Material Agreement

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 28, 2022 CTO Realty Growth, Inc. (Exact name of registrant as specified in its charter) ​ ​ ​ ​ ​ ​             Maryland (State or other jurisdiction of incorporation) 001-11350 (Commission File Number) 59-0483700 (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 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 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 1.01. Entry into a Material Definitive Agreement. On November 28, 2022, CTO Realty Growth, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “PSA”) from a certain institutional owner (the “Seller”) for the purchase of a mixed-use center in the Atlanta, Georgia Metropolitan Area (the “Property”). The terms of the PSA provide that the total purchase price for the Property will be $96,000,000, subject to adjustment for closing prorations. The Seller does not have any material relationship with the Company or its subsidiaries, other than through the PSA. ​ Certain closing conditions must be met before or at the closing and are not currently satisfied. Accordingly, as of the date of this Current Report on Form 8-K and until the closing of the purchase of the Property, there can be no assurance that the Company will acquire the Property. ​ A copy of the PSA is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the PSA is qualified in its entirety by reference thereto. ​ Item 9.01. Financial Statements and Exhibits. (d) Exhibits ​ ​ ​ Exhibit No. ​ ​ Exhibit Description 2.1* ​ ​ Purchase and Sale Agreement, made as of November 28, 2022 104 ​ ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) ​ * Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(2). The omitted information is not material and is the type of information that the Company customarily and actually treats as private and confidential. ​ ​ 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 30, 2022 ​ CTO Realty Growth, Inc. ​ By: /s/ Matthew M. Partridge   Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) ​ ​