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What changed in CTO Realty Growth, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of CTO Realty Growth, 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.

+245 added−257 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-20)

Top changes in CTO Realty Growth, Inc.'s 2025 10-K

245 paragraphs added · 257 removed · 194 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

46 edited+9 added−12 removed59 unchanged
Biggest changeThe weighted average economic and physical occupancy rates of our income properties at December 31st for each of the last three years on a portfolio basis are as follows: ​ ​ ​ ​ ​ ​ Year Single-Tenant Economic / Physical Occupancy Multi-Tenant Economic / Physical Occupancy 2022 ​ 100% / 100% ​ 89% / 86% 2023 ​ 100% / 100% ​ 90% / 90% 2024 ​ 100% / 100% ​ 90% / 86% ​ ​ 5 Table of Contents The information on lease expirations of our total income property portfolio for each of the ten years starting with 2025 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year # of Tenant Leases Expiring Total Square Feet of Leases Expiring Annual Rents Expiring (1) ($000's) Percentage of Gross Annual Rents Expiring (1) 2025 ​ 48 ​ 253,988 ​ $ 6,426 ​ 7.1% 2026 ​ 66 ​ 533,638 ​ $ 11,530 ​ 12.7% 2027 ​ 74 ​ 610,078 ​ $ 10,114 ​ 11.1% 2028 ​ 70 ​ 986,326 ​ $ 19,467 ​ 21.4% 2029 ​ 58 ​ 373,692 ​ $ 9,200 ​ 10.1% 2030 ​ 46 ​ 295,988 ​ $ 6,637 ​ 7.3% 2031 ​ 45 ​ 333,038 ​ $ 7,631 ​ 8.4% 2032 ​ 30 ​ 165,739 ​ $ 4,187 ​ 4.6% 2033 ​ 28 ​ 177,469 ​ $ 5,370 ​ 5.9% 2034 ​ 30 ​ 240,651 ​ $ 5,341 ​ 5.9% (1) Annual Rents consist of the in-place base rent to be received pursuant to each lease agreement (i.e. not on a straight-line basis).
Biggest changeSE ​ Multi-Tenant/Office ​ Albuquerque ​ NM ​ 212,409 4 Other Properties ​ ​ ​ ​ ​ ​ ​ 252,401 21 Total Properties ​ ​ ​ ​ ​ ​ ​ 5,500,898 ​ The weighted average economic and physical occupancy rates of our income properties at December 31st for each of the last three years on a portfolio basis are as follows: ​ ​ ​ ​ ​ ​ Year ​ ​ ​ Shopping Centers Economic / Leased Occupancy ​ ​ ​ Other Properties Economic / Leased Occupancy 2023 ​ 89% / 93% ​ 100% / 100% 2024 ​ 90% / 93% ​ 100% / 100% 2025 ​ 92% / 96% ​ 61% / 100% ​ The information on lease expirations of our total income property portfolio for each of the ten years starting with 2026 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ​ ​ ​ # of Tenant Leases Expiring ​ ​ ​ Total Square Feet of Leases Expiring ​ ​ ​ Annual Rents Expiring (1) ($000's) ​ ​ ​ Percentage of Gross Annual Rents Expiring (1) 2026 ​ 68 ​ 389,985 ​ $ 8,919 ​ 8.5% 2027 ​ 79 ​ 599,120 ​ $ 10,390 ​ 10.0% 2028 ​ 87 ​ 1,031,509 ​ $ 20,706 ​ 19.9% 2029 ​ 72 ​ 646,231 ​ $ 10,421 ​ 10.0% 2030 ​ 77 ​ 452,514 ​ $ 10,628 ​ 10.2% 2031 ​ 58 ​ 530,928 ​ $ 11,278 ​ 10.8% 2032 ​ 43 ​ 332,546 ​ $ 7,144 ​ 6.9% 2033 ​ 37 ​ 182,537 ​ $ 5,175 ​ 5.0% 2034 ​ 30 ​ 238,147 ​ $ 5,770 ​ 5.5% 2035 ​ 37 ​ 309,105 ​ $ 7,552 ​ 7.3% (1) Annual Rents consist of the in-place base rent to be received pursuant to each lease agreement (i.e. not on a straight-line basis). 5 Table of Contents The majority of leases have additional option periods beyond the original term of the lease, which typically are exercisable at the tenant’s option.
Cash payments for the release of surface entry rights totaled $0.1 million, $0.7 million, and $0.2 million during the years ended December 31, 2024, 2023, and 2022, respectively. ​ REIT CONVERSION AND MERGER ​ On September 3, 2020, the Board unanimously approved a plan for the Company to elect to be subject to tax as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2020.
Cash payments for the release of surface entry rights totaled $0.1 million and $0.7 million during the years ended December 31, 2024 and 2023, respectively. ​ REIT CONVERSION AND MERGER ​ On September 3, 2020, the Board unanimously approved a plan for the Company to elect to be subject to tax as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2020.
In addition to our income property portfolio, as of December 31, 2024, our business included the following: Management Services: A fee-based management business that is engaged in managing PINE, as well as: (i) a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined) and (ii) Subsurface Interests (hereinafter defined) pursuant to the Subsurface Management Agreement (hereinafter defined), as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
In addition to our income property portfolio, as of December 31, 2025, our business included the following: Management Services: A fee-based management business that is engaged in managing PINE, as well as: (i) a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined) and (ii) Subsurface Interests (hereinafter defined) pursuant to the Subsurface Management Agreement (hereinafter defined), as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
To that end, we have undertaken various initiatives, including the following: ● providing opportunities to participate in industry conferences; ● providing regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints; ● focusing on creating a workplace that values employee health and safety; ● committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles of the Equal Employment Opportunities Commission and the principles of the ADA; and ● appreciating the many contributions of a diverse workforce, understanding that diverse backgrounds bring diverse perspectives, and result in unique insights. ​ At December 31, 2024, the Company had 37 full-time employees and considers its employee relations to be satisfactory.
To that end, we have undertaken various initiatives, including the following: ● providing opportunities to participate in industry conferences; ● providing regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints; ● focusing on creating a workplace that values employee health and safety; ● committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles of the Equal Employment Opportunities Commission and the principles of the ADA; and ● appreciating the many contributions of a diverse workforce, understanding that diverse backgrounds bring diverse perspectives, and result in unique insights. ​ At December 31, 2025, the Company had 42 full-time employees and considers its employee relations to be satisfactory.
An investor’s rights in a mezzanine loan are usually governed by an intercreditor agreement that provides holders with the rights to cure defaults and exercise control on certain decisions of any senior debt secured by the same commercial property . 2024 Commercial Loans and Investments Portfolio .
An investor’s rights in a mezzanine loan are usually governed by an intercreditor agreement that provides holders with the rights to cure defaults and exercise control on certain decisions of any senior debt secured by the same commercial property . 2025 Commercial Loans and Investments Portfolio .
Should we need to re-lease our single-tenant income properties or space(s) in our multi-tenant properties, we would compete with many other property owners in the local market based on, among other elements, price, location of our property, potential tenant improvements, and lease term. ​ Our business plan may also focus on investing in commercial real estate through the acquisition or origination of mortgage financings secured by commercial real estate and similar financial instruments.
Should we need to re-lease our single-tenant income properties or space(s) in our multi-tenant properties, we would compete with many other property owners in the local market based on, among other elements, price, location of our property, potential tenant improvements, and lease term. ​ Our business plan also includes investing in commercial real estate through the acquisition or origination of mortgage financings secured by commercial real estate and similar financial instruments.
The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral and may adversely impact our investment in that property. ​ Some of our properties contain, have contained or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances.
The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral and may adversely impact our investment in that property. ​ 9 Table of Contents Some of our properties contain, have contained or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances.
Our ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any. ​ 10 Table of Contents Generally, our leases require the lessee to comply with environmental law and provide that the lessee will indemnify us for any loss or expense we incur as a result of the lessee’s violation of environmental law or the presence, use or release of hazardous materials on our property attributable to the lessee.
Our ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any. ​ Generally, our leases require the lessee to comply with environmental law and provide that the lessee will indemnify us for any loss or expense we incur as a result of the lessee’s violation of environmental law or the presence, use or release of hazardous materials on our property attributable to the lessee.
If our lessees do not comply with environmental law, or we are unable to enforce the indemnification obligations of our lessees, our results of operations would be adversely affected. ​ We cannot predict what other environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist on our properties in the future.
If our lessees do not comply with environmental law, or we are unable to enforce the indemnification obligations of our lessees, our results of operations would be adversely affected. ​ We cannot predict what other environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist on 10 Table of Contents our properties in the future.
We may also self-develop multi-tenant income properties, as we have done in the past. ​ Our investments in income-producing properties are typically subject to longer-term leases. For multi-tenant properties, each tenant typically pays its proportionate share of the aforementioned operating expenses of the property, although for such properties we typically incur additional costs for property management services.
We may also self-develop multi-tenant income properties, as we have done in the past. ​ Our investments in income-producing properties are typically subject to longer-term leases. For shopping centers, each tenant typically pays its proportionate share of the operating expenses of the property, although for such properties we typically incur additional costs for property management services.
As our current properties generally have low tax basis, we may seek to have the sale of the current income property qualify for income tax deferral through the like-kind exchange provisions under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”).
As our current properties generally have low tax basis, we may seek to have sales of our income properties qualify for income tax deferral through the like-kind exchange provisions under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”).
Management fee income earned pursuant to the Portfolio Management Agreement, is included in management fee income on the Company’s consolidated statement of operations and is further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8. 6 Table of Contents Asset Management Agreement.
Management fee income earned pursuant to the Portfolio Management Agreement, is included in management fee income on the Company’s consolidated statement of operations and is further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8. Asset Management Agreement.
These costs may be substantial and 9 Table of Contents can exceed the value of the property. In addition, some environmental laws may create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination.
These costs may be substantial and can exceed the value of the property. In addition, some environmental laws may create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination.
In all the markets in which we compete to acquire income properties, price is the principal method of competition, with transaction structure and certainty of execution also being significant considerations for potential sellers.
In all the markets in which we compete to acquire income properties, price is the principal method of competition, 8 Table of Contents with transaction structure and certainty of execution also being significant considerations for potential sellers.
Commercial mezzanine loans are typically secured by a pledge of the borrower’s equity ownership in the underlying commercial real estate. Unlike a mortgage, a mezzanine loan is not secured by a lien on the property.
Commercial mezzanine loans are typically 6 Table of Contents secured by a pledge of the borrower’s equity ownership in the underlying commercial real estate. Unlike a mortgage, a mezzanine loan is not secured by a lien on the property.
We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. As of December 31, 2024, we own and manage, sometimes utilizing third-party property management companies, 23 commercial real estate properties in 7 states in the United States, comprising 4.7 million square feet of gross leasable space.
We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. As of December 31, 2025, we own and manage, sometimes utilizing third-party property management companies, 21 commercial real estate properties in 7 states in the United States, comprising 5.5 million square feet of gross leasable space.
In addition to our primary multi-tenanted, retail-based income-producing property investment strategy, our targeted investment classes may include the following: ​ Primary asset classes ● Multi-tenant properties, with a focus on retail and mixed use, that are typically stabilized; and located in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies and outsized relative job and population growth; and ● Single-tenant retail or other commercial, double or triple net leased, properties that are typically stabilized and located in what we believe to be faster growing, business-friendly markets exhibiting accommodative business 3 Table of Contents tax policies and outsized relative job and population growth that are compliant with our commitments under the PINE ROFO Agreement. ​ Other asset classes ● Ground leases, whether purchased or originated by the Company, that are compliant with our commitments under the ROFO Agreement; ● Self-developed retail or other commercial properties; ● Commercial loans and investments, whether purchased or originated by the Company, with loan terms of 1-10 years with strong risk-adjusted yields secured by property types to include hotel, retail, residential, land and industrial; ● Select regional area investments using Company national market knowledge and expertise to earn strong risk-adjusted yields; and ● Real estate-related investment securities, including commercial mortgage-backed securities, preferred or common stock, and corporate bonds. ​ Our access to capital includes raising equity or debt financing, and our sources of debt financing primarily includes our borrowing capacity under our revolving credit facility (as amended and restated, the “Credit Facility”) and term loans.
In addition to our primary shopping center investment strategy, our targeted investment classes may include the following: ​ Other asset classes ● Single-tenant retail or other commercial, double or triple net leased, properties that are typically stabilized and located in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies and outsized relative job and population growth that are compliant with our commitments under the ROFO Agreement (as defined below); ● Ground leases, whether purchased or originated by the Company, that are compliant with our commitments under the ROFO Agreement; 3 Table of Contents ● Self-developed retail or other commercial properties; ● Commercial loans and investments, whether purchased or originated by the Company, with loan terms of 1-10 years with strong risk-adjusted yields secured by property types to include hotel, retail, residential, land and industrial; ● Select regional area investments using Company national market knowledge and expertise in an effort to earn strong risk-adjusted yields; and ● Real estate-related investment securities, including commercial mortgage-backed securities, preferred or common equity, and corporate bonds. ​ Our access to capital includes raising equity or debt financing, and our sources of debt financing primarily includes our borrowing capacity under our revolving credit facility (as amended and restated, the “Credit Facility”) and term loans.
We may pursue this strategy by monetizing certain of our single-tenant properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset. As of December 31, 2024, the Company owned 23 income properties in 7 states.
We may pursue this strategy by monetizing certain of our single-tenant 4 Table of Contents properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset. As of December 31, 2025, the Company owned 21 income properties in 7 states.
As of December 31, 2023, the Company’s commercial loans and investments portfolio included four commercial loan investments and one preferred equity investment with a carrying value of $61.8 million. 2022 Commercial Loans and Investments Portfolio .
As of December 31, 2023, the Company’s commercial loans and investments portfolio included four commercial loan investments and one preferred equity investment with a carrying value of $61.8 million. Provision for Impairment – Commercial Loans and Investments.
As of December 31, 2024, the fair value of our investment totaled $39.7 million, or 14.8% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election.
As of December 31, 2025, the fair value of our investment totaled $41.3 million, or 15.4% of PINE’s outstanding common equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election.
Competition for investing in commercial mortgage loans and similar financial instruments can include financial institutions such as banks, life insurance companies, institutional investors such as pension funds, and other lenders including mortgage REITs, REITs, and high net worth investors.
Competition for investing in commercial mortgage loans and similar financial instruments can include financial institutions such as banks, private equity investors, institutional investment funds, debt funds, private credits funds, specialty finance companies, life insurance companies, institutional investors such as pension funds, and other lenders including REITs and high net worth investors.
During the year ended December 31, 2024, the Company sold its portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”), as further described in Note 6, “Real Estate Operations”.
These credits were produced by the Company’s formerly owned mitigation bank. During the year ended December 31, 2024, the Company sold its portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”), as further described in Note 6, “Real Estate Operations”.
As of December 31, 2024, the Company’s commercial loans and investments portfolio included five commercial loan investments and two preferred equity investments with a carrying value of $105.0 million. 2023 Commercial Loans and Investments Portfolio .
As of December 31, 2025, the Company’s commercial loans and investments portfolio included four commercial loan investments and two preferred equity investments with a carrying value of $104.8 million. 2024 Commercial Loans and Investments Portfolio .
During the year ended December 31, 2023, the Company originated two loans for a total investment of $30.4 million and received cash repayments of principal totaling $1.0 million.
During the year ended December 31, 2023, the Company originated two loans for a total investment of $30.4 million and received cash repayments of principal totaling $1.0 million. Including the two originations and fundings on our construction loans, $32.9 million was funded during the year ended December 31, 2023.
During the year ended December 31, 2022, the Company sold approximately 14,600 acres of subsurface oil, gas, and mineral rights for a sales price of $1.7 million. The Company historically released surface entry rights or other rights upon request of a surface owner for a negotiated release fee typically based on a percentage of the surface value.
During the year ended December 31, 2023, the Company sold 3,481 acres of Subsurface Interests for a sales price of $1.0 million. The Company historically released surface entry rights or other rights upon request of a surface owner for a negotiated release fee typically based on a percentage of the surface value.
We sold two multi-tenant income properties during the year ended December 31, 2024. As a result of entering the Exclusivity and Right of First Offer Agreement with PINE (the “ROFO Agreement”) which generally prevents us from investing in single-tenant net lease income properties, our income property investment strategy will continue to be focused on multi-tenanted, retail-based properties.
As a result of entering into the Exclusivity and Right of First Offer Agreement with PINE (the “ROFO Agreement”) which generally prevents us from investing in single-tenant net lease income properties, our income property investment strategy will continue to be focused on shopping centers.
BUSINESS PLAN ​ Our business plan is primarily focused on investing in multi-tenanted, retail-based income-producing properties. We believe that focusing on multi-tenant properties will allow us to continue to broaden the credit base of our tenants.
BUSINESS PLAN ​ Our business plan is primarily focused on investing in shopping centers. We believe that focusing on shopping centers will allow us to continue to broaden the credit base of our tenants.
Commercial Loans and Investments: A portfolio of five commercial loan investments and two preferred equity investments which are classified as commercial loan investments. Real Estate Operations: During the year ended December 31, 2024, the Company sold its remaining mitigation credits. These credits were produced by the Company’s formerly owned mitigation bank.
Commercial Loans and Investments: A portfolio of four commercial loan investments and two preferred equity investments which are classified as commercial loan investments. Real Estate Operations: There were no significant transactions within the Company’s real estate operations during the year ended December 31, 2025. During the year ended December 31, 2024, the Company sold its remaining mitigation credits.
The weighted average amortization period for the intangible assets and liabilities was 5.7 years at acquisition. ​ During the year ended December 31, 2024, the Company sold two income properties for an aggregate sales price of $38.0 million and aggregate gains on sales of $3.8 million.
The weighted average amortization period for the intangible assets and liabilities was 4.6 years at acquisition. ​ During the year ended December 31, 2025, the Company sold four income properties for an aggregate sales price of $85.1 million and aggregate gains on sales of $21.0 million.
Our current portfolio of 17 multi-tenant properties generates $87.2 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 4.8 years as of December 31, 2024.
Our current portfolio of 17 shopping centers generates $102.4 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.0 years as of December 31, 2025.
Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations. ​ ​ 2 Table of Contents The following is a summary of financial information regarding the Company’s business segments for the years ended December 31, 2024, 2023 and 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 2023 2022 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 110,591 ​ $ 96,663 ​ $ 68,857 Management Fee Income ​ ​ 4,590 ​ ​ 4,388 ​ ​ 3,829 Interest Income from Commercial Loans and Investments ​ 7,357 ​ ​ 4,084 ​ 4,172 Real Estate Operations ​ ​ 1,981 ​ ​ 3,984 ​ ​ 5,462 Total Revenues ​ $ 124,519 ​ $ 109,119 ​ $ 82,320 Operating Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 78,806 ​ $ 68,208 ​ $ 48,492 Management Services ​ ​ 4,590 ​ ​ 4,388 ​ ​ 3,829 Commercial Loans and Investments ​ ​ 7,357 ​ ​ 4,084 ​ ​ 4,172 Real Estate Operations ​ ​ 544 ​ ​ 2,261 ​ ​ 2,970 General and Administrative Expenses ​ ​ (16,269) ​ ​ (14,249) ​ ​ (12,899) Privision for Impairment ​ ​ (676) ​ ​ (1,556) ​ ​ — Depreciation and Amortization ​ ​ (65,049) ​ ​ (44,173) ​ ​ (28,855) Gain (Loss) on Disposition of Assets ​ ​ 8,308 ​ ​ 7,543 ​ ​ (7,042) Total Operating Income ​ $ 17,611 ​ $ 26,506 ​ $ 10,667 Identifiable Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 1,039,466 ​ $ 887,345 ​ $ 902,427 Management Services ​ ​ 1,481 ​ ​ 1,395 ​ ​ 1,370 Commercial Loans and Investments ​ ​ 105,763 ​ ​ 62,099 ​ ​ 32,269 Real Estate Operations ​ ​ 611 ​ ​ 2,343 ​ ​ 4,041 Corporate and Other (1) ​ ​ 34,323 ​ ​ 36,486 ​ ​ 46,438 Total Assets ​ $ 1,181,644 ​ $ 989,668 ​ $ 986,545 (1) Corporate and other assets consist primarily of cash and restricted cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations.
Any dividends received from PINE are included in investment and other income on the accompanying consolidated statements of operations. ​ ​ 2 Table of Contents The following is a summary of financial information regarding the Company’s business segments for the years ended December 31, 2025, 2024 and 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Revenues: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 132,156 ​ $ 110,591 ​ $ 96,663 Management Fee Income ​ ​ 4,849 ​ ​ 4,590 ​ ​ 4,388 Interest Income from Commercial Loans and Investments ​ ​ ​ ​ 12,540 ​ ​ 7,357 ​ ​ ​ ​ 4,084 Real Estate Operations ​ ​ — ​ ​ 1,981 ​ ​ 3,984 Total Revenues ​ $ 149,545 ​ $ 124,519 ​ $ 109,119 Operating Income: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 94,233 ​ $ 78,806 ​ $ 68,208 Management Services ​ ​ 4,849 ​ ​ 4,590 ​ ​ 4,388 Commercial Loans and Investments ​ ​ 12,540 ​ ​ 7,357 ​ ​ 4,084 Real Estate Operations ​ ​ — ​ ​ 544 ​ ​ 2,261 General and Administrative Expenses ​ ​ (18,527) ​ ​ (16,269) ​ ​ (14,249) Provision for Impairment ​ ​ (68) ​ ​ (676) ​ ​ (1,556) Depreciation and Amortization ​ ​ (60,015) ​ ​ (65,049) ​ ​ (44,173) Gain on Disposition of Assets ​ ​ 21,452 ​ ​ 8,308 ​ ​ 7,543 Loss on Extinguishment of Debt ​ ​ (20,449) ​ ​ — ​ ​ — Total Operating Income ​ $ 34,015 ​ $ 17,611 ​ $ 26,506 Identifiable Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ Income Properties ​ $ 1,102,631 ​ $ 1,039,466 ​ $ 887,345 Management Services ​ ​ 2,465 ​ ​ 1,481 ​ ​ 1,395 Commercial Loans and Investments ​ ​ 118,129 ​ ​ 114,107 ​ ​ 62,843 Real Estate Operations ​ ​ 455 ​ ​ 611 ​ ​ 2,343 Corporate and Other (1) ​ ​ 40,222 ​ ​ 25,979 ​ ​ 35,742 Total Assets ​ $ 1,263,902 ​ $ 1,181,644 ​ $ 989,668 (1) Corporate and other assets consist primarily of cash and restricted cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations.
The Company’s subsurface operations consist of revenue from the leasing of exploration rights and in some instances, additional revenues from royalties applicable to production from the leased acreage, which revenues are included within real estate operations in the consolidated statements of operations.
The Company’s subsurface operations consisted of revenue from the leasing of exploration rights and in some instances, additional revenues from royalties applicable to production from the leased acreage, which revenues are included within real estate operations in the consolidated statements of operations. There were no sales of subsurface oil, gas, and mineral rights during the year ended December 31, 2024.
Of the aggregate $224.4 million acquisition cost, $46.5 million was allocated to land, $156.7 million was allocated to buildings and improvements, and $32.4 million was allocated to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $11.2 million was allocated to intangible liabilities for the below market lease value.
Of the aggregate $145.1 million acquisition cost, $56.9 million was allocated to land, $73.3 million was allocated to buildings and improvements, $36.6 million was allocated to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $21.7 million was allocated to intangible liabilities for the below market lease value.
During the year ended December 31, 2023, the Company recorded a $0.6 million impairment charge representing the provision for credit losses related to our commercial loans and investments. There were no such impairment charges related to credit losses during the year ended December 31, 2022. ​ 7 Table of Contents REAL ESTATE OPERATIONS Mitigation Credits and Mitigation Credit Rights.
The Company recorded impairment charges of $0.1 million, $0.7 million and $0.6 million related to its commercial loans and investments portfolio during the years ended December 31, 2025, 2024 and 2023, respectively. ​ 7 Table of Contents REAL ESTATE OPERATIONS Mitigation Credits and Mitigation Credit Rights.
Our current portfolio of 6 single-tenant income properties generates $5.6 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.2 years as of December 31, 2024. 4 Table of Contents Our focus on acquiring income-producing investments includes a continual review of our existing income property portfolio to identify opportunities to recycle our capital through the sale of income properties based on, among other possible factors, the current or expected performance of the property and favorable market conditions.
Our focus on acquiring income-producing investments includes a continual review of our existing income property portfolio to identify opportunities to recycle our capital through the sale of income properties based on, among other possible factors, the current or expected performance of the property and favorable market conditions.
During the year ended December 31, 2024, 14.99 mitigation credits were sold for $1.8 million, resulting in a gain on sale of $0.5 million. During the year ended December 31, 2023, the Company sold 20 mitigation credits for proceeds of $2.3 million with a cost basis of $1.5 million.
During the year ended December 31, 2023, the Company sold 20 mitigation credits for proceeds of $2.3 million with a cost basis of $1.5 million. As of December 31, 2025, the Company did not own any mitigation credits . Subsurface Interests.
See Note 13, “Equity” for the Company’s disclosure related to the equity adjustments recorded during the year ended December 31, 2021 in connection with the Merger. ​ In connection with the REIT conversion and the Merger, CTO FL applied to list CTO MD’s common stock on the New York Stock Exchange (the “NYSE”) under CTO FL’s ticker symbol, “CTO.” This application was approved, and CTO MD’s common stock began trading on the NYSE on February 1, 2021 under the ticker symbol “CTO.” ​ 8 Table of Contents COMPETITION ​ The real estate industry is, in general, a highly competitive industry.
CTO MD is a corporation organized in the state of Maryland and has been renamed “CTO Realty Growth, Inc.” CTO MD’s charter includes certain standard REIT provisions, including ownership limitations and transfer restrictions applicable to the Company’s capital stock. ​ In connection with the REIT conversion and the Merger, CTO FL applied to list CTO MD’s common stock on the New York Stock Exchange (the “NYSE”) under CTO FL’s ticker symbol, “CTO.” This application was approved, and CTO MD’s common stock began trading on the NYSE on February 1, 2021 under the ticker symbol “CTO.” ​ COMPETITION ​ The real estate industry is, in general, a highly competitive industry.
There were no impairment charges on the Company’s income property portfolio during each of the years ended December 31, 2024 or 2022. During the year ended December 31, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property.
During the year ended December 31, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property. The purchase and sale agreement for the Company’s sale of the Westcliff Property was executed on July 28, 2023.
During the year ended December 31, 2022, the Company sold 34 mitigation credits for proceeds of $3.5 million with a cost basis of $2.3 million. Subsurface Interests. The Company sold its remaining acres of Subsurface Interests during the year ended December 31, 2024 for $5.0 million, or a gain on sale of $4.5 million.
The Company sold its remaining acres of Subsurface Interests during the year ended December 31, 2024 for $5.0 million, or a gain on sale of $4.5 million. As of December 31, 2025, the Company did not own any Subsurface Interests. The Company historically leased certain of the Subsurface Interests to mineral exploration firms for exploration.
The purchase and sale agreement for the Company’s sale of the Westcliff Property was executed on July 28, 2023. The impairment charge of $0.9 million represents the sales price, less the book value of the asset as of September 30, 2023, less costs to sell.
The impairment charge of $0.9 million represents the sales price, less the book value of the asset as of September 30, 2023, less costs to sell. The sale of the Westcliff Property closed on October 12, 2023. ​ MANAGEMENT SERVICES BUSINESS Related Party Management of PINE. Our business plan includes generating revenue from managing PINE.
A balance of mitigation credits and mitigation credit rights were retained by the Company as part of the sale agreement of which none remained as of December 31, 2024 . Revenues and the cost of sales of mitigation credit sales are reported as revenues from, and direct costs of, real estate operations, respectively, in the consolidated statements of operations.
Revenues and the cost of sales of mitigation credit sales are reported as revenues from, and direct costs of, real estate operations, respectively, in the consolidated statements of operations. During the year ended December 31, 2024, the Company sold all of its remaining 14.99 mitigation credits for $1.8 million with a cost basis of $1.3 million.
The fair value of long-lived assets required to be assessed for impairment is determined on a non-recurring basis using Level 3 inputs in the fair value hierarchy. These Level 3 inputs may include, but are not limited to, executed purchase and sale agreements on specific properties, third party valuations, discounted cash flow models, and other model-based techniques.
These Level 3 inputs may include, but are not limited to, executed purchase and sale agreements on specific properties, third party valuations, discounted cash flow models, and other model-based techniques. There were no impairment charges on the Company’s income property portfolio during each of the years ended December 31, 2025 or 2024.
The majority of leases have additional option periods beyond the original term of the lease, which typically are exercisable at the tenant’s option. Provision for Impairment – Income Properties. The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Provision for Impairment – Income Properties. The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of long-lived assets required to be assessed for impairment is determined on a non-recurring basis using Level 3 inputs in the fair value hierarchy.
During the year ended December 31, 2024, the Company originated three loans and one preferred equity investment for a total investment of $104.0 million, of which $65.0 million was funded during the year, and received cash repayments of principal totaling $20.3 million.
During the year ended December 31, 2024, the Company received principal repayments totaling $20.3 million. As of December 31, 2024, the Company’s commercial loans and investments portfolio included five commercial loan investments and two preferred equity investments with a carrying value of $105.0 million. 2023 Commercial Loans and Investments Portfolio .
During the year ended December 31, 2024, the Company acquired five multi-tenanted retail income properties, one building within an existing multi-tenanted retail income property owned by the Company, and one vacant land parcel within an existing multi-tenanted retail income property owned by the Company for an aggregate purchase price of $226.8 million, or a total acquisition cost of $224.4 million.
During the year ended December 31, 2025, the Company acquired two shopping centers for an aggregate purchase price of $144.9 million, or a total acquisition cost of $145.1 million.
New York Ave. ​ Winter Park ​ FL ​ 27,948 Ashford Lane ​ Atlanta ​ GA ​ 277,123 Beaver Creek Crossings ​ Apex ​ NC ​ 322,113 Carolina Pavilion ​ Charlotte ​ NC ​ 685,714 Crossroads Towne Center ​ Chandler ​ AZ ​ 221,658 Granada Plaza ​ Dunedin ​ FL ​ 74,178 Lake Brandon Village ​ Brandon ​ FL ​ 102,022 Madison Yards ​ Atlanta ​ GA ​ 162,521 Marketplace at Seminole ​ Sanford ​ FL ​ 315,066 Millenia Crossing ​ Orlando ​ FL ​ 100,385 Plaza at Rockwall ​ Rockwall ​ TX ​ 446,521 Price Plaza ​ Katy ​ TX ​ 200,576 The Collection at Forsyth ​ Cumming ​ GA ​ 560,665 The Exchange at Gwinnett ​ Buford ​ GA ​ 97,366 The Shops at Legacy ​ Plano ​ TX ​ 237,572 The Strand at St.
Following is a summary of these properties: ​ ​ ​ ​ ​ ​ ​ ​ ​ Tenant / Property ​ ​ ​ Category ​ City ​ ​ ​ State ​ Area (Square Feet) Granada Plaza ​ Multi-Tenant ​ Dunedin ​ FL ​ 74,178 The Exchange at Gwinnett ​ Multi-Tenant ​ Buford ​ GA ​ 97,366 Millenia Crossing ​ Multi-Tenant ​ Orlando ​ FL ​ 100,385 Lake Brandon Village ​ Multi-Tenant ​ Brandon ​ FL ​ 102,022 Madison Yards ​ Multi-Tenant ​ Atlanta ​ GA ​ 162,521 Price Plaza ​ Multi-Tenant ​ Katy ​ TX ​ 200,576 The Strand at St.
Removed
The sales consisted of (i) one mixed use income property in downtown Santa Fe, New Mexico for $20.0 million, resulting in a gain of $4.6 million, and (ii) one multi-tenant income property located in West Jordan, Utah for $18.0 million, resulting in a loss on sale of $0.8 million.
Added
The sales consisted of (i) three single-tenant Main Street properties in Daytona Beach, Florida for $7.1 million, generating gains totaling $1.2 million, and (ii) one shopping center located in Plano, Texas for $78.0 million, resulting in a gain on sale of $19.8 million.
Removed
Following is a summary of these properties: ​ ​ ​ ​ ​ ​ ​ Tenant / Property City State Area (Square Feet) 369 N.
Added
Our current portfolio of 4 other income property assets generates $3.8 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 3.9 years as of December 31, 2025.
Removed
Johns Town Center ​ Jacksonville ​ FL ​ 211,197 West Broad Village ​ Glen Allen ​ VA ​ 392,146 17 Multi-Tenant Properties ​ ​ ​ ​ ​ 4,434,771 Crabby's Oceanside ​ Daytona Beach ​ FL ​ 5,780 Fidelity ​ Albuquerque ​ NM ​ 210,067 LandShark Bar & Grill ​ Daytona Beach ​ FL ​ 6,264 MainStreet Portfolio (1) ​ Daytona Beach ​ FL ​ 29,681 6 Single-Tenant Properties ​ ​ ​ ​ ​ 251,792 23 Total Properties ​ ​ ​ ​ ​ 4,686,563 (1) The MainStreet Portfolio is comprised of 3 single tenant properties.
Added
Johns Town Center ​ Multi-Tenant ​ Jacksonville ​ FL ​ 211,197 Crossroads Towne Center ​ Multi-Tenant ​ Chandler ​ AZ ​ 221,658 Ashford Lane ​ Multi-Tenant ​ Atlanta ​ GA ​ 277,118 Marketplace at Seminole ​ Multi-Tenant ​ Sanford ​ FL ​ 320,273 Beaver Creek Crossings ​ Multi-Tenant ​ Apex ​ NC ​ 322,113 West Broad Village ​ Multi-Tenant ​ Glen Allen ​ VA ​ 392,139 Plaza at Rockwall ​ Multi-Tenant ​ Rockwall ​ TX ​ 443,880 Pompano Citi Centre ​ Multi-Tenant ​ Pompano Beach ​ FL ​ 508,874 Ashley Park ​ Multi-Tenant ​ Newnan ​ GA ​ 559,465 The Collection at Forsyth ​ Multi-Tenant ​ Cumming ​ GA ​ 560,919 Carolina Pavilion ​ Multi-Tenant ​ Charlotte ​ NC ​ 693,813 17 Shopping Centers ​ ​ ​ ​ ​ ​ ​ 5,248,497 Crabby's Oceanside ​ Single-Tenant ​ Daytona Beach ​ FL ​ 5,780 LandShark Bar & Grill ​ Single-Tenant ​ Daytona Beach ​ FL ​ 6,264 369 N.
Removed
The sale of the Westcliff Property closed on October 12, 2023. ​ MANAGEMENT SERVICES BUSINESS Related Party Management of PINE. Our business plan includes generating revenue from managing PINE. Pursuant to the management agreement with PINE, the Company generates a base management fee equal to 1.5% of PINE’s total equity.
Added
New York Ave. ​ Multi-Tenant/Other ​ Winter Park ​ FL ​ 27,948 5401 Watson Dr.
Removed
During the year ended December 31, 2022, the Company originated three loans and one preferred equity investment for a total investment of $53.4 million and received cash repayments of principal totaling $22.3 million.
Added
Pursuant to the management agreement with PINE, the Company generates a base management fee equal to 1.5% of PINE’s “total equity” (as defined in the management agreement).We have waived a portion of the base management fee attributable to the inclusion of the net cash proceeds from the issuance of PINE’s Series A Preferred Stock in PINE’s “total equity” (the “Incremental Equity Base”), such that the base management fee rate on the Incremental Equity Base is equal to 0.75% per annum, instead of 1.50% per annum, as provided in the Management Agreement.
Removed
As of December 31, 2022, the Company’s commercial loans and investments portfolio included three commercial loan investments and one preferred equity investment with a carrying value of $31.9 million. Provision for Impairment – Commercial Loans and Investments.
Added
During the year ended December 31, 2025, the Company originated $21.0 million of commercial loans and investments, including an amendment and $16.0 million upsize of an existing loan, of which none was funded, and a $5.0 million mortgage note, for a weighted average interest rate of 10.7% (including paid-in-kind interest).
Removed
During the year ended December 31, 2024, the Company recorded a $0.7 million impairment charge, comprised of a $0.2 million charge related to the discount provided to the borrower on their early repayment of the Sabal Pavilion loan, as described in Note 4, “Commercial Loans and Investments”, and a $0.5 million increase in our CECL allowance due to a net increase in principal outstanding on the Company’s portfolio of commercial loans and investments.
Added
The Company earned $0.3 million of origination fees from these investments. During the same period, the Company funded $9.3 million under existing construction loan commitments, net of origination fees received, and received principal repayments totaling $15.2 million.
Removed
During the year ended December 31, 2024, the Company sold its remaining mitigation credits. As of December 31, 2023, the Company owned mitigation credits with an aggregate cost basis of $1.0 million.
Added
During the year ended December 31, 2024, the Company originated four commercial loan investments totaling $104.0 million at a weighted average initial cash yield of 11.7 %, of which $63.9 million had been funded as of December 31, 2024. One of these investments, totaling $10.0 million, was structured as preferred equity and is further described below.
Removed
On December 29, 2022, the Company completed the sale of the entity that owned the Mitigation Bank for a sales price of $8.1 million resulting in a loss on disposition of assets of $11.9 million.
Added
No cash payments were received for the release of surface entry rights for the year ended December 31, 2025.
Removed
As of December 31, 2023, the Company owned 352,000 acres of Subsurface Interests. The Company leases certain of the Subsurface Interests to mineral exploration firms for exploration.
Removed
There were no sales of subsurface oil, gas, and mineral rights during the year ended December 31, 2024 prior to the sale of the entire portfolio for $5.0 million. During the year ended December 31, 2023, the Company sold 3,481 acres of Subsurface Interests for an aggregate sales price of $1.0 million.
Removed
CTO MD is a corporation organized in the state of Maryland and has been renamed “CTO Realty Growth, Inc.” CTO MD’s charter includes certain standard REIT provisions, including ownership limitations and transfer restrictions applicable to the Company’s capital stock.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

76 edited+14 added−35 removed301 unchanged
Biggest changeAs a result, we may be forced to take other 25 Table of Contents actions to meet those obligations, such as selling properties, raising equity, or delaying capital expenditures, any of which may not be feasible or could have a material adverse effect on us.
Biggest changeAs a result, we may be forced to take other actions to meet those obligations, such as selling properties, raising equity, or delaying capital expenditures, any of which may not be feasible or could have a material adverse effect on us. 25 Table of Contents We continue to have the ability to incur debt; if we incur substantial additional debt, the higher levels of debt may affect our ability to pay the interest and principal of our debt. ​ Despite our current consolidated debt levels, we and our subsidiaries may incur substantial additional debt in the future (subject to the restrictions contained in our debt instruments), some of which may be secured debt..
Our core business is the ownership of commercial properties that generate lease revenue from either a single tenant in a stand-alone property or multiple tenants occupying a single structure or multiple structures.
Our core business is the ownership of commercial properties that generate lease revenue from either multiple tenants occupying a single structure or multiple structures or a single tenant in a stand-alone property.
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; ● 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 13 Table of Contents and management services; ● acts of God, including natural disasters and global pandemics, 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. ​ The occurrence of any of the risks described above may cause the performance and value of our properties to decline, which could materially and adversely affect us. ​ 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 results of operations, as well as the results of operations of our tenants, are sensitive to changes in U.S., global and local regions or markets that impact our tenants’ businesses.
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; ● 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, 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; 13 Table of Contents ● 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. ​ The occurrence of any of the risks described above may cause the performance and value of our properties to decline, which could materially and adversely affect us. ​ 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 results of operations, as well as the results of operations of our tenants, are sensitive to changes in U.S., global and local regions or markets that impact our tenants’ businesses.
As part of our business strategy, we have invested in commercial loans secured by commercial real estate and may in the future invest in other commercial loans or similar financings secured by real estate.
As part of our business strategy, we have invested in commercial loans secured by real estate and may in the future invest in other commercial loans or similar financings secured by real estate.
Failure to do so may result in delinquency and/or foreclosure. ​ Commercial loans are secured by commercial property and are subject to risks of delinquency and foreclosure and therefore risk of loss.
Failure to do so may result in delinquency and/or foreclosure. ​ Commercial loans are secured by property and are subject to risks of delinquency and foreclosure and therefore risk of loss.
Factors that could cause quarterly operating results to fluctuate include, among others, variations in the performance of our income-producing assets, market values of our investment in PINE, costs associated with debt, general economic conditions, the state of the real estate and financial markets and the degree to which we encounter competition in our markets. 24 Table of Contents Risks related to Our Financing ​ General ​ The Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings. ​ In order to further our business objectives, we have in the past and expect to continue to seek to obtain additional debt financing or raise equity capital and may be unable to do so on favorable terms, if at all.
Factors that could cause quarterly operating results to fluctuate include, among others, variations in the performance of our income-producing assets, market values of our investment in PINE, costs associated with debt, general economic conditions, the state of the real estate and financial markets and the degree to which we encounter competition in our markets. 24 Table of Contents Risks related to Our Financing ​ The Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings. ​ In order to further our business objectives, we have in the past and expect to continue to seek to obtain additional debt financing or raise equity capital and may be unable to do so on favorable terms, if at all.
We could be materially and adversely affected if a tenant representing a significant portion of our operating results or a number of our tenants were unable to meet their obligations to us. 14 Table of Contents Retail properties, particularly those with multiple tenants, depend on the presence of and successful operation of an anchor tenant or tenants and the failure of such tenant’s business or the loss of the anchor tenant(s) could adversely affect the overall success of our property and thereby could adversely impact our financial condition, results of operations and cash flows. ​ Retail properties, like other properties, are subject to the risk that tenants may be unable to make their lease payments or may decline to extend a lease upon its expiration.
We could be 14 Table of Contents materially and adversely affected if a tenant representing a significant portion of our operating results or a number of our tenants were unable to meet their obligations to us. ​ Retail properties, particularly those with multiple tenants, often depend on the presence of and successful operation of an anchor tenant or tenants, and the failure of such tenant’s business or the loss of the anchor tenant(s) could adversely affect the overall success of our property and thereby could adversely impact our financial condition, results of operations and cash flows. ​ Retail properties, like other properties, are subject to the risk that tenants may be unable to make their lease payments or may decline to extend a lease upon its expiration.
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 stock. ​ Risks Associated with our Common Stock ​ The Company may from time to time have stockholders that beneficially own more than 5% of the Company’s outstanding common stock and exercise the related voting rights of those shares.
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. ​ Risks Associated with our Common Stock ​ The Company may from time to time have stockholders that beneficially own more than 5% of the Company’s outstanding common stock and exercise the related voting rights of those shares.
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.
Our charter also provides that any attempt to own or transfer shares of our common stock or preferred stock in excess of the stock ownership limits without the consent of the Board or in a manner that would cause us to be “closely held” under Section 856(h) of the Code (without regard to whether the shares are held during the last half of a taxable year) will result in the shares being automatically transferred to a trustee for a charitable trust or, if the transfer to the charitable trust is not automatically effective to prevent a violation of the share ownership limits or the restrictions on ownership and transfer of our shares, any such transfer of our shares will be null and void. 30 Table of Contents ​ Our rights and the rights of our stockholders to take action against our directors and executive officers are limited, which could limit your recourse in the event of actions not in your best interest. ​ Our charter limits the liability of our present and former directors and executive officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law.
Our charter also provides that any attempt to own or transfer shares of our common stock or preferred stock in excess of the stock ownership limits without the consent of the Board or in a manner that would cause us to be “closely held” under Section 856(h) of the Code (without regard to whether the shares are held during the last half of a taxable year) will result in the shares being automatically transferred to a trustee for a charitable trust or, if the transfer to the charitable trust is not automatically effective to prevent a violation of the share ownership limits or the restrictions on ownership and transfer of our shares, any such transfer of our shares will be null and void. ​ 29 Table of Contents Our rights and the rights of our stockholders to take action against our directors and executive officers are limited, which could limit your recourse in the event of actions not in your best interest. ​ Our charter limits the liability of our present and former directors and executive officers to us and our stockholders for money damages to the maximum extent permitted under Maryland law.
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 contains stock ownership limits, which may delay, defer or prevent a change of control. ​ In order to maintain our qualification as a REIT, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of any calendar year, and at least 100 persons must beneficially own our stock during at least 335 days for each taxable year other than our initial REIT taxable year ( i.e. , our taxable year ended December 31, 2020).
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. ​ Our charter contains stock ownership limits, which may delay, defer or prevent a change of control. ​ In order to maintain our qualification as a REIT, no more than 50% in value of our outstanding capital stock may be owned, directly or indirectly, by five or fewer individuals during the last half of any calendar year, and at least 100 persons must beneficially own our stock during at least 335 days for each taxable year other than our initial REIT taxable year ( i.e. , our taxable year ended December 31, 2020).
These attacks may directly impact the Company’s physical assets or business operations or the financial condition of its tenants, lenders or other institutions with which the Company has a relationship. The United States may be engaged in armed conflict, which could have an impact on these parties.
These attacks may directly impact the Company’s physical assets or business operations or the financial condition of its tenants, borrowers, lenders or other institutions with which the Company has a relationship. The United States may be engaged in armed conflict, which could have an impact on these parties.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully 11 Table of Contents considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC, before making an investment decision regarding our securities. ● 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. ● The loss of revenues from our income property portfolio or certain tenants would adversely impact our results of operations and cash flows. ● Retail properties, particularly those with multiple tenants, depend on the presence of and successful operation of an anchor tenant or tenants and the failure of such tenant’s business or the loss of the anchor tenant(s) could adversely affect the overall success of our property and thereby could adversely impact our financial condition, results of operations and cash flows. ● We are subject to risks that affect the general retail environment in the United States, such as weakness in the economy, the level of consumer spending, the adverse financial condition of large consumer retail companies and competition from discount and internet retailers, any of which could adversely affect market rents for retail space and the willingness or ability of retail tenants to lease space in our multi-tenant properties. ● A significant portion of the revenue we generate from our income property portfolio is concentrated in specific industry classifications and/or geographic locations and any prolonged dislocation in those industries or downturn in those geographic areas would adversely impact our results of operations and cash flows. ● Our revenues include receipt of management fees and potentially incentive fees derived from our provision of management services to PINE and the loss or failure, or decline in the business or assets, of PINE could substantially reduce our revenues. ● There are various potential conflicts of interest in our relationship with PINE, including our executive officers and/or directors who are also officers and/or directors of PINE, which could result in decisions that are not in the best interest of our stockholders. ● A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or the risk that our borrowers will fail to pay scheduled contractual payments to us when due. ● 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.
Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “Risk Factors” and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC, before making an investment decision regarding our securities. ● 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. 11 Table of Contents ● Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. ● The loss of revenues from our income property or commercial loans and investments portfolios or certain tenants or borrowers would adversely impact our results of operations and cash flows. ● Retail properties, particularly those with multiple tenants, often depend on the presence of and successful operation of an anchor tenant or tenants and the failure of such tenant’s business or the loss of the anchor tenant(s) could adversely affect the overall success of our property and thereby could adversely impact our financial condition, results of operations and cash flows. ● We are subject to risks that affect the general retail environment in the United States, such as weakness in the economy, the level of consumer spending, the adverse financial condition of large consumer retail companies and competition from discount and internet retailers, any of which could adversely affect market rents for retail space and the willingness or ability of retail tenants to lease space in our shopping centers. ● A significant portion of the revenue we generate from our income property portfolio is concentrated in specific industry classifications and/or geographic locations and any prolonged dislocation in those industries or downturn in those geographic areas would adversely impact our results of operations and cash flows. ● Our revenues include receipt of management fees and potentially incentive fees derived from our provision of management services to PINE and the loss or failure, or decline in the business or assets, of PINE could substantially reduce our revenues. ● There are various potential conflicts of interest in our relationship with PINE, including our executive officers and/or directors who are also officers and/or directors of PINE, which could result in decisions that are not in the best interest of our stockholders. ● A part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or the risk that our borrowers will fail to pay scheduled contractual payments to us when due. ● 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.
We will monitor the value of our respective investments in our TRSs for the purpose of ensuring compliance with TRS ownership limitations and will structure our transactions with such TRSs 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 our TRS for the purpose of ensuring compliance with TRS ownership limitations and will structure our transactions with such TRS on terms that we believe are arm’s length to avoid incurring the 100% excise tax described above.
In addition, the Credit Facility contains certain covenants pertaining to maximum levels of investment in certain types of assets, the number and make-up of the properties in the borrowing base, and similar covenants typical for this type of indebtedness. The Company’s secured indebtedness generally contains covenants regarding debt service coverage ratios.
In addition, the Credit Facility contains certain covenants pertaining to maximum levels of investment in certain types of assets, the number and make-up of the assets in the borrowing base, and similar covenants typical for this type of indebtedness. The Company’s secured indebtedness generally contains covenants regarding debt service coverage ratios.
Consequently, we may choose not to engage in certain sales of our properties, may structure dispositions as Section 1031 like-kind exchanges, or may conduct such sales through a TRS, which would be subject to U.S. federal corporate income tax. ​ We may pay taxable dividends in our stock and cash, in which case stockholders may sell shares of our 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.
Consequently, we may choose not to engage in certain sales of our properties, may structure dispositions as Section 1031 like-kind exchanges, or may conduct such sales through a TRS, whose sale of properties would be subject to U.S. federal corporate income tax. ​ We may pay taxable dividends in our stock and cash, in which case stockholders may sell shares of our 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.
If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a competitive disadvantage. 40 Table of Contents If the data we, or third parties whose services we rely on, use in connection with the possible development or deployment of AI is incomplete, inadequate or biased in some way, the performance of our business could suffer.
If we are unable to adequately advance our capabilities in these areas, or do so at a slower pace than others in our industry, we may be at a competitive disadvantage. 38 Table of Contents If the data we, or third parties whose services we rely on, use in connection with the possible development or deployment of AI is incomplete, inadequate or biased in some way, the performance of our business could suffer.
The occurrence of any of these events or conditions may adversely impact the Company’s ability to lease its income properties, which would adversely impact the Company’s financial condition, results of operations, and cash flows. ​ Risks Related to Our Organization and Structure ​ Certain provisions of Maryland law could inhibit changes in control of our company. ​ 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.
The occurrence of any of these events or conditions may adversely impact the Company’s ability to lease its income properties, which would adversely impact the Company’s financial condition, results of operations, and cash flows. ​ Risks Related to Our Organization and Structure ​ Certain provisions of Maryland law could inhibit changes in control of our company. ​ 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.
Sales of substantial amounts of our common stock, or the perception that such sales could occur, may adversely affect the market price of our common stock. 41 Table of Contents Significant legal proceedings may adversely affect our results of operations or financial condition. ​ We are subject to the risk of litigation, derivative claims, securities class actions, regulatory and governmental investigations and other litigation including proceedings arising from investor dissatisfaction with our operating performance.
Sales of substantial amounts of our common stock, or the perception that such sales could occur, may adversely affect the market price of our common stock. 39 Table of Contents Significant legal proceedings may adversely affect our results of operations or financial condition. ​ We are subject to the risk of litigation, derivative claims, securities class actions, regulatory and governmental investigations and other litigation including proceedings arising from investor dissatisfaction with our operating performance.
As a result of all these factors, our failure to remain qualified as a REIT could impair our ability to expand our business and raise capital, and it would 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. ​ 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. ​ Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure and state or local income, property and transfer taxes.
As a result of all these factors, our failure to remain qualified as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect our business, financial condition, results of operations or ability to make distributions to our stockholders and the trading price of our securities. ​ 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. ​ Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state and local taxes on our income and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure and state or local income, property and transfer taxes.
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. ​ 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.
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 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.
These internal policies may not be effective in all regards; and, if we fail to comply with our internal policies, we could be subjected to additional risk and liability. 39 Table of Contents Employee misconduct could harm us by subjecting us to significant legal liability, reputational harm and loss of business. ​ There is a risk that our employees could engage in misconduct that adversely affects our business.
These internal policies may not be effective in all regards; and, if we fail to comply with our internal policies, we could be subjected to additional risk and liability. ​ 37 Table of Contents Employee misconduct could harm us by subjecting us to significant legal liability, reputational harm and loss of business. ​ There is a risk that our employees could engage in misconduct that adversely affects our business.
The market value of the Company’s common stock and preferred stock is subject to various factors that may cause significant fluctuations or volatility. ​ As with other publicly-traded securities, the market price of the Company’s common stock, preferred stock and convertible notes depends on various factors, which may change from time to time and/or may be unrelated to the Company’s financial condition, results of operations, or cash flows and such factors may cause significant fluctuations or volatility in the market price of the Company’s common stock and preferred stock.
The market value of the Company’s common stock and preferred stock is subject to various factors that may cause significant fluctuations or volatility. ​ As with other publicly-traded securities, the market price of the Company’s common stock and preferred stock depends on various factors, which may change from time to time and/or may be unrelated to the Company’s financial condition, results of operations, or cash flows and such factors may cause significant fluctuations or volatility in the market price of the Company’s common stock and preferred stock.
An increase in interest rates could also, among other things, reduce the value of certain of our income-producing assets and our ability to realize gains from the sale of such assets. ​ Our Credit Facility ​ The Company’s Credit Facility and secured financings include certain financial and/or other covenants that could restrict our operating activities, and the failure to comply with such covenants could result in a default that accelerates the required payment of such debt. ​ The Credit Facility contains certain financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur debt and limits on the repurchase of the Company’s stock and similar restrictions.
An increase in interest rates could also, among other things, reduce the value of certain of our income-producing assets and our ability to realize gains from the sale of such assets. 26 Table of Contents The Company’s Credit Facility and secured financings include certain financial and/or other covenants that could restrict our operating activities, and the failure to comply with such covenants could result in a default that accelerates the required payment of such debt. ​ The Credit Facility contains certain financial and operating covenants, including, among other things, certain coverage ratios and limitations on our ability to incur debt and limits on the repurchase of the Company’s stock and similar restrictions.
Declines in the market values of our investment in PINE may adversely affect periodic reported results. ​ We hold a significant equity interest in PINE as of December 31, 2024, including the OP Units we hold in the PINE Operating Partnership as further described in Note 1, “Organization” in the notes to the consolidated financial statements in Item 8.
Declines in the market values of our investment in PINE may adversely affect periodic reported results. ​ We hold a significant equity interest in PINE as of December 31, 2025, including the OP Units we hold in the PINE Operating Partnership as further described in Note 1, “Organization” in the notes to the consolidated financial statements in Item 8.
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. ​ If we failed to distribute our Pre-REIT Conversion Earnings and Profits, we could fail to qualify as a REIT. ​ To qualify as a REIT, we must not have any non-REIT accumulated earnings and profits, as measured for U.S. federal income tax purposes, at the end of any REIT taxable year.
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. ​ If we failed to distribute our Pre-REIT Conversion Earnings and Profits, we could fail to qualify as a REIT. ​ To qualify as a REIT, we must not have any non-REIT accumulated earnings and profits, as measured for U.S. federal income tax purposes, at the end of any REIT taxable year.
Any substantial trading activity executed by these large stockholders could have an adverse impact on the trading price of the Company’s stock which may impact our ability to raise capital through equity financing, which may adversely impact our ability to execute our business plan. ​ Other Operational Risks Our operations could be negatively impacted by the loss of key management personnel . ​ We believe our future success depends, to a significant extent, on the efforts of each member of the Company’s senior management and our ability to attract and retain key personnel.
Any substantial trading activity executed by these large stockholders could have an adverse impact on the trading price of the Company’s stock which may impact our ability to raise capital through equity financing, which may adversely impact our ability to execute our business plan. ​ ​ 34 Table of Contents Other Operational Risks Our operations could be negatively impacted by the loss of key management personnel . ​ We believe our future success depends, to a significant extent, on the efforts of each member of the Company’s senior management and our ability to attract and retain key personnel.
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.
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.
We may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows. ​ Under various federal, state and local laws, ordinances and regulations, we may be required to investigate and clean up certain hazardous or toxic substances released on or in properties we own or operate or that we previously owned or 28 Table of Contents operated, and we may be required to pay other costs relating to hazardous or toxic substances.
We may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows. ​ Under various federal, state and local laws, ordinances and regulations, we may be required to investigate and clean up certain hazardous or toxic substances released on or in properties we own or operate or that we previously owned or operated, and we may be required to pay other costs relating to hazardous or toxic substances.
In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future taxable income of such TRS. ​ Our ability to provide certain services to our tenants may be limited by the REIT rules or may have to be provided through a TRS. ​ As a REIT, we generally cannot provide services to our tenants other than those that are customarily provided by landlords, nor can we derive income from a third party that provides such services.
In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future taxable income of such TRS. 31 Table of Contents Our ability to provide certain services to our tenants may be limited by the REIT rules or may have to be provided through a TRS. ​ As a REIT, we generally cannot provide services to our tenants other than those that are customarily provided by landlords, nor can we derive income from a third party that provides such services.
While we believe that the Special Distribution satisfied the requirements relating to the distribution of our Pre-REIT Conversion Earnings and Profits, the determination 31 Table of Contents of the amount of accumulated earnings and profits attributable to non-REIT years is a complex factual and legal determination. There are substantial uncertainties relating to the computation of our Pre-REIT Earnings and Profits.
While we believe that the Special Distribution satisfied the requirements relating to the distribution of our Pre-REIT Conversion Earnings and Profits, the determination of the amount of accumulated earnings and profits attributable to non-REIT years is a complex factual and legal 30 Table of Contents determination. There are substantial uncertainties relating to the computation of our Pre-REIT Earnings and Profits.
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. ​ Our charter’s constructive ownership rules are complex and may cause the outstanding shares owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity.
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. ​ Our charter’s constructive ownership rules are complex and may cause the outstanding shares owned by a group of related individuals or entities to be deemed to be constructively owned by one individual or entity.
The current regulatory environment may be impacted by recent and potential future legislative developments, such as amendments to key provisions of the Dodd-Frank Act. ​ We cannot predict the ultimate content, timing, or effect of future legislative and regulatory actions, nor is it possible at this time to estimate the impact of any such actions which could have a dramatic impact on our business, results of operations and financial condition.
The current regulatory environment may be impacted by recent and potential future legislative developments, such as amendments to key provisions of the Dodd-Frank Act. ​ 36 Table of Contents We cannot predict the ultimate content, timing, or effect of future legislative and regulatory actions, nor is it possible at this time to estimate the impact of any such actions which could have a dramatic impact on our business, results of operations and financial condition.
Increases in interest rates could have an adverse effect on our operating results. ​ Our operating results depend in part on the difference between the income achieved from our income-producing assets and management fee income streams and the interest expense incurred in connection with our interest-bearing liabilities.
Increases in interest rates could have an adverse effect on our operating results. ​ O ur operating results depend in part on the difference between the income achieved from our income-producing assets and management fee income streams and the interest expense incurred in connection with our interest-bearing liabilities.
However, we can provide such non-customary services to tenants or share in the revenue from such services if we do so through a TRS, though income earned by such TRS will be subject to U.S. federal corporate income tax. ​ ​ 33 Table of Contents The prohibited transactions tax may limit our ability to dispose of our properties. ​ A REIT’s net income from prohibited transactions is subject to a 100% tax.
However, we can provide such non-customary services to tenants or share in the revenue from such services if we do so through a TRS, though income earned by such TRS will be subject to U.S. federal corporate income tax. ​ The prohibited transactions tax may limit our ability to dispose of our properties. ​ A REIT’s net income from prohibited transactions is subject to a 100% tax.
The commercial loans or similar financings we have acquired and may acquire in the future that are secured by commercial real estate typically depend on the ability of the property owner to generate income from operating the property.
The commercial loans or similar investments we have acquired and may acquire in the future that are secured by real estate typically depend on the ability of the property owner to generate income from operating the property.
There can be no assurance that we will be successful in this business, that PINE will achieve its objectives, will invest successfully in income properties and will generally operate successfully, or that we will earn fees from PINE sufficient to recover the costs we have incurred or to provide a suitable return on our investment in PINE.
There can be no assurance that we will be successful in this business, that PINE will achieve its objectives, will invest successfully in income properties or commercial loans and investments, and will generally operate successfully, or that we will earn fees from PINE sufficient to recover the costs we have incurred or to provide a suitable return on our investment in PINE.
In the event of a rising interest rate environment, rates could create a mismatch between the income we generate from our income-producing assets and management fee income streams and the interest expense incurred on our floating rate debt that could have a significant adverse effect on our financial condition, 26 Table of Contents our operating results and our cash flows.
In the event of a rising interest rate environment, rates could create a mismatch between the income we generate from our income-producing assets and management fee income streams and the interest expense incurred on our floating rate debt that could have a significant adverse effect on our financial condition, our operating results and our cash flows.
In the event of default by a tenant or anchor store, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with those parties. ​ We are subject to risks that affect the general retail environment in the United States, such as weakness in the economy, the level of consumer spending, the adverse financial condition of large consumer retail companies and competition from discount and internet retailers, any of which could adversely affect market rents for retail space and the willingness or ability of retail tenants to lease space in our multi-tenant properties.
In the event of default by a tenant, we may experience delays and costs in enforcing our rights as landlord to recover amounts due to us under the terms of our agreements with that tenant. ​ We are subject to risks that affect the general retail environment in the United States, such as weakness in the economy, the level of consumer spending, the adverse financial condition of large consumer retail companies and competition from discount and internet retailers, any of which could adversely affect market rents for retail space and the willingness or ability of retail tenants to lease space in our properties.
Although we have maintained and regularly evaluated financial reserves to properly accrue for potential future losses, our reserves would reflect management’s judgment of the probability and severity of losses and the value of the underlying collateral.
Although we have maintained and regularly evaluate financial reserves to properly accrue for potential future losses, our reserves would reflect management’s judgment of the probability and severity of losses and the value of the underlying collateral.
If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders. ​ There are limits on our ownership of TRSs and our transactions with a TRS may cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms. ​ Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRS.
If we cease to qualify as a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on our total return to our stockholders. ​ ​ 32 Table of Contents There are limits on our ownership of TRSs and our transactions with a TRS may cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms. ​ Overall, no more than 25% of the value of a REIT’s assets may consist of stock or securities of one or more TRS.
To help insure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock. ​ Our charter, with certain exceptions, requires our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT.
To help insure that we meet these tests, our charter restricts the acquisition and ownership of shares of our capital stock. ​ 33 Table of Contents Our charter, with certain exceptions, requires our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT.
Any weather conditions, man-made or natural disasters, terrorist attack or effect of climate change, whether or not insured, could have a material adverse effect 29 Table of Contents on our financial performance, liquidity and the market price of our common or preferred stock.
Any weather conditions, man-made or natural disasters, terrorist attack or effect of climate change, whether or not insured, could have a material adverse effect on our financial performance, liquidity and the market price of our common or preferred 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 TRS would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise bear.
In addition, there is a risk that one or more of our property insurers may not be able to fulfill their obligations with respect to claims payments due to a deterioration in its financial condition.
In addition, there is a risk 28 Table of Contents that one or more of our property insurers may not be able to fulfill their obligations with respect to claims payments due to a deterioration in its financial condition.
Any such liability may be imposed without regard to whether the Company’s management had knowledge, were notified or were otherwise aware of the origination of the environmental issues or were responsible for their occurrence.
Any such liability may be 27 Table of Contents imposed without regard to whether the Company’s management had knowledge, were notified or were otherwise aware of the origination of the environmental issues or were responsible for their occurrence.
In 2010, former President Obama signed into law the Dodd- Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which has changed the regulation of financial 38 Table of Contents institutions and the financial services industry.
In 2010, former President Obama signed into law the Dodd- Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), which has changed the regulation of financial institutions and the financial services industry.
We compete with REITs, public and private real estate focused companies, high wealth individual investors, and others. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do.
We compete with REITs, public and private real estate focused companies, high wealth individual investors, private equity investors, institutional investment funds, and others. Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we do.
Actions by these stockholders, including trading activity, could have a material adverse impact on the trading price of our stock. ● The Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings. ● Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service or pay our debt. ● Our operations and properties could be adversely affected in the event of natural disasters, pandemics, or other significant disruptions. 12 Table of Contents ● We may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows. ● 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 qualify 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. ● If we failed to distribute our Pre-REIT Conversion Earnings and Profits, we could fail to qualify as a REIT. ● 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. ● If we are not successful in utilizing the Section 1031 like-kind exchange structure in deploying the proceeds from dispositions of income properties, or our Section 1031 like-kind exchange transactions are disqualified, we could incur significant taxes and our results of operations and cash flows could be adversely impacted. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ​ RISK FACTORS Our business is subject to a number of significant risks.
Actions by these stockholders, including trading activity, could have a material adverse impact on the trading price of our stock. ● The Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings. ● Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service or pay our debt. ● Our operations and properties could be adversely affected in the event of natural disasters, pandemics, or other significant disruptions. ● We may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows. ● 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 qualify 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. ● If we failed to distribute our Pre-REIT Conversion Earnings and Profits, we could fail to qualify as a REIT. ● 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. 12 Table of Contents ● 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. ● If a transaction intended to qualify as a Section 1031 like-kind exchange is later determined to be taxable, or if we are unable to identify and complete the acquisition of suitable replacement property to effect a Section 1031 like-kind exchange, we may face adverse consequences. ● Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends. ​ RISK FACTORS Our business is subject to a number of significant risks.
We have originated and may in the future originate or acquire additional construction loans, the interest from which will be qualifying income for purposes of the REIT income tests, provided that the loan value of the real property securing the construction loan is equal to or greater than the highest outstanding principal amount of the construction loan during any taxable year.
We have originated and may in the future originate or acquire additional construction loans, the interest from which will be qualifying income for purposes of the 75% and 95% gross income tests applicable to REITs, provided that the loan value of the real property securing the construction loan is equal to or greater than the highest outstanding principal amount of the construction loan during any taxable year.
A multi-tenant property is particularly sensitive to the risk that a tenant that occupies a large area of a commercial retail property (commonly referred to as an anchor tenant) is unable to make their lease payments, does not extend their lease upon its expiration, or otherwise vacates their rented space.
A shopping center is particularly sensitive to the risk that a tenant that occupies a large area of the property (commonly referred to as an anchor tenant) is unable to make their lease payments, does not extend their lease upon its expiration, or otherwise vacates their rented space.
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.
The Company’s ability to meet or maintain compliance with these and other debt covenants may be dependent on the performance of the Company’s tenants under their leases.
The Company’s ability to meet or maintain compliance with these and other debt covenants may be dependent on the performance of the Company’s tenants under their leases or the performance of borrowers under the Company’s commercial loans and investments.
In addition, such development activities would likely reduce the available borrowing capacity on our Credit Facility which we use for the acquisition of income properties and other operating needs.
In addition, such development activities would likely reduce the available borrowing capacity on our Credit Facility which we use for the acquisition of income properties, origination or acquisition of commercial loans and investments, and other operating needs.
Therefore, the success of our investments in these properties is materially dependent upon the performance of our tenants. The financial performance of any one of our tenants is dependent on the tenant’s individual business, its industry and, in many instances, the performance of a larger business network that the tenant may be affiliated with or operate under.
The financial performance of any one of our tenants is dependent on the tenant’s individual business, its industry and, in many instances, the performance of a larger business network that the tenant may be affiliated with or operate under.
In the past few years, the costs of property insurance have increased significantly, and these increased costs have had an adverse effect on us. In addition, in some instances, property insurance may be unavailable altogether.
Property insurance costs may continue to increase, and in some cases insurance may not be available. In the past few years, the costs of property insurance have increased significantly, and these increased costs have had an adverse effect on us. In addition, in some instances, property insurance may be unavailable altogether.
Dividends payable 35 Table of Contents by REITs, however, generally are not eligible for the reduced rates on qualified dividend income.
Dividends payable by REITs, however, generally are not eligible for the reduced rates on qualified dividend income.
Even if the internalization price paid to us in connection with an internalization is substantial, we cannot assure you that any cash, shares of PINE’s common stock or OP Units received in connection with an internalization transaction will ultimately lead to returns equal to or greater than the revenues lost as a result of the internalization transaction.
Even if the internalization price paid to us in connection with an internalization is substantial, we cannot assure you that any consideration received by us in connection with an internalization transaction will ultimately lead to returns equal to or greater than the revenues lost as a result of the internalization transaction.
The financial performance of any one of our tenants could be adversely affected by poor management, unfavorable economic conditions in general, changes in consumer trends and preferences that decrease demand for a tenant’s products or services or other factors, including the impact of a global pandemic which affects the United States, over which neither they nor we have control.
The financial performance of any one of our tenants could be adversely affected by poor management, inflation, higher interest rates, supply chain issues (including those potentially caused by global trade uncertainty or tariffs), unfavorable economic conditions in general, changes in consumer trends and preferences that decrease demand for a tenant’s products or services or other factors, including the impact of a global pandemic which affects the United States, over which neither they nor we have control.
This would adversely affect our returns on our assets, and therefore adversely impact our financial condition, our results of operations, and cash flows, and could require us to liquidate certain or all of these assets. ​ Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service or pay our debt. ​ Our ability to make scheduled payments of the principal of, to pay interest on, to pay any cash due upon conversion of, or to refinance our indebtedness, including the Company’s $51.0 million aggregate principal amount of 3.875% Convertible Senior Notes due 2025 (the “2025 Notes”), depends on our future operating and financial performance, which is subject to economic, financial, competitive and other factors beyond our control.
This would adversely affect our returns on our assets, and therefore adversely impact our financial condition, our results of operations, and cash flows, and could require us to liquidate certain or all of these assets. ​ Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service or pay our debt. ​ Our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness, depends on our future operating and financial performance, which is subject to economic, financial, competitive and other factors beyond our control.
Any of these occurrences could adversely affect the Company’s business, financial condition, results of operations, and cash flows. ​ An increase in our borrowing costs would adversely affect our financial condition and results of operations. ​ While we have no short-term maturities in our long-term debt, should we seek to incur additional debt to help finance our acquisitions, increased interest rates would reduce the difference, or spread, that we may earn between the yield on the investments we make and the cost of the leverage we employ to finance such investments.
Any of these occurrences could adversely affect the Company’s business, financial condition, results of operations, and cash flows. ​ An increase in our borrowing costs would adversely affect our financial condition and results of operations. ​ Increased interest rates would reduce the difference, or spread, that we may earn between the yield on the investments we make and the cost of the leverage we employ to finance such investments.
Any such modifications or conditions could be unfavorable to us as the property owner and could decrease rents or expense recoveries. Additionally, should an anchor tenant vacate their leased space customer traffic to the property may be decreased, which could lead to decreased sales at other stores thus adversely impacting the tenant’s operations and impacting their ability to pay rent.
Additionally, should an anchor tenant vacate their leased space, customer traffic to the property may be decreased, which could lead to decreased sales at other stores thus adversely impacting the tenant’s operations and impacting their ability to pay rent to us.
If an uninsured loss occurs or a loss exceeds policy limits, the Company could lose both its invested capital and anticipated revenues from the property, thereby reducing the Company’s cash flow, impairing the value of the impacted income properties and adversely impacting the Company’s financial condition and results of operations. 36 Table of Contents ​ Property insurance costs may continue to increase, and in some cases insurance may not be available.
If an uninsured loss occurs or a loss exceeds policy limits, the Company could lose both its invested capital and anticipated revenues from the property, thereby reducing the Company’s cash flow, impairing the value of the impacted income properties and adversely impacting the Company’s financial condition and results of operations.
Any significant compression of the spreads between income-producing assets and management fee income streams and interest-bearing liabilities could have a material adverse effect on us.
Any significant compression of the spreads between income-producing assets and management fee income streams and interest-bearing liabilities could have a material adverse effect on us. While interest rates remain low relative to certain historical rates, rates have recently risen.
Adverse incidents with respect to ESG activities could impact the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new legislative or regulatory initiatives related to ESG could adversely affect our business. 42 Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENT S None. ​
Adverse incidents with respect to ESG activities could impact the cost of our operations and relationships with investors, all of which could adversely affect our business and results of operations. Additionally, new legislative or regulatory initiatives related to ESG could adversely affect our business. 40 Table of Contents Evolving investor-related sentiment related to ESG issues could adversely affect our business.
These various development activities, particularly the development of new income properties, is subject to a number of risks, including risks associated with construction work and risks of cost overruns due to construction delays or other factors that may increase the expected costs of a project.
These various development activities, particularly the development of new income properties, is subject to a number of risks, including risks associated with construction work and risks of cost overruns due to construction delays, inflation, higher interest rates, supply chain issues (including those potentially caused by global trade uncertainty or tariffs), or other factors that may increase the expected costs of a project.
Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance. Political leaders in the U.S. and certain foreign countries have recently been elected on protectionist platforms, fueling doubts about the future of global free trade.
A lack of demand for rental space could adversely affect our ability to maintain our current tenants and gain new tenants, which may affect our growth, profitability and ability to pay dividends. ​ Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance. ​ Political leaders in the U.S. and certain foreign countries have recently been elected on protectionist platforms, fueling doubts about the future of global free trade.
Increases in consumer spending through e-commerce channels may significantly affect our retail tenants’ ability to generate sales in their stores and could affect the way future tenants lease space. In addition, some of our retail tenants face competition from the expanding market for digital content and hardware.
Increases in consumer spending through e-commerce channels may significantly affect our retail tenants’ ability to generate sales in their stores and could affect the way future tenants lease space. In addition, new and enhanced technologies, including new digital technologies, new web services technologies and artificial intelligence, may increase competition for certain of our retail tenants.
Interest rate collars limit our exposure to rising interest rates while also limiting our benefit from declining interest rates. ​ Our use of derivative instruments also involves the risk that a counterparty to a hedging arrangement could default on its obligation and the risk that we may have to pay certain costs, such as transaction fees or breakage costs, if a hedging arrangement is terminated by us.
Interest rate collars limit our exposure to rising interest rates while also limiting our benefit from declining interest rates. ​ Our use of derivative instruments also involves the risk that a counterparty to a hedging arrangement could default on its obligation and the risk that we may have to pay certain costs, such as transaction fees or breakage costs, if a hedging arrangement is terminated by us. ​ Developing an effective strategy for dealing with alterations in interest rates is complex and any strategy aimed at managing exposures to changing interest rates would likely not be able to completely insulate us from risks associated with such fluctuations.
While we have identified those accounting policies that are considered critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could have a material adverse effect on our financial performance and results of operations and actual results may differ materially from our estimates.
While we have identified those accounting policies that are considered critical and have procedures in place to facilitate the associated judgments, different assumptions in the application of these policies could have a material adverse effect on our financial performance and results of operations and actual results may differ materially from our estimates. 35 Table of Contents Changes in accounting rules will affect our financial reporting. ​ From time to time, the FASB and the SEC, who create and interpret appropriate accounting standards, may change the financial accounting and reporting standards or their interpretation and application of these standards that govern the preparation of our financial statements.
We compete with many other investment groups including other REITs, public and private investment funds, life insurance companies, commercial and investment banks and commercial finance companies, including some of the third parties with which we expect to have relationships. In most instances, the competition has greater financial capacity, are larger organizations and has a greater operating presence in the market.
We compete with many other investment groups including other REITs, public and private investment funds, life insurance companies, commercial and investment banks and commercial finance companies, including some of the third parties with which we have, or expect to have, relationships.
The 2025 Notes Adjustment was made on January 1, 2022, and is reflected in the accompanying consolidated statements of stockholders’ equity. ​ Risks Associated with Certain Events, Environmental Issues and, Climate Change Our operations and properties could be adversely affected in the event of natural disasters, pandemics, or other significant disruptions. ​ Our corporate headquarters and many of our properties are located in Florida, where major hurricanes have occurred.
In addition, these defaults could impair the Company’s access to the debt and equity markets. ​ Risks Associated with Certain Events, Environmental Issues, and Climate Change Our operations and properties could be adversely affected in the event of natural disasters, pandemics, or other significant disruptions. ​ Our corporate headquarters and many of our properties are located in Florida, where major hurricanes have occurred.
In such a case, we could also possibly be subject to the 100% prohibited transactions tax applicable to REITs. ​ If the provisions of Section 1031 were altered substantially or eliminated, our financial position, results of operations and cash flows could be adversely impacted. ​ A fundamental element of our strategy is investing in income-producing properties, in some instances utilizing the proceeds obtained from the disposition of our income properties in tax deferred like-kind exchanges.
Moreover, it is possible that legislation could be enacted that could modify or repeal the laws with respect to Section 1031 exchanges, which could make it more difficult or not possible for us to dispose of properties on a tax-deferred basis. ​ If the provisions of Section 1031 were altered substantially or eliminated, our financial position, results of operations and cash flows could be adversely impacted. ​ A fundamental element of our strategy is investing in income-producing properties, in some instances utilizing the proceeds obtained from the disposition of our income properties in tax deferred like-kind exchanges.
We may also need to change our accounting systems and processes to enable us to comply with the new standards, which may be costly. ​ 37 Table of Contents For additional information regarding new accounting standards, refer to Note 2, “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements in Item 8. under the heading "Recently Issued Accounting Standards.” Actions of the U.S. government, including the U.S.
In some cases, we could be required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. ​ For additional information regarding new accounting standards, refer to Note 2, “Summary of Significant Accounting Policies” in the notes to the consolidated financial statements in Item 8. under the heading "Recently Issued Accounting Standards.” Actions of the U.S. government, including the U.S.
Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products. Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance.
Some foreign governments, including China, have instituted retaliatory tariffs on certain U.S. goods and have indicated a willingness to impose additional tariffs on U.S. products.
If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax. ​ Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities. ​ The REIT provisions of the Code may limit our ability to hedge our liabilities.
These actions could have the effect of reducing our income and amounts available for distribution to our stockholders. ​ Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities. ​ The REIT provisions of the Code may limit our ability to hedge our liabilities.
Removed
A lack of demand for rental space could adversely affect our ability to maintain our current tenants and gain new tenants, which may affect our growth, profitability and ability to pay dividends. ​ Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. ​ Each of our income properties is occupied by a single tenant or multiple tenants.
Added
Global trade disruption, significant introductions of trade barriers and bilateral trade frictions, together with any future downturns in the global economy resulting therefrom, could adversely affect our performance. ​ Our business is dependent upon our tenants successfully operating their businesses, and their failure to do so could materially and adversely affect us. ​ The success of our investments in our income properties is materially dependent upon the performance of our tenants.
Removed
New and enhanced technologies, including new digital technologies, new web services technologies and artificial intelligence, may increase competition for certain of our retail tenants.
Added
Any such modifications or conditions could be unfavorable to us as the property owner and could decrease rents or expense recoveries.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeITEM 1C. CYBERSECURIT Y The Board recognizes the critical importance of maintaining the trust and confidence of our tenants and business partners. The Board plays an active role in overseeing management of our risks, and cybersecurity represents an important component of the Company’s overall approach to risk management and oversight.
Biggest changeITEM 1C. CYBERSECURIT Y The Board recognizes the critical importance of maintaining the trust and confidence of our tenants, borrowers and business partners. The Board plays an active role in overseeing management of our risks, and cybersecurity represents an important component of the Company’s overall approach to risk management and oversight.
The results of such assessments, audits and reviews are reported to the Audit Committee and the Board, and we will adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. ​ ​ 43 Table of Contents Governance ​ The Board, in coordination with the Audit Committee, oversees the Company’s cybersecurity risk management process.
The results of such assessments, audits and reviews are reported to the Audit Committee and the Board, and we will adjust our cybersecurity policies, standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews. ​ ​ 42 Table of Contents Governance ​ The Board, in coordination with the Audit Committee, oversees the Company’s cybersecurity risk management process.

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. As of December 31, 2024, the Company owns the following assets: (i) 6 properties occupied by single-tenants located in Florida and New Mexico and (ii) 17 multi-tenanted retail properties located in Arizona, Florida, Georgia, North Carolina, Texas, and Virginia.
Biggest changeITEM 2. PROPERTIES Our principal offices are located at 369 N. New York Avenue, Suite 201, Winter Park, Florida 32789. As of December 31, 2025, the Company owns the following assets: (i) 2 properties occupied by single-tenants located in Florida and (ii) 19 multi-tenanted properties located in Arizona, Florida, Georgia, North Carolina, Texas, Virginia and New Mexico.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDING S From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of its business. While the outcome of the legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect on our financial condition or results of operations.
Biggest changeITEM 3. LEGAL PROCEEDING S From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of its business.
See Note 22, “Commitments and Contingencies” in the notes to the consolidated financial statements in Item 8 for additional disclosure related to the Company’s legal proceedings. ITEM 4. MINE SAFETY DISCLOSURE S Not applicable. 44 Table of Contents PART I I
See Note 22, “Commitments and Contingencies” in the notes to the consolidated financial statements in Item 8 for additional disclosure related to the Company’s legal proceedings. ITEM 4. MINE SAFETY DISCLOSURE S Not applicable. 43 Table of Contents PART I I
Added
While the outcome of legal proceedings cannot be predicted with certainty, the Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Company’s business or financial condition.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeRecent Sales of Unregistered Securities ​ There were no unregistered sales of equity securities during the year ended December 31, 2024 which were not previously reported. ​ Issuer Purchases of Equity Securities ​ None. ​ 45 Table of Contents STOCK PERFORMANCE GRAPH COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN* Among CTO Realty Growth, Inc., the Russell 2000 Index, the FTSE Nareit Equity REITs Index, the NYSE Composite Index, and the 2024 Peer Group The following performance graph shows a comparison of cumulative total stockholder return from a $100 investment in stock of the Company over the five-year period ending December 31, 2024, with the cumulative stockholder return of the following: (i) the Russell 2000 Index; (ii) the NYSE Composite Index; (iii) the FTSE Nareit Equity REITs Index, a real estate industry index provided by Research Data Group; and (iv) an index of selected issuers in our Peer Group (composed of Armada Hoffler Properties, Inc., Chatham Lodging Trust, City Office REIT Inc., Community Healthcare Trust, Inc., Four Corners Property Trust, Inc., Getty Realty Corp., NETSTREIT Corp., One Liberty Properties Inc., Plymouth Industrial REIT Inc., and Whitestone REIT (the “2024 Peer Group”). ​ ​ ​ ​ ​ ​ ​ ​ 46 Table of Contents ​ ​ ITEM 6. [Reserved] ​
Biggest changeThe repurchase program does not have an expiration date. 44 Table of Contents STOCK PERFORMANCE GRAPH COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN* Among CTO Realty Growth, Inc., the Russell 2000 Index, the FTSE Nareit Equity REITs Index, the NYSE Composite Index, and the 2025 and 2024 Peer Group The following performance graph shows a comparison of cumulative total stockholder return from a $100 investment in stock of the Company over the five-year period ending December 31, 2025, with the cumulative stockholder return of the following: (i) the Russell 2000 Index; (ii) the NYSE Composite Index; (iii) the FTSE Nareit Equity REITs Index, a real estate industry index provided by Research Data Group; (iv) an index of selected issuers in our Peer Group (composed of Alexander & Baldwin, Inc., Armada Hoffler Properties, Inc., Chatham Lodging Trust, Community Healthcare Trust, Inc., Four Corners Property Trust, Inc., Frontview Reit, Inc., Getty Realty Corp., Inventrust Properties Corp, NETSTREIT Corp., Plymouth Industrial REIT, Inc., Seaport Entertainment Group, Inc., Urban Edge Properties, and Whitestone REIT (the “2025 Peer Group”), and (v) an index of selected issuers in our Peer Group (composed of Armada Hoffler Properties, Inc., Chatham Lodging Trust, City Office REIT Inc., Community Healthcare Trust, Inc., Four Corners Property Trust, Inc., Getty Realty Corp., NETSTREIT Corp., One Liberty Properties Inc., Plymouth Industrial REIT Inc., and Whitestone REIT (the “2024 Peer Group”). ​ ​ 45 Table of Contents ​ ​ ITEM 6. [Reserved] ​
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUIT Y, RELATED STOCKHOLDER MATTERS, AND ISSUER REPURCHASES OF EQUITY SECURITIES COMMON STOCK PRICES AND DIVIDENDS The Company’s common stock trades on the NYSE under the symbol “CTO”. Aggregate annual dividends per common share, which were paid quarterly, totaled $1.52 during each of the years ended December 31, 2024 and 2023.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUIT Y, RELATED STOCKHOLDER MATTERS, AND ISSUER REPURCHASES OF EQUITY SECURITIES COMMON STOCK PRICES AND DIVIDENDS The Company’s common stock trades on the NYSE under the symbol “CTO”. Aggregate annual dividends per common share, which were paid quarterly, totaled $1.52 during each of the years ended December 31, 2025 and 2024.
The number of stockholders of record as of February 13, 2025 (without regard to shares held in nominee or street name) was 497. Many of the Company’s shares of common stock are held by brokers and institutions on behalf of stockholders; consequently, the Company is unable to estimate the total number of stockholders represented by these record holders.
The number of stockholders of record as of February 10, 2026 (without regard to shares held in nominee or street name) was 500. Many of the Company’s shares of common stock are held by brokers and institutions on behalf of stockholders; consequently, the Company is unable to estimate the total number of stockholders represented by these record holders.
Added
Recent Sales of Unregistered Securities ​ There were no unregistered sales of equity securities during the year ended December 31, 2025 which were not previously reported. ​ Issuer Purchases of Equity Securities ​ The following repurchases of shares of the Company’s common stock were made during the three months ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Number of Shares Purchased ​ ​ ​ Average Price Paid per Share ​ ​ ​ Total Number of Shares Purchased as a Part of Publicly Announced Plans or Programs (1) ​ ​ ​ Maximum Number (or Approximate Dollar Value) of Shares That May yet be Purchased Under the Plans or Programs ($000's) (1) 10/1/2025 - 10/31/2025 ​ 307,563 ​ $ 16.26 ​ 307,563 ​ $ 5,000 11/1/2025 - 11/30/2025 ​ — ​ $ — ​ — ​ $ 5,000 12/1/2025 - 12/31/2025 ​ — ​ $ — ​ — ​ $ 5,000 Total ​ 307,563 ​ $ 16.26 ​ 307,563 ​ ​ ​ ​ ​ (1) On September 24, 2025, the Company’s Board of Directors approved a $10.0 million common stock repurchase program.

Item 7. Management's Discussion & Analysis

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

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Biggest change(2) A total of 3.6 million shares, 3.3 million shares, and 3.1 million shares, representing the dilutive impact of the 2025 Notes, upon adoption of ASU 2020-06 effective January 1, 2022, were not included in the computation of diluted net income (loss) attributable to common stockholders for the years ended December 31, 2024, 2023 or 2022, respectively, because they were antidilutive to the net income (loss) attributable to common stockholders in each respective period. ​ 50 Table of Contents Other Data (in thousands except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 FFO Attributable to Common Stockholders ​ $ 48,129 ​ $ 37,480 ​ $ 30,051 FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.89 ​ $ 1.66 ​ $ 1.62 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Core FFO Attributable to Common Stockholders ​ $ 47,875 ​ $ 39,783 ​ $ 32,212 Core FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.88 ​ $ 1.77 ​ $ 1.74 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO Attributable to Common Stockholders ​ $ 50,773 ​ $ 43,073 ​ $ 33,925 AFFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 2.00 ​ $ 1.91 ​ $ 1.83 (1) The weighted average shares used to compute per share amounts for FFO Attributable to Common Stockholders per Common Share – Diluted, Core FFO Attributable to Common Stockholders per Common Share - Diluted, and AFFO Attributable to Common Stockholders per Common Share - Diluted do not reflect any dilution related to the ultimate settlement of the 2025 Convertible Senior Notes. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2024 AND 2023 ​ Revenue ​ Total revenue for the year ended December 31, 2024 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Income Properties ​ $ 110,591 ​ $ 96,663 ​ $ 13,928 ​ 14.4% Management Services ​ ​ 4,590 ​ ​ 4,388 ​ ​ 202 ​ 4.6% Commercial Loans and Investments ​ ​ 7,357 ​ ​ 4,084 ​ ​ 3,273 ​ 80.1% Real Estate Operations ​ ​ 1,981 ​ ​ 3,984 ​ ​ (2,003) ​ (50.3)% Total Revenue ​ $ 124,519 ​ $ 109,119 ​ $ 15,400 ​ 14.1% ​ Total revenue for the year ended December 31, 2024 increased to $124.5 million, compared to $109.1 million during the year ended December 31, 2023.
Biggest changeThe weighted average shares used to compute per share amounts for FFO Attributable to Common Stockholders per Common Share – Diluted, Core FFO Attributable to Common Stockholders per Common Share - Diluted, and AFFO Attributable to Common Stockholders per Common Share - Diluted do not reflect any assumed dilution related to the ultimate settlement of the 2025 Notes other than the 1,089,555 shares of the Company's common stock actually issued. ​ COMPARISON OF THE YEARS ENDED DECEMBER 31, 2025 AND 2024 ​ Revenue ​ Total revenue for the year ended December 31, 2025 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2025 ​ December 31, 2024 ​ $ Variance ​ % Variance Income Properties ​ $ 132,156 ​ $ 110,591 ​ $ 21,565 ​ 19.5% Management Services ​ ​ 4,849 ​ ​ 4,590 ​ ​ 259 ​ 5.6% Commercial Loans and Investments ​ ​ 12,540 ​ ​ 7,357 ​ ​ 5,183 ​ 70.4% Real Estate Operations ​ ​ — ​ ​ 1,981 ​ ​ (1,981) ​ (100.0)% Total Revenue ​ $ 149,545 ​ $ 124,519 ​ $ 25,026 ​ 20.1% ​ Total revenue for the year ended December 31, 2025 increased to $149.5 million, compared to $124.5 million during the year ended December 31, 2024.
We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through Section 1031 like-kind exchanges, and borrowings on our Credit Facility, if available and additional financing sources. We expect dispositions of income properties will qualify under the like-kind exchange deferred-tax structure, and additional financing sources. Dispositions.
We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through Section 1031 like-kind exchanges, and borrowings on our Credit Facility, if available and additional financing sources. We expect dispositions of income properties will qualify under the like-kind exchange deferred-tax structure. Dispositions.
Additionally, during the year ended December 31, 2024, the Company recorded an out-of-period adjustment totaling $10.1 million consisting of (i) $4.5 million associated with the acceleration of amortization for lease intangibles related to certain lease terminations that occurred prior to January 1, 2024 and (ii) $5.6 million associated with calculating amortization based on the remaining useful life of each lease on an individual basis as opposed to a property-level weighted average remaining useful lease life.
During the year ended December 31, 2024, the Company recorded an out-of-period adjustment totaling $10.1 million consisting of (i) $4.5 million associated with the acceleration of amortization for lease intangibles related to certain lease terminations that occurred prior to January 1, 2024 and (ii) $5.6 million associated with calculating amortization based on the remaining useful life of each lease on an individual basis as opposed to a property-level weighted average remaining useful lease life.
During the year ended December 31, 2023, the Company sold nine income properties, including (i) an outparcel of the multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, (ii) four outparcels of the multi-tenant property known as Crossroads Towne Center, located in Chandler, Arizona, for an aggregate sale price of $11.5 million, (iii) a single tenant office property located in Reston, Virginia leased to General Dynamics for $18.5 million, (iv) a multi-tenant property known as Westcliff, located in Fort Worth, Texas, for $14.8 million, (v) a multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $18.2 million, (vi) a single tenant office property known as Sabal Pavilion located in Tampa, Florida for $22.0 million.
During the year ended December 31, 2023, the Company sold nine income properties, including (i) an outparcel of the shopping center known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, (ii) four outparcels of the shopping center known as Crossroads Towne Center, located in Chandler, Arizona, for an aggregate sale price of $11.5 million, (iii) a single tenant office property located in Reston, Virginia leased to General Dynamics for $18.5 million, (iv) a shopping center known as Westcliff, located in Fort Worth, Texas, for $14.8 million, (v) a shopping center known as Eastern Commons, located in Henderson, Nevada, for $18.2 million, (vi) a single tenant office property known as Sabal Pavilion located in Tampa, Florida for $22.0 million.
Accordingly, as of March 31, 2023, no shares of the Company’s common stock remained available for repurchase under the February 2023 $5.0 Million Common Stock Repurchase Program. ​ On April 25, 2023, the Board approved a common stock repurchase program (the “April 2023 $5.0 Million Common Stock Repurchase Program”).
Accordingly, as of March 31, 2023, no shares of the Company’s common stock remained available for repurchase under the February 2023 $5.0 Million Common Stock Repurchase Program. ​ On April 25, 2023, the Company’s Board of Directors approved a common stock repurchase program, ( the “April 2023 $5.0 Million Common Stock Repurchase Program”).
While interest expense was relatively flat, there was an increase of $2.2 million in interest expense on our term loans, primarily due to the 2029 Term Loan entered into on Septeember 30, 2024, with a corresponding $2.2 million decrease in interest expense on our Credit Facility. ​ Net Income (Loss) ​ Net income (loss) attributable to the Company totaled $(2.0) million and $5.5 million during the years ended December 31, 2024 and 2023, respectively.
While interest expense was relatively flat, there was an increase of $2.2 million in interest expense on our term loans, primarily due to the 2029 Term Loan entered into on September 30, 2024, with a corresponding $2.2 million decrease in interest expense on our Credit Facility. ​ Net Income ​ Net income (loss) attributable to the Company totaled $(2.0) million and $5.5 million during the years ended December 31, 2024 and 2023, respectively.
In addition to our income property portfolio, as of December 31, 2024, our business included the following: Management Services: A fee-based management business that is engaged in managing PINE, as well as: (i) a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined) and (ii) Subsurface Interests (hereinafter defined) pursuant to the Subsurface Management Agreement (hereinafter defined), as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
In addition to our income property portfolio, as of December 31, 2025, our business included the following: Management Services: A fee-based management business that is engaged in managing PINE, as well as: (i) a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined) and (ii) Subsurface Interests (hereinafter defined) pursuant to the Subsurface Management Agreement (hereinafter defined), as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.
Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations. ​ 47 Table of Contents The Company operates in four primary business segments: income properties, management services, commercial loans and investments, and real estate operations. ​ REIT Conversion and Merger As of December 31, 2020, the Company had completed certain internal reorganization transactions necessary to begin operating in compliance with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2020.
Any dividends 46 Table of Contents received from PINE are included in investment and other income on the accompanying consolidated statements of operations. ​ The Company operates in four primary business segments: income properties, management services, commercial loans and investments, and real estate operations. ​ REIT Conversion and Merger As of December 31, 2020, the Company had completed certain internal reorganization transactions necessary to begin operating in compliance with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2020.
The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Convertible Senior Notes, if the effect is dilutive.
The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Notes, if the effect is dilutive.
These increases were offset by a $2.0 million decrease in real estate operations which is primarily due the completion of the sales of all remaining Subsurface Interests and mitigation credits during the year ended December 31, 2024.
These increases were partially offset by a $2.0 million decrease in real estate operations which is primarily due to the completion of the sales of all remaining Subsurface Interests and mitigation credits during the year ended December 31, 2024.
Management’s focus is to continue our strategy to diversify our portfolio by redeploying proceeds from like-kind exchange transactions and utilizing our Credit Facility to increase our portfolio of income-producing properties, providing stabilized cash flows with strong risk-adjusted returns primarily in larger metropolitan areas and growth markets. 58 Table of Contents CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates include those estimates made in accordance with U.S.
Management’s focus is to continue our strategy to diversify our portfolio by redeploying proceeds from like-kind exchange transactions and utilizing our Credit Facility to increase our portfolio of income-producing properties, providing stabilized cash flows with strong risk-adjusted returns primarily in larger metropolitan areas and growth markets. CRITICAL ACCOUNTING ESTIMATES Critical accounting estimates include those estimates made in accordance with U.S.
The liabilities were previously included in Accrued and Other Liabilities on the Company’s consolidated balance sheets. ​ Interest Expense Interest expense totaled $22.5 million and $22.4 million for the years ended December 31, 2024 and 2023, respectively.
The liabilities were previously included in Accrued and Other Liabilities on the Company’s consolidated balance sheets. ​ Interest Expense I nterest expense totaled $22.5 million and $22.4 million for the years ended December 31, 2024 and 2023, respectively.
During the year ended 57 Table of Contents December 31, 2023, prior to March 31, 2023, the Company repurchased 303,354 shares of its common stock on the open market for a total cost of $5.0 million, or an average price per share of $16.48, pursuant to the February 2023 $5.0 Million Common Stock Repurchase Program.
During the year ended December 31, 2023, prior to March 31, 2023, the Company repurchased 303,354 shares of its common stock on the open market for a total cost of $5.0 million, or an average price per share of $16.48, pursuant to the February 2023 $5.0 Million Common Stock Repurchase Program.
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, $216.5 million of availability remaining under our $250.0 million “at-the-market” equity offering program, and $213.0 million of undrawn commitments available on the existing $300.0 million Credit Facility as of December 31, 2024.
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, $216.5 million of availability remaining under our $250.0 million “at-the-market” equity offering program, and $149.0 million of undrawn commitments available on the existing $300.0 million Credit Facility as of December 31, 2025.
The Company did not purchase any shares of its Series A Preferred Stock under the Series A Preferred Stock Repurchase Program during the year ended December 31, 2024. Our Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders.
The Company did not purchase any shares of its Series A Preferred Stock under the Series A Preferred Stock Repurchase Program during the years ended December 31, 2025 and 2024. Our Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders.
FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other companies. ​ 49 Table of Contents Reconciliation of Non-U.S.
FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other companies. ​ 48 Table of Contents Reconciliation of Non-U.S.
The remaining Subsurface Interests were sold during the first half of 2024 and all remaining mitigation credits were sold as of December 31, 2024; therefore, the Company expects no further revenue and operating income from real estate operations. ​ General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2024 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses (in thousands) ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Recurring General and Administrative Expenses ​ $ 12,632 ​ $ 10,576 ​ $ 2,056 ​ 19.4% Non-Cash Stock Compensation ​ ​ 3,637 ​ ​ 3,673 ​ ​ (36) ​ (1.0)% Total General and Administrative Expenses ​ $ 16,269 ​ $ 14,249 ​ $ 2,020 ​ 14.2% ​ The increase in total general and administrative expenses was generated primarily from overall higher employee count as a result of the significant growth in our portfolio of multi-tenant retail assets and an increase in executive incentive compensation related to growth in earnings. ​ Gains (Losses) on Disposition of Assets and Provision for Impairment ​ Gain on Disposition of Assets – 2024 Dispositions.
The remaining Subsurface Interests were sold during the first half of 2024 and all remaining mitigation credits were sold as of December 31, 2024; therefore, the Company expects no further revenue or operating income from real estate operations. 53 Table of Contents General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2024 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses (in thousands) ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance General and Administrative Expenses ​ $ 12,632 ​ $ 10,576 ​ $ 2,056 ​ 19.4% Non-Cash Stock Compensation ​ ​ 3,637 ​ ​ 3,673 ​ ​ (36) ​ (1.0)% Total General and Administrative Expenses ​ $ 16,269 ​ $ 14,249 ​ $ 2,020 ​ 14.2% ​ The increase in total general and administrative expenses was generated primarily from overall higher employee count as a result of the significant growth in our portfolio of shopping center assets and an increase in executive incentive compensation related to growth in earnings. ​ Gains (Losses) on Disposition of Assets and Provision for Impairment ​ Gain on Disposition of Assets – 2024 Dispositions.
Shares may be purchased under the Series A Preferred Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act.
Shares may be purchased under the Series A Preferred Stock Repurchase Program in open market transactions, including through block purchases, through privately 57 Table of Contents negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act.
The sales consisted of (i) one mixed use income property in downtown Santa Fe, New Mexico for $20.0 million, resulting in a gain of $4.6 million, and (ii) one multi-tenant income property located in West Jordan, Utah for $18.0 million resulting in a loss on sale of $0.8 million.
The sales consisted of (i) one mixed use income property in downtown Santa Fe, New Mexico for $20.0 million, resulting in a gain of $4.6 million, and (ii) one shopping center located in West Jordan, Utah for $18.0 million resulting in a loss on sale of $0.8 million.
We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. As of December 31, 2024, we own and manage, sometimes utilizing third-party property management companies, 23 commercial real estate properties in 7 states in the United States, comprising 4.7 million square feet of gross leasable space.
We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity. As of December 31, 2025, we own and manage, sometimes utilizing third-party property management companies, 21 commercial real estate properties in 7 states in the United States, comprising 5.5 million square feet of gross leasable space.
Pursuant to the December 2023 $5.0 Million Common Stock Repurchase Program, the Company may repurchase shares of its common stock for a total purchase price of up to $5.0 million.
Pursuant to the December 2023 $5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to $5.0 million.
Shares may be purchased under the December 2023 $5.0 Million Common Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Shares may be purchased under the September 2025 $10.0 Million Common Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As of December 31, 2024, the fair value of our investment totaled $39.7 million, or 14.8% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election.
As of December 31, 2025, the fair value of our investment totaled $41.3 million, or 15.4% of PINE’s outstanding common equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election.
The sale of the Westcliff Property closed on October 12, 2023. ​ During the year ended December 31, 2023, the Company recorded a $0.6 million impairment charge representing the provision for credit losses related to our commercial loans and investments ​ Depreciation and Amortization ​ Depreciation and amortization totaled $44.2 million and $28.9 million during the years ended December 31, 2023 and 2022, respectively.
The sale of the Westcliff Property closed on October 12, 2023. ​ The Company recorded a $0.7 million and $0.6 million impairment charge representing the provision for credit losses related to our commercial loans and investments during the years ended December 31, 2024 and 2023, respectively. ​ Depreciation and Amortization ​ Depreciation and amortization totaled $65.1 million and $44.2 million during the years ended December 31, 2024 and 2023, respectively.
The December 2023 $5.0 Million Common Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended.
The September 2025 $10.0 Million Common Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended.
Additional data for fiscal years 2024, 2023, and 2022 is included elsewhere in this report. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Years Ended ​ 2024 2023 2022 2021 2020 Total Revenues ​ $ 124,519 ​ $ 109,119 ​ $ 82,320 ​ $ 70,272 ​ $ 56,381 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ $ 17,611 ​ $ 26,506 ​ $ 10,667 ​ $ 23,345 ​ $ 12,280 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) Attributable to the Company ​ $ (1,965) ​ $ 5,530 ​ $ 3,158 ​ $ 29,940 ​ $ 78,509 Distributions to Preferred Stockholders ​ ​ (6,814) ​ ​ (4,772) ​ ​ (4,781) ​ ​ (2,325) ​ ​ — Net Income (Loss) Attributable to Common Stockholders ​ $ (8,779) ​ $ 758 ​ $ (1,623) ​ $ 27,615 ​ $ 78,509 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Share Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) From Continuing Operations Attributable to Common Stockholders ​ $ (0.35) ​ $ 0.03 ​ $ (0.09) ​ $ 1.56 ​ $ 5.56 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 ​ $ 0.77 ​ $ — Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.52 ​ $ 1.49 ​ $ 1.33 ​ $ 4.63 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Summary of Financial Position: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate—Net ​ $ 901,338 ​ $ 734,463 ​ $ 734,721 ​ $ 494,695 ​ $ 442,384 Total Assets ​ $ 1,181,644 ​ $ 989,668 ​ $ 986,545 ​ $ 733,139 ​ $ 666,700 Stockholders’ Equity ​ $ 612,798 ​ $ 457,526 ​ $ 504,770 ​ $ 430,480 ​ $ 350,899 Long-Term Debt ​ $ 518,993 ​ $ 495,370 ​ $ 445,583 ​ $ 278,273 ​ $ 273,830 ​ ​ 48 Table of Contents Non-U.S.
Additional data for fiscal years 2025, 2024, and 2023 is included elsewhere in this report. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fiscal Years Ended ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ 2022 ​ ​ ​ 2021 Total Revenues ​ $ 149,545 ​ $ 124,519 ​ $ 109,119 ​ $ 82,320 ​ $ 70,272 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating Income ​ $ 34,015 ​ $ 17,611 ​ $ 26,506 ​ $ 10,667 ​ $ 23,345 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) Attributable to the Company ​ $ 10,092 ​ $ (1,965) ​ $ 5,530 ​ $ 3,158 ​ $ 29,940 Distributions to Preferred Stockholders ​ ​ (7,512) ​ ​ (6,814) ​ ​ (4,772) ​ ​ (4,781) ​ ​ (2,325) Net Income (Loss) Attributable to Common Stockholders ​ $ 2,580 ​ $ (8,779) ​ $ 758 ​ $ (1,623) ​ $ 27,615 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Per Share Information: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic and Diluted: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net Income (Loss) Attributable to Common Stockholders ​ $ 0.08 ​ $ (0.35) ​ $ 0.03 ​ $ (0.09) ​ $ 1.56 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 ​ $ 0.77 Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.52 ​ $ 1.52 ​ $ 1.49 ​ $ 1.33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Summary of Financial Position: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Real Estate—Net ​ $ 953,129 ​ $ 901,338 ​ $ 734,463 ​ $ 734,721 ​ $ 494,695 Total Assets ​ $ 1,263,902 ​ $ 1,181,644 ​ $ 989,668 ​ $ 986,545 ​ $ 733,139 Stockholders’ Equity ​ $ 567,346 ​ $ 612,798 ​ $ 457,526 ​ $ 504,770 ​ $ 430,480 Long-Term Debt ​ $ 616,345 ​ $ 518,993 ​ $ 495,370 ​ $ 445,583 ​ $ 278,273 ​ ​ 47 Table of Contents Non-U.S.
During the year ended December 31, 2024, the Company sold its portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”), as further described in Note 6, “Real Estate Operations”.
These credits were produced by the Company’s formerly owned mitigation bank. During the year ended December 31, 2024, the Company sold its portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”), as further described in Note 6, “Real Estate Operations”.
To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items, as well as adding back the interest related to the 2025 Convertible Senior Notes, if the effect is dilutive.
GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items, as well as adding back the interest related to the 2025 Notes, if the effect is dilutive.
The direct costs of revenues for our income property operations totaled $31.8 million and $28.5 million for the years ended December 31, 2024 and 2023, respectively.
The direct costs of revenues for our income property operations totaled $37.9 million and $31.8 million for the years ended December 31, 2025 and 2024, respectively.
During the year ended December 31, 2024, the Company sold two properties for an aggregate sales price of $38.0 million. The sales of the properties generated aggregate gains of $3.8 million. ​ Contractual Obligations. The Company has committed to fund the following capital improvements.
During the year ended December 31, 2025, the Company sold four properties for an aggregate sales price of $85.1 million. The sales of the properties generated aggregate gains of $21.0 million. ​ Contractual Obligations. The Company has committed to fund the following capital improvements.
Management Services Revenue from our management services totaled $4.4 million during the year ended December 31, 2023 and was earned primarily from PINE with less than $0.1 million earned from the Portfolio Management Agreement.
Management Services Revenue from our management services totaled $4.8 million during the year ended December 31, 2025, of which $4.4 million was earned from PINE, $0.3 million was earned from the Portfolio Management Agreement, and less than $0.1 million was earned from the Subsurface Management Agreement.
The increase in net income is attributable to the factors described above. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash totaled $17.4 million at December 31, 2024, including restricted cash of $8.3 million, see Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its restricted cash balance at December 31, 2024. ​ Our total cash balance at December 31, 2024, reflected cash flows provided by our operating activities totaling $69.3 million during the year ended December 31, 2024, compared to the prior year’s cash flows provided by operating activities totaling $46.4 million for the year ended December 31, 2023, an increase of $22.9 million.
The decrease in net income is attributable to the factors described above and most notably due to the increase in non-cash depreciation and amortization expense. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Cash totaled $41.1 million at December 31, 2025, including restricted cash of $34.7 million, see Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its restricted cash balance at December 31, 2025. ​ Our total cash balance at December 31, 2025 reflected cash flows provided by operating activities totaling $64.6 million during the year ended December 31, 2025, compared to cash flows provided by operating activities totaling $59.9 million for the year ended December 31, 2024, an increase of $4.7 million.
During the year ended December 31, 2024, the Company repurchased 40,726 shares of its common stock on the open market for a total cost of $0.7 million, or an average price per share of $16.28, pursuant to the December 2023 $5.0 Million Common Stock Repurchase Program, leaving $4.3 million remaining of the December 2023 $5.0 Million Common Stock Repurchase Program as of December 31, 2024. ​ ​ SERIES A PREFERRED STOCK REPURCHASE PROGRAM ​ On February 16, 2023, the Board approved a Series A Preferred Stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Series A Preferred Stock Repurchase Program”).
As of December 31, 2025, $5.0 million remained available for repurchases under the September 2025 $10 Million Common Stock Repurchase Program. ​ In the aggregate, under the December 2023 $5.0 Million Common Stock Repurchase Program and September 2025 $10.0 Million Common Stock Repurchase Program, the Company repurchased 573,724 shares of its common stock on the open market for a total cost of $9.3 million, or an average price per share of $16.27 during the year ended December 31, 2025. ​ SERIES A PREFERRED STOCK REPURCHASE PROGRAM ​ On February 16, 2023, the Board approved a Series A Preferred Stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Series A Preferred Stock Repurchase Program”).
During the year ended December 31, 2022, the Company repurchased 145,724 shares of its common stock on the open market for a total cost of $2.8 million, or an average price per share of $19.15.
During the year ended December 31, 2022, the Company repurchased 145,724 shares of its common stock on the open market for a total cost of $2.8 million, or an 56 Table of Contents average price per share of $19.15. No repurchases were made pursuant to the $10.0 Million Common Stock Repurchase Program during the year ended December 31, 2023.
These commitments, as of December 31, 2024, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ As of December 31, 2024 Total Commitment (1) ​ $ 17,608 Less Amount Funded ​ ​ (2,681) Remaining Commitment ​ $ 14,927 (1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements.
These commitments, as of December 31, 2025, are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ As of December 31, 2025 Total Commitment (1) ​ $ 23,105 Less Amount Funded ​ ​ (2,612) Remaining Commitment ​ $ 20,493 (1) Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements.
Commercial Loans and Investments: A portfolio of five commercial loan investments and two preferred equity investments which are classified as commercial loan investments. Real Estate Operations: During the year ended December 31, 2024, the Company sold its remaining mitigation credits. These credits were produced by the Company’s formerly owned mitigation bank.
Commercial Loans and Investments: A portfolio of four commercial loan investments and two preferred equity investments which are classified as commercial loan investments. Real Estate Operations: There were no significant transactions within the Company’s real estate operations during the year ended December 31, 2025. During the year ended December 31, 2024, the Company sold its remaining mitigation credits.
No repurchases were made pursuant to the $10.0 Million Common Stock Repurchase Program during the year ended December 31, 2023. ​ On February 16, 2023, the Board approved a common stock repurchase program (the “February 2023 $5.0 Million Common Stock Repurchase Program”), which eliminated the unutilized portion of the $10.0 Million Common Stock Repurchase Program.
On February 16, 2023, the Board approved a common stock repurchase program (the “February 2023 $5.0 Million Common Stock Repurchase Program”), which eliminated the unutilized portion of the $10.0 Million Common Stock Repurchase Program.
The acquisitions of real estate subject to this estimate totaled five multi-tenant income properties, one building within an existing multi-tenant income property owned by the Company, and one vacant land parcel within an existing multi-tenant income property owned by the Company for an aggregate purchase price of $226.8 million, or a total acquisition cost of $224.4 million, for the year ended December 31, 2024, and four additional buildings within an existing multi-tenanted retail income property owned by the Company and one multi-tenanted retail income property for an aggregate purchase price of $75.8 million, or a total acquisition cost of $76.0 million for the year ended December 31, 2023.
The acquisitions of real estate subject to this estimate totaled two shopping centers for an aggregate purchase price of $144.9 million, or a total acquisition cost of $145.1 million, for the year ended December 31, 2025, and five shopping centers, one building within an existing shopping center owned by the Company, and one vacant land parcel within an existing shopping center owned by the Company for an aggregate purchase price of $226.8 million, or a total acquisition cost of $224.4 million, for the year ended December 31, 2024.
For the years ended December 31, 2024, 2023 and 2022, a total of $2.1 million, $2.1 million, and $2.2 million of interest, respectively, was not included as the impact of the 2025 Notes, if-converted, would be antidilutive to the net income (loss) attributable to common stockholders in each respective period.
For the years ended December 31, 2025, 2024 and 2023, a total of $0.6 million, $2.1 million, and $2.1 million of interest, respectively, was excluded from net income (loss) attributable to the Company to derive FFO, as the impact to net income (loss) attributable to common stockholders would be antidilutive.
To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance.
To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to U.S. GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization.
GAAP Measures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2024 ​ December 31, 2023 ​ December 31, 2022 Net Income (Loss) Attributable to the Company ​ $ (1,965) ​ $ 5,530 ​ $ 3,158 Add Back: Effect of Dilutive Interest Related to 2025 Notes (1) ​ ​ — ​ ​ — ​ ​ — Net Income (Loss) Attributable to the Company, If-Converted ​ $ (1,965) ​ $ 5,530 ​ $ 3,158 Depreciation and Amortization of Real Estate ​ ​ 64,981 ​ ​ 44,107 ​ ​ 28,799 Loss (Gain) on Disposition of Assets, Net of Tax ​ ​ (8,308) ​ ​ (7,543) ​ ​ 4,170 Gain on Disposition of Other Assets ​ ​ (904) ​ ​ (2,272) ​ ​ (2,992) Provision for Impairment ​ ​ 676 ​ ​ 1,556 ​ ​ — Realized and Unrealized Loss on Investment Securities ​ ​ 463 ​ ​ 3,689 ​ ​ 1,697 Extinguishment of Contingent Obligation ​ ​ — ​ ​ (2,815) ​ ​ — Funds from Operations ​ ​ 54,943 ​ ​ 42,252 ​ ​ 34,832 Distributions to Preferred Stockholders ​ ​ (6,814) ​ ​ (4,772) ​ ​ (4,781) Funds From Operations Attributable to Common Stockholders ​ ​ 48,129 ​ ​ 37,480 ​ ​ 30,051 Amortization of Intangibles to Lease Income ​ ​ (254) ​ ​ 2,303 ​ ​ 2,161 Less: Effect of Dilutive Interest Related to 2025 Notes (1) ​ ​ — ​ ​ — ​ ​ — Core Funds From Operations Attributable to Common Stockholders ​ ​ 47,875 ​ ​ 39,783 ​ ​ 32,212 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Straight-Line Rent Adjustment ​ ​ (1,681) ​ ​ (1,159) ​ ​ (2,166) COVID-19 Rent Repayments ​ ​ — ​ ​ 46 ​ ​ 105 Other Depreciation and Amortization ​ ​ (13) ​ ​ (91) ​ ​ (232) Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest ​ ​ 955 ​ ​ 821 ​ ​ 774 Non-Cash Compensation ​ ​ 3,637 ​ ​ 3,673 ​ ​ 3,232 Adjusted Funds From Operations Attributable to Common Stockholders ​ $ 50,773 ​ $ 43,073 ​ $ 33,925 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 25,361,379 ​ ​ 22,529,703 ​ ​ 18,508,201 Diluted (2) ​ ​ 25,401,176 ​ ​ 22,529,703 ​ ​ 18,508,201 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.52 ​ $ 1.49 (1) As applicable, includes interest expense, amortization of discount, amortization of fees, and other changes in net income or loss that would result from the assumed conversion of the 2025 Convertible Senior Notes to derive FFO effective January 1, 2022 due to the implementation of ASU 2020-06 which requires presentation on an if-converted basis.
GAAP Measures (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 Net Income (Loss) Attributable to the Company ​ $ 10,092 ​ $ (1,965) ​ $ 5,530 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and Amortization of Real Estate ​ ​ 59,947 ​ ​ 64,981 ​ ​ 44,107 Gain on Disposition of Assets ​ ​ (21,452) ​ ​ (8,308) ​ ​ (7,543) Gain on Disposition of Other Assets ​ ​ — ​ ​ (904) ​ ​ (2,272) Provision for Impairment ​ ​ 68 ​ ​ 676 ​ ​ 1,556 Realized and Unrealized Loss (Gain) on Investment Securities ​ ​ (90) ​ ​ 463 ​ ​ 3,689 Extinguishment of Contingent Obligation ​ ​ — ​ ​ — ​ ​ (2,815) Funds from Operations ​ ​ 48,565 ​ ​ 54,943 ​ ​ 42,252 Distributions to Preferred Stockholders ​ ​ (7,512) ​ ​ (6,814) ​ ​ (4,772) Funds From Operations Attributable to Common Stockholders ​ ​ 41,053 ​ ​ 48,129 ​ ​ 37,480 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss on Extinguishment of Debt ​ ​ 20,449 ​ ​ — ​ ​ — Amortization of Intangibles to Lease Income ​ ​ (1,006) ​ ​ (254) ​ ​ 2,303 Core Funds From Operations Attributable to Common Stockholders ​ ​ 60,496 ​ ​ 47,875 ​ ​ 39,783 Adjustments: ​ ​ ​ ​ ​ ​ ​ ​ ​ Straight-Line Rent Adjustment ​ ​ (2,159) ​ ​ (1,681) ​ ​ (1,159) COVID-19 Rent Repayments ​ ​ — ​ ​ — ​ ​ 46 Other Depreciation and Amortization ​ ​ (2) ​ ​ (13) ​ ​ (91) Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest ​ ​ 1,069 ​ ​ 955 ​ ​ 821 Non-Cash Compensation ​ ​ 4,158 ​ ​ 3,637 ​ ​ 3,673 Adjusted Funds From Operations Attributable to Common Stockholders ​ $ 63,562 ​ $ 50,773 ​ $ 43,073 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted Average Number of Common Shares: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 32,267,365 ​ ​ 25,361,379 ​ ​ 22,529,703 Diluted (1) ​ ​ 32,292,812 ​ ​ 25,401,176 ​ ​ 22,529,703 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends Declared and Paid - Preferred Stock ​ $ 1.59 ​ $ 1.59 ​ $ 1.59 Dividends Declared and Paid - Common Stock ​ $ 1.52 ​ $ 1.52 ​ $ 1.52 (1) The 2025 Notes were settled during the year ended December 31, 2025.
Revenue from our management services totaled $3.8 million during the year ended December 31, 2022 and was earned from PINE. ​ Commercial Loans and Investments ​ Interest income from our commercial loans and investments totaled $4.1 million and $4.2 million during the years ended December 31, 2023 and 2022, respectively.
Revenue from our management services totaled $4.6 million during the year ended December 31, 2024, of which $4.2 million was earned from PINE, $0.3 million was earned from the Portfolio Management Agreement, and less than $0.1 million was earned from the Subsurface Management Agreement . ​ Commercial Loans and Investments ​ Interest income from our commercial loans and investments totaled $12.5 million and $7.4 million during the years ended December 31, 2025 and 2024, respectively.
Income Properties Revenue and operating income from our income property operations totaled $96.7 million and $68.2 million, respectively, during the year ended December 31, 2023, compared to total revenue and operating income of $68.9 million and $48.5 million, respectively, for the year ended December 31, 2022.
Income Properties Revenue and operating income from our income property operations totaled $132.2 million and $94.2 million, respectively, during the year ended December 31, 2025, compared to total revenue and operating income of $110.6 million and $78.8 million, respectively, for the year ended December 31, 2024.
See Note 16, “Long-Term Debt” in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its long-term debt balance at December 31, 2024. 56 Table of Contents Acquisitions and Investments.
These decreases were partially offset by a net increase of $88.7 million in long-term debt during the year ended December 31, 2025. See Note 16, “Long-Term Debt” in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its long-term debt balance at December 31, 2025. Acquisitions and Investments.
GAAP financial measures. ​ We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. ​ NAREIT defines FFO as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries.
GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses (“CECL”) on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries.
The decrease in net income is attributable to the factors described above and most notably due to the increase in non-cash depreciation and amortization expense. ​ 53 Table of Contents COMPARISON OF THE YEARS ENDED DECEMBER 31, 2023 AND 2022 ​ Revenue ​ Total revenue for the year ended December 31, 2023 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Income Properties ​ $ 96,663 ​ $ 68,857 ​ $ 27,806 ​ 40.4% Management Services ​ ​ 4,388 ​ ​ 3,829 ​ ​ 559 ​ 14.6% Commercial Loans and Investments ​ ​ 4,084 ​ ​ 4,172 ​ ​ (88) ​ (2.1)% Real Estate Operations ​ ​ 3,984 ​ ​ 5,462 ​ ​ (1,478) ​ (27.1)% Total Revenue ​ $ 109,119 ​ $ 82,320 ​ $ 26,799 ​ 32.6% ​ Total revenue for the year ended December 31, 2023 increased to $109.1 million, compared to $82.3 million during the year ended December 31, 2022.
The increase in net income is attributable to the factors described above. ​ 52 Table of Contents COMPARISON OF THE YEARS ENDED DECEMBER 31, 2024 AND 2023 ​ Revenue ​ Total revenue for the year ended December 31, 2024 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ Operating Segment ​ December 31, 2024 ​ December 31, 2023 ​ $ Variance ​ % Variance Income Properties ​ $ 110,591 ​ $ 96,663 ​ $ 13,928 ​ 14.4% Management Services ​ ​ 4,590 ​ ​ 4,388 ​ ​ 202 ​ 4.6% Commercial Loans and Investments ​ ​ 7,357 ​ ​ 4,084 ​ ​ 3,273 ​ 80.1% Real Estate Operations ​ ​ 1,981 ​ ​ 3,984 ​ ​ (2,003) ​ (50.3)% Total Revenue ​ $ 124,519 ​ $ 109,119 ​ $ 15,400 ​ 14.1% ​ Total revenue for the year ended December 31, 2024 increased to $124.5 million, compared to $109.1 million during the year ended December 31, 2023.
During the year ended December 31, 2023, the Company recorded a $0.6 million impairment charge representing the provision for credit losses related to our commercial loans and investments. ​ Depreciation and Amortization ​ Depreciation and amortization totaled $65.1 million and $44.2 million during the years ended December 31, 2024 and 2023, respectively.
The Company recorded impairment charges representing the provision for credit losses related to the increase in the principal outstanding on the Company's portfolio of commercial loans and investments of less than $0.1 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively. ​ Depreciation and Amortization ​ Depreciation and amortization totaled $60.0 million and $65.1 million during the years ended December 31, 2025 and 2024, respectively.
The increase in revenues of $13.9 million, or 14.4%, during the year ended December 31, 2024 is primarily attributable to the Company’s significant volume of income property acquisitions versus that of properties disposed of. 51 Table of Contents Management Services Revenue from our management services totaled $4.6 million during the year ended December 31, 2024, of which $4.2 million was earned from PINE, $0.3 million was earned from the Portfolio Management Agreement, and less than $0.1 million was earned from the Subsurface Management Agreement.
Management Services Revenue from our management services totaled $4.6 million during the year ended December 31, 2024, of which $4.2 million was earned from PINE, $0.3 million was earned from the Portfolio Management Agreement, and less than $0.1 million was earned from the Subsurface Management Agreement.
During the year ended December 31, 2024, the Company acquired five multi-tenant income properties, one vacant land parcel within an existing multi-tenant property owned by the Company, and one building within an existing multi-tenant income property owned by the Company for an aggregate purchase price of $226.8 million, or a total acquisition cost of $224.4 million, as further described in Note 3, “Income Properties” in the notes to the consolidated financial statements in Item 8.
During the year ended December 31, 2025, the Company acquired two shopping centers for an aggregate purchase price of $144.9 million, or a total acquisition cost of $145.1 million, as further described in Note 3, “Income Properties” in the notes to the consolidated financial statements in Item 8.
Our cash flows provided by financing activities totaled $172.3 million and $2.8 million for the years ended December 31, 2024 and 2023, respectively, an increase in cash flows received of $169.5 million.
Our cash flows provided by financing activities totaled $30.7 million and $172.3 million for the years ended December 31, 2025 and 2024, respectively, representing a decrease of $141.6 million.
The Company is also contractually obligated under its various long-term debt and operating lease agreements. The company is obligated to repay an aggregate principal amount of $51.0 million within one year on April 15, 2025. Additionally, the Company has remaining obligations under these agreements totaling $469.8 million, which are due beyond one year.
The company is obligated to repay an aggregate principal amount of $17.8 million within one year on August 1, 2026. Additionally, the Company has remaining obligations under these agreements totaling $601.0 million, which are due beyond one year. As of December 31, 2025, we have no other contractual requirements to make capital expenditures. Other Matters.
The increase in revenues of $27.8 million, or 40.4%, during the year ended December 31, 2023 is primarily attributable to the Company’s income property acquisitions during the latter part of the year ended December 31, 2022 and during the year ended December 31, 2023.
The direct costs of revenues for our income property operations totaled $31.8 million and $28.5 million for the years ended December 31, 2024 and 2023, respectively. The increase in revenues of $13.9 million, or 14.4%, during the year ended December 31, 2024 is primarily attributable to the Company’s significant volume of income property acquisitions versus that of properties disposed of.
These increases were offset by a $1.5 million decrease in real estate operations which is primarily due to more mitigation credit sales occurring during the year ended December 31, 2022 versus December 31, 2023.
Revenues further benefited from a $5.2 million increase in income from the Company’s commercial loans and investments. These increases were partially offset by a $2.0 million decrease in real estate operations which is primarily due the completion of the sales of all remaining Subsurface Interests and mitigation credits during the year ended December 31, 2024.
The increase in total revenue is primarily attributable to increased revenue produced by the Company’s income property acquisitions during the latter part of the year ended December 31, 2022 and during the year ended December 31, 2023 versus that of properties disposed. Revenues further benefited from increased management fee income from PINE of $0.6 million.
The increase in total revenue is primarily attributable to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period, as well as increased same store revenue from our properties owned during each period.
The April 2023 $5.0 Million Common Stock Repurchase Program was terminated in connection with the establishment of the December 2023 $5.0 Million Common Stock Repurchase Program (hereinafter defined). ​ In the aggregate, under the February 2023 $5.0 Million Common Stock Repurchase Program and April 2023 $5.0 Million Common Stock Repurchase Program, the Company repurchased 369,300 shares of its common stock on the open market for a total cost of $6.0 million, or an average price per share of $16.35. ​ On December 12, 2023, the Board approved a common stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “December 2023 $5.0 Million Common Stock Repurchase Program”).
Accordingly, as of the date that the Company’s Board of Directors established the September 2025 $10.0 Million Common Stock Repurchase Program (hereinafter defined), no shares of the Company’s common stock remained available for repurchase under the December 2023 $5.0 Million Common Stock Repurchase Program. ​ On September 24, 2025, the Company’s Board of Directors approved a common stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “September 2025 $10.0 Million Common Stock Repurchase Program”).
The sales of these nine properties reflect a total disposition volume of $87.1 million and resulted in aggregate gains on sales of $6.6 million, which consisted of aggregate gains on disposition of $8.2 million, aggregate losses on disposition of $0.7 million, and an impairment charge prior to sale of $0.9 million. ​ Loss on Disposition of Assets – 2022 Dispositions.
The sales of these two properties and the remaining acres of 51 Table of Contents Subsurface Interests resulted in aggregate gains on sales of $8.3 million, which consisted of aggregate gains on disposition of $9.1 million and aggregate losses on disposition of $0.8 million. ​ Provision for Impairment.
The decreases resulted in unrealized, non-cash losses on the Company’s investment in PINE of $4.7 million and $1.7 million which is included in investment and other income in the consolidated statements of operations for the years ended December 31, 2023 and 2022, respectively. ​ The Company earned dividend income from the investment in PINE of $2.5 million and $2.3 million during the years ended December 31, 2023 and 2022, respectively. ​ The Company derecognized two contingent obligations through a $2.8 million increase in investment and other income during the year ended December 31, 2023, pursuant to two leases whereby the Company’s obligation to fund certain tenant improvements was eliminated or expired prior to being exercised.
During the year ended December 31, 2024, the Company recognized a $0.2 million unrealized, non-cash loss related to a decrease of $0.12 per share of PINE common stock, which is included in investment and other income on the consolidated statements of operations. ​ The Company earned dividend income from the investment in PINE of $2.8 million and $2.6 million during the years ended December 31, 2025 and 2024, respectively. ​ Interest Expense Interest expense totaled $26.9 million and $22.5 million for the years ended December 31, 2025 and 2024, respectively.
The increase in cash used in investing activities of $189.6 million is primarily related to a net increase in cash outflows of $191.3 million during the year ended December 31, 2024 related to the net income property acquisitions versus dispositions as well as an increase in cash outflows of $11.7 million related to the funding of certain investments in the Company’s commercial loans and investment portfolio, offset by principal payments received on such investments.
The decrease is primarily attributable to (i) a net decrease in cash outflows of $126.5 million related to property transactions, reflecting lower acquisition activity offset by increased proceeds from dispositions, and (ii) $44.5 million of lower net funding of the Company’s commercial loans and investments portfolio, reflecting increased principal repayments received on such investments.
The increase of $22.9 million is primarily due to the increase in operating income from our income property portfolio and increased income from our commercial loans and investments. Our cash flows used in investing activities totaled $242.2 million and $52.6 million for the years ended December 31, 2024 and 2023, respectively, an increase of $189.6 million.
Our cash flows used in investing activities totaled $71.5 million and $232.7 million for the years ended December 31, 2025 and 2024, respectively, representing a decrease of $161.2 million.
The decrease is due to the timing of investments and repayments by borrowers within the Company’s commercial loans and investment portfolio. ​ Real Estate Operations ​ During the year ended December 31, 2023, operating income from real estate operations was $2.3 million on revenues totaling $4.0 million.
The increase is primarily due to increased income as a result of the overall growth in the loan portfolio, including additional advances under existing construction and loan commitments, as well as the timing of the investments made related to new loan originations and structured investments. ​ Real Estate Operations ​ During the year ended December 31, 2024, operating income from real estate operations was $0.5 million on revenues totaling $2.0 million , which was primarily attributable to mitigation credits sold during the period.
The sale of these six properties reflect a total disposition volume of $81.1 million, resulting in aggregate gains on sales of $4.7 million. ​ The $4.7 million in aggregate income property sale gains were offset by an $11.9 million loss on the sale of the Company’s Mitigation Bank during the year ended December 31, 2022. ​ Provision for Impairment.
Gains on Disposition of Assets and Provision for Impairment ​ Gain on Disposition of Assets – 2025 Dispositions. During the year ended December 31, 2025, the Company sold four income properties for an aggregate sales price of $85.1 million and aggregate gains of sales of $21.0 million.
Removed
During the year ended December 31, 2023, the Company sold nine income properties, including (i) an outparcel of the multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, (ii) four outparcels of the multi-tenant property known as Crossroads Towne Center, located in Chandler, Arizona, for an aggregate sale price of $11.5 million, (iii) a single tenant office property located in Reston, Virginia leased to General Dynamics for $18.5 million, (iv) a multi-tenant property known as Westcliff, located in Fort Worth, Texas, for $14.8 million, (v) a multi-tenant property known as Eastern Commons, located in Henderson, Nevada, for $18.2 million, (vi) a single tenant office property known as Sabal Pavilion located in Tampa, Florida for $22.0 52 Table of Contents million.
Added
GAAP financial measures. ​ We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT. ​ NAREIT defines FFO as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by U.S.
Removed
The sale of the Westcliff Property closed on October 12, 2023. ​ During the year ended December 31, 2024, the Company recorded a $0.7 million impairment charge, comprised of a $0.2 million charge related to the discount provided to the borrower on their early repayment of the Sabal Pavilion loan, as described in Note 4, “Commercial Loans and Investments”, and a $0.5 million increase in our CECL allowance due to a net increase in principal outstanding on the Company’s portfolio of commercial loans and investments.
Added
To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to U.S.
Removed
The direct costs of revenues for our income property operations totaled $28.5 million and $20.4 million for the years ended December 31, 2023 and 2022, respectively.
Added
Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance.
Removed
During the year ended December 31, 2022, operating income from real estate operations was $3.0 million on revenues totaling $5.5 million. The operating income during the years ended December 31, 2023 and 2022 was the result of mitigation credit sales and sales of Subsurface Interests.
Added
Further, the weighted average shares used to compute per share amounts for FFO Attributable to Common Stockholders per Common Share – Diluted, Core FFO Attributable to Common Stockholders per Common Share - Diluted, and AFFO Attributable to Common Stockholders per Common Share - Diluted do not reflect any dilution related to the ultimate settlement of the 2025 Notes, other than as described below . ​ During the year ended December 31, 2025, the Company issued 1,089,555 shares of the Company’s common stock in connection with the settlement of the 2025 Notes and such shares were included in the basic and diluted weighted average share count for the period. ​ 49 Table of Contents Other Data (in thousands except per share data): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, 2025 ​ December 31, 2024 ​ December 31, 2023 FFO Attributable to Common Stockholders ​ $ 41,053 ​ $ 48,129 ​ $ 37,480 FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.27 ​ $ 1.89 ​ $ 1.66 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Core FFO Attributable to Common Stockholders ​ $ 60,496 ​ $ 47,875 ​ $ 39,783 Core FFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.87 ​ $ 1.88 ​ $ 1.77 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ AFFO Attributable to Common Stockholders ​ $ 63,562 ​ $ 50,773 ​ $ 43,073 AFFO Attributable to Common Stockholders per Common Share - Diluted (1) ​ $ 1.97 ​ $ 2.00 ​ $ 1.91 (1) The 2025 Notes were settled during the year ended December 31, 2025.
Removed
There were more mitigation credit sales and sales of Subsurface Interests during the year ended December 31, 2022 versus the year ended December 31, 2023. ​ ​ 54 Table of Contents General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2023 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses (in thousands) ​ December 31, 2023 ​ December 31, 2022 ​ $ Variance ​ % Variance Recurring General and Administrative Expenses ​ $ 10,576 ​ $ 9,667 ​ $ 909 ​ 9.4% Non-Cash Stock Compensation ​ ​ 3,673 ​ ​ 3,232 ​ ​ 441 ​ 13.6% Total General and Administrative Expenses ​ $ 14,249 ​ $ 12,899 ​ $ 1,350 ​ 10.5% ​ Gains (Losses) on Disposition of Assets and Provision for Impairment ​ Gain on Disposition of Assets – 2023 Dispositions.
Added
During the year ended December 31, 2025, the Company issued 1,089,555 shares of the Company’s common stock in connection with the settlement of the 2025 Notes and such shares were included in the basic and diluted weighted average share count for the period.
Removed
During the year ended December 31, 2022 , the Company sold six income properties, including (i) Party City, a single-tenant income property located in Oceanside, New York for $6.9 million, (ii) the Carpenter Hotel ground lease, a single-tenant income property located in Austin, Texas, which was recorded as a commercial loan investment prior to its disposition, for $17.1 million, (iii) the multi-tenant Westland Gateway Plaza located in Hialeah, Florida, which was recorded as a commercial loan investment prior to its disposition, for $22.2 million, (iv) Chuy’s, a single-tenant property, located in Jacksonville, Florida for $5.8 million, (v) Firebirds, a single-tenant property, located in Jacksonville, Florida for $5.5 million, and (vi) 245 Riverside, a multi-tenant office income property located in Jacksonville, Florida for $23.6 million.
Added
The increase in revenues of $21.6 million, or 19.5%, during the year ended December 31, 2025 is primarily related to the 50 Table of Contents overall growth and lease up of the Company’s income property portfolio, as well as the timing of acquisitions versus dispositions.
Removed
In the aggregate, $1.5 million of impairment charges were recorded during the year ended December 31, 2023, as described below, with no such charges during the year ended December 31, 2022. ​ During the year ended December 31, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property.
Added
There was no revenue or operating income from real estate operations during the year ended December 31, 2025, because the Company sold its portfolio of Subsurface Interests and all remaining mitigation credits during the year ended December 31, 2024. ​ General and Administrative Expenses ​ Total general and administrative expenses for the year ended December 31, 2025 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2024 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ General and Administrative Expenses (in thousands) ​ December 31, 2025 ​ December 31, 2024 ​ $ Variance ​ % Variance General and Administrative Expenses ​ $ 14,369 ​ $ 12,632 ​ $ 1,737 ​ 13.8% Non-Cash Stock Compensation ​ ​ 4,158 ​ ​ 3,637 ​ ​ 521 ​ 14.3% Total General and Administrative Expenses ​ $ 18,527 ​ $ 16,269 ​ $ 2,258 ​ 13.9% The primary reason for the increase in total general and administrative expenses is the overall higher employee count, as a result of the increased operating activity from the increase in managed income property assets, as well as increases in compensation effective on January 1, 2025.
Removed
The purchase and sale agreement for the Company’s sale of the Westcliff Property was executed on July 28, 2023. The impairment charge of $0.9 million represents the sales price, less the book value of the asset as of September 30, 2023, less costs to sell.
Added
The sales consisted of (i) three single-tenant Main Street properties in Daytona Beach, Florida for $7.1 million, generating gains totaling $1.2 million, and (ii) one shopping center located in Plano, Texas for $78.0 million, resulting in a gain on sale of $19.8 million. ​ Gain on Disposition of Assets – 2024 Dispositions.
Removed
The increase of $15.3 million is primarily due to the increase in the Company’s income property portfolio. ​ 55 Table of Contents Investment and Other Income ​ During the year ended December 31, 2023, the closing stock price of PINE decreased by $2.17 per share, with a closing price of $16.91 on December 31, 2023.
Added
There were no impairment charges on the Company’s income property portfolio during the years ended December 31, 2025 and 2024, respectively.
Removed
During the year ended December 31, 2022, the closing stock price of PINE decreased by $0.96 per share, with a closing price of $19.08 on December 31, 2022.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+1 added−0 removed4 unchanged
Biggest changeA hypothetical change in the interest rate of 100 basis points (i.e., 1%) would affect our financial position, results of operations, and cash flows by $0.4 million and $0.6 million as of December 31, 2024 and 2023, respectively.
Biggest changeA hypothetical change in the interest rate of 100 basis points (i.e., 1%) would affect our financial position, results of operations, and cash flows by $0.9 million and $0.4 million as of December 31, 2025 and 58 Table of Contents 2024, respectively.
By virtue of fixing the variable rate on certain debt borrowings, our exposure to changes in interest rates is minimal but for the impact on other comprehensive income and loss. Management’s objective is to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs.
By virtue of fixing the variable rate on certain debt borrowings, our exposure to changes in interest rates is minimal but for the impact on other comprehensive income and loss. Management’s objective is to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs. ITEM 8.
As of December 31, 2024 and 2023, the outstanding balance on our Credit Facility totaled $87.0 million and $163.0 million, of which $37.0 million and $63.0 million, respectively, were not fixed by virtue of an interest rate swap agreement.
As of December 31, 2025 and 2024, the outstanding balance on our Credit Facility totaled $151.0 million and $87.0 million, of which $86.0 million and $37.0 million, respectively, were not fixed by virtue of an interest rate swap agreement.
Added
FINANCIAL STATEMENT S 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.

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