10/23/2026 | Press release | Distributed by Public on 10/23/2026 15:06
| Item 1.01 | Entry into a Material Definitive Agreement. |
Third Amendment to Amended and Restated Agreement of Limited Partnership of Alpine Income Property OP, LP
In connection with the Preferred Offering (as defined below) by Alpine Income Property Trust, Inc. (the "Company") of the Company's 8.00% Series A Cumulative Redeemable Preferred Stock (the "Series A Preferred Stock"), the Amended and Restated Agreement of Limited Partnership of Alpine Income Property OP, LP (the "Operating Partnership") was amended (the "Amendment") to provide for the issuance of up to an additional 189,747 of the Operating Partnership's 8.00% Series A Cumulative Redeemable Preferred Units (liquidation preference $25.00 per unit) (the "Series A Preferred Units"). Following the entry into the Amendment, the Operating Partnership is authorized to issue an aggregate of 3,948,081 Series A Preferred Units. The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The Company intends to contribute the net proceeds from the sale of the Series A Preferred Stock in the Preferred Offering to the Operating Partnership in exchange for the same number of Series A Preferred Units. The Series A Preferred Units have economic terms that mirror the terms of the Series A Preferred Stock. The issuance of the Series A Preferred Units is exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act").
Partial Management Fee Waiver
Pursuant to the terms of the management agreement among the Company, the Operating Partnership and Alpine Income Property Manager, LLC (the "Manager"), dated November 26, 2019 and amended on July 18, 2024 (the "Management Agreement"), the Manager manages, operates, and administers the Company's day-to-day operations, business and affairs, subject to the direction and supervision of the Company's board of directors (the "Board") and in accordance with the investment guidelines approved and monitored by the Board. The Company pays the Manager a base management fee (the "Base Management Fee") equal to 1.50% per annum (0.375% per fiscal quarter) of the Company's "total equity" (as defined in the Management Agreement), calculated and payable in cash, quarterly in arrears.
In connection with the Preferred Offering, on October 23, 2026, the Manager executed a waiver (the "Waiver Letter"), which provides that the Manager will waive a portion of the Base Management Fee attributable to the inclusion of the net cash proceeds from the issuance of Series A Preferred Stock sold in the Preferred Offering in Total Equity (the "Incremental Equity Base"), such that the Base Management Fee rate on the Incremental Equity Base will equal 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.
A copy of the Waiver Letter is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On October 23, 2026, the Company filed Articles Supplementary (the "Additional Series A Articles Supplementary") to the Company's charter with the State Department of Assessments and Taxation of the State of Maryland, to classify and designate 189,747 shares of the Company's authorized but unissued preferred stock, par value $0.01 per share, as additional shares of Series A Preferred Stock, with the powers, preferences and privileges as set forth in the Articles Supplementary filed as Exhibit 3.2 to the Company's Registration Statement on Form 8-A, filed with the U.S. Securities and Exchange Commission on November 10, 2025 (the "November 2025 Series A Articles Supplementary"). The Additional Series A Articles Supplementary became effective upon filing on October 23, 2026, and upon such effectiveness, the Company was authorized to issue an aggregate of 3,948,081 shares of Series A Preferred Stock.
A copy of the Additional Series A Articles Supplementary is filed as Exhibit 3.1 to this Current Report on Form 8-K, and the information in the November 2025 Series A Articles Supplementary is incorporated into this Item 5.03 by reference. The foregoing description of the terms of the Additional Series A Articles Supplementary in this Item 5.03 is qualified in its entirety by reference to Exhibit 3.1 hereto and the November 2025 Series A Articles Supplementary.