of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

Entry into a Material Definitive Agreement. Pursuant to the terms of the management agreement among Alpine Income Property Trust, Inc. (“PINE”), Alpine Income Property OP, LP and Alpine Income Property Manager, LLC (the “Manager”), a wholly-owned subsidiary of CTO Realty Growth, Inc., dated November 26, 2019 and amended on July 18, 2024 (the “Management Agreement”), the Manager manages, operates, and administers PINE’s day-to-day operations, business and affairs. PINE pays the Manager a base…

of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

Entry into a Material Definitive Agreement. As previously disclosed by CTO Realty Growth, Inc., a Maryland corporation (the ”Company”), in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2024, the Company and certain subsidiaries of the Company entered into a Credit Agreement, as amended by the First Amendment to Credit Agreement and Joinder, dated as of December 20, 2024 (as so amended, the “Existing Credit Agreement”) for a…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. ​ The information provided in

Regulation FD Disclosure. On September 24, 2025, CTO Realty Growth, Inc. (the “Company”) issued a press release (the “press release”) announcing that the Company’s board of directors has approved a new share repurchase program (the “Program”) pursuant to which the Company is authorized to repurchase up to $10 million of the Company’s common stock. The Program authorizes the repurchase of common stock in open market transactions, including through block purchases, through privately negotiated…

of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

Unregistered Sales of Equity Securities. On April 3, 2025, CTO Realty Growth, Inc. (the “Company”) completed separate, privately-negotiated transactions with holders of $35,208,000 in aggregate principal amount of the Company's 3.875% Convertible Senior Notes due 2025 (the “Notes”) in which the holders exchanged their Notes with the Company for an aggregate of 1,089,555 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), and aggregate cash payments of $29,032…

of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

Other Events. New At-the-Market Offering Programs A. Common At-the-Market Offering Program On November 12, 2024, CTO Realty Growth, Inc. (the “Company”) entered into a separate equity distribution agreement with Janney Montgomery Scott LLC (“Janney”) (the “Non-Forward Equity Distribution Agreement”), and with A.G.P./Alliance Global Partners (“AGP”), BMO Capital Markets Corp. (“BMO”), B. Riley Securities, Inc. (“B. Riley”), Robert W. Baird & Co., Incorporated (“Baird”), Jefferies LLC (“Jefferi…

of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

Entry into a Material Definitive Agreement. On September 30, 2024, CTO Realty Growth, Inc., a Maryland corporation (the ”Company”), and certain subsidiaries of the Company entered into a credit agreement (the “Credit Agreement”) for a term loan facility (the “Facility”) in an aggregate principal amount of $100 million with a maturity of five years. KeyBank National Association is acting as administrative agent under the Facility. KeyBank National Association, PNC Bank, National Association, R…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. ​ The information provided in

Other Events. At-the-Market Offering Program On August 23, 2024, CTO Realty Growth, Inc. (the “Company”) entered into separate equity distribution agreements (collectively, the “Equity Distribution Agreements”) with each of BMO Capital Markets Corp., B. Riley Securities, Inc., Robert W. Baird & Co. Incorporated, Janney Montgomery Scott LLC, Jefferies LLC, JonesTrading Institutional Services LLC, Raymond James & Associates, Inc. and Truist Securities, Inc. (each, a “sales agent” and, collectiv…

Completion of Acquisition or Disposition of Assets. On August 20, 2024, CTO Realty Growth, Inc. (the “Company”) completed the acquisition of a three-property portfolio with properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida (the “Three Property Portfolio”) from a certain institutional owner (the “Seller”) for a purchase price of $137.5 million. There is no material relationship between the Company or any director or officer of the Company, or any associate o…

Other Events. The Three Property Portfolio consists of three properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida, with an aggregate gross leasable area of approximately 0.9 million square feet which are approximately 94.2% leased, with a weighted average remaining lease term of 6.2 years as of August 8, 2024. The Company may fund the acquisition of the Three Property Portfolio using (a) available cash, (b) proceeds from the Company’s revolving credit facility…

Entry into a Material Definitive Agreement. On August 2, 2024 , CTO Realty Growth, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “PSA”) with a certain institutional owner (the “Seller”) for the purchase of a three-property portfolio with properties located in Charlotte, North Carolina, Orlando, Florida, and Tampa, Florida (the “Three Property Portfolio”). The terms of the PSA provide that the total purchase price for the Three Property Portfolio will be $137.5 million,…

of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

Entry into a Material Definitive Agreement On July 18, 2024, Alpine Income Property Manager, LLC (the “Manager”), a wholly owned subsidiary of CTO Realty Growth, Inc., entered into an amendment (the “Amendment”) to the Management Agreement dated as of November 26, 2019, by and among the Manager, Alpine Income Property Trust, Inc., and Alpine Income Property OP, LP (the “Management Agreement”). The Amendment extended the expiration date of the initial term of the Management Agreement from Nove…

Chief Financial Officer — Philip R. Mays: Philip R. Mays was appointed as the new Chief Financial Officer of CTO Realty Growth, Inc.

of this Current Report, including Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, u…

Other Events. On April 4, 2024, CTO Realty Growth, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc., as representative of the underwriters named in Schedule A thereto (collectively, the “Underwriters”) to issue and sell (the “Offering”) 1,500,000 shares of the Company’s 6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share (the “Series A…