8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2022

BBX CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Florida	000-56177	82-4669146
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
201 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida		33301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 954-940-4900

Not applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act: None

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act.  ☒

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Item 8.01 Other Events.

On January 18, 2022, the Board of Directors (the “Board”) of BBX Capital, Inc., a Florida corporation (the “Company”), approved a share repurchase program which authorizes the repurchase of shares of the Company’s Class A and Class B Common Stock for a total amount of up to $15.0 million. The repurchase program authorizes the Company, in management’s discretion, to repurchase shares from time to time subject to market conditions and other factors.

The timing, price, and number of shares which may be repurchased under the program in the future will be based on market conditions, applicable securities laws, and other factors considered by management. Share repurchases under the program may be made from time to time through solicited or unsolicited transactions in the open market or in privately negotiated transactions. The share repurchase program does not obligate the Company to repurchase any specific amount of shares and may be suspended, modified, or terminated at any time without prior notice. As of January 18, 2022, the Company had approximately 15,475,279 shares of Class A and Class B common stock outstanding.

A copy of the press release announcing the Board’s authorization of the share repurchase program is attached as Exhibit 99.1 hereto. 

Item 9.01. Financial Statements and Exhibits.

d) Exhibit.

99.1 Press Release dated January 18, 2022

‎

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: January 18, 2022

BBX Capital, Inc.      

By: /s/ Brett Sheppard

Brett Sheppard

Chief Financial Officer

EX-99.1

BBX Capital Inc.’s Board

Approves Share Repurchase Program

FORT LAUDERDALE, Florida – January 18, 2022,  BBX Capital Inc. (“BBX Capital” or the “Company”) (OTCQX: BBXIA) (PINK: BBXIB) announced today that its Board of Directors has approved a share repurchase program which authorizes the repurchase of shares of the Company’s Class A and Class B Common Stock for a total amount of up to $15.0 million. The repurchase program authorizes the Company, in management’s discretion, to repurchase shares from time to time subject to market conditions and other factors.

The timing, price, and number of shares which may be repurchased under the program in the future will be based on market conditions, applicable securities laws, and other factors considered by management.  Share repurchases under the program may be made from time to time through solicited or unsolicited transactions in the open marketor in privately negotiated transactions. The share repurchase program does not obligate the Company to repurchase any specific amount of shares and may be suspended, modified, or terminated at any time without prior notice.

About BBX Capital, Inc.:BBX Capital, Inc. (OTCQX: BBXIA) (PINK: BBXIB) is a Florida-based diversified holding company whose principal holdings include BBX Capital Real Estate, BBX Sweet Holdings, which includes IT’SUGAR, and Renin. For additional information, please visit www.BBXCapital.com.

BBX Capital, Inc. Contact Info:

Investor Relations Contact:

Leo Hinkley, Investor Relations Officer, Managing Director

954-940-5300, Email: LHinkley@BBXCapital.com

Media Relations Contact:

Kip Hunter, Kip Hunter Marketing

954-303-5551, Email: kip@kiphuntermarketing.com

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This press release contains forward-looking statements. All opinions, forecasts, projections, future plans or other statements, other than statements of historical fact, are forward-looking statements. The forward looking statements in this press release are also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section

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21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").Forward-looking statements are based on current expectations and involve a number of risks and uncertainties. Actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained herein. Risks and uncertainties include, but are not limited to, the amount of shares, if any, which may be repurchased by the Company in the future,  the timing of anyshare repurchases, the availability of funds for the repurchase of shares, and the impact of the repurchase of shares on the market for BBX Capital’s Class A Common Stock and Class B Common Stock.Reference is also made to the other risks and uncertainties described in BBX Capital’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021and BBX Capital’s Annual Report on Form 10-K for the year ended December 31, 2020, which are available to view on the SEC's website, https://www.sec.govand on BBX Capital’s website, www.BBXCapital.com.  The Company cautions that the foregoing factors are not exclusive.The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made.

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Document And Entity Information	Jan. 18, 2022
Document And Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jan. 18, 2022
Entity Registrant Name	BBX CAPITAL, INC.
Entity Incorporation, State or Country Code	FL
Entity File Number	000-56177
Entity Tax Identification Number	82-4669146
Entity Address, Address Line One	201 East Las Olas Boulevard
Entity Address, Address Line Two	Suite 1900
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33301
City Area Code	954
Local Phone Number	940-4900
Title of 12(b) Security	None
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Central Index Key	0001814974
Amendment Flag	false