CTO / CTO Realty Growth, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

CTO Realty Growth, Inc.
US ˙ NYSE ˙ US22948Q1013

Mga Batayang Estadistika
LEI 549300ZJHMRPKE71JO81
CIK 23795
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to CTO Realty Growth, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
July 29, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11350 CTO

July 29, 2025 EX-99.1

First 2024 Operating Results

Exhibit 99.1 DRAFT DRATDDD Press Release First 2024 Operating Results FOR IMMEDIATE RELEASE CTO Realty Growth Reports Second Quarter 2025 Operating Results – Signed 190,000 square feet of comparable leases at 22% growth in cash rent spread – – Reaffirmed 2025 Outlook – WINTER PARK, FL – July 29, 2025 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”), an owner and operator of retail-ba

July 29, 2025 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): July 29, 2025 CTO Realty Growth,

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): July 29, 2025 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number)

July 29, 2025 EX-99.2

2 © CTO Realty Growth, Inc. | ctoreit.com $50M $51M $69M $97M $111M $134M 2020 2021 2022 2023 2024 Q2 2025 Annualized $496M $690M $919M $946M $1.3B $1.3B 1/1/2020 1/1/2021 1/1/2022 1/1/2023 1/1/2024 1/1/2025 Highlights Income Properties Revenues Ente

Exhibit 99.2 Second Quarter 2025 Investor Presentation The Exchange at Gwinnett | Atlanta, GA 2 © CTO Realty Growth, Inc. | ctoreit.com $50M $51M $69M $97M $111M $134M 2020 2021 2022 2023 2024 Q2 2025 Annualized $496M $690M $919M $946M $1.3B $1.3B 1/1/2020 1/1/2021 1/1/2022 1/1/2023 1/1/2024 1/1/2025 Highlights Income Properties Revenues Enterprise Value As of June 30, 2025. Metrics based on ABR r

July 29, 2025 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents Second Quarter 2025 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 14 ▪ Consolidated Statements of Operations 15 ▪ Non-GAAP Financial Measures 16 Capitalization &

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com Ashley Park Atlanta, GA Supplemental Reporting Information Q2 2025 © CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents Second Quarter 2025 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 14 ▪ Consolidated Statements of Operations 15 ▪ Non-GAAP Financial Measures 16 Capitalization & Dividends 19 Summary of Debt

June 20, 2025 8-K

Submission of Matters to a Vote of Security Holders

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): June 18, 2025 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number)

May 1, 2025 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents First Quarter 2025 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 1 3 ▪ Consolidated Statements of Operations 1 4 ▪ Non -GAAP Financial Measures 1 5 Capitalizatio

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com Ashley Park Atlanta, GA Supplemental Reporting Information Q1 2025 © CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents First Quarter 2025 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 1 3 ▪ Consolidated Statements of Operations 1 4 ▪ Non -GAAP Financial Measures 1 5 Capitalization & Dividends 1 8 Summary of D

May 1, 2025 EX-99.1

First 2024 Operating Results

Exhibit 99.1 DRAFT Press Release First 2024 Operating Results FOR IMMEDIATE RELEASE CTO Realty Growth Reports First Quarter 2025 Operating Results – Acquired one property for $79.8 million – – Signed comparable leases on 109,000 square feet for growth of 37.2% – – Current signed-not-open pipeline of $4.0 million – WINTER PARK, FL – May 1, 2025 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” o

May 1, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 1, 2025 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number) 5

May 1, 2025 EX-99.2

2 © CTO Realty Growth, Inc. | ctoreit.com 2.5M 2.7M 3.7M 3.7M 4.7M 5.2M Q4 2020 Q4 2021 Q4 2022 Q4 2023 Q4 2024 Q1 2025 $496M $690M $919M $946M $1.3B $1.3B Q4 2020 Q4 2021 Q4 2022 Q4 2023 Q4 2024 Q1 2025 Highlights Portfolio Square Feet Enterprise Va

Exhibit 99.2 May 2025 First Quarter 2025 Investor Presentation Ashley Park | Atlanta, GA 2 © CTO Realty Growth, Inc. | ctoreit.com 2.5M 2.7M 3.7M 3.7M 4.7M 5.2M Q4 2020 Q4 2021 Q4 2022 Q4 2023 Q4 2024 Q1 2025 $496M $690M $919M $946M $1.3B $1.3B Q4 2020 Q4 2021 Q4 2022 Q4 2023 Q4 2024 Q1 2025 Highlights Portfolio Square Feet Enterprise Value As of March 31, 2025. Metrics based on ABR represent cash

May 1, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11350 CTO

April 28, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒                   Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt

April 28, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive

April 3, 2025 8-K

Regulation FD Disclosure, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 31, 2025 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number

April 3, 2025 EX-99.1

CTO Realty Growth Announces partial extinguishment of 3.875% convertible Senior notes

Exhibit 99.1 s4 Press Release FOR IMMEDIATE RELEASE CTO Realty Growth Announces partial extinguishment of 3.875% convertible Senior notes WINTER PARK, FL – April 3, 2025 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) announced today that the Company entered into privately negotiated exchange agreements with certain holders of its 3.875% Convertible Senior Notes due April 15, 2025 (

February 20, 2025 10-K

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11350 CTO REALTY GROWTH, INC.

February 20, 2025 EX-10.40

Form of February 12, 2025 Non-Employee Director Stock Award Agreement, filed as Exhibit 10.40 to the registrant’s annual report on Form 10-K filed February 20, 2025, and incorporated herein by reference

‌Exhibit 10.40 CTO REALTY GROWTH, INC. NON-EMPLOYEE DIRECTOR STOCK AWARD AGREEMENT This NON-EMPLOYEE DIRECTOR STOCK AWARD AGREEMENT (this “Agreement”) is made as of the day of , 202 (the “Grant Date”), by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”) and [NAME OF GRANTEE] (“Grantee”). Background A.The Company has adopted the Fifth Amended and Restated CTO Realty Growt

February 20, 2025 EX-19.1

Insider Trading Policy (filed herewith).

‌Exhibit 19.1 CTO REALTY GROWTH, INC. INSIDER TRADING COMPLIANCE PROGRAM In order to take an active role in the prevention of insider trading violations by its directors, officers, employees and other related individuals, CTO Realty Growth, Inc. (the “Company”) has adopted the policies and procedures described in this memorandum. I. Adoption of Insider Trading Policy The Company has adopted the In

February 20, 2025 EX-99.2

2 © CTO Realty Growth, Inc. | ctoreit.com $496M $690M $919M $946M $1.3B 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 2.5M 2.7M 3.7M 3.7M 4.7M 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Highlights Portfolio Square Feet Enterprise

Exhibit 99.2 February 2025 Fourth Quarter 2024 Investor Presentation Ashford Lane | Atlanta, GA 2 © CTO Realty Growth, Inc. | ctoreit.com $496M $690M $919M $946M $1.3B 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 2.5M 2.7M 3.7M 3.7M 4.7M 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 Highlights Portfolio Square Feet Enterprise Value As of December 31, 2024 1. Inclusive of $104.0

February 20, 2025 EX-10.39

Tenth Amendment to Second Amended and Restated Credit Agreement, Release and Joinder Dated December 20, 2024 (filed herewith).

Exhibit 10.39 Execution Version Tenth Amendment to Second Amended and Restated Credit Agreement, Release and Joinder This Tenth Amendment to Second Amended and Restated Credit Agreement, Release and Joinder (herein, this “Amendment”) is entered into as of December 20, 2024, among CTO Realty Growth, Inc., a Maryland corporation, and together with its successors and assigns (the “Borrower”), the Gua

February 20, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 20, 2025 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Num

February 20, 2025 EX-10.36

First Amendment to Employment Agreement between CTO Realty Growth, Inc. and Daniel E. Smith entered into February 26, 2016 (filed herewith).

‌Exhibit 10.36 OMNIBUS AMENDMENT TO EMPLOYMENT AND AWARD AGREEMENTS This OMNIBUS AMENDMENT TO EMPLOYMENT AND AWARD AGREEMENTS (this “Amendment”) is made and entered into on February 26, 2016, by and between CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Company”), and DANIEL E. SMITH (the “Executive”). BACKGROUND The Company and the Executive are parties to (i) the Employment Agreement,

February 20, 2025 EX-10.38

First Amendment to Credit Agreement between CTO Realty Growth, Inc., the Borrower, the Guarantors party thereto, the Lenders party thereto and Key Bank National Association, as Administrative Agent, dated December 20, 2024 (filed herewith).

Exhibit 10.38 FIRST AMENDMENT TO Credit Agreement This FIRST Amendment TO Credit Agreement (this “Amendment”) is made as of December 20, 2024, by and among CTO Realty Growth, Inc., a Maryland corporation (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and KEYBANK NATIONAL ASSOCIATION, as administrative agent (together with any successor administrative agent, the “Administra

February 20, 2025 EX-10.41

Form of February 12, 2025 Performance Share Award Agreement filed as Exhibit 10.41 to the registrant’s annual report on Form 10-K filed February 20, 2025, and incorporated herein by reference

‌Exhibit 10.41 CTO REALTY GROWTH, INC. PERFORMANCE SHARE AWARD AGREEMENT This Performance Share Award Agreement (this “Agreement”) is made as of the th day of February, 2025 (the “Grant Date”), by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and [GRANTEE NAME] (“Grantee”). Background The Company has adopted the Fifth Amended and Restated CTO Realty Growth, Inc. 2010

February 20, 2025 EX-99.1

First 2024 Operating Results

Press Release First 2024 Operating Results FOR IMMEDIATE RELEASE CTO Realty Growth Reports Fourth Quarter and Full Year 2024 Operating Results – Closed investments of $330.

February 20, 2025 EX-10.35

First Amendment to Employment Agreement between CTO Realty Growth, Inc. and Steven R. Greathouse entered into August 4, 2017 (filed herewith).

‌Exhibit 10.35 FIRST OMNIBUS AMENDMENT TO EMPLOYMENT AGREEMENT AND AWARD AGREEMENTS This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT AND AWARD AGREEMENTS (this “Amendment”) is made and entered into on August 4, 2017, by and between CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Company”), and Steven R. Greathouse (the “Executive”). BACKGROUND The Company and the Executive are parties to

February 20, 2025 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents Fourth Quarter 2024 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 15 ▪ Consolidated Statements of Operations 16 ▪ Non-GAAP Financial Measures 17 Capitalization &

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com Collection at Forsyth Atlanta, GA Supplemental Reporting Information Q4 2024 © CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents Fourth Quarter 2024 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 15 ▪ Consolidated Statements of Operations 16 ▪ Non-GAAP Financial Measures 17 Capitalization & Dividends 20 Summar

February 20, 2025 EX-10.37

Second Amendment to Employment Agreement between CTO Realty Growth, Inc. and Daniel E. Smith entered into August 4, 2017 (filed herewith).

‌Exhibit 10.37 SECOND OMNIBUS AMENDMENT TO EMPLOYMENT AGREEMENT AND AWARD AGREEMENTS This SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT AND AWARD AGREEMENTS (this “Amendment”) is made and entered into on August 4, 2017, by and between CONSOLIDATED-TOMOKA LAND CO., a Florida corporation (the “Company”), and Daniel E. Smith (the “Executive”). BACKGROUND The Company and the Executive are parties to (i

February 20, 2025 EX-10.34

Employment Agreement between CTO Realty Growth, Inc. and Steven R. Greathouse entered into February 26, 2016 (filed herewith).

Exhibit 10.34 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), effective as of February 26, 2016, is by and between Consolidated-Tomoka Land Co., a Florida corporation (the “Company”), and Steven R. Greathouse (the “Executive”). BACKGROUND The Executive has been employed by the Company since January 3, 2012. The Executive was originally hired as Director of Investments and curren

February 20, 2025 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant: CTO Realty Growth, Inc. as of December 31, 2024: Organized Under Laws of Percentage of Voting Securities Owned by Immediate Parent Alpine Income Property Manager, LLC Delaware 100.0 (3) CTO TRS Crisp39 LLC Delaware 100.0 (3) CTO TRS Mitigation LLC Delaware 100.0 (9) CTO TRS TBMB LLC Delaware 100.0 (3) CTO16 Atlantic LLC Delaware 100.0 (3) CTO16 Peterson

November 12, 2024 EX-1.2

Form of Forward Equity Distribution Agreement

Exhibit 1.2 CTO REALTY GROWTH, INC. Shares of Common Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: November 12, 2024 TABLE OF CONTENTS Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 6 SECTION 3 SALE OF SECURITIES 7 SECTION 4 SUSPENSION OF SALES 9 SECTION 5 REPRESENTATIONS AND WARRANTIES 9 SECTION 6 SALE AND DELIVERY; SETTLEMENT 20 SECTION 7 COVENANTS OF TH

November 12, 2024 EX-1.4

Form of Preferred Equity Distribution Agreement

Exhibit 1.4 CTO REALTY GROWTH, INC. Shares of 6.375% Series A Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: November 12, 2024 TABLE OF CONTENTS SECTION 1  DESCRIPTION OF SECURITIES 1 SECTION 2  PLACEMENTS 3 SECTION 3 SALE OF SECURITIES 5 SECTION 4 SUSPENSION OF SALES 5 SECTION 5 REPRESENTATIONS AND WARRANTIES 6 SECTION 6 SALE AND DELIVERY; S

November 12, 2024 424B5

Up to $25,000,000 CTO Realty Growth, Inc. 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share)

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282678 PROSPECTUS SUPPLEMENT (To Prospectus dated November 12, 2024) Up to $25,000,000 CTO Realty Growth, Inc. 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) We have entered into separate equity distribution agreements, each dated November 12, 2024, with each of BMO Capital Markets Corp. (“BMO”),

November 12, 2024 424B5

$250,000,000 CTO Realty Growth, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282678 PROSPECTUS SUPPLEMENT (To Prospectus dated November 12, 2024) $250,000,000 CTO Realty Growth, Inc. Common Stock We have entered into separate equity distribution agreements, each dated November 12, 2024, with each of BMO Capital Markets Corp. (“BMO”), A.G.P./Alliance Global Partners (“AGP”), B. Riley Securities, Inc. (“B. Riley”), Robert

November 12, 2024 EX-1.3

Form of Master Forward Confirmation

Exhibit 1.3 Opening Transaction To: CTO Realty Growth, Inc. From: [DEALER] Re: Issuer Share Forward Sale Transactions Date: November [·], 2024 Ladies and Gentlemen: The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between [DEALER] (“Dealer”) and CTO Realty Growth, Inc. (“Counterparty”) i

November 12, 2024 8-K

Financial Statements and Exhibits, Other Events

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): November 12, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland 001-11350 59-0483700 (State or other jurisdiction of incorporation) (Commissi

November 12, 2024 EX-1.1

Form of Non-Forward Equity Distribution Agreement

Exhibit 1.1 CTO REALTY GROWTH, INC. Shares of Common Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: November 12, 2024 TABLE OF CONTENTS SECTION 1  DESCRIPTION OF SECURITIES 1 SECTION 2  PLACEMENTS 3 SECTION 3 SALE OF SECURITIES 5 SECTION 4 SUSPENSION OF SALES 5 SECTION 5 REPRESENTATIONS AND WARRANTIES 5 SECTION 6 SALE AND DELIVERY; SETTLEMENT 16 SECTION 7 COVENANTS OF THE C

November 7, 2024 CORRESP

CTO Realty Growth, Inc. 369 N. New York Ave., Suite 201 Winter Park, Florida 32789 November 7, 2024

CTO Realty Growth, Inc. 369 N. New York Ave., Suite 201 Winter Park, Florida 32789 November 7, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Catherine De Lorenzo Re: Acceleration Request of CTO Realty Growth, Inc. Registration Statement on Form S-3 (File No.

November 5, 2024 CORRESP

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November 5, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 25, 2024 CORRESP

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October 25, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

October 24, 2024 EX-99.2

2 © CTO Realty Growth, Inc. | ctoreit.com Company Highlights 1. Reflects Jordan Landing disposition on August 15, 2024 and three property portfolio acquisition on August 20, 2024, as described in more detail on page 7. 2. Metrics are as of September

Exhibit 99.2 October 2024 Third Quarter 2024 Investor Presentation The Collection at Forsyth | Cumming, GA 2 © CTO Realty Growth, Inc. | ctoreit.com Company Highlights 1. Reflects Jordan Landing disposition on August 15, 2024 and three property portfolio acquisition on August 20, 2024, as described in more detail on page 7. 2. Metrics are as of September 30, 2024, and reflect a $19.02 per share co

October 24, 2024 EX-10.6

Amendment to the Employment Agreement between CTO Realty Growth, Inc. and Daniel E. Smith entered into October 22, 2024, filed herewith

Exhibit 10.6 THIRD AMENDMENT TO EMPLOYMENT AGREEMENT This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT (this “Third Amendment”) is made and entered into on October 22, 2024, by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and DANIEL E. SMITH (the “Executive”). BACKGROUND The Company and the Executive are parties to (i) that certain Employment Agreement dated as of Octobe

October 24, 2024 EX-10.3

Employment Agreement between CTO Realty Growth, Inc. and Lisa M. Vorakoun entered into October 22, 2024, filed as Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-Q filed October 24, 2024, and incorporated herein by reference.

Exhibit 10.3 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), effective as of October 22, 2024, is entered into by and between CTO REALTY GROWTH, INC., a Maryland corpo

October 24, 2024 EX-99.1

First 2024 Operating Results

Press Release First 2024 Operating Results FOR IMMEDIATE RELEASE CTO Realty Growth Reports Third Quarter 2024 Operating Results WINTER PARK, FL – October 24, 2024 – CTO Realty Growth, Inc.

October 24, 2024 EX-10.4

Amendment to the Employment Agreement between CTO Realty Growth, Inc. and John P. Albright entered into October 22, 2024, filed herewith

Exhibit 10.4 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into on October 22, 2024, by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and JOHN P. ALBRIGHT (the “Executive”). BACKGROUND The Company and the Executive are parties to that

October 24, 2024 EX-10.5

Amendment to the Employment Agreement between CTO Realty Growth, Inc. and Steven R. Greathouse entered into October 22, 2024, filed herewith

Exhibit 10.5 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Second Amendment”) is made and entered into on October 22, 2024, by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and STEVEN R. GREATHOUSE (the “Executive”). BACKGROUND The Company and the Executive are parties to (i) that certain Employment Agreement dated as o

October 24, 2024 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents Third Quarter 2024 Earnings Release 4 Key Financial Information  Consolidated Balance Sheets 1 5  Consolidated Statements of Operations 1 6  Non -GAAP Financial Measures 1 7 Capitalizatio

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com Ashford Lane Atlanta, GA Supplemental Reporting Information Q3 2024 © CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents Third Quarter 2024 Earnings Release 4 Key Financial Information  Consolidated Balance Sheets 1 5  Consolidated Statements of Operations 1 6  Non -GAAP Financial Measures 1 7 Capitalization & Dividends 20 Summary of D

October 24, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11350

October 24, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 24, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Numb

October 24, 2024 EX-10.2

Credit Agreement between CTO Realty Growth, Inc., the Borrower, the Guarantors party thereto, the Lenders party thereto and KeyBank National Association, as Administrative Agent, dated September 30, 2024, filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q filed October 24, 2024, and incorporated herein by reference.

Exhibit 10.2 Execution Version Credit Agreement Dated as of September 30, 2024 among CTO Realty Growth, Inc., The Guarantors From Time to Time Parties Hereto, The Lenders From Time to Time Parties Hereto, KeyBank National Association, as Administrative Agent, KeyBank Capital Markets Inc., PNC Capital Markets LLC, and Regions Capital Markets, as Joint Lead Arrangers PNC Bank, National Association a

October 16, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) CTO Realty Growth, Inc.

October 16, 2024 S-3

As filed with the Securities and Exchange Commission on October 16, 2024

As filed with the Securities and Exchange Commission on October 16, 2024 Registration No.

September 30, 2024 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): September 30, 2024 CTO Realty Gro

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): September 30, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Nu

September 30, 2024 EX-99.1

CTO Realty Growth Provides 2024 Business Update - Closed $274 Million in Investments Year-To-Date - - Raised $126 Million Under ATM Program in Third Quarter - - Closed $100 Million Unsecured Term Loan -

4 Press Release FOR IMMEDIATE RELEASE CTO Realty Growth Provides 2024 Business Update - Closed $274 Million in Investments Year-To-Date - - Raised $126 Million Under ATM Program in Third Quarter - - Closed $100 Million Unsecured Term Loan - WINTER PARK, FL – September 30, 2024 – CTO Realty Growth, Inc.

September 27, 2024 CORRESP

* * * * *

September 27, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 23, 2024 EX-1.1

Form of Equity Distribution Agreement

Exhibit 1.1 CTO REALTY GROWTH, INC. Shares of 6.375% Series A Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: August 23, 2024 TABLE OF CONTENTS SECTION 1 DESCRIPTION OF SECURITIES. 1 SECTION 2 PLACEMENTS. 3 SECTION 3 SALE OF SECURITIES. 5 SECTION 4 SUSPENSION OF SALES. 5 SECTION 5 REPRESENTATIONS AND WARRANTIES. 6 SECTION 6 SALE AND DELIVERY;

August 23, 2024 424B5

Up to CTO Realty Growth, Inc. 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share)

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267819 PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2022) Up to $24,500,000 CTO Realty Growth, Inc. 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) We have entered into separate equity distribution agreements, each dated August 23, 2024, with each of BMO Capital Markets Corp. (“BMO”), B.

August 23, 2024 8-K

Financial Statements and Exhibits, Other Events

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): August 23, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland 001-11350 59-0483700 (State or other jurisdiction of incorporation) (Commission

August 21, 2024 EX-99.1

CTO Realty Growth Completes Three Property Portfolio Acquisition and Disposition of Jordan Landing

4 Press Release Contact: Philip R. Mays Senior Vice President, Chief Financial Officer, and Treasurer (407) 904-3324 FOR IMMEDIATE RELEASE CTO Realty Growth Completes Three Property Portfolio Acquisition and Disposition of Jordan Landing WINTER PARK, FL – August 21, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced closing the acquisition of a portfolio of three o

August 21, 2024 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): August 20, 2024 CTO Realty Growth

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): August 20, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Numbe

August 8, 2024 EX-99.2

CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2 CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On March 20, 2024, CTO Realty Growth, Inc. (the “Company”) completed the acquisition of a lifestyle, mixed-use property in the Sanford submarket of Orlando, Florida (“Marketplace at Seminole Towne Center”) from a certain institutional owner for a purchase price of $68.7 million. The acquisition was funded us

August 8, 2024 EX-99.1

Report of Independent Certified Public Accountants

Exhibit 99.1 Report of Independent Certified Public Accountants Board of Directors and Stockholders CTO Realty Growth, Inc. Opinion We have audited the accompanying Historical Summary of Revenues and Direct Costs of Revenues of a three property portfolio of properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida (the “Three Property Portfolio”) for the year ended Dece

August 8, 2024 EX-2.1

Purchase and Sale Agreement, dated August 2, 2024, filed as Exhibit 2.1 to the registrant’s current report on Form 8-K filed on August 8, 2024, and incorporated herein by reference.

Exhibit 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. PURCHASE AGREEMENT (3-Property Portfolio) THIS PURCHASE AGREEMENT (this “Agreement”) is made effective as of August 2, 2024 (the “Effective Date”) by and between (A) (i) [***

August 8, 2024 EX-99.3

WINTER PARK, FL, August 8, 2024

Exhibit 99.3 Press Release Contact: Philip R. Mays Senior Vice President, Chief Financial Officer, and Treasurer (407) 904-3324 [email protected] FOR IMMEDIATE RELEASE CTO Realty Growth Announces Third Quarter 2024 Investment and Leasing Update WINTER PARK, FL, August 8, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company”) today announced that it has entered into a purchase and sale agreemen

August 8, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): August 2, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland 001-11350 59-0483700 (State or other jurisdiction of incorporation) (Commission

July 25, 2024 EX-99.1

First 2024 Operating Results

Press Release Contact:Philip R. Mays Senior Vice President, Chief Financial Officer & Treasurer (407) 904-3324 [email protected] First 2024 Operating Results FOR IMMEDIATE RELEASE CTO Realty Growth Reports Second Quarter 2024 Operating Results WINTER PARK, FL – July 25, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the qu

July 25, 2024 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents Second Quarter 2024 Earnings Release 4 Key Financial Information  Consolidated Balance Sheets 1 4  Consolidated Statements of Operations 1 5  Non -GAAP Financial Measures 1 6 Capitalizati

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com Ashford Lane Atlanta, GA Supplemental Reporting Information Q2 2024 © CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents Second Quarter 2024 Earnings Release 4 Key Financial Information  Consolidated Balance Sheets 1 4  Consolidated Statements of Operations 1 5  Non -GAAP Financial Measures 1 6 Capitalization & Dividends 1 9 Summary of

July 25, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 25, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number)

July 25, 2024 EX-99.2

2 © CTO Realty Growth, Inc. | ctoreit.com Positioned for Performance 1. Based on $17.46 per share common stock price as of June 30, 2024. 2. Based on $15.56 per share common stock price as of June 30, 2024. 3. Investment and disposition activity incl

Exhibit 99.2 July 2024 Investor Presentation The Collection at Forsyth | Cumming, GA 2 © CTO Realty Growth, Inc. | ctoreit.com Positioned for Performance 1. Based on $17.46 per share common stock price as of June 30, 2024. 2. Based on $15.56 per share common stock price as of June 30, 2024. 3. Investment and disposition activity includes both properties and structured investments from Q1 2019 – Q2

July 25, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11350 CTO

July 19, 2024 EX-10.1

Amendment No. 1 to Management Agreement among Alpine Income Property Trust, Inc., Alpine Income Property OP, LP and Alpine Income Property Manager, LLC, dated July 18, 2024, filed as Exhibit 10.1 to the registrant’s current report on Form 8-K filed July 19, 2024, and incorporated herein by reference.

Exhibit 10.1 AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT This AMENDMENT NO. 1 TO MANAGEMENT AGREEMENT (this “Amendment”), dated as of July 18, 2024, is entered into by and among Alpine Income Property Trust, Inc., a Maryland corporation, Alpine Income Property OP, LP, a Delaware limited partnership, and Alpine Income Property Manager, LLC, a Delaware limited liability company. Unless the context requi

July 19, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): July 18, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number)

June 21, 2024 8-K

Submission of Matters to a Vote of Security Holders

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): June 20, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number)

May 31, 2024 EX-10.1

Employment Agreement between CTO Realty Growth, Inc. and Philip R. Mays entered into May 29, 2024.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), effective as of May 29, 2024, is entered into by and between CTO Realty Growth, Inc., a Maryland corporati

May 31, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): May 29, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number)

May 31, 2024 EX-99.1

CTO Realty Growth Announces Hiring of Chief Financial Officer

Exhibit 99.1 4 Press Release Contact: Daniel E. Smith Senior Vice President, General Counsel & Corporate Secretary (386) 944-5632 [email protected] FOR IMMEDIATE RELEASE CTO Realty Growth Announces Hiring of Chief Financial Officer WINTER PARK, FL, May 31, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) announced today that Philip R. Mays has been appointed Senior Vice Preside

May 2, 2024 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents First Quarter 2024 Earnings Release 4 Key Financial Information  Consolidated Balance Sheets 12  Consolidated Statements of Operations 13  Non-GAAP Financial Measures 14 Capitalization &

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com Daytona Beach Restaurants Daytona Beach, FL Supplemental Reporting Information Q1 2024 REALTY GROWTH © CTO Realty Growth, Inc. | ctoreit.com 2 Table of Contents First Quarter 2024 Earnings Release 4 Key Financial Information  Consolidated Balance Sheets 12  Consolidated Statements of Operations 13  Non-GAAP Financial Measures 14 Capitalizatio

May 2, 2024 EX-99.2

2 © CTO Realty Growth, Inc. | ctoreit.com Positioned for Performance 1. Based on $16.95 per share common stock price as of March 31, 2024. 2. Based on $15.28 per share common stock price as of March 31, 2024. 3. Investment and disposition activity in

Exhibit 99.2 May 2024 Investor Presentation REALTY GROWTH Shops at Legacy Plano, TX 2 © CTO Realty Growth, Inc. | ctoreit.com Positioned for Performance 1. Based on $16.95 per share common stock price as of March 31, 2024. 2. Based on $15.28 per share common stock price as of March 31, 2024. 3. Investment and disposition activity includes both properties and structured investments from Q1 2019 - Q

May 2, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 2, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number) 5

May 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11350 CTO

May 2, 2024 EX-99.1

CTO Realty Growth Reports First Quarter 2024 Operating Results

Press Release Contact:Lisa M. Vorakoun Senior Vice President, Chief Accounting Officer (386) 944-5641 [email protected] FOR IMMEDIATE RELEASE CTO Realty Growth Reports First Quarter 2024 Operating Results WINTER PARK, FL – May 2, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the quarter ended March 31, 2024. First Qua

April 29, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant þ Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

April 29, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒                   Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt

April 10, 2024 EX-1.1

Underwriting Agreement, dated as of April 4, 2024, between the Company and Raymond James & Associates, Inc., as representative of the Underwriters named in Schedule A thereto.

Exhibit 1.1   EXECUTION VERSION   CTO Realty Growth, Inc. (a Maryland corporation)   1,500,000 Shares of 6.375% Series A Cumulative Redeemable Preferred Stock   UNDERWRITING AGREEMENT   Dated: April 4, 2024         CTO Realty Growth, Inc. (a Maryland corporation)   1,500,000 Shares of 6.375% Series A Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share)   UNDERWRITING AGREEMENT   April

April 10, 2024 8-K

Financial Statements and Exhibits, Other Events

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): April 4, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland 001-11350 59-0483700 (State or other jurisdiction of incorporation) (Commission F

April 5, 2024 424B5

1,500,000 Shares CTO Realty Growth, Inc. 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share)

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267819 PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2022) 1,500,000 Shares CTO Realty Growth, Inc. 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) We are offering 1,500,000 shares of our 6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Prefe

April 4, 2024 FWP

PRICING TERM SHEET 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per Share) April 4, 2024

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Supplement dated April 3, 2024 to Prospectus dated October 26, 2022 Registration No.

April 3, 2024 424B5

SUBJECT TO COMPLETION, DATED APRIL 3, 2024

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267819 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securitie

April 3, 2024 EX-3.1

Articles Supplementary, designating 3,000,000 additional shares of CTO Realty Growth, Inc.’s 6.375% Series A Cumulative Redeemable Preferred Stock, filed as Exhibit 3.1 to the registrant’s current report on Form 8-K filed April 3, 2024, and incorporated herein by reference.

Exhibit 3.1 CTO REALTY GROWTH, INC. ARTICLES SUPPLEMENTARY 6.375% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK CTO REALTY GROWTH, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: Under a power contained in Article VI of the charter of the Corporation (the “Charter”), the Board of Dir

April 3, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): March 28, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland 001-11350 59-0483700 (State or other jurisdiction of incorporation) (Commission

March 29, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 27, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland 001-11350 59-0483700 (State or other jurisdiction of incorporation) (Commission

February 28, 2024 EX-99.1

Senior Vice President, Chief Financial Officer, and Treasurer

Exhibit 99.1 Press Release Contact: Matthew M. Partridge Senior Vice President, Chief Financial Officer, and Treasurer (407) 904-3324 [email protected] FOR IMMEDIATE Cto realty growth announces RELEASE Chief financial officer transition WINTER PARK, FL, February 28, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) announced today that its Senior Vice President, Chief Financ

February 28, 2024 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): February 26, 2024 CTO Realty Grow

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): February 26, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland 001-11350 59-0483700 (State or other jurisdiction of incorporation) (Commissi

February 22, 2024 EX-10.29

Ninth Amendment to Second Amended and Restated Credit Agreement, Release and Joinder Dated December 20, 2023, filed as Exhibit 10.29 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, and incorporated herein by reference.

Exhibit 10.29 Execution Version Ninth Amendment to Second Amended and Restated Credit Agreement, Release and Joinder This Ninth Amendment to Second Amended and Restated Credit Agreement, Release and Joinder (herein, this “Amendment”) is entered into as of December 20, 2023, among CTO Realty Growth, Inc., a Maryland corporation, and together with its successors and assigns (the “Borrower”), the Gua

February 22, 2024 EX-99.2

2 © CTO Realty Growth, Inc. | ctoreit.com Positioned for Performance 1. Based on $16.43 per share common stock price as of February 16, 2024. 8.5% IMPLIED CAP RATE1 8.8% IMPLIED INVESTMENT YIELD1 $375M $497M $0.9B EQUITY MARKET CAP1 OUTSTANDING DEBT

Exhibit 99.2 February 2024 Investor Presentation REALTY GROWTH 2 © CTO Realty Growth, Inc. | ctoreit.com Positioned for Performance 1. Based on $16.43 per share common stock price as of February 16, 2024. 8.5% IMPLIED CAP RATE1 8.8% IMPLIED INVESTMENT YIELD1 $375M $497M $0.9B EQUITY MARKET CAP1 OUTSTANDING DEBT ENTERPRISE VALUE (NET OF CASH) SERIES A PREFERRED $74M 9.3% CURRENT ANNUALIZED DIVIDEND

February 22, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 22, 2024 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Num

February 22, 2024 EX-10.28

Form of February 14, 2024 Performance Share Award Agreement, filed as Exhibit 10.28 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, and incorporated herein by reference.

Exhibit 10.28 CTO REALTY GROWTH, INC. PERFORMANCE SHARE AWARD AGREEMENT This Performance Share Award Agreement (this “Agreement”) is made as of the 14th day of February, 2024 (the “Grant Date”), by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and (“Grantee”). Background The Company has adopted the Fifth Amended and Restated CTO Realty Growth, Inc. 2010 Equity Incent

February 22, 2024 EX-99.1

CTO Realty Growth Reports Fourth Quarter and Full Year 2023 Operating Results

Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer, and Treasurer (407) 904-3324 [email protected] FOR IMMEDIATE RELEASE CTO Realty Growth Reports Fourth Quarter and Full Year 2023 Operating Results WINTER PARK, FL – February 22, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the

February 22, 2024 10-K

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11350 CTO REALTY GROWTH, INC.

February 22, 2024 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant: CTO Realty Growth, Inc. as of December 31, 2023: Organized Under Laws of Percentage of Voting Securities Owned by Immediate Parent Alpine Income Property Manager, LLC Delaware 100.0 (3) Bluebird Arrowhead Phoenix LLC Delaware 100.0 (5) Bluebird Germantown MD LLC Delaware 100.0 (5) Bluebird Renton WA LLC Delaware 100.0 (5) CTO TRS Crisp39 LLC Delaware 10

February 22, 2024 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 18 Table of Contents Full Year and Fourth Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 1 5 ▪ Consolidated Statements of Operations 1 6 ▪ Non -GAAP Financial Measures 1

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com Daytona Beach Restaurants Daytona Beach, FL Supplemental Reporting Information Q4 2023 REALTY GROWTH © CTO Realty Growth, Inc. | ctoreit.com 18 Table of Contents Full Year and Fourth Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 1 5 ▪ Consolidated Statements of Operations 1 6 ▪ Non -GAAP Financial Measur

February 22, 2024 EX-97.1

Policy Relating to Recovery of Erroneously Awarded Compensation filed as Exhibit 97.1 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, and incorporated herein by reference.

Exhibit 97.1 CTO Realty Growth, Inc. Clawback Policy (this “Policy”) Adopted by the Board of Directors (the “Board”) of CTO Realty Growth, Inc. (the “Company”) on October 24, 2023. 1. Recoupment. If the Company is required to prepare a Restatement, the Compensation Committee of the Board (the “Committee”) shall, unless determined to be Impracticable, take reasonably prompt action to recoup all Rec

February 8, 2024 SC 13G/A

CTO / CTO Realty Growth, Inc. / DYNASTY INVEST LTD. Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* CTO Realty Growth, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 22948P103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

October 26, 2023 EX-10.1

Amended 2017 Executive Annual Cash Incentive Plan, filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed October 26, 2023, and incorporated herein by reference.

Exhibit 10.1 CTO REALTY GROWTH, INC. 2017 EXECUTIVE ANNUAL CASH INCENTIVE PLAN 1.Purpose. The purpose of the CTO Realty Growth, Inc. 2017 Executive Annual Cash Incentive Plan (the “Plan”) is to create a mutuality of interest between the senior officers and the shareholders of CTO Realty Growth, Inc. (the “Company”) through an annual cash incentive compensation structure designed to reward actions

October 26, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11350

October 26, 2023 EX-99.2

© CTO Realty Growth, Inc. | ctoreit.com CTO Realty Growth Company Profile 2 As of September 30, 2023, unless otherwise noted. 1. As of October 25, 2023. 2. Based on $15.73 per share common stock price as of October 25, 2023. The Collection at Forsyth

Exhibit 99.2 Investor Presentation REALTY GROWTH October 2023 The Collection at Forsyth Cumming, GA © CTO Realty Growth, Inc. | ctoreit.com CTO Realty Growth Company Profile 2 As of September 30, 2023, unless otherwise noted. 1. As of October 25, 2023. 2. Based on $15.73 per share common stock price as of October 25, 2023. The Collection at Forsyth Cumming, GA 23 4.1M 9.0% PROPERTIES SQUARE FEET I

October 26, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 26, 2023 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Numb

October 26, 2023 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com Third Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 13 ▪ Consolidated Statements of Operations 14 ▪ Non-GAAP Financial Measures 15 Capitalization & Dividends 18 Summary

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com REALTY GROWTH Supplemental Reporting Information Q3 2023 © CTO Realty Growth, Inc. | ctoreit.com Third Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 13 ▪ Consolidated Statements of Operations 14 ▪ Non-GAAP Financial Measures 15 Capitalization & Dividends 18 Summary of Debt 19 Debt Maturities 20 Investmen

October 26, 2023 EX-99.1

CTO Realty Growth Reports Third Quarter 2023 Operating Results

Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer, and Treasurer (407) 904-3324 [email protected] FOR IMMEDIATE RELEASE CTO Realty Growth Reports Third Quarter 2023 Operating Results WINTER PARK, FL – October 26, 2023 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the quarter ended S

September 28, 2023 S-8

As filed with the Securities and Exchange Commission on September 28, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 CTO Realty Growth, Inc. (Exact name of Registrant as speci

As filed with the Securities and Exchange Commission on September 28, 2023 SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 28, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) CTO Realty Growth, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Pr

July 27, 2023 EX-99.1

CTO Realty Growth Reports Second Quarter 2023 Operating Results

Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer, and Treasurer (407) 904-3324 [email protected] FOR IMMEDIATE RELEASE CTO Realty Growth Reports Second Quarter 2023 Operating Results WINTER PARK, FL – July 27, 2023 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the quarter ended Jun

July 27, 2023 EX-10.1

Fifth Amended and Restated CTO Realty Growth, Inc., 2010 Equity Incentive Plan, filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed July 27, 2023, and incorporated herein by reference.

Exhibit 10.1 CTO REALTY GROWTH, INC. FIFTH AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN 1. Purpose. The purposes of the CTO Realty Growth, Inc. Fifth Amended and Restated 2010 Equity Incentive Plan (as amended from time to time, the “Plan”) are to (i) align Employees’ and Nonemployee Directors’ long-term financial interests with those of the Company’s stockholders; (ii) attract and retain Emplo

July 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11350 CTO

July 27, 2023 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com Second Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 13 ▪ Consolidated Statements of Operations 14 ▪ Non-GAAP Financial Measures 15 Capitalization & Dividends 18 Summar

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com REALTY GROWTH Supplemental Reporting Information Q2 2023 Ashford Lane Atlanta, GA © CTO Realty Growth, Inc. | ctoreit.com Second Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 13 ▪ Consolidated Statements of Operations 14 ▪ Non-GAAP Financial Measures 15 Capitalization & Dividends 18 Summary of Debt 19 De

July 27, 2023 EX-99.2

© CTO Realty Growth, Inc. | ctoreit.com CTO Realty Growth Company Profile 2 As of June 30, 2023, unless otherwise noted. 1. As of July 21, 2023. 2. Based on $17.71 per share common stock price as of July 21, 2023. The Collection at Forsyth Cumming, G

Exhibit 99.2 Investor Presentation REALTY GROWTH July 2023 The Collection at Forsyth Cumming, GA © CTO Realty Growth, Inc. | ctoreit.com CTO Realty Growth Company Profile 2 As of June 30, 2023, unless otherwise noted. 1. As of July 21, 2023. 2. Based on $17.71 per share common stock price as of July 21, 2023. The Collection at Forsyth Cumming, GA 24 4.2M 8.0% PROPERTIES SQUARE FEET IMPLIED CAP RAT

July 27, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 27, 2023 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number)

June 23, 2023 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): June 21, 2023 CTO Realty Growth,

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): June 21, 2023 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number)

April 28, 2023 DEF 14A

SECURITIES AND EXCHANGE COM MISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents SECURITIES AND EXCHANGE COM MISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

April 28, 2023 DEFA14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stateme

April 27, 2023 EX-10.1

Form of February 17, 2023 Performance Share Award Agreement, filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed April 27, 2023, and incorporated herein by reference.

Exhibit 10.1 CTO REALTY GROWTH, INC. PERFORMANCE SHARE AWARD AGREEMENT This Performance Share Award Agreement (this “Agreement”) is made as of the 17th day of February, 2023 (the “Grant Date”), by and between CTO REALTY GROWTH, INC., a Maryland corporation (the “Company”), and (“Grantee”). Background The Company has adopted the Fourth Amended and Restated CTO Realty Growth, Inc. 2010 Equity Incent

April 27, 2023 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): April 27, 2023 CTO Realty Growth,

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): April 27, 2023 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number

April 27, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-11350 CTO

April 27, 2023 EX-99.1

CTO Realty Growth Reports First Quarter 2023 Operating Results

Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer, and Treasurer (407) 904-3324 [email protected] FOR IMMEDIATE RELEASE CTO Realty Growth Reports First Quarter 2023 Operating Results WINTER PARK, FL – April 27, 2023 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the quarter ended Mar

April 27, 2023 EX-99.2

© CTO Realty Growth, Inc. | ctoreit.com Company Highlights 2 Differentiated Investment Strategy Focusing on Asset Recycling and Value-Add Acquisitions Southeast and Southwest Retail & Mixed-Use Multi-tenant portfolio in attractive business-friendly m

Exhibit 99.2 Investor Presentation REALTY GROWTH April 2023 The Strand at St. John’s Town Center Jacksonville, FL © CTO Realty Growth, Inc. | ctoreit.com Company Highlights 2 Differentiated Investment Strategy Focusing on Asset Recycling and Value-Add Acquisitions Southeast and Southwest Retail & Mixed-Use Multi-tenant portfolio in attractive business-friendly markets with strong demographics and

April 27, 2023 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com First Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 11 ▪ Consolidated Statements of Operations 12 ▪ Non-GAAP Financial Measures 13 Capitalization & Dividends 16 Summary

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com REALTY GROWTH Supplemental Reporting Information Q1 2023 Madison Yards Atlanta, GA © CTO Realty Growth, Inc. | ctoreit.com First Quarter 2023 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 11 ▪ Consolidated Statements of Operations 12 ▪ Non-GAAP Financial Measures 13 Capitalization & Dividends 16 Summary of Debt 17 De

March 21, 2023 SC 13D/A

PINE / Alpine Income Property Trust Inc / CTO Realty Growth, Inc. - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.

February 23, 2023 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com Full Year and Fourth Quarter 2022 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 14 ▪ Consolidated Statements of Operations 15 ▪ Non-GAAP Financial Measures 16 Capitalization & Divid

Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com REALTY GROWTH Supplemental Reporting Information Q4 2022 Madison Yards Atlanta, GA © CTO Realty Growth, Inc. | ctoreit.com Full Year and Fourth Quarter 2022 Earnings Release 4 Key Financial Information ▪ Consolidated Balance Sheets 14 ▪ Consolidated Statements of Operations 15 ▪ Non-GAAP Financial Measures 16 Capitalization & Dividends 19 Summar

February 23, 2023 EX-99.1

CTO Realty Growth Reports Full Year and Fourth Quarter 2022 Operating Results

Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer, and Treasurer (407) 904-3324 [email protected] FOR IMMEDIATE RELEASE CTO Realty Growth Reports Full Year and Fourth Quarter 2022 Operating Results WINTER PARK, FL – February 23, 2023 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating results and earnings for the

February 23, 2023 10-K

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-11350 CTO REALTY GROWTH, INC.

February 23, 2023 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiaries of the Registrant: CTO Realty Growth, Inc. as of December 31, 2022: Organized Under Laws of Percentage of Voting Securities Owned by Immediate Parent Alpine Income Property Manager, LLC Delaware 100.0 (3) Bluebird Arrowhead Phoenix LLC Delaware 100.0 (6) Bluebird Germantown MD LLC Delaware 100.0 (6) Bluebird Renton WA LLC Delaware 100.0 (6) Conservation Park LLC Delaware

February 23, 2023 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): February 23, 2023 CTO Realty Grow

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): February 23, 2023 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Num

February 23, 2023 EX-99.2

© CTO Realty Growth, Inc. | ctoreit.com Company Highlights 2 Differentiated Investment Strategy Focusing on Asset Recycling and Value-Add Acquisitions Southeast and Southwest Retail & Mixed-Use Multi-tenant portfolio in attractive business-friendly m

Exhibit 99.2 Investor Presentation REALTY GROWTH February 2023 West Broad Village Glen Allen, VA © CTO Realty Growth, Inc. | ctoreit.com Company Highlights 2 Differentiated Investment Strategy Focusing on Asset Recycling and Value-Add Acquisitions Southeast and Southwest Retail & Mixed-Use Multi-tenant portfolio in attractive business-friendly markets with strong demographics and outsized long-ter

February 17, 2023 EX-3.1

Third Amended and Restated Bylaws of CTO Realty Growth, Inc., effective as of February 16, 2023, filed as Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed February 17, 2023, and incorporated herein by reference.

CTO REALTY GROWTH, Inc. THIRD AMENDED AND RESTATED BYLAWS Article I OFFICES Section 1.PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2.ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may

February 17, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): February 16, 2023 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Num

February 10, 2023 EX-1

JOINT FILING AGREEMENT

EX-1 2 ex-1.htm EXHIBIT I JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the common stock, $1.00 par value per share, of CTO Realty

February 10, 2023 SC 13G/A

CTO / Consolidated-Tomoka Land Co. / DYNASTY INVEST LTD. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* CTO Realty Growth, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 22948P103 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 7, 2023 SC 13G

CTO.PRA / CTO Realty Growth, Inc. 6.375% Series A Cumulative Redeemable Preferred Stock / DUBUQUE BANK & TRUST CO - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CTO REALTY GROWTH INC. (Name of Issuer) Preferred Cumulative Stock (Title of Class of Securities) 22948Q200 (CUSIP Number) 12/31/2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

January 27, 2023 EX-99.1

Report of Independent Certified Public Accountants

Exhibit 99.1 Report of Independent Certified Public Accountants Board of Directors and Stockholders CTO Realty Growth, Inc. Opinion We have audited the accompanying Historical Summary of Revenues and Direct Costs of Revenues of The Collection at Forsyth (the “Property”) for the year ended December 31, 2021 and the related notes (the “Historical Summary”). In our opinion, the accompanying Historica

January 27, 2023 EX-99.2

CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2 CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On October 14, 2022, CTO Realty Growth, Inc. (the “Company”) completed the acquisition of a grocery-anchored mixed-use center in the Richmond, Virginia Metropolitan Area (“West Broad Village”) from a certain institutional owner for a purchase price of $93.85 million. The acquisition was funded using (a) avai

January 27, 2023 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 27, 2023 (December 29, 2022) CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350

December 30, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): December 29, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Num

December 30, 2022 EX-99.1

CTO Realty Growth Announces Acquisition of The Collection At Forsyth in Atlanta, Georgia for $96.0 Million

Exhibit 99.1 ? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (407) 904-3324 [email protected] ? ? FOR IMMEDIATE RELEASE CTO Realty Growth Announces Acquisition of The Collection At Forsyth in Atlanta, Georgia for $96.0 Million WINTER PARK, FL ? December 30, 2022 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?) today a

December 5, 2022 EX-1.1

Underwriting Agreement, dated November 30, 2022, by and between the Company and Wells Fargo Securities, LLC, as representative of the underwriters named therein.

EX-1.1 2 cto-20221130xex1d1.htm EX-1.1 Exhibit 1.1 CTO Realty Growth, Inc. (a Maryland corporation) 3,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT Dated: November 30, 2022 CTO Realty Growth, Inc. (a Maryland corporation) 3,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT November 30, 2022 Wells Fargo Securities, LLC As Represent

December 5, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

? 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): November 30, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commi

December 2, 2022 424B5

3,000,000 Shares CTO Realty Growth, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267819 PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2022) 3,000,000 Shares CTO Realty Growth, Inc. Common Stock We are offering 3,000,000 shares of our common stock, par value $0.01 per share. Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol ?CTO,? and the last reported sale price of our common stoc

November 30, 2022 424B5

SUBJECT TO COMPLETION, DATED NOVEMBER 30, 2022

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267819 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securitie

November 30, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 28, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Num

November 30, 2022 EX-2.1

Purchase and Sale Agreement, dated November 28, 2022, filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed November 30, 2022, and incorporated herein by reference.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

October 31, 2022 EX-1.1

Form of Non-Forward Equity Distribution Agreement

EX-1.1 2 tm2229139d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 CTO REALTY GROWTH, INC. Shares of Common Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: October 28, 2022 TABLE OF CONTENTS SECTION 1 DESCRIPTION OF SECURITIES. 1 SECTION 2 PLACEMENTS. 3 SECTION 3 SALE OF SECURITIES. 5 SECTION 4 SUSPENSION OF SALES. 5 SECTION 5 REPRESENTATIONS AND WARRANTIES. 6 SECTION 6 SALE AND DELIVERY

October 31, 2022 EX-1.2

Form of Forward Equity Distribution Agreement

EX-1.2 3 tm2229139d1ex1-2.htm EXHIBIT 1.2 Exhibit 1.2 CTO REALTY GROWTH, INC. Shares of Common Stock (Par Value $0.01 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: October 28, 2022 TABLE OF CONTENTS Page SECTION 1 DESCRIPTION OF SECURITIES. 1 SECTION 2 PLACEMENTS. 5 SECTION 3 SALE OF SECURITIES. 7 SECTION 4 SUSPENSION OF SALES. 9 SECTION 5 REPRESENTATIONS AND WARRANTIES. 9 SECTION 6 SALE AND DEL

October 31, 2022 EX-1.3

Form of Master Forward Confirmation

EX-1.3 4 tm2229139d1ex1-3.htm EXHIBIT 1.3 Exhibit 1.3 Opening Transaction To: CTO Realty Growth, Inc. From: [DEALER] Re: Issuer Share Forward Sale Transactions Date: October [•], 2022 Ladies and Gentlemen: The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the transactions to be entered into from time to time between [DEALER] (“Dealer”) and C

October 31, 2022 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): October 27, 2022 CTO Realty Growt

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): October 27, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland 001-11350 59-0483700 (State or other jurisdiction of incorporation) (Commissio

October 28, 2022 424B5

$150,000,000 CTO Realty Growth, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267819 PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2022) $150,000,000 CTO Realty Growth, Inc. Common Stock We have entered into separate equity distribution agreements, each dated October 28, 2022, with each of BMO Capital Markets Corp. (“BMO”), B. Riley Securities, Inc. (“B. Riley”), Robert W. Baird & Co. Incorporated (“Baird”), Com

October 27, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 27, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commissi

October 27, 2022 EX-99.2

© CTO Realty Growth, Inc. | ctoreit.com Company Highlights 2 Differentiated Investment Strategy Focusing on Asset Recycling and Value - Add Acquisitions Sunbelt Retail & Mixed - Use Multi - tenant portfolio in attractive business - friendly markets w

Exhibit 99.2 Investor Presentation REALTY GROWTH October 2022 West Broad Village Glen Allen, VA ? CTO Realty Growth, Inc. | ctoreit.com Company Highlights 2 Differentiated Investment Strategy Focusing on Asset Recycling and Value - Add Acquisitions Sunbelt Retail & Mixed - Use Multi - tenant portfolio in attractive business - friendly markets with strong demographics and outsized long - term growt

October 27, 2022 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 1. Third Quarter 2022 Earnings Release 3 2. Key Financial Information ▪ Consolidated Balance Sheets 12 ▪ Consolidated Statements of Operations 13 ▪ Non - GAAP Financial Measures 14 3. Capitalization & Dividends

Exhibit 99.3 ? CTO Realty Growth, Inc. | ctoreit.com REALTY GROWTH Supplemental Reporting Information Q3 2022 Madison Yards Atlanta, GA ? CTO Realty Growth, Inc. | ctoreit.com 1. Third Quarter 2022 Earnings Release 3 2. Key Financial Information ? Consolidated Balance Sheets 12 ? Consolidated Statements of Operations 13 ? Non - GAAP Financial Measures 14 3. Capitalization & Dividends 17 4. Summary

October 27, 2022 EX-99.1

CTO Realty Growth Reports Third Quarter 2022 Operating Results

? ? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (407) 904-3324 [email protected] ? FOR IMMEDIATE RELEASE ? CTO Realty Growth Reports Third Quarter 2022 Operating Results WINTER PARK, FL ? October 27, 2022 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?) today announced its operating results and earnings for the quar

October 27, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 24, 2022 CORRESP

CTO Realty Growth, Inc. 369 N. New York Ave., Suite 201 Winter Park, Florida 32789 October 24, 2022

CTO Realty Growth, Inc. 369 N. New York Ave., Suite 201 Winter Park, Florida 32789 October 24, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: S.K. Chen Re: Acceleration Request of CTO Realty Growth, Inc. Registration Statement on Form S-3 (File No. 333-267819

October 17, 2022 EX-99.1

Report of Independent Certified Public Accountants

Exhibit 99.1 ? Report of Independent Certified Public Accountants ? Board of Directors and Stockholders CTO Realty Growth, Inc. ? Opinion We have audited the accompanying Historical Summary of Revenues and Direct Costs of Revenues of West Broad Village (the ?Property?) for the year ended December 31, 2021 and the related notes (the ?Historical Summary?). ? In our opinion, the accompanying Historic

October 17, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

? 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): October 14, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commis

October 17, 2022 EX-99.2

CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2 CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On July 8, 2022, CTO Realty Growth, Inc. (the ?Company? or ?CTO?) completed the acquisition of a retail center located in Atlanta, Georgia (?Madison Yards? or the ?Property?) from a certain project owner (the ?Seller?) for a purchase price of $80.2 million. There is no material relationship between the Compa

October 17, 2022 EX-99.3

CTO Realty Growth Announces Acquisition of Mixed-Use, Grocery-Anchored Lifestyle Property in Richmond, Virginia for $93.9 Million

? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] ? ? ? ? ? ? FOR IMMEDIATE RELEASE CTO Realty Growth Announces Acquisition of Mixed-Use, Grocery-Anchored Lifestyle Property in Richmond, Virginia for $93.9 Million WINTER PARK, FL ? October 17, 2022 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company?

October 11, 2022 S-3

As filed with the Securities and Exchange Commission on October 11, 2022

As filed with the Securities and Exchange Commission on October 11, 2022 Registration No.

October 11, 2022 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) CTO Realty Growth, Inc.

September 23, 2022 EX-10.1

Eighth Amendment to Second Amended and Restated Credit Agreement and Joinder Dated September 20, 2022 filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on September 23, 2022, and incorporated herein by reference.

Exhibit 10.1 ? EXECUTION VERSION ? EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER This EIGHTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND JOINDER (herein, this ?Amendment?) is entered into as of September 20, 2022, among CTO Realty Growth, Inc., a Maryland corporation, and together with its successors and assigns (the ?Borrower?), the Guarantors part

September 23, 2022 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

? 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): September 20, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Comm

September 23, 2022 EX-99.1

CTO REALTY GROWTH ANNOUNCES $565 MILLION CREDIT FACILITY

? Exhibit 99.1 Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (407) 904-3324 [email protected] ? ? ? ? FOR IMMEDIATE RELEASE CTO REALTY GROWTH ANNOUNCES $565 MILLION CREDIT FACILITY ? WINTER PARK, FL ? September 21, 2022 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?) today announced that it has successfully amended its s

September 21, 2022 SC 13D/A

PINE / Alpine Income Property Trust Inc / CTO Realty Growth, Inc. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No.

September 21, 2022 EX-99.12

JOINT FILING AGREEMENT

Exhibit 99.12 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree that (1) only one statement containing the information required by Schedule 13D and any further amendments thereto need to be filed with respect to the beneficial ownership by each of the undersigned of shares of common stock of Alpine Income Property T

September 12, 2022 EX-2.1

Purchase and Sale Agreement, dated September 9, 2022, filed as Exhibit 2.1 to the registrant’s current report on Form 8-K filed September 12, 2022, and incorporated herein by reference.

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

September 12, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): September 9, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Num

July 28, 2022 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 1. Second Quarter 2022 Earnings Release 3 2. Key Financial Information ▪ Consolidated Balance Sheets 12 ▪ Consolidated Statements of Operations 13 ▪ Non - GAAP Financial Measures 14 3. Capitalization & Dividend

Exhibit 99.3 ? CTO Realty Growth, Inc. | ctoreit.com REALTY GROWTH Supplemental Reporting Information Q2 2022 ? CTO Realty Growth, Inc. | ctoreit.com 1. Second Quarter 2022 Earnings Release 3 2. Key Financial Information ? Consolidated Balance Sheets 12 ? Consolidated Statements of Operations 13 ? Non - GAAP Financial Measures 14 3. Capitalization & Dividends 17 4. Summary of Debt 18 5. Investment

July 28, 2022 EX-99.2

© CTO Realty Growth, Inc. | ctoreit.com Year - To - Date Highlights 2 Accretive and Opportunistic Investment Activity ▪ Total year - to - date investment volume of $177.0 million at a weighted average cap rate of 7.2%, including the following notable

Exhibit 99.2 Investor Presentation REALTY GROWTH July 2022 Madison Yards Atlanta, GA ? CTO Realty Growth, Inc. | ctoreit.com Year - To - Date Highlights 2 Accretive and Opportunistic Investment Activity ? Total year - to - date investment volume of $177.0 million at a weighted average cap rate of 7.2%, including the following notable i nvestments: o Acquired two multi - tenant retail income proper

July 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 28, 2022 EX-99.1

CTO REALTY GROWTH REPORTS SECOND QUARTER 2022 OPERATING RESULTS

? ? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (407) 904-3324 [email protected] ? FOR IMMEDIATE RELEASE ? CTO REALTY GROWTH REPORTS SECOND QUARTER 2022 OPERATING RESULTS WINTER PARK, FL ? July 28, 2022 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?) today announced its operating results and earnings for the quarte

July 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 28, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission

July 11, 2022 EX-99.1

Report of Independent Certified Public Accountants

? Exhibit 99.1 ? Report of Independent Certified Public Accountants ? Board of Directors and Stockholders CTO Realty Growth, Inc. ? Opinion We have audited the accompanying Historical Summary of Revenues and Direct Costs of Revenues of Madison Yards (the ?Property?) for the year ended December 31, 2021 and the related notes (the ?Historical Summary?). ? In our opinion, the accompanying Historical

July 11, 2022 EX-99.2

CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.2 CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On July 8, 2022, CTO Realty Growth, Inc. (the ?Company? or ?CTO?) completed the acquisition of a retail center located in Atlanta, Georgia (?Madison Yards? or the ?Property?) from a certain project owner (the ?Seller?) for a purchase price of $80.2 million. There is no material relationship between the Compa

July 11, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): July 8, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission F

July 11, 2022 EX-99.3

A GROCERY- IN ATLANTA, GEORGIA FOR $80.2 MILLION

? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] ? ? ? ? A GROCERY- IN ATLANTA, GEORGIA FOR $80.2 MILLION ? FOR IMMEDIATE RELEASE ? CTO REALTY GROWTH ANNOUNCES ACQUISITION OF GROCERY- ANCHORED RETAIL PROPERTY IN ATLANTA, GEORGIA FOR $80.2 MILLION WINTER PARK, FL ? July 11, 2022 ? CTO Realty Growth, I

July 1, 2022 EX-10.1

Form of Restricted Share Award Agreement, dated July 1, 2022, filed as Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on July 1, 2022, and incorporated herein by reference.

Exhibit 10.1 ? CTO REALTY GROWTH, INC. RESTRICTED SHARE AWARD AGREEMENT This RESTRICTED SHARE AWARD AGREEMENT (this ?Agreement?) is made as of the 1st day of July, 2022 (the ?Grant Date?), by and between CTO REALTY GROWTH, INC., a Maryland corporation (the ?Company?) and (?Grantee?). Background ? The Company has adopted the Third Amended and Restated CTO Realty Growth, Inc. 2010 Equity Incentive P

July 1, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 28, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission

July 1, 2022 EX-10.2

Omnibus Amendment to Restricted Share Award Agreements, dated as of July 1, 2022, filed as Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on July 1, 2022, and incorporated herein by reference.

Exhibit 10.2 OMNIBUS AMENDMENT TO RESTRICTED SHARE AWARD AGREEMENTS OF CTO REALTY GROWTH, INC. ? This Omnibus Amendment (this ?Amendment?) is dated to be effective as of July 1, 2022, and has been approved by the Compensation Committee of the Board of Directors of CTO Realty Growth, Inc., a Maryland corporation (the ?Company?), pursuant to Section 4(i) of the Third Amended and Restated CTO Realty

July 1, 2022 EX-10.3

Omnibus Amendment to Performance Share Award Agreements, dated as of July 1, 2022, filed as Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on July 1, 2022, and incorporated herein by reference.

Exhibit 10.3 OMNIBUS AMENDMENT TO PERFORMANCE SHARE AWARD AGREEMENTS OF CTO REALTY GROWTH, INC. This Omnibus Amendment (this ?Amendment?) is dated to be effective as of July 1, 2022, and has been approved by the Compensation Committee of the Board of Directors of CTO Realty Growth, Inc., a Maryland corporation (the ?Company?), pursuant to Section 4(i) of the Third Amended and Restated CTO Realty G

June 24, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): June 22, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission

May 20, 2022 EX-2.1

2.1* Purchase and Sale Agreement, made as of May 20, 2022

EXHIBIT 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. ? ? PURCHASE AND SALE AGREEMENT [****] ? This PURCHASE AND SALE AGREEMENT (this ?Agreement?) is made and entered into as of the day of May, 2022 (the ?Effective Date?) by and

May 20, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 20, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission F

April 29, 2022 DEFA14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Stateme

April 29, 2022 DEF 14A

Definitive Proxy Statement on Schedule 14A filed on April 29, 2022

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

April 28, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

April 28, 2022 EX-99.1

CTO REALTY GROWTH REPORTS FIRST QUARTER 2022 OPERATING RESULTS

? ? ? Press Release ? ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (407) 904-3324 [email protected] ? ? FOR IMMEDIATE RELEASE CTO REALTY GROWTH REPORTS FIRST QUARTER 2022 OPERATING RESULTS WINTER PARK, FL ? April 28, 2022 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?) today announced its operating results and earnings for the quar

April 28, 2022 EX-99.2

© CTO Realty Growth, Inc. | ctoreit.com Company Profile 2 (1) As of April 22, 2022 for income property assets. (2) Based on $63.65 per share common stock price as of April 22, 2022.  $39M INVESTMENT IN ALPINE INCOME PROPERTY TRUST $4.95 – $5.20 AFFO

Exhibit 99.2 Investor Presentation April 2022 REALTY GROWTH ? CTO Realty Growth, Inc. | ctoreit.com Company Profile 2 (1) As of April 22, 2022 for income property assets. (2) Based on $63.65 per share common stock price as of April 22, 2022. ? $39M INVESTMENT IN ALPINE INCOME PROPERTY TRUST $4.95 ? $5.20 AFFO PER SHARE GUIDANCE RANGE 21 2.8M 7.7% PROPERTIES SQUARE FEET IMPLIED CAP RATE (1) 93% LEA

April 28, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 28, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission

April 28, 2022 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com 1. First Quarter 2021 Earnings Release 3 2. Key Financial Information ▪ Consolidated Balance Sheets 11 ▪ Consolidated Statements of Operations 12 ▪ Non - GAAP Financial Measures 13 3. Capitalization & Dividends

Exhibit 99.3 ? CTO Realty Growth, Inc. | ctoreit.com REALTY GROWTH Supplemental Reporting Information Q1 2022 ? CTO Realty Growth, Inc. | ctoreit.com 1. First Quarter 2021 Earnings Release 3 2. Key Financial Information ? Consolidated Balance Sheets 11 ? Consolidated Statements of Operations 12 ? Non - GAAP Financial Measures 13 3. Capitalization & Dividends 16 4. Summary of Debt 17 5. Investments

March 25, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 21, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number

February 25, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 24, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Num

February 25, 2022 EX-99.3

© CTO Realty Growth, Inc. | ctoreit.com Q4 2021 REALTY GROWTH Supplemental Reporting Information © CTO Realty Growth, Inc. | ctoreit.com 1. Fourth Quarter and Year - End 2021 Earnings Release 3 2. Key Financial Information ▪ Consolidated Balance Shee

EX-99.3 4 cto-20220224xex99d3.htm EX-99.3 Exhibit 99.3 © CTO Realty Growth, Inc. | ctoreit.com Q4 2021 REALTY GROWTH Supplemental Reporting Information © CTO Realty Growth, Inc. | ctoreit.com 1. Fourth Quarter and Year - End 2021 Earnings Release 3 2. Key Financial Information ▪ Consolidated Balance Sheets 13 ▪ Consolidated Statements of Operations 14 ▪ Non - GAAP Financial Measures 15 3. Capitali

February 25, 2022 EX-99.2

Investor Presentation REALTY GROWTH © CTO Realty Growth, Inc. | ctoreit.com Company Profile 2 (1) As of February 21, 2022. (2) Based on $58.50 per share common stock price as of February 23, 2022.  $41M INVESTMENT IN ALPINE INCOME PROPERTY TRUST $4.

Exhibit 99.2 Investor Presentation REALTY GROWTH ? CTO Realty Growth, Inc. | ctoreit.com Company Profile 2 (1) As of February 21, 2022. (2) Based on $58.50 per share common stock price as of February 23, 2022. ? $41M INVESTMENT IN ALPINE INCOME PROPERTY TRUST $4.90 ? $5.15 AFFO PER SHARE GUIDANCE RANGE 22 2.7M 7.6% PROPERTIES SQUARE FEET IMPLIED CAP RATE (1) 93% LEASED OCCUPANCY Q1 2022 ANNUALIZED

February 25, 2022 EX-99.1

CTO REALTY GROWTH REPORTS FOURTH QUARTER AND FULL YEAR 2021 OPERATING RESULTS

? ? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (407) 904-3324 [email protected] ? FOR IMMEDIATE RELEASE CTO REALTY GROWTH REPORTS FOURTH QUARTER AND FULL YEAR 2021 OPERATING RESULTS WINTER PARK, FL ? February 24, 2022 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?) today announced its operating results and earning

February 24, 2022 EX-4.6

Description of the Registrant’s Securities, filed as Exhibit 4.6 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, and incorporated herein by reference.

EX-4.6 2 cto-20211231xex4d6.htm EX-4.6 Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a summary of the material terms of our securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and provisions of our charter and bylaws. The summary is subject

February 24, 2022 EX-21.1

Subsidiaries of the Registrant.

Exhibit 21.1 ? Subsidiaries of the Registrant: CTO Realty Growth, Inc. as of December 31, 2021: ? ? ? ? ? ? ? ? ? ? Organized Under Laws of ? Percentage of Voting Securities Owned by Immediate Parent ? Alpine Income Property Manager, LLC ? Delaware ? 100.0 (3)? Bluebird Arrowhead Phoenix LLC ? Delaware ? 100.0 (6)? Bluebird Germantown MD LLC ? Delaware ? 100.0 (6)? Bluebird Renton WA LLC ? Delawar

February 24, 2022 EX-10.19

Seventh Amendment to Second Amended and Restated Credit Agreement and Joinder Dated November 5, 2021 filed as Exhibit 10.19 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, and incorporated herein by reference.

Exhibit 10.19 Execution Version ? ? ? Seventh Amendment to Second Amended and Restated Credit Agreement and Joinder This Seventh Amendment to Second Amended and Restated Credit Agreement and Joinder (herein, this ?Amendment?) is entered into as of November 5, 2021, among CTO Realty Growth, Inc., a Maryland corporation, and together with its successors and assigns (the ?Borrower?), the Guarantors p

February 24, 2022 EX-10.28

Fourth Amendment to the Contract for Sale and Purchase, dated December 1, 2021, by and between Crisp39 – 3 LLC, Crisp39 – 4 LLC, Crisp39 – 6 LLC, Crisp39 – 7 LLC, Crisp39 – 8 LLC, LHC14 Old Deland LLC, and Timberline Acquisition Partners, LLC filed as Exhibit 10.28 with this Annual Report on Form 10-K for the year ended December 31, 2021.

Exhibit 10.28 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. ? ? FOURTH AMENDMENT TO CONTRACT FOR SALE AND PURCHASE ? ? This FOURTH AMENDMENT FOR SALE AND PURCHASE (this ?Fourth Amendment?) dated effective December 1, 2021, is made b

February 24, 2022 EX-10.8

Form of February 17, 2022 Performance Share Award Agreement, filed as Exhibit 10.8 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, and incorporated herein by reference

Exhibit 10.8 CTO REALTY GROWTH, INC. PERFORMANCE SHARE AWARD AGREEMENT This Performance Share Award Agreement (this ?Agreement?) is made as of the 17th day of February, 2022 (the ?Grant Date?), by and between CTO REALTY GROWTH, INC., a Maryland corporation (the ?Company?), and ?? (?Grantee?). Background The Company has adopted the Third Amended and Restated CTO Realty Growth, Inc. 2010 Equity Ince

February 24, 2022 EX-10.27

Third Amendment to the Contract for Sale and Purchase, dated November 1, 2021, by and between Crisp39 – 3 LLC, Crisp39 – 4 LLC, Crisp39 – 6 LLC, Crisp39 – 7 LLC, Crisp39 – 8 LLC, LHC14 Old Deland LLC, and Timberline Acquisition Partners, LLC filed as Exhibit 10.27 with this Annual Report on Form 10-K for the year ended December 31, 2021.

Exhibit 10.27 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. ? ? THIRD AMENDMENT TO CONTRACT FOR SALE AND PURCHASE ? ? This THIRD AMENDMENT FOR SALE AND PURCHASE (this ?Third Amendment?) dated effective November 1, 2021, is made by a

February 24, 2022 EX-10.24

Contract for Sale and Purchase, by and between Crisp39 – 4 LLC, LHC14 Old DeLand LLC, and TLO 12 SunGate, LLC for the sale of 856 acres filed as Exhibit 10.24 with this Annual Report on Form 10-K for the year ended December 31, 2021.

Exhibit 10.24 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. ? CONTRACT FOR SALE AND PURCHASE ? THIS CONTRACT FOR SALE AND PURCHASE (hereinafter, the ?Contract?) is entered into by and between CRISP39 ? 4 LLC, a Florida limited liabi

February 24, 2022 10-K

UNITED STATES

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ? ? ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the fiscal year ended December 31, 2021 ? ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ? For the transition period from to ? Commission File Number 001-11350 ? ? CTO REALTY GROWTH, INC.

February 17, 2022 EX-1

JOINT FILING AGREEMENT

EX-1 2 ex-1.htm EXHIBIT I JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto, the “Schedule 13G”) relating to the common stock, $1.00 par value per share, of CTO Realty

February 17, 2022 SC 13G/A

CTO / Consolidated-Tomoka Land Co. / DYNASTY INVEST LTD. Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CTO Realty Growth, Inc. (Name of Issuer) Common Stock, par value $1.00 per share (Title of Class of Securities) 22948P103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropr

January 19, 2022 EX-99.1

CTO REALTY GROWTH APPOINTS CHRIS DREW TO ITS BOARD OF DIRECTORS

? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] ? FOR IMMEDIATE RELEASE ? CTO REALTY GROWTH APPOINTS CHRIS DREW TO ITS BOARD OF DIRECTORS WINTER PARK, FL ? January 18, 2022 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?) today announced the appointment of Christopher J. Drew to its Bo

January 19, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Numb

December 16, 2021 CORRESP

* * * * *

CORRESP 1 filename1.htm December 16, 2021 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Attn:Isaac Esquivel, Staff Accountant Shannon Menjivar, Accounting Branch Chief Office of Real Estate & Construction Re:CTO Realty Growth, Inc. Form 10-K for the fiscal year ended December 31, 2020 Filed March 5, 2021 Fi

December 13, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): December 10, 2021 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Num

December 13, 2021 EX-99.1

CTO REALTY GROWTH COMPLETES SALE OF THE REMAINING DAYTONA BEACH LAND WITHIN ITS LAND JOINT VENTURE

Exhibit 99.1 ? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] ? FOR IMMEDIATE RELEASE ? CTO REALTY GROWTH COMPLETES SALE OF THE REMAINING DAYTONA BEACH LAND WITHIN ITS LAND JOINT VENTURE DAYTONA BEACH, FL ? December 10, 2021 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?) today announc

December 3, 2021 EX-99.2

Report of Independent Certified Public Accountants

EX-99.2 3 cto-20211202xex99d2.htm EX-99.2 Exhibit 99.2 Report of Independent Certified Public Accountants Board of Directors and Stockholders CTO Realty Growth, Inc. We have audited the accompanying Historical Summary of Revenues and Direct Costs of Revenues of Beaver Creek Crossings (the “Property”) for the year ended December 31, 2020, and the related notes (the “Historical Summary”). Management

December 3, 2021 EX-99.1

CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

EX-99.1 2 cto-20211202xex99d1.htm EX-99.1 Exhibit 99.1 CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On June 23, 2021, CTO Realty Growth, Inc. (the “Company” or “CTO”) completed the acquisition of a mixed-use center in the Dallas-Fort Worth, Texas Metropolitan Area ( “The Shops at Legacy”) from an affiliate of an investment management company (the “Shops at Legacy S

December 3, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): December 2, 2021 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Numb

December 3, 2021 EX-99.3

CTO REALTY GROWTH ANNOUNCES ACQUISITION OF BEAVER CREEK CROSSINGS IN RALEIGH, NORTH CAROLINA FOR $70.5 MILLION

Exhibit 99.3 ? ? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] ? FOR IMMEDIATE RELEASE ? CTO REALTY GROWTH ANNOUNCES ACQUISITION OF BEAVER CREEK CROSSINGS IN RALEIGH, NORTH CAROLINA FOR $70.5 MILLION DAYTONA BEACH, FL ? December 2, 2021 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?)

November 8, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 5, 2021 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Numb

November 8, 2021 EX-99.1

CTO REALTY GROWTH ANNOUNCES NEW $100 MILLION TERM LOAN

? ? ? Press Release ? Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] ? ? ? ? ? ? FOR IMMEDIATE RELEASE ? CTO REALTY GROWTH ANNOUNCES NEW $100 MILLION TERM LOAN ? DAYTONA BEACH, FL ? November 8, 2021 ? CTO Realty Growth, Inc. (NYSE: CTO) (the ?Company? or ?CTO?) today announced that it has successfully amended its unse

October 29, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 28, 2021 EX-10.1

First Amendment to the Contract for Sale and Purchase, dated July 30, 2021, by and between Crisp39 – 3 LLC, Crisp39 – 4 LLC, Crisp39 – 6 LLC, Crisp39 – 7 LLC, Crisp39 – 8 LLC, Timberline Acquisition Partners, LLC, and LHC14 Old Deland LLC, filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed October 28, 2021, and incorporated herein by reference.

Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. ? FIRST AMENDMENT TO CONTRACT FOR SALE AND PURCHASE This FIRST AMENDMENT TO CONTRACT FOR SALE AND PURCHASE (?First Amendment?) is entered into effective as of July 30, 2021

October 28, 2021 EX-99.3

Supplemental Disclosure Quarter Ended September 30, 2021 Table of Contents 1. Third Quarter 2021 Earnings Release ………........................……………… 4 2. Key Financial Information ▪ Consolidated Balance Sheets ……….……………...........................… 13

Exhibit 99.3 Supplemental Disclosure Quarter Ended September 30, 2021 Table of Contents 1. Third Quarter 2021 Earnings Release ………........................……………… 4 2. Key Financial Information ▪ Consolidated Balance Sheets ……….……………...........................… 13 ▪ Consolidated Statements of Operations .…………………………...… 14 ▪ Non-GAAP Financial Measures .……………………..................…... 15 3. Summary of

October 28, 2021 EX-99.1

CTO REALTY GROWTH REPORTS THIRD QUARTER 2021 OPERATING RESULTS

EX-99.1 2 cto-20211028xex99d1.htm EX-99.1 Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] FOR IMMEDIATE RELEASE CTO REALTY GROWTH REPORTS THIRD QUARTER 2021 OPERATING RESULTS DAYTONA BEACH, FL – October 28, 2021 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating r

October 28, 2021 EX-99.2

Investor Presentation October 2021 REALTY GROWTH NYSE: CTO © CTO Realty Growth, Inc. | ctoreit.com Company Profile 2 As of September 30, 2021, or as otherwise noted; any differences a result of rounding. (1) Based on monthly Contractual Base Rent (“C

EX-99.2 3 cto-20211028xex99d2.htm EX-99.2 Exhibit 99.2 Investor Presentation October 2021 REALTY GROWTH NYSE: CTO © CTO Realty Growth, Inc. | ctoreit.com Company Profile 2 As of September 30, 2021, or as otherwise noted; any differences a result of rounding. (1) Based on monthly Contractual Base Rent (“CBR”), which represents the amount owed to the Company under the terms of its lease agreements i

October 28, 2021 EX-10.4

Third Amended and Restated CTO Realty Growth, Inc., 2010 Equity Incentive Plan, filed as Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and incorporated herein by reference.

Exhibit 10.4 CTO REALTY GROWTH, INC. THIRD AMENDED AND RESTATED 2010 EQUITY INCENTIVE PLAN ? ? 1. Purpose. The purposes of the Third Amended and Restated CTO Realty Growth, Inc., 2010 Equity Incentive Plan (as amended from time to time, the ?Plan?) are to (i) align Employees? and Nonemployee Directors? long-term financial interests with those of the Company?s stockholders; (ii) attract and retain

October 28, 2021 EX-10.2

Second Amendment to the Contract for Sale and Purchase, dated September 10, 2021, by and between Crisp39 – 3 LLC, Crisp39 – 4 LLC, Crisp39 – 6 LLC, Crisp39 – 7 LLC, Crisp39 – 8 LLC, LHC14 Old Deland LLC, and Timberline Acquisition Partners, LLC filed as Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, and incorporated herein by reference.

EX-10.2 3 cto-20210930xex10d2.htm EX-10.2 Exhibit 10.2 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. SECOND AMENDMENT TO CONTRACT FOR SALE AND PURCHASE This SECOND AMENDMENT FOR SALE AND PURCHASE (this “Second Amendment”) dated effe

October 28, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

October 28, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 28, 2021 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Numb

October 22, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 18, 2021 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Numb

October 22, 2021 EX-2.1

Purchase and Sale Agreement, made as of October 18 2021, filed as Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed October 22, 2021, and incorporated herein by reference.

EX-2.1 2 cto-20211018xex2d1.htm EX-2.1 EXHIBIT 2.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. REAL ESTATE PURCHASE AND SALE AGREEMENT BETWEEN [****] AND CTO REALTY GROWTH, INC. CONCERNING PROPERTY COMMONLY KNOWN AS [****] EAST\18

July 29, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

July 29, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 29, 2021 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ? ? ? ? ? ? Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission

July 29, 2021 EX-99.1

CTO REALTY GROWTH REPORTS SECOND QUARTER 2021 OPERATING RESULTS

EX-99.1 2 cto-20210729xex99d1.htm EX-99.1 Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] FOR IMMEDIATE RELEASE CTO REALTY GROWTH REPORTS SECOND QUARTER 2021 OPERATING RESULTS DAYTONA BEACH, FL – July 29, 2021 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) today announced its operating res

July 29, 2021 EX-99.3

Supplemental Disclosure Quarter Ended June 30, 2021 Table of Contents 1. Second Quarter 2021 Earnings Release ………........................……………… 4 2. Key Financial Information ▪ Consolidated Balance Sheets ……….……………...........................… 13 ▪ Co

EX-99.3 4 cto-20210729xex99d3.htm EX-99.3 Exhibit 99.3 Supplemental Disclosure Quarter Ended June 30, 2021 Table of Contents 1. Second Quarter 2021 Earnings Release ………........................……………… 4 2. Key Financial Information ▪ Consolidated Balance Sheets ……….……………...........................… 13 ▪ Consolidated Statements of Operations .…………………………...… 14 ▪ Non-GAAP Financial Measures .…………………….

July 29, 2021 EX-10.1

Contract for Sale and Purchase, by and between Crisp39 – 3 LLC, Crisp39 – 4 LLC, Crisp39 – 6 LLC, Crisp39 – 7 LLC, Crisp39 – 8 LLC and Timberline Acquisition Partners, LLC for the sale of 1,589 acres filed as Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q filed July 29, 2021, and incorporated herein by reference.

EX-10.1 2 cto-20210630xex10d1.htm EX-10.1 Exhibit 10.1 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [****]. CONTRACT FOR SALE AND PURCHASE THIS CONTRACT FOR SALE AND PURCHASE (hereinafter, the “Contract”) is entered into by and between CRI

July 29, 2021 EX-99.2

Investor Presentation July 2021 REALTY GROWTH NYSE: CTO © CTO Realty Growth, Inc. | ctoreit.com Company Profile 2 As of July 23, 2021 or as otherwise noted; any differences a result of rounding. (1) Based on monthly Contractual Base Rent (“CBR”), whi

EX-99.2 3 cto-20210729xex99d2.htm EX-99.2 Exhibit 99.2 Investor Presentation July 2021 REALTY GROWTH NYSE: CTO © CTO Realty Growth, Inc. | ctoreit.com Company Profile 2 As of July 23, 2021 or as otherwise noted; any differences a result of rounding. (1) Based on monthly Contractual Base Rent (“CBR”), which represents the amount owed to the Company under the terms of its lease agreements in each re

July 1, 2021 EX-1.1

Underwriting Agreement, dated as of June 28, 2021, between the Company and Wells Fargo Securities, LLC, as representative of the underwriters named in Schedule A thereto.

EX-1.1 2 d165160dex11.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION CTO Realty Growth, Inc. (a Maryland corporation) 3,000,000 Shares of 6.375% Series A Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT Dated: June 28, 2021 CTO Realty Growth, Inc. (a Maryland corporation) 3,000,000 Shares of 6.375% Series A Cumulative Redeemable Preferred Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEM

July 1, 2021 EX-3.2

Articles Supplementary, designating CTO Realty Growth, Inc.’s 6.375% Series A Cumulative Redeemable Preferred Stock, filed as Exhibit 3.2 to the registrant's Registration Statement on Form 8-A filed July 1, 2021 (File No. 001-11350), and incorporated herein by reference.

EX-3.2 2 d124719dex32.htm EX-3.2 Exhibit 3.2 CTO REALTY GROWTH, INC. ARTICLES SUPPLEMENTARY 6.375% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK CTO REALTY GROWTH, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that: FIRST: Under a power contained in Article VI of the Articles of Amendment and R

July 1, 2021 8-A12B

the description of our Series A Preferred Stock contained in our registration statement on Form 8-A (File No. 001-11350) filed with the SEC on July 1, 2021, including any amendment or report filed for the purpose of updating such description.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CTO REALTY GROWTH, INC. (Exact name of registrant as specified in its charter) Maryland 59-0483700 (State of incorporation or organization) (IRS Employer Identification No.) 1140 N. Williamson Bl

July 1, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 28, 2021 CTO REALTY GROWTH, INC.

June 29, 2021 424B5

3,000,000 Shares CTO Realty Growth, Inc. 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share)

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254970 PROSPECTUS SUPPLEMENT (To Prospectus dated April 19, 2021) 3,000,000 Shares CTO Realty Growth, Inc. 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) We are offering 3,000,000 shares of our 6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the

June 28, 2021 424B5

SUBJECT TO COMPLETION, DATED JUNE 28, 2021 PRELIMINARY PROSPECTUS SUPPLEMENT

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-254970 This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to b

June 28, 2021 FWP

PRICING TERM SHEET 6.375% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per Share) June 28, 2021 Issuer: CTO Realty Growth, Inc., a Maryland corporation Security: 6.375% Series A Cumulative Redeemable Preferred Stock N

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Supplement dated June 28, 2021 to Prospectus dated April 19, 2021 Registration No.

June 25, 2021 EX-99.3

CTO REALTY GROWTH ANNOUNCES CONTRACT TO SELL THE REMAINING DAYTONA BEACH LAND WITHIN ITS LAND JOINT VENTURE

EX-99.3 4 cto-20210623xex99d3.htm EX-99.3 Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] FOR IMMEDIATE RELEASE CTO REALTY GROWTH ANNOUNCES CONTRACT TO SELL THE REMAINING DAYTONA BEACH LAND WITHIN ITS LAND JOINT VENTURE DAYTONA BEACH, FL – June 24, 2021 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company”

June 25, 2021 EX-99.4

CTO REALTY GROWTH ANNOUNCES THE ACQUISITION OF THE SHOPS AT LEGACY IN THE PLANO SUBMARKET OF DALLAS, TEXAS FOR $72.5 MILLION

EX-99.4 5 cto-20210623xex99d4.htm EX-99.4 Press Release Contact:Matthew M. Partridge Senior Vice President, Chief Financial Officer and Treasurer (386) 944-5643 [email protected] FOR IMMEDIATE RELEASE CTO REALTY GROWTH ANNOUNCES THE ACQUISITION OF THE SHOPS AT LEGACY IN THE PLANO SUBMARKET OF DALLAS, TEXAS FOR $72.5 MILLION DAYTONA BEACH, FL – June 24, 2021 – CTO Realty Growth, Inc. (NYSE: CT

June 25, 2021 EX-99.2

Report of Independent Certified Public Accountants

EX-99.2 3 cto-20210623xex99d2.htm EX-99.2 Exhibit 99.2 Report of Independent Certified Public Accountants Board of Directors and Stockholders CTO Realty Growth, Inc. We have audited the accompanying Historical Summary of Revenues and Direct Costs of Revenues of the Shops at Legacy (the “Property”) for the year ended December 31, 2020, and the related notes (the “Historical Summary”). Management’s

June 25, 2021 EX-99.1

CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

EX-99.1 2 cto-20210623xex99d1.htm EX-99.1 Exhibit 99.1 CTO REALTY GROWTH, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On June 23, 2021, CTO Realty Growth, Inc. (the “Company” or “CTO”) completed the acquisition of a mixed-use center in the Dallas-Fort Worth, Texas Metropolitan Area (the “Property” or “The Shops at Legacy”) from an affiliate of an investment management company (the “

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