UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement
On October 5, 2026, a wholly owned subsidiary of Alpine Income Property OP, LP, a Delaware limited partnership and the operating partnership subsidiary of Alpine Income Property Trust, Inc., a Maryland corporation (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner (the “Seller”) for the purchase of a 13-property industrial portfolio located across 11 states (the “Portfolio”). The terms of the PSA provide that the total purchase price for the Portfolio will be $117.3 million, subject to adjustment for closing prorations. The Seller does not have any material relationship with the Company or its subsidiaries, other than through the PSA. On October 9, 2026, the Company’s $1.0 million earnest money deposit for the acquisition of the Portfolio became non-refundable, and the Company now deems the closing of the acquisition of the Portfolio to be probable.
Certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, as of the date of this Current Report on Form 8-K and until the closing of the purchase of the Portfolio, there can be no assurance that the Company will acquire the Portfolio.
A copy of the PSA is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the PSA is qualified in its entirety by reference thereto.
This Current Report on Form 8-K includes historical financial statements of the Portfolio and pro forma consolidated financial information related to the acquisition of the Portfolio.
The pro forma financial information included in this Current Report on Form 8-K does not purport to represent the actual results of operations that the Company and the Portfolio would have achieved had the Company held the assets of the Portfolio during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the Company may achieve after the acquisition of the Portfolio.
Item 7.01. Regulation FD Disclosure.
On October 9, 2026, the Company issued a press release announcing the execution of the PSA to acquire the Portfolio. A copy of the press release is attached hereto as Exhibit 99.3. The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.3, is being furnished and shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, unless it is specifically incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
The financial statements of the Portfolio are being filed with this Current Report on Form 8-K as Exhibit 99.1 and are incorporated by reference herein.
(b) Pro Forma Financial Information
The pro forma financial information related to the acquisition of the Portfolio is being filed with this Current Report on Form 8-K as Exhibit 99.2 and is incorporated by reference herein.
(d) Exhibits
2.1*Purchase and Sale Agreement, made as of October 5, 2026 23.1Consent of Grant Thornton LLP 99.1 Historical Financial Statements ● Report of Independent Certified Public Accountants ● Historical Summary of Revenues and Direct Expenses of the Portfolio for the Six Months Ended June 30, 2026 (Unaudited) and the Year Ended December 31, 2025 (Audited) ● Notes to Historical Summary of Revenues and Direct Expenses of the Portfolio 99.2 Pro Forma Financial Information ● Summary of Unaudited Pro Forma Consolidated Financial Statements ● Unaudited Pro Forma Consolidated Balance Sheet of Alpine Income Property Trust, Inc. as of June 30, 2026 ● Unaudited Pro Forma Consolidated Statements of Operations of Alpine Income Property Trust, Inc. for the Six Months Ended June 30, 2026 and the Year Ended December 31, 2025 ● Notes to Unaudited Pro Forma Consolidated Financial Statements 99.3 Press Release dated October 9, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(2). The omitted information is not material and is the type of information that the Company customarily and actually treats as private and confidential.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 9, 2026
Alpine Income Property Trust, Inc.
By: /s/ Philip R. Mays
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)