and the financial condition or performance of other similar companies; ● actual or anticipated differences in our quarterly or annual operating results as compared to expected results; ● changes in our revenues, Funds From Operations (“FFO”), Adjusted Funds From Operations (“AFFO”), or earnings estimates or recommendations by securities analysts; ● publication of research reports about us or the real estate industry generally; ● increases in market interest rates, which may lead investors to demand a higher distribution yield for our securities, and could result in increased interest expense on our debt; ● adverse market reaction to any increased indebtedness we incur in the future; ● actual or anticipated changes in our and our tenants’ businesses or prospects, including as a result of the impact of a global pandemic, such as the COVID-19 Pandemic; 46 Table of Contents ● the current state of the credit and capital markets, and our ability and the ability of our tenants to obtain financing on favorable terms; ● conflicts of interest with CTO and its affiliates, including our Manager; ● the termination of our Manager or additions and departures of key personnel of our Manager; ● increased competition in our markets; ● strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business or growth strategies; ● the passage of legislation or other regulatory developments that adversely affect us or our industry; ● adverse speculation in the press or investment community; ● actions by institutional stockholders; ● the extent of investor interest in our securities; ● the general reputation of REITs and the attractiveness of our equity securities in comparison to other equity securities, including securities issued by other real estate-based companies; ● investor confidence in the stock and bond markets, generally; ● changes in tax laws; ● equity issuances by us (including the issuances of OP Units), or resales of our securities by our stockholders, or the perception that such issuances or resales may occur; ● volume of average daily trading and the amount of our securities available to be traded; ● changes in accounting principles; ● failure to maintain our qualification as a REIT; ● failure to comply with the rules of the NYSE or maintain the listing of our securities on the NYSE; ● terrorist acts, natural or man-made disasters, including global pandemics impacting the United States, or threatened or actual armed conflicts; and ● general market and local, regional and national economic conditions, including factors unrelated to our operating performance and prospects. ​ No assurance can be given that the market prices of our securities will not fluctuate or decline significantly in the future or that holders of our securities will be able to sell their securities when desired on favorable terms, or at all.
Further, even if we are able to acquire properties covered by the ROFO Agreement, there is no guarantee that such properties will be able to maintain their historical performance, or that we will be able to realize the same returns from those properties as CTO. 22 Table of Contents We face significant competition for tenants, which may adversely impact the occupancy levels of our portfolio or prevent increases of the rental rates of our properties. ​ We compete with numerous developers, owners and operators of net leased properties, many of which are much larger and own properties similar to ours in the same markets in which our properties are located.
Further, even if we are able to acquire properties covered by the ROFO Agreement, there is no guarantee that such properties will be able to maintain their historical performance, or that we will be able to realize the same returns from those properties as CTO. ​ 24 Table of Contents We face significant competition for tenants, which may adversely impact the occupancy levels of our portfolio or prevent increases of the rental rates of our properties. ​ We compete with numerous developers, owners and operators of net leased properties, many of which are much larger and own properties similar to ours in the same markets in which our properties are located.
If we made a taxable dividend payable in cash and our common stock and a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock.
If we made a taxable dividend payable in cash and our stock and a significant number of our stockholders determine to sell shares of our stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our stock.
This could increase the cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear.
This could increase the cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise bear.
A reduction in the willingness or ability of consumers to use their discretionary income in the businesses of our tenants and potential tenants could adversely impact our tenants’ and potential tenants’ businesses and thereby adversely impact our ability to collect rents and reduce the demand for leasing our properties. ● The vacancy of one or more of our properties could result in us having to incur significant capital expenditures to re-tenant the space. ● We may be unable to identify suitable property acquisitions or developments, which may impede our growth, and our future acquisitions and developments may not yield the returns we expect. ● We face significant competition for tenants, which may adversely impact the occupancy levels of our portfolio or prevent increases of the rental rates of our properties. ● A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or repayment risk. ● Our origination or acquisition of construction loans exposes us to an increased risk of loss. 15 Table of Contents ● We may invest in fixed-rate loan investments, and an increase in market interest rates may adversely affect the value of these investments, which could adversely impact our financial condition, results of operations and cash flows. ● The commercial loans or similar financings we may acquire that are secured by commercial real estate typically depend on the ability of the property owner to generate income from operating the property.
A reduction in the willingness or ability of consumers to use their discretionary income in the businesses of our tenants and potential tenants could adversely impact our tenants’ and potential tenants’ businesses and thereby adversely impact our ability to collect rents and reduce the demand for leasing our properties. ● The vacancy of one or more of our properties could result in us having to incur significant capital expenditures to re-tenant the space. ● We may be unable to identify suitable property acquisitions or developments, which may impede our growth, and our future acquisitions and developments may not yield the returns we expect. ● We face significant competition for tenants, which may adversely impact the occupancy levels of our portfolio or prevent increases of the rental rates of our properties. ● A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or repayment risk. ● Our origination or acquisition of construction loans exposes us to an increased risk of loss. ● We invest in fixed-rate loan investments, and an increase in market interest rates may adversely affect the value of these investments, which could adversely impact our financial condition, results of operations and cash flows. ● The commercial loans or similar investments we may acquire that are secured by real estate typically depend on the ability of the property owner to generate income from operating the property.
Under the terms of the Management Agreement, our Manager, its officers, members and personnel, any person controlling or controlled by our Manager and any person providing sub-advisory services to our Manager will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance 33 Table of Contents with and pursuant to the Management Agreement, except those resulting from acts constituting gross negligence, willful misconduct, bad faith or reckless disregard of our Manager’s duties under the Management Agreement.
Under the terms of the Management Agreement, our Manager, its officers, members and personnel, any person controlling or controlled by our Manager and any person providing sub-advisory services to our Manager will not be liable to us, any subsidiary of ours, our directors, our stockholders or any subsidiary’s stockholders or partners for acts or omissions performed in accordance 35 Table of Contents with and pursuant to the Management Agreement, except those resulting from acts constituting gross negligence, willful misconduct, bad faith or reckless disregard of our Manager’s duties under the Management Agreement.
However, to qualify for this deduction, the stockholder receiving such dividends must hold the dividend-paying REIT stock for at least 46 days (taking into account certain special holding period rules) of the 91-day period beginning 45 days before the stock becomes ex-dividend, and cannot be under an obligation to make related payments with respect to a position in substantially similar or related property.
However, to qualify for this deduction, the stockholder receiving such dividends must hold the dividend-paying REIT stock for at least 46 days (taking into account certain special holding period rules) of the 91-day period beginning 45 days before the stock becomes ex-dividend, and cannot be under an 45 Table of Contents obligation to make related payments with respect to a position in substantially similar or related property.
Further, we may choose not to enforce, or to enforce less vigorously, our rights under the Management Agreement and the ROFO Agreement because of our desire to maintain our ongoing relationships with our Manager and CTO. ​ 34 Table of Contents Risks Related to Our Financing Activities Our growth depends on external sources of capital, including debt financings, that are outside of our control and may not be available to us on commercially reasonable terms or at all.
Further, we may choose not to enforce, or to enforce less vigorously, our rights under the Management Agreement and the ROFO Agreement because of our desire to maintain our ongoing relationships with our Manager and CTO. ​ 36 Table of Contents Risks Related to Our Financing Activities Our growth depends on external sources of capital, including debt financings, that are outside of our control and may not be available to us on commercially reasonable terms or at all.
We can give no assurance that we will be able to make or maintain distributions and certain agreements relating to our indebtedness may, under certain circumstances, limit or eliminate our ability to make distributions to our common stockholders.
We can give no assurance that we will be able to make or maintain distributions and certain agreements relating to our indebtedness may, under certain circumstances, limit or eliminate our ability to make distributions to our stockholders.
This may adversely affect, among other things, our ability to deploy capital into the acquisition of other properties and the execution of our overall operating strategy, which could, consequently, materially and adversely affect us.
This may adversely affect, among other things, our ability to deploy capital into the acquisition of other properties and the execution of our overall operating strategy, which could materially and adversely affect us.
There can be no assurance that the IRS would not challenge our estimate of the loan value of the real property. ​ We may invest in fixed-rate loan investments, and an increase in interest rates may adversely affect the value of these investments, which could adversely impact our financial condition, results of operations and cash flows. ​ Increases in interest rates may negatively affect the market value of our investments, particularly any fixed-rate commercial loans or other financings we have invested in.
There can be no assurance that the IRS would not challenge our estimate of the loan value of the real property. ​ We invest in fixed-rate loan investments, and an increase in interest rates may adversely affect the value of these investments, which could adversely impact our financial condition, results of operations and cash flows. ​ Increases in interest rates may negatively affect the market value of our investments, particularly the fixed-rate commercial loans and other financings we have invested in.
In the event we underestimate the performance of the borrower and/or the underlying real estate which secures our commercial loan or financing, we may experience losses or unanticipated costs regarding our investment and our financial condition, results of operations, and cash flows may be adversely impacted. 24 Table of Contents Our commercial loans and investments segment is also generally exposed to risks associated with real estate investments.
In the event we underestimate the performance of the borrower and/or the underlying real estate which secures our commercial loan or financing, we may experience losses or unanticipated costs regarding our investment and our financial condition, results of operations, and cash flows may be adversely impacted. 26 Table of Contents Our commercial loans and investments segment is also generally exposed to risks associated with real estate investments.
In addition, any distributions will be authorized at the sole discretion of the Board, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and 45 Table of Contents projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as the Board deems relevant.
In addition, any distributions will be authorized at the sole discretion of the Board, and their form, timing and amount, if any, will depend upon a number of factors, including our actual and projected results of operations, FFO, AFFO, liquidity, cash flows and financial condition, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, our REIT taxable income, the annual REIT distribution requirements, applicable law and such other factors as the Board deems relevant.
We may experience a decline in the fair value of our real estate assets which could result in impairments and would impact our financial condition and results of operations. ​ 18 Table of Contents A decline in the fair market value of our long-lived assets may require us to recognize an impairment against such assets (as defined by Financial Accounting Standards Board, or the FASB, authoritative accounting guidance) if certain conditions or circumstances related to an asset were to change and we were to determine that, with respect to any such asset, that the cash flows no longer support the carrying value of the asset.
We may experience a decline in the fair value of our real estate assets which could result in impairments and would impact our financial condition and results of operations. ​ A decline in the fair market value of our long-lived assets may require us to recognize an impairment against such assets (as defined by Financial Accounting Standards Board, or the FASB, authoritative accounting guidance) if certain conditions or circumstances related to an asset were to change and we were to determine that, with respect to any such asset, that the cash flows no longer support the carrying value of the asset.
Leases with unrated or non-investment grade rated tenants may be subject to a greater risk of default. ​ As of December 31, 2024, 49% of our tenants or parent entities thereof (based on annualized straight-line base rent) were not rated or did not have an investment grade credit rating from a recognized rating agency.
Leases with unrated or non-investment grade rated tenants may be subject to a greater risk of default. ​ As of December 31, 2025, 49% of our tenants or parent entities thereof (based on annualized straight-line base rent) were not rated or did not have an investment grade credit rating from a recognized rating agency.
The more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock.
The more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common and preferred stock.
We are a “smaller reporting company,” as defined in Regulation S-K under the Securities Act and may benefit from certain of the scaled disclosures available to smaller reporting companies. We cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our common stock less attractive to investors.
We are a “smaller reporting company,” as defined in Regulation S-K under the Securities Act and may benefit from certain of the scaled disclosures available to smaller reporting companies. We cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our securities less attractive to investors.
Consequently, there can be no assurance that the IRS will not challenge our treatment of such loans as qualifying real estate assets, which could adversely affect our ability to continue to qualify as a REIT. We may be subject to risks associated with commercial real estate loan participations.
Consequently, there can be no assurance that the IRS will not challenge our treatment of such loans as qualifying real estate assets, which could adversely affect our ability to continue to qualify as a REIT. We are subject to risks associated with commercial real estate loan participations.
As a result, our Manager may have an incentive to recommend that we issue additional equity securities at dilutive prices. If we issue additional equity securities at dilutive prices, the market price of our common stock may be adversely affected, and you could lose some or all of your investment in our common stock.
As a result, our Manager may have an incentive to recommend that we issue additional equity securities at dilutive prices. If we issue additional equity securities at dilutive prices, the market price of our securities may be adversely affected, and you could lose some or all of your investment in our securities.
Under current Maryland law, our present and former directors and executive officers will not have any liability to us or our stockholders for money damages other than liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty by the director or executive officer that was established by a final judgment and is material to the 38 Table of Contents cause of action.
Under current Maryland law, our present and former directors and executive officers will not have any liability to us or our stockholders for money damages other than liability resulting from (i) actual receipt of an improper benefit or profit in money, property or services or (ii) active and deliberate dishonesty by the director or executive officer that was established by a final judgment and is material to the cause of action.
Certain “business combination” and “control share acquisition” provisions of the Maryland General Corporation Law, or the MGCL, may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our common stock with the opportunity to realize a premium over the then-prevailing market price of our common stock.
Certain “business combination” and “control share acquisition” provisions of the Maryland General Corporation Law, or the MGCL, may have the effect of deterring a third party from making a proposal to acquire us or of impeding a change in control under circumstances that otherwise could provide the holders of our securities with the opportunity to realize a premium over the then-prevailing market price of our securities.
Accordingly, our success is largely dependent upon the expertise and services of the executive officers and other personnel of CTO provided to us through our Manager. ​ 31 Table of Contents CTO may be unable to obtain or retain the executive officers and other personnel that it provides to us through our Manager.
Accordingly, our success is largely dependent upon the expertise and services of the executive officers and other personnel of CTO provided to us through our Manager. ​ 33 Table of Contents CTO may be unable to obtain or retain the executive officers and other personnel that it provides to us through our Manager.
The Board, without stockholder approval, has the power under our charter to amend our charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the terms of such newly classified or reclassified shares.
The Board, without stockholder approval, has the power under our charter to amend our charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue, to authorize us to issue authorized but unissued shares of our common stock or preferred stock 41 Table of Contents and to classify or reclassify any unissued shares of our common stock or preferred stock into one or more classes or series of stock and set the terms of such newly classified or reclassified shares.
We could increase or decrease the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval, which could prevent a change in our control and negatively affect the market price of our common stock.
We could increase or decrease the number of authorized shares of stock, classify and reclassify unissued stock and issue stock without stockholder approval, which could prevent a change in our control and negatively affect the market price of our securities.
We do not have, apart from an interest in the Operating Partnership, any independent operations. As a result, we rely on distributions from the Operating Partnership to make any distributions we declare on shares of our common stock.
We do not have, apart from an interest in the Operating Partnership, any independent operations. As a result, we rely on distributions from the Operating Partnership to make any distributions we declare on shares of our common stock and preferred stock.
Such laws may impose fines and penalties for violations and may require permits or other governmental approvals to be obtained for the operation of a business involving such activities. 28 Table of Contents The known or potential presence of hazardous substances on a property may adversely affect our ability to sell, lease or improve the property or to borrow using the property as collateral.
Such laws may impose fines and penalties for violations and may require permits or other governmental approvals to be obtained for the operation of a business involving such activities. The known or potential presence of hazardous substances on a property may adversely affect our ability to sell, lease or improve the property or to borrow using the property as collateral.
The promulgation of policies, laws or regulations relating to climate change by governmental authorities in the U.S. and the markets in which we own properties may require us to invest additional capital in our properties. In addition, the impact of climate change on businesses operated by our tenants is not reasonably determinable at this time.
The promulgation of policies, laws or regulations relating to climate change by governmental authorities in the U.S. and the markets in which we own properties may require us to invest additional capital in our properties. In addition, the impact of climate change 31 Table of Contents on businesses operated by our tenants is not reasonably determinable at this time.
While our tenants are and will be obligated by law to comply with the ADA and typically obligated under our leases to cover costs associated with compliance, if required 30 Table of Contents changes involve greater expenditures than anticipated or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected.
While our tenants are and will be obligated by law to comply with the ADA and typically obligated under our leases to cover costs associated with compliance, if required changes involve greater expenditures than anticipated or if the changes must be made on a more accelerated basis than anticipated, the ability of our tenants to cover costs could be adversely affected.
Any of these taxes would decrease cash available for distributions to stockholders, which, in turn, could materially adversely affect our business, financial condition, results of operations or ability to make distributions to our stockholders and the trading price of our common stock. Failure to make required distributions would subject us to U.S. federal corporate income tax.
Any of these taxes would decrease cash available for distributions to stockholders, which, in turn, could materially adversely affect our business, financial condition, results of operations or ability to make distributions to our stockholders and the trading price of our securities. Failure to make required distributions would subject us to U.S. federal corporate income tax.
As a result of any of the above factors or events, the losses we may suffer could adversely impact our financial condition, results of operations and cash flows. ​ 26 Table of Contents We could fail to continue to qualify as a REIT if the IRS successfully challenges our treatment of any mezzanine loans in which we invest.
As a result of any of the above factors or events, the losses we may suffer could adversely impact our financial condition, results of operations and cash flows. ​ We could fail to continue to qualify as a REIT if the IRS successfully challenges our treatment of any mezzanine loans in which we invest.
Further, an increase in interest rates could increase the cost of financing, thereby decreasing the amount third parties are willing to pay for our properties, which would limit our ability to dispose of properties when necessary or desired. In addition, we may enter into hedging arrangements in the future.
Further, an increase in interest rates could increase the cost of financing, thereby decreasing the amount third parties are willing to pay for our properties, which would limit our ability to dispose of properties when necessary or desired. ​ 38 Table of Contents In addition, we may enter into hedging arrangements in the future.
We may be subject to adverse legislative or regulatory tax changes, in each instance with potentially retroactive effect, that could reduce the market price of our common stock. At any time, the U.S. federal income tax laws governing REITs, or the administrative interpretations of those laws may be amended.
We may be subject to adverse legislative or regulatory tax changes, in each instance with potentially retroactive effect, that could reduce the market price of our securities. At any time, the U.S. federal income tax laws governing REITs, or the administrative interpretations of those laws may be amended.
We believe the market price of the equity securities of a REIT is based primarily upon the market’s perception of the REIT’s growth potential, its current and potential future cash distributions, whether from operations, sales or refinancing, and its management and governance structure and is secondarily based upon the real estate market value of the underlying assets.
We believe the market prices of the equity securities of a REIT are based primarily upon the market’s perception of the REIT’s growth potential, its current and potential future cash distributions, whether from operations, sales or refinancing, and its management and governance structure and is secondarily based upon the real estate market value of the underlying assets.
Moreover, under Maryland law and as is provided in our charter, a majority of our entire board of directors will have the power to amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue without stockholder approval.
Moreover, under Maryland law and as is provided in our charter, a majority of our entire board of directors has the power to amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that we are authorized to issue without stockholder approval.
Any of these occurrences could materially and adversely affect us. ​ 27 Table of Contents Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us. ​ Our leases typically provide that either the landlord or the tenant will maintain property and liability insurance for the properties that are leased from us.
Any of these occurrences could materially and adversely affect us. ​ Insurance on our properties may not adequately cover all losses and uninsured losses could materially and adversely affect us. ​ Our leases typically provide that either the landlord or the tenant will maintain property and liability insurance for the properties that are leased from us.
Our stockholders will not have input into our investment decisions. All of these factors increase the uncertainty, and thus the risk, of investing in our common stock. The CTO executive officers and other CTO personnel provided to us through our Manager have substantial responsibilities under the Management Agreement.
Our stockholders will not have input into our investment decisions. All of these factors increase the uncertainty, and thus the risk, of investing in our securities. The CTO executive officers and other CTO personnel provided to us through our Manager have substantial responsibilities under the Management Agreement.
In addition, certain income from hedging transactions entered into to hedge existing hedging positions after any portion of the hedged indebtedness or property is extinguished or disposed of will not be included in income for purposes of the 75% and 95% gross income tests.
In addition, certain 43 Table of Contents income from hedging transactions entered into to hedge existing hedging positions after any portion of the hedged indebtedness or property is extinguished or disposed of will not be included in income for purposes of the 75% and 95% gross income tests.
If a hurricane, earthquake, natural disaster or other similar significant disruption occurs, we may experience disruptions to our operations and damage to our properties, which could materially and adversely affect us. Terrorist attacks or other acts of violence may also negatively affect our operations.
If a hurricane, earthquake, natural disaster or other similar significant disruption occurs, we may experience disruptions to our operations and damage to our properties, which could materially and adversely affect us. 29 Table of Contents Terrorist attacks or other acts of violence may also negatively affect our operations.
Our charter and bylaws and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest.
Our charter and bylaws and Maryland law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our securities or that our stockholders otherwise believe to be in their best interest.
These ownership limitations could have the effect of discouraging a takeover or other transaction in which holders of our common stock might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests.
These ownership limitations could have the effect of discouraging a takeover or other transaction in which holders of our securities might receive a premium for their shares over the then prevailing market price or which holders might believe to be otherwise in their best interests.
All of our executive officers are executive officers and employees of CTO and one of our 32 Table of Contents executive officers (John P. Albright) is also a member of the board of directors of our company and the board of directors of CTO.
All of our executive officers are executive officers and employees of CTO and one of our 34 Table of Contents executive officers (John P. Albright) is also a member of the board of directors of our company and the board of directors of CTO.
As of December 31, 2024, we owned 92.3% of the OP Units issued by the Operating Partnership. However, in connection with our future acquisition activities or otherwise, we may issue additional OP Units to third parties. Such issuances would reduce our ownership in the Operating Partnership. Certain provisions of Maryland law could inhibit changes in control of our company.
As of December 31, 2025, we owned 92.4% of the OP Units issued by the Operating Partnership. However, in connection with our future acquisition activities or otherwise, we may issue additional OP Units to third parties. Such issuances would reduce our ownership in the Operating Partnership. Certain provisions of Maryland law could inhibit changes in control of our company.
This as well as other restrictions on transferability and ownership will not apply, however, if the Board determines in good faith that it is no longer in our best interests to continue to qualify as a REIT. ​ 43 Table of Contents Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
This as well as other restrictions on transferability and ownership will not apply, however, if the Board determines in good faith that it is no longer in our best interests to continue to qualify as a REIT. Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
Additional increases in market interest rates, which have increased recently but are still currently at low levels relative to certain historical rates, may lead prospective purchasers of shares of our common stock to expect a higher distribution yield.
Additional increases in market interest rates, which have increased recently but are still currently at low levels relative to certain historical rates, may lead prospective purchasers of shares of our securities to expect a higher distribution yield.
Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which 47 Table of Contents could materially and adversely impact us, expose us to increased risks that would be uninsured and materially and adversely impact our ability to attract directors and officers.
Certain litigation or the resolution of certain litigation may affect the availability or cost of some of our insurance coverage, which could materially and adversely impact us, expose us to increased risks that would be uninsured and materially and adversely impact our ability to attract directors and officers.
If environmental contamination exists on our properties, we could be subject to strict, joint and/or several liability for the contamination by virtue of our ownership interest. Some of our properties may contain asbestos-containing materials, or ACM.
If environmental contamination exists on our properties, we could be subject to strict, joint and/or several liability for the contamination by virtue of our ownership 30 Table of Contents interest. Some of our properties may contain asbestos-containing materials, or ACM.
Our hedging arrangements could reduce, but may not 36 Table of Contents eliminate, the impact of rising interest rates, and they could expose us to the risk that other parties to our hedging arrangements will not perform or that the agreements relating to our hedges may not be enforceable.
Our hedging arrangements could reduce, but may not eliminate, the impact of rising interest rates, and they could expose us to the risk that other parties to our hedging arrangements will not perform or that the agreements relating to our hedges may not be enforceable.
There can be no assurance, however, that we will be able to comply with the 20% limitation or to avoid application of the 100% excise tax. You may be restricted from acquiring or transferring certain amounts of our common stock.
There can be no assurance, however, that we will be able to comply with the 25% limitation or to avoid application of the 100% excise tax. You may be restricted from acquiring or transferring certain amounts of our stock.
As a result of the registration rights agreement that we entered into with CTO, the shares of our common stock purchased by CTO in the CTO Private Placement may be eligible for future sale without restriction.
As a result of the registration rights 48 Table of Contents agreement that we entered into with CTO, the shares of our common stock purchased by CTO in the CTO Private Placement may be eligible for future sale without restriction.
In addition, such activities would likely reduce the available borrowing capacity on the revolving credit facility or any other credit facilities that we may have in place in the future, which would limit our ability to use those sources of capital for the acquisition of properties and other operating needs.
In addition, such activities would likely reduce the available borrowing capacity on the revolving credit facility or any other credit facilities that we may have in place in the future, which would limit our ability to use those sources of capital for the acquisition of properties, origination or acquisition of commercial loans and investments and other operating needs.
Because these properties have been designed or physically modified for a particular tenant, if the current lease is terminated or not renewed, we may be required to renovate 21 Table of Contents the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant.
Because these properties have been designed or physically modified for a particular tenant, if the current lease is terminated or not renewed, we may be required to renovate the property at substantial costs, decrease the rent we charge or provide other concessions in order to lease the property to another tenant.
If our interests and those of our Manager are not aligned, the execution of our business plan and our results of operations could be adversely affected, which could materially and adversely affect the market price of our common stock and our ability to make distributions to our stockholders.
If our interests and those of our Manager are not aligned, the execution of our business plan and our results of operations could be adversely affected, which could materially and adversely affect the market price of our securities and our ability to make distributions to our stockholders.
Any failure to maintain effective disclosure controls and procedures or to timely effect any necessary improvements thereto could cause us to fail to meet our reporting obligations (which could affect the listing of our common stock on the NYSE).
Any failure to maintain effective disclosure controls and procedures or to timely effect any necessary improvements thereto could cause us to fail to meet our reporting obligations (which could affect the listing of our securities on the NYSE).
If some investors find our common stock less attractive as a result, there may be a less active, liquid and/or orderly trading market for our common stock and the market price and trading volume of our common stock may be more volatile and decline significantly.
If some investors find our securities less attractive as a result, there may be a less active, liquid and/or orderly trading market for our securities and the market price and trading volume of our securities may be more volatile and decline significantly.
Some of our commercial real estate loan investments may be held in the form of participation interests or co-lender arrangements in which we share the loan rights, obligations and benefits with other lenders.
Some of our commercial real estate loan investments are held in the form of participation interests or co-lender arrangements in which we share the loan rights, obligations and benefits with other lenders.
Any such issuances, or the perception of such issuances, could materially and adversely affect the market price of our common stock. We are a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make shares of our common stock less attractive to investors.
Any such issuances, or the perception of such issuances, could materially and adversely affect the market price of our securities. We are a “smaller reporting company” and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our securities less attractive to investors.
The decrease in demand for retail space may materially and adversely affect us. ​ 19 Table of Contents As of December 31, 2024, 100% of leases based on annualized straight-line base rent were with tenants operating retail businesses. In the future, we intend to acquire additional properties leased to a single tenant operating a retail business at the property.
A decrease in demand for retail space may materially and adversely affect us. ​ As of December 31, 2025, 100% of leases based on annualized straight-line base rent were with tenants operating retail businesses. In the future, we intend to acquire additional properties leased to a single tenant operating a retail business at the property.
We do not currently intend to pay taxable dividends using both our common stock and cash, although we may choose to do so in the future. The ability of the Board to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.
We do not currently intend to pay taxable dividends using both our stock and cash, although we may choose to do so in the future. ​ 44 Table of Contents The ability of the Board to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders.
We and our stockholders could be adversely affected by any such change in the U.S. federal income tax laws, regulations or administrative interpretations which, in turn, could materially adversely affect our ability to make distributions to our stockholders and the trading price of our common and preferred stock.
We and our stockholders could be adversely affected by any such change in the U.S. federal income tax laws, regulations or administrative interpretations which, in turn, could materially adversely affect our ability to make distributions to our stockholders and the trading price of our securities.
These provisions include, among others: ● redemption rights of qualifying parties; ● transfer restrictions on OP Units; ● our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or the Operating Partnership without the consent of the limited partners; and ● the right of the limited partners to consent to transfers of the general partnership interest and mergers or other transactions involving us under specified circumstances. ​ The partnership agreement of the Operating Partnership and Delaware law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders otherwise believe to be in their best interest. 37 Table of Contents Our charter contains stock ownership limits, which may delay, defer or prevent a change of control.
These provisions include, among others: ● redemption rights of qualifying parties; ● transfer restrictions on OP Units; ● our ability, as general partner, in some cases, to amend the partnership agreement and to cause the Operating Partnership to issue units with terms that could delay, defer or prevent a merger or other change of control of us or the Operating Partnership without the consent of the limited partners; and ● the right of the limited partners to consent to transfers of the general partnership interest and mergers or other transactions involving us under specified circumstances. ​ 39 Table of Contents The partnership agreement of the Operating Partnership and Delaware law also contain other provisions that may delay, defer or prevent a transaction or a change of control that might involve a premium price for our securities or that our stockholders otherwise believe to be in their best interest.
These risks include, but are not limited to, the following: ​ ● We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties. ● Adverse changes in U.S., global and local regions or markets that impact our tenants’ businesses may materially and adversely affect us generally and the ability of our tenants to make rental payments to us pursuant to our leases. ● Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. ● Our assessment that certain of our tenants’ businesses are insulated from e-commerce pressure may prove to be incorrect, and changes in macroeconomic trends may adversely affect our tenants, either of which could impair our tenants’ ability to make rental payments to us and thereby materially and adversely affect us. ● Properties occupied by a single tenant pursuant to a single lease subject us to significant risk of tenant default. ● Our portfolio has geographic market concentrations that make us susceptible to adverse developments in those geographic markets. ● We are subject to risks related to tenant concentration, and an adverse development with respect to a large tenant could materially and adversely affect us. ● Certain of our tenants are not rated by a recognized credit rating agency or do not have an investment grade rating from such an agency.
The following list of risk factors is not exhaustive and should be read together with the more detailed risk factors contained below. ​ ● We are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties. ● Adverse changes in U.S., global and local regions or markets that impact our tenants’ businesses may materially and adversely affect us generally and the ability of our tenants to make rental payments to us pursuant to our leases. ● Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. ● Our assessment that certain of our tenants’ businesses are insulated from e-commerce pressure may prove to be incorrect, and changes in macroeconomic trends may adversely affect our tenants, either of which could impair our tenants’ ability to make rental payments to us and thereby materially and adversely affect us. ● Properties occupied by a single tenant pursuant to a single lease subject us to significant risk of tenant default. ● Our portfolio has geographic market concentrations that make us susceptible to adverse developments in those geographic markets. ● We are subject to risks related to tenant concentration, and an adverse development with respect to a large tenant could materially and adversely affect us. ● Certain of our tenants are not rated by a recognized credit rating agency or do not have an investment grade rating from such an agency.
Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through any TRS that we may form, which would be subject to U.S. federal corporate income tax.
Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through any TRS that we may form in the future, whose sales of properties would be subject to U.S. federal corporate income tax.
However, for taxable years beginning before January 1, 2026, ordinary REIT dividends constitute “qualified business income” and thus a 20% deduction is available to individual taxpayers with respect to such dividends, resulting in a 29.6% maximum U.S. federal income tax rate (plus the 3.8% surtax on net investment income, if applicable) for individual U.S. stockholders.
However, ordinary REIT dividends constitute “qualified business income” and thus a 20% deduction is available to individual taxpayers with respect to such dividends, resulting in a 29.6% maximum U.S. federal income tax rate (plus the 3.8% surtax on net investment income, if applicable) for individual U.S. stockholders.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAlbright) is also a member of CTO’s board of directors. ​ CTO’s Senior Vice President, Chief Financial Officer and Treasurer, Senior Vice President, General Counsel and Corporate Secretary, and Senior Vice President, Chief Accounting Officer work collaboratively with the MSP to implement a program designed to protect CTO’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with written information security incident response plans adopted by CTO and the Company.
Biggest changeAlbright) is also a member of CTO’s board of directors. ​ 53 Table of Contents CTO’s Senior Vice President, Chief Financial Officer and Treasurer, Senior Vice President, General Counsel and Corporate Secretary, and Senior Vice President and Chief Accounting Officer work collaboratively with the MSP to implement a program designed to protect CTO’s information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with written information security incident response plans adopted by CTO and the Company.
Consequently, the Company also relies on the processes for assessing, identifying, and managing material risks from cybersecurity threats undertaken by CTO. All of the Company’s executive officers are executive officers and employees of CTO, and one of the Company’s officers (John P.
Consequently, the Company also relies on the processes for assessing, identifying, and managing material risks from cybersecurity threats undertaken by CTO. All of the Company’s executive officers are executive officers and employees of CTO, and one of the Company’s officers (John P.
These members of CTO’s management team, together with the MSP, monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and will report such threats and incidents to the Audit Committee when appropriate. ​ CTO’s Senior Vice President, Chief Financial Officer and Treasurer, Senior Vice President, General Counsel and Corporate Secretary, and Senior Vice President, Chief Accounting Officer each hold degrees in their respective fields, and have approximately 20 years or more of experience managing risks at CTO, the Company and similar companies, including risks arising from cybersecurity threats. ​ Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition. ​
These members of CTO’s management team, together with the MSP, monitor the prevention, detection, mitigation and remediation of cybersecurity threats and incidents and will report such threats and incidents to the Audit Committee when appropriate. ​ CTO’s Senior Vice President, Chief Financial Officer and Treasurer, Senior Vice President, General Counsel and Corporate Secretary, and Senior Vice President and Chief Accounting Officer each hold degrees in their respective fields, and have approximately 20 years or more of experience managing risks at CTO, the Company, and similar companies, including risks arising from cybersecurity threats. ​ Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected and are not reasonably likely to affect the Company, including its business strategy, results of operations or financial condition. ​
Cybersecurity—Governance,” the Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s management team. ● Collaborative Approach: CTO has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by management, the Audit Committee, and the Board in a timely manner. ● Technical Safeguards: CTO and the MSP deploy technical safeguards that are designed to protect information systems from cybersecurity threats, including firewalls, intrusion prevention systems, endpoint detection and response systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. ● Incident Response and Recovery Planning: CTO and the MSP have established a written information security incident response plan that addresses the response to a cybersecurity incident, which plan is tested and evaluated on a regular basis. ● Third-Party Risk Management: CTO and the MSP maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties , including vendors, service providers and other external users of CTO’s systems, as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems. ● Education and Awareness: CTO, through the MSP, provides regular training for personnel regarding cybersecurity threats as a means to equip personnel with effective tools to address cybersecurity threats, and to communicate evolving information security policies, standards, processes and practices. ​ CTO and the MSP engage in the periodic assessment and testing of CTO’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents.
Cybersecurity—Governance,” the Board’s oversight of cybersecurity risk management is supported by the Audit Committee, which regularly interacts with the Company’s management team. ● Collaborative Approach: CTO has implemented a comprehensive, cross-functional approach to identifying, preventing and mitigating cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents so that decisions 52 Table of Contents regarding the public disclosure and reporting of such incidents can be made by management, the Audit Committee, and the Board in a timely manner. ● Technical Safeguards: CTO and the MSP deploy technical safeguards that are designed to protect information systems from cybersecurity threats, including firewalls, intrusion prevention systems, endpoint detection and response systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence. ● Incident Response and Recovery Planning: CTO and the MSP have established a written information security incident response plan that addresses the response to a cybersecurity incident, which plan is tested and evaluated on a regular basis. ● Third-Party Risk Management: CTO and the MSP maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties , including vendors, service providers and other external users of CTO’s systems, as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems. ● Education and Awareness: CTO, through the MSP, provides regular training for personnel regarding cybersecurity threats as a means to equip personnel with effective tools to address cybersecurity threats, and to communicate evolving information security policies, standards, processes and practices. ​ CTO and the MSP engage in the periodic assessment and testing of CTO’s policies, standards, processes and practices that are designed to address cybersecurity threats and incidents.
The charter of the Audit Committee also provides that the Audit Committee may receive additional training in cybersecurity and data privacy matters to enable its oversight of such risks and that the Audit Committee will regularly 50 Table of Contents report to the Board the substance of such reviews and discussions and, as necessary, recommend to the Board such actions as the Audit Committee deems appropriate. ​ As noted above, the Company relies on CTO’s information systems and the MSP in connection with the Company’s day-to-day operations.
The charter of the Audit Committee also provides that the Audit Committee may receive additional training in cybersecurity and data privacy matters to enable its oversight of such risks and that the Audit Committee will regularly report to the Board the substance of such reviews and discussions and, as necessary, recommend to the Board such actions as the Audit Committee deems appropriate. ​ As noted above, the Company relies on CTO’s information systems and the MSP in connection with the Company’s day-to-day operations.
The Company has adopted a written information security incident response plan, which, as discussed below, is overseen by the Audit Committee of the Board (the “Audit Committee”). ​ 49 Table of Contents Risk Management and Strategy ​ The Company’s cybersecurity program is focused on the following key areas: ​ ● Governance: As discussed in more detail under “Item 1C.
The Company has adopted a written information security incident response plan, which, as discussed below, is overseen by the Audit Committee of the Board (the “Audit Committee”). ​ Risk Management and Strategy ​ The Company’s cybersecurity program is focused on the following key areas: ​ ● Governance: As discussed in more detail under “Item 1C.
The Board recognizes the critical importance of maintaining the trust and confidence of our tenants and business partners.
The Board recognizes the critical importance of maintaining the trust and confidence of our tenants, borrowers, and business partners.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our principal offices are located at 369 N. New York Avenue, Suite 201, Winter Park, Florida 32789. Our telephone number is (407) 904-3324. As of December 31, 2024, the Company owns 134 net leased retail buildings located in 35 states (refer to Item 1. “Business”). ​
Biggest changeITEM 2. PROPERTIES Our principal offices are located at 369 N. New York Avenue, Suite 201, Winter Park, Florida 32789. Our telephone number is (407) 904-3324. As of December 31, 2025, the Company owns 127 net leased retail buildings located in 32 states (refer to Item 1. “Business”). ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHowever, any future distributions will be at the sole discretion of the Board and will depend upon, among other things, our actual results of operations and liquidity. Unregistered Sales of Equity Securities ​ During the years ended December 31, 2024 and December 31, 2022, there were no unregistered sales of equity securities, which were not previously reported.
Biggest changeHowever, any future distributions will be at the sole discretion of the Board and will depend upon, among other things, our actual results of operations and liquidity. ​ 54 Table of Contents Unregistered Sales of Equity Securities ​ During the years ended December 31, 2025 and December 31, 2024, there were no unregistered sales of equity securities, which were not previously reported.
On November 10, 2023, we issued 479,640 shares of our common stock to holders OP Units upon the redemption of such OP Units pursuant to the partnership agreement of the Operating Partnership.
On November 10, 2023, we issued 479,640 shares of our common stock to holders of OP Units upon the redemption of such OP Units pursuant to the partnership agreement of the Operating Partnership.
This figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” through banks, brokers and others for the benefit of beneficial owners who may vote the shares. 51 Table of Contents We intend to make quarterly distributions to our common stockholders.
This figure does not represent the actual number of beneficial owners of our common stock because shares of our common stock are frequently held in “street name” through banks, brokers and others for the benefit of beneficial owners who may vote the shares. We intend to make quarterly distributions to our common stockholders.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER REPURCHASES OF EQUITY SECURITIES The Company’s common stock trades on the NYSE under the symbol “PINE”. As of January 29, 2025, there were 144 holders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER REPURCHASES OF EQUITY SECURITIES The Company’s common stock trades on the NYSE under the symbol “PINE”. As of January 30, 2026, there were 166 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFFO and AFFO may not be comparable to similarly titled measures employed by other companies. ​ 55 Table of Contents Reconciliation of Non-GAAP Measures (in thousands, except share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 Net Income $ 2,254 ​ $ 3,266 ​ $ 33,955 Depreciation and Amortization ​ 25,594 ​ ​ 25,758 ​ ​ 23,564 Provision for Impairment ​ 1,693 ​ ​ 3,220 ​ ​ — Gain on Disposition of Assets ​ (3,443) ​ ​ (9,334) ​ ​ (33,801) Funds From Operations $ 26,098 ​ $ 22,910 ​ $ 23,718 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ Loss (Gain) on Extinguishment of Debt ​ — ​ ​ (23) ​ ​ 727 Amortization of Intangible Assets and Liabilities to Lease Income ​ (517) ​ ​ (417) ​ ​ (328) Straight-Line Rent Adjustment ​ (515) ​ ​ (402) ​ ​ (935) COVID-19 Rent Repayments ​ — ​ ​ — ​ ​ 45 Non-Cash Compensation ​ 247 ​ ​ 318 ​ ​ 310 Amortization of Deferred Financing Costs to Interest Expense ​ 720 ​ ​ 710 ​ ​ 599 Other Non-Cash Adjustments ​ 152 ​ ​ 115 ​ ​ 100 Adjusted Funds From Operations $ 26,185 ​ $ 23,211 ​ $ 24,236 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 13,858,257 ​ ​ 13,925,362 ​ ​ 11,976,001 Diluted ​ 15,082,111 ​ ​ 15,560,524 ​ ​ 13,679,495 ​ Other Data (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 FFO $ 26,098 ​ $ 22,910 ​ $ 23,718 FFO per Diluted Share $ 1.73 ​ $ 1.47 ​ $ 1.73 ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO $ 26,185 ​ $ 23,211 ​ $ 24,236 AFFO per Diluted Share $ 1.74 ​ $ 1.49 ​ $ 1.77 ​ ​ 56 Table of Contents COMPARISON OF THE YEARS ENDED DECEMBER 31, 2024 AND 2023 ​ The following presents the Company’s results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Income ​ $ 46,005 ​ $ 44,967 ​ $ 1,038 ​ 2.3% Interest Income from Commercial Loans and Investments ​ ​ 5,761 ​ ​ 637 ​ ​ 5,124 ​ 804.4% Other Revenue ​ ​ 461 ​ ​ 40 ​ ​ 421 ​ 1052.5% Total Revenues ​ ​ 52,227 ​ ​ 45,644 ​ ​ 6,583 ​ 14.4% Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Expenses ​ ​ 7,793 ​ ​ 6,580 ​ ​ 1,213 ​ 18.4% General and Administrative Expenses ​ ​ 6,575 ​ ​ 6,301 ​ ​ 274 ​ 4.3% Provision for Impairment ​ ​ 1,693 ​ ​ 3,220 ​ ​ (1,527) ​ (47.4)% Depreciation and Amortization ​ ​ 25,594 ​ ​ 25,758 ​ ​ (164) ​ (0.6)% Total Operating Expenses ​ ​ 41,655 ​ ​ 41,859 ​ ​ (204) ​ (0.5)% Gain on Disposition of Assets ​ ​ 3,443 ​ ​ 9,334 ​ ​ (5,891) ​ (63.1)% Gain on Extinguishment of Debt ​ ​ — ​ ​ 23 ​ ​ (23) ​ (100.0)% Net Income From Operations ​ ​ 14,015 ​ ​ 13,142 ​ ​ 873 ​ 6.6% Investment and Other Income ​ ​ 247 ​ ​ 289 ​ ​ (42) ​ (14.5)% Interest Expense ​ ​ (12,008) ​ ​ (10,165) ​ ​ (1,843) ​ (18.1)% Net Income ​ ​ 2,254 ​ ​ 3,266 ​ ​ (1,012) ​ (31.0)% Less: Net Income Attributable to Noncontrolling Interest ​ ​ (188) ​ ​ (349) ​ ​ 161 ​ 46.1% Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 2,066 ​ $ 2,917 ​ $ (851) ​ (29.2)% ​ Lease Income and Real Estate Expenses ​ Revenue from our income properties during the years ended December 31, 2024 and 2023 totaled $46.0 million and $45.0 million, respectively.
Biggest changeFFO and AFFO may not be comparable to similarly titled measures employed by other companies. ​ 58 Table of Contents Reconciliation of Non-GAAP Measures (in thousands, except share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 Net Income (Loss) $ (2,885) ​ $ 2,254 ​ $ 3,266 Depreciation and Amortization ​ 27,383 ​ ​ 25,594 ​ ​ 25,758 Provision for Impairment ​ 7,416 ​ ​ 1,693 ​ ​ 3,220 Gain on Disposition of Assets ​ (2,070) ​ ​ (3,443) ​ ​ (9,334) Funds From Operations $ 29,844 ​ $ 26,098 ​ $ 22,910 Distributions to Preferred Stockholders ​ (552) ​ ​ — ​ ​ — Funds From Operations Attributable to Common Stockholders $ 29,292 ​ $ 26,098 ​ $ 22,910 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ Gain on Extinguishment of Debt ​ — ​ ​ — ​ ​ (23) Amortization of Intangible Assets and Liabilities to Lease Income ​ (613) ​ ​ (517) ​ ​ (417) Straight-Line Rent Adjustment ​ (703) ​ ​ (515) ​ ​ (402) Non-Cash Compensation ​ 380 ​ ​ 247 ​ ​ 318 Amortization of Deferred Financing Costs to Interest Expense ​ 795 ​ ​ 720 ​ ​ 710 Other Non-Cash Adjustments ​ 222 ​ ​ 152 ​ ​ 115 Adjusted Funds From Operations Attributable to Common Stockholders $ 29,373 ​ $ 26,185 ​ $ 23,211 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ 14,328,451 ​ ​ 13,858,257 ​ ​ 13,925,362 Diluted ​ 15,552,305 ​ ​ 15,082,111 ​ ​ 15,560,524 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Disclosure: ​ ​ ​ ​ ​ ​ ​ ​ PIK Interest Earned $ 237 ​ $ — ​ $ — PIK Interest Paid ​ 194 ​ ​ — ​ ​ — PIK Interest Earned in Excess of Cash Paid $ 43 ​ $ — ​ $ — ​ Other Data (in thousands, except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 FFO Attributable to Common Stockholders $ 29,292 ​ $ 26,098 ​ $ 22,910 FFO Attributable to Common Stockholders per Diluted Share $ 1.88 ​ $ 1.73 ​ $ 1.47 ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO Attributable to Common Stockholders $ 29,373 ​ $ 26,185 ​ $ 23,211 AFFO Attributable to Common Stockholders per Diluted Share $ 1.89 ​ $ 1.74 ​ $ 1.49 ​ 59 Table of Contents COMPARISON OF THE YEARS ENDED DECEMBER 31, 2025 AND 2024 ​ The following presents the Company’s results of operations for the year ended December 31, 2025, as compared to the year ended December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ $ Variance ​ % Variance Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Income ​ $ 48,657 ​ $ 46,005 ​ $ 2,652 ​ 5.8% Interest Income from Commercial Loans and Investments ​ ​ 11,350 ​ ​ 5,761 ​ ​ 5,589 ​ 97.0% Other Revenue ​ ​ 525 ​ ​ 461 ​ ​ 64 ​ 13.9% Total Revenues ​ ​ 60,532 ​ ​ 52,227 ​ ​ 8,305 ​ 15.9% Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Expenses ​ ​ 7,956 ​ ​ 7,793 ​ ​ 163 ​ 2.1% General and Administrative Expenses ​ ​ 6,709 ​ ​ 6,575 ​ ​ 134 ​ 2.0% Provision for Impairment ​ ​ 7,416 ​ ​ 1,693 ​ ​ 5,723 ​ 338.0% Depreciation and Amortization ​ ​ 27,383 ​ ​ 25,594 ​ ​ 1,789 ​ 7.0% Total Operating Expenses ​ ​ 49,464 ​ ​ 41,655 ​ ​ 7,809 ​ 18.7% Gain on Disposition of Assets ​ ​ 2,070 ​ ​ 3,443 ​ ​ (1,373) ​ (39.9)% Net Income From Operations ​ ​ 13,138 ​ ​ 14,015 ​ ​ (877) ​ (6.3)% Investment and Other Income ​ ​ 242 ​ ​ 247 ​ ​ (5) ​ (2.0)% Interest Expense ​ ​ (16,265) ​ ​ (12,008) ​ ​ (4,257) ​ (35.5)% Net Income (Loss) ​ ​ (2,885) ​ ​ 2,254 ​ ​ (5,139) ​ (228.0)% Less: Net Loss (Income) Attributable to Noncontrolling Interest ​ ​ 228 ​ ​ (188) ​ ​ 416 ​ 221.3% Net Income (Loss) Attributable to Alpine Income Property Trust, Inc. ​ $ (2,657) ​ $ 2,066 ​ $ (4,723) ​ (228.6)% Less: Distributions to Preferred Stockholders ​ ​ (552) ​ ​ — ​ ​ (552) ​ (100.0)% Net Income (Loss) Attributable to Common Stockholders ​ $ (3,209) ​ $ 2,066 ​ $ (5,275) ​ (255.3)% ​ Lease Income and Real Estate Expenses ​ Revenue from our income properties during the years ended December 31, 2025 and 2024 totaled $48.7 million and $46.0 million, respectively.
To derive AFFO, we further modify the NAREIT computation of FFO to include other adjustments to GAAP net income 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 income or expense.
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.
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 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.
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.
The increase in revenues is reflective of the Company’s volume of acquisitions, offset by dispositions, as well as certain one-time reduced revenues related to tenant credit loss and bankruptcy. The direct costs of revenues for our income properties totaled $7.8 million and $6.6 million during the years ended December 31, 2024 and 2023, respectively.
The increase in revenues is reflective of the Company’s volume of acquisitions, partially offset by dispositions, as well as certain one-time reduced revenues related to tenant credit loss and bankruptcy. The direct costs of revenues for our income properties totaled $7.8 million and $6.6 million during the years ended December 31, 2024 and 2023, respectively.
The increase is attributable to the year ended December 31, 2024 being the first full year the revenue sharing agreement was in effect. ​ 57 Table of Contents General and Administrative Expenses ​ The following table represents the Company’s general and administrative expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Management Fee to Manager ​ $ 4,241 ​ $ 4,356 ​ $ (115) ​ (2.6)% Director Stock Compensation Expense ​ ​ 304 ​ ​ 318 ​ ​ (14) ​ (4.4)% Director & Officer Insurance Expense ​ ​ 218 ​ ​ 247 ​ ​ (29) ​ (11.7)% Additional General and Administrative Expense ​ ​ 1,812 ​ ​ 1,380 ​ ​ 432 ​ 31.3% Total General and Administrative Expenses ​ $ 6,575 ​ $ 6,301 ​ $ 274 ​ 4.3% ​ General and administrative expenses totaled $6.6 million and $6.3 million during the years ended December 31, 2024 and 2023, respectively.
The increase is attributable to the year ended December 31, 2024 being the first full year the revenue sharing agreement was in effect. ​ General and Administrative Expenses ​ The following table represents the Company’s general and administrative expenses for the year ended December 31, 2024 as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Management Fee to Manager ​ $ 4,241 ​ $ 4,356 ​ $ (115) ​ (2.6)% Director Stock Compensation Expense ​ ​ 304 ​ ​ 318 ​ ​ (14) ​ (4.4)% Director & Officer Insurance Expense ​ ​ 218 ​ ​ 247 ​ ​ (29) ​ (11.7)% Additional General and Administrative Expense ​ ​ 1,812 ​ ​ 1,380 ​ ​ 432 ​ 31.3% Total General and Administrative Expenses ​ $ 6,575 ​ $ 6,301 ​ $ 274 ​ 4.3% ​ General and administrative expenses totaled $6.6 million and $6.3 million during the years ended December 31, 2024 and 2023, respectively.
Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance.
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.
The $0.2 million decrease in the depreciation and amortization expense is reflective of the Company’s change in portfolio as well as the timing of acquisitions versus dispositions. ​ Gain on Disposition of Assets ​ During the year ended December 31, 2024, the Company sold 15 properties for an aggregate sales price of $62.0 million, generating aggregate gains on sale of $3.4 million.
The $0.2 million decrease in the depreciation and amortization expense is reflective of the Company’s change in portfolio as well as the timing of acquisitions versus dispositions. ​ 63 Table of Contents Gain on Disposition of Assets ​ During the year ended December 31, 2024, the Company sold 15 properties for an aggregate sales price of $62.0 million, generating aggregate gains on sale of $3.4 million.
We target tenants in industries that we believe are favorably 52 Table of Contents 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 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.
The $1.2 million increase in the direct cost of revenues is reflective of a portion of portfolio expenses being non-recoverable pursuant to tenant leases. ​ Commercial Loans and Investments ​ Interest income from commercial loans and investments totaled $5.8 million and $0.6 million for the years ended December 31, 2024 and 2023, respectively.
The $1.2 million increase in the direct cost of revenues is reflective of a portion of portfolio expenses being non-recoverable pursuant to tenant leases. ​ 62 Table of Contents Commercial Loans and Investments ​ Interest income from commercial loans and investments totaled $5.8 million and $0.6 million for the years ended December 31, 2024 and 2023, respectively.
The $0.3 million increase is primarily attributable to a $0.2 million increase in corporate legal and consulting fees and a $0.1 million increase in state tax expenses, partially offset by a $0.1 million decrease in management fee expense due to a decrease in the weighted average of the Company’s equity base. ​ Provision for Impairment ​ During the year ended December 31, 2024, the Company recorded a $1.7 million impairment charge of which $0.6 million represents the current expected credit losses (“CECL”) reserve related to our commercial loans and investments and $1.1 million represents the provision for losses related to our income properties as further described in Note 7, “Provision for Impairment” in the Notes to the Financial Statements.
The $0.3 million increase is primarily attributable to a $0.2 million increase in corporate legal and consulting fees and a $0.1 million increase in state tax expenses, partially offset by a $0.1 million decrease in management fee expense due to a decrease in the weighted average of the Company’s equity base. ​ Provision for Impairment ​ During the year ended December 31, 2024, the Company recorded a $1.7 million impairment charge of which $0.6 million represents the CECL reserve related to our commercial loans and investments and $1.1 million represents the provision for losses related to our income properties as further described in Note 7, “Provision for Impairment” in the Notes to the Financial Statements.
See Note 13, “Long-Term Debt” in the Notes to the Financial Statements for the Company’s disclosure related to its long-term debt balance at December 31, 2024. ​ Acquisitions and Investments.
See Note 13, “Long-Term Debt” in the Notes to the Financial Statements for the Company’s disclosure related to its long-term debt balance at December 31, 2025. ​ Acquisitions and Investments.
See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2024. ​ Dispositions.
See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2025. ​ Dispositions.
The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments during 2024. 58 Table of Contents Net Income ​ Net income totaled $2.3 million and $3.3 million during the years ended December 31, 2024 and 2023, respectively.
The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments during 2024. ​ Net Income ​ Net income totaled $2.3 million and $3.3 million during the years ended December 31, 2024 and 2023, respectively.
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below- 62 Table of Contents market in-place lease values are recorded as other assets or liabilities based on the present value.
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 unfunded portion of the construction loans totaled $7.4 million as of December 31, 2024. ​ The Company is contractually obligated under its various long-term debt agreements.
The unfunded portion of the construction loans totaled $45.7 million as of December 31, 2025. ​ The Company is contractually obligated under its various long-term debt agreements.
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 year ended December 31, 2024, the Company acquired 12 properties for a combined purchase price of $103.6 million, of which the Tampa Properties totaling $31.4 million are accounted for as a financing arrangement.
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 year ended December 31, 2025, the Company acquired 13 properties for a combined purchase price of $100.6 million.
A s noted previously, the Company acquired 12 properties during the year ended December 31, 2024, for an aggregate purchase price of $103.6 million, as further described in Note 3 “Property Portfolio” in the Notes to the Financial Statements.
A s noted previously, the Company acquired 13 properties during the year ended December 31, 2025, for an aggregate purchase price of $100.6 million, as further described in Note 3 “Property Portfolio” in the Notes to the Financial Statements.
See Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash in the Notes to the Financial Statements for the Company’s disclosure related to its restricted cash balance at December 31, 2024. ​ Our net cash provided by our operating activities totaled $25.6 million during each of the years ended December 31, 2024 and 2023.
See Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash in the Notes to the Financial Statements for the Company’s disclosure related to its restricted cash balance at December 31, 2025. ​ Our net cash provided by our operating activities totaled $25.8 million and $23.4 million during the years ended December 31, 2025 and 2024, respectively.
The increase in net cash used in investing activities of $44.2 million is primarily related to a net $36.2 million increase in acquisitions versus dispositions during the year ended December 31, 2024, in addition to a net $8.0 million increase related to investments in the Company’s commercial loans and investment portfolio.
The increase in net cash used in investing activities of $48.2 million is primarily related to a net $25.0 million increase in acquisitions versus dispositions during the year ended December 31, 2025, in addition to a net $36.1 million increase related to investments in the Company’s commercial loans and investment portfolio.
The decreased gain on disposition of assets is the result of reduced disposition activity during the year ended December 31, 2023 compared to 2022. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash and Cash Equivalents and Restricted Cash. Cash totaled $8.0 million at December 31, 2024, including restricted cash of $6.4 million.
The decreased gain on disposition of assets is the result of reduced disposition activity during the year ended December 31, 2024 as compared to 2023. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash and Cash Equivalents and Restricted Cash. Cash totaled $39.0 million at December 31, 2025, including restricted cash of $34.4 million.
Pursuant to a certain lease agreement executed during the year ended December 31, 2024, the Company is committed to funding $5.0 million in tenant improvements. ​ The Company is committed to fund five construction loans as described in Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements.
Pursuant to a certain lease agreements executed during the year ended December 31, 2025, the Company is committed to funding $0.3 million in tenant improvements. ​ The Company is committed to fund nine construction loans as described in Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements.
In the aggregate, the Company is obligated under such agreements to repay $302.0 million on a long-term basis, to be repaid in excess of one year, with no payments due within one year. ​ 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 sales of assets utilizing the reverse like-kind 1031 exchange structure, $90.4 million of availability under the 2022 ATM Program, and $89.5 million of available capacity on the existing $250.0 million Credit Facility, as of December 31, 2024. ​ The Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders.
In the aggregate, the Company is obligated under such agreements to repay $278.0 million on a long-term basis, to be repaid in excess of one year, with $100.0 million due within one year. ​ 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 sales of assets utilizing the reverse like-kind 1031 exchange structure, $79.9 million of availability under the 2022 ATM Program, $32.9 million of availability under the 2025 Preferred Stock ATM Program, and $40.6 million of available capacity on the existing $250.0 million Credit Facility, as of December 31, 2025. 65 Table of Contents The Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders.
As of December 31, 2024, the Company’s commercial loan investments portfolio included five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with a total carrying value of $89.6 million. 53 Table of Contents Historical Financial Information ​ The following table summarizes our selected historical financial information for each of the last three fiscal years (in thousands, except per share and dividend data).
As of December 31, 2025, the Company’s commercial loan investments portfolio included nine construction loans, six mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with an aggregate carrying value of $167.6 million. ​ 56 Table of Contents Historical Financial Information ​ The following table summarizes our selected historical financial information for each of the last three fiscal years (in thousands, except per share and dividend data).
During the year ended December 31, 2024, the Company sold 15 properties for an aggregate sales price of $62.0 million, generating aggregate gains on sale of $3.4 million.
During the year ended December 31, 2024, the Company sold 15 properties for an aggregate sales price of $62.0 million, generating aggregate gains on sale of $3.4 million. The aggregate 2024 gains included gains on sale totaling $5.1 million net of losses on sale totaling $1.7 million.
The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments during 2023 and 2022. ​ Net Income ​ Net income totaled $3.3 million and $34.0 million during the years ended December 31, 2023 and 2022, respectively.
The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments during 2025. ​ Net Income (Loss) ​ Net loss totaled $2.9 million and net income totaled $2.3 million during the years ended December 31, 2025 and 2024, respectively.
We may 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.
Our portfolio was 99.5% occupied as of December 31, 2025. We also acquire or originate commercial loans and investments associated with 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.
Also during the year ended December 31, 2024, the Company sold a $13.6 million A-1 participation interest in the Company’s initial $23.4 million portfolio loan. See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2024. ​ Capital Expenditures.
Also during the year ended December 31, 2025, the Company sold a $10.0 million A-1 participation interest in the Company’s initial $29.5 million mortgage note. See Note 4, “Commercial Loans and Investments” in the Notes to the Financial Statements for additional disclosures related to the Company’s commercial loans and investments as of December 31, 2025. ​ Capital Expenditures.
During the year ended December 31, 2024, the Company sold 15 properties for a total sales price of $62.0 million, generating aggregate gains on sale of $3.4 million, as further described in Note 3 “Property Portfolio” in the Notes to the Financial Statements.
During the year ended December 31, 2025, the Company sold 20 properties for a total sales price of $72.8 million, generating aggregate gains on sale of $2.1 million, as further described in Note 3 “Property Portfolio” in the Notes to the Financial Statements.
The acquisitions of real estate subject to this estimate totaled 9 properties for a combined purchase price of $72.2 million for the year ended December 31, 2024 and 14 properties for a combined purchase price of $82.9 million for the year ended December 31, 2023. ​ See Note 2, “Summary of Significant Accounting Policies” in the Notes to the Financial Statements for further discussion of the Company’s accounting estimates and policies. ​
The acquisitions of real estate subject to this estimate totaled 13 properties for a combined purchase price of $100.6 million, or an aggregate acquisition cost of $101.3 million, for the year ended December 31, 2025 and 9 properties for a combined purchase price of $72.2 million for the year ended December 31, 2024. ​ See Note 2, “Summary of Significant Accounting Policies” in the Notes to the Financial Statements for further discussion of the Company’s accounting estimates and policies. ​
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.
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.
As of December 31, 2024, the Company’s commercial loan investments portfolio included five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with a total carrying value of $89.6 million.
As of December 31, 2025, the Company’s commercial loan investments portfolio included nine construction loans, six mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right, with an aggregate carrying value of $167.6 million.
The increase of $37.8 million is primarily related to a $17.3 million increase in net proceeds from long-term debt during the year ended December 31, 2024 as well as $6.5 million more proceeds received from sales of common stock under the Company’s “at-the-market” equity offering programs and $13.8 million less cash used to repurchase the Company’s common stock during the year ended December 31, 2024.
The increase of $82.7 million is primarily related to a $50.5 million increase in net proceeds from long-term debt during the year ended December 31, 2025 as well as $48.1 million proceeds received from sales of Series A Preferred Stock, partially offset by $6.3 million less proceeds received from sales of stock under the Company’s “at-the-market” equity offering programs and an $8.0 million increase in cash used to repurchase the Company’s common stock during the year ended December 31, 2025.
The $0.5 million increase is primarily attributable to growth in the Company’s equity base, which led to an increase in management fee expense of $0.5 million. ​ Provision for Impairment ​ During the year ended December 31, 2023, the Company recorded a $3.2 million impairment charge of which $0.3 million represents the current expected credit losses (“CECL”) reserve related to our commercial loans and investments and $2.9 million represents the provision for losses related to our income properties as further described in Note 7, “Provision for Impairment” in the Notes to the Financial Statements.
The $0.1 million increase is primarily attributable to a $0.2 million increase in management fee expense due to an increase in the weighted average of the Company’s equity base and a $0.2 million increase in director stock compensation, partially offset by a $0.1 million decrease in corporate legal and consulting fees and a $0.2 million decrease in state tax expenses. ​ Provision for Impairment ​ During the year ended December 31, 2025, the Company recorded a $7.4 million impairment charge of which $0.8 million represents the current expected credit losses (“CECL”) reserve related to our commercial loans and investments and $6.6 million represents the provision for losses related to our income properties as further described in Note 7, “Provision for Impairment” in the Notes to the Financial Statements.
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.
Substantially all of our operations are conducted through our Operating Partnership. ​ 55 Table of Contents 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.
Our net cash used in investing activities totaled $57.8 million for the year ended December 31, 2024, compared to net cash used in investing activities of $13.6 million for the year ended December 31, 2023, an increase in cash outflows of $44.2 million.
Our net cash used in investing activities totaled $103.9 million for the year ended December 31, 2025, compared to net cash used in investing activities of $55.7 million for the year ended December 31, 2024, an increase in cash outflows of $48.2 million.
The selected financial information has been derived from our audited consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, 2024 December 31, 2023 December 31, 2022 Total Revenues ​ $ 52,227 ​ $ 45,644 ​ $ 45,191 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income From Operations ​ $ 14,015 ​ $ 13,142 ​ $ 43,482 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income ​ $ 2,254 ​ $ 3,266 ​ $ 33,955 Less: Net Income Attributable to Noncontrolling Interest ​ ​ (188) ​ ​ (349) ​ ​ (4,235) Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 2,066 ​ $ 2,917 ​ $ 29,720 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income Per Share Attributable to Alpine Income Property Trust, Inc. ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 0.15 ​ $ 0.21 ​ $ 2.48 Diluted ​ $ 0.14 ​ $ 0.19 ​ $ 2.17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid ​ $ 1.110 ​ $ 1.100 ​ $ 1.090 ​ Balance Sheet Data (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 ​ 2023 Total Real Estate, at Cost ​ $ 489,867 ​ $ 478,307 Real Estate—Net ​ $ 444,017 ​ $ 443,593 Assets Held For Sale ​ $ 2,254 ​ $ 4,410 Commercial Loans and Investments ​ $ 89,629 ​ $ 35,080 Cash and Cash Equivalents and Restricted Cash ​ $ 7,951 ​ $ 13,731 Intangible Lease Assets—Net ​ $ 43,925 ​ $ 49,292 Straight-Line Rent Adjustment ​ $ 1,485 ​ $ 1,409 Other Assets ​ $ 15,734 ​ $ 17,045 Total Assets ​ $ 604,995 ​ $ 564,560 Accounts Payable, Accrued Expenses, and Other Liabilities ​ $ 8,445 ​ $ 5,736 Prepaid Rent and Deferred Revenue ​ $ 2,412 ​ $ 2,627 Intangible Lease Liabilities—Net ​ $ 4,774 ​ $ 4,907 Obligation Under Participation Agreement ​ $ 11,403 ​ $ — Long-Term Debt ​ $ 301,466 ​ $ 275,677 Total Liabilities ​ $ 328,500 ​ $ 288,947 Total Equity ​ $ 276,495 ​ $ 275,613 ​ ​ 54 Table of Contents Non-GAAP Financial Measures Our reported results are presented in accordance with GAAP.
The selected financial information has been derived from our audited consolidated financial statements. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ December 31, 2023 Total Revenues ​ $ 60,532 ​ $ 52,227 ​ $ 45,644 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income From Operations ​ $ 13,138 ​ $ 14,015 ​ $ 13,142 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) ​ $ (2,885) ​ $ 2,254 ​ $ 3,266 Less: Net Loss (Income) Attributable to Noncontrolling Interest ​ ​ 228 ​ ​ (188) ​ ​ (349) Net Income (Loss) Attributable to Alpine Income Property Trust, Inc. ​ ​ (2,657) ​ ​ 2,066 ​ ​ 2,917 Less: Distributions to Preferred Stockholders ​ ​ (552) ​ ​ — ​ ​ — Net Income (Loss) Attributable to Common Stockholders ​ $ (3,209) ​ $ 2,066 ​ $ 2,917 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) Attributable to Common Stockholders ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ (0.22) ​ $ 0.15 ​ $ 0.21 Diluted ​ $ (0.22) ​ $ 0.14 ​ $ 0.19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 0.272 ​ $ - ​ $ - Dividends Declared and Paid - Common Stock ​ $ 1.140 ​ $ 1.110 ​ $ 1.100 ​ Balance Sheet Data (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 ​ 2024 Total Real Estate, at Cost ​ $ 495,766 ​ $ 489,867 Real Estate—Net ​ $ 441,320 ​ $ 444,017 Assets Held For Sale ​ $ 8,077 ​ $ 2,254 Commercial Loans and Investments ​ $ 167,553 ​ $ 89,629 Cash and Cash Equivalents and Restricted Cash ​ $ 38,999 ​ $ 7,951 Intangible Lease Assets—Net ​ $ 48,925 ​ $ 43,925 Straight-Line Rent Adjustment ​ $ 2,092 ​ $ 1,485 Other Assets ​ $ 8,908 ​ $ 15,734 Total Assets ​ $ 715,874 ​ $ 604,995 Accounts Payable, Accrued Expenses, and Other Liabilities ​ $ 7,877 ​ $ 8,445 Prepaid Rent and Deferred Revenue ​ $ 14,031 ​ $ 2,412 Intangible Lease Liabilities—Net ​ $ 4,971 ​ $ 4,774 Obligation Under Participation Agreement ​ $ 10,000 ​ $ 11,403 Long-Term Debt ​ $ 377,739 ​ $ 301,466 Total Liabilities ​ $ 414,618 ​ $ 328,500 Total Equity ​ $ 301,256 ​ $ 276,495 ​ ​ 57 Table of Contents Non-GAAP Financial Measures Our reported results are presented in accordance with GAAP.
The decrease in revenues is reflective of the Company’s volume of dispositions, offset by acquisitions, as well as certain one-time reduced revenues related to tenant credit loss and bankruptcy. The direct costs of revenues for our income properties totaled $6.6 million and $5.4 million during the years ended December 31, 2023 and 2022, respectively.
The increase in lease revenue is reflective of an increase in rents due to the volume of property acquisitions, partially offset by dispositions, as well as certain one-time reduced revenues related to tenant credit loss. The direct costs of revenues for our income properties totaled $8.0 million and $7.8 million during the years ended December 31, 2025 and 2024, respectively.
Long-Term Debt. At December 31, 2024, the commitment level under the Credit Facility was $250.0 million and the Company had an outstanding balance of $102.0 million and $89.5 million available capacity.
Long-Term Debt. At December 31, 2025, the commitment level under the Credit Facility was $250.0 million and the Company had an outstanding balance of $178.0 million. The available borrowing capacity, subject to borrowing base restrictions, was $40.6 million as of December 31, 2025. The Company also had $200.0 million in term loans outstanding as of December 31, 2025.
The decreased gain on disposition of assets is the result of reduced disposition activity during the year ended December 31, 2024 as compared to 2023. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2023 AND 2022 ​ The following presents the Company’s results of operations for the year ended December 31, 2023, as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Income ​ $ 44,967 ​ $ 45,191 ​ $ (224) ​ (0.5)% Interest Income from Commercial Loans and Investments ​ ​ 637 ​ ​ — ​ ​ 637 ​ 100.0% Other Revenue ​ ​ 40 ​ ​ — ​ ​ 40 ​ 100.0% Total Revenues ​ ​ 45,644 ​ ​ 45,191 ​ ​ 453 ​ 1.0% Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Expenses ​ ​ 6,580 ​ ​ 5,435 ​ ​ 1,145 ​ 21.1% General and Administrative Expenses ​ ​ 6,301 ​ ​ 5,784 ​ ​ 517 ​ 8.9% Provision for Impairment ​ ​ 3,220 ​ ​ — ​ ​ 3,220 ​ 100.0% Depreciation and Amortization ​ ​ 25,758 ​ ​ 23,564 ​ ​ 2,194 ​ 9.3% Total Operating Expenses ​ ​ 41,859 ​ ​ 34,783 ​ ​ 7,076 ​ 20.3% Gain on Disposition of Assets ​ ​ 9,334 ​ ​ 33,801 ​ ​ (24,467) ​ (72.4)% Gain (Loss) on Extinguishment of Debt ​ ​ 23 ​ ​ (727) ​ ​ 750 ​ 103.2% Net Income From Operations ​ ​ 13,142 ​ ​ 43,482 ​ ​ (30,340) ​ (69.8)% Investment and Other Income ​ ​ 289 ​ ​ 12 ​ ​ 277 ​ 2308.3% Interest Expense ​ ​ (10,165) ​ ​ (9,539) ​ ​ (626) ​ (6.6)% Net Income ​ ​ 3,266 ​ ​ 33,955 ​ ​ (30,689) ​ (90.4)% Less: Net Income Attributable to Noncontrolling Interest ​ ​ (349) ​ ​ (4,235) ​ ​ 3,886 ​ 91.8% Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 2,917 ​ $ 29,720 ​ $ (26,803) ​ (90.2)% ​ Lease Income and Real Estate Expenses ​ Revenue from our income properties during the years ended December 31, 2023 and 2022 totaled $45.0 million and $45.2 million, respectively.
The decrease in net income is attributable to the factors described above, most notably to the $5.7 million increase in provision for impairment. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2024 AND 2023 ​ The following presents the Company’s results of operations for the year ended December 31, 2024, as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Lease Income ​ $ 46,005 ​ $ 44,967 ​ $ 1,038 ​ 2.3% Interest Income from Commercial Loans and Investments ​ ​ 5,761 ​ ​ 637 ​ ​ 5,124 ​ 804.4% Other Revenue ​ ​ 461 ​ ​ 40 ​ ​ 421 ​ 1052.5% Total Revenues ​ ​ 52,227 ​ ​ 45,644 ​ ​ 6,583 ​ 14.4% Operating Expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate Expenses ​ ​ 7,793 ​ ​ 6,580 ​ ​ 1,213 ​ 18.4% General and Administrative Expenses ​ ​ 6,575 ​ ​ 6,301 ​ ​ 274 ​ 4.3% Provision for Impairment ​ ​ 1,693 ​ ​ 3,220 ​ ​ (1,527) ​ (47.4)% Depreciation and Amortization ​ ​ 25,594 ​ ​ 25,758 ​ ​ (164) ​ (0.6)% Total Operating Expenses ​ ​ 41,655 ​ ​ 41,859 ​ ​ (204) ​ (0.5)% Gain on Disposition of Assets ​ ​ 3,443 ​ ​ 9,334 ​ ​ (5,891) ​ (63.1)% Gain on Extinguishment of Debt ​ ​ — ​ ​ 23 ​ ​ (23) ​ (100.0)% Net Income From Operations ​ ​ 14,015 ​ ​ 13,142 ​ ​ 873 ​ 6.6% Investment and Other Income ​ ​ 247 ​ ​ 289 ​ ​ (42) ​ (14.5)% Interest Expense ​ ​ (12,008) ​ ​ (10,165) ​ ​ (1,843) ​ (18.1)% Net Income ​ ​ 2,254 ​ ​ 3,266 ​ ​ (1,012) ​ (31.0)% Less: Net Income Attributable to Noncontrolling Interest ​ ​ (188) ​ ​ (349) ​ ​ 161 ​ 46.1% Net Income Attributable to Alpine Income Property Trust, Inc. ​ $ 2,066 ​ $ 2,917 ​ $ (851) ​ (29.2)% ​ Lease Income and Real Estate Expenses ​ Revenue from our income properties during the years ended December 31, 2024 and 2023 totaled $46.0 million and $45.0 million, respectively.
As of December 31, 2024, we owned 134 properties with an aggregate gross leasable area of 3.9 million square feet, located in 35 states, with a weighted average remaining lease term of 8.7 years. Our portfolio was 98% occupied as of December 31, 2024.
The $4.8 million in losses were primarily attributable to the sale of four properties leased to Walgreens for an aggregate $4.3 million loss. As of December 31, 2025, we owned 127 properties with an aggregate gross leasable area of 4.3 million square feet, located in 32 states, with a weighted average remaining lease term of 8.4 years.
During the year ended December 31, 2024, the Company invested in three commercial loans with a total funding commitment of $31.1 million. Also during the year ended December 31, 2024, the Company acquired the Tampa Properties for $31.4 million through a sale-leaseback transaction that includes a tenant repurchase option.
The Company also invested in 12 commercial loans with a total funding commitment of $139.3 million during the year ended December 31, 2025.
The $2.3 million increase in the depreciation and amortization expense is reflective of the Company’s change in portfolio as well as the timing of acquisitions versus dispositions.
The $1.8 million increase in the depreciation and amortization expense is reflective of the Company’s change in portfolio as well as the timing of acquisitions versus dispositions. ​ Gain on Disposition of Assets ​ During the year ended December 31, 2025, the Company sold 20 properties for an aggregate sales price of $72.8 million, generating aggregate gains on sale of $2.1 million.
Our net cash provided by financing activities totaled $26.4 million for the year ended December 31, 2024, compared to net cash used in financing activities of $11.4 million for the year ended December 31, 2023, for an increase in cash inflows from financing activities of $37.8 million.
The Company also received cash totaling $15.0 million and $2.2 million during the years ended December 31, 2025 and 2024, respectively, for commercial loan reserves that are classified as restricted cash when received. ​ 64 Table of Contents Our net cash provided by financing activities totaled $109.2 million for the year ended December 31, 2025, compared to net cash provided by financing activities of $26.5 million for the year ended December 31, 2024, for an increase in cash inflows from financing activities of $82.7 million.
Also during the year ended December 31, 2024, the Company sold a $13.6 million A-1 participation interest in the Company’s initial $23.4 million portfolio loan.
Also during the year ended December 31, 2025, the Company sold a $10.0 million A-1 participation interest in a $29.5 million mortgage note that was initially originated by the Company.
There were no revenue sharing agreements generating income during the year ended December 31, 2022. ​ General and Administrative Expenses ​ The following table represents the Company’s general and administrative expenses for the year ended December 31, 2023 as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Management Fee to Manager ​ $ 4,356 ​ $ 3,828 ​ $ 528 ​ 13.8% Director Stock Compensation Expense ​ ​ 318 ​ ​ 310 ​ ​ 8 ​ 2.6% Director & Officer Insurance Expense ​ ​ 247 ​ ​ 366 ​ ​ (119) ​ (32.5)% Additional General and Administrative Expense ​ ​ 1,380 ​ ​ 1,280 ​ ​ 100 ​ 7.8% Total General and Administrative Expenses ​ $ 6,301 ​ $ 5,784 ​ $ 517 ​ 8.9% ​ General and administrative expenses totaled $6.3 million and $5.8 million during the years ended December 31, 2023 and 2022, respectively.
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. 60 Table of Contents General and Administrative Expenses ​ The following table represents the Company’s general and administrative expenses for the year ended December 31, 2025 as compared to the year ended December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ December 31, 2024 ​ $ Variance ​ % Variance Management Fee to Manager ​ $ 4,420 ​ $ 4,241 ​ $ 179 ​ 4.2% Director Stock Compensation Expense ​ ​ 510 ​ ​ 304 ​ ​ 206 ​ 67.8% Director & Officer Insurance Expense ​ ​ 271 ​ ​ 218 ​ ​ 53 ​ 24.3% Additional General and Administrative Expense ​ ​ 1,508 ​ ​ 1,812 ​ ​ (304) ​ (16.8)% Total General and Administrative Expenses ​ $ 6,709 ​ $ 6,575 ​ $ 134 ​ 2.0% ​ General and administrative expenses totaled $6.7 million and $6.6 million during the years ended December 31, 2025 and 2024, respectively.
Several ground lease assets were disposed of during the earlier part of 2023 which were re-invested into more depreciable assets on a relative basis. ​ Gain on Disposition of Assets ​ During the year ended December 31, 2023, the Company sold 24 properties for an aggregate sales price of $108.3 million, generating aggregate gains on sale of $9.3 million.
During the year ended December 31, 2025, the Company sold 20 properties for an aggregate sales price of $72.8 million, generating aggregate gains on sale of $2.1 million. The aggregate gains included gains on sale totaling $6.9 million net of losses on sale totaling $4.8 million.
Removed
Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases , GAAP requires that the $31.4 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 Company’s consolidated balance sheets and consolidated statement of operations.
Added
During the year ended December 31, 2025, the Company invested in 12 commercial loans with a total funding commitment of $139.3 million.
Removed
However, as the Tampa Properties constitute real estate assets for both legal and tax purposes, we have included them in the property portfolio when describing our property portfolio and for purposes of providing statistics related thereto.
Added
Additionally, during the year ended December 31, 2025, the Company amended five existing commercial loan investments whereby certain maturity dates were extended and the total face amounts of four loan investments were upsized by an aggregate of $39.7 million.
Removed
The $1.1 million increase in the direct cost of revenues is reflective of a portion of portfolio expenses being non-recoverable pursuant to tenant leases, as well as certain non-recoverable expenses related to transaction costs and legal fees associated with the seven assets leased to one tenant that filed for bankruptcy protection during the year ended December 31, 2023. ​ Commercial Loans and Investments ​ Interest income from commercial loans and investments totaled $0.6 million for the year ended December 31, 2023.
Added
The increase in the direct cost of revenues is reflective of the Company’s expanded property portfolio. ​ Commercial Loans and Investments ​ Interest income from commercial loans and investments totaled $11.4 million and $5.8 million for the years ended December 31, 2025 and 2024, respectively.
Removed
The income is attributable to three loans originated by the Company during the year ended December 31, 2023. There were no commercial loans and investments generating interest income during the year ended December 31, 2022. 59 Table of Contents Other Revenue ​ Other revenue totaled less than $0.1 million for the year ended December 31, 2023.
Added
The increase in income is attributable to the expanded portfolio of commercial loans and investments, which as December 31, 2025, was comprised of nine construction loans, six mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right .
Removed
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.
Added
As of December 31, 2024, the Company’s portfolio of commercial loans and investments was comprised of five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right. ​ Other Revenue ​ Other revenue totaled $0.5 million for each of the years ended December 31, 2025 and 2024.
Removed
There were no impairment charges on the Company’s income property portfolio during the year ended December 31, 2022. ​ Depreciation and Amortization ​ Depreciation and amortization expense totaled $25.8 million and $23.5 million during the years ended December 31, 2023 and 2022, respectively.
Added
During the year ended December 31, 2024, the Company recorded a $1.7 million impairment charge of which $0.6 million represents the CECL reserve related to our commercial loans and investments and $1.1 million represents the provision for losses related to our income properties as further described in Note 7, “Provision for Impairment” in the Notes to the Financial Statements. ​ Depreciation and Amortization ​ Depreciation and amortization expense totaled $27.4 million and $25.6 million during the years ended December 31, 2025 and 2024, respectively.
Removed
During the year ended December 31, 2022, the Company sold 16 properties for an aggregate sales price of $154.6 million, generating aggregate gains on sale of $33.8 million. ​ Gain (Loss) on Extinguishment of Debt ​ During the year ended December 31, 2022, the Company recorded a $0.7 million loss on the extinguishment of debt attributable to the write off of unamortized loan costs in connection with the CMBS Loan defeasance and the termination of the Prior Revolving Credit Facility , as defined in Note 13, “Long-Term Debt” in the Notes to the Financial Statements. ​ 60 Table of Contents Investment and Other Income ​ Investment and other income totaled $0.3 million and less than $0.1 million during the years ended December 31, 2023 and 2022, respectively.
Added
The aggregate 2025 gains included gains on sale totaling $6.9 million net of losses on sale totaling $4.8 million. The $4.8 million in losses were primarily attributable to the sale of four properties leased to Walgreens for an aggregate $4.3 million loss.
Removed
The increase is attributable to higher interest rates on bank deposits. ​ Interest Expense ​ Interest expense totaled $10.1 million and $9.5 million during the years ended December 31, 2023 and 2022, respectively.
Added
The $1.7 million in losses were primarily attributable to the sale of two properties formerly leased to convenience stores and one property leased to Walgreens, for an aggregate $1.1 million loss. ​ Investment and Other Income ​ Investment and other income totaled $0.2 million during each of the years ended December 31, 2025 and 2024. ​ 61 Table of Contents Interest Expense ​ Interest expense totaled $16.3 million and $12.0 million during the years ended December 31, 2025 and 2024, respectively.
Removed
The $0.6 million increase in interest expense is attributable to the higher average interest rates during the year ended December 31, 2023 as compared to the year ended December 31, 2022.
Added
The $4.3 million increase in interest expense is attributable to the higher average outstanding balance on the Company’s Credit Facility as well as an increase in the fixed interest rate for the 2027 Term Loan effective in November of 2024.
Removed
The decrease in net income is attributable to the factors described above, most significantly to the $24.5 million decrease in gain on disposition of assets during the year ended December 31, 2023.
Added
The aggregate 2024 gains included gains on sale totaling $5.1 million net of losses on sale totaling $1.7 million. The $1.7 million in losses were primarily attributable to the sale of two properties formerly leased to convenience stores and one property leased to Walgreens, for an aggregate $1.1 million loss.
Removed
Acquisitions during the year ended December 31, 2024 include the Tampa Properties purchased for $31.4 million through a sale-leaseback transaction that includes a tenant repurchase option.
Added
The primary component of the increase in operating cash flows is due to the increase in our commercial loan investment portfolio revenue.
Removed
Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases , GAAP requires that the $31.4 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 Company’s consolidated 61 Table of Contents balance sheets and consolidated statement of operations.
Added
Additionally, during the year ended December 31, 2025, the Company amended five existing commercial loan investments whereby certain maturity dates were extended and the total face amounts of four loan investments were upsized by an aggregate of $39.7 million.
Removed
However, as the Tampa Properties constitute real estate assets for both legal and tax purposes, we have included them in the property portfolio when describing our property portfolio and for purposes of providing statistics related thereto. T he Company also invested in three commercial loans during the year ended December 31, 2024, with a total funding commitment of $31.1 million.
Added
As of December 31, 2025, 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 December 31, 2025, the commitments totaled $2.6 million, of which $2.2 million has been paid, leaving a remaining commitment of $0.4 million.
Removed
As of December 31, 2024, the Company had no commitments related to capital expenditures for the maintenance of fixed assets, such as land, buildings, and equipment.
Added
The improvements are generally expected to be completed within 12 months of December 31, 2025.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed0 unchanged
Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company’s Consolidated Financial Statements appear beginning on page F-1 of this report. See Item 15 of this report. ​ ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There have been no disagreements with our accountants on accounting and financial disclosures. ​
Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company’s Consolidated Financial Statements appear beginning on page F-1 of this report. See Item 15 of this report. ​
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined in Rule 12b-2 under the Securities Exchange Act of 1934. 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 8.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined in Rule 12b-2 under the Exchange Act. 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 8.

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