| PROSPECTUS SUPPLEMENT |
Filed Pursuant to Rule 424(b)(5) |
| (To Prospectus dated November 12, 2024) |
Registration Statement No. 333-282678 |
Up to $250,000,000
CTO Realty Growth, Inc.
Common Stock
This prospectus
supplement is being filed to update, amend and supplement certain information in the prospectus supplement dated and filed with the Securities
and Exchange Commission (the “SEC”) on November 12, 2024 (the “First Prospectus Supplement”), the base prospectus
dated November 12, 2024 (the “Prospectus”), and the prospectus supplement dated and filed with the SEC on April 29,
2026 (the “Second Supplement,” and, together with the First Prospectus Supplement, the “Original Prospectus Supplement”),
relating to the offer and sale of shares of our common stock, par value $0.01 per share (the “Common Stock”), having an aggregate
offering price of up to $250,000,000 from time to time, pursuant to separate equity distribution agreements, each dated November 12, 2024,
as amended April 29, 2026, we entered into with each of A.G.P./Alliance Global Partners (“AGP”), B. Riley Securities, Inc.
(“B. Riley”), Robert W. Baird & Co. Incorporated (“Baird”), Jefferies LLC (“Jefferies”), JonesTrading
Institutional Services LLC (“Jones”), 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”), and separate equity distribution agreements,
each dated April 29, 2026, we entered into with each of Cantor Fitzgerald & Co. (“Cantor”) and Huntington Securities,
Inc. (“Huntington”). This prospectus supplement is only intended to update, amend and supplement certain information in the
Original Prospectus Supplement to the extent set forth in the following paragraph. You should read this prospectus supplement together
with the Original Prospectus Supplement and the Prospectus.
On October 28, 2026, we entered into (i) a separate equity distribution
agreement with BofA Securities, Inc. (“BofA”) and (ii) separate amendments to each existing equity distribution agreement
with each of AGP, B. Riley, Baird, Cantor, Huntington, Jefferies, Jones, KeyBanc, Lucid, Raymond James, Regions, Truist and Wells Fargo.
Pursuant to the equity distribution agreement, BofA, or its affiliate, shall become a sales agent, forward seller and forward purchaser.
Accordingly, any reference to “sales agent” or “sales agents” in the Original Prospectus Supplement shall hereafter
be deemed to include BofA, any reference to “forward seller” or “forward sellers” in the Original Prospectus Supplement
shall hereafter be deemed to include BofA, and any reference to “forward purchaser” or “forward purchasers” in
the Original Prospectus Supplement shall hereafter be deemed to include BofA, or its affiliate. Through the date of this prospectus supplement,
Common Stock with an aggregate offering price of $160.5 million has been offered and sold under the equity distribution agreements. Due
to these prior sales, as of the date of this prospectus supplement, shares of Common Stock with an aggregate offering price of up to $89.5
million remain available for offer and sale pursuant to the equity distribution agreements.
Investing
in shares of our Common Stock involves risks. See “Risk Factors” beginning on page S-5 of the First Prospectus
Supplement and the risks set forth under the caption “Item 1A. Risk Factors” in our most recent Annual Report on Form 10-K
and in our subsequent Quarterly Reports on Form 10-Q, as well as additional risks that may be described in future reports or information
that we file with the Securities and Exchange Commission, which are incorporated by reference in this prospectus supplement, the Original
Prospectus Supplement and the Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement, the Original Prospectus Supplement or the Prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
| A.G.P. |
B. Riley Securities |
Baird |
BofA Securities |
| Cantor |
Huntington Capital Markets |
Jefferies |
Jones |
| KeyBanc Capital Markets |
Lucid Capital Markets |
Raymond James |
Regions Securities LLC |
| Truist Securities |
Wells Fargo Securities |
|
|
The date of this prospectus supplement
is October 28, 2026.