EQUITY |
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Sep. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| EQUITY | NOTE 15. EQUITY SHELF REGISTRATION On September 27, 2023, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $350.0 million (the “2023 Registration Statement”). The Securities and Exchange Commission declared the 2023 Registration Statement effective on September 29, 2023. On September 24, 2026, the Company filed a shelf registration statement on Form S-3, relating to the registration and potential issuance of common stock, preferred stock, debt securities, warrants, rights, and units with a maximum aggregate offering price of up to $400.0 million (the “2026 Registration Statement”). The Securities and Exchange Commission declared the 2026 Registration Statement effective on October 15, 2026. The offering of unsold securities under the 2023 Registration Statement was deemed terminated as of the date of effectiveness of the 2026 Registration Statement. COMMON STOCK ATM PROGRAM The Company has established an “at-the-market” equity offering program pursuant to which the Company may sell, from time to time, shares of the Company’s common stock (the “Common Stock ATM Program”). During the three months ended September 30, 2026, the Company sold 335,457 shares under the Common Stock ATM Program for gross proceeds of $6.7 million at a weighted average price of $20.01 per share, generating net proceeds of $6.6 million after deducting transaction fees totaling $0.1 million. The Company was not active under the Common Stock ATM Program during the three months ended September 30, 2025. During the nine months ended September 30, 2026, the Company sold 3,136,532 shares under the Common Stock ATM Program for gross proceeds of $60.8 million at a weighted average price of $19.38 per share, generating net proceeds of $59.9 million after deducting transaction fees totaling $0.9 million. The Company was not active under the Common Stock ATM Program during the nine months ended September 30, 2025. The Company may also enter into forward sale agreements under its Common Stock ATM Program. The above activity included forward sales during the nine months ended September 30, 2026, all of which were settled as of September 30, 2026. PREFERRED STOCK On November 5, 2025, the Company priced a public offering of 2,000,000 shares of the Company’s 8.00% 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 November 12, 2025, and the Company received gross proceeds of $50.0 million before deducting the underwriting discount and expenses, with net proceeds totaling $48.1 million. On December 5, 2025, the Company implemented a $35.0 million “at-the-market” preferred stock equity offering program (the “2025 Preferred Stock ATM Program”) pursuant to which the Company may sell, from time to time, shares of the Company’s Series A Preferred Stock. During the three months ended September 30, 2026, the Company sold 63,879 shares under the 2025 Preferred Stock ATM Program for gross proceeds of $1.6 million at a weighted average price of $25.22 per share, generating net proceeds of $1.6 million after deducting transaction fees totaling less than $0.1 million. During the nine months ended September 30, 2026, the Company sold 406,419 shares under the 2025 Preferred Stock ATM Program for gross proceeds of $10.2 million at a weighted average price of $25.18 per share, generating net proceeds of $10.0 million after deducting transaction fees totaling $0.2 million. During the year ended December 31, 2025, the Company sold 83,328 shares under the 2025 Preferred Stock ATM Program for gross proceeds of $2.1 million at a weighted average price of $24.96 per share, generating net proceeds of $2.0 million after deducting transaction fees totaling less than $0.1 million. As of September 30, 2026, $22.7 million of availability remained under the 2025 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 November 12, 2030 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 preferred stock shares 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. NONCONTROLLING INTEREST As of September 30, 2026, CTO holds, directly and indirectly, a 6.4% noncontrolling ownership interest in the Operating Partnership as a result of 1,223,854 OP Units issued to CTO and its wholly owned subsidiaries at the time of the Company’s IPO. DIVIDENDS The Company has elected to be taxed as a REIT for U.S. federal income tax purposes under the Code. To qualify 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 corporate 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 the nine months ended September 30, 2026 and 2025 (in thousands, except per share data):
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