Alpine Income Property Trust, Inc 8-K, filed Oct 9, 2026
Alpine Income Property Trust, Inc. (PINE)
About this 8-K
Alpine Income Property Trust, Inc filed this 8-K on October 9, 2026, reporting on events of October 5, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities Registered Pursuant to Section 12(b) of the Act
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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. ☐
Item 1.01. Entry into a Material Definitive Agreement
On October 5, 2026, a wholly owned subsidiary of Alpine Income Property OP, LP, a Delaware limited partnership and the operating partnership subsidiary of Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner (the “Seller”) for the purchase of a 13-property industrial portfolio located across 11 states (the “Portfolio”). The terms of the PSA provide that the total purchase price for the Portfolio will be $117.3 million, subject to adjustment for closing prorations. The Seller does not have any material relationship with the Company or its subsidiaries, other than through the PSA. On October 9, 2026, the Company’s $1.0 million earnest money deposit for the acquisition of the Portfolio became non-refundable, and the Company now deems the closing of the acquisition of the Portfolio to be probable.
Certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, as of the date of this Current Report on Form 8-K and until the closing of the purchase of the Portfolio, there can be no assurance that the Company will acquire the Portfolio.
A copy of the PSA is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the PSA is qualified in its entirety by reference thereto.
This Current Report on Form 8-K includes historical financial statements of the Portfolio and pro forma consolidated financial information related to the acquisition of the Portfolio.
The pro forma financial information included in this Current Report on Form 8-K does not purport to represent the actual results of operations that the Company and the Portfolio would have achieved had the Company held the assets of the Portfolio during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the Company may achieve after the acquisition of the Portfolio.
Item 7.01. Regulation FD Disclosure.
On October 9, 2026, the Company issued a press release announcing the execution of the PSA to acquire the Portfolio. A copy of the press release is attached hereto as Exhibit 99.3. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.3, is being furnished and shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements of the Portfolio are being filed with this Current Report on Form 8-K as Exhibit 99.1 and are incorporated by reference herein.
(b) Pro Forma Financial Information
The pro forma financial information related to the acquisition of the Portfolio is being filed with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits
2.1*Purchase and Sale Agreement, made as of October 5, 2026 23.1Consent of Grant Thornton LLP 99.1 Historical Financial Statements ● Report of Independent Certified Public Accountants ● Historical Summary of Revenues and Direct Expenses of the Portfolio for the Six Months Ended June 30, 2026 (Unaudited) and the Year Ended December 31, 2025 (Audited) ● Notes to Historical Summary of Revenues and Direct Expenses of the Portfolio 99.2 Pro Forma Financial Information ● Summary of Unaudited Pro Forma Consolidated Financial Statements ● Unaudited Pro Forma Consolidated Balance Sheet of Alpine Income Property Trust, Inc. as of June 30, 2026 ● Unaudited Pro Forma Consolidated Statements of Operations of Alpine Income Property Trust, Inc. for the Six Months Ended June 30, 2026 and the Year Ended December 31, 2025 ● Notes to Unaudited Pro Forma Consolidated Financial Statements 99.3 Press Release dated October 9, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(2). The omitted information is not material and is the type of information that the Company customarily and actually treats as private and confidential.
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.
Date: October 9, 2026
Alpine Income Property Trust, Inc.
By: /s/ Philip R. Mays
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****].
CONTRACT OF SALE
between
[****]
Seller
and
ALPINE INCOME PROPERTY OP, LP
Purchaser
Premises:The Properties Listed on Schedule A attached hereto
Dated: October 5, 2026
Schedule A-1Legal Description of [****] Property
Schedule A-2Legal Description of [****] Property
Schedule A-3Legal Description of [****] Property
Schedule A-4 Legal Description of [****] Property
Schedule A-5 Legal Description of [****] Property
Schedule A-6 Legal Description of [****] Property
Schedule A-7 Legal Description of [****] Property
Schedule A-8 Legal Description of [****] Property
Schedule A-9 Legal Description of [****] Property
Schedule A-10 Legal Description of [****] Property
Schedule A-11 Legal Description of [****] Property
Schedule A-12 Legal Description of [****] Property
Schedule A-13 Legal Description of [****] Property
Schedule B“Subject To” Provisions
Schedule DPending Litigation
Schedule EAllocation of Transfer Tax
Schedule FAllocation of Purchase Price
Exhibit 1-AForm of Deed for [****]
Exhibit 1-B Form of Deed for [****]
Exhibit 1-CForm of Deed for [****]
Exhibit 1-DForm of Deed for [****]
Exhibit 1-EForm of Deed for [****]
Exhibit 1-FForm of Deed for [****]
Exhibit 1-GForm of Deed for [****]
Exhibit 1-HForm of Deed for [****]
Exhibit 1-IForm of Deed for [****]
Exhibit 1-JForm of Deed for [****]
Exhibit 1-KForm of Deed for [****]
Exhibit 2Form of Assignment of the Master Lease
Exhibit 3Form of Assignment of the Service Contracts
Exhibit 4Form of Assignment of Licenses, Permits, Guarantees and Warranties
Exhibit 5Form of Notice to the Master Tenant
Exhibit 6Form of Notice of Assignment of the Service Contracts
Exhibit 7Form of Tenant Estoppel Certificate
Exhibit 8Form of Bill of Sale
Exhibit 9Access Agreement
Exhibit 10Form of Title Certificate
THIS CONTRACT OF SALE (this “Contract”) is made as of this 5th day of October, 2026 (the “Effective Date”) by and between by [****], each a [****] limited liability company, having an address at [****] (individually and/or collectively as the context may require, “Seller”) and ALPINE INCOME PROPERTY OP, LP, a [****] limited partnership, having an address at c/o CTO Realty Growth, Inc., 1140 N. Williamson Blvd., Suite 140, Daytona Beach, [****] 32114 (“Purchaser”).
W I T N E S S E T H :
WHEREAS, upon the terms and conditions hereinafter set forth, Seller agrees to sell and convey fee title to those certain parcels of land described on Schedules A-1 through A-13 annexed hereto with the improvements erected thereon (each property and the improvements erected thereon is herein individually and/or collectively as the context may require, the “Property”) to Purchaser and Purchaser agrees to purchase the Property.
NOW, THEREFORE, intending to be legally bound hereby, the parties agree as follows:
The terms defined in this Article shall for all purposes of this Contract have the meanings herein specified unless the context requires otherwise.
| 1.1 | “Access Agreement” shall have the meaning ascribed to it in Section 12.1. |
| 1.2 | “Additional Rents” shall have the meaning ascribed to it in Section 9.4(a). |
| 1.3 | “Audit” shall have the meaning ascribed to it in Section 13.21(a). |
| 1.4 | “Auditor” shall have the meaning ascribed to it in Section 13.21(a). |
| 1.5 | “Broker” shall have the meaning ascribed to it in Section 13.1. |
| 1.6 | “Business Day” shall mean any day other than a Saturday, Sunday or day on which the banks in [****] are authorized or permitted to be closed. |
| 1.7 | “Casualty” shall have the meaning ascribed to it in Section 11.2. |
| 1.8 | “Casualty Termination Event” shall have the meaning ascribed to it in Section 11.2. |
| 1.9 | “Closing” shall have the meaning ascribed to it in Section 9.1. |
| 1.10 | “Closing Date” shall have the meaning ascribed to it in Section 9.1. |
| 1.11 | “Contract” shall have the meaning ascribed to it in the introductory paragraph. |
| 1.12 | “Data Room” shall mean that certain on-line data website located at [****], which contains certain information and documents pertaining to Seller and each Property. |
| 1.13 | “Deposit” shall have the meaning ascribed to it in Section 3.1. |
| 1.14 | “Escrowee” shall have the meaning ascribed to it in Section 3.1. |
| 1.15 | “Estoppel Certificate” shall have the meaning ascribed to it in Section 9.3(a)(x). |
| 1.16 | “Estoppel Default” shall have the meaning ascribed to it in Section 9.3(a)(x). |
| 1.17 | “Evaluation Material” shall have the meaning ascribed to it in Section 13.6(a). |
| 1.18 | “Lease Modification(s)” shall have the meaning ascribed to it in Section 7.1. |
| 1.19 | “Master Lease” shall mean, individually and collectively, as the context may require, those certain lease agreements uploaded in the Data Room folder titled “Lease”. |
| 1.20 | “Master Tenant” shall mean, individually and collectively, as the context may require, the tenant under its respective Master Lease. |
| 1.21 | “Non-Permitted Title Objections” shall have the meaning ascribed to it in Section 8.3(a). |
| 1.22 | “OFAC” shall have the meaning ascribed to it in Section 6.5(d). |
| 1.23 | “Outside Closing Date” shall have the meaning ascribed to it in Section 9.1. |
| 1.24 | “Outside Termination Date” shall have the meaning ascribed to it in Section 12.1. |
| 1.25 | “Permitted Exceptions” shall have the meaning ascribed to it in Section 8.2. |
| 1.26 | “Premises” shall have the meaning ascribed to it in Section 2.2. |
| 1.27 | “Prohibited Persons” shall have the meaning ascribed to it in Section 6.5(d)(i). |
| 1.28 | “Property” shall have the meaning ascribed to it in the “WHEREAS” paragraph in this Contract and each Property shall collectively, be referred to as “Properties.” |
| 1.29 | “Proration Statement” shall have the meaning ascribed to it in Section 9.4(a)(i). |
| 1.30 | “Purchase Price” shall have the meaning ascribed to it in Section 3. |
| 1.31 | “Purchaser” shall have the meaning ascribed to it in the introductory paragraph. |
| 1.32 | “Purchaser’s Review Period” shall have the meaning ascribed to it in Section 12.1. |
| 1.33 | “Related Parties” shall have the meaning ascribed to it in Section 13.6(b). |
| 1.34 | “Sanctions Laws” shall have the meaning ascribed to it in Section 6.5(d)(iii). |
| 1.35 | “Seller” shall have the meaning ascribed to it in the introductory paragraph. |
| 1.36 | “Seller’s Surviving Obligations” shall have the meaning ascribed to it in Section 6.3. |
| 1.37 | “Service Contracts” shall have the meaning ascribed to it in Section 6.1(i). |
| 1.38 | “Survey” shall have the meaning ascribed to it in Section 8.1. |
| 1.39 | “Survival Period” shall have the meaning ascribed to it in Section 6.3. |
| 1.40 | “Taking” shall have the meaning ascribed to it in Section 11.1(a). |
| 1.41 | “Title Commitment” shall have the meaning ascribed to it in Section 8.1. |
| 1.42 | “Title Company” shall have the meaning ascribed to it in Section 8.1. |
| 1.43 | “Title Objection Date” shall have the meaning ascribed to it in Section 8.1. |
| 1.44 | “Title Review Properties” shall mean, collectively, the [****] Property, the [****] Property, the [****] Property, the [****] Property, the [****] Property, the [****] Property and the [****] Property. |
| 1.45 | “Transfer Tax” shall have the meaning ascribed to it in Section 9.2(c). |
| 1.46 | “USA Patriot Act” shall have the meaning ascribed to it in Section 6.5(d)(iii). |
The purchase price (the “Purchase Price”) for the Premises is the sum of One Hundred Seventeen Million and Three Hundred Thousand and 00/100 Dollars ($117,300,000.00), payable by Purchaser to Seller as follows:
Purchaser covenants and warrants that the representations in the preceding sentences of this Section 6.5 will be true on the Closing with respect to Purchaser or any permitted assignee of Purchaser and Purchaser or such assignee shall deliver to Seller at Closing copies of Purchaser’s organizational documents and resolutions and/or consents and certificates as necessary to substantiate that such representations of Purchaser are true as of the Closing. The provisions of this Section 6.5 shall survive the Closing or termination of this Contract.
(A) with respect to the parcel of land described on Schedule A-1 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(B) with respect to the parcel of land described on Schedule A-2 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(C) with respect to the parcel of land described on Schedule A-3 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(D) with respect to the parcel of land described on Schedule A-4 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(E) with respect to the parcel of land described on Schedule A-5 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(F) with respect to the parcel of land described on Schedule A-6 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(G) with respect to the parcel of land described on Schedule A-7 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(H) with respect to the parcel of land described on Schedule A-8 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(I) with respect to the parcel of land described on Schedule A-9 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(J) with respect to the parcel of land described on Schedule A-10 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(K) with respect to the parcel of land described on Schedule A-11 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(L) with respect to the parcel of land described on Schedule A-12 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”);
(M) with respect to the parcel of land described on Schedule A-13 commonly known as [****] (the “[****] Property”), the survey prepared by [****] (the “[****] Survey”); and
(each of the above Surveys (A)-(M), individually and collectively, as the context may require, the “Survey”). On or before the Outside Termination Date, Purchaser shall furnish Seller with notice of any objections Purchaser has to the Title Commitment and the Survey (the “Title Objection Date”); provided, however, except as set forth in this Contract, Seller shall have no obligation to cure any such objections. Within two (2) Business Days after Seller’s receipt of Purchaser’s objection notice, Seller shall notify Purchaser in writing whether Seller elects to remove or cure any such objections, and Seller’s failure to so notify Purchaser within such two (2) Business Day period shall be deemed Seller’s election not to remove or cure any of such objections. Notwithstanding anything to the contrary in Section 8.3(a) or Section 12.1, any objection that Seller elects in writing to remove or cure shall be a Non-Permitted Title Objection that Seller shall be obligated to remove or cure at or prior to Closing. If Seller’s two (2) Business Day response period expires later than one (1) Business Day before the Outside Termination Date, the time by which Purchaser may cancel this Contract pursuant to Section 12.1 shall be extended to 3:00 P.M. Eastern Time on the first (1st) Business Day following the expiration of such response period. Any matters existing as of the Title Objection Date to which Purchaser does not object, shall be deemed Permitted Exceptions. All defects, encumbrances, encroachments or other objections to title that exist as of the Outside Termination Date and which Seller has not in this Contract or in a separate writing expressly agreed to remove, shall be deemed Permitted Exceptions. Following the Outside Termination Date, Purchaser shall notify Seller within five (5) days of becoming aware of any other defects, encumbrances, encroachments or other objections to title that are not Permitted Exceptions. Any defects, encumbrances, encroachments or other objections to title that are not Permitted Exceptions that are not timely objected to in accordance with this Section 8.1 shall be deemed Permitted Exceptions.
For purposes of this Section, “Current Real Estate Taxes” shall mean those ad valorem taxes first becoming delinquent in the calendar year in which the Closing Date occurs. All prior real estate taxes shall be paid by Seller, and all subsequent real estate taxes shall be paid by Purchaser as and when due. All installments of special assessments levied or assessed against the [****] Property of record and due as of the Closing Date shall be paid by Seller. Purchaser shall be responsible for all special assessments levied or assessed against the Property subsequent to Closing.
receipt of written notice from Seller specifying such default in reasonable detail (provided that no notice or cure period shall apply to Purchaser’s failure to deliver the Deposit or close on the date scheduled for Closing including Purchaser’s failure to deliver the balance of the Purchase Price when due), Seller may elect to cancel this Contract by giving notice to Purchaser and Escrowee. The parties hereto agree that the damages that Seller will sustain as a result of such default will be substantial but will be difficult to ascertain. Accordingly, the parties agree that in the event that Seller shall elect to terminate this Contract as a result of such default, Escrowee is hereby directed to pay the Deposit to Seller, who shall retain the Deposit as and for its liquidated damages and sole remedy hereunder, in which event this Contract shall be null and void and of no further force or effect except that this provision shall not waive or affect those provisions expressly stated to survive the termination of this Contract or limit Purchaser’s liability to Seller for any breach by Purchaser of the Access Agreement that expressly survives termination of the Access Agreement.
In the event that the Property, or any part thereof, shall be damaged or destroyed by fire or any other casualty (“Casualty”) prior to the Closing Date, Seller shall give Purchaser prompt written notice of such event together with an estimate of the cost and time to restore prepared by an independent insurance examiner or engineer selected by Seller and reasonably approved by Purchaser. If, as a result of a Casualty, a Master Tenants covering ten percent (10%) or more of the square footage of the Properties has the right to terminate its Master Lease and actually terminates a Master Lease (a “Casualty Termination Event”), Purchaser may cancel this Contract by notice to Seller within ten (10) days after receipt of notice from Seller specifying the Casualty Termination Event, in which event this Contract shall be deemed terminated and of no force and effect and neither party shall have any further rights or liabilities against or to the other except for those provisions expressly stated to survive the termination of this Contract and Seller shall cause the return of the Deposit to Purchaser. If there is no Casualty Termination Event or if Purchaser does not timely elect to cancel the Contract in the event of a Casualty Termination Event, this Contract shall remain in full force and effect and Purchaser shall receive a credit against the Purchase Price in the amount of any deductible or self-insured retention under Seller’s insurance policies and shall be entitled to any insurance proceeds, including rent loss and business interruption proceeds attributable to Purchaser’s ownership, payable to the applicable Seller on account of such Casualty, less such sums, if any, as shall have been actually and reasonably incurred by such Seller or expended by such Seller in connection with the repair or restoration of such Casualty or the prosecution of such claim.
Contract, without the consent of Seller, to an affiliate, corporation, partnership or other entity in which Purchaser owns and controls a greater than 50% economic and managerial interest, provided assignee assumes in writing all of the obligations of Purchaser to be performed under this Contract in a form reasonably acceptable to Seller and an original of such fully executed assignment and assumption agreement is delivered to Seller at least ten (10) Business Days prior to the Closing. Purchaser shall not assign this Contract to an entity or individual which would make any of the statements, representations or warranties set forth in Section 6.5 of this Contract untrue or incorrect and any such assignment shall be null and void and without force and effect. Purchaser shall be solely responsible for, and shall indemnify, defend and hold Seller harmless from, any transfer taxes imposed upon or in connection with any assignment of this Contract or any portion thereof. No assignment of this Contract shall relieve Purchaser from any of its obligations set forth herein arising prior to or after the effective date of the assignment. To the extent Purchaser shall assign any of its rights under this Contract pursuant to this Section 13.2, such assignment shall be for no consideration and Purchaser shall be responsible to pay for one hundred percent (100%) of any additional real property transfer, conveyance of recording taxes (or the like) imposed by the applicable government authority that may be assessed in connection with the assignment of this Contract by Purchaser, and shall indemnify and hold harmless Seller from and against all such transfer taxes and the like against Seller as a result of an assignment of this Contract by Purchaser. The provisions of this Section shall survive the Closing or termination of this Contract and shall not be subject to any limitation of liability set forth in this Contract.
SELLER:
[****]
PURCHASER:
Alpine Income Property OP, LP
c/o CTO Realty Growth, Inc.
1140 N. Williamson Blvd., Suite 140
Daytona Beach, [****] 32114
Attention: [****]
Email: [****]
with a copy via email to:
Rodriguez Wright LLP
Attention: [****]
Email: [****] and [****]
ESCROWEE/TITLE COMPANY:
[****]
Notices shall be deemed served (i) three (3) days after mailing, and in the case of overnight courier or hand delivery, on the date actually delivered to or rejected by the intended recipient, and (ii) in the case of electronic mail, upon sender’s receipt of confirmation of such electronic mail, except for notice(s) which advise the other party of a change of address of the party sending such notice or of such party’s attorney, which notice shall not be deemed served until actually received by the party to whom such notice is addressed or delivery is refused by such party. Notices on behalf of the respective parties may be given by their attorneys and such notices shall have the same effect as if in fact subscribed by the party on whose behalf it is given. Notwithstanding the foregoing provisions of this Section (a) notices served by hand delivery shall be deemed served on the date of delivery if delivered at or prior to 5:00 P.M. Eastern Time on a Business Day and on the next Business Day if delivered after 5:00 P.M. Eastern Time on a Business Day or at any time on a non-Business Day and (b) notices served by electronic mail shall be deemed served on the date of transmission if the sender receives confirmation of transmission in the manner set forth above at or prior to 5:00 P.M. Eastern Time on a Business Day and on the next Business Day if the sender receives confirmation of transmission in the manner set forth above after 5:00 P.M. Eastern Time on a Business Day or at any time on a non-Business Day.
(a)Subsurface Sewage Treatment Systems. Solely for purposes of satisfying the requirements of [****] Stat. § 115.55 and solely with respect to Property located in the State of [****], Seller represents that, to Seller’s knowledge and except as set forth in any environmental reports, there is no “subsurface sewage treatment system” (as defined in [****] Stat. Section 115.55, Subdivision 1(g)) on or serving the Property, and sewage generated on the Property goes to a facility permitted by the [****] Pollution Control Agency.
(b)Well Disclosure. Solely for purposes of satisfying the requirements of [****] Stat. Section 103I.235, Subdivision 1(a) and solely with respect to Property located in the State of [****], to Seller’s knowledge and except as set forth in any environmental reports, there are no “Wells” (as defined in [****] Stat. Section 103I.005) on the Property.
(c)Methamphetamine Disclosure. Solely for the purpose of satisfying the requirements of [****] Stat. 152.0275, Subdivision 2(m) and solely with respect to Property located in the State of [****], to Seller’s knowledge, methamphetamine production has not occurred on the Property.
(d)Storage Tanks. Solely for purposes of [****] Stat. Section 116.48 and solely with respect to Property located in the State of [****], to Seller’s knowledge and except as set forth in any environmental reports, there are no underground or above ground storage tanks located on the Property.
(e)The representations made in this Section 13.24 shall be subject to all of the qualifications and limitations to which the representations of Seller in Section 6.1 of this Contract are subject.
[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the parties hereto have duly executed this Contract the day and year first above written.
I.D. No: [_________][****]
By: [****], a [****] limited liability company, its sole member
By: [****], a [****] series limited liability company,
its managing member
By: [****]
Name: [****]
Title: [****]
I.D. No.: _____________ALPINE INCOME PROPERTY OP, LP,
a [****] limited partnership
By:Alpine Income Property GP, LLC,
a [****] limited liability company,
its general partner
By:Alpine Income Property Trust, Inc.,
a [****] corporation,
its sole member
By: /s/ Steven R. Greathouse
Name: Steven R. Greathouse
Title: Senior Vice President
As to Section 4:
[****], Escrowee
_________________________________________________
SCHEDULE A-2
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-3
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-4
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-5
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-6
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-7
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-8
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-9
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-10
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-11
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-12
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE A-13
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
Description of Property
[****]
SCHEDULE E
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
ALLOCATION OF TRANSFER TAX
[****]
SCHEDULE F
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
ALLOCATION OF PURCHASE PRICE
[****]
EXHIBIT 10
ATTACHED TO AND FORMING PART OF THE CONTRACT BETWEEN
[****], AS SELLER
AND
ALPINE INCOME PROPERTY OP, LP, AS PURCHASER
[****]
EXHIBIT 11: PAGE 1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated October 9, 2026, with respect to the historical summary of revenues and direct expenses of the Portfolio for the year ended December 31, 2025, included in the Form 8-K of Alpine Income Property Trust, Inc. filed with the Securities and Exchange Commission on October 9, 2026. We consent to the incorporation by reference of said report in the Registration Statements of Alpine Income Property Trust, Inc. on Form S-3 (File No. 333-274724 and File No. 333-299114) and Form S-8 (File No. 333-235256).
/S/ GRANT THORNTON LLP
Charlotte, North Carolina
October 9, 2026
Exhibit 99.1
Report of Independent Certified Public Accountants
Board of Directors and Stockholders
Alpine Income Property Trust, Inc.
Opinion
We have audited the Historical Summary of Revenues and Direct Expenses (the “Historical Summary”) of an industrial portfolio of 13 properties located across 11 states (the “Portfolio), for the year ended December 31, 2025, and the related notes.
In our opinion, the accompanying Historical Summary presents fairly, in all material respects, the revenues and direct expenses of the Portfolio for the year ended December 31, 2025, in accordance with accounting principles generally accepted in the United States of America.
Basis for opinion
We conducted our audit of the Historical Summary in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Alpine Income Property Trust, Inc. and the Portfolio and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of matter
We draw attention to Note 2 to the Historical Summary, which describes that the accompanying Historical Summary was prepared for the purposes of complying with certain rules and regulations of the Securities and Exchange Commission (for inclusion in the Current Report on Form 8-K of Alpine Income Property Trust, Inc.) and is not intended to be a complete presentation of the Portfolio’s revenues and expenses. Our opinion is not modified with respect to this matter.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the Historical Summary in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the Historical Summary that is free from material misstatement, whether due to fraud or error.
In preparing the Historical Summary, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Portfolio’s ability to continue as a going concern for one year after the date the financial statements are issued.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the Historical Summary as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the Historical Summary.
In performing an audit in accordance with US GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the Historical Summary, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the Historical Summary. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Portfolio’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/S/ GRANT THORNTON LLP
Charlotte, North Carolina
October 9, 2026
HISTORICAL SUMMARY OF REVENUES AND DIRECT EXPENSES
For the Six Months Ended June 30, 2026 (Unaudited) and the Year Ended December 31, 2025
(In thousands)
Six Months Ended June 30, 2026 (Unaudited) | |||
Revenues: |
|
|
|
Lease Income |
| $ | 4,626 |
Total Revenues |
|
| 4,626 |
Direct Expenses: |
|
| |
Real Estate Expenses |
|
| 88 |
Total Direct Expenses |
|
| 88 |
Net Income |
| $ | 4,538 |
Year Ended December 31, 2025 | |||
Revenues: |
|
|
|
Lease Income |
| $ | 8,877 |
Total Revenues |
|
| 8,877 |
Direct Expenses: |
|
| |
Real Estate Expenses |
|
| 156 |
Total Direct Expenses |
|
| 156 |
Net Income |
| $ | 8,721 |
The accompanying notes are an integral part of this historical summary of revenues and direct expenses.
Notes to Historical Summary of Revenues and Direct Expenses
For the Six Months Ended June 30, 2026 (Unaudited) and the Year Ended December 31, 2025
NOTE 1. BUSINESS AND ORGANIZATION
On October 5, 2026, Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), through a wholly owned subsidiary of the Company’s operating partnership, entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner for the purchase of a 13-property portfolio of industrial properties located across 11 states (the “Portfolio”) for an aggregate purchase price of $117.3 million. On October 9, 2026, the Company’s $1.0 million earnest money deposit for the acquisition of the Portfolio became non-refundable, and the Company now deems the closing of the acquisition of the Portfolio to be probable. However, certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, as of the date of this Historical Summary (hereinafter defined), there can be no assurance that the Company will acquire the Portfolio.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying historical summary of revenues and direct expenses (the “Historical Summary”) includes the operations of the Portfolio and has been prepared for the purpose of complying with Rule 8-06 of Regulation S-X promulgated under the Securities Act of 1933, as amended. Accordingly, the Historical Summary is not representative of the actual operations for the periods presented as revenues, and certain operating expenses, which may not be directly attributable to the revenues and expenses expected to be incurred in the future operations of the Portfolio, have been excluded. Such items include depreciation, amortization, interest expense, interest income, and amortization of above- and below-market leases.
PROPERTY LEASE REVENUE
The rental arrangements associated with tenants of the Portfolio are classified as operating leases. Accordingly, base rental income is recognized on a straight-line basis over the terms of the respective leases.
USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that, in certain circumstances, may affect the reported revenues. Actual results could materially differ from these estimates.
NOTE 3. REVENUE RECOGNITION
Leasing revenue consists of long-term rental revenue, which is recognized as earned, using the straight-line method over the life of each lease. Leasing revenues totaled $4.6 million and $8.9 million during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively.
NOTE 4. MINIMUM FUTURE RENTAL RECEIPTS
Minimum future rental receipts under non-cancelable operating leases having remaining terms in excess of one year subsequent to June 30, 2026 are summarized as follows (in thousands). The amounts below exclude lease payments that are not fixed and determinable, such as future rent increases based on changes in the Consumer Price Index ("CPI") or other indices. Certain leases in the Portfolio provide for annual rent increases based on changes in CPI, and such increases are not included in the amounts below.
Year Ending December 31, |
|
|
|
Remaining 2026 |
| $ | 4,798 |
2027 |
|
| 9,668 |
2028 |
|
| 9,766 |
2029 |
|
| 9,866 |
2030 |
|
| 9,970 |
2031 |
|
| 10,076 |
2032 and thereafter (cumulative) |
|
| 54,295 |
Total |
| $ | 108,439 |
NOTE 5. CONCENTRATION OF CREDIT RISK
Certain concentrations that make up more than 10% of the Portfolio’s square footage and revenues are described below:
| ● | Square Footage Concentrations. As of June 30, 2026 and December 31, 2025, properties located in Pennsylvania, Arkansas, and Florida represented 18.5%, 13.3%, and 12.1%, respectively, of the Portfolio’s aggregate square footage. |
| ● | Revenue Concentrations. Certain tenants within the Portfolio accounted for more than 10% of the total revenues presented in the Historical Summary. Tenant A accounted for 35.0% and 36.5% of total revenues during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. Tenant B accounted for 19.8% and 11.2% of total revenues during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. Tenant C accounted for 10.3% and 10.8% of total revenues during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. Tenant D accounted for less than 10.0% and 10.4% of total revenues during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. |
NOTE 6. SUBSEQUENT EVENTS
Subsequent events and transactions were evaluated through October 9, 2026, the date on which the Historical Summary was issued. There were no reportable subsequent events or transactions.
Exhibit 99.2
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
On October 5, 2026, Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), through a wholly owned subsidiary of the Company’s operating partnership, entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner for the purchase of a 13-property portfolio of industrial properties located across 11 states (the “Portfolio”) for an aggregate purchase price of $117.3 million. On October 9, 2026, the Company’s $1.0 million earnest money deposit for the acquisition of the Portfolio became non-refundable, and the Company now deems the closing of the acquisition of the Portfolio to be probable. The Company expects to close the purchase of the Portfolio in the fourth quarter of 2026; however, certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, there can be no assurance that the Company will acquire the Portfolio. The Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange. For purposes of these unaudited pro forma consolidated financial statements, the Company has assumed funding the acquisition of the Portfolio entirely with proceeds from the Company’s revolving credit facility.
The following unaudited pro forma consolidated balance sheet as of June 30, 2026, unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 (collectively, the “Unaudited Pro Forma Financials”) give effect to the acquisition of the Portfolio. The adjustments in the Unaudited Pro Forma Financials are referred to herein as the “Portfolio Acquisition Transaction Accounting Adjustments.”
Transaction Accounting Adjustments
The Unaudited Pro Forma Financials present the effects of the Portfolio acquisition as though it occurred on January 1, 2025, the beginning of the earliest applicable reporting period.
Unaudited Pro Forma Financials
The Unaudited Pro Forma Financials are based on estimates and assumptions as of the date of this Current Report on Form 8-K set forth in the notes to the Unaudited Pro Forma Financials, which are preliminary and have been made solely for the purpose of developing such pro forma information. The Unaudited Pro Forma Financials are not necessarily indicative of the financial position or operating results that would have been achieved had the Portfolio acquisition occurred on the date indicated, nor are they necessarily indicative of the Company’s future financial position or operating results. Assumptions underlying the adjustments to the Unaudited Pro Forma Financials are described in the accompanying notes, which should be read in conjunction with the Unaudited Pro Forma Financials.
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2026
(In thousands, except share and per share data)
| Historical |
| Portfolio Acquisition Transaction Accounting Adjustments |
| Notes |
| Pro Forma | |||
ASSETS |
|
|
|
|
|
|
|
|
| |
Real Estate: |
|
|
|
|
|
|
|
|
|
|
Land, at Cost | $ | 166,572 |
| $ | 27,877 |
| [A] |
| $ | 194,449 |
Building and Improvements, at Cost |
| 349,449 |
|
| 78,583 |
| [A] |
|
| 428,032 |
Total Real Estate, at Cost |
| 516,021 |
|
| 106,460 |
|
|
|
| 622,481 |
Less, Accumulated Depreciation |
| (62,863) |
|
| — |
|
|
|
| (62,863) |
Real Estate—Net |
| 453,158 |
|
| 106,460 |
|
|
|
| 559,618 |
Assets Held For Sale |
| 375 |
|
| — |
|
|
|
| 375 |
Commercial Loans and Investments |
| 238,575 |
|
| — |
|
|
|
| 238,575 |
Cash and Cash Equivalents |
| 2,778 |
|
| — |
|
|
|
| 2,778 |
Restricted Cash |
| 23,296 |
|
| — |
|
|
|
| 23,296 |
Intangible Lease Assets—Net |
| 46,151 |
|
| 15,765 |
| [A] |
|
| 61,916 |
Straight-Line Rent Adjustment |
| 2,406 |
|
| — |
|
|
|
| 2,406 |
Other Assets |
| 14,774 |
|
| — | 14,774 | ||||
Total Assets | $ | 781,513 |
| $ | 122,225 |
|
|
| $ | 903,738 |
See accompanying notes to unaudited pro forma consolidated financial statements.
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET (continued)
AS OF JUNE 30, 2026
(In thousands, except share and per share data)
| Historical |
| Portfolio Acquisition Transaction Accounting Adjustments |
| Notes |
| Pro Forma | |||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Accounts Payable, Accrued Expenses, and Other Liabilities | $ | 14,093 |
| $ | — | | $ | 14,093 | ||
Prepaid Rent and Deferred Revenue |
| 17,661 |
|
| — |
|
|
|
| 17,661 |
Intangible Lease Liabilities—Net |
| 4,602 |
|
| 4,339 |
| [A] |
|
| 8,941 |
Obligation Under Participation Agreement |
| 19,062 |
|
| — |
|
|
|
| 19,062 |
Long-Term Debt |
| 367,552 |
|
| 117,886 |
| [B] |
|
| 485,438 |
Total Liabilities |
| 422,970 |
|
| 122,225 |
|
|
|
| 545,195 |
Commitments and Contingencies |
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
|
|
Preferred Stock, 100 million shares authorized, $0.01 par value, 8.00% Series A Cumulative Redeemable Preferred Stock, $25.00 Per Share Liquidation Preference, 2,425,868 shares issued and outstanding as of June 30, 2026 |
| 24 |
|
| — |
|
|
|
| 24 |
Common Stock, $0.01 par value per share, 500 million shares authorized, 17,595,168 shares issued and outstanding as of June 30, 2026 |
| 176 |
|
| — |
|
|
|
| 176 |
Additional Paid-in Capital |
| 375,337 |
|
| — |
|
|
|
| 375,337 |
Dividends in Excess of Net Income |
| (41,394) |
|
| — |
|
|
|
| (41,394) |
Accumulated Other Comprehensive Income |
| 3,148 |
|
| — |
|
|
|
| 3,148 |
Stockholders' Equity |
| 337,291 |
|
| — |
|
|
|
| 337,291 |
Noncontrolling Interest |
| 21,252 |
|
| — |
|
|
|
| 21,252 |
Total Equity |
| 358,543 |
|
| — |
|
|
|
| 358,543 |
Total Liabilities and Equity | $ | 781,513 |
| $ | 122,225 |
|
|
| $ | 903,738 |
See accompanying notes to unaudited pro forma consolidated financial statements.
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(In thousands, except share and per share data)
Historical | Portfolio Acquisition Transaction Accounting Adjustments | Notes | Pro Forma | |||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
Lease Income | $ | 25,239 |
| $ | 5,267 |
| [A] [B] |
| $ | 30,506 |
Interest Income From Commercial Loans and Investments |
| 13,089 |
|
| — |
|
|
|
| 13,089 |
Other Revenue |
| 80 |
|
| — |
|
|
|
| 80 |
Total Revenues |
| 38,408 |
|
| 5,267 |
|
|
|
| 43,675 |
Operating Expenses: | ||||||||||
Real Estate Expenses |
| 4,387 |
|
| 88 |
| [A] |
|
| 4,475 |
General and Administrative Expenses |
| 3,887 |
|
| — |
|
|
|
| 3,887 |
Provision for Impairment |
| 885 |
|
| — |
|
|
|
| 885 |
Depreciation and Amortization |
| 14,020 |
| 3,245 | [B] |
| 17,265 | |||
Total Operating Expenses |
| 23,179 |
|
| 3,333 |
|
|
|
| 26,512 |
Gain on Disposition of Assets |
| 97 |
| — |
| 97 | ||||
Net Income from Operations |
| 15,326 |
|
| 1,934 |
|
|
|
| 17,260 |
Investment and Other Income | 455 | — | 455 | |||||||
Interest Expense |
| (8,932) |
|
| (2,965) |
| [C] |
|
| (11,897) |
Net Income (Loss) |
| 6,849 |
| (1,031) |
| 5,818 | ||||
Less: Net Loss (Income) Attributable to Noncontrolling Interest |
| (473) |
|
| 67 |
| [D] |
|
| (406) |
Net Income (Loss) Attributable to Alpine Income Property Trust, Inc. | 6,376 | (964) | 5,412 | |||||||
Less: Distributions to Preferred Stockholders |
| (2,309) |
|
| — |
|
|
|
| (2,309) |
Net Income (Loss) Attributable to Common Stockholders | $ | 4,067 | $ | (964) | $ | 3,103 | ||||
|
|
|
|
|
|
|
|
|
|
|
Per Common Share Data: |
|
|
|
|
|
|
|
|
|
|
Net Income (Loss) Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
|
|
Basic | $ | 0.25 |
| $ | (0.06) |
|
|
| $ | 0.19 |
Diluted | $ | 0.23 |
| $ | (0.05) |
|
|
| $ | 0.18 |
Weighted Average Number of Common Shares: |
|
|
|
|
|
|
|
|
|
|
Basic |
| 16,310,036 |
|
| 16,310,036 |
|
|
|
| 16,310,036 |
Diluted |
| 17,533,890 |
|
| 17,533,890 |
|
|
|
| 17,533,890 |
See accompanying notes to unaudited pro forma consolidated financial statements.
ALPINE INCOME PROPERTY TRUST, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(In thousands, except share and per share data)
Historical | Portfolio Acquisition Transaction Accounting Adjustments | Notes | Pro Forma | |||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
Lease Income | $ | 48,657 |
| $ | 10,532 |
| [A][B] |
| $ | 59,189 |
Interest Income From Commercial Loans and Investments |
| 11,350 |
|
| — |
|
|
|
| 11,350 |
Other Revenue |
| 525 |
|
| — |
|
|
|
| 525 |
Total Revenues |
| 60,532 |
|
| 10,532 |
|
|
|
| 71,064 |
Operating Expenses: | ||||||||||
Real Estate Expenses |
| 7,956 |
|
| 156 |
| [A] |
|
| 8,112 |
General and Administrative Expenses |
| 6,709 |
|
| — |
|
|
|
| 6,709 |
Provision for Impairment |
| 7,416 |
|
| — |
|
|
|
| 7,416 |
Depreciation and Amortization |
| 27,383 |
| 6,490 | [B] |
| 33,873 | |||
Total Operating Expenses |
| 49,464 |
|
| 6,646 |
|
|
|
| 56,110 |
Gain on Disposition of Assets |
| 2,070 |
| — |
| 2,070 | ||||
Net Income from Operations |
| 13,138 |
|
| 3,886 |
|
|
|
| 17,024 |
Investment and Other Income | 242 | — |
|
|
|
| 242 | |||
Interest Expense |
| (16,265) |
|
| (6,625) |
| [C] |
|
| (22,890) |
Net Loss |
| (2,885) |
| (2,739) |
| (5,624) | ||||
Less: Net Loss Attributable to Noncontrolling Interest |
| 228 |
|
| 209 |
| [D] |
|
| 437 |
Net Loss Attributable to Alpine Income Property Trust, Inc. | (2,657) | (2,530) | (5,187) | |||||||
Less: Distributions to Preferred Stockholders |
| (552) |
|
| — |
|
|
|
| (552) |
Net Loss Attributable to Common Stockholders | $ | (3,209) | $ | (2,530) | $ | (5,739) | ||||
|
|
|
|
|
|
|
|
|
|
|
Per Common Share Data: |
|
|
|
|
|
|
|
|
|
|
Net Loss Attributable to Common Stockholders |
|
|
|
|
|
|
|
|
|
|
Basic | $ | (0.22) |
| $ | (0.18) |
|
|
| $ | (0.40) |
Diluted | $ | (0.21) |
| $ | (0.16) |
|
|
| $ | (0.37) |
Weighted Average Number of Common Shares: |
|
|
|
|
|
|
|
|
|
|
Basic |
| 14,328,451 |
|
| 14,328,451 |
|
|
|
| 14,328,451 |
Diluted |
| 15,552,305 |
|
| 15,552,305 |
|
|
|
| 15,552,305 |
See accompanying notes to unaudited pro forma consolidated financial statements.
ALPINE INCOME PROPERTY TRUST, INC.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The unaudited pro forma consolidated balance sheet as of June 30, 2026, unaudited pro forma consolidated statement of operations for the six months ended June 30, 2026, and unaudited pro forma consolidated statement of operations for the year ended December 31, 2025 (collectively, the “Unaudited Pro Forma Financials”) give effect to the acquisition of the Portfolio as though it had occurred on January 1, 2025, the beginning of the earliest applicable reporting period. The adjustments in the Unaudited Pro Forma Financials are referred to herein as the “Portfolio Acquisition Transaction Accounting Adjustments.”
The Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange. For purposes of the Unaudited Pro Forma Financials, the Company has assumed funding the acquisition of the Portfolio entirely with proceeds from the Company’s revolving credit facility.
Unaudited Pro Forma Financials. The Unaudited Pro Forma Financials are based on estimates and assumptions as of the date of this Current Report on Form 8-K set forth in the notes to the Unaudited Pro Forma Financials, which are preliminary and have been made solely for the purpose of developing such pro forma information. The Unaudited Pro Forma Financials are not necessarily indicative of the financial position or operating results that would have been achieved had the Portfolio acquisition occurred on the date indicated, nor are they necessarily indicative of the Company’s future financial position or operating results. Assumptions underlying the adjustments to the Unaudited Pro Forma Financials are described in the accompanying notes, which should be read in conjunction with the Unaudited Pro Forma Financials.
NOTE 2. PRO FORMA ADJUSTMENTS
Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2026
[A] Represents the fair value of the real estate in the Portfolio acquisition expected to be acquired subsequent to June 30, 2026, which are allocated to the to-be acquired tangible assets, consisting of land, building and improvements, and identified intangible lease assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs. The fair value allocation was provided by a third-party valuation company.
The following represents the allocation of total estimated acquisition costs for the Portfolio, comprised of the estimated purchase price and estimated capitalized acquisition costs, which acquisition is expected to occur subsequent to June 30, 2026 (in thousands):
Allocation of Purchase Price: |
|
| |
Land, at Cost |
| $ | 27,877 |
Building and Improvements, at Cost |
|
| 78,583 |
Intangible Lease Assets |
|
| 15,765 |
Intangible Lease Liabilities |
|
| (4,339) |
Total Acquisition Cost - Purchase Price plus Acquisition Costs |
| $ | 117,886 |
[B] Represents the sources of funds related to the Portfolio acquisition, which is expected to close in the fourth quarter of 2026. For purposes of these Unaudited Pro Forma Financials, the Company has assumed funding the acquisition of the Portfolio entirely with proceeds from the Company’s revolving credit facility; however, the Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange.
Unaudited Pro Forma Consolidated Statement of Operations for the Six Months Ended June 30, 2026
[A] Represents adjustments to income property revenues totaling $5.3 million, based on the calculation of rent on a straight-line basis utilizing the existing lease terms, and related direct expenses totaling $0.1 million for the six months ended June 30, 2026. The Company recognizes rental revenue from operating leases on a straight-line basis over the life of the related leases. The pro forma adjustments reflect the estimated incremental straight-line rental income to be recognized over the remaining life of the leases at the Portfolio as of the acquisition dates as though they had occurred on January 1, 2025, as compared to the straight-line rental income that had been recorded in the Historical Summary of Revenues and Direct Expenses of the Portfolio filed herewith on October 9, 2026 as Exhibit 99.1 to the Company’s Current Report on Form 8-K.
[B] Represents depreciation and amortization of real estate acquired related to the Portfolio which totaled $3.2 million for the six months ended June 30, 2026 based on the estimated remaining economic useful life for tangible assets and the weighted average remaining lease term for the related intangible assets and intangible liabilities. Capitalized above-and below-market lease values are amortized as a decrease or increase, respectively, to income property revenues which totaled $0.1 million, in the aggregate, for the six months ended June 30, 2026 and is included in the $5.3 million increase to income property revenues referred to in Note [A] above.
[C] Represents additional interest expense of $3.0 million related to an anticipated draw on the Company’s revolving credit facility totaling $117.9 million in connection with the expected acquisition of the Portfolio. For purposes of these Unaudited Pro Forma Financials, the Company has assumed funding the acquisition of the Portfolio entirely with proceeds from the Company’s revolving credit facility; however, the Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange.
[D] Represents the allocation of net income attributable to the noncontrolling interest.
Unaudited Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2025
[A] Represents adjustments to income property revenues totaling $10.5 million, based on the calculation of rent on a straight-line basis utilizing the existing lease terms, and related direct expenses totaling $0.2 million for the year ended December 31, 2025. The Company recognizes rental revenue from operating leases on a straight-line basis over the life of the related leases. The pro forma adjustments reflect the estimated incremental straight-line rental income to be recognized over the remaining life of the leases at the Portfolio as of the acquisition dates as though they had occurred on January 1, 2025, as compared to the straight-line rental income that had been recorded in the Historical Summary of Revenues and Expenses of the Portfolio filed herewith on October 9, 2026 as Exhibit 99.1 to the Company’s Current Report on Form 8-K.
[B] Represents depreciation and amortization of real estate acquired related to the Portfolio which totaled $6.5 million, for the year ended December 31, 2025 based on the estimated remaining economic useful life for tangible assets and the weighted average remaining lease term for the related intangible assets and intangible liabilities. Capitalized above-and below-market lease values are amortized as a decrease or increase, respectively, to income property revenues which totaled $0.2 million, in the aggregate, for the year ended December 31, 2025 and is included in the $10.5 million increase to income property revenues referred to in Note [A] above.
[C] Represents additional interest expense of $6.6 million related to an anticipated draw on the Company’s revolving credit facility totaling $117.9 million in connection with the expected acquisition of the Portfolio. For purposes of these Unaudited Pro Forma Financials, the Company has assumed funding the acquisition of the Portfolio entirely
with proceeds from the Company’s revolving credit facility; however, the Company may fund the acquisition of the Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility and/or other borrowings, (c) proceeds from offerings of the Company’s securities, and/or (d) proceeds from future dispositions of income properties by the Company through structuring the acquisition as a reverse like-kind exchange.
[D] Represents the allocation of net income attributable to the noncontrolling interest.
Exhibit 99.3
Press Release
| |
FOR IMMEDIATE RELEASE | ALPINE INCOME PROPERTY TRUST ANNOUNCES AGREEMENT TO ACQUIRE 13-PROPERTY INDUSTRIAL PORTFOLIO FOR $117.3 MILLION |
WINTER PARK, FL, October 9, 2026 – Alpine Income Property Trust, Inc. (NYSE: PINE) (the "Company"), an owner and operator of single-tenant net leased commercial income properties, today announced that it has entered into an agreement to acquire a 13-property industrial portfolio for $117.3 million, or $63 per square foot.
The portfolio totals approximately 1.9 million square feet on approximately 209 acres across 11 states. The properties are 100% leased to nine tenants under absolute triple-net leases with a weighted average remaining lease term of 10.2 years, and no lease expires before late 2031. The tenants have operated at their respective sites for an average of approximately 40 years, and many have made significant investments in their facilities. Approximately 19% of in-place cash rent is attributable to tenants that are rated investment grade or are subsidiaries of investment grade rated parents.
"This acquisition will add a portfolio of mission-critical manufacturing and distribution facilities, at a low basis with 10 years of weighted average lease term remaining," said John P. Albright, President and Chief Executive Officer of Alpine Income Property Trust. "We believe that the investment will deliver an attractive initial yield, and that the annual rent escalators built into the leases will support future cash flow growth."
The acquisition is expected to close in the fourth quarter of 2026, subject to the satisfaction of customary closing conditions. The Company expects to fund the acquisition with borrowings under its revolving credit facility, proceeds from select dispositions, and commercial loan repayments.
About Alpine Income Property Trust, Inc.
Alpine Income Property Trust, Inc. (NYSE: PINE) is a publicly traded real estate investment trust that seeks to deliver attractive risk-adjusted returns and dependable cash dividends by investing in, owning and operating a portfolio of single tenant net leased commercial income properties that are predominately leased to high-quality publicly traded and credit-rated tenants. The Company also complements its income property portfolio by strategically investing in a select portfolio of commercial loan investments intended to deliver an attractive risk-adjusted return.
We encourage you to review our most recent investor presentation which is available on our website at http://www.alpinereit.com.
Safe Harbor
This press release may contain “forward-looking statements.” Forward-looking statements include statements that may be identified by words such as “outlook,” “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects” and similar references to future periods, or by the inclusion of forecasts or projections. Statements, among others, relating to the expected closing of the Company’s acquisition of the industrial portfolio and future cash flow growth are forward-looking statements. Forward-looking statements are based on the Company’s current expectations and assumptions regarding capital market conditions, the Company’s business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include general business and economic conditions, continued volatility and uncertainty in the credit markets and broader financial markets, geopolitical conflicts, tariffs and international trade policies, risks inherent in the real estate business, including tenant or borrower defaults, potential liability relating to environmental matters, credit risk associated with the Company investing in commercial loans and investments, illiquidity of real estate investments and potential damages from natural disasters, the impact of epidemics or pandemics on the Company’s business and the businesses of its tenants and borrowers and the impact of such epidemics or pandemics on the U.S. economy and market conditions generally, other factors affecting the Company’s business or the businesses of its tenants and borrowers that are beyond the control of the Company or its tenants or borrowers, and the factors set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and other risks and uncertainties discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Contact:
Investor Relations
ir@alpinereit.com