BBXIA BBX Capital Inc (QX)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

BBX Capital, Inc.

(Name of Subject Company (Issuer))

BBX Capital, Inc.

(Names of Filing Persons (Issuer and Offeror))

Class A Common Stock, par value $0.01 (including associated preferred share purchase rights)

(Title of Class of Securities)

073319 105

(CUSIP Number of Class of Securities)

Alan B. Levan

Chairman

BBX Capital, Inc.

201 East Las Olas Boulevard, Suite 1900

Fort Lauderdale, Florida 33301

(954) 940-4900

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Alison W. Miller

Stearns Weaver Miller Weissler

Alhadeff & Sitterson, P.A.

150 West Flagler Street, Suite 2200

Miami , Florida 33130

(305) 789-3200

November 22, 2022

(Date tender offer first published, sent or given to security holders)

Check the appropriate boxes to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer.  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

SCHEDULE TO

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by BBX Capital, Inc., a Florida corporation (the “Company”), with respect to its offer to purchase up to 1,000,000 shares of its Class A Common Stock, par value $0.01 per share (the “Shares”), at a price of $10.00 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated November 22, 2022 (as amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”), a copy of which is attached hereto as Exhibit (a)(1)(B) and which, collectively with the Offer to Purchase, constitute the “Offer.”

This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to the items of this Schedule TO, as more particularly described below.

The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

(a) The name of the issuer is BBX Capital, Inc., a Florida corporation. The address of the Company’s principal executive office is 201 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301, and the Company’s telephone number at such address is (954) 940-4900.

(b) The information set forth under “Introduction” in the Offer to Purchase is incorporated herein by reference.

(c) The information set forth in Section 7 of the Offer to Purchase (“Price Range of the Shares; Dividends; Share Repurchases”) is incorporated herein by reference.

(a) The Company is the filing person. The name, business address and business telephone number of the Company are set forth in Item 2(a) above and are incorporated into this Item 3(a) by reference. In addition, the information set forth in Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

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(b) The information set forth under “Introduction” and “Summary Term Sheet” of the Offer to Purchase and in Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

(e) The information set forth in Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

(a), (b) and (c) The information set forth in Section 2 of the Offer to Purchase (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plans”) is incorporated herein by reference.

(a) The information set forth in the Offer to Purchase under “Summary Term Sheet” and in Section 8 of the Offer to Purchase (“Source and Amount of Funds”) is incorporated herein by reference.

(b) Not applicable.

(d) The information set forth in Section 8 of the Offer to Purchase (“Source and Amount of Funds”) is incorporated herein by reference.

(a) and (b) The information set forth in Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.

(a) The information set forth in Section 15 of the Offer to Purchase (“Fees and Expenses”) is incorporated herein by reference.

(a) and (b) Financial statements have not been included in this Schedule TO or in the Offer to Purchase because, in accordance with the instructions to Item 10 of Schedule TO, the financial statements are not

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considered material to a shareholder’s decision whether to sell, tender or hold Shares as: (1) the consideration offered consists solely of cash; (2) the offer is not subject to any financing condition; and (3) the Company, which is the offeror, is a public reporting company under Section 13(a) or 15(d) of the Exchange Act that files reports electronically on EDGAR.

(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:

(c) The information set forth in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference.

4

Not applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 22, 2022

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