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☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the quarterly period endedMarch 31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the transition period fromtoCommission file number001-11350 CTO REALTY GROWTH, INC. (Exact name of registrant as specified in its charter) N/A(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronicallyevery Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☐Accelerated Filer☒Non-accelerated Filer☐Smaller Reporting Company☐Emerging Growth Company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.☐ Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the ExchangeAct).Yes☐No☒ As of April 24, 2025, there were32,934,716shares of the registrant’s common stock, $0.01par value per share,outstanding. INDEX PART I—FINANCIAL INFORMATION Item1.Financial StatementsConsolidated Balance Sheets – March 31, 2025 (Unaudited) and December31, 20243Consolidated Statements of Operations – Three months ended March 31, 2025 and 2024(Unaudited)4Consolidated Statements of Comprehensive Income – Three months ended March 31,2025 and 2024 (Unaudited)5Consolidated Statements of Stockholders’ Equity – Three months ended March 31, 2025and 2024 (Unaudited)6Consolidated Statements of Cash Flows – Three months ended March 31, 2025 and 2024(Unaudited)7Notes to Consolidated Financial Statements (Unaudited)9Item2.Management’s Discussion and Analysis of Financial Condition and Results ofOperations39Item3.Quantitative and Qualitative Disclosures About Market Risk48Item4.Controls and Procedures49PART II—OTHER INFORMATION49Item1.Legal Proceedings49Item1A.Risk Factors49Item2.Unregistered Sales of Equity Securities and Use of Proceeds49Item3.Defaults Upon Senior Securities49Item4.Mine Safety Disclosures50Item5.Other Information50Item6.Exhibits50SIGNATURES52 PART I—FINANCIAL INFORMATIONITEM1. FINANCIAL STATEMENTS CTO REALTY GROWTH, INC.CONSOLIDATED BALANCE SHEETS(In thousands, except share and per share data) CTO REALTY GROWTH, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited, in thousands, except share and per share data) CTO REALTY GROWTH, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)(Unaudited, in thousands) The accompanying notes are an integral part of these consolidated financial statements. CTO REALTY GROWTH, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY(Unaudited, in thousands) For the three months ended March 31, 2025: For the three months ended March 31, 2024: CTO REALTY GROWTH, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited, in thousands) Three Months EndedMarch31, 2025March31, 2024Cash Flow from Operating Activities:Net Income Attributable to the Company$2,261$5,842Adjustments to Reconcile Net Income Attributable to the Company to Net CashProvided by Operating Activities:Depreciation and Amortization14,36410,931Amortization of Intangible Assets and Liabilities to Income Property Revenue(449)474Amortization of Deferred Financing Costs to Interest Expense328256Amortization of Discount on Convertible Debt3940Gain on Disposition of Real Estate and Intangible Lease Assets and Liabilities—(4,618)Gain on Disposition of Subsurface Interests—(4,545)Provision for Impairment—48Accretion of Commercial Loans and Investments Origination Fees(164)(33)Non-Cash Imputed Interest(5)(7)Deferred Income Taxes(27)(181)Unrealized Loss on Investment Securities1654,657Non-Cash Compensation1,2831,387Decrease (Increase) in Assets:Refundable Income Taxes35219Land and Development Costs—(54)Mitigation Credits and Mitigation Credit Rights—508Other Assets(722)(1,888)Increase (Decrease) in Liabilities:Accounts Payable(1,539)(12