CTO Realty Growth Files 8-K with Corporate Updates
Ticker: CTO-PA · Form: 8-K · Filed: Aug 23, 2024 · CIK: 23795
Sentiment: neutral
Topics: corporate-structure, preferred-stock, filing-update
TL;DR
CTO Realty Growth filed an 8-K on Aug 23, 2024, detailing stock and preferred stock info.
AI Summary
CTO Realty Growth, Inc. filed an 8-K on August 23, 2024, reporting other events and financial statements. The filing details the company's corporate structure, including its common stock and Series C 6.375% Cumulative Redeemable Preferred Stock.
Why It Matters
This filing provides essential updates on CTO Realty Growth's corporate structure and financial instruments, which are important for investors to understand the company's capital and share classes.
Risk Assessment
Risk Level: low — This filing is primarily administrative and corporate in nature, with no immediate financial risks or significant operational changes indicated.
Key Numbers
- 0.01 — Par Value Per Share (Applies to both Common Stock and Series C Preferred Stock)
- 6.375% — Series C Preferred Stock Dividend Rate (Indicates the fixed dividend rate for this preferred stock class)
Key Players & Entities
- CTO Realty Growth, Inc. (company) — Registrant
- August 23, 2024 (date) — Filing Date
- Maryland (jurisdiction) — State of Incorporation
- 6.375% (percentage) — Series C Preferred Stock Dividend Rate
FAQ
What is the primary purpose of this 8-K filing?
The primary purpose of this 8-K filing is to report 'Other Events' and 'Financial Statements and Exhibits' for CTO Realty Growth, Inc.
When was this 8-K filing submitted to the SEC?
This 8-K filing was submitted to the SEC on August 23, 2024.
What are the two main classes of stock mentioned in the filing?
The filing mentions CTO's Common Stock and its Series C 6.375% Cumulative Redeemable Preferred Stock.
What is the par value per share for CTO Realty Growth's common and preferred stock?
The par value per share for both CTO's Common Stock and its Series C Cumulative Redeemable Preferred Stock is $0.01.
In which state is CTO Realty Growth, Inc. incorporated?
CTO Realty Growth, Inc. is incorporated in Maryland.
Filing Stats: 822 words · 3 min read · ~3 pages · Grade level 9 · Accepted 2024-08-23 16:58:53
Key Financial Figures
- $0.01 — ge on which registered: Common Stock, $0.01 par value per share CTO NYSE 6.37
- $25.00 — share, with a liquidation preference of $25.00 per share, having an aggregate gross sa
- $24,500,000 — an aggregate gross sales price of up to $24,500,000 (the "Shares"). Sales of Shares, if an
Filing Documents
- tm2422375d2_8k.htm (8-K) — 30KB
- tm2422375d2_ex1-1.htm (EX-1.1) — 299KB
- tm2422375d2_ex5-1.htm (EX-5.1) — 25KB
- tm2422375d2_ex8-1.htm (EX-8.1) — 22KB
- tm2422375d2_ex5-1img001.jpg (GRAPHIC) — 4KB
- tm2422375d2_ex8-1img001.jpg (GRAPHIC) — 3KB
- tm2422375d2_ex8-1img002.jpg (GRAPHIC) — 1KB
- 0001104659-24-092488.txt ( ) — 681KB
- cto-20240823.xsd (EX-101.SCH) — 4KB
- cto-20240823_def.xml (EX-101.DEF) — 26KB
- cto-20240823_lab.xml (EX-101.LAB) — 36KB
- cto-20240823_pre.xml (EX-101.PRE) — 25KB
- tm2422375d2_8k_htm.xml (XML) — 6KB
01. Other Events
Item 8.01. 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, collectively, the "sales agents"), pursuant to which the Company may issue and sell from time to time 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, having an aggregate gross sales price of up to $24,500,000 (the "Shares"). Sales of Shares, if any, may be made in transactions that are deemed to be "at the market" offerings, as defined in Rule 415 under the Securities Act of 1933, as amended, including, without limitation, sales made by means of ordinary brokers' transactions on the New York Stock Exchange, to or through a market maker at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices based on prevailing market prices. Each sales agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of all Shares sold through it as sales agent under the applicable Equity Distribution Agreement. The Shares will be offered and sold pursuant to a prospectus supplement, dated August 23, 2024, and a base prospectus, dated October 26, 2022, relating to the Company's shelf registration statement on Form S-3 (File No. 333-267819). This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Shares in any state in which such offer, solicitation or sale would be unlawful prior
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 1.1 Form of Equity Distribution Agreement 5.1 Opinion of Venable LLP 8.1 Tax opinion of Vinson & Elkins L.L.P. as to certain U.S. federal income tax matters 23.1 Consent of Venable LLP (included in Exhibit 5.1) 23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CTO REALTY GROWTH, INC. By: /s/ John P. Albright Name: John P. Albright Title: President and Chief Executive Officer Date: August 23, 2024