CTO Realty Growth Files 8-K

TL;DR

CTO Realty Growth filed an 8-K on Nov 12, 2024, detailing stock and preferred stock info.

AI Summary

CTO Realty Growth, Inc. filed an 8-K on November 12, 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 8-K filing provides an update on CTO Realty Growth's corporate structure and financial instruments, which is important for investors to understand the company's capital and share classes.

Risk Assessment

Risk Level: low — This filing is a routine corporate disclosure and does not appear to contain significant new risks.

Key Numbers

• 0.01 — Par Value Per Share (Applies to both common and preferred stock)

Key Players & Entities

• CTO Realty Growth, Inc. (company) — Registrant
• November 12, 2024 (date) — Filing Date
• 6.375% (dollar_amount) — Preferred Stock Dividend Rate

FAQ

Key Financial Figures

• $0.01 — ge on which registered: Common Stock, $0.01 par value per share CTO NYSE 6.37
• $250,000,000 — an aggregate gross sales price of up to $250,000,000 (the "Common Shares"). We refer to thes
• $150.0 million — ng an aggregate gross sales price up to $150.0 million (the "2022 ATM Program"), approximately
• $3.6 million — (the "2022 ATM Program"), approximately $3.6 million of which remained unsold at the time of
• $25.00 — share, with a liquidation preference of $25.00 per share (the "Series A Preferred Stoc
• $25,000,000 — an aggregate gross sales price of up to $25,000,000 (the "Preferred Shares"). Sales of the
• $24,500,000 — ng an aggregate gross sales price up to $24,500,000 (the "August 2024 ATM Program"), approx
• $24.1 million — ugust 2024 ATM Program"), approximately $24.1 million of which remained unsold at the time of

Filing Documents

• tm2427994d1_8k.htm (8-K) — 45KB
• tm2427994d1_ex1-1.htm (EX-1.1) — 287KB
• tm2427994d1_ex1-2.htm (EX-1.2) — 355KB
• tm2427994d1_ex1-3.htm (EX-1.3) — 214KB
• tm2427994d1_ex1-4.htm (EX-1.4) — 293KB
• tm2427994d1_ex5-1.htm (EX-5.1) — 27KB
• tm2427994d1_ex5-2.htm (EX-5.2) — 24KB
• tm2427994d1_ex8-1.htm (EX-8.1) — 21KB
• tm2427994d1_ex5-1img01.jpg (GRAPHIC) — 13KB
• tm2427994d1_ex5-2img01.jpg (GRAPHIC) — 15KB
• tm2427994d1_ex8-1img001.jpg (GRAPHIC) — 9KB
• tm2427994d1_ex8-1img002.jpg (GRAPHIC) — 4KB
• 0001104659-24-116520.txt ( ) — 1805KB
• cto-20241112.xsd (EX-101.SCH) — 4KB
• cto-20241112_def.xml (EX-101.DEF) — 26KB
• cto-20241112_lab.xml (EX-101.LAB) — 36KB
• cto-20241112_pre.xml (EX-101.PRE) — 25KB
• tm2427994d1_8k_htm.xml (XML) — 6KB

01. Other Events

Item 8.01. 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 ("Jefferies"), JonesTrading Institutional Services LLC ("JonesTrading"), KeyBanc Capital Markets Inc. ("KeyBanc"), Lucid Capital Markets, LLC ("Lucid"), Raymond James & Associates, Inc. ("Raymond James"), Regions Securities LLC ("Regions"), Truist Securities, Inc. ("Truist") and Wells Fargo Securities, LLC ("Wells Fargo") (collectively, the "Forward Equity Distribution Agreements" and, together with the Non-Forward Equity Distribution Agreement, the "Common Equity Distribution Agreements"), pursuant to which the Company may issue and sell from time to time shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), having an aggregate gross sales price of up to $250,000,000 (the "Common Shares"). We refer to these entities, when acting in their capacity as sales agents, individually as a "sales agent" and collectively as "sales agents." Sales of the Common 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. The Forward Equity Distribution Agreements provide that, in addition to the issuance and sale of the Common Shares by us through a sales

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 1.1 Form of Non-Forward Equity Distribution Agreement 1.2 Form of Forward Equity Distribution Agreement 1.3 Form of Master Forward Confirmation 1.4 Form of Preferred Equity Distribution Agreement 5.1 Opinion of Venable LLP (Common At-the-Market Offering Program) 5.2 Opinion of Venable LLP (Preferred At-the-Market Offering Program) 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 Venable LLP (included in Exhibit 5.2) 23.3 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/ Philip R. Mays Name: Philip R. Mays Title: Senior Vice President, Chief Financial Officer and Treasurer Date: November 12, 2024

View Full Filing

View this 8-K filing on SEC EDGAR