CTO Realty Growth, Inc.
For the period ended Mar 31, 2026. Filed Apr 28, 2026.
View on SEC.govAbout 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 28, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-28.
0001104659-25-103192
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-28.
0001104659-26-050378
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 107 previous paragraphs and 76 current paragraphs.
40 unchanged; 29 reworded; 7 added; 31 removed; 7 previous and 0 current paragraphs rearranged.
Tables are not compared: 36 previous and 30 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 (7)
Current report
2026 and 2025 Dispositions. There were no income property dispositions during the three months ended March 31, 2026 and 2025.
Current report
Investment and Other Income
Current report
Interest expense totaled $7.2 million and $6.1 million for the three months ended March 31, 2026 and 2025, respectively. The increase of $1.1 million isprimarily attributable to an aggregate increase in the Company’s term loan balances.
Current report
Our cash flows used in investing activities totaled $68.7 million during the three months ended March 31, 2026, as compared to $80.7 million during the three months ended March 31, 2025, for a decrease in cash outflows of $12.0 million. This decrease was primarily driven by a $26.3 million increase in proceeds from principal repayments on commercial loans and investments, net of cash paid from commercial loan reserves. This was partially offset by net cash outflows of $6.0 million for the acquisition of investment securities during the three months ended March 31, 2026, with no such cash outflows during the three months ended March 31, 2025 as well as $8.4 million higher cash outflows used for acquisitions of income properties, capex on existing properties, and funding of existing construction loan investments.
Current report
Our cash flows provided by financing activities totaled $31.8 million during the three months ended March 31, 2026, compared to $68.4 million for the three months ended March 31, 2025, a decrease in cash inflows of $36.6 million. The decrease is primarily due to a $50.0 million reduction in proceeds from long-term debt issuances which were partially offset by $14.2 million in higher cash inflows from common stock issuances under the common ATM program.
Current report
Dispositions. There were no property dispositions during the three months ended March 31, 2026 or 2025.
Current report
Other asset classes
Removed paragraphs (31)
Previous report
Real Estate Operations: During the year ended December 31, 2024, the Company sold its portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”), as further described in Note 6, “Real Estate Operations” in the Notes to Financial Statements. As part of the Subsurface Interests sale, the Company entered into a management agreement with the buyer to provide ongoing management services (the “Subsurface Management Agreement”).
Previous report
During the three months ended September 30, 2024, revenue and operating income from real estate operations was $0.5 million and $0.2 million, respectively, which was attributable to mitigation credits sold during the period. There was no revenue or operating income from real estate operations during the three months ended September 30, 2025, because the Company sold its portfolio of Subsurface Interests and all remaining mitigation credits during the year ended December 31, 2024.
Previous report
2025 Dispositions. During the three months ended September 30, 2025, the Company sold three single-tenant income properties located in Daytona Beach, Florida for $7.1 million, generating gains totaling $1.2 million.
Previous report
2024 Dispositions. During the three months ended September 30, 2024, the Company sold one multi-tenant income property located in West Jordan, Utah for $18.0 million resulting in a loss on sale of $0.8 million.
Previous report
Investment and Other Income (Loss)
Previous report
Interest expense totaled $6.8 million and $5.6 million for the three months ended September 30, 2025 and 2024, respectively. The increase of $1.2 million is primarily due to the increase in interest from the Company’s 2029 Term Loan effective on September 30, 2024.
Previous report
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
Previous report
Revenue
Previous report
Total revenue for the nine months ended September 30, 2025 is presented in the following summary and indicates the changes as compared to the nine months ended September 30, 2024 (in thousands):
Previous report
Income Properties
Previous report
Management Services
Previous report
Commercial Loans and Investments
Previous report
During the nine months ended September 30, 2024, revenue and operating income from real estate operations was $2.0 million and $0.5 million, respectively, which was attributable to mitigation credits sold during the period. There was no revenue or operating income from real estate operations during the nine months ended September 30, 2025, because the Company sold its portfolio of Subsurface Interests and all remaining mitigation credits during the year ended December 31, 2024.
Previous report
General and Administrative Expenses
Previous report
Total general and administrative expenses for the nine months ended September 30, 2025 is presented in the following summary and indicates the changes as compared to the nine months ended September 30, 2024 (in thousands):
Previous report
Depreciation and Amortization
Previous report
Depreciation and amortization totaled $44.6 million and $35.7 million during the nine months ended September 30, 2025 and 2024, respectively. The increase of $8.9 million is due to the overall growth in the Company’s income property portfolio, as well as $1.8 million in the acceleration of amortization for lease intangibles related to certain leases terminated during the nine months ended September 30, 2025.
Previous report
2025 Dispositions. During the nine months ended September 30, 2025, the Company sold three single-tenant income properties located in Daytona Beach, Florida for $7.1 million, generating gains totaling $1.2 million.
Previous report
2024 Dispositions*.* During the nine months ended September 30, 2024, the Company sold two income properties for an aggregate sales price of $38.0 million and aggregate gains on sales of $3.8 million. The sales consisted of (i) one mixed use income property in downtown Santa Fe, New Mexico for $20.0 million, resulting in a gain of $4.6 million, and (ii) one multi-tenant income property located in West Jordan, Utah for $18.0 million resulting in a loss on sale of $0.8 million. Additionally, during the nine months ended September 30, 2024, the Company sold its portfolio of Subsurface Interests for $5.0 million, resulting in a gain of $4.5 million.
Previous report
Provision for Impairment. There were no impairment charges on the Company’s income property portfolio during the nine months ended September 30, 2025 and 2024. The Company recorded impairment charges related to its commercial loans and investments of less than $0.1 million and $0.7 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous report
Investment and Other Income (Loss)
Previous report
The Company earned dividend income from the investment in PINE of $2.1 million and $1.9 million during the nine months ended September 30, 2025 and 2024, respectively.
Previous report
Interest Expense
Previous report
Interest expense totaled $19.8 million and $16.8 million for the nine months ended September 30, 2025 and 2024, respectively. The increase of $3.0 million is primarily due to the $3.5 million increase in interest from the Company’s 2029 Term Loan effective on September 30, 2024 coupled with an increase of $0.5 million in Credit Facility expense due to a higher average outstanding balance, partially offset by a $1.0 million reduction in interest on the 2025 Notes due to their settlement in early April 2025 and at maturity on April 15, 2025.
Previous report
Loss on Extinguishment of Debt
Previous report
During the nine months ended September 30, 2025, the Company settled the aggregate $51.0 million of principal outstanding on the 2025 Notes in a combination of cash and the issuance of shares of the Company’s common stock resulting in a loss on extinguishment of debt of $20.4 million.
Previous report
Net Income (Loss) Attributable to the Company
Previous report
Net income (loss) attributable to the Company totaled $(18.2) million and $13.3 million during the nine months ended September 30, 2025 and 2024, respectively. The $31.5 million decrease in net income is attributable to the factors described above, most notably the $20.4 million loss on extinguishment of debt incurred during the nine months ended September 30, 2025 and a net reduction of $6.9 million in gains on disposition of assets, with $1.4 million recognized during the nine months ended September 30, 2025 as compared to $8.3 million during the nine months ended September 30, 2024.
Previous report
Our cash flows used in investing activities totaled $95.3 million during the nine months ended September 30, 2025, as compared to $215.3 million during the nine months ended September 30, 2024, for a decrease in cash outflows of $120.0 million. This decrease was primarily driven by a $97.3 million net reduction in cash used for property transactions, reflecting lower acquisition activity and reduced proceeds from dispositions. In addition, the Company had a $34.9 million net decrease in cash outflows related to commercial loans and investments compared to the same period in 2024.
Previous report
Our cash flows provided by financing activities totaled $37.8 million during the nine months ended September 30, 2025, compared to $161.6 million for the nine months ended September 30, 2024, a decrease in cash inflows of $123.8 million. The decrease is primarily due to a $132.3 million reduction in proceeds from common and preferred stock issuances under the respective ATM programs, a $33.0 million reduction in proceeds from preferred equity issuances, a $14.1 million premium paid in connection with the settlement of the 2025 Notes, and a $9.2 million increase in cash outflows for common and preferred dividend payments during the nine months ended September 30, 2025, as compared to the same period in 2024. This decrease was partially offset by a net $68.7 million increase in cash inflows provided by net debt activity during the nine months ended September 30, 2025, as compared to the same period in 2024.
Previous report
Dispositions. During the nine months ended September 30, 2025, the Company sold three single-tenant income properties for $7.1 million, generating gains totaling $1.2 million. During the nine months ended September 30, 2024, the Company sold two income properties for an aggregate sales price of $38.0 million and aggregate gains on sales of $3.8 million.
Reworded paragraphs (29)
Previous wording
As of September 30, 2025, we own and manage, sometimes utilizing third-party property management companies, 21 commercial real estate properties in seven states in the United States, comprising 5.2 million square feet of gross leasable space. In addition to our income property portfolio, as of September 30, 2025, our business included the following:
Current wording
As of March 31, 2026, we own and manage, sometimes utilizing third-party property management companies, 22 commercial real estate properties in seven states in the United States, comprising 5.9 million square feet of gross leasable space:
Previous wording
Management Services: A fee-based management business that is engaged in managing PINE as well as: (i) a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined) and (ii) Subsurface Interests (hereinafter defined) pursuant to the Subsurface Management Agreement (hereinafter defined), as further described in Note 5, “Management Services Business” in the Notes to Financial Statements.
Current wording
Management Services: A fee-based management business that is engaged in managing PINE, as well as a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined), and a portfolio of subsurface interests, as further described in Note 5, “Management Services Business”.
Previous wording
Commercial Loans and Investments: A portfolio of four commercial loan investments and two preferred equity investments which are classified as commercial loan investments.
Current wording
Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.
Previous wording
Investment in PINE: Our business also includes our investment in PINE. As of September 30, 2025, the fair value of our investment totaled $35.0 million, or 16.1% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations.
Current wording
Investment in PINE: Our business also includes our investment in PINE. As of March 31, 2026, the fair value of our investment totaled $44.5 million, or 14.0% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations.
Previous wording
We believe investment in income-producing assets provides attractive opportunities for generally stable cash flows and increased returns over the long run through potential capital appreciation. Our focus on acquiring income-producing investments includes a continual review of our existing income property portfolio to identify opportunities to recycle our capital through the sale of income properties based on, among other possible factors, the current or expected performance of the property and favorable market conditions. During the nine months ended September 30, 2025, the Company sold three single-tenant income properties for $7.1 million, generating gains totaling $1.2 million. As a result of entering into the Exclusivity and Right of First Offer Agreement with PINE (the “ROFO Agreement”) which generally prevents us from investing in single-tenant net lease income properties, our income property investment strategy is focused on multi-tenant, primarily retail-oriented, properties. We may pursue this strategy by monetizing certain of our single-tenant properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset.
Current wording
We believe investment in income-producing assets provides attractive opportunities for generally stable cash flows and increased returns over the long run through potential capital appreciation. Our focus on acquiring income-producing investments includes a continual review of our existing income property portfolio to identify opportunities to recycle our capital through the sale of income properties based on, among other possible factors, the current or expected performance of the property and favorable market conditions. As a result of entering into the Exclusivity and Right of First Offer Agreement with PINE (the “ROFO Agreement”) which generally prevents us from investing in single-tenant net lease income properties, our income property investment strategy will continue to be focused on shopping centers. We may pursue this strategy by monetizing certain of our single-tenant properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset.
Previous wording
Our current portfolio of 18 multi-tenant properties generates $99.6 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 4.9 years as of September 30, 2025. Our current portfolio of 3 single-tenant income properties generates $4.7 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 2.7 years as of September 30, 2025.
Current wording
Our current portfolio of 18 shopping centers generates $110.2 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.0 years as of March 31, 2026. Our current portfolio of 4 other income properties generates $3.7 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 3.6 years as of March 31, 2026.
Previous wording
Total revenue for the three months ended September 30, 2025 increased to $37.8 million, compared to $31.8 million during the three months ended September 30, 2024. The $6.0 million increase in total revenue is primarily attributable to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period, as well as more same store revenue from our properties owned during each period. Additionally, revenues from our commercial loans and investments increased, which was partially offset by reduced revenues from our real estate operations.
Current wording
Total revenue for the three months ended March 31, 2026 increased to $41.2 million, compared to $35.8 million during the three months ended March 31, 2025. The $5.4 million increase in total revenue is primarily attributable to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period, as well as more same store revenue from our properties owned during each period. Additionally, revenues from our management services and our commercial loans and investments increased.
Previous wording
Revenue and operating income from our income property operations totaled $33.4 million and $24.2 million, respectively, during the three months ended September 30, 2025, compared to total revenue and operating income of $28.5 million and $20.7 million, respectively, for the three months ended September 30, 2024. The direct costs of revenues for our income property operations totaled $9.2 million and $7.8 million for the three months ended September 30, 2025 and 2024, respectively. The increase in revenues of $4.9 million, or 17.2%, during the three months ended September 30, 2025 is primarily related to the overall growth and lease up of the Company’s income property portfolio, as well as the timing of acquisitions versus dispositions. The increase in operating income of $3.5 million from our income property operations reflects increased rent revenues related to our net investments as well as leasing activity.
Current wording
Revenue and operating income from our income property operations totaled $36.6 million and $26.4 million, respectively, during the three months ended March 31, 2026, compared to total revenue and operating income of $31.7 million and $22.8 million, respectively, for the three months ended March 31, 2025. The direct costs of revenues for our income property operations totaled $10.2 million and $8.9 million for the three months ended March 31, 2026 and 2025, respectively. The increase in revenues of $4.9 million, or 15.5%, during the three months ended March 31, 2026 is primarily related to the overall growth and lease up of the Company’s income property portfolio, as well as the timing of acquisitions versus dispositions. The increase in operating income of $3.6 million from our income property operations reflects increased rent revenues related to our net investments as well as leasing activity.
Previous wording
Revenue from our management services from PINE totaled $1.1 million during each of the three months ended September 30, 2025 and 2024. Management services during the three months ended September 30, 2025 and 2024 also included less than $0.1 million from the asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”) and less than $0.1 million from the Subsurface Management Agreement.
Current wording
Revenue from our management services from PINE totaled $1.3 million and $1.1 million during the three months ended March 31, 2026 and 2025, respectively. Management services during the three months ended March 31, 2026 and 2025 also included $0.1 million and less than $0.1 million, respectively, from the asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”), and less than $0.1 million from a subsurface management agreement.
Previous wording
Interest income from our commercial loans and investments totaled $3.1 million and $1.6 million during the three months ended September 30, 2025 and 2024, respectively. The increase of $1.5 million is primarily due to increased income as a result of the overall growth in the loan portfolio as well as the timing of the investments made related to new loan originations and structured investments.
Current wording
Interest income from our commercial loans and investments totaled $3.2 million and $2.9 million during the three months ended March 31, 2026 and 2025, respectively. The increase of $0.3 million is primarily due to the timing of the investments made related to new loan originations and structured investments and repayments of previous investments.
Previous wording
Total general and administrative expenses for the three months ended September 30, 2025 is presented in the following summary and indicates the changes as compared to the three months ended September 30, 2024 (in thousands):
Current wording
Total general and administrative expenses for the three months ended March 31, 2026 is presented in the following summary and indicates the changes as compared to the three months ended March 31,2025 (in thousands):
Previous wording
The primary reason for the increase in total general and administrative expenses is the overall higher employee count, as a result of the increased operating activity from the increase in managed income property assets, as well as increases in compensation effective on January 1, 2025.
Current wording
The primary reason for the increase in total general and administrative expenses is the overall higher employee count, as a result of the increased operating activity from the increase in managed income property assets.
Previous wording
Depreciation and amortization totaled $14.9 million and $13.2 million during the three months ended September 30, 2025 and 2024, respectively. The increase of $1.7 million is due to the overall growth in the Company’s income property portfolio, as well as $0.5 million in the acceleration of amortization for lease intangibles related to certain leases terminated during the three months ended September 30, 2025.
Current wording
Depreciation and amortization totaled $16.0 million and $14.4 million during the three months ended March 31, 2026 and 2025, respectively. The increase of $1.6 million is due to the overall growth in the Company’s income property portfolio.
Previous wording
Gain on Disposition of Assets and Provision for Impairment
Current wording
Gain on Disposition of Assets and Provision for Impairment and Adjustments to CECL Reserve
Previous wording
Provision for Impairment. There were no impairment charges on the Company’s income property portfolio during the three months ended September 30, 2025 and 2024. The Company recorded impairment charges related to its commercial loans and investments of less than $0.1 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively.
Current wording
Provision for Impairment and Adjustments to CECL Reserve. There were no impairment charges on the Company’s income property portfolio during the three months ended March 31, 2026 and 2025. The Company recorded adjustments to CECL reserves related to its commercial loans and investments for an increase in net income of $0.3 million for the three months ended March 31, 2026, with no such adjustment being recorded during the three months ended March 31, 2025.
Previous wording
During the three months ended September 30, 2025, the closing stock price of PINE decreased by $0.54 per share, with a closing price of $14.17 on September 30, 2025. During the three months ended September 30, 2024, the closing stock price of PINE increased by $2.64 per share, with a closing price of $18.20 on September 30, 2024. The change in stock price resulted in unrealized non-cash gain (loss) on the Company’s investment in PINE in the amount of $(1.3) million and $6.2 million which is included in investment and other income (loss) in the consolidated statements of operations for the three months ended September 30, 2025 and 2024, respectively.
Current wording
During the three months ended March 31, 2026, the closing stock price of PINE increased by $1.28 per share, with a closing price of $18.00 on March 31, 2026. During the three months ended March 31, 2025, the closing stock price of PINE decreased by $0.07 per share, with a closing price of $16.72 on March 31, 2025. The change in stock price resulted in unrealized non-cash gain (loss) on the Company’s investment in PINE in the amount of $3.2 million and $(0.2) million which is included in investment and other income in the consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Net income attributable to the Company totaled $2.9 million and $6.2 million during the three months ended September 30, 2025 and 2024, respectively. The $3.3 million decrease in net income is attributable to the factors described above.
Current wording
Net income attributable to the Company totaled $6.2 million and $2.3 million during the three months ended March 31, 2026 and 2025, respectively. The $3.9 million increase in net income is attributable to the factors described above.
Previous wording
Cash and cash equivalents totaled $9.3 million at September 30, 2025, while restricted cash totaled $8.3 million, see Note 2, “Summary of Significant Accounting Policies” in the Notes to Financial Statements under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance at September 30, 2025.
Current wording
Cash and cash equivalents totaled $8.3 million at March 31, 2026, while restricted cash totaled $10.6 million, see Note 2, “Summary of Significant Accounting Policies” in the Notes to Financial Statements under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance at March 31, 2026.
Previous wording
Our cash flows provided by operating activities totaled $57.7 million during the nine months ended September 30, 2025, as compared to $45.8 million during the nine months ended September 30, 2024, an increase of $11.9 million. The primary reason for the increase in cash flows is due to the increase in cash flows provided by income properties, which is the result of theoverall growth and lease up of the Company’s income property portfolio, as well as increased cash flows from our commercial loans and investments, partially offset by increases in interest expense and general and administrative expenses.
Current wording
Our cash flows provided by operating activities totaled $14.6 million during the three months ended March 31, 2026, as compared to $10.3 million during the three months ended March 31, 2025, an increase of $4.3 million. The primary reason for the increase, is the increased cash flows provided by income properties, which is the result of the overall growth and lease up of the Company’s income property portfolio, as well as increased cash flows from our commercial loans and investments.
Previous wording
*Long-Term Debt.*At September 30, 2025, the current commitment level under the Credit Facility was $300.0 million. The undrawn commitment under the Credit Facility totaled $161.0 million. As of September 30, 2025, the Credit Facility had a $139.0 million balance outstanding. See Note 15, “Long-Term Debt” in the Notes to Financial Statements for the Company’s disclosure related to its long-term debt balance at September 30, 2025.
Current wording
*Long-Term Debt.*At March 31, 2026, the current commitment level under the Credit Facility was $300.0 million. The undrawn commitment under the Credit Facility totaled $116.0 million. As of March 31, 2026, the Credit Facility had a $184.0 million balance outstanding. See Note 14, “Long-Term Debt” in the Notes to Financial Statements for the Company’s disclosure related to its long-term debt balance at March 31, 2026.
Previous wording
Acquisitions and Investments. During the nine months ended September 30, 2025, the Company acquired one multi-tenant income property for a purchase price of $79.5 million, or a total acquisition cost of $80.0 million, including capitalized acquisition costs. During the nine months ended September 30, 2025, one new mortgage note was originated totaling $5.0 million and $7.8 million of funding was provided for existing construction loans. During the nine months ended September 30, 2024, the Company acquired four multi-tenant income properties, one vacant land parcel within an existing multi-tenant property, and one building within an existing multi-tenant income property for an aggregate purchase price of $210.0 million, or a total acquisition cost of $207.8 million. During the nine months ended September 30, 2024, the Company also originated three structured investments consisting of a construction loan, a first mortgage, and a preferred equity investment for an aggregate investment of $63.8 million.
Current wording
Acquisitions and Investments. During the three months ended March 31, 2026, the Company acquired Palms Crossing, an open-air shopping center located in McAllen, TX, for a purchase price of $81.6 million, or a total acquisition cost of $81.8 million, including capitalized acquisition costs. During the three months ended March 31, 2025, the Company acquired one shopping center for a purchase price of $79.8 million, or a total acquisition cost of $80.0 million, including capitalized acquisition costs.
Previous wording
The Company’s guidance for 2025 investments in income-producing properties, including structured investments, ranges from $100.0 million to $200.0 million. We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through 1031 like-kind exchanges, borrowings on our Credit Facility, if available, and additional financing sources. We expect dispositions of income properties will qualify under the like-kind exchange deferred-tax structure.
Current wording
The Company’s guidance for 2026 investments in income-producing properties, including structured investments, ranges from $175.0 million to $250.0 million. We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through 1031 like-kind exchanges, borrowings on our Credit Facility, if available, and additional financing sources. We expect dispositions of income properties will qualify under the like-kind exchange deferred-tax structure.
Previous wording
ATM Program. The Company was not active under the 2024 ATM Program during the nine months ended September 30, 2025. As of September 30, 2025, $216.5 million of availability remained under the 2024 ATM Program.
Current wording
ATM Program. During the three months ended March 31, 2026, the Company sold 733,883 shares under the 2024 ATM Program for gross proceeds of $14.4 million at a weighted average price of $19.59 per share, generating net proceeds of $14.2 million after deducting transaction fees of $0.2 million. As of March 31, 2026, $202.1 million of availability remained under the 2024 ATM Program.
Previous wording
The Company has unfunded loan commitments under one construction loan, for the Whole Foods Market anchored development in Forsyth County, Georgia, as described in Note 4, “Commercial Loans and Investments.” The unfunded portion of the construction loan totaled $28.2 million as of September 30, 2025.
Current wording
The Company has unfunded loan commitments under two construction loans, as described in Note 4, “Commercial Loans and Investments.” The unfunded portion of these construction loans totaled $46.2 million as of March 31, 2026.
Previous wording
*Other Matters.*We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, $216.5 million of availability remaining under the 2024 ATM Program, and $161.0 million undrawn commitment under the existing $300.0 million Credit Facility as of September 30, 2025.
Current wording
*Other Matters.*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, $202.1 million of availability remaining under our $250.0 million “at-the-market” equity offering program, and $116.0 million undrawn commitment under the existing $300.0 million Credit Facility as of March 31, 2026.
Previous wording
We believe that we currently have a reasonable level of leverage. Our strategy is to utilize leverage, when appropriate and necessary, and proceeds from sales of income properties and the disposition or payoffs on our commercial loans and investments to acquire income properties. We may also acquire or originate commercial loans and investments, invest in securities of real estate companies, or make other shorter-term investments. Our targeted investment classes may include the following:
Current wording
We believe that we currently have a reasonable level of leverage. Our strategy is to utilize leverage, when appropriate and necessary, and proceeds from sales of income properties and the disposition or payoffs on our commercial loans and investments to acquire income properties. We may also acquire or originate commercial loans and investments, invest in securities of real estate companies, or make other shorter-term investments. In addition to our primary shopping center investment strategy, our targeted investment classes may include the following:
Previous wording
Our investments in income-producing properties are typically subject to long-term leases. For multi-tenant properties, each tenant typically pays its proportionate share of the aforementioned operating expenses of the property, although for such properties we typically incur additional costs for property management services. Single-tenant leases are typically in the form of triple or double net leases and ground leases. Triple-net leases generally require the tenant to pay property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance, and capital expenditures.
Current wording
Our investments in income-producing properties are typically subject to long-term leases. For shopping centers, each tenant typically pays its proportionate share of the aforementioned operating expenses of the property, although for such properties we typically incur additional costs for property management services. Single-tenant leases are typically in the form of triple or double net leases and ground leases. Triple-net leases generally require the tenant to pay property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance, and capital expenditures.
Previous wording
NAREIT defines FFO as U.S. GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by U.S. GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses (“CECL”) on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Notes, if the effect is dilutive. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to U.S. GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items, as well as adding back the interest related to the 2025 Notes, if the effect is dilutive. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to U.S. GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.
Current wording
NAREIT defines FFO as U.S. GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by U.S. GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the current expected credit losses (“CECL”) on commercial loans and investments at the time of origination and repayment, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of investment securities in addition to the mark-to-market of the Company’s investment securities. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to U.S. GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to U.S. GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.
Previous wording
Purchase Accounting for Acquisitions of Real Estate Subject to a Lease. As required by U.S. 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 one multi-tenant income property for an aggregate purchase price of $79.5 million, or a total acquisition cost of $80.0 million, for the nine months ended September 30, 2025, and four multi-tenant income properties, one vacant land parcel within an existing multi-tenant property, and one building within an existing multi-tenant income property for an aggregate purchase price of $210.0 million, or a total acquisition cost of $207.8 million, for the nine months ended September 30, 2024.
Current wording
Purchase Accounting for Acquisitions of Real Estate Subject to a Lease. As required by U.S. 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 one shopping center for a purchase price of $81.6 million, or a total acquisition cost of $81.8 million, for the three months ended March 31, 2026, and one shopping center for an aggregate purchase price of $79.8 million, or a total acquisition cost of $80.0 million, for the three months ended March 31, 2025.
Rearranged previous paragraphs (7)
Previous report — wording carried elsewhere
Total revenue for the nine months ended September 30, 2025 increased to $111.2 million, compared to $88.8 million during the nine months ended September 30, 2024. The $22.4 million increase in total revenue is primarily attributable to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period, as well as more same store revenue from our properties owned during each period. Additionally, revenues from our commercial loans and investments increased, which was partially offset by reduced revenues from our real estate operations.
Previous report — wording carried elsewhere
Revenue and operating income from our income property operations totaled $98.5 million and $70.1 million, respectively, during the nine months ended September 30, 2025, compared to total revenue and operating income of $79.0 million and $56.4 million, respectively, for the nine months ended September 30, 2024. The direct costs of revenues for our income property operations totaled $28.4 million and $22.6 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in revenues of $19.5 million, or 24.6%, during the nine months ended September 30, 2025 is primarily related to the overall growth and lease up of the Company’s income property portfolio, as well as the timing of acquisitions versus dispositions. The increase in operating income of $13.7 million from our income property operations reflects increased rent revenues related to net investments as well as leasing activity.
Previous report — wording carried elsewhere
Revenue from our management services from PINE totaled $3.3 million and $3.1 million during the nine months ended September 30, 2025 and 2024, respectively. Management services during the nine months ended September 30, 2025 and 2024 also included $0.2 million and $0.1 million, respectively, from the asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”) and less than $0.1 million from the Subsurface Management Agreement during each of the nine months ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
Interest income from our commercial loans and investments totaled $9.1 million and $4.4 million during the nine months ended September 30, 2025 and 2024, respectively. The increase is primarily due to increased income as a result of the overall growth in the loan portfolio as well as the timing of the investments made related to new loan originations and structured investments.
Previous report — wording carried elsewhere
The primary reason for the increase in total general and administrative expenses is the overall higher employee count, as a result of the increased operating activity from the increase in managed income property assets, as well as increases in compensation effective on January 1, 2025.
Previous report — wording carried elsewhere
Gain on Disposition of Assets and Provision for Impairment
Previous report — wording carried elsewhere
During the nine months ended September 30, 2025, the closing stock price of PINE decreased by $2.62 per share, with a closing price of $14.17 on September 30, 2025. During the nine months ended September 30, 2024, the closing stock price of PINE increased by $1.29 per share, with a closing price of $18.20 on September 30, 2024. The change in stock price resulted in unrealized non-cash gain (loss) on the Company’s investment in PINE in the amount of $(6.2) million and $3.1 million which is included in investment and other income (loss) in the consolidated statements of operations for the nine months ended September 30, 2025 and 2024, respectively.