CTO Realty Growth Inc 2025年度报告

CTO REALTY GROWTH, INC. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period 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, a smaller 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. 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).YES☐NO☒ At June 30, 2025, the aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $545,448,000based upon the last reportedsale price on the NYSE on June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter. The determination of affiliate status is solelyfor the purpose of this report and shall not be construed as an admission for the purposes of determining affiliate status. The number of shares of the registrant’s Common Stock outstanding on February12, 2026 was 32,559,588. DOCUMENTS INCORPORATED BY REFERENCE Registrant incorporates by reference into Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K portions of CTO Realty Growth, Inc.’s definitive ProxyStatement for the 2026 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Regulation 14A. Thedefinitive Proxy Statement will be filed with the Commission not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. TABLE OF CONTENTS Page#PART IItem1.BUSINESS2Item1A.RISK FACTORS11Item1B.UNRESOLVED STAFF COMMENTS42Item 1C.CYBERSECURITY42Item2.PROPERTIES43Item3.LEGAL PROCEEDINGS43Item4.MINE SAFETY DISCLOSURES43PART IIItem5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITYSECURITIES44Item6.RESERVED46Item7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS46Item7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK58Item8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA59Item9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE59Item9A.CONTROLS AND PROCEDURES59Item9B.OTHER INFORMATION60Item 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS60PART IIIItem10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE60Item11.EXECUTIVE COMPENSATION60Item12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS60Item13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE60Item14.PRINCIPAL ACCOUNTANT FEES AND SERVICES60PART IVItem15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES61Item16.FORM 10-K SUMMARY61SIGNATURES67 PART I When we refer to “we,” “us,” “our,” or “the Company,” we mean CTO Realty Growth, Inc. and itsconsolidated subsidiaries. Statements contained in this Annual Report on Form 10-K, including thedocuments that are incorporated by reference, that are not historical fa