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CTO Realty Growth, Inc.

For the period ended Jun 30, 2026. Filed Jul 28, 2026.

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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.

Jun 30, 2026 · Filed Jul 28, 2026

CTO$20.38+0.9%Stored close · as of Nov 9, 2026

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Notes to Consolidated Financial Statements (Unaudited)

NOTE 1. DESCRIPTION OF BUSINESS

The terms “us,” “we,” “our,” and “the Company” as used in this report refer to CTO Realty Growth, Inc. together with our consolidated subsidiaries.

Weare a publicly traded, self-managed equity REIT that focuses on the ownership, management, and repositioning of high-quality retail and mixed-use properties located primarily in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth, and where retail demand exceeds supply. We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity.

As of June 30, 2026, we own and manage, sometimes utilizing third-party property management companies,21 commercial real estate properties inseven states in the United States, comprising 5.8 million square feet of gross leasable space. In addition to our income property portfolio, as of June 30, 2026, our business included the following:

Management Services: A fee-based management business that is engaged in managing Alpine Income Property Trust, Inc. (“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”.

Commercial Loans and Investments: A portfolio offour commercial loan investments andthree preferred equity investments which are classified as commercial loan investments.

Investment in PINE: Our business also includes our investment in PINE. As of June 30, 2026, the fair value of our investment totaled $51.3 million, or 13.1% of PINE’s outstanding common 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 aone-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.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These unaudited consolidated financial statements do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements, and should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which provides a more complete understanding of the Company’s accounting policies, financial position, operating results, business, properties, and other matters. The unaudited consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to present fairly the financial position of the Company and the results of operations for the interim periods.

The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and other entities in which we have a controlling interest. Any real estate entities or properties included in the consolidated financial statements have been consolidated only for the periods that such entities or properties were owned or under control by us. All inter-company balances and transactions have been eliminated in the consolidated financial statements. As of June 30, 2026, the Company has an equity investment in PINE.

Segment Reporting

ASC Topic 280*, Segment Reporting*, establishes standards related to the manner in which enterprises report operating segment information. The Company operates inthree primary business segments including income properties, management services, and commercial loans and investments as further discussed within Note 21, “Business Segment Data”. The Company has no other reportable segments. The Company’s chief executive officer, who is the chief operating decision maker, reviews financial information on a disaggregated basis for purposes of allocating and evaluating financial performance.

Real Estate

The Company’s real estate assets are carried at cost, less accumulated depreciation and amortization and impairment losses, if any. Such assets are depreciated on a straight-line basis over their estimated useful lives. Renewals and betterments are capitalized to the applicable property accounts. The cost of maintenance and repairs is expensed as incurred. The cost of property retired or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts, and any resulting gain or loss is recorded in the Company’s consolidated statement of operations. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the three months ended June 30, 2026 and June 30, 2025, was $9.8 million and $9.0 million, respectively. The amount of depreciation of real estate, exclusive of amortization related to intangible assets, recognized for the six months ended June 30, 2026 and June 30, 2025, was $19.5 million and $17.3 million, respectively.

Long-Lived Assets

The Company follows FASB ASC Topic 360-10,Property, Plant, and Equipment in conducting its impairment analyses. The Company reviews the recoverability of long-lived assets, including land and development costs, real estate held for sale, and property, plant, and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Examples of situations considered to be triggering events include: a substantial decline in operating cash flows during the period, a current or projected loss from operations, an income property not fully leased or leased at rates that are less than current market rates, and any other quantitative or qualitative events deemed significant by our management. Long-lived assets are evaluated for impairment by using an undiscounted cash flow approach, which considers future estimated capital expenditures. Impairment of long-lived assets is measured at fair value less cost to sell.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Among other factors, fluctuating market conditions that can exist in the national real estate markets and the volatility and uncertainty in the financial and credit markets make it possible that the estimates and assumptions, most notably those related to the Company’s investments in income properties, could change materially due to continued volatility in the real estate and financial markets, or as a result of a significant dislocation in those markets.

Cash and Cash Equivalents

Cash and cash equivalents includes cash on hand, bank demand accounts, and money market accounts having original maturities of 90 days or less. The Company’s bank balances as of June 30, 2026 and December 31, 2025 include certain amounts over the Federal Deposit Insurance Corporation limits.

Restricted Cash

Restricted cash totaled$35.4 million at June 30, 2026, consisting of (i)$18.7 million held infive reserve accounts related to the Company’s commercial loans and investments for interest, real estate tax and/or construction costs and (ii)$16.7 million held in escrow to be reinvested through a like-kind exchange structure.

Derivative Financial Instruments and Hedging Activity

The Company accounts for its cash flow hedging derivatives in accordance with FASB ASC Topic 815-20,Derivatives and Hedging. Depending upon the hedge’s value at each balance sheet date, the derivatives are included in either other assets or accrued and other liabilities on the consolidated balance sheet at its fair value. On the date each interest rate swap was entered into, the Company designated the derivatives as a hedge of the variability of cash flows to be paid related to the recognized long-term debt liabilities.

The Company documented the relationship between the hedging instruments and the hedged item, as well as its risk-management objective and strategy for undertaking the hedge transactions. At the hedges’ inception, the Company assessed whether the derivatives that are used in hedging the transactions are highly effective in offsetting changes in cash flows of the hedged items, and we will continue to do so on a quarterly basis.

Changes in fair value of the hedging instruments that are highly effective and designated and qualified as cash-flow hedges are recorded in other comprehensive income and loss, until earnings are affected by the variability in cash flows of the designated hedged items (see Note 15, “Interest Rate Swaps”).

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial assets and liabilities including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued and other liabilities at June 30, 2026 and December 31, 2025, approximate fair value because of the short maturity of these instruments. The carrying value of the Revolving Credit Facility (hereinafter defined) as of June 30, 2026 and December 31, 2025, approximates current market rates for revolving credit arrangements with similar risks and maturities. The face value of the Company’s fixed rate commercial loans and investments, the 2027 Term Loan (hereinafter defined), the 2028 Term Loan (hereinafter defined), the 2029 Term Loan (hereinafter defined), the 2030 Term Loan (hereinafter defined), and mortgage note held as of June 30, 2026 and December 31, 2025 are measured at fair value based on current market rates for financial instruments with similar risks and maturities (see Note 7, “Fair Value of Financial Instruments”).

Fair Value Measurements

The Company’s estimates of fair value of financial and non-financial assets and liabilities is based on the framework established by U.S. GAAP. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. U.S. GAAP describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

●Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
●Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
●Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

Recognition of Interest Income from Commercial Loans and Investments

Interest income on commercial loans and investments includes interest payments made by the borrower and the accretion of purchase discounts and loan origination fees, offset by the amortization of loan costs. Interest payments are accrued based on the actual coupon rate and the outstanding principal balance, and purchase discounts and loan origination fees are accreted into income using the effective yield method, adjusted for prepayments.

Pursuant to ASC 326, Financial Instruments - Credit Losses, the Company measures and records a provision for current expected credit losses (“CECL”) each time a new investment is made or a loan is repaid, as well as if changes to estimates occur during a quarterly measurement period. We are unable to use historical data to estimate expected credit losses, as we have incurred no losses to date. Management utilizes a loss-rate method and considers macroeconomic factors to estimate its CECL allowance, which is calculated based on the amortized cost basis of the commercial loans.

Accounts Receivable

Accounts receivable related to income properties, which are classified in other assets on the consolidated balance sheets, primarily consist of accrued tenant reimbursable expenses and other tenant receivables. Receivables related to income property tenants totaled $4.0 million and $3.9 million as of June 30, 2026 and December 31, 2025, respectively.

The collectability of the aforementioned receivables shall be considered and adjusted through an allowance for doubtful accounts which is included in income property revenue on the consolidated statements of operations. As of June 30, 2026 and December 31, 2025, the Company’s allowance for doubtful accounts totaled $3.3 million and $2.6 million, respectively.

Purchase Accounting for Acquisitions of Real Estate Subject to a Lease

Investments in real estate are carried at cost less accumulated depreciation and amortization and impairment losses, if any. The cost of investments in real estate reflects their purchase price or development cost. We evaluate each acquisition transaction to determine whether the acquired asset meets the definition of a business. Under ASU 2017-01,Business Combinations (Topic 805): Clarifying the Definition of a Business, an acquisition does not qualify as a business when there is no substantive process acquired or substantially all of the fair value is concentrated in a single identifiable asset or group of similar identifiable assets or the acquisition does not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort or delay. Transaction costs related to acquisitions that are asset acquisitions are capitalized as part of the cost basis of the acquired assets, while transaction costs for acquisitions that are deemed to be acquisitions of a business are expensed as incurred. Improvements and replacements are capitalized when they extend the useful life or improve the productive capacity of the asset. Costs of repairs and maintenance are expensed as incurred.

In accordance with FASB guidance, 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 capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless management believes the lease includes bargain renewal options that are likely to be exercised, in which case the Company includes such renewal periods in the amortization period utilized. The Company considers both qualitative and quantitative factors in considering if a lease contains a bargain renewal option and the likelihood of a tenant exercising such option. The value of in-place leases and leasing costs are amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off.

The Company incurs costs related to the development and leasing of its properties. Such costs include, but are not limited to, tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements, and are included in construction in progress during the development period. When a construction project is considered to be substantially complete, the capitalized costs are reclassified to the appropriate real estate asset and depreciation begins. The Company assesses the level of construction activity to determine the amount, if any, of interest expense to be capitalized to the underlying construction projects.

Assets Held for Sale

Investments in real estate which are determined to be “held for sale” pursuant to FASB ASC Topic 360-10,Property, Plant, and Equipmentare reported separately on the consolidated balance sheets at the lesser of carrying value or fair value, less costs to sell. Real estate investments classified as held for sale are not depreciated.

Sales of Real Estate

When income properties are disposed of, the related cost basis of the real estate, intangible lease assets, and intangible lease liabilities, net of accumulated depreciation and/or amortization, and any accrued straight-line rental income balance for the underlying operating leases are removed, and gains or losses from the dispositions are reflected in net income within gain (loss) on disposition of assets. In accordance with the FASB guidance, gains or losses on sales of real estate are generally recognized using the full accrual method.

Gains and losses on land sales, in addition to the sale of subsurface interests and mitigation credits, are accounted for as required by FASB ASC Topic 606,Revenue from Contracts with Customers. The Company recognizes revenue from such sales when the Company transfers the promised goods in the contract based on the transaction price allocated to the performance obligations within the contract. As market information becomes available, the underlying cost basis is analyzed and recorded at the lower of cost or market.

Income Taxes

The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”) commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through a TRS and subsidiaries of a TRS, which are subject to applicable U.S. federal, state and local corporate income tax on their taxable income. As of January 1, 2024, the Company ownsone TRS, which is subject to federal and applicable state income taxation. The TRS is required to file a separate corporate income tax return.

The Company uses the asset and liability method to account for income taxes for the Company’s TRS. Deferred income taxes result primarily from the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes (see Note 19, “Income Taxes”). In June 2006, the FASB issued additional guidance, which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements included in income taxes. The interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, and disclosure and transition. In accordance with FASB guidance included in income taxes, the Company has analyzed its various federal and state filing positions and believes that its income tax filing positions and deductions are well documented and supported. Additionally, the Company believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to the FASB guidance.

Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents.

The Company also has certain concentrations that make up more than 10% of our income property portfolio, as described below:

●Square Footage Concentrations. As of June 30, 2026, a total of 26%, 22%, 21% and 17% of the Company’s income property portfolio, based on square footage, were located in the states of Georgia, Florida, Texas, and North Carolina, respectively. As of December 31, 2025, a total of 30%, 25%, 18%, and 12% of the Company’s income property portfolio, based on square footage, were located in the states of Georgia, Florida, North Carolina, and Texas, respectively.
●Tenant Concentrations. We did not have any tenants that accounted for more than 10% of total revenues during the three or six months ended June 30, 2026 or 2025.
●Base Rent Concentrations. A total of 31%, 23%, 19%, and 14% of our base rent revenue during the six months ended June 30, 2026 was generated from tenants located in Georgia, Florida, Texas, and North Carolina, respectively. A total of 37%, 18%, 14%, and 14% of our base rent revenue during the six months ended June 30, 2025 was generated from tenants located in Georgia, Florida, Texas and North Carolina, respectively.

Recent Accounting Developments

In November 2024, the FASB issued ASU 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40) which requires additional disclosures regarding a public company’s expenses and addresses requests from investors for more detailed information about the types of expenses (e.g., purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (e.g., cost of sales; selling, general, and administrative (SG&A); and research and development (R&D)). ASU 2024-03 iseffective for annual periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

NOTE 3. INCOME PROPERTIES

Leasing revenue consists of long-term rental revenue from retail, office, and commercial income properties, which is recognized as earned, using the straight-line method over the life of each lease. Lease payments below include straight-line base rental revenue as well as the non-cash accretion of above and below market lease amortization. The variable lease payments are primarily comprised of percentage rents, reimbursements from tenants for common area maintenance, insurance, real estate taxes, other operating expenses, and termination fee payments.

The components of leasing revenue are as follows (in thousands):

​​​​​​​​​​​​
​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​ · 2026 · ​ · 2025 · ​ · 2026 · ​ · 2025
Leasing Revenue​​​​​​​​​​​
Lease Payments$28,138​$25,533​$55,652​$49,459
Variable Lease Payments​8,998​​7,842​​18,064​​15,588
Total Leasing Revenue$37,136​$33,375​$73,716​$65,047

Minimum future base rental receipts under non-cancelable operating leases, excluding percentage rent and other lease payments that are not fixed and determinable, having remaining terms in excess of one year subsequent to June 30, 2026, are summarized as follows (in thousands):

​​​​
Year Ending December 31, · ​ ​ ​ · Amounts
Remainder of 2026​$54,529
2027​​101,816
2028​​88,247
2029​​72,674
2030​​63,848
2031​​50,865
2032 and Thereafter (Cumulative)​​122,842
Total​$554,821

2026 Acquisitions. During the six months ended June 30, 2026, the Company acquiredtwo shopping center properties andone land parcel for an aggregate purchase price of $137.8 million, or a total acquisition cost of $138.1 million, as described below:

●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. Palms Crossing comprises approximately 399,000 square feet, was 98% occupied at acquisition, and had a weighted average remaining lease term of 4.5 years at acquisition.
●Gallery on the Parkway, an open-air shopping center located in Dallas, TX, for a purchase price of $53.2 million, or a total acquisition cost of $53.3 million, including capitalized acquisition costs. Gallery on the Parkway comprises approximately 152,000 square feet, was 100% occupied at acquisition, and had a weighted average remaining lease term of 8.4 years at acquisition.
●A land parcel located adjacent to our two restaurant operating properties in Daytona Beach, FL, for a purchase price of $3.0 million. The property was acquired for future development purposes.

Of the aggregate$138.1 million acquisition cost,$33.7 million was allocated to land,$87.5 million to buildings and improvements,$21.5 million to intangible assets including in-place lease value, leasing costs, and above-market lease value and$4.6 million to intangible liabilities related to below-market lease value. The weighted average amortization period for the intangible assets and liabilities was 5.4 years at acquisition.

*2026 Dispositions.*During the six months ended June 30, 2026, the Company soldtwo shopping center properties for$90.7 million, generating gains of$2.1 million.

2025 Acquisitions. During the six months ended June 30, 2025, the Company acquired Ashley Park, a shopping center located in Newnan, GA, for a purchase price of $79.8 million, or a total acquisition cost of $80.0 million, including capitalized acquisition costs. Ashley Park comprises approximately 559,000 square feet, was 92% occupied at acquisition, and had a weighted average remaining lease term of 4.1 years at acquisition. Of the total acquisition costs, $26.0 million was allocated to land, $40.9 million to buildings and improvements, $16.8 million to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $3.7 million to intangible liabilities for the below market lease value.

2025 Dispositions. No income properties were disposed of during the six months ended June 30, 2025.

NOTE 4. COMMERCIAL LOANS AND INVESTMENTS

Ourinvestments in commercial loans or similarly structured investments, such as preferred equity, mezzanine loans or other subordinated debt, have been and are expected to continue to be secured by real estate or the borrower’s pledge of its ownership interest in the entity that owns the real estate. The investments are associated with commercial real estate located in the United States, and are current or performing with either a fixed or floating rate. Some of these loans may be syndicated in either a pari-passu or senior/subordinated structure. Commercial first mortgage loans generally provide for a higher recovery rate due to their senior position in the underlying collateral. Commercial mezzanine loans are typically secured by a pledge of the borrower’s equity ownership in the underlying commercial real estate. Unlike a mortgage, a mezzanine loan is not secured by a lien on the property. An investor’s rights in a mezzanine loan are usually governed by an intercreditor agreement that provides holders with the rights to cure defaults and exercise control on certain decisions of any senior debt secured by the same commercial property.

*2026 Activity.*During the six months ended June 30, 2026, the Company entered intotwo preferred equity agreements for aggregate investments of $96.4 million. Origination fees totaling $1.2 million were received on thetwo preferred equity agreements. In addition, the Company funded $17.4 million under existing construction loan commitments. The Company’s $30.0 million Watters Creek preferred equity investment was repaid in full, including all accrued interest.

2025 Activity. During the six months ended June 30, 2025, no new commercial loans or investments were originated; however,$6.4 million of funding, net of origination fees received, was provided for existing construction loans and principal repayments of$5.6 million were received.

Other Activity. Certain commercial loans and investments outstanding as of June 30, 2026 required determinations, at origination, related to variable interest entity matters as described herein:

●Series A Preferred Investment. On July 11, 2024, the Company funded $10.0 million into an escrow account, which escrow closed on August 1, 2024 in exchange for 10,000 shares of 14.000% Series A preferred stock, with a $0.01 par value per share, of a subsidiary of a publicly-traded hospitality, entertainment and real estate company (the “Series A Preferred Investment”). In connection with the investment, the Company received an origination fee of 1.0% or $0.1 million. The investment is not redeemable prior to July 11, 2029, except upon the occurrence of certain specified events. The Company determined, pursuant to FASB ASC Topic 810, Consolidation, that we do not have a variable interest in the entity underlying the Series A Preferred Investment; accordingly, FASB ASC Topic 320, Investments-Debt Securities, was applied and the investment was recorded in the consolidated balance sheets as a commercial loan investment at the time of acquisition.
●Class A Premier Retail Preferred Investment. On April 17, 2026, the Company entered into a preferred equity agreement to provide $75.0 million of funding towards a Class A premier retail property located in the Southwest (the “Class A Premier Retail Preferred Investment”). Pursuant to FASB ASC Topic 810, Consolidation, the Company determined it is not the primary beneficiary of the entity underlying the Class A Premier Retail Preferred Investment; accordingly, the $75.0 million was recorded on the consolidated balance sheets as a commercial loan investment at the time of acquisition. The Class A Premier Retail Preferred Investment is mandatorily redeemable no later than the earlier of April 17, 2028, or upon the occurrence of certain other specified events. The Class A Premier Retail Preferred Investment bears a rate of 12.0% for the first year, and 11.0% thereafter. Additionally, at the election of the managing member of the Class A Premier Retail Preferred Investment, up to 3.0% of the return can be deferred as paid-in-kind (“PIK”) interest for a period of up to one year. If such election is made, any accrued and unpaid deferred return will continue to accrue at the applicable rate, plus 1.0% until repaid. There is an option to extend the stated redemption date for one additional year, in which case the rate would increase to 13.0%. At closing, a 1.25% origination fee, or $0.9 million, was received by the Company. The Class A Premier Retail Preferred Investment represents $75.0 million, or less than 5%, of funding towards the total investment in a Class A retail property located in the Southwest. The remaining funding is comprised of a combination of third-party sponsorship equity and secured debt.
●Grocery-Anchored Retail Development Preferred Investment. On May 7, 2026, the Company entered into a preferred equity agreement to provide $21.4 million of funding towards a grocery-anchored retail shopping center located in the Northeast (the “Grocery-Anchored Retail Development Preferred Investment”). Pursuant to FASB ASC Topic 810, Consolidation, the Company determined it is not the primary beneficiary of the entity underlying

the Grocery-Anchored Retail Development Preferred Investment; accordingly, the $21.4 million was recorded on the consolidated balance sheets as a commercial loan investment at the time of acquisition. The Grocery-Anchored Retail Development Preferred Investment is mandatorily redeemable on October 31, 2027, with a one-year option to extend to October 31, 2028. The Grocery-Anchored Retail Development Preferred Investment bears a rate of 12.0%, including 3.0% accrued PIK interest. If the one-year extension is exercised, the rate would increase to 13.0%, including 3.0% accrued PIK interest. At closing, a 1.00% origination fee, or $0.2 million, was received by the Company. The Grocery-Anchored Retail Development Preferred Investment represents $21.4 million, or approximately 17%, of funding towards the total investment in the grocery-anchored retail development located in the Northeast (the “Grocery-Anchored Retail Development”). The remaining funding is comprised of a combination of third-party sponsorship equity and secured debt.

The Company’s commercial loans and investments were comprised of the following at June 30, 2026 (in thousands):

​​​​​​​​​​​​​​​​
Description · ​ ​ ​ · Date of Investment · ​ ​ ​ · Maturity Date · ​ ​ ​ · Original Face Amount · ​ ​ ​ · Current Face Amount · ​ ​ ​ · Carrying Value · ​ ​ ​ · Coupon Rate
Mortgage Note – Founders Square – Dallas, TX​March 2023​March 2027​​15,000​​15,000​​14,957​9.50%
Series A Preferred Investment​July 2024​July 2029​​10,000​​10,000​​9,939​14.00%
Construction Loan - Rivana - Herndon, VA (1)​September 2024​September 2028​​59,450​​44,130​​42,780​11.62%
Construction Loan - Whole Foods - Forsyth, GA​November 2024​May 2027​​40,200​​21,268​​21,132​12.15%
Mortgage Note - Mainstreet - Daytona Beach, FL​August 2025​August 2030​​5,000​​5,000​​4,979​6.50%
Class A Premier Retail Preferred Investment – Southwest​April 2026​April 2028​​75,750​​75,750​​74,235​12.00 %
Grocery-Anchored Retail Development Preferred Investment – Northeast (2)​May 2026​October 2027​​21,363​​21,460​​21,269​12.00 %
​​​​​​$226,763​$192,608​$189,291​​
CECL Reserve​​​​​​​​​​​​(1,903)​​
Total Commercial Loans and Investments​​​​​​​​​​​$187,388​​
(1)Amounts funded prior to December 31, 2025 carry a coupon rate of 11.50%, while draws subsequent to that date have a 12.00% coupon rate, including 10.00% cash and 2.00% accrued paid-in-kind interest. The disclosed rate of 11.62% represents the weighted average coupon rate as of June 30, 2026.
(2)The coupon rate is comprised of 9.00% cash interest and 3.00% paid-in-kind.

The Company’s commercial loans and investments were comprised of the following at December 31, 2025 (in thousands):

​​​​​​​​​​​​​​​​
Description · ​ ​ ​ · Date of Investment · ​ ​ ​ · Maturity Date · ​ ​ ​ · Original Face Amount · ​ ​ ​ · Current Face Amount · ​ ​ ​ · Carrying Value · ​ ​ ​ · Coupon Rate
Preferred Investment – Watters Creek – Allen, TX​April 2022​April 2026​$30,000​$30,000​$29,980​9.50%
Mortgage Note – Founders Square – Dallas, TX (1)​March 2023​March 2027​​15,000​​15,000​​14,992​8.75%
Series A Preferred Investment​July 2024​July 2029​​10,000​​10,000​​9,929​14.00%
Construction Loan - Rivana - Herndon, VA (2)​September 2024​September 2028​​59,450​​34,246​​32,478​11.50%
Construction Loan - Whole Foods - Forsyth, GA​November 2024​May 2027​​40,200​​13,804​​13,588​12.15%
Mortgage Note - Mainstreet - Daytona Beach, FL​August 2025​August 2030​​5,000​​5,000​​4,977​6.50%
​​​​​​$159,650​$108,050​$105,944​​
CECL Reserve​​​​​​​​​​​​(1,140)​​
Total Commercial Loans and Investments​​​​​​​​​​​$104,804​​
​​​​​​​​​​​​​​​​
(1)Coupon rate increased to 9.5% effective January 1, 2026.
(2)Future draws funded will have a 12.0% coupon rate including 10% cash and 2.0% accrued paid-in-kind interest.

The carrying value of the commercial loans and investments portfolio at June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

​​​​​​​
​ · ​ · As of
​ · ​ ​ ​ · June 30, 2026 · ​ ​ ​ · December 31, 2025
Current Face Amount​$192,608​$108,050
Unaccreted Origination Fees​​(1,760)​​(778)
Unaccreted Exit Fees​​(1,557)​​(1,328)
CECL Reserve​​(1,903)​​(1,140)
Total Commercial Loans and Investments​$187,388​$104,804

NOTE 5. MANAGEMENT SERVICES BUSINESS

The Company’s management fee income is within the scope of FASB ASC Topic 606,Revenue from Contracts with Customers. Management fee income is recognized as revenue over time, over the period the services are performed.

Related Party Management of Alpine Income Property Trust. Pursuant to the Company’s management agreement with PINE, the Company generates a base management fee equal to 0.375% per quarter of PINE’s total equity (as defined in the management agreement and based on a 1.5% annual rate), calculated and payable in cash, quarterly in arrears. The Company has waived a portion of the base management fee attributable to the inclusion of the net cash proceeds from the issuance of PINE’s Series A Preferred Stock in PINE’s “total equity” (the “Incremental Equity Base”), such that the base management fee rate on the Incremental Equity Base is equal to 0.75% per annum (0.1875% per fiscal quarter), instead of 1.50% per annum (0.375% per fiscal quarter), as provided in the management agreement. The Company also has an opportunity to achieve additional cash flows as manager of PINE pursuant to an annual incentive fee based on PINE’s total stockholder return exceeding an 8% cumulative annual hurdle rate (the “Outperformance Amount”) subject to a high-water mark price. PINE would pay the Company an incentive fee with respect to each annual measurement period in an amount equal to the greater of (i) $0.00 and (ii) the product of (a)15% multiplied by (b) the Outperformance Amount multiplied by (c) the weighted average shares. No incentive fee was earned for the year ended December 31, 2025.

The Company earned management fees from PINE of $1.4 million and $1.1 million for the three months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026 and 2025, the Company earned management fee revenue from PINE totaling$2.7 million and$2.2 million, respectively. Dividend income for each of the three month periods ended June 30, 2026 and 2025 totaled $0.7 million. Dividend income for the six month periods ended June 30, 2026 and 2025 totaled $1.5 million and $1.3 million, respectively. Management fee revenue from PINE, included inmanagement services, and dividend income, included in investment and other income, are reflected in the accompanying consolidated statements of operations.

The following table represents amounts due from PINE as of June 30, 2026 and December 31, 2025 which are included in other assets on the consolidated balance sheets (in thousands):

​​​​​​​
​ · ​ · As of
Description · ​ ​ ​ · June 30, 2026 · ​ · December 31, 2025
Management Services Fee Due From PINE​$1,389​$1,142
Dividend Receivable​​365​​349
Other​​80​​888
Total​$1,834​$2,379

On November 26, 2019, as part of PINE’s IPO, the Company sold PINE 15 properties for aggregate cash consideration of $125.9 million. In connection with the IPO, the Company contributed to the PINE Operating Partnership five properties in exchange for an aggregate of 1,223,854 OP Units, which had an initial value of $23.3 million. Additionally, on November 26, 2019, the Company purchased 394,737 shares of PINE common stock for a total purchase price of $7.5 million in a private placement and 421,053 shares of PINE common stock in the IPO for a total purchase price of $8.0 million.

From time to time following PINE’s IPO, the Company’s Board of Directors has authorized the purchase by the Company of additional shares of common stock of PINE. Pursuant to these authorizations, the Company has purchased

431,912 shares of PINE common stock on the open market subsequent to PINE’s IPO for a total cost of $7.0 million, including fees, or a weighted average gross price of $16.15 per share. No purchases of PINE common stock were completed during the three months ended June 30, 2026.

As of June 30, 2026, the Company owns, in the aggregate,1,223,854 OP Units and 1,247,702 shares of PINE common stock, representing an investment totaling $51.3 million, or 13.1% of PINE’s outstanding equity.

*Portfolio Management Agreement.*On December 4, 2023, the Company entered into an asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”). Although the Company has no direct relationship with the third party, PINE is a lender to the third-party pursuant to a mortgage note originated by PINE which is secured by the portfolio. The Company receives (or expects to receive) asset management fees, disposition management fees, leasing commissions, and other fees related to the Company’s management and administration of the portfolio pursuant to the Portfolio Management Agreement. The Company also entered into a revenue sharing agreement with PINE whereby PINE will receive the portion of fees earned by the Company under the Portfolio Management Agreement which are attributable to the single tenant properties within the portfolio. Pursuant to the Portfolio Management Agreement, which is included in management fee income on the Company’s consolidated statements of operations, the Company recognized less than $0.1 million and $0.1 million of revenue during the three months ended June 30, 2026 and June 30, 2025, respectively. During the six months ended June 30, 2026 and 2025, the Company recognized revenue of $0.1 million and $0.2 million, respectively, pursuant to the Portfolio Management Agreement.

*Asset Management Agreement.*The Company receives management and other fees pursuant to a subsurface management agreement. The Company recognized less than$0.1 million of revenue during each of the three and six month periods ended June 30, 2026 and 2025 pursuant to this agreement, which is included in management fee income on the Company’s consolidated statements of operations.

NOTE 6. INVESTMENT SECURITIES

As of June 30, 2026, the Company owns, in the aggregate and on a fully diluted basis,2.47 million shares of PINE, or 13.1% of PINE’s total common shares outstanding for an investment value of $51.3 million, which total includes 1.2 million OP Units, or 6.5%, which the Company received in exchange for the contribution of certain income properties to the PINE Operating Partnership, in addition to 1,247,702 shares of common stock owned by the Company, or 6.6%. The Company has elected the fair value option related to the aggregate investment in securities of PINE pursuant to ASC 825. For detailed financial information regarding PINE, please refer to its financial statements, which are publicly available on the website of the Securities and Exchange Commission at http://www.sec.gov under the ticker symbol “PINE.”

The Company calculates the unrealized gain or loss based on the closing stock price of PINE at each respective balance sheet date. The unrealized, non-cash gains and losses resulting from the changes in the closing stock price of PINE are included in investment and other income (loss) in the accompanying consolidated statements of operations.

The Company’s available-for-sale securities as of June 30, 2026 and December 31, 2025 are summarized below (in thousands):

​​​​​​​​​​​​​
​ · ​ ​ ​ · Cost · ​ ​ ​ · Unrealized Gains inInvestment Income · ​ ​ ​ · UnrealizedLosses inInvestment Income · ​ ​ ​ · EstimatedFair Value(Level 1 Inputs)
June 30, 2026​​​​​​​​​​​​
Common Stock​$22,486​$3,416​$—​$25,902
Operating Units​​23,253​​2,155​​—​​25,408
Total Equity Securities​$45,739​$5,571​$—​$51,310
​​​​​​​​​​​​​
December 31, 2025​​​​​​​​​​​​
Common Stock​$22,486​$—​$(1,625)​$20,861
Operating Units​​23,253​​—​​(2,790)​​20,463
Total Equity Securities​$45,739​$—​$(4,415)​$41,324

NOTE 7. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying value and estimated fair value of the Company’s financial instruments not carried at fair value on the consolidated balance sheets at June 30, 2026 and December 31, 2025 (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · June 30, 2026 · ​ · December 31, 2025
​​ ​ ​Carrying Value​ ​ ​Estimated Fair Value​ ​ ​Carrying Value​ ​ ​Estimated Fair Value
Cash and Cash Equivalents - Level 1​$8,056​$8,056​$6,467​$6,467
Restricted Cash - Level 1​$35,447​$35,447​$34,652​$34,652
Commercial Loans and Investments - Level 2​$187,388​$194,905​$104,804​$109,828
Long-Term Debt - Level 2​$658,705​$658,872​$616,345​$608,419

To determine estimated fair values of the financial instruments listed above, market rates of interest, which include credit assumptions, were used to discount contractual cash flows. The estimated fair values are not necessarily indicative of the amount the Company could realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts.

The following table presents the fair value of assets (liabilities) measured on a recurring basis by level as of June 30, 2026 and December 31, 2025 (in thousands). See Note 15, “Interest Rate Swaps” for further disclosure related to the Company’s interest rate swaps.

​​​​​​​​​​​​​
​ · ​ · ​ · ​ · ​ · Fair Value at Reporting Date Using
​ · ​ · Fair Value · ​ ​ ​ · Quoted Prices in Active Markets for Identical Assets(Level 1) · ​ ​ ​ · Significant Other Observable Inputs(Level 2) · ​ ​ ​ · Significant Unobservable Inputs(Level 3)
June 30, 2026​​​​​​​​​​​​
Cash Flow Hedge - 2027 Term Loan Interest Rate Swaps​$1,684​ ​ ​$—​ ​ ​$1,684​ ​ ​$—
Cash Flow Hedge - 2028 Term Loan Interest Rate Swaps​$321​ ​ ​$—​ ​ ​$321​ ​ ​$—
Cash Flow Hedge - 2029 Term Loan Interest Rate Swaps​$1,996​ ​ ​$—​ ​ ​$1,996​ ​ ​$—
Cash Flow Hedge - 2030 Term Loan Interest Rate Swaps​$2,000​ ​ ​$—​ ​ ​$2,000​ ​ ​$—
Cash Flow Hedge - Revolving Credit Facility Interest Rate Swaps​$70​ ​ ​$—​ ​ ​$70​ ​ ​$—
Investment Securities​$51,310​ ​ ​$51,310​ ​ ​$—​ ​ ​$—
December 31, 2025​​​​​​​​​​​​
Cash Flow Hedge - 2027 Term Loan Interest Rate Swaps​$1,496​ ​ ​$—​ ​ ​$1,496​ ​ ​$—
Cash Flow Hedge - 2028 Term Loan Interest Rate Swaps​$(1,351)​ ​ ​$—​ ​ ​$(1,351)​ ​ ​$—
Cash Flow Hedge - 2029 Term Loan Interest Rate Swaps​$(5)​ ​ ​$—​ ​ ​$(5)​ ​ ​$—
Cash Flow Hedge - 2030 Term Loan Interest Rate Swaps​$(48)​$—​$(48)​$—
Cash Flow Hedge - Revolving Credit Facility Interest Rate Swaps​$(497)​ ​ ​$—​$(497)​$—
Investment Securities​$41,324​ ​ ​$41,324​ ​ ​$—​ ​ ​$—

NOTE 8. INTANGIBLE ASSETS AND LIABILITIES

Intangible assets and liabilities consist 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 fair values. Intangible assets and liabilities consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

​​​​​​​
​ · ​ · As of
​ · ​ ​ ​ · June 30,2026 · ​ ​ ​ · December 31,2025
Intangible Lease Assets:​​​​​​
Value of In-Place Leases​$94,980​$99,346
Value of Above Market In-Place Leases​​19,145​​23,052
Value of Intangible Leasing Costs​​30,961​​29,963
Sub-total Intangible Lease Assets​​145,086​​152,361
Accumulated Amortization​​(61,295)​​(67,651)
Sub-total Intangible Lease Assets—Net​​83,791​​84,710
Intangible Lease Liabilities:​​​​​​
Value of Below Market In-Place Leases​​(42,333)​​(42,144)
Sub-total Intangible Lease Liabilities​​(42,333)​​(42,144)
Accumulated Amortization​​10,761​​10,658
Sub-total Intangible Lease Liabilities—Net​​(31,572)​​(31,486)
Total Intangible Assets and Liabilities—Net​$52,219​$53,224

The following table reflects the net amortization of intangible assets and liabilities during the three and six months ended June 30, 2026 and 2025 (in thousands):

​​​​​​​​​​​​​
​ · ​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​ · ​ · 2026 · ​ · 2025 · ​ · 2026 · ​ · 2025
Amortization Expense​$6,006​$6,287​$12,300​$12,316
Accretion to Income Properties Revenue​​(699)​​(267)​​(1,609)​​(716)
Net Amortization of Intangible Assets and Liabilities​$5,307​$6,020​$10,691​$11,600

Amortization expense and accretion to income properties revenue for the three and six months ended June 30, 2026 includes $0.1 million and $0.4 million, respectively, related to the acceleration of lease intangibles resulting from certain lease terminations during the period. For the three and six months ended June 30, 2025, amortization expense and accretion to income properties revenue included $0.6 million and $1.3 million, respectively, related to the acceleration of lease intangibles resulting from certain lease terminations during the period.

The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands):

The estimated future amortization expense (income) related to net intangible assets and liabilities is as follows (in thousands):​​​​​​​​​
As of June 30, 2026 · ​ ​ ​ · Future Amortization Expense · ​ ​ ​ · Future Accretion to Income Property Revenue · ​ ​ ​ · Net Future Amortization of Intangible Assets and Liabilities
Remainder of 2026​$10,895​$(1,617)​$9,278
2027​​17,726​​(2,644)​​15,082
2028​​12,581​​(2,556)​​10,025
2029​​8,425​​(2,490)​​5,935
2030​​6,689​​(2,091)​​4,598
2031​​5,595​​(2,132)​​3,463
2032 and Thereafter​​12,853​​(9,015)​​3,838
Total​$74,764​$(22,545)​$52,219

As of June 30, 2026, the weighted average amortization period of total intangible assets and liabilities was 7.8 years and 9.9 years, respectively.

NOTE 9. PROVISION FOR IMPAIRMENT AND ADJUSTMENT TO CECL RESERVE

Income Properties. There wereno impairment charges on the Company’s income property portfolio during the six months ended June 30, 2026 or 2025.

Commercial Loans and Investments. During the three and six months ended June 30, 2026, the Company recorded an impairment charge of $1.1 million and $0.8 million, respectively, related to its commercial loans and investments. No CECL impairment was recognized during the six months ended June 30, 2025.

NOTE 10. OTHER ASSETS

Other assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

​​​​​​​
​ · ​ · As of
​ · ​ ​ ​ · June 30, 2026 · ​ ​ ​ · December 31, 2025
Income Property Tenant Receivables, Net of Allowance for Doubtful Accounts (1)​$4,032​$3,936
Income Property Straight-line Rent Adjustment​​8,934​​8,889
Income Property Leasing Commissions and Costs, Net​​10,050​​9,303
Operating Leases - Right-of-Use Asset​​183​​241
Cash Flow Hedge - Interest Rate Swap​​6,071​​2,999
Prepaid Expenses, Deposits, and Other​​18,500​​7,770
Due from Alpine Income Property Trust, Inc.​​1,834​​2,379
Financing Costs, Net of Accumulated Amortization​​393​​690
Total Other Assets​$49,997​$36,207
(1)Allowance for doubtful accounts was $3.3 million and $2.6 million as of June 30, 2026 and December 31, 2025, respectively.

NOTE 11. EQUITY

SHELF REGISTRATION

On October 11, 2022, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $500.0 million (the “2022 Registration Statement”). The Securities and Exchange Commission declared the 2022 Registration Statement effective on October 26, 2022.

On October 16, 2024, the Company filed a new shelf registration statement on Form S-3, relating to the registration and potential issuance of its common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $500.0 million (the “2024 Registration Statement”). The Securities and Exchange Commission declared the 2024 Registration Statement effective on November 12, 2024. The 2022 Registration Statement was terminated concurrently with the effectiveness of the 2024 Registration Statement.

EQUITY OFFERING

On December 5, 2022, the Company completed a follow-on public offering of 3,450,000 shares of common stock, which included the full exercise of the underwriters’ option to purchase an additional 450,000 shares of common stock. Upon closing, the Company issued 3,450,000 shares and received net proceeds of $62.4 million, after deducting the underwriting discount and expenses.

ATM PROGRAM

On April 30, 2021, the Company implemented a $150.0 million “at-the-market” equity offering program (the “2021 ATM Program”) pursuant to which the Company sold shares of the Company’s common stock. During the year ended December 31, 2022, the Company sold 961,261 shares under the 2021 ATM Program for gross proceeds of $21.1 million at a weighted average price of $21.99 per share, generating net proceeds of $20.8 million after deducting transaction fees totaling less than $0.3 million. The 2021 ATM Program was terminated in connection with the establishment of the 2022 ATM Program, hereinafter defined.

On October 28, 2022, the Company implemented a $150.0 million “at-the-market” equity offering program (the “2022 ATM Program”) pursuant to which the Company sold shares of the Company’s common stock. During the year ended December 31, 2022, the Company sold 604,765 shares under the 2022 ATM Program for gross proceeds of $12.3 million at a weighted average price of $20.29 per share, generating net proceeds of $12.1 million after deducting transaction fees totaling $0.2 million.

In the aggregate, under the 2021 ATM Program and 2022 ATM Program, during the year ended December 31, 2022, the Company sold 1,566,026 shares for gross proceeds of $33.4 million at a weighted average price of $21.33 per share, generating net proceeds of $32.9 million after deducting transaction fees totaling $0.5 million. The Company was not active under the 2022 ATM Program during the year ended December 31, 2023. During the year ended December 31, 2024, the Company sold 7,226,192 shares under the 2022 ATM Program for gross proceeds of $134.2 million at a weighted average price of $18.58 per share, generating net proceeds of $132.2 million after deducting transaction fees of $2.0 million. The 2022 ATM Program was terminated in connection with the establishment of the 2024 ATM Program, hereinafter defined.

On November 12, 2024, the Company implemented a $250.0 million “at-the-market” equity offering program (the “2024 ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s common stock. During the year ended December 31, 2024, the Company sold 1,696,601 shares under the 2024 ATM Program for gross proceeds of $33.5 million at a weighted average price of $19.77 per share, generating net proceeds of $33.0 million after deducting transaction fees of $0.5 million. The Company was not active under the 2024 ATM Program during the year ended December 31, 2025. During the six months ended June 30, 2026, the Company sold 4,917,499 shares under the 2024 ATM Program for gross proceeds of $99.2 million at a weighted average price of $20.18 per share, generating net proceeds of $97.8 million after deducting transaction fees of $1.4 million. As of June 30, 2026, $117.2 million of availability remained under the 2024 ATM Program.

PREFERRED STOCK

On June 28, 2021, the Company priced a public offering of 3,000,000 shares of its 6.375% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) at a public offering price of $25.00 per share. The offering closed on July 6, 2021 and generated total net proceeds to the Company of $72.4 million, after deducting the underwriting discount and expenses.

On April 4, 2024, the Company priced a public offering of 1,500,000 additional shares of the Series A Preferred Stock, liquidation preference$25.00 per share, at a public offering price of$20.00 per share. The Company also granted the underwriters a 30-day option to purchase up to an additional 225,000 shares of the Series A Preferred Stock to cover over-allotments, which the underwriters exercised with respect to 218,417 shares on April 9, 2024. Upon closing on April 11, 2024,1,718,417 shares of the Series A Preferred Stock (including the 218,417 shares of Series A Preferred Stock issued pursuant to the underwriters’ option) were issued generating net proceeds of$33.1 million, after deducting the underwriting discount and offering expenses payable by the Company.

On August 23, 2024, the Company implemented a $24.5 million “at-the-market” preferred stock equity offering program (the “August 2024 Preferred Stock ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Series A Preferred Stock. During the year ended December 31, 2024, the Company sold 15,844 shares under the August 2024 Preferred Stock ATM Program generating net proceeds of $0.4 million at a weighted average price of $23.22 per share after deducting transaction fees of less than $0.1 million. The August 2024 Preferred Stock ATM Program was terminated in connection with the establishment of the November 2024 Preferred Stock ATM Program, hereinafter defined. On November 12, 2024, the Company implemented a $25.0 million “at-the-market” preferred stock equity offering program (the “November 2024 Preferred Stock ATM Program”) pursuant to which the Company may sell, from

time to time, shares of the Series A Preferred Stock. The Company was not active under the November 2024 Preferred Stock ATM Program during the six months ended June 30, 2026. As of June 30, 2026, $25.0 million of availability remained under the November 2024 Preferred Stock ATM Program.

The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company. The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed.

The Series A Preferred Stock is not redeemable by the Company prior to July 6, 2026 except under limited circumstances intended to preserve the Company’s qualification as a REIT for U.S. federal income tax purposes or upon the occurrence of a change of control, as defined in the Articles Supplementary designating the Series A Preferred Stock (the “Articles Supplementary”). Upon such change in control, the Company may redeem, at its election, the Series A Preferred Stock at a redemption price of $25.00 per share plus any accumulated and unpaid dividends up to, but excluding the date of redemption, and in limited circumstances, the holders of the Series A Preferred Stock may convert some or all of their Series A Preferred Stock into shares of the Company’s common stock at conversion rates set forth in the Articles Supplementary.

See Note 13, “Share Repurchases” for the Company’s Series A Preferred Stock repurchase activity.

DIVIDENDS

The Company elected to be taxed as a REIT for U.S. federal income tax purposes under the Code commencing with its taxable year ended December 31, 2020. In order to maintain its qualification as a REIT, the Company must annually distribute, at a minimum, an amount equal to 90% of its taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains, and must distribute 100% of its taxable income (including net capital gains) to eliminate U.S. federal income taxes payable by the Company. Because taxable income differs from cash flow from operations due to non-cash revenues and expenses (such as depreciation and other items), in certain circumstances, the Company may generate operating cash flow in excess of its dividends, or alternatively, may need to make dividend payments in excess of operating cash flows.

The following table outlines dividends declared and paid for the Series A Preferred Stock and the Company’s common stock during the three and six months ended June 30, 2026 and 2025 (in thousands, except per share data):

​​​​​​​​​​​​​
​ · ​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025
Series A Preferred Stock​​​​​​​​​​​​
Dividends​$1,878​$1,878​$3,756​$3,756
Per Share​$0.40​$0.40​$0.80​$0.80
​​​​​​​​​​​​​
Common Stock​​​​​​​​​​​​
Dividends​$13,904​$12,008​$26,464​$24,430
Per Share​$0.38​$0.38​$0.76​$0.76

NOTE 12. COMMON STOCK AND EARNINGS PER SHARE

Basic earnings per common share is computed by dividing net income (loss) attributable to common stockholders during the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share is based on the assumption of the vesting of restricted stock at the beginning of each period using the treasury stock method at average cost for the periods.

The following is a reconciliation of basic and diluted earnings per common share for each of the periods presented (in thousands, except share and per share data):

​​​​​​​​​​​​​​
​ · ​ · Three Months EndedJune 30, · ​ · Six Months EndedJune 30, · ​
​ · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​ ​ ​ · 2026 · ​ ​ ​ · 2025 · ​
Basic and Diluted Earnings:​​​​​​​​​​​​​
Net Income (Loss) Attributable to Common Stockholders​$13,234​$(25,296)​$17,561​$(24,913)​
​​​​​​​​​​​​​​
Basic and Diluted Shares:​​​​​​​​​​​​​
Weighted Average Shares Outstanding, Basic​​34,988,612​​32,678,771​​33,760,706​​32,118,982​
Common Shares Applicable to Unvested Restricted Stock Using the Treasury Stock Method​​36,030​​49,060​​27,637​​55,592​
Weighted Average Shares Outstanding, Diluted​​35,024,642​​32,727,831​​33,788,343​​32,174,574​
​​​​​​​​​​​​​​
Per Share Information:​​​​​​​​​​​​​
Net Income (Loss) Attributable to Common Stockholders​​​​​​​​​​​​​
Basic and Diluted​$0.38​$(0.77)​$0.52​$(0.78)​

There were 36,030 and 27,637 potentially dilutive shares related to the Company’s restricted stock for the three and six months ended June 30, 2026, respectively. There were 49,060 and 55,592 potentially dilutive shares related to the Company’s restricted stock for the three and six months ended June 30, 2025, respectively.

NOTE 13. SHARE REPURCHASES

COMMON STOCK REPURCHASE PROGRAM

In February 2020, the Company’s Board of Directors approved a$10.0 million common stock repurchase program (the “$10.0 Million Common Stock Repurchase Program”). During the year ended December 31, 2020, the Company repurchased 265,695 shares of its common stock on the open market for a total cost of$4.1 million, or an average price per share of$15.43. During the year ended December 31, 2021, the Company repurchased 121,659 shares of its common stock on the open market for a total cost of$2.2 million, or an average price per share of$18.16. During the year ended December 31, 2022, the Company repurchased 145,724 shares of its common stock on the open market for a total cost of$2.8 million, or an average price per share of$19.15. No repurchases were made pursuant to the$10.0 Million Common Stock Repurchase Program during the year ended December 31, 2023.

On February 16, 2023, the Company’s Board of Directors approved a common stock repurchase program (the “February 2023$5.0 Million Common Stock Repurchase Program”), which eliminated the unutilized portion of the$10.0 Million Common Stock Repurchase Program. Pursuant to the February 2023$5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to$5.0 million. During the three months ended March 31, 2023, the Company repurchased 303,354 shares of its common stock on the open market for a total cost of$5.0 million, or an average price per share of$16.48, pursuant to the February 2023$5.0 Million Common Stock Repurchase Program. Accordingly, as of March 31, 2023, no shares of the Company’s common stock remained available for repurchase under the February 2023 $5.0 Million Common Stock Repurchase Program.

On April 25, 2023, the Company’s Board of Directors approved a common stock repurchase program,(the “April 2023$5.0 Million Common Stock Repurchase Program”). Pursuant to the April 2023$5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to$5.0 million. During the year ended December 31, 2023, the Company repurchased 62,015 shares of its common stock on the open market for a total cost of$1.0 million, or an average price per share of$15.72. The April 2023$5.0 Million Common Stock Repurchase Program was terminated in connection with the establishment of the December 2023$5.0 Million Common Stock Repurchase Program (hereinafter defined).

On December 12, 2023, the Company’s Board of Directors approved a common stock repurchase program(the “December 2023$5.0 Million Common Stock Repurchase Program”). Pursuant to the December 2023$5.0 Million Common Stock Repurchase Program, the Company was authorized to repurchase shares of its common stock for a total purchase price of up to$5.0 million. During the year ended December 31, 2024, the Company repurchased 40,726 shares of its common stock on the open market for a total cost of$0.7 million, or an average price per share of$16.28 pursuant to the December 2023$5.0 Million Common Stock Repurchase Program. During the year ended December 31, 2025, the Company repurchased 266,161 shares of its common stock on the open market for a total cost of$4.3 million, or an average price per share of$16.29 pursuant to the December 2023$5.0 Million Common Stock Repurchase Program. Accordingly, as of the date that the Company’s Board of Directors established the September 2025$10.0 Million Common Stock Repurchase Program (hereinafter defined), no shares of the Company’s common stock remained available for repurchase under the December 2023$5.0 Million Common Stock Repurchase Program.

On September 24, 2025, the Company’s Board of Directors approved a common stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares(the “September 2025$10.0 Million Common Stock Repurchase Program”). Pursuant to the September 2025$10.0 Million Common Stock Repurchase Program, the Company may repurchase shares of its common stock for a total purchase price of up to$10.0 million. Shares may be purchased under the September 2025$10.0 Million Common Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The September 2025$10.0 Million Common Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended. During the year ended December 31, 2025, the Company repurchased 307,563 shares of its common stock on the open market for a total cost of $5.0 million, or an average price per share of $16.26 under the September 2025 $10.0 Million Common Stock Repurchase Program. In the aggregate, under the December 2023$5.0 Million Common Stock Repurchase Program and September 2025$10.0 Million Common Stock Repurchase Program, the Company repurchased 573,724 shares of its common stock on the open market for a total cost of$9.3 million, or an average price per share of$16.27 during the year ended December 31, 2025.

No shares of the Company’s common stock were purchased under the September 2025 $10.0 Million Common Stock Repurchase Program during the six months ended June 30, 2026. As of June 30, 2026, $5.0 million remained available for repurchases under the September 2025 $10.0 Million Common Stock Repurchase Program.

SERIES A PREFERRED STOCK REPURCHASE PROGRAM

On February 16, 2023, the Company’s Board of Directors approved a Series A Preferred Stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Series A Preferred Stock Repurchase Program”). Pursuant to the Series A Preferred Stock Repurchase Program, the Company may repurchase shares of its Series A Preferred Stock for a total purchase price of up to $3.0 million. Shares may be purchased under the Series A Preferred Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Exchange Act. The Series A Preferred Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its Series A Preferred Stock and may be modified or suspended. During the year ended December 31, 2023, the Company repurchased 21,192 shares of Series A Preferred Stock on the open market for a total cost of $0.4 million, or an average price per share of $18.45. No shares of the Company’s Series A Preferred Stock were repurchased under the Series A Preferred Stock Repurchase Program during the six months ended June 30, 2026 or 2025.

NOTE 14. LONG-TERM DEBT

As of June 30, 2026, the Company’s outstanding indebtedness, at face value, was as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · Face Value Debt · ​ ​ ​ · Maturity Date · Interest Rate · ​ ​ ​ · Wtd. Avg. Rate
Revolving Credit Facility (1)$193,000​January 2027​​SOFR + 0.10% +[1.25% - 2.20%]​​5.17%
2027 Term Loan (2)​100,000​January 2027​​SOFR + 0.10% +[1.25% - 2.20%]​​2.80%
2028 Term Loan (3)​100,000​January 2028​​SOFR + 0.10% +[1.20% - 2.15%]​​5.18%
2029 Term Loan (4)​125,000​September 2029​​SOFR +[1.20% - 2.15%]​​4.67%
2030 Term Loan (5)​125,000​September 2030​​SOFR +[1.20% - 2.15%]​​4.69%
Mortgage Note Payable​17,800​August 2026​​4.060%​​4.06%
Total Long-Term Face Value Debt$660,800​​​​​​​​4.60%
(1)The Company utilized interest rate swaps on $50.0 million of the Credit Facility balance to fix SOFR and achieve a weighted average fixed swap rate of 3.85% plus the 10 bps SOFR adjustment plus the applicable spread.
(2)The Company utilized interest rate swaps on the $100.0 million 2027 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 1.35% plus the 10 bps SOFR adjustment plus the applicable spread.
(3)The Company utilized interest rate swaps on the $100.0 million 2028 Term Loan balance to fix SOFR and achieve a fixed swap rate of 3.78% plus the 10 bps SOFR adjustment plus the applicable spread.
(4)The Company utilized interest rate swaps on the $125.0 million 2029 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 3.37% plus the applicable spread.
(5)The Company utilized interest rate swaps on the $125.0 million 2030 Term Loan balance to fix SOFR and achieve a weighted average fixed swap rate of 3.39% plus the applicable spread.

*BMO Credit Agreement.*The Company has entered into a credit agreement (as amended and restated and further amended to date, the “BMO Credit Agreement”) with Bank of Montreal (“BMO”) and the other lenders thereunder, with BMO acting as the administrative agent for the lenders thereunder. The BMO Credit Agreement provides for:

●a $300.0 million unsecured revolving credit facility that matures on January 31, 2027 (the “Revolving Credit Facility”);
●a $100.0 million unsecured term loan that matures on January 31, 2027 (the “2027 Term Loan”);
●a $100.0 million unsecured term loan that matures on January 31, 2028 (the “2028 Term Loan”); and
●an accordion option that allows the Company to request additional revolving loan commitments and additional term loan commitments, provided, (a) the aggregate amount of revolving loan commitments shall not exceed $750.0 million and (b) the aggregate amount of term loan commitments shall not exceed $500.0 million.

As of June 30, 2026, the Revolving Credit Facility had a $193.0 million balance outstanding, and the undrawn commitment under the Revolving Credit Facility totaled $107.0 million.

The BMO Credit Agreement contains customary restrictive covenants including, but not limited to, limitations on the Company’s ability to: (a) incur indebtedness; (b) make certain investments; (c) incur certain liens; (d) engage in certain affiliate transactions; and (e) engage in certain major transactions such as mergers. In addition, the Company is subject to various financial maintenance covenants under the BMO Credit Agreement including, but not limited to, a maximum indebtedness ratio, a maximum secured indebtedness ratio, and a minimum fixed charge coverage ratio. The BMO Credit Agreement also contains affirmative covenants and events of default including, but not limited to, a cross default to the Company’s other indebtedness and upon the occurrence of a change in control. The Company’s failure to comply with these covenants or the occurrence of an event of default could result in acceleration of the Company’s debt and other financial obligations under the BMO Credit Agreement.

*KeyBank Credit Agreement.*The Company has also entered into a credit agreement (as amended to date, the “KeyBank Credit Agreement”) with the lenders party thereto and KeyBank National Association, as administrative agent. The KeyBank Credit Agreement provides for:

●a term loan in the amount of $125.0 million that matures on September 30, 2029 (the “2029 Term Loan”); and
●a term loan in the amount of $125.0 million that matures on September 30, 2030 (the “2030 Term Loan”).

The KeyBank Credit Agreement contains customary restrictive covenants including, but not limited to, limitations on the Company’s ability to: (a) incur indebtedness; (b) make certain investments; (c) incur certain liens; (d) engage in certain affiliate transactions; and (e) engage in certain major transactions such as mergers. In addition, the Company is subject to various financial maintenance covenants under the KeyBank Credit Agreement.

Mortgage Notes Payable. On March 3, 2022, in connection with the acquisition of Price Plaza Shopping Center, the Company assumed an existing$17.8 million secured fixed-rate mortgage note payable, which bears interest at a fixed rate of 4.06% and matures in August 2026.

Long-term debt consisted of the following (in thousands):

​​​​​​​​​​​​
​ · June 30, 2026 · ​ · December 31, 2025
​ · Total · ​ ​ ​ · Due Within One Year · Total · ​ ​ ​ · Due Within One Year
Revolving Credit Facility$193,000​$193,000​$151,000​$—
2027 Term Loan​100,000​​100,000​​100,000​​—
2028 Term Loan​100,000​​—​​100,000​​—
2029 Term Loan​125,000​​—​​125,000​​—
2030 Term Loan​125,000​​—​​125,000​​—
Mortgage Note Payable​17,800​​17,800​​17,800​​17,800
Financing Costs, net of Accumulated Amortization​(2,095)​​—​​(2,455)​​—
Total Long-Term Debt$658,705​$310,800​$616,345​$17,800

Payments applicable to reduction of principal amounts as of June 30, 2026 will be required as follows (in thousands):

​​​
As of June 30, · Amount
Remainder of 2026$17,800
2027​293,000
2028​100,000
2029​125,000
2030​125,000
2031​—
2032 and Thereafter​—
Total Long-Term Debt - Face Value$660,800

The carrying value of long-term debt as of June 30, 2026 consisted of the following (in thousands):

​​​
​Total
Current Face Amount$660,800
Financing Costs, net of Accumulated Amortization​(2,095)
Total Long-Term Debt$658,705

In addition to the $2.1 million of financing costs, net of accumulated amortization included in the table above, as of June 30, 2026, the Company also had financing costs, net of accumulated amortization related to the Revolving Credit Facility of $0.4 million which is included in other assets on the consolidated balance sheets. These costs are amortized on a straight-line basis over the term of the Revolving Credit Facility and are included in interest expense in the Company’s accompanying consolidated statements of operations.

The following table reflects a summary of interest expense incurred and paid during the three and six months ended June 30, 2026 and 2025 (in thousands):

​​​​​​​​​​​​
​ · Three Months Ended June 30, · ​ · Six Months Ended June 30,
​ · 2026 · ​ · 2025 · ​ · 2026 · ​ · 2025
Interest Expense (1)$7,456​$6,542​$14,386​$12,311
Amortization of Deferred Financing Costs​327​​311​​668​​639
Amortization of Discount on Convertible Notes​—​​6​​—​​45
Total Interest Expense$7,783​$6,859​$15,054​$12,995
​​​​​​​​​​​​
Total Interest Paid$7,697​$7,490​$14,115​$12,790

(1) Net of capitalized interest of $0.3 million during the three and six months ended June 30, 2026, withno interest being capitalized during the three and six months ended June 30, 2025.

The Company was in compliance with all of its debt covenants as of June 30, 2026 and December 31, 2025.

NOTE 15. INTEREST RATE SWAPS

The Company has entered into interest rate swap agreements to hedge against changes in future cash flows resulting from fluctuating interest rates related to the below noted borrowings. The interest rate agreements were 100% effective during the three and six months ended June 30, 2026 and 2025. Accordingly, the changes in fair value on the interest rate swaps have been classified in accumulated other comprehensive income (loss). The fair value of the interest rate swap agreements are included inother assets and accrued and other liabilities, respectively, on the consolidated balance sheets. Information related to the Company’s interest rate swap agreements as of June 30, 2026 is presented below (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
Hedged Item​Effective Date​Maturity Date​Rate​Amount​Fair Value as of June 30, 2026
2027 Term Loan​3/29/2024​1/31/2027​1.35% + 0.10% + applicable spread​$100,000​$1,454
2027 Term Loan (1)​1/29/2027​1/30/2032​3.75% + 0.10% + applicable spread​$60,000​$230
2028 Term Loan​9/30/2022​1/31/2028​3.78% + 0.10% + applicable spread​$50,000​$133
2028 Term Loan​9/30/2022​1/31/2028​3.78% + 0.10% + applicable spread​$50,000​$129
2028 Term Loan (1)​1/31/2028​1/31/2033​3.81% + 0.10% + applicable spread​$60,000​$59
2029 Term Loan​1/31/2023​1/31/2030​3.27% + applicable spread​$50,000​$962
2029 Term Loan​1/31/2023​1/31/2030​3.26% + applicable spread​$33,000​$647
2029 Term Loan​1/31/2023​1/31/2030​3.36% + applicable spread​$17,000​$279
2029 Term Loan​3/10/2026​3/10/2031​3.83% + applicable spread​$20,000​$10
2029 Term Loan​3/10/2026​1/30/2030​3.26% + applicable spread​$5,000​$98
2030 Term Loan​4/30/2025​4/30/2030​3.41% + applicable spread​$50,000​$762
2030 Term Loan​4/30/2025​4/30/2030​3.23% + applicable spread​$50,000​$1,086
2030 Term Loan​3/10/2026​3/10/2031​3.78% + applicable spread​$20,000​$51
2030 Term Loan​3/10/2026​4/30/2030​3.27% + applicable spread​$5,000​$101
Revolving Credit Facility​2/1/2024​1/31/2028​3.85% + 0.10% + applicable spread​$50,000​$70
(1)The Company entered into forward swaps to further fix interest rates through periods that the Company reasonably expects to extend its current term loans.

The use of interest rate swap agreements carries risks, including the risk that the counterparties to these agreements are not able to perform. To mitigate this risk, the Company enters into interest rate swap agreements with counterparties with high credit ratings and with major financial institutions with which the Company and its affiliates may also have other financial relationships. The Company does not currently anticipate that any of the counterparties to the Company’s interest rate swap agreements will fail to meet their obligations. As of June 30, 2026, there were no events of default related to the Company’s interest rate swap agreements.

NOTE 16. ACCRUED AND OTHER LIABILITIES

Accrued and other liabilities consisted of the following (in thousands):

​​​​​​​
​ · ​ · As of
​ · ​ ​ ​ · June 30,2026 · ​ ​ ​ · December 31,2025
Accrued Property Taxes​$7,523​$1,236
Reserve for Tenant Improvements​​806​​1,094
Tenant Security Deposits​​3,169​​3,233
Accrued Construction Costs​​4,758​​6,926
Accrued Interest​​1,282​​690
Cash Flow Hedge - Interest Rate Swaps​​—​​3,404
Operating Leases - Liability​​172​​229
Construction and Other Reserves from Commercial Loans and Investments​​2,275​​3,031
Other​​4,337​​8,342
Total Accrued and Other Liabilities​$24,322​$28,185

*Reserve for Tenant Improvements.*In connection with recent acquisitions, the Company received an aggregate of $1.6 million from the sellers of certain properties for tenant improvement allowances, leasing commissions and other capital improvements. These amounts are included in accrued and other liabilities on the consolidated balance sheets. Through June 30, 2026, payments totaling $0.8 million were made leaving a remaining reserve for tenant improvements of $0.8 million.

Construction and Other Reserves from Commercial Loans and Investments. In connection with certain of the Company’s commercial loan investments, the borrower has deposited real estate tax and/or construction reserves in accounts held by the Company. Those accounts balances are included in restricted cash on the Company’s consolidated balance sheets with the corresponding liability recorded in accrued and other liabilities as seen above.

NOTE 17. DEFERRED REVENUE

Deferred revenue consisted of the following (in thousands):

​​​​​​​
​ · ​ · As of
​ · ​ ​ ​ · June 30,2026 · ​ ​ ​ · December 31,2025
Prepaid Rent​$5,080​$5,055
Interest Reserve from Commercial Loans and Investments​​16,408​​9,559
Tenant Contributions​​4,163​​4,188
Total Deferred Revenue​$25,651​$18,802

Interest Reserve from Commercial Loans and Investments. In connection with certain of the Company’s commercial loan investments, the borrower has deposited interest reserves in accounts held by the Company. Those account balances are included in restricted cash on the Company’s consolidated balance sheets with the corresponding liability recorded in deferred revenue as seen above. Pursuant to each respective agreement, interest reserves are either (i) utilized to fund the monthly interest due on the loan or (ii) maintained throughout the term of the loan.

NOTE 18. STOCK-BASED COMPENSATION

SUMMARY OF STOCK-BASED COMPENSATION

A summary of share activity for all equity classified stock compensation during the six months ended June 30, 2026 is presented below.

​​​​​​​​​​​​​​​​​​​
Type of Award · ​ ​ ​ · Shares Outstanding at 1/1/2026 · ​ ​ ​ · Granted Shares · ​ · Vested / Exercised Shares · ​ · Expired Shares · ​ · Forfeited Shares · ​ ​ ​ · Shares Outstanding at 6/30/2026
Equity Classified - Performance Share Awards - Peer Group Market Condition Vesting​​262,887​​121,053​​(69,558)​​—​​—​​314,382
Equity Classified - Three Year Vest Restricted Shares​​203,252​​134,642​​(94,648)​​—​​(1,703)​​241,543
Total Shares​​466,139​​255,695​​(164,206)​​—​​(1,703)​​555,925

Amounts recognized in the financial statements for stock-based compensation are as follows (in thousands):

​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​ · ​
​ · ​ · ​ · Three Months Ended June 30, · ​ · ​ · Six Months Ended June 30,
​ · ​ ​ ​ · ​ · 2026 · ​ ​ ​ · ​ · 2025 · ​ ​ ​ · ​ · 2026 · ​ ​ ​ · ​ · 2025
Total Cost of Share-Based Plans Charged Against Income​$1,116​$1,003​$2,522​$2,286

EQUITY-CLASSIFIED STOCK COMPENSATION

Performance Share Awards – Peer Group Market Condition Vesting

Performance shares have been granted to certain employees under the Company’s 2010 Equity Incentive Plan (as amended and/or restated from time to time, the “2010 Plan”). The performance share awards entitle the recipient to receive, upon the vesting thereof, shares of common stock of the Company equal to (a) in the case of performance share awards granted in 2024 and 2025, between 0% and 150% of the number of performance shares awarded, and (b) in the case of performance share awards granted in 2026, between 0% and 200% of the number of performance shares awarded. The number of shares of common stock ultimately received by the award recipient is determined based on the Company’s total stockholder return as compared to the total stockholder return of a certain peer group during athree-year performance period. The Company granted a total of 121,053 performance shares during the six months ended June 30, 2026.

The Company used a Monte Carlo simulation pricing model to determine the fair value of its awards that are based on market conditions. The determination of the fair value of market condition-based awards is affected by the Company’s stock price as well as assumptions regarding a number of other variables. These variables include expected stock price volatility over the requisite performance term of the awards, the relative performance of the Company’s stock price and stockholder returns to companies in its peer group, annual dividends, and a risk-free interest rate assumption. Compensation cost is recognized regardless of the achievement of the market conditions, provided the requisite service period is met.

As of June 30, 2026, there was $3.4 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the non-vested performance share awards, which will be recognized over a remaining weighted average period of 2.0 years.

A summary of the activity for these awards during the six months ended June 30, 2026 is presented below:

​​​​​​​
Performance Shares With Market Conditions · ​ ​ ​ · Shares · ​ · Wtd. Avg. Fair Value Per Share
Non-Vested at January 1, 2026​​262,887​$18.29
Granted​​121,053​$20.51
Vested​​(69,558)​$18.10
Expired​​—​​—
Forfeited​​—​​—
Non-Vested at June 30, 2026​​314,382​$19.19

Restricted Shares

Restricted shares have been granted to certain employees under the 2010 Plan. Certain of the restricted shares vest on each of the first, second, and third anniversaries of January 28 of the applicable year provided the grantee is an employee of the Company on those dates. In addition, any unvested portion of the restricted shares will vest upon a change in control. The Company granted a total of 134,642 shares of restricted Company common stock during the three months ended June 30, 2026.

The Company’s determination of the fair value of the restricted stock awards was calculated by multiplying the number of shares issued by the Company’s stock price at the grant date. Compensation cost is recognized on a straight-line basis over the applicable vesting period.

As of June 30, 2026, there was $3.7 million of unrecognized compensation cost, adjusted for estimated forfeitures, related to the non-vested restricted share awards, which will be recognized over a remaining weighted average period of 2.1 years.

A summary of the activity for these awards during the six months ended June 30, 2026 is presented below:

​​​​​​​
Non-Vested Restricted Shares · ​ ​ ​ · Shares · ​ ​ ​ · Wtd. Avg. Fair Value Per Share
Non-Vested at January 1, 2026​​203,252​$19.02
Granted​​134,642​$18.53
Vested​​(94,648)​$18.75
Expired​​—​​—
Forfeited​​(1,703)​$19.15
Non-Vested at June 30, 2026​​241,543​$18.85

NON-EMPLOYEE DIRECTOR STOCK COMPENSATION

Each member of the Company’s Board of Directors has the option to receive his or her annual cash retainer and applicable committee retainers in shares of Company common stock rather than cash. The number of shares awarded to the directors making such election is calculated quarterly by dividing (i) the sum of (A) the amount of the quarterly retainer payment due to such director, by (ii) the trailing 20-day average price of the Company’s common stock as of the last day of the quarter, rounded down to the nearest whole number of shares.

Each non-employee director serving as of the beginning of each calendar year shall receive an annual award of the Company’s common stock. The value of such award totaled $62,500 for each of the six month periods ended June 30, 2026 and 2025 (the “Annual Award”). The number of shares awarded is calculated based on the trailing 20-day average price of the Company’s common stock as of the datetwo business days prior to the date of the award, rounded down to the nearest whole number of shares.

During the six months ended June 30, 2026 and 2025, the expense recognized for the value of the Company’s common stock received by non-employee directors totaled $0.5 million, or 24,244 shares, and $0.5 million, or 25,499 shares, respectively. The expense recognized includes the Annual Award received during the first quarter of each respective year, which totaled $0.3 million during each of the six month periods ended June 30, 2026 and 2025, respectively.

NOTE 19. INCOME TAXES

The Company elected to be taxed as a REIT for U.S. federal income tax purposes, commencing with its taxable year ended December 31, 2020. The Company believes that, commencing with such taxable year, it has been organized and has operated in such a manner as to qualify for taxation as a REIT under the U.S. federal income tax laws. The Company intends to continue to operate in such a manner. As a REIT, the Company will be subject to U.S. federal and state income taxation at corporate rates on its net taxable income; the Company, however, may claim a deduction for the amount of dividends paid to its stockholders. Amounts distributed as dividends by the Company will be subject to taxation at the stockholder level only. While the Company must distribute at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to qualify as a REIT, the Company intends to distribute all of its net taxable income. The Company is allowed certain other non-cash deductions or adjustments, such as depreciation expense, when computing its REIT taxable income and distribution requirement. These deductions permit the Company to reduce its dividend payout requirement under U.S. federal income tax laws. Certain states may impose minimum franchise taxes. To comply with certain REIT requirements, the Company holds certain of its non-REIT assets and operations through TRSs and subsidiaries of TRSs, which are subject to applicable U.S. federal, state and local corporate income tax on their taxable income. For the taxable years ending December 31, 2026 and 2025, the Company ownsone TRS, which is subject to federal and applicable state income taxation. The TRS is required to file a separate corporate income tax return.

As a result of the Company’s election to be taxed as a REIT, during the year ended December 31, 2020, an $82.5 million deferred tax benefit was recorded to de-recognize the deferred tax assets and liabilities associated with the entities included in the REIT. A significant portion of the deferred tax benefit recognized related to the de-recognition of deferred tax liabilities resulting from Internal Revenue Code Section 1031 like-kind exchanges (“1031 Exchanges”). The Company will be subject to corporate income taxes related to assets held by it that are sold during the 5-year period following the date of conversion to the extent such sold assets had a built-in gain as of January 1, 2020. The Company has disposed of certain, primarily single-tenant REIT assets after the REIT conversion within the 5-year period. All such sales were completed using 1031 Exchanges or other deferred tax structures to mitigate the built-in gain tax liability of conversion.

NOTE 20. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of its business. While the outcome of legal proceedings cannot be predicted with certainty, the Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Company’s business or financial condition.

Contractual Commitments – Expenditures

The Company has committed to fund the following capital improvements. The improvements, which are related to several properties, are estimated to be generally completed within twelve months. These commitments, as of June 30, 2026, are as follows (in thousands):

​​​​
​ · ​ · As of June 30, 2026
Total Commitment (1)​$37,555
Less Amount Funded​​(9,301)
Remaining Commitment​$28,254
(1)Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements.

The Company has unfunded loan commitments undertwo construction loans as described in Note 4, “Commercial Loans and Investments.” The unfunded portion of these construction loans totaled $33.5 million as of June 30, 2026.

NOTE 21. BUSINESS SEGMENT DATA

The Company operates inthree primary business segments: income properties, management services, and commercial loans and investments. The management services segment consists of the revenue generated from managing PINE, the Portfolio Management Agreement and a subsurface management agreement, as described further in Note 5, “Management Services Business.”

Our income property operations consist of income-producing properties, and our business plan is focused on investing in additional income-producing properties. Our income property operations accounted for 81.7% and 87.2% of our identifiable assets as of June 30, 2026 and December 31, 2025, respectively. Our income property operations accounted for 86.7% and 88.6% of our consolidated revenues for the six months ended June 30, 2026 and 2025, respectively. Our management fee income consists of the management fees earned for the management of PINE, the Portfolio Management Agreement and a subsurface management agreement during the six months ended June 30, 2026 and 2025. As of June 30, 2026, our commercial loan and investment portfolio consisted offour commercial loan investments andthree preferred equity investments which are classified as commercial loan investments.

Information about the Company’s operations in different segments for the three months ended June 30, 2026 is as follows (in thousands):

​​​​​​​​​​​​​
​​​​​​​​​​​​​
​ · ​ ​ ​ · Income Properties · ​ ​ ​ · Management Services · ​ ​ ​ · Commercial Loans and Investments · ​ · Total
Revenues:​​​​​​​​​​​​
Income Properties​$37,136​$—​$—​$37,136
Management Fee Income​​—​​1,466​​—​​1,466
Interest Income From Commercial Loans and Investments​​—​​—​​5,229​​5,229
Total Revenues for Reportable Segments​$37,136​$1,466​$5,229​$43,831
​​​​​​​​​​​​​
Operating Expenses:​​​​​​​​​​​​
Income Properties​$(11,126)​$—​$—​$(11,126)
Total Revenues Less Direct Costs of Revenues​$26,010​$1,466​$5,229​$32,705
Provision for Impairment and Adjustment to CECL Reserve​​—​​—​​(1,084)​​(1,084)
Depreciation and Amortization - Real Estate​​(15,831)​​—​​—​​(15,831)
Total Revenues Less Operating Expenses for Reportable Segments​$10,179​$1,466​$4,145​$15,790
Gain on Disposition of Assets​​2,107​​—​​—​​2,107
Net Income From Operations for Reportable Segments​$12,286​$1,466​$4,145​$17,897
​​​​​​​​​​​​​
Reconciliation to Consolidated Net Income​​​​​​​​​​​​
General and Administrative Expenses​​​​​​​​​​​(4,630)
Investment and Other Income​​​​​​​​​​​10,765
Interest Expense​​​​​​​​​​​(7,783)
Depreciation and Amortization - Other​​​​​​​​​​​(16)
Net Income Before Income Tax Expense​​​​​​​​​​$16,233
Income Tax Expense​​​​​​​​​​​(1,121)
Net Income Attributable to the Company​​​​​​​​​​$15,112

Information about the Company’s operations in different segments for the three months ended June 30, 2025 is as follows (in thousands):

​​​​​​​​​​​​​
​​​​​​​​​​​​​
​ · ​ ​ ​ · Income Properties · ​ ​ ​ · Management Services · ​ ​ ​ · Commercial Loans and Investments · ​ · Total
Revenues:​​​​​​​​​​​​
Income Properties​$33,375​$—​$—​$33,375
Management Fee Income​​—​​1,247​​—​​1,247
Interest Income From Commercial Loans and Investments​​—​​—​​3,016​​3,016
Total Revenues for Reportable Segments​$33,375​$1,247​$3,016​$37,638
​​​​​​​​​​​​​
Operating Expenses:​​​​​​​​​​​​
Income Properties​$(10,178)​$—​$—​$(10,178)
Total Revenues Less Direct Costs of Revenues​$23,197​$1,247​$3,016​$27,460
Depreciation and Amortization - Real Estate​​(15,277)​​—​​—​​(15,277)
Total Revenues Less Operating Expenses for Reportable Segments​$7,920​$1,247​$3,016​$12,183
Net Income From Operations for Reportable Segments​$7,920​$1,247​$3,016​$12,183
​​​​​​​​​​​​​
Reconciliation to Consolidated Net Loss​​​​​​​​​​​​
General and Administrative Expenses​​​​​​​​​​​(4,448)
Investment and Other Loss​​​​​​​​​​​(3,687)
Interest Expense​​​​​​​​​​​(6,859)
Loss on Extinguishment of Debt​​​​​​​​​​​(20,396)
Depreciation and Amortization - Other​​​​​​​​​​​(17)
Net Loss Before Income Tax Expense​​​​​​​​​​$(23,224)
Income Tax Expense​​​​​​​​​​​(194)
Net Loss Attributable to the Company​​​​​​​​​​$(23,418)

Information about the Company’s operations in different segments for the six months ended June 30, 2026 is as follows (in thousands):

​​​​​​​​​​​​​
​ · ​ ​ ​ · Income Properties · ​ ​ ​ · Management Services · ​ ​ ​ · Commercial Loans and Investments · ​ · Total
Revenues:​​​​​​​​​​​​
Income Properties​$73,716​$—​$—​$73,716
Management Fee Income​​—​​2,815​​—​​2,815
Interest Income From Commercial Loans and Investments​​—​​—​​8,473​​8,473
Total Revenues for Reportable Segments​$73,716​$2,815​$8,473​$85,004
​​​​​​​​​​​​​
Operating Expenses:​​​​​​​​​​​​
Income Properties​$(21,294)​$—​$—​$(21,294)
Total Revenues Less Direct Costs of Revenues​$52,422​$2,815​$8,473​$63,710
Provision for Impairment and Adjustment to CECL Reserve​​—​​—​​(763)​​(763)
Depreciation and Amortization - Real Estate​​(31,769)​​—​​—​​(31,769)
Total Revenues Less Operating Expenses for Reportable Segments​$20,653​$2,815​$7,710​$31,178
Gain on Disposition of Assets​​2,107​​—​​—​​2,107
Net Income From Operations for Reportable Segments​$22,760​$2,815​$7,710​$33,285
​​​​​​​​​​​​​
Reconciliation to Consolidated Net Income​​​​​​​​​​​​
General and Administrative Expenses​​​​​​​​​​​(9,707)
Investment and Other Income​​​​​​​​​​​14,008
Interest Expense​​​​​​​​​​​(15,054)
Depreciation and Amortization - Other​​​​​​​​​​​(34)
Net Income Before Income Tax Expense​​​​​​​​​​$22,498
Income Tax Expense​​​​​​​​​​​(1,181)
Net Income Attributable to the Company​​​​​​​​​​$21,317

Information about the Company’s operations in different segments for the six months ended June 30, 2025 is as follows (in thousands):

​​​​​​​​​​​​​
​ · ​ ​ ​ · Income Properties · ​ ​ ​ · Management Services · ​ ​ ​ · Commercial Loans and Investments · ​ · Total
Revenues:​​​​​​​​​​​​
Income Properties​$65,047​$—​$—​$65,047
Management Fee Income​​—​​2,425​​—​​2,425
Interest Income From Commercial Loans and Investments​​—​​—​​5,977​​5,977
Total Revenues for Reportable Segments​$65,047​$2,425​$5,977​$73,449
​​​​​​​​​​​​​
Operating Expenses:​​​​​​​​​​​​
Income Properties​$(19,069)​$—​$—​$(19,069)
Total Revenues Less Direct Costs of Revenues​$45,978​$2,425​$5,977​$54,380
Depreciation and Amortization - Real Estate​​(29,623)​​—​​—​​(29,623)
Total Revenues Less Operating Expenses for Reportable Segments​$16,355​$2,425​$5,977​$24,757
Net Income From Operations for Reportable Segments​$16,355​$2,425​$5,977​$24,757
​​​​​​​​​​​​​
Reconciliation to Consolidated Net Loss​​​​​​​​​​​​
General and Administrative Expenses​​​​​​​​​​​(9,131)
Investment and Other Loss​​​​​​​​​​​(3,112)
Interest Expense​​​​​​​​​​​(12,995)
Loss on Extinguishment of Debt​​​​​​​​​​​(20,396)
Depreciation and Amortization - Other​​​​​​​​​​​(35)
Net Loss Before Income Tax Expense​​​​​​​​​​$(20,912)
Income Tax Expense​​​​​​​​​​​(245)
Net Loss Attributable to the Company​​​​​​​​​​$(21,157)

Capital expenditures of each segment for the three and six months ended June 30, 2026 and 2025 are as follows (in thousands):

​​​​​​​​​​​​​
​ · ​ · For the Three Months Ended June 30, · ​ · For the Six Months Ended June 30,
​ · ​ · 2026 · ​ · 2025 · ​ · 2026 · ​ · 2025
Capital Expenditures:​​​​​​​​​​​​
Income Properties​$65,486​$195​$150,854​$81,059
Commercial Loans and Investments​​107,287​​4,974​​112,579​​6,405
Corporate and Other​​11​​13​​11​​25
Total Capital Expenditures​$172,784​$5,182​$263,444​$87,489

Identifiable assets of each segment as of June 30, 2026 and December 31, 2025 are as follows (in thousands):

​​​​​​​
​ · ​ · As of
​ · ​ ​ ​ · June 30, 2026 · ​ ​ ​ · December 31, 2025
Identifiable Assets:​​​​​​
Income Properties​$1,149,144​$1,102,631
Management Services​​1,860​​2,465
Commercial Loans and Investments​​209,424​​118,129
Corporate and Other​​45,301​​40,677
Total Assets​$1,405,729​$1,263,902

Identifiable assets by segment are those assets that are used in the Company’s operations in each segment. Corporate and other assets consist primarily of cash and restricted cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations.

NOTE 22. SUBSEQUENT EVENTS

Subsequent events and transactions were evaluated through July 28, 2026, the date the consolidated financial statements were issued.

On July 15, 2026, the Company originated a $37.0 million loan, of which $29.8 million was funded at closing. The investment is secured by a leasehold interest in a mixed-use property located in Austin, Texas, bears an initial cash yield of 9.75%, and has atwo-year term.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.