8-K
Ckx Lands, Inc. (CKX)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2025
CKX LANDS, INC.
(Exact name of registrant as specified in its charter)
| Louisiana | 1-31905 | 72-0144530 |
|---|---|---|
| (State or other jurisdiction<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 2417 Shell Beach Drive<br><br> <br>Lake Charles, Louisiana | 70601 | |
| (Address of principal executive offices) | (Zip Code) | |
| (337) 493-2399<br><br> <br>(Registrant’s telephone number, including area code)<br><br> <br><br><br> <br>(Former name or former address, if changed since last report) | ||
| --- |
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each<br><br> <br>exchange on which registered |
|---|---|---|
| Common stock with no par value | CKX | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On November **** 18, 2025, the Registrant completed the transactions contemplated by the Agreement of Purchase and Sale effective August 14, 2025 (the “Original Agreement”) by and among the Registrant, Southern Pine Plantations of Georgia, Inc., a Georgia corporation (“Buyer”) and Adams, Hemingway, Wilson and Rutledge, LLC, as escrow agent, as amended by the Amendment to Agreement of Purchase and Sale effective October 10, 2025 by and between the Registrant and the Buyer, the Second Amendment to Agreement of Purchase and Sale effective October 28, 2025 by and between the Registrant and the Buyer, and the Third Amendment to Agreement of Purchase and Sale effective November 13, 2025 by and between the Registrant and the Buyer. The Original Agreement, as amended, is referred to in this report as the “Agreement”.
| Item 2.01 | Completion of Acquisition or Disposition of Assets |
|---|
The information set forth in the Introductory Note of this Current Report is incorporated herein by reference.
On November 18, 2025, pursuant to the Agreement, the Registrant completed the sale to the Buyer of approximately 6,548 acres of land wholly-owned by the Registrant in Allen, Beauregard, Calcasieu, Cameron, Jefferson Davis, Natchitoches, Rapides and Sabine Parishes of the State of Louisiana (the “Transaction”). The purchase price, as adjusted pursuant to the terms of the Agreement, was $8,618,021.70, and was paid in cash.
Pursuant to the terms of the Agreement, the parties excluded from the Transaction certain portions of the Property (as defined in the Agreement) and the original purchase price was reduced by $1,316.05 per acre excluded, as provided in the Agreement.
The description of the Transaction and the Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Original Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 15, 2025, and the amendments to the Original Agreement filed as Exhibits 10.2, 10.3 and 10.4 with this report. The Agreement is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CKX LANDS, INC.<br><br> <br>(Registrant) | ||
|---|---|---|
| Date: November 19, 2025 | By: | /s/ W. Gray Stream |
| W. Gray Stream<br><br> <br>President |
ex_891021.htm
Exhibit 10.2
AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT made effective and entered into this 10^th^ day of October 2025, by and between CKX Lands, Inc., a Louisiana corporation, hereinafter called "Seller", and Southern Pine Plantations of Georgia, Inc., a Georgia corporation, hereinafter called "Buyer".
WITNESSETH:
WHEREAS, the Seller and Buyer entered into an Agreement of Purchase and Sale effective as of August 14, 2025 (the "PSA") for the sale and purchase of property located in various parishes in the State of Louisiana, a copy of which is in the possession of each party and by this reference is made a part hereof;
WHEREAS, the parties desire to amend the PSA in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration paid by each party to the other, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the PSA is hereby amended as follows:
1. The parties hereby agree that the third to the last sentence in Paragraph 3(b) which currently reads:
BUYER must make any waiver, termination or Title Defect Carveout election in writing on or before the day which is ten (10) days prior to Settlement.
is hereby deleted and replaced as follows:
BUYER must make any waiver, termination or Title Defect Carveout election in writing on or before the day which is three (3) business days following the earlier of (i) SELLER’S notification to BUYER of SELLER’S election to cure or not cure any Title Objections or (ii) seven (7) days after SELLER’S receipt of BUYER’S notice of Title Objections in the event of SELLER’S failure to respond.
- For the sake of clarity, the parties hereby agree and acknowledge that (a) Settlement shall occur on or before the tenth (10) day following the deadline for BUYER’S election as set forth in the revision to Paragraph 3(b) hereinabove and (b) the Title Commitment and Title Exceptions have been delivered to Buyer and the Title Objection Period pursuant to Paragraph 3(b) expires on October 21, 2025.
3. All terms of the PSA, except as herein amended, shall remain in full force and effect; provided, however, in the event of any conflict in the terms of this amendment and the terms of the PSA the terms of this amendment shall control.
(SIGNATURES ON FOLLOWING PAGE)
IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals, the day and year first above written.
| SELLER: | |
|---|---|
| CKX Lands, Inc., a Louisiana corporation | |
| Date of Execution: 10/10/2025 | By: /s/ Scott Stepp (SEAL) |
| Name: Scott Stepp | |
| Title: Chief Financial Officer | |
| BUYER: | |
| Southern Pine Plantations of Georgia, Inc., a Georgia corporation | |
| Date of Execution: 10/10/2025 | By: /s/ Al Bayme (SEAL) |
| Name: Al Bayme | |
| Title: Secretary |
ex_891022.htm
Exhibit 10.3
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT made effective and entered into this 28th day of October 2025, by and between CKX Lands, Inc., a Louisiana corporation, hereinafter called "Seller", and Southern Pine Plantations of Georgia, Inc., a Georgia corporation, hereinafter called "Buyer".
WITNESSETH:
WHEREAS, the Seller and Buyer entered into an Agreement of Purchase and Sale effective as of August 14, 2025 (as amended, the "PSA") for the sale and purchase of property located in various parishes in the State of Louisiana, a copy of which is in the possession of each party and by this reference is made a part hereof;
WHEREAS, the Seller and Buyer entered into an Amendment to Agreement of Purchase and Sale effective as of October 10, 2025, amending the PSA;
WHEREAS, the parties desire to amend the PSA further in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration paid by each party to the other, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the PSA is hereby amended as follows:
1. The parties hereby agree that the third and fourth sentences in Paragraph 3(b) which currently read:
As to any Title Exceptions and/or Survey matters which BUYER identifies to SELLER as being disapproved (“Title Defect(s)”), SELLER shall notify BUYER, within seven (7) days after receipt of BUYER’S notice of any Title Defects, of SELLER’S election, in SELLER’S discretion, to “cure” the same prior to or in connection with Settlement or to inform BUYER that SELLER is unable or unwilling to cure same. If SELLER fails to give BUYER notice of SELLER’S election within such seven (7) day period, SELLER shall be deemed to have elected not to cure the Title Defects.
are hereby deleted and replaced as follows:
As to any Title Exceptions and/or Survey matters which BUYER identifies to SELLER as being disapproved (“Title Defect(s)”), SELLER shall notify BUYER, within fourteen (14) days after receipt of BUYER’S notice of any Title Defects, of SELLER’S election, in SELLER’S discretion, to “cure” the same prior to or in connection with Settlement or to inform BUYER that SELLER is unable or unwilling to cure same. If SELLER fails to give BUYER notice of SELLER’S election within such fourteen (14) day period, SELLER shall be deemed to have elected not to cure the Title Defects.
2. The parties hereby agree that the third to the last sentence in Paragraph 3(b) which currently reads:
BUYER must make any waiver, termination or Title Defect Carveout election in writing on or before the day which is three (3) business days following the earlier of (i) SELLER’S notification to BUYER of SELLER’s election to cure or not cure any Title Objections or (ii) seven (7) days after SELLER’s receipt of BUYER’S notice of Title Objections in the event of SELLER’S failure to respond.
is hereby deleted and replaced as follows:
BUYER must make any waiver, termination or Title Defect Carveout election in writing on or before the day which is three (3) business days following the earlier of (i) SELLER’S notification to BUYER of SELLER’s election to cure or not cure any Title Objections or (ii) fourteen (14) days after SELLER’s receipt of BUYER’S notice of Title Objections in the event of SELLER’S failure to respond.
3. For the sake of clarity, the parties hereby agree and acknowledge that Settlement shall occur on or before the tenth (10) day following the deadline for BUYER’S election as set forth in the revision to Paragraph 3(b) hereinabove.
4. All terms of the PSA, except as herein amended, shall remain in full force and effect; provided, however, in the event of any conflict in the terms of this amendment and the terms of the PSA the terms of this amendment shall control.
(SIGNATURES ON FOLLOWING PAGE)
IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals, the day and year first above written.
| SELLER: | |
|---|---|
| CKX Lands, Inc., a Louisiana corporation | |
| Date of Execution: 10/28/2025 | By: /s/ Scott Stepp |
| Name: Scott Stepp | |
| Title: Chief Financial Officer | |
| BUYER: | |
| Southern Pine Plantations of Georgia, Inc., a Georgia corporation | |
| Date of Execution: 10/28/2025 | By: /s/ Al Bayme |
| Name: Al Bayme | |
| Title: Secretary |
ex_891023.htm
Exhibit 10.4
THIRD AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT made effective and entered into this 13^th^ day of November, 2025, by and between CKX Lands, Inc., a Louisiana corporation, hereinafter called "Seller", and Southern Pine Plantations of Georgia, Inc., a Georgia corporation, hereinafter called "Buyer".
WITNESSETH:
WHEREAS, the Seller and Buyer entered into an Agreement of Purchase and Sale effective as of August 14, 2025 (the "PSA") for the sale and purchase of property located in various parishes in the State of Louisiana, a copy of which is in the possession of each party and by this reference is made a part hereof;
WHEREAS, the parties previously amended the PSA pursuant to that certain Amendment to Agreement for Purchase and Sale dated October 10, 2025, and that certain Second Amendment to Agreement for Purchase and Sale dated October 28, 2025, copies of which are in the possession of each party and by this reference is made a part hereof
WHEREAS, the parties desire to further amend the PSA in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and other valuable consideration paid by each party to the other, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the PSA is hereby amended as follows:
1. The parties hereby agree that the following portions of the Property are hereby revised as follows:
| a. | Beauregard Parish Tract 33 – deleted in its entirety. |
|---|---|
| b. | Calcasieu Parish Tract 44 - deleted in its entirety. |
| --- | --- |
| c. | Calcasieu Parish Tract 47 - deleted in its entirety. |
| --- | --- |
| d. | Calcasieu Parish Tract 48 – map as attached to the PSA is deleted and replaced as attached to this Amendment. |
| --- | --- |
| e. | Calcasieu Parish Tract 50 – that portion being the SE ¼ of the NW ¼ of Section 14 is deleted. |
| --- | --- |
| f. | Camerson Parish Tract 55 – deleted in its entirety. |
| --- | --- |
| g. | Jefferson Davis Parish Tract 58 – deleted in its entirety. |
| --- | --- |
| h. | Jefferson Davis Parish Tract 60 - map as attached to the PSA is deleted and replaced as attached to this Amendment. |
| --- | --- |
2. In consideration of the foregoing, the parties hereby agree that the Purchase Price as set forth in Paragraph 1 of the PSA is hereby amended to Eight Million Six Hundred Eighteen Thousand Twenty-One and 70/100 Dollars ($8,618,021.70).
3. The parties hereby agree that Settlement shall occur on or before November 18, 2025.
4. All terms of the PSA, except as herein amended, shall remain in full force and effect; provided, however, in the event of any conflict in the terms of this amendment and the terms of the PSA the terms of this amendment shall control.
(SIGNATURES ON FOLLOWING PAGE)
IN WITNESS WHEREOF, the parties have hereunto set their hands and affixed their seals, the day and year first above written.
| SELLER: | |
|---|---|
| CKX Lands, Inc., a Louisiana corporation | |
| Date of Execution: 11/14/2025 | By: /s/ W. Gray Stream (SEAL) |
| Name: W. Gray Stream | |
| Title: President | |
| BUYER: | |
| Southern Pine Plantations of Georgia, Inc., a Georgia corporation | |
| Date of Execution: 11/13/2025 | By: /s/ Al Bayme (SEAL) |
| Name: Al Bayme | |
| Title: Secretary |
Calcasieu Parish Tract 48 Replacement Map
4
Jefferson Davis Parish Tract 60 Replacement Map
5