CTO unit halves fee on PINE 8.00% Series A preferred equity

Rhea-AI Filing Summary

CTO Realty Growth, Inc. disclosed that its wholly owned management subsidiary agreed to waive a portion of the base management fee tied to Alpine Income Property Trust’s new preferred equity, subject to the completion of the offering. For the net cash proceeds from PINE’s 8.00% Series A Cumulative Redeemable Preferred Stock that priced on November 5, 2025, the fee rate on this Incremental Equity Base will be 0.75% per annum (0.1875% per quarter), reduced from 1.50% per annum (0.375% per quarter) under the existing management agreement.

The waiver applies only to the incremental equity arising from the preferred issuance; all other management fee terms remain as provided in the agreement. CTO filed the waiver letter as an exhibit, documenting the change linked to PINE’s preferred offering.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2025

CTO Realty Growth, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-11350	59-0483700
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	369 N. New York Ave., Suite 201 Winter Park, Florida (Address of principal executive offices)	32789 (Zip Code)

Registrant’s telephone number, including area code: (407) 904-3324

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, $0.01 par value per share		CTO		NYSE
6.375% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share		CTO-PA		NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 1.01. Entry into a Material Definitive Agreement.

Pursuant to the terms of the management agreement among Alpine Income Property Trust, Inc. (“PINE”), Alpine Income Property OP, LP and Alpine Income Property Manager, LLC (the “Manager”), a wholly-owned subsidiary of CTO Realty Growth, Inc., dated November 26, 2019 and amended on July 18, 2024 (the “Management Agreement”), the Manager manages, operates, and administers PINE’s day-to-day operations, business and affairs. PINE pays the Manager a base management fee (the “Base Management Fee”) equal to 1.50% per annum (0.375% per fiscal quarter) of PINE’s “total equity” (as defined in the Management Agreement), calculated and payable in cash, quarterly in arrears.

In connection with the public offering (the “Offering”) by PINE of its 8.00% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) which priced on November 5, 2025, the Manager executed a waiver (the “Waiver Letter”) on November 5, 2025, which provides that, subject to the completion of the Offering, the Manager will waive a portion of the Base Management Fee attributable to the inclusion of the net cash proceeds from the issuance of the Series A Preferred Stock in Total Equity (the “Incremental Equity Base”), such that the Base Management Fee rate on the Incremental Equity Base will equal 0.75% per annum (0.1875% per fiscal quarter), instead of 1.50% per annum (0.375% per fiscal quarter) as provided in the Management Agreement.

A copy of the Waiver Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Description
10.1		Waiver Letter, dated as of November 5, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: November 10, 2025
CTO Realty Growth, Inc.
By:	/s/ Philip R. Mays
Senior Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)

FAQ

What did CTO (CTO) announce in this 8-K?

CTO’s management subsidiary agreed to waive part of its base management fee on PINE’s preferred proceeds, cutting the rate on that Incremental Equity Base to 0.75% per annum.

Which PINE security is involved and when did it price?

PINE’s 8.00% Series A Cumulative Redeemable Preferred Stock priced on November 5, 2025.

What is the original base management fee and how is it paid?

The original Base Management Fee is 1.50% per annum (0.375% per quarter) of PINE’s total equity, paid in cash quarterly in arrears.

What fee rate applies to the preferred proceeds after the waiver?

The Incremental Equity Base from the preferred proceeds is charged at 0.75% per annum (0.1875% per quarter).

Is the waiver conditional?

Yes. The waiver applies subject to the completion of the Offering.

Where can I find the waiver document?

CTO filed the Waiver Letter as Exhibit 10.1 to this report.