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Alpine Income Property Trust, Inc.

For the period ended Mar 31, 2026. Filed Apr 23, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed Apr 23, 2026

PINE$16.62-0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-10-23.

0001104659-25-101839

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-04-23.

0001104659-26-047718

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 81 previous paragraphs and 58 current paragraphs.

38 unchanged; 16 reworded; 4 added; 18 removed; 9 previous and 0 current paragraphs rearranged.

Tables are not compared: 6 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

During the three months ended March 31, 2026, the Company acquired one property for a purchase price of $10.0 million through a sale-leaseback transaction that includes a tenant repurchase option. Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases, GAAP requires that the $10.0 million investment be accounted for as a financing arrangement, and accordingly the related assets and corresponding revenue are included in the Company’s commercial loans and investments in the accompanying consolidated balance sheets and consolidated statement of operations. During the three months ended March 31, 2026, the Company sold three properties for an aggregate sales price of $5.8 million, generating aggregate gains on sale of $0.1 million.

Current report

During the three months ended March 31, 2026, the Company sold three properties for an aggregate sales price of $5.8 million, generating aggregate gains on sale of $0.1 million. During the three months ended March 31, 2025, the Company sold three properties for an aggregate sales price of $11.7 million, generating aggregate gains on sale of $1.2 million.

Current report

*Acquisitions and Dispositions.*As further described in Note 3, “Property Portfolio,” during the three months ended March 31, 2026, the Company acquired one property for a purchase price of $10.0 million through a sale-leaseback transaction that includes a tenant repurchase option. Due to the existence of the tenant repurchase option, and pursuant to FASB ASC Topic 842, Leases, GAAP requires that the $10.0 million investment be accounted for as a financing arrangement, and accordingly the related assets and corresponding revenue are included in the Company’s commercial loans and investments in the accompanying consolidated balance sheets and consolidated statement of operations. During the three months ended March 31, 2026, the Company sold three properties for an aggregate sales price of $5.8 million, generating aggregate gains on sale of $0.1 million.

Current report

*ATM Program.*During the three months ended March 31, 2026, the Company sold 1,661,724 shares under the 2022 ATM Program for gross proceeds of $32.1 million at a weighted average price of $19.31 per share, generating net proceeds of $31.6 million after deducting transaction fees totaling $0.5 million. During the three months ended March 31, 2026, the Company sold 186,238 shares under the 2025 Preferred Stock ATM Program for gross proceeds of $4.7 million at a weighted average price of $25.17 per share, generating net proceeds of $4.6 million after deducting transaction fees totaling less than $0.1 million.
Removed paragraphs (18)

Previous report

During the nine months ended September 30, 2025, the Company acquired five properties for an aggregate purchase price of $60.8 million, or a cost of $61.1 million including capitalized acquisition costs. During the nine months ended September 30, 2025, the Company sold 11 properties for an aggregate sales price of $34.3 million, generating aggregate gains on sale of $2.0 million.

Previous report

As further described in Note 7, “Provision for Impairment,” during the three months ended September 30, 2025, the Company recorded a $1.9 million impairment charge representing the provision for losses related to a certain income property, for which the Company’s current intent is to dispose of such property inorder to facilitate the re-investment of the proceeds therefrom into new investment opportunities, anda $0.1 million adjustment to the provision for impairment representing the reduction incurrent expected credit losses (“CECL”) reserve related to our commercial loans and investments due to the decrease in principal outstanding as compared to June 30, 2025. During the three months ended September 30, 2024, the Company recorded a $0.4 million impairment charge which represents the increase in the CECL reserve related to our commercial loans and investments.

Previous report

During the three months ended September 30, 2025, the Company sold three properties for an aggregate sales price of $6.2 million, generating an aggregate loss on sale of less than $0.1 million. During the three months ended September 30, 2024, the Company sold eight properties for an aggregate sales price of $48.6 million, generating aggregate gains on sale of $3.4 million.

Previous report

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Previous report

General and administrative expenses totaled $5.1 million and $5.0 million during the nine months ended September 30, 2025 and 2024, respectively. The $0.1 million increase is primarily the result of increases in the management fee and director compensation, partially offset by a decrease in corporate legal and consulting fees.

Previous report

During the nine months ended September 30, 2025, the Company sold 11 properties for an aggregate sales price of $34.3 million, generating aggregate gains on sale of $2.0 million. During the nine months ended September 30, 2024, the Company sold 10 properties for an aggregate sales price of $55.2 million, generating aggregate gains on sale of $4.3 million.

Previous report

Investment and other income was relatively flat and totaled $0.2 million during each of the nine month periods ended September 30, 2025 and 2024.

Previous report

Net loss totaled $4.5 million and net income totaled $3.3 million during the nine months ended September 30, 2025 and 2024, respectively. The $7.8 million decrease in net income is attributable to the factors described above, most notably the $5.6 million increase in provision for impairment, the $2.3 million decrease in gains on sale of properties, and an additional $2.9 million increase in interest expense, partially offset by the $5.2 million increase in total revenues.

Previous report

*Acquisitions and Dispositions.*As further described in Note 3, “Property Portfolio,” during the nine months ended September 30, 2025, the Company acquired five properties for an aggregate purchase price of $60.8 million, or a cost of $61.1 million including capitalized acquisition costs, and sold 11 properties for an aggregate sales price of $34.3 million, generating aggregate gains on sale of $2.0 million.

Previous report

*ATM Program.*The Company was not active under the 2022 ATM Program during the nine months ended September 30, 2025.
Reworded paragraphs (16)

Previous wording

As of September 30, 2025, we owned 128 properties, including the three properties classified as commercial loans and investments, with an aggregate gross leasable area of 4.1 million square feet, located in 34 states, with a weighted average remaining lease term of 8.7 years. Our portfolio was 99% occupied as of September 30, 2025.

Current wording

As of March 31, 2026, we owned 125 properties, including the four properties classified as commercial loans and investments, with an aggregate gross leasable area of 4.3 million square feet, located in 31 states, with a weighted average remaining lease term of 9.3 years. Our portfolio was 100% occupied as of March 31, 2026.

Previous wording

We also acquire or originate commercial loans and investments associated with commercial real estate located in the United States. Our investments in commercial loans are generally secured by real estate or the borrower’s pledge of its ownership interest in an entity that owns real estate. As of September 30, 2025, the Company’s commercial loan investments portfolio had a total carrying value of $102.8 million and was comprised of five construction loans, six mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right.

Current wording

We also acquire or originate commercial loans and investments associated with commercial real estate located in the United States. Our investments in commercial loans are generally secured by real estate or the borrower’s pledge of its ownership interest in an entity that owns real estate. As of March 31, 2026, the Company’s commercial loan investments portfolio had a total carrying value of $217.2 million and was comprised of eight construction/redevelopment loans, six mortgage notes, and four properties acquired pursuant to sale-leaseback transactions whereby the tenants have a future repurchase rights.

Previous wording

Revenue from our property operations totaled $36.0 million and $34.5 million during the nine months ended September 30, 2025 and 2024, respectively. The $1.5 million increase in lease income is primarily attributable to an increase in rents due to the volume of property acquisitions versus dispositions. The direct costs of revenues for our income properties totaled $6.0 million and $5.6 million during the nine months ended September 30, 2025 and 2024, respectively. The $0.4 million increase in the direct cost of revenues is reflective of increased reimbursable expenses.

Current wording

Revenue from our property operations totaled $12.6 million and $11.8 million during the three months ended March 31, 2026 and 2025, respectively. The $0.8 million increase in lease income is primarily attributable to an increase in rents due to the volume of property acquisitions versus dispositions. The direct costs of revenues for our income properties totaled $2.3 million and $2.0 million during the three months ended March 31, 2026 and 2025, respectively. The increase in the direct costs of revenues is reflective of the Company’s expanded property portfolio.

Previous wording

Interest income from commercial loans and investments totaled $2.3 million and $1.7 million for the three months ended September 30, 2025 and 2024, respectively. The $0.6 million increase in income is attributable to the expanded portfolio of commercial loans and investments which, as of September 30, 2025, was comprised of five construction loans, six mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right. As of September 30, 2024, the Company’s portfolio of commercial loans and investments was comprised of five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right.

Current wording

Interest income from commercial loans and investments totaled $5.8 million and $2.3 million for the three months ended March 31, 2026 and 2025, respectively. The $3.5 million increase in income is attributable to the expanded portfolio of commercial loans and investments which, as of March 31, 2026, was comprised of eight construction/redevelopment loans, six mortgage notes, and four properties acquired pursuant to sale-leaseback transactions whereby the tenants have a future repurchase rights. As of March 31, 2025, the Company’s portfolio of commercial loans and investments was comprised of six construction loans, two mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right.

Previous wording

General and administrative expenses totaled $1.7 million and $1.8 million during the three months ended September 30, 2025 and 2024, respectively. The $0.1 million decrease is primarily the result of decreases in corporate legal and consulting fees.

Current wording

General and administrative expenses totaled $1.9 million and $1.7 million during the three months ended March 31, 2026 and 2025, respectively. The $0.2 million increase is primarily the result of an increase in the management fee due to an increase in the weighted average of the Company’s equity base.

Previous wording

As further described in Note 7, “Provision for Impairment”, during the nine months ended September 30, 2025, the Company recorded a $6.6 million impairment charge representing the provision for losses related to certain income properties, for which the Company’s current intent is to dispose of such properties inorder to facilitate the re-investment of the proceeds therefrom into new investment opportunities, and a $0.1 million impairment charge which represents the change in our CECL reserve related to our commercial loans and investments. During the nine months ended September 30, 2024, the Company recorded a $0.6 million impairment charge representing the provision for losses related to our income properties, and a $0.5 million impairment charge which represents the change in our CECL reserve related to our commercial loans and investments.

Current wording

During the three months ended March 31, 2026, the Company recorded a $0.5 million impairment charge which represents the CECL reserve related to our commercial loans and investments. During the three months ended March 31, 2025, the Company recorded a $1.8 million impairment charge representing the provision for losses related to certain income properties as further described in Note 7, “Provision for Impairment”, and a $0.2 million impairment charge which represents the CECL reserve related to our commercial loans and investments.

Previous wording

Depreciation and amortization expense totaled $6.6 million and $6.3 million during the three months ended September 30, 2025 and 2024, respectively. The $0.3 million increase in depreciation and amortization expense is reflective of the increase in asset cost basis of the Company’s income property portfolio.

Current wording

Depreciation and amortization expense totaled $7.2 million and $7.3 million during the three months ended March 31, 2026 and 2025, respectively. The $0.1 million decrease in depreciation and amortization expense is reflective of the increase in asset cost basis of the Company’s income property portfolio, offset by an acceleration of $0.4 million of amortization associated with certain intangible lease assets during the three months ended March 31, 2025.

Previous wording

Investment and other income was relatively flat and totaled $0.1 million during each of the three month periods ended September 30, 2025 and 2024.

Current wording

Investment and other income was relatively flat during the three months ended March 31, 2026 and 2025, which totaled $0.1 million in each period.

Previous wording

Interest expense totaled $3.9 million and $3.2 million during the three months ended September 30, 2025 and 2024, respectively. The $0.7 million increase in interest expense is attributable to the higher average outstanding balance on the Company’s Credit Facility as well as an increase in the fixed interest for the 2027 Term Loan effective in November of 2024. The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments during the nine months ended September 30, 2025.

Current wording

Interest expense totaled $4.4 million and $3.6 million during the three months ended March 31, 2026 and 2025, respectively. The $0.8 million increase in interest expense is attributable to the higher average outstanding balance on the Company’s Revolving Facility. The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments subsequent to the three months ended March 31, 2025.

Previous wording

Net loss totaled $1.4 million and net income totaled $3.4 million during the three months ended September 30, 2025 and 2024, respectively. The $4.8 million decrease in net income is attributable to the factors described above, most notably the $3.5 million decrease of gains on sales of properties, the $1.5 million increase in provision for impairment, as well as the $0.7 million increase in interest expense, which is partially offset by the $1.1 million increase in total revenues.

Current wording

Net income totaled $2.3 million and net loss totaled $1.3 million during the three months ended March 31, 2026 and 2025, respectively. The $3.6 million increase in net income is attributable to the factors described above, most notably the $3.5 million increase in interest income from commercial loans and investments and the $1.5 million decrease in provision for impairment, which is partially offset by the $1.1 million decrease in gains on sales of properties.

Previous wording

Cash totaled $6.6 million as of September 30, 2025, including restricted cash of $5.5 million. See Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance as of September 30, 2025.

Current wording

Cash totaled $27.0 million as of March 31, 2026, including restricted cash of $24.4 million. See Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance as of March 31, 2026.

Previous wording

*Long-Term Debt.*As of September 30, 2025, the commitment level under the Credit Facility was $250.0 million, and the Company had an outstanding balance of $158.5 million and $60.2 million of available capacity. The Company also had $200.0 million in term loans outstanding as of September 30, 2025. See Note 13, “Long-Term Debt” for the Company’s disclosure related to its long-term debt balance at September 30, 2025.

Current wording

*Long-Term Debt.*As of March 31, 2026, the commitment level under the Revolving Facility was $250.0 million, and the Company had an outstanding balance of $161.5 million and $81.2 million of available capacity. The Company also had $200.0 million in term loans outstanding as of March 31, 2026. See Note 13, “Long-Term Debt” for the Company’s disclosure related to its long-term debt balance as of March 31, 2026.

Previous wording

Capital Expenditures. As of September 30, 2025, the Company has committed to fund certain capital improvements related to several properties, which include tenant improvements, landlord work, leasing commissions, and other capital improvements. As of September 30, 2025, the commitments totaled $2.1 million, of which $1.1 million has been paid, leaving a remaining commitment of $1.0 million. The improvements are generally expected to be completed within 12 months of September 30, 2025. Additionally, as of September 30, 2025, the Company has unfunded loan commitments under four of the Company’s five construction loans as described in Note 4, “Commercial Loans and Investments”. The unfunded portion of the construction loans totaled $17.2 million as of September 30, 2025*.*

Current wording

Capital Expenditures. As of March 31, 2026, the Company has committed to fund certain capital improvements related to several properties, which include tenant improvements, landlord work, leasing commissions, and other capital improvements. As of March 31, 2026, the commitments totaled $0.6 million, of which $0.2 million has been paid, leaving a remaining commitment of $0.4 million. The improvements are generally expected to be completed within 12 months of March 31, 2026. Additionally, as of March 31, 2026, the Company has unfunded loan commitments under the Company’s eight construction/redevelopment loans as described in Note 4, “Commercial Loans and Investments”. The unfunded portion of the construction/redevelopment loans totaled $59.1 million as of March 31, 2026*.*

Previous wording

We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, proceeds from the completion of the sale of assets utilizing the reverse like-kind 1031 exchange structure, $90.4 million of availability remaining under the 2022 ATM Program, and $60.2 million of available capacity on the existing $250.0 million Credit Facility.

Current wording

We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, proceeds from the completion of the sale of assets utilizing the reverse like-kind 1031 exchange structure, $47.8 million of availability under the 2022 ATM Program, $28.2 million of availability under the 2025 Preferred Stock ATM Program, and $81.2 million of available capacity on the existing $250.0 million Revolving Facility.

Previous wording

The Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders. These reviews consider various alternatives, including increasing or decreasing regular dividends, repurchasing the Company’s securities, and retaining funds for reinvestment. Annually, the Board reviews our business plan and corporate strategies, and makes adjustments as circumstances warrant. Management’s focus is to continue our strategy of investing in net leased properties by utilizing the capital we raise and available borrowing capacity from the 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.

Current wording

The Board and management consistently review the allocation of capital with the goal of providing the best long-term return for our stockholders. These reviews consider various alternatives, including increasing or decreasing regular dividends, repurchasing the Company’s securities, and retaining funds for reinvestment. Annually, the Board reviews our business plan and corporate strategies, and makes adjustments as circumstances warrant. Management’s focus is to continue our strategy of investing in net leased properties by utilizing the capital we raise and available borrowing capacity from the Revolving Facility to increase our portfolio of income-producing properties, providing stabilized cash flows with strong risk-adjusted returns primarily in larger metropolitan areas and growth markets.

Previous wording

Purchase Accounting for Acquisitions of Real Estate Subject to a Lease. As required by GAAP, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The assumptions underlying the allocation of relative fair values are based on market information including, but not limited to: (i) the estimate of replacement cost of improvements under the cost approach, (ii) the estimate of land values based on comparable sales under the sales comparison approach, and (iii) the estimate of future benefits determined by either a reasonable rate of return over a single year’s net cash flow, or a forecast of net cash flows projected over a reasonable investment horizon under the income capitalization approach. The underlying assumptions are subject to uncertainty and thus any changes to the allocation of fair value to each of the various line items within the Company’s consolidated balance sheets could have an impact on the Company’s financial condition as well as results of operations due to resulting changes in depreciation and amortization as a result of the fair value allocation. The acquisitions of real estate subject to this estimate totaled five properties foran aggregate purchase price of $60.8 million for the nine months ended September 30, 2025.

Current wording

Purchase Accounting for Acquisitions of Real Estate Subject to a Lease. As required by GAAP, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The assumptions underlying the allocation of relative fair values are based on market information including, but not limited to: (i) the estimate of replacement cost of improvements under the cost approach, (ii) the estimate of land values based on comparable sales under the sales comparison approach, and (iii) the estimate of future benefits determined by either a reasonable rate of return over a single year’s net cash flow, or a forecast of net cash flows projected over a reasonable investment horizon under the income capitalization approach. The underlying assumptions are subject to uncertainty and thus any changes to the allocation of fair value to each of the various line items within the Company’s consolidated balance sheets could have an impact on the Company’s financial condition as well as results of operations due to resulting changes in depreciation and amortization as a result of the fair value allocation. There were no acquisitions of real estate subject to this estimatefor the three months ended March 31, 2026.
Rearranged previous paragraphs (9)

Previous report — wording carried elsewhere

Revenue from our property operations totaled $12.1 million and $11.7 million during the three months ended September 30, 2025 and 2024, respectively. The $0.4 million increase in lease income is primarily attributable to an increase in rents due to the volume of property acquisitions versus dispositions. The direct costs of revenues for our income properties totaled $1.9 million and $1.8 million during the three months ended September 30, 2025 and 2024, respectively.

Previous report — wording carried elsewhere

Gain (Loss) on Disposition of Assets

Previous report — wording carried elsewhere

The following presents the Company’s results of operations for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 (in thousands):

Previous report — wording carried elsewhere

Lease Income and Real Estate Expenses

Previous report — wording carried elsewhere

Interest income from commercial loans and investments totaled $7.4 million and $3.6 million for the nine months ended September 30, 2025 and 2024, respectively. The $3.8 million increase in income is attributable to the expanded portfolio of commercial loans and investments which, as of September 30, 2025, was comprised of five construction loans, six mortgage notes, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right. As of September 30, 2024, the Company’s portfolio of commercial loans and investments was comprised of five construction loans, one mortgage note, and three properties acquired pursuant to a sale-leaseback transaction whereby the tenant has a future repurchase right.

Previous report — wording carried elsewhere

Other revenue totaled $0.3 million and $0.4 million for the nine months ended September 30, 2025 and 2024, respectively. The revenue is attributable to fees earned from a revenue sharing agreement the Company entered into with CTO as further described in Note 19, “Related Party Management Company” in the Notes to the Financial Statements. The $0.1 million decrease is attributable to leasing commissions earned during the nine months ended September 30, 2024.

Previous report — wording carried elsewhere

The following table represents the Company’s general and administrative expenses for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 (in thousands):

Previous report — wording carried elsewhere

Depreciation and amortization expense totaled $20.6 million and $19.1 million during the nine months ended September 30, 2025 and 2024, respectively. The $1.5 million increase in depreciation and amortization expense is reflective of the increase in asset cost basis of the Company’s income property portfolio.

Previous report — wording carried elsewhere

Interest expense totaled $11.8 million and $8.9 million during the nine months ended September 30, 2025 and 2024, respectively. The $2.9 million increase in interest expense is attributable to the higher average outstanding balance on the Company’s Credit Facility as well as increase in the fixed interest for the 2027 Term Loan effective in November of 2024. The overall increase in the Company’s long-term debt was primarily utilized to fund the acquisition of properties and commercial loans and investments during the nine months ended September 30, 2025.