Alpine Income Property Trust Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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| Item 8.01 | Other Events. |
Preferred At-the-Market Offering Program
On April 24, 2026, Alpine Income Property Trust, Inc. (the “Company”), Alpine Income Property OP, LP (the “Operating Partnership”) and Alpine Income Property Manager, LLC (the “Manager”) entered into separate equity distribution agreements, in substantially the form attached as Exhibit 1.1 to this Current Report on Form 8-K, and incorporated herein by reference (collectively, the “Preferred Equity Distribution Agreements”), with each of Cantor Fitzgerald & Co. (“Cantor”) and Huntington Securities, Inc. (“Huntington”) to include Cantor and Huntington as additional sales agents in the Company's previously announced at the market preferred stock offering program, pursuant to which the Company may issue and sell from time to time (the “Preferred Offering”) shares of the Company’s 8.00% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share, having an aggregate offering price of up to $35,000,000 (the “Preferred Shares”). The Preferred Equity Distributions Agreements are substantively identical to those of the Existing Preferred Equity Distribution Agreements, as amended by the Preferred Amendments (each as defined below).
In addition, on April 24, 2026, the Company, the Operating Partnership and the Manager entered into separate amendments, in substantially the form attached as Exhibit 1.2 to this Current Report on Form 8-K, and incorporated herein by reference (collectively, the “Preferred Amendments”), to each separate equity distribution agreement, dated December 5, 2025, with each of Raymond James & Associates, Inc., A.G.P./Alliance Global Partners (“AGP”), Robert W. Baird & Co. Incorporated (“Baird”), B. Riley Securities, Inc. (“B. Riley”), Colliers Securities LLC (“Colliers”), Jefferies LLC (“Jefferies”), JonesTrading Institutional Services LLC (“Jones”), Lucid Capital Markets, LLC (“Lucid”), Stifel, Nicolaus & Company, Incorporated (“Stifel”) and Truist Securities, Inc. (“Truist”) (collectively, the “Existing Preferred Equity Distribution Agreements”). The purpose of the Preferred Amendments was to update the Existing Preferred Equity Distribution Agreements to account for the participation of Cantor and Huntington in the Preferred Offering.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of the Preferred Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing description of the Preferred Equity Distribution Agreements and Preferred Amendments is qualified in its entirety by reference to the full text of the Preferred Equity Distribution Agreements and Preferred Amendments, the forms of which are attached as Exhibit 1.1 and Exhibit 1.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
Common At-the-Market Offering Program
On April 24, 2026, the Company, the Operating Partnership and the Manager entered into (i) separate equity distribution agreements, in substantially the form attached as Exhibit 1.3 to this Current Report on Form 8-K, and incorporated herein by reference (collectively, the “Forward Common Equity Distribution Agreements”), and separate master forward confirmations, in substantially the form attached as Exhibit 1.5 to this Current Report on Form 8-K, and incorporated herein by reference, with each of Cantor, Huntington, Lucid and UBS and (ii) separate equity distribution agreements, in substantially the form attached as Exhibit 1.4 to this Current Report on Form 8-K, and incorporated herein by reference, with each of AGP and Colliers (collectively, the “Non-Forward Common Equity Distribution Agreements” and together with the Forward Common Equity Distribution Agreements, the “Common Equity Distribution Agreements”), to include AGP and Colliers as additional sales agents and Cantor, Huntington, Lucid and UBS as additional sales agents, forward sellers and forward purchasers in the Company's previously announced at the market common stock offering program, pursuant to which the Company may issue and sell from time to time (the “Common Offering”) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000 (the “Common Shares”).
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In addition, on April 24, 2026, the Company, the Operating Partnership and the Manager entered into separate amendments, in substantially the form attached as Exhibit 1.6 to this Current Report on Form 8-K, and incorporated herein by reference (collectively, the “Common Amendments”), to each separate equity distribution agreement, dated October 21, 2022, as amended October 20, 2023, with each of Raymond James, B. Riley Securities, Jefferies, Jones, KeyBanc Capital Markets Inc., Regions Securities LLC, and Truist, and each separate equity distribution agreement, dated October 20, 2023, with each of Baird and Stifel (collectively, the “Existing Common Equity Distribution Agreements”). The purpose of the Common Amendments was to update the Existing Common Equity Distribution Agreements to account for the participation of AGP, Cantor, Colliers, Huntington, Lucid and UBS in the Common Offering.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of the Common Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
The foregoing description the Common Equity Distribution Agreements, master forward confirmations and Common Amendments is qualified in its entirety by reference to the full text of the Foward Common Equity Distribution Agreements, Non-Forward Common Equity Distribution Agreements, master forward confirmations and Common Amendments, the forms of which are attached as Exhibit 1.3, Exhibit 1.4, Exhibit 1.5 and Exhibit 1.6, respectively, to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number |
Description | |
| 1.1 | Form of Preferred Equity Distribution Agreement. | |
| 1.2 | Form of Amendment to Preferred Equity Distribution Agreement. | |
| 1.3 | Form of Common Equity Distribution Agreement (Forward). | |
| 1.4 | Form of Common Equity Distribution Agreement (Non-Forward). | |
| 1.5 | Form of Master Forward Confirmation. | |
| 1.6 | Form of Amendment to Common Equity Distribution Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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.
| ALPINE INCOME PROPERTY TRUST, INC. | ||
| By: | /s/ Philip R. Mays | |
| Name: | Philip R. Mays | |
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |
Date: April 24, 2026
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