S-8

As filed with the Securities and Exchange Commission on June 26, 2024

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BBX CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Florida	82-4669146
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
201 East Las Olas Boulevard, Suite 1900 Fort Lauderdale, Florida	33301
(Address of Principal Executive Offices)	(Zip Code)

BBX Capital, Inc. 2021 Incentive Plan

(Full title of the plan)

Jarett S. Levan

Chief Executive Officer and President

BBX Capital, Inc.

201 East Las Olas Boulevard, Suite 1900

Fort Lauderdale, Florida 33301

(Name and address of agent for service)

954-940-4900

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☒	Accelerated filer
☐	Non-accelerated filer (Do not check if a smaller reporting company)	☒	Smaller reporting company
		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

Explanatory Note

At the 2024 Annual Meeting of Shareholders of BBX Capital, Inc. (the “Company”), the Company’s shareholders approved an amendment to the BBX Capital, Inc. 2021 Incentive Plan, as amended (the “Plan”), which increased the number of shares of the Company’s Class A Common Stock available for grant under the Plan from 1,700,000 shares to 2,450,000 shares. The Company is filing this Registration Statement to register the additional 750,000 shares of Class A Common Stock available for grant under the Plan as a result of the amendment. The additional shares of the Company’s Class A Common Stock registered hereunder are of the same class as the shares of Class A Common Stock registered under the Company’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2021 (Registration No. 333-258881) and June 22, 2022 (Registration No. 333-265770) (the “Plan Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Plan Registration Statements are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Company with the Commission are incorporated herein by reference:

• The Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 15, 2024.

• The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 10, 2024.

• The Company’s Current Report on Form 8-K, filed with the Commission on May 21, 2024.

• The portions of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 24, 2024, that are deemed “filed” with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

• The description of the Company’s Class A Common Stock contained in Amendment No. 2 to the Company’s Registration Statement on Form 10, filed with the Commission on August 27, 2020, and any amendments filed subsequently thereto and other reports filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit Number	Description
5.1	Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
23.1	Consent of Grant Thornton LLP
23.2	Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1)
24.1	Power of Attorney (set forth on the signature pages to this Registration Statement)
99.1	BBX Capital, Inc. 2021 Incentive Plan, as amended (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 24, 2024)
107	Filing Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on June 26, 2024.

BBX CAPITAL, INC.
By:	/s/ Jarett S. Levan
	Jarett S. Levan,
	Chief Executive Officer and President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Jarett S. Levan and Brett Sheppard, and each of them acting alone, his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to execute any and all amendments, including post-effective amendments, to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Alan B. Levan Alan B. Levan	Chairman of the Board	June 26, 2024
/s/ John E. Abdo John E. Abdo	Vice Chairman of the Board	June 26, 2024
/s/ Jarett S. Levan Jarett S. Levan	Chief Executive Officer, President and Director	June 26, 2024
/s/ Seth M. Wise Seth M. Wise	Executive Vice President and Director	June 26, 2024
/s/ Brett Sheppard Brett Sheppard	Chief Financial Officer (Principal Accounting Officer)	June 26, 2024

SIGNATURE	TITLE	DATE
/s/ Marcia Barry-Smith Marcia Barry-Smith	Director	June 26, 2024
/s/ Norman H. Becker Norman H. Becker	Director	June 26, 2024
/s/ Andrew R. Cagnetta, Jr. Andrew R. Cagnetta, Jr.	Director	June 26, 2024
/s/ Steven M. Coldren Steven M. Coldren	Director	June 26, 2024
/s/ Gregory A. Haile Gregory A. Haile	Director	June 26, 2024
/s/ Willis N. Holcombe Willis N. Holcombe	Director	June 26, 2024
/s/ Tony P. Segreto Tony P. Segreto	Director	June 26, 2024
/s/ Neil A. Sterling Neil A. Sterling	Director	June 26, 2024

EX-5.1

Exhibit 5.1

Museum Tower

150 West Flagler Street, Suite 2200

Miami, FL 33130

(305) 789-3200

stearnsweaver.com

June 26, 2024

BBX Capital, Inc.

201 East Las Olas Boulevard, Suite 1900

Fort Lauderdale, Florida 33301

Re: BBX Capital, Inc. Registration Statement on Form S-8

Gentlemen:

We have acted as counsel to BBX Capital, Inc., a Florida corporation (the “Company”), with respect to the preparation and filing with the Securities and Exchange Commission on or about the date hereof of a Registration Statement on Form S-8 (the “Registration Statement”) to register an additional 750,000 shares (the “Shares”) of the Company’s Class A Common Stock, par value $0.01 per share, issuable pursuant to the BBX Capital, Inc. 2021 Incentive Plan, as amended (the “Plan”).

In connection with our opinion, we have examined the Registration Statement, including all exhibits thereto, as filed with the Securities and Exchange Commission, the Plan, the Company’s Articles of Incorporation and Bylaws, certain resolutions adopted by the Company’s Board of Directors, as well as such other documents and proceedings as we have considered necessary for the purposes of this opinion. We have also examined and are familiar with the proceedings taken by the Company to authorize the issuance of the Shares.

In rendering this opinion, we have undertaken no independent review of the operations of the Company. Instead, we have relied solely upon the documents described above. In examining such documents, we have assumed, without independent investigation (i) the authenticity of all documents submitted to us as originals, (ii) the conformity to original documents of all documents submitted to us as certified or photostatic copies, (iii) the authenticity of the originals of such latter documents and (iv) that actual information supplied to us was accurate, true and complete. In addition, as to questions of fact material to the opinions expressed herein, we have relied upon the accuracy of (i) all representations and warranties submitted to us for purposes of rendering the opinion and (ii) factual recitals made in the resolutions adopted by the Company’s Board of Directors.

Based upon and subject to the foregoing qualifications, assumptions and limitations, and the further limitations set forth below, and having regard to legal considerations which we deem relevant, we are of the opinion that the Shares registered under the Registration Statement and issuable in accordance with the Plan will, if and when issued and delivered by the Company against payment of adequate consideration therefor in accordance with the terms and conditions of the Plan (including, where applicable, upon the satisfaction of any vesting conditions or lapse of any forfeiture restrictions and the achievement of applicable performance goals), be validly issued, fully paid and non-assessable.

We express no opinion as to any law of any jurisdiction, including federal securities laws or the “blue sky” laws of any state or jurisdiction, other than the laws of the State of Florida. This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion letter is given as of the date hereof, and we do not undertake any liability or responsibility to inform you of any change in circumstances occurring, or additional information becoming available to us, after the date hereof that might alter the opinion contained herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated March 15, 2024, with respect to the consolidated financial statements included in the Annual Report of BBX Capital, Inc. on Form 10-K for the year ended December 31, 2023, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.

/s/ GRANT THORNTON LLP

Fort Lauderdale, Florida

June 26, 2024

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

BBX Capital, Inc.

(Exact name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered (1)	Proposed Maximum Offering Price Per Share (2)	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A Common Stock, par value $0.01 per share	Rule 457(c) and (h)	750,000 shares	$8.36	$6,270,000	$0.00014760	$925.45
Total Offering Amounts							$925.45
Total Fee Offsets							—
Net Fee Due							$925.45

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the registrant’s Class A Common Stock which may become issuable under the BBX Capital, Inc. 2021 Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of outstanding shares of the registrant’s Class A Common Stock.

(2) Estimated solely for purposes of calculating the registration fee based on the average of the high and low prices of the registrant’s Class A Common Stock on the OTCQX on June 24, 2024.