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Alpine Income Property Trust Inc美股招股说明书(2025-12-05版)

2025-12-05美股招股说明书Z***
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Alpine Income Property Trust Inc美股招股说明书(2025-12-05版)

8.00% SeriesA Cumulative Redeemable Preferred Stock(Liquidation Preference $25.00 per share) We, Alpine Income Property OP, LP, or our Operating Partnership, and Alpine Income Property Manager, LLC, or our Manager, haveentered into separate equity distribution agreements, each dated December5, 2025, with each of Raymond James& Associates,Inc.(“Raymond James”), A.G.P./Alliance Global Partners (“AGP”), Robert W. Baird& Co. Incorporated (“Baird”), B. RileySecurities,Inc. (“B. Riley”), Colliers Securities LLC (“Colliers”), Jefferies LLC (“Jefferies”), JonesTrading Institutional ServicesLLC (“Jones”), Lucid Capital Markets, LLC (“Lucid”), Stifel, Nicolaus& Company,Incorporated (“Stifel”) and TruistSecurities,Inc. (“Truist”) (each, a “sales agent” and, collectively, the “sales agents”) relating to the offer and sale of shares of our8.00% SeriesA Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share(the “SeriesA Preferred Stock”), having an aggregate offering price of up to $35,000,000 from time to time. Our common stock, par value $0.01 per share (our “common stock”), is listed on the New York Stock Exchange, or NYSE, under thesymbol “PINE” and the last reported sale price of our common stock on the NYSE on December4, 2025 was $17.33 per share. OurSeriesA Preferred Stock is listed on the NYSE under the symbol “PINE-PA” and the last reported sale price of our SeriesA PreferredStock on the NYSE on December4, 2025 was $25.15 per share. Sales of shares of our SeriesA Preferred Stock, if any, under this prospectus supplement and the accompanying prospectus may bemade in transactions that are deemed to be “at the market” offerings, as defined in Rule415 under the Securities Act of 1933, asamended (“the Securities Act”), including, without limitation, sales made by means of ordinary brokers’ transactions on the NYSE, toor through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiatedprices based on prevailing market prices. The sales agents are not required, individually or collectively, to sell any specific number ofshares or dollar amount of our SeriesA Preferred Stock, but each sales agent will use commercially reasonable efforts consistent withits normal trading and sales practices to sell shares of our SeriesA Preferred Stock on terms mutually agreeable to the sales agent andus. We also may sell shares of our SeriesA Preferred Stock to a sales agent as principal for its own account at a price agreed upon atthe time of sale. If we sell shares of our SeriesA Preferred Stock to a sales agent as principal, we will enter into a separate termsagreement setting forth the terms of such transaction, and we will describe any such agreement in a separate prospectus supplement orpricing supplement. See “Plan of Distribution” included in this prospectus supplement. Each sales agent will receive from us a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of allshares sold through it as sales agent under the applicable equity distribution agreement. Each of the sales agents may be deemed an“underwriter” within the meaning of the Securities Act, and the compensation paid to the sales agents may be deemed to beunderwriting discounts or commissions. We elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes commencing with our taxableyear ended December31, 2019. To assist us in complying with certain U.S. federal income tax requirements applicable to REITs,among other purposes, our charter generally limits beneficial and constructive ownership by any person to no more than 9.8% invalue or in number of shares, whichever is more restrictive, of the outstanding shares of any class or series of our capital stock. Inaddition, our charter contains various other restrictions on the ownership and transfer of our SeriesA Preferred Stock. See“Description of the SeriesA Preferred Stock—Restrictions on Ownership and Transfer” in this prospectus supplement. Investing in shares of our SeriesA Preferred Stock involves risks. See “Risk Factors” beginning on pageS-9 of this prospectussupplement and the risks set forth under the caption “Item 1A. Risk Factors” in our most recent Annual Report on Form10-Kand in our subsequent Quarterly Reports on Form10-Q, as well as additional risks that may be described in future reports orinformation that we file with the Securities and Exchange Commission (the “SEC”) which are incorporated by reference inthis prospectus supplement and the accompanying prospectus. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PRO