CTO Realty Growth, Inc. (CTO)

CIK: 0000023795. SIC: 6798 Real Estate Investment Trusts. Latest 10-K as of: 2026-02-19.

SIC breadcrumb: Finance, Insurance, And Real Estate > Holding And Other Investment Offices > SIC 6798 Real Estate Investment Trusts

SEC company page: https://www.sec.gov/edgar/browse/?CIK=23795. Latest filing source: 0001104659-26-017560.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-19. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000023795.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-28. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000023795.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001104659-26-050378.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-04-28. Report date: 2026-03-31.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

​

When we refer to “we,” “us,” “our,” or “the Company,” we mean CTO Realty Growth, Inc. and its consolidated subsidiaries. References to “Notes to Financial Statements” refer to the Notes to the Consolidated Financial Statements of CTO Realty Growth, Inc. included in this Quarterly Report on Form 10-Q. Some of the comments we make in this section are forward-looking statements within the meaning of the federal securities laws. For a discussion of forward-looking statements, see the section below entitled “Special Note Regarding Forward-Looking Statements.” Certain factors that could cause actual results or events to differ materially from those the Company anticipates or projects are described in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

​

Special Note Regarding Forward-Looking Statements

​

Statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Also, when the Company uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, the Company is making forward-looking statements. Management believes the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions. However, the Company’s actual results could differ materially from those set forth in the forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update or revise such forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The risks and uncertainties that could cause our actual results to differ materially from those presented in our forward-looking statements, include, but are not limited to, the following:

•

we are subject to risks related to the ownership of commercial real estate that could affect the performance and value of our properties;

•

our business is dependent upon our tenants and borrowers successfully operating their businesses, and their failure to do so could materially and adversely affect us;

•

competition that traditional retail tenants face from e-commerce retail sales, or the integration of brick and mortar stores with e-commerce retail operators, could adversely affect our business;

•

we operate in a highly competitive market for the acquisition of income properties and more established entities or other investors may be able to compete more effectively for acquisition opportunities than we can;

•we may be unable to successfully execute on asset acquisitions or dispositions;

•

the loss of revenues from our income property portfolio or certain tenants or borrowers would adversely impact our results of operations and cash flows;

•

our revenues include receipt of management fees and potentially incentive fees derived from our provision of management services to Alpine Income Property Trust, Inc. (“PINE”) and the loss or failure, or decline in the business or assets, of PINE could substantially reduce our revenues;

•

there are various potential conflicts of interest in our relationship with PINE, including our executive officers and/or directors who are also officers and/or directors of PINE, which could result in decisions that are not in the best interest of our stockholders;

•

a prolonged downturn in economic conditions could adversely impact our business, particularly with regard to our ability to maintain revenues from our income-producing assets;

•

a part of our investment strategy is focused on investing in commercial loans and investments which may involve credit risk or the risk that our borrowers will fail to pay scheduled contractual payments to us when due;

•

we may suffer losses when a borrower defaults on a loan and the value of the underlying collateral is less than the amount due;

•the Company’s real estate investments are generally illiquid;

•

if we are not successful in utilizing the Section 1031 like-kind exchange structure in deploying the proceeds from dispositions of income properties, or our Section 1031 like-kind exchange transactions are disqualified, we could incur significant taxes and our results of operations and cash flows could be adversely impacted;

•

the Company may be unable to obtain debt or equity capital on favorable terms, if at all, or additional borrowings may impact our liquidity or ability to monetize any assets securing such borrowings;

•

servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to service or pay our debt;

•

our operations and properties could be adversely affected in the event of natural disasters, pandemics, or other significant disruptions;

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•

we may encounter environmental problems which require remediation or the incurrence of significant costs to resolve, which could adversely impact our financial condition, results of operations, and cash flows;

•

failure to remain qualified as real estate investment trust (“REIT”) for U.S. federal income tax purposes would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distribution to stockholders;

•the risk that the REIT requirements could limit our financial flexibility;

•our limited experience operating as a REIT;

•

our ability to pay dividends consistent with the REIT requirements, and expectations as to timing and amounts of such dividends;

•the ability of our board of directors (the “Board”) to revoke our REIT status without stockholder approval;

•our exposure to changes in U.S. federal and state income tax laws, including changes to the REIT requirements;

•

general business and economic conditions, including unstable macroeconomic conditions due to, among other things, political unrest and economic uncertainty due to terrorism or war, inflation, higher interest rates, tariffs and international trade policies and distress in the banking sector; and

•

an epidemic or pandemic, and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the above-mentioned and/or other risks and may significantly disrupt or prevent us from operating our business in the ordinary course for an extended period.

​

The Company describes the risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” (Part II, Item 1A of this Quarterly Report on Form 10-Q and Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025), “Quantitative and Qualitative Disclosures about Market Risk” (Part I, Item 3 of this Quarterly Report on Form 10-Q), and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (Part I, Item 2 of this Quarterly Report on Form 10-Q).

​

OVERVIEW

​

We are 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 March 31, 2026, we own and manage, sometimes utilizing third-party property management companies, 22 commercial real estate properties in seven states in the United States, comprising 5.9 million square feet of gross leasable space:

Management Services: A fee-based management business that is engaged in managing PINE, as well as a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined), and a portfolio of subsurface interests, as further described in Note 5, “Management Services Business”.

Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.

Investment in PINE: Our business also includes our investment in PINE. As of March 31, 2026, the fair value of our investment totaled $44.5 million, or 14.0% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations.

​

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Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals and target markets, including markets we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth. We employ a methodology for evaluating targeted investments in income-producing properties which includes an evaluation of: (i) the attributes of the real estate (e.g. location, market demographics, comparable properties in the market, etc.); (ii) an evaluation of the existing tenant(s) (e.g. creditworthiness, property level sales, tenant rent levels compared to the market, etc.); (iii) other market-specific conditions (e.g. tenant industry, job and population growth in the market, local economy, etc.); and (iv) considerations relating to the Company’s business and strategy (e.g. strategic fit of the asset type, property management needs, ability to use a Section 1031 like-kind exchange structure, etc.).

We believe investment in income-producing assets provides attractive opportunities for generally stable cash flows and increased returns over the long run through potential capital appreciation. Our focus on acquiring income-producing investments includes a continual review of our existing income property portfolio to identify opportunities to recycle our capital through the sale of income properties based on, among other possible factors, the current or expected performance of the property and favorable market conditions. As a result of entering into the Exclusivity and Right of First Offer Agreement with PINE (the “ROFO Agreement”) which generally prevents us from investing in single-tenant net lease income properties, our income property investment strategy will continue to be focused on shopping centers. We may pursue this strategy by monetizing certain of our single-tenant properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset.

Our current portfolio of 18 shopping centers generates $110.2 million of revenue from annualized straight-line bas

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted from Item 7 to the first post-MD&A boundary after HTML sanitization. Confidence: high. Filing date: 2026-02-19. Report date: 2025-12-31.

ITEM 7.              MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

​

Forward-Looking Statements

​

When the Company uses any words such as “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, the Company is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon current expectations and reasonable assumptions, the Company’s actual results could differ materially from those set forth in the forward-looking statements. Certain factors or risks that could cause actual results or events to differ materially from those the Company anticipates or projects are described in “Item 1A. Risk Factors” of this Annual Report on Form 10-K. Given these uncertainties, readers are cautioned not to place undue reliance on such statements, which speak only as of the date of this Annual Report on Form 10-K or any document incorporated herein by reference. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date of this Annual Report on Form 10-K.

Our Business

We are 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 December 31, 2025, we own and manage, sometimes utilizing third-party property management companies, 21 commercial real estate properties in 7 states in the United States, comprising 5.5 million square feet of gross leasable space. In addition to our income property portfolio, as of December 31, 2025, our business included the following:

Management Services: A fee-based management business that is engaged in managing PINE, as well as: (i) a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined) and (ii) Subsurface Interests (hereinafter defined) pursuant to the Subsurface Management Agreement (hereinafter defined), as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.  

Commercial Loans and Investments: A portfolio of four commercial loan investments and two preferred equity investments which are classified as commercial loan investments.

Real Estate Operations: There were no significant transactions within the Company’s real estate operations during the year ended December 31, 2025. During the year ended December 31, 2024, the Company sold its remaining mitigation credits. These credits were produced by the Company’s formerly owned mitigation bank. During the year ended December 31, 2024, the Company sold its portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”), as further described in Note 6, “Real Estate Operations”. As part of the Subsurface Interests sale, the Company entered into a management agreement with the buyer to provide ongoing management services (the “Subsurface Management Agreement”).

Our business also includes our investment in PINE. As of December 31, 2025, the fair value of our investment totaled $41.3 million, or 15.4% 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 a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends

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received from PINE are included in investment and other income on the accompanying consolidated statements of operations.

​

The Company operates in four primary business segments: income properties, management services, commercial loans and investments, and real estate operations.

​

REIT Conversion and Merger

As of December 31, 2020, the Company had completed certain internal reorganization transactions necessary to begin operating in compliance with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes, commencing with the taxable year ended December 31, 2020. See Item 1, “Business” for information related to the Company’s REIT conversion and related transactions. On January 29, 2021, in connection with the REIT conversion, the Company completed the Merger in order to reincorporate in Maryland and facilitate its ongoing compliance with the REIT requirements.

Selected Historical Financial Information

The following table summarizes our selected historical financial information for each of the last five fiscal years (in thousands except per share amounts). The selected financial information has been derived from our audited consolidated financial statements. Additional data for fiscal years 2025, 2024, and 2023 is included elsewhere in this report.

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fiscal Years Ended

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

  ​ ​ ​

2022

  ​ ​ ​

2021

Total Revenues

​

$

149,545

​

$

124,519

​

$

109,119

​

$

82,320

​

$

70,272

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Operating Income

​

$

34,015

​

$

17,611

​

$

26,506

​

$

10,667

​

$

23,345

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net Income (Loss) Attributable to the Company

​

$

10,092

​

$

(1,965)

​

$

5,530

​

$

3,158

​

$

29,940

Distributions to Preferred Stockholders

​

​

(7,512)

​

​

(6,814)

​

​

(4,772)

​

​

(4,781)

​

​

(2,325)

Net Income (Loss) Attributable to Common Stockholders

​

$

2,580

​

$

(8,779)

​

$

758

​

$

(1,623)

​

$

27,615

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Per Share Information:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic and Diluted:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Net Income (Loss) Attributable to Common Stockholders

​

$

0.08

​

$

(0.35)

​

$

0.03

​

$

(0.09)

​

$

1.56

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Dividends Declared and Paid - Preferred Stock

​

$

1.59

​

$

1.59

​

$

1.59

​

$

1.59

​

$

0.77

Dividends Declared and Paid - Common Stock

​

$

1.52

​

$

1.52

​

$

1.52

​

$

1.49

​

$

1.33

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Summary of Financial Position:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Real Estate—Net

​

$

953,129

​

$

901,338

​

$

734,463

​

$

734,721

​

$

494,695

Total Assets

​

$

1,263,902

​

$

1,181,644

​

$

989,668

​

$

986,545

​

$

733,139

Stockholders’ Equity

​

$

567,346

​

$

612,798

​

$

457,526

​

$

504,770

​

$

430,480

Long-Term Debt

​

$

616,345

​

$

518,993

​

$

495,370

​

$

445,583

​

$

278,273

​

​

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Non-U.S. GAAP Financial Measures

Our reported results are presented in accordance with U.S. GAAP. We also disclose Funds From Operations (“FFO”), Core Funds From Operations (“Core FFO”), and Adjusted Funds From Operations (“AFFO”), each of which are non-U.S. GAAP financial measures. We believe these non-U.S. GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs.

​

FFO, Core FFO, and AFFO do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, U.S. GAAP financial measures.

​

We compute FFO in accordance with the definition adopted by the Board of Governors of the National Association of Real Estate Investment Trusts, or NAREIT.

​

NAREIT defines FFO as GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by U.S. GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the implementation of current expected credit losses (“CECL”) on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities and interest related to the 2025 Notes, if the effect is dilutive. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to U.S. GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items, as well as adding back the interest related to the 2025 Notes, if the effect is dilutive. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to U.S. GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.

​

FFO is used by management, investors and analysts to facilitate meaningful comparisons of operating performance between periods and among our peers primarily because it excludes the effect of real estate depreciation and amortization and net gains or losses on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. We believe that Core FFO and AFFO are additional useful supplemental measures for investors to consider because they will help them to better assess our operating performance without the distortions created by other non-cash revenues or expenses. FFO, Core FFO, and AFFO may not be comparable to similarly titled measures employed by other companies.

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Reconciliation of Non-U.S. GAAP Measures (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 2025

​

December 31, 2024

​

December 31, 2023

Net Income (Loss) Attributable to the Company

​

$

10,092

​

$

(1,965)

​

$

5,530

Adjustments:

​

​

​

​

​

​

​

​

​

Depreciation and Amortization of Real Estate

​

​

59,947

​

​

64,981

​

​

44,107

Gain on Disposition of Assets

​

​

(21,452)

​

​

(8,308)

​

​

(7,543)

Gain on Disposition of Other Assets

​

​

—

​

​

(904)

​

​

(2,272)

Provision for Impairment

​

​

68

​

​

676

​

​

1,556

Realized and Unrealized Loss (Gain) on Investment Securities

​

​

(90)

​

​

463

​

​

3,689

Extinguishment of Contingent Obligation

​

​

—

​

​

—

​

​

(2,815)

Funds from Operations

​

​

48,565

​

​

54,943

​

​

42,252

Distributions to Preferred Stockholders

​

​

(7,512)

​

​

(6,814)

​

​

(4,772)

Funds From Operations Attributable to Common Stockholders

​

​

41,053

​

​

48,129

​

​

37,480

Adjustments:

​

​

​

​

​

​

​

​

​

Loss on Extinguishment of Debt

​

​

20,449

​

​

—

​

​

—

Amortization of Intangibles to Lease Income

​

​

(1,006)

​

​

(254)

​

​

2,303

Core Funds From Operations Attributable to Common Stockholders

​

​

60,496

​

​

47,875

​

​

39,783

Adjustments:

​

​

​

​

​

​

​

​

​

Straight-Line Rent Adjustment

​

​

(2,159)

​

​

(1,681)

​

​

(1,159)

COVID-19 Rent Repayments

​

​

—

​

​

—

​

​

46

Other Depreciation and Amortization

​

​

(2)

​

​

(13)

​

​

(91)

Amortization of Loan Costs, Discount on Convertible Debt, and Capitalized Interest

​

​

1,069

​

​

955

​

​

821

Non-Cash Compensation

​

​

4,158

​

​

3,637

​

​

3,673

Adjusted Funds From Operations Attributable to Common Stockholders

​

$

63,562

​

$

50,773

​

$

43,073

​

​

​

​

​

​

​

​

​

​

Weighted Average Number of Common Shares:

​

​

​

​

​

​

​

​

​

Basic

​

​

32,267,365

​

​

25,361,379

​

​

22,529,703

Diluted (1)

​

​

32,292,812

​

​

25,401,176

​

​

22,529,703

​

​

​

​

​

​

​

​

​

​

Dividends Declared and Paid - Preferred Stock

​

$

1.59

​

$

1.59

​

$

1.59

Dividends Declared and Paid - Common Stock

​

$

1.52

​

$

1.52

​

$

1.52

(1)

The 2025 Notes were settled during the year ended December 31, 2025. For the years ended December 31, 2025, 2024 and 2023, a total of $0.6 million, $2.1 million, and $2.1 million of interest, respectively, was excluded from net income (loss) attributable to the Company to derive FFO, as the impact to net income (loss) attributable to common stockholders would be antidilutive. Further, the weighted average shares used to compute per share amounts for FFO Attributable to Common Stockholders per Common Share – Diluted, Core FFO Attributable to Common Stockholders per Common Share - Diluted, and AFFO Attributable to Common Stockholders per Common Share - Diluted do not reflect any dilution related to the ultimate settlement of the 2025 Notes, other than as described below.

​

During the year ended December 31, 2025, the Company issued 1,089,555 shares of the Company’s common stock in connection with the settlement of the 2025 Notes and such shares were included in the basic and diluted weighted average share count for the period. 

​

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Other Data (in thousands except per share data):

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

December 31, 2025

​

December 31, 2024

​

December 31, 2023

FFO Attributable to Common Stockholders

​

$

41,053

​

$

48,129

​

$

37,480

FFO Attributable to Common Stockholders per Common Share - Diluted (1)

​

$

1.27

​

$

1.89

​

$

1.66

​

​

​

​

​

​

​

​

​

​

Core FFO Attributable to Common Stockholders

​

$

60,496

​

$

47,875

​

$

39,783

Core FFO Attributable to Common Stockholders per Common Share - Diluted (1)

​

$

1.87

​

$

1.88

​

$

1.77

​

​

​

​

​

​

​

​

​

​

AFFO Attributable to Common Stockholders

​

$

63,562

​

$

50,773

​

$

43,073

AFFO Attributable to Common Stockholders per Common Share - Diluted (1)

​

$

1.97

​

$

2.00

​

$

1.91

(1)

The 2025 Notes were settled during the year ended December 31, 2025. During the year ended December 31, 2025, the Company issued 1,089,555 shares of the Company’s common stock in connection with the settlement of the 2025 Notes and such shares were included in the basic and diluted weighted average share count for the period. The weighted average shares used to compute per share amounts for FFO Attributable to Common Stockholders per Common Share – Diluted, Core FFO Attributable to Common Stockholders per Common Share - Diluted, and AFFO Attributable to Common Stockholders per Common Share - Diluted do not reflect any assumed dilution related to the ultimate settlement of the 2025 Notes other than the 1,089,555 shares of the Company's common stock actually issued.

​

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2025 AND 2024

​

Revenue

​

Total revenue for the year ended December 31, 2025 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2024 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

​

​

​

Operating Segment

​

December 31, 2025

​

December 31, 2024

​

$ Variance

​

% Variance

Income Properties

​

$

132,156

​

$

110,591

​

$

21,565

​

19.5%

Management Services

​

​

4,849

​

​

4,590

​

​

259

​

5.6%

Commercial Loans and Investments

​

​

12,540

​

​

7,357

​

​

5,183

​

70.4%

Real Estate Operations

​

​

—

​

​

1,981

​

​

(1,981)

​

(100.0)%

Total Revenue

​

$

149,545

​

$

124,519

​

$

25,026

​

20.1%

​

Total revenue for the year ended December 31, 2025 increased to $149.5 million, compared to $124.5 million during the year ended December 31, 2024. The increase in total revenue is primarily attributable to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period, as well as increased same store revenue from our properties owned during each period. Revenues further benefited from a $5.2 million increase in income from the Company’s commercial loans and investments. These increases were partially offset by a $2.0 million decrease in real estate operations which is primarily due the completion of the sales of all remaining Subsurface Interests and mitigation credits during the year ended December 31, 2024.

Income Properties

Revenue and operating income from our income property operations totaled $132.2 million and $94.2 million, respectively, during the year ended December 31, 2025, compared to total revenue and operating income of $110.6 million and $78.8 million, respectively, for the year ended December 31, 2024. The direct costs of revenues for our income property operations totaled $37.9 million and $31.8 million for the years ended December 31, 2025 and 2024, respectively. The increase in revenues of $21.6 million, or 19.5%, during the year ended December 31, 2025 is primarily related to the

50

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overall growth and lease up of the Company’s income property portfolio, as well as the timing of acquisitions versus dispositions.

Management Services

Revenue from our management services totaled $4.8 million during the year ended December 31, 2025, of which $4.4 million was earned from PINE, $0.3 million was earned from the Portfolio Management Agreement, and less than $0.1 million was earned from the Subsurface Management Agreement. Revenue from our management services totaled $4.6 million during the year ended December 31, 2024, of which $4.2 million was earned from PINE, $0.3 million was earned from the Portfolio Management Agreement, and less than $0.1 million was earned from the Subsurface Management Agreement.

​

Commercial Loans and Investments

​

Interest income from our commercial loans and investments totaled $12.5 million and $7.4 million during the years ended December 31, 2025 and 2024, respectively. The increase is primarily due to increased income as a result of the overall growth in the loan portfolio, including additional advances under existing construction and loan commitments, as well as the timing of the investments made related to new loan originations and structured investments.

​

Real Estate Operations

​

During the year ended December 31, 2024, operating income from real estate operations was $0.5 million on revenues totaling $2.0 million, which was primarily attributable to mitigation credits sold during the period. There was no revenue or operating income from real estate operations during the year ended December 31, 2025, because the Company sold its portfolio of Subsurface Interests and all remaining mitigation credits during the year ended December 31, 2024.

​

General and Administrative Expenses

​

Total general and administrative expenses for the year ended December 31, 2025 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2024 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

​

​

​

General and Administrative Expenses (in thousands)

​

December 31, 2025

​

December 31, 2024

​

$ Variance

​

% Variance

General and Administrative Expenses

​

$

14,369

​

$

12,632

​

$

1,737

​

13.8%

Non-Cash Stock Compensation

​

​

4,158

​

​

3,637

​

​

521

​

14.3%

Total General and Administrative Expenses

​

$

18,527

​

$

16,269

​

$

2,258

​

13.9%

The primary reason for the increase in total general and administrative expenses is the overall higher employee count, as a result of the increased operating activity from the increase in managed income property assets, as well as increases in compensation effective on January 1, 2025.  

Gains on Disposition of Assets and Provision for Impairment

​

Gain on Disposition of Assets – 2025 Dispositions. During the year ended December 31, 2025, the Company sold four income properties for an aggregate sales price of $85.1 million and aggregate gains of sales of $21.0 million. The sales consisted of (i) three single-tenant Main Street properties in Daytona Beach, Florida for $7.1 million, generating gains totaling $1.2 million, and (ii) one shopping center located in Plano, Texas for $78.0 million, resulting in a gain on sale of $19.8 million.

​

Gain on Disposition of Assets – 2024 Dispositions. During the year ended December 31, 2024, the Company sold two income properties for an aggregate sales price of $38.0 million and aggregate gains on sales of $3.8 million. The sales consisted of (i) one mixed use income property in downtown Santa Fe, New Mexico for $20.0 million, resulting in a gain of $4.6 million, and (ii) one shopping center located in West Jordan, Utah for $18.0 million resulting in a loss on sale of $0.8 million. In addition, during the year ended December 31, 2024, the Company sold its remaining acres of Subsurface Interests for $5.0 million, or a gain on sale of $4.5 million. The sales of these two properties and the remaining acres of

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Subsurface Interests resulted in aggregate gains on sales of $8.3 million, which consisted of aggregate gains on disposition of $9.1 million and aggregate losses on disposition of $0.8 million.

​

Provision for Impairment. There were no impairment charges on the Company’s income property portfolio during the years ended December 31, 2025 and 2024, respectively. The Company recorded impairment charges representing the provision for credit losses related to the increase in the principal outstanding on the Company's portfolio of commercial loans and investments of less than $0.1 million and $0.7 million for the years ended December 31, 2025 and 2024, respectively. 

​

Depreciation and Amortization

​

Depreciation and amortization totaled $60.0 million and $65.1 million during the years ended December 31, 2025 and 2024, respectively. Depreciation and amortization expense generally increases commensurate with overall growth of the Company’s income property portfolio. During the year ended December 31, 2024, the Company recorded an out-of-period adjustment totaling $10.1 million consisting of (i) $4.5 million associated with the acceleration of amortization for lease intangibles related to certain lease terminations that occurred prior to January 1, 2024 and (ii) $5.6 million associated with calculating amortization based on the remaining useful life of each lease on an individual basis as opposed to a property-level weighted average remaining useful lease life. Based on our quantitative and qualitative analyses, we do not consider the impact of the out-of-period adjustment to be material to our financial position or results of operations for the year ended December 31, 2024, or for any prior periods.

​

Investment and Other Income  

​

During the year ended December 31, 2025, the closing stock price of PINE decreased by $0.07 per share, with a closing price of $16.72 as of December 31, 2025, resulting in a $0.1 million non-cash gain inclusive of the gains associated with the purchase of 109,081 shares of PINE common stock on the open market during the year for aggregate consideration of $1.6 million, at an average purchase price of $14.24 per share. During the year ended December 31, 2024, the Company recognized a $0.2 million unrealized, non-cash loss related to a decrease of $0.12 per share of PINE common stock, which is included in investment and other income on the consolidated statements of operations.

​

The Company earned dividend income from the investment in PINE of $2.8 million and $2.6 million during the years ended December 31, 2025 and 2024, respectively.

​

Interest Expense

Interest expense totaled $26.9 million and $22.5 million for the years ended December 31, 2025 and 2024, respectively. The increase of $4.4 million is primarily attributable to an aggregate increase in the Company’s term loan balances.

​

Net Income (Loss)

​

Net income (loss) attributable to the Company totaled $10.1 million and $(2.0) million during the years ended December 31, 2025 and 2024, respectively. The increase in net income is attributable to the factors described above.

​

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Table of Contents

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2024 AND 2023

​

Revenue

​

Total revenue for the year ended December 31, 2024 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2023 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

​

​

​

Operating Segment

​

December 31, 2024

​

December 31, 2023

​

$ Variance

​

% Variance

Income Properties

​

$

110,591

​

$

96,663

​

$

13,928

​

14.4%

Management Services

​

​

4,590

​

​

4,388

​

​

202

​

4.6%

Commercial Loans and Investments

​

​

7,357

​

​

4,084

​

​

3,273

​

80.1%

Real Estate Operations

​

​

1,981

​

​

3,984

​

​

(2,003)

​

(50.3)%

Total Revenue

​

$

124,519

​

$

109,119

​

$

15,400

​

14.1%

​

Total revenue for the year ended December 31, 2024 increased to $124.5 million, compared to $109.1 million during the year ended December 31, 2023. The increase in total revenue is primarily attributable to increased revenue produced by the Company’s income property portfolio from the significant volume of acquisitions during the year ended December 31, 2024 versus that of properties disposed. Revenues further benefited from a $3.3 million increase in income from the Company’s commercial loans and investments. These increases were partially offset by a $2.0 million decrease in real estate operations which is primarily due to the completion of the sales of all remaining Subsurface Interests and mitigation credits during the year ended December 31, 2024.

Income Properties

Revenue and operating income from our income property operations totaled $110.6 million and $78.8 million, respectively, during the year ended December 31, 2024, compared to total revenue and operating income of $96.7 million and $68.2 million, respectively, for the year ended December 31, 2023. The direct costs of revenues for our income property operations totaled $31.8 million and $28.5 million for the years ended December 31, 2024 and 2023, respectively. The increase in revenues of $13.9 million, or 14.4%, during the year ended December 31, 2024 is primarily attributable to the Company’s significant volume of income property acquisitions versus that of properties disposed of.

Management Services

Revenue from our management services totaled $4.6 million during the year ended December 31, 2024, of which $4.2 million was earned from PINE, $0.3 million was earned from the Portfolio Management Agreement, and less than $0.1 million was earned from the Subsurface Management Agreement. Revenue from our management services totaled $4.4 million during the year ended December 31, 2023, and was earned primarily from PINE with less than $0.1 million earned from the Portfolio Management Agreement.

​

Commercial Loans and Investments

​

Interest income from our commercial loans and investments totaled $7.4 million and $4.1 million during the years ended December 31, 2024 and 2023, respectively. The increase is due to the increase in investments made by the Company during the year ended December 31, 2024.

​

Real Estate Operations

​

During the year ended December 31, 2024, operating income from real estate operations was $0.5 million on revenues totaling $2.0 million. During the year ended December 31, 2023, operating income from real estate operations was $2.3 million on revenues totaling $4.0 million. The operating income during the years ended December 31, 2024 and 2023 was the result of mitigation credit sales and sales of Subsurface Interests. The remaining Subsurface Interests were sold during the first half of 2024 and all remaining mitigation credits were sold as of December 31, 2024; therefore, the Company expects no further revenue or operating income from real estate operations.

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Table of Contents

General and Administrative Expenses

​

Total general and administrative expenses for the year ended December 31, 2024 is presented in the following summary and indicates the changes as compared to the year ended December 31, 2023 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended

​

​

​

​

​

General and Administrative Expenses (in thousands)

​

December 31, 2024

​

December 31, 2023

​

$ Variance

​

% Variance

General and Administrative Expenses

​

$

12,632

​

$

10,576

​

$

2,056

​

19.4%

Non-Cash Stock Compensation

​

​

3,637

​

​

3,673

​

​

(36)

​

(1.0)%

Total General and Administrative Expenses

​

$

16,269

​

$

14,249

​

$

2,020

​

14.2%

​

The increase in total general and administrative expenses was generated primarily from overall higher employee count as a result of the significant growth in our portfolio of shopping center assets and an increase in executive incentive compensation related to growth in earnings.

​

Gains (Losses) on Disposition of Assets and Provision for Impairment

​

Gain on Disposition of Assets – 2024 Dispositions. During the year ended December 31, 2024, the Company sold two income properties for an aggregate sales price of $38.0 million and aggregate gains on sales of $3.8 million. The sales consisted of (i) one mixed use income property in downtown Santa Fe, New Mexico for $20.0 million, resulting in a gain of $4.6 million, and (ii) one shopping center located in West Jordan, Utah for $18.0 million resulting in a loss on sale of $0.8 million. In addition, during the year ended December 31, 2024, the Company sold its remaining acres of Subsurface Interests for $5.0 million, or a gain on sale of $4.5 million. The sales of these two properties and the remaining acres of Subsurface Interests resulted in aggregate gains on sales of $8.3 million, which consisted of aggregate gains on disposition of $9.1 million and aggregate losses on disposition of $0.8 million.

​

Gain on Disposition of Assets – 2023 Dispositions. During the year ended December 31, 2023, the Company sold nine income properties, including (i) an outparcel of the shopping center known as Eastern Commons, located in Henderson, Nevada, for $2.1 million, (ii) four outparcels of the shopping center known as Crossroads Towne Center, located in Chandler, Arizona, for an aggregate sale price of $11.5 million, (iii) a single tenant office property located in Reston, Virginia leased to General Dynamics for $18.5 million, (iv) a shopping center known as Westcliff, located in Fort Worth, Texas, for $14.8 million, (v) a shopping center known as Eastern Commons, located in Henderson, Nevada, for $18.2 million, (vi) a single tenant office property known as Sabal Pavilion located in Tampa, Florida for $22.0 million. The sales of these nine properties reflect a total disposition volume of $87.1 million and resulted in aggregate gains on sales of $6.6 million, which consisted of aggregate gains on disposition of $8.2 million, aggregate losses on disposition of $0.7 million, and an impairment charge prior to sale of $0.9 million.

​

Provision for Impairment. There were no impairment charges on the Company’s income property portfolio during the year ended December 31, 2024. During the year ended December 31, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property. The purchase and sale agreement for the Company’s sale of the Westcliff Property was executed on July 28, 2023. The impairment charge of $0.9 million represents the sales price, less the book value of the asset as of September 30, 2023, less costs to sell. The sale of the Westcliff Property closed on October 12, 2023.

​

The Company recorded a $0.7 million and $0.6 million impairment charge representing the provision for credit losses related to our commercial loans and investments during the years ended December 31, 2024 and 2023, respectively.

​

Depreciation and Amortization

​

Depreciation and amortization totaled $65.1 million and $44.2 million during the years ended December 31, 2024 and 2023, respectively. Depreciation and amortization expense has generally increased commensurate with overall growth of the Company’s income property portfolio. During the year ended December 31, 2024, the Company recorded an out-of-period adjustment totaling $10.1 million consisting of (i) $4.5 million associated with the acceleration of amortization for lease intangibles related to certain lease terminations that occurred prior to January 1, 2024 and (ii) $5.6 million associated with calculating amortization based on the remaining useful life of each lease on an individual basis as opposed

54

Table of Contents

to a property-level weighted average remaining useful lease life. Based on our quantitative and qualitative analyses, we do not consider the impact of the out-of-period adjustment to be material to our financial position or results of operations for the year ended December 31, 2024, or for any prior periods.

​

Investment and Other Income

​

During the year ended December 31, 2024, the closing stock price of PINE decreased by $0.12 per share, with a closing price of $16.79 on December 31, 2024. During the year ended December 31, 2023, the closing stock price of PINE decreased by $2.17 per share, with a closing price of $16.91 on December 31, 2023. The decreases resulted in unrealized, non-cash losses on the Company’s investment in PINE of $0.2 million and $4.7 million which is included in investment and other income in the consolidated statements of operations for the years ended December 31, 2024 and 2023, respectively.

​

The Company earned dividend income from the investment in PINE of $2.6 million and $2.5 million during the years ended December 31, 2024 and 2023, respectively.

​

The Company derecognized two contingent obligations through a $2.8 million increase in investment and other income during the year ended December 31, 2023, pursuant to two leases whereby the Company’s obligation to fund certain tenant improvements was eliminated or expired prior to being exercised. The liabilities were previously included in Accrued and Other Liabilities on the Company’s consolidated balance sheets.

​

Interest Expense

Interest expense totaled $22.5 million and $22.4 million for the years ended December 31, 2024 and 2023, respectively. While interest expense was relatively flat, there was an increase of $2.2 million in interest expense on our term loans, primarily due to the 2029 Term Loan entered into on September 30, 2024, with a corresponding $2.2 million decrease in interest expense on our Credit Facility.

​

Net Income

​

Net income (loss) attributable to the Company totaled $(2.0) million and $5.5 million during the years ended December 31, 2024 and 2023, respectively. The decrease in net income is attributable to the factors described above and most notably due to the increase in non-cash depreciation and amortization expense.

​

LIQUIDITY AND CAPITAL RESOURCES

​

Cash totaled $41.1 million at December 31, 2025, including restricted cash of $34.7 million, see Note 2 “Summary of Significant Accounting Policies” under the heading Restricted Cash in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its restricted cash balance at December 31, 2025.

​

Our total cash balance at December 31, 2025 reflected cash flows provided by operating activities totaling $64.6 million during the year ended December 31, 2025, compared to cash flows provided by operating activities totaling $59.9 million for the year ended December 31, 2024, an increase of $4.7 million. The increase in operating cash flows is primarily attributable to higher operating income from the Company’s income property portfolio, as a result of overall growth and lease-up activities, and increased income from its commercial loans and investments, partially offset by increases in interest expense and general and administrative expenses.

Our cash flows used in investing activities totaled $71.5 million and $232.7 million for the years ended December 31, 2025 and 2024, respectively, representing a decrease of $161.2 million. The decrease is primarily attributable to (i) a net decrease in cash outflows of $126.5 million related to property transactions, reflecting lower acquisition activity offset by increased proceeds from dispositions, and (ii) $44.5 million of lower net funding of the Company’s commercial loans and investments portfolio, reflecting increased principal repayments received on such investments.

Our cash flows provided by financing activities totaled $30.7 million and $172.3 million for the years ended December 31, 2025 and 2024, respectively, representing a decrease of $141.6 million. The decrease is primarily attributable to $165.0 million of lower proceeds from common and preferred stock issuances under the Company’s ATM programs and a $33.0 million reduction in proceeds from preferred equity issuances. Cash flows were further reduced by

55

Table of Contents

a $14.1 million premium paid in connection with the settlement of the 2025 Notes, an $8.7 million increase in common stock repurchase activity, and a $9.5 million increase, compared to the prior year, in aggregate common and preferred dividends paid during the year ended December 31, 2025. These decreases were partially offset by a net increase of $88.7 million in long-term debt during the year ended December 31, 2025.

See Note 16, “Long-Term Debt” in the notes to the consolidated financial statements in Item 8 for the Company’s disclosure related to its long-term debt balance at December 31, 2025.

Acquisitions and Investments. During the year ended December 31, 2025, the Company acquired two shopping centers for an aggregate purchase price of $144.9 million, or a total acquisition cost of $145.1 million, as further described in Note 3, “Income Properties” in the notes to the consolidated financial statements in Item 8.

We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through Section 1031 like-kind exchanges, and borrowings on our Credit Facility, if available and additional financing sources. We expect dispositions of income properties will qualify under the like-kind exchange deferred-tax structure.

Dispositions. During the year ended December 31, 2025, the Company sold four properties for an aggregate sales price of $85.1 million. The sales of the properties generated aggregate gains of $21.0 million.

​

Contractual Obligations. 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 December 31, 2025, are as follows (in thousands):

​

​

​

​

​

​

​

As of December 31, 2025

Total Commitment (1)

​

$

23,105

Less Amount Funded

​

​

(2,612)

Remaining Commitment

​

$

20,493

(1)     Commitment includes tenant improvements, leasing commissions, rebranding, facility expansion and other capital improvements.

The Company has unfunded loan commitments under two construction loans as described in Note 4, “Commercial Loans and Investments.” The unfunded portion of these construction loans totaled $51.6 million as of December 31, 2025. The Company is also contractually obligated under its various long-term debt and operating lease agreements. The company is obligated to repay an aggregate principal amount of $17.8 million within one year on August 1, 2026. Additionally, the Company has remaining obligations under these agreements totaling $601.0 million, which are due beyond one year.

As of December 31, 2025, we have no other contractual requirements to make capital expenditures.

Other Matters. We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, $216.5 million of availability remaining under our $250.0 million “at-the-market” equity offering program, and $149.0 million of undrawn commitments available on the existing $300.0 million Credit Facility as of December 31, 2025.

COMMON STOCK REPURCHASE PROGRAM

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In February 2020, the Board 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

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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 Board 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 year ended December 31, 2023, prior to 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.

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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 65,946 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).

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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.

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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 Million Common Stock Repurchase Program. As of December 31, 2025, $5.0 million remained available for repurchases under the September 2025 $10 Million Common Stock Repurchase Program.

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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.

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SERIES A PREFERRED STOCK REPURCHASE PROGRAM

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On February 16, 2023, the Board 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

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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. The Company did not purchase any shares of its Series A Preferred Stock under the Series A Preferred Stock Repurchase Program during the years ended December 31, 2025 and 2024.

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

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates include those estimates made in accordance with U.S. GAAP that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on the Company’s financial condition or results of operations. Our most significant estimate is as follows:

Purchase Accounting for Acquisitions of Real Estate Subject to a Lease.  As required by U.S. GAAP, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The assumptions underlying the allocation of relative fair values are based on market information including, but not limited to: (i) the estimate of replacement cost of improvements under the cost approach, (ii) the estimate of land values based on comparable sales under the sales comparison approach, and (iii) the estimate of future benefits determined by either a reasonable rate of return over a single year’s net cash flow, or a forecast of net cash flows projected over a reasonable investment horizon under the income capitalization approach. The underlying assumptions are subject to uncertainty and thus any changes to the allocation of fair value to each of the various line items within the Company’s consolidated balance sheets could have an impact on the Company’s financial condition as well as results of operations due to resulting changes in depreciation and amortization as a result of the fair value allocation. The acquisitions of real estate subject to this estimate totaled two shopping centers for an aggregate purchase price of $144.9 million, or a total acquisition cost of $145.1 million, for the year ended December 31, 2025, and five shopping centers, one building within an existing shopping center owned by the Company, and one vacant land parcel within an existing shopping center owned by the Company for an aggregate purchase price of $226.8 million, or a total acquisition cost of $224.4 million, for the year ended December 31, 2024.

See Note 2, “Summary of Significant Accounting Policies”, for further discussion of the Company’s accounting estimates and policies.