Executive Change · Reg FD Disclosure

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): February 26, 2024   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 Avenue , 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   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 PrA   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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.   On February 26, 2024, Matthew M. Partridge, Senior Vice President, Chief Financial Officer and Treasurer of CTO Realty Growth, Inc. (the “Company”), notified the Company that he will resign from his position effective April 1, 2024. Mr. Partridge indicated to the Company that his resignation is not the result of any dispute or disagreement with the Company’s principles or financial statements and disclosures. It is anticipated that Mr. Partridge will remain the Company’s principal financial officer until his resignation. The Company has begun the search to identify its next Chief Financial Officer.   Item 7.01. Regulation FD Disclosure.   On February 28, 2024, the Company issued a press release announcing Mr. Partridge’s resignation. A copy of the press release is attached hereto as Exhibit 99.1. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.   Item 9.01 Financial Statements and Exhibits.   (d)       Exhibits   Exhibit No.   Description 99.1   Press Release, dated February 28, 2024       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:  February 28, 2024   CTO Realty Growth, Inc.       By: /s/ John P. Albright   John P. Albright, President and Chief Executive Officer