CTO Realty (NYSE: CTO) adds Cantor, Huntington to $275M ATM plans

Q: Which new firms were added to CTO (CTO) at-the-market programs?

CTO Realty Growth entered agreements with Cantor Fitzgerald & Co. and Huntington Securities, Inc. to act as additional sales agents. For the common stock program, they also serve as forward sellers and forward purchasers under master forward confirmations.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

CTO Realty Growth, Inc. updated its existing at-the-market stock offering programs by adding Cantor Fitzgerald & Co. and Huntington Securities, Inc. as additional sales agents. The company’s preferred stock program covers up to $25,000,000 of 6.375% Series A Cumulative Redeemable Preferred Stock with a $25.00 per-share liquidation preference. The common stock program covers up to $250,000,000 of common shares and also incorporates Cantor and Huntington as forward sellers and forward purchasers through new master forward confirmations.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Preferred ATM capacity: $25,000,000 aggregate offering price Common ATM capacity: $250,000,000 aggregate offering price Preferred dividend rate: 6.375% +3 more

6 metrics

Preferred ATM capacity $25,000,000 aggregate offering price 6.375% Series A Cumulative Redeemable Preferred Stock

Common ATM capacity $250,000,000 aggregate offering price Common stock at-the-market program

Preferred dividend rate 6.375% Series A Cumulative Redeemable Preferred Stock

Preferred liquidation preference $25.00 per share Series A Cumulative Redeemable Preferred Stock

Par value (common and preferred) $0.01 per share Common Stock and 6.375% Series A Preferred Stock

8-K filing date April 29, 2026 Date company entered new agreements and amendments

Key Terms

at the market preferred stock offering program, Cumulative Redeemable Preferred Stock, equity distribution agreements, master forward confirmations, +2 more

6 terms

at the market preferred stock offering program financial

"the Company's previously announced at the market preferred stock offering program"

Cumulative Redeemable Preferred Stock financial

"6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share"

Cumulative redeemable preferred stock is a type of investment that gives shareholders priority over common stockholders to receive dividends and get their money back if the company is sold or closes. If the company misses dividend payments, it must pay them later before any dividends can go to other shareholders. This makes it a more secure and flexible option for investors seeking steady income with some ability to redeem their shares in the future.

equity distribution agreements financial

"entered into separate equity distribution agreements, in substantially the form attached"

master forward confirmations financial

"separate master forward confirmations, in substantially the form attached as Exhibit 1.4"

forward sellers and forward purchasers financial

"include Cantor and Huntington as additional sales agents, forward sellers and forward purchasers"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

04/29/2026 - 04:18 PM

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): April 29, 2026

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)	(I.R.S. 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 Symbols	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 8.01

Other Events.

Preferred At-the-Market Offering Program

On April 29, 2026, CTO Realty Growth, Inc. (the “Company”) entered into separate equity distribution agreements, in substantially the form attached as Exhibit 1.1 to this Current Report on Form 8-K, and incorporated herein by reference (collectively, the “Preferred Equity Distribution Agreements”), with each of Cantor Fitzgerald & Co. (“Cantor”) and Huntington Securities, Inc. (“Huntington”), to include Cantor and Huntington as additional sales agents in the Company's previously announced at the market preferred stock offering program, pursuant to which the Company may issue and sell from time to time (the “Preferred Offering”) shares of the Company’s 6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share, having an aggregate offering price of up to $25,000,000 (the “Preferred Shares”). The Preferred Equity Distribution Agreements are substantively identical to the Existing Preferred Equity Distribution Agreements, as amended by the Preferred Amendments (each as defined below).

In addition, on April 29, 2026, the Company entered into separate amendments, in substantially the form attached as Exhibit 1.2 to this Current Report on Form 8-K, and incorporated herein by reference (collectively, the “Preferred Amendments”), to each separate equity distribution agreement, dated November 12, 2024, 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”) (collectively, the “Existing Preferred Equity Distribution Agreements”). The purpose of the Preferred Amendments was to update the Existing Preferred Equity Distribution Agreements to account for the participation of Cantor and Huntington in the Preferred Offering.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of the Preferred Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description of the Preferred Equity Distribution Agreements and Preferred Amendments is qualified in its entirety by reference to the full text of the Preferred Equity Distribution Agreements and Preferred Amendments, the forms of which are attached as Exhibit 1.1 and Exhibit 1.2, respectively, to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.

Common At-the-Market Offering Program

On April 29, 2026, the Company entered into separate equity distribution agreements, in substantially the form attached as Exhibit 1.3 to this Current Report on Form 8-K, and incorporated herein by reference (collectively, the “Common Equity Distribution Agreements”), and separate master forward confirmations, in substantially the form attached as Exhibit 1.4 to this Current Report on Form 8-K, and incorporated herein by reference, with each of Cantor and Huntington, to include Cantor and Huntington as additional sales agents, forward sellers and forward purchasers in the Company's previously announced at the market common stock offering program, pursuant to which the Company may issue and sell from time to time (the “Common Offering”) shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $250,000,000 (the “Common Shares”). The Common Equity Distribution Agreements are substantively identical to the Existing Common Equity Distribution Agreements, as amended by the Common Amendments (each as defined below).

In addition, on April 29, 2026, the Company entered into separate amendments, in substantially the form attached as Exhibit 1.5 to this Current Report on Form 8-K, and incorporated herein by reference (collectively, the “Common Amendments”), to each separate equity distribution agreement, dated November 12, 2024, with each of AGP, B. Riley, Baird, Jefferies, Jones, KeyBanc Capital Markets Inc., Lucid Capital Markets, LLC, Raymond James, Regions Securities LLC, Truist and Wells Fargo Securities, LLC (collectively, the “Existing Common Equity Distribution Agreements”). The purpose of the Common Amendments was to update the Existing Common Equity Distribution Agreements to account for the participation of Cantor and Huntington in the Common Offering.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of the Common Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The foregoing description the Common Equity Distribution Agreements, master forward confirmations and Common Amendments is qualified in its entirety by reference to the full text of the Common Equity Distribution Agreements, master forward confirmations and Common Amendments, the forms of which are attached as Exhibit 1.3, Exhibit 1.4 and Exhibit 1.5, respectively, to this Current Report on Form 8-K and incorporated in this Item 8.01 by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
1.1		Form of Preferred Equity Distribution Agreement.
1.2		Form of Amendment to Preferred Equity Distribution Agreement.
1.3		Form of Common Equity Distribution Agreement.
1.4		Form of Master Forward Confirmation.
1.5		Form of Amendment to Common Equity Distribution Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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: April 29, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did CTO (CTO) announce regarding its preferred stock offering?

CTO Realty Growth added Cantor Fitzgerald and Huntington as sales agents under its preferred at-the-market program, which covers up to $25,000,000 of 6.375% Series A Cumulative Redeemable Preferred Stock with a $25.00 per-share liquidation preference.

How large is CTO (CTO) Realty’s common stock at-the-market program?

CTO Realty Growth’s common stock at-the-market program permits issuing and selling common shares with an aggregate offering price of up to $250,000,000. Cantor Fitzgerald and Huntington were added as sales agents, forward sellers and forward purchasers under newly signed agreements and master forward confirmations.

Which new firms were added to CTO (CTO) at-the-market programs?

CTO Realty Growth entered agreements with Cantor Fitzgerald & Co. and Huntington Securities, Inc. to act as additional sales agents. For the common stock program, they also serve as forward sellers and forward purchasers under master forward confirmations.

Did CTO (CTO) change existing equity distribution agreements?

CTO Realty Growth executed amendments to existing preferred and common equity distribution agreements dated November 12, 2024. The amendments primarily update those agreements to reflect the participation of Cantor Fitzgerald and Huntington in both the preferred and common at-the-market offerings.

What securities are covered by CTO (CTO) preferred ATM program?

The preferred at-the-market program covers shares of CTO Realty Growth’s 6.375% Series A Cumulative Redeemable Preferred Stock, with a par value of $0.01 per share and a $25.00 per-share liquidation preference, up to an aggregate offering price of $25,000,000.

Filing Exhibits & Attachments

9 documents