Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

On February 1, 2023, the Board of Directors (the "Board") of Alpine Income Property Trust, Inc. (the "Company") approved and adopted the Company's Third Amended and Restated Bylaws (the "Third Amended and Restated Bylaws") to update provisions relating to stockholder meetings to ensure compliance with federal proxy rules, including Rule 14a-19 under the Securities Exchange Act of 1934, as amended ("Rule 14a-19"). The Third Amended and Restated Bylaws became effective upon adoption by the Board. The Third Amended and Restated Bylaws include the following amendments:

Article II (Meetings of Stockholders) has been updated to:

? Amend language to ensure that any stockholder casting a vote by proxy complies

with Maryland law and the Third Amended and Restated Bylaws;

Reflect the requirement that any stockholder directly or indirectly soliciting

? proxies from other stockholders must use a proxy card color other than white,

with the white proxy card being reserved for exclusive use by the Board;

Amend the provisions related to the information required to be included in a

? stockholder's notice of nomination of individuals for election as a director

and the information required to be included in any notice of other business the

stockholder proposes to bring before a meeting;

Require a stockholder submitting a director nomination to make a written

? undertaking that such stockholder intends to solicit holders of shares

representing at least 67% of the voting power of shares entitled to vote on the

election of directors in support of the director nomination;

Amend the requirements pertaining to the certifications that must accompany the

? stockholder's notice of nomination of individuals for election as a director;

and

Reflect that the Company will disregard any proxy authority granted in favor of

? any proposed director nominee if the stockholder soliciting proxies in support

of such proposed nominee abandons the solicitation or does not comply with Rule

14a-19.

The above description of certain provisions of the Third Amended and Restated Bylaws is not intended to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Bylaws filed as Exhibit 3.1 to this Form 8-K, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d)Exhibits.

Exhibit Number                         Exhibit Description
3.1              Third Amended and Restated Bylaws of the Company, effective
               February 1, 2023.
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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