CTO Realty Growth (CTO) adds Cantor, Huntington to $25M preferred ATM

Rhea-AI Filing Summary

CTO Realty Growth is updating its prospectus supplement for an at‑the‑market style offering of up to $25,000,000 of 6.375% Series A Cumulative Redeemable Preferred Stock with a $25.00 liquidation preference per share and par value of $0.01 per share. The supplement adds Cantor Fitzgerald & Co. and Huntington Securities, Inc. as sales agents and amends existing equity distribution agreements with previously named agents.

As of this supplement, no Series A Preferred Stock has been sold under the agreements, leaving the full $25,000,000 available for issuance pursuant to the distribution agreements dated November 12, 2024 and amended on April 29, 2026. Risk factors and incorporated reports are referenced in the Original Prospectus Supplement.

Insights

Capital Markets Analyst

AT‑the‑market preferred offering updated with two new sales agents.

CTO Realty Growth supplements its November 2024 distribution program to include Cantor Fitzgerald and Huntington Securities as sales agents, and amends agreements with existing agents. The offering remains structured as periodic sales under separate equity distribution agreements.

Cash‑flow treatment: proceeds to issuer is implicit for a primary offering of preferred stock; the supplement states the full $25,000,000 aggregate offering price remains available. Investors should reference the cited risk disclosures for issuer and security‑specific risks.

Key Figures

Aggregate offering size: $25,000,000 Dividend rate: 6.375% Liquidation preference: $25.00 per share +2 more

5 metrics

Aggregate offering size $25,000,000 aggregate offering price available under equity distribution agreements

Dividend rate 6.375% Series A Cumulative Redeemable Preferred Stock dividend rate

Liquidation preference $25.00 per share liquidation preference for each Series A Preferred share

Par value $0.01 per share par value of Series A Preferred Stock

Agreement effective dates November 12, 2024; April 29, 2026 original equity distribution agreements and subsequent amendments/additions

Key Terms

equity distribution agreement, liquidation preference, cumulative redeemable preferred

3 terms

equity distribution agreement financial

"entered into with each of A.G.P./Alliance Global Partners and others"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

liquidation preference financial

"liquidation preference of $25.00 per share"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

cumulative redeemable preferred financial

"6.375% Series A Cumulative Redeemable Preferred Stock"

A cumulative redeemable preferred is a type of ownership share that pays a fixed dividend which, if skipped, accumulates and must be paid later before common shareholders get anything; the issuing company also has the right to buy back (redeem) the shares at a set price or after a set date. Investors care because it behaves like a steady-income investment with higher claim on a company's cash than common stock, but limited upside and the risk that the issuer can call the shares away, changing future income like a loan being repaid early.

PROSPECTUS SUPPLEMENT	Filed Pursuant to Rule 424(b)(5)
(To Prospectus dated November 12, 2024)	Registration Statement No. 333-282678

Up to $25,000,000

 

CTO Realty Growth, Inc.

6.375% Series A Cumulative Redeemable Preferred Stock

(Liquidation Preference $25.00 per share)

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 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 Preferred Stock”), having an aggregate offering price of up to $25,000,000 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”), Raymond James & Associates, Inc. (“Raymond James”) and Truist Securities, Inc. (“Truist”). 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, Raymond James and Truist. Pursuant to the equity distribution agreements, Cantor and Huntington shall each become a sales agent. Accordingly, any reference to “sales agent” or “sales agents” in the Original Prospectus Supplement shall hereafter be deemed to include Cantor and Huntington. As of the filing of this prospectus supplement, we have not sold any shares of our Series A Preferred Stock under the equity distribution agreements, leaving the full $25,000,000 available for offer and sale pursuant to the equity distribution agreements.

Investing in shares of our Series A Preferred Stock involves risks. See “Risk Factors” beginning on page S-10 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 SEC which are incorporated by reference in this prospectus supplement, the Original Prospectus Supplement and the accompanying Prospectus.

Neither the SEC 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	Raymond James
Truist Securities

The date of this prospectus supplement is April 29, 2026.

FAQ

What is CTO Realty Growth offering in this prospectus supplement?

CTO is offering up to $25,000,000 of 6.375% Series A Cumulative Redeemable Preferred Stock with a $25.00 liquidation preference. The supplement amends prior distribution agreements and adds two sales agents.

Have any Series A Preferred Stock shares been sold under the distribution agreements?

No shares have been sold under the agreements as of the date of this supplement, leaving the full $25,000,000 aggregate offering price available for issuance pursuant to the agreements.

Which firms were added or amended as sales agents in the April 29, 2026 supplement?

Cantor Fitzgerald & Co. and Huntington Securities, Inc. were added as sales agents, and the equity distribution agreements with AGP, B. Riley, Baird, Jefferies, Jones, Raymond James and Truist were amended on April 29, 2026.

What are the key economic terms of the Series A Preferred Stock?

The preferred stock pays a 6.375% dividend, has par value of $0.01 per share and a liquidation preference of $25.00 per share. Further terms are in the Original Prospectus Supplement.

Where can I find the risks associated with this offering?

Risk factors appear in the Original Prospectus Supplement beginning on page S-10 and in the company's Item 1A. Risk Factors in its most recent Form 10-K and subsequent Form 10-Q filings, which are incorporated by reference.