CTO Realty Growth (NASDAQ: CTO) adds Cantor, Huntington to $250M ATM sales

Rhea-AI Filing Summary

CTO Realty Growth, Inc. updated its prospectus supplement for an at‑the‑market offering registering up to $250,000,000 of Common Stock. The supplement dated April 29, 2026 adds Cantor Fitzgerald & Co. and Huntington Securities as sales agents, forward sellers and forward purchasers under existing equity distribution agreements.

Through the date of the supplement, the company offered and sold Common Stock with an aggregate offering price of $57,340,024, leaving $192,659,976 available for future issuance under the agreements.

Insights

Capital Markets Specialist

Supplement adds two dealers to an existing $250M at‑the‑market program.

The filing updates the November 12, 2024 prospectus supplement to include Cantor Fitzgerald and Huntington as additional sales agents, forward sellers and forward purchasers under the equity distribution agreements. The change expands authorized broker capacity for ongoing ATM sales.

Cash‑flow treatment follows the prospectus mechanics; proceeds treatment is governed by the equity distribution agreements. Timing and uptake of additional sales are driven by market conditions and agent activity; subsequent prospectus supplements or sales notices will reflect executed transactions.

Corporate Securities Attorney

Registration mechanics updated; no new conditional authorizations disclosed.

The supplement amends distribution agreements and restates that up to $250,000,000 of Common Stock is registered for sale. It records prior sales of $57,340,024 and remaining capacity.

Qualifiers and distribution methods described in the original prospectus remain controlling; the supplement preserves existing limitations and procedures. Interested parties should consult subsequent filings for sale notices and exact plan‑of‑distribution details.

Key Figures

Registered offering size: $250,000,000 Aggregate prior sales: $57,340,024 Remaining capacity: $192,659,976 +1 more

4 metrics

Registered offering size $250,000,000 capacity registered in prospectus supplement

Aggregate prior sales $57,340,024 offered and sold through date of supplement

Remaining capacity $192,659,976 remaining available under equity distribution agreements as of April 29, 2026

Supplement date April 29, 2026 date of this prospectus supplement

Key Terms

equity distribution agreements, sales agent, forward seller / forward purchaser, prospectus supplement

4 terms

equity distribution agreements regulatory

"we entered into separate equity distribution agreements with each of"

sales agent market

"shall each become a sales agent, forward seller and forward purchaser"

A sales agent is an individual or firm authorized to sell a company’s products or services on its behalf, typically paid by commission or fees rather than a fixed salary. For investors, who a company uses to reach customers and how well those agents perform affects revenue growth and profit margins — like hiring local independent sellers to expand into new neighborhoods without building stores — so agent quality and cost matter to future cash flow and valuation.

forward seller / forward purchaser financial

"forward seller and forward purchaser under the equity distribution agreements"

prospectus supplement regulatory

"This prospectus supplement is being filed to update, amend and supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Offering Details

ATM/secondary (equity distribution agreements)

Offering

Offering Type ATM/secondary (equity distribution agreements)

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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 “Original Prospectus Supplement”) and the base prospectus dated November 12, 2024 (the “Prospectus”) 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, 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”). 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 Prospectus.

On April 29, 2026, we entered into (i) separate equity distribution agreements with each of Cantor Fitzgerald & Co. (“Cantor”) and Huntington Securities, Inc. (“Huntington”) and (ii) separate amendments to each existing equity distribution agreement with each of AGP, B. Riley, Baird, Jefferies, Jones, KeyBanc, Lucid, Raymond James, Regions, Truist and Wells Fargo. Pursuant to the equity distribution agreements, Cantor and Huntington shall each 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 Cantor and Huntington, any reference to “forward seller” or “forward sellers” in the Original Prospectus Supplement shall hereafter be deemed to include Cantor and Huntington, and any reference to “forward purchaser” or “forward purchasers” in the Original Prospectus Supplement shall hereafter be deemed to include Cantor and Huntington. Through the date of this prospectus supplement, Common Stock with an aggregate offering price of $57,340,024 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 $192,659,976 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 Original 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 accompanying 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 accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

A.G.P.	B. Riley Securities	Baird	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 April 29, 2026.

FAQ

What does CTO's April 29, 2026 prospectus supplement do?

It adds Cantor Fitzgerald and Huntington as sales agents and forward counterparties. The supplement updates equity distribution agreements under the existing prospectus and records prior ATM sales of $57,340,024, with remaining capacity of $192,659,976.

How large is the registered offering for CTO (CTO)?

The prospectus registers up to $250,000,000 of Common Stock. This is the aggregate offering price ceiling under the equity distribution agreements disclosed in the November 12, 2024 prospectus and updated April 29, 2026.

How much of CTO's ATM program has been sold so far?

CTO reports aggregate prior sales totaling $57,340,024 under the equity distribution agreements. The supplement states that $192,659,976 of the registered $250,000,000 remains available for future sales.

Will CTO receive proceeds from these sales?

Proceeds flow according to the equity distribution agreements for sales of newly issued Common Stock. The supplement updates participating agents but does not change the prospectus mechanics; specific sale notices will describe executed transactions and proceeds allocation.

Which broker‑dealers are now authorized to execute CTO ATM sales?

The updated list includes A.G.P., B. Riley, Baird, Cantor, Huntington, Jefferies, JonesTrading, KeyBanc, Lucid, Raymond James, Regions, Truist and Wells Fargo as sales agents under the agreements described in the supplement.