CTO Realty Growth, Inc.

Previous wording

As of March 31, 2026, we own and manage, sometimes utilizing third-party property management companies, 22 commercial real estate properties in seven states in the United States, comprising 5.9 million square feet of gross leasable space:

Current wording

As of June 30, 2026, we own and manage, sometimes utilizing third-party property management companies, 21 commercial real estate properties in seven states in the United States, comprising 5.8 million square feet of gross leasable space:

Previous wording

Commercial Loans and Investments: A portfolio of four commercial loan investments and one preferred equity investment which is classified as a commercial loan investment.

Current wording

Commercial Loans and Investments: A portfolio of four commercial loan investments and three preferred equity investments which are classified as commercial loan investments.

Previous wording

Investment in PINE: Our business also includes our investment in PINE. As of March 31, 2026, the fair value of our investment totaled $44.5 million, or 14.0% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations.

Current wording

Investment in PINE: Our business also includes our investment in PINE. As of June 30, 2026, the fair value of our investment totaled $51.3 million, or 13.1% of PINE’s outstanding equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income (loss) on the accompanying consolidated statements of operations.

Previous wording

Our current portfolio of 18 shopping centers generates $110.2 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.0 years as of March 31, 2026. Our current portfolio of 4 other income properties generates $3.7 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 3.6 years as of March 31, 2026.

Current wording

Our current portfolio of 17 shopping centers generates $108.5 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.1 years as of June 30, 2026. Our current portfolio of 4 other income properties generates $3.7 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 3.8 years as of June 30, 2026.

Previous wording

Total revenue for the three months ended March 31, 2026 increased to $41.2 million, compared to $35.8 million during the three months ended March 31, 2025. The $5.4 million increase in total revenue is primarily attributable to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period, as well as more same store revenue from our properties owned during each period. Additionally, revenues from our management services and our commercial loans and investments increased.

Current wording

Total revenue for the three months ended June 30, 2026 increased to $43.8 million, compared to $37.6 million during the three months ended June 30, 2025. The $6.2 million increase in total revenue is primarily attributable to increased income produced by the Company’s recent income property acquisitions versus that of properties disposed of by the Company during the comparative period, as well as more same store revenue from our properties owned during each period. Additionally, revenues from our commercial loans and investments have increased due to the recent preferred equity investments which are accounted for within our commercial loan and investment portfolio.

Previous wording

Revenue and operating income from our income property operations totaled $36.6 million and $26.4 million, respectively, during the three months ended March 31, 2026, compared to total revenue and operating income of $31.7 million and $22.8 million, respectively, for the three months ended March 31, 2025. The direct costs of revenues for our income property operations totaled $10.2 million and $8.9 million for the three months ended March 31, 2026 and 2025, respectively. The increase in revenues of $4.9 million, or 15.5%, during the three months ended March 31, 2026 is primarily related to the overall growth and lease up of the Company’s income property portfolio, as well as the timing of acquisitions versus dispositions. The increase in operating income of $3.6 million from our income property operations reflects increased rent revenues related to our net investments as well as leasing activity.

Current wording

Revenue and operating income from our income property operations totaled $37.1 million and $26.0 million, respectively, during the three months ended June 30, 2026, compared to total revenue and operating income of $33.4 million and $23.2 million, respectively, for the three months ended June 30, 2025. The direct costs of revenues for our income property operations totaled $11.1 million and $10.2 million for the three months ended June 30, 2026 and 2025, respectively. The increase in revenues of $3.8 million, or 11.3%, during the three months ended June 30, 2026 is primarily related to the overall growth and lease up of the Company’s income property portfolio, as well as the timing of acquisitions versus dispositions. The increase in operating income of $2.8 million from our income property operations reflects increased rent revenues related to our net investments as well as leasing activity.

Previous wording

Revenue from our management services from PINE totaled $1.3 million and $1.1 million during the three months ended March 31, 2026 and 2025, respectively. Management services during the three months ended March 31, 2026 and 2025 also included $0.1 million and less than $0.1 million, respectively, from the asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”), and less than $0.1 million from a subsurface management agreement.

Current wording

Revenue from our management services from PINE totaled $1.4 million and $1.1 million during the three months ended June 30, 2026 and 2025, respectively. Management services during each of the three months ended June 30, 2026 and 2025 also included less than $0.1 million, from the asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”), and less than $0.1 million from a subsurface management agreement.

Previous wording

Interest income from our commercial loans and investments totaled $3.2 million and $2.9 million during the three months ended March 31, 2026 and 2025, respectively. The increase of $0.3 million is primarily due to the timing of the investments made related to new loan originations and structured investments and repayments of previous investments.

Current wording

Interest income from our commercial loans and investments totaled $5.2 million and $3.0 million during the three months ended June 30, 2026 and 2025, respectively. The increase of $2.2 million is primarily due to the timing of the investments made related to new loan originations and structured investments and repayments of previous investments, most notably the two preferred equity agreements for aggregate investments of $96.4 million completed during the three months ended June 30, 2026.

Previous wording

Total general and administrative expenses for the three months ended March 31, 2026 is presented in the following summary and indicates the changes as compared to the three months ended March 31,2025 (in thousands):

Current wording

Total general and administrative expenses for the three months ended June 30, 2026 is presented in the following summary and indicates the changes as compared to the three months ended June 30, 2025 (in thousands):

Previous wording

Depreciation and amortization totaled $16.0 million and $14.4 million during the three months ended March 31, 2026 and 2025, respectively. The increase of $1.6 million is due to the overall growth in the Company’s income property portfolio.

Current wording

Depreciation and amortization totaled $15.8 million and $15.3 million during the three months ended June 30, 2026 and 2025, respectively. The increase of $0.5 million is due to the overall growth in the Company’s income property portfolio.

Previous wording

2026 and 2025 Dispositions. There were no income property dispositions during the three months ended March 31, 2026 and 2025.

Current wording

2026 and 2025 Dispositions. During the three months ended June 30, 2026, the Company sold two shopping center properties for $90.7 million, generating gains of $2.1 million. There were no income property dispositions during the three months ended June 30, 2025.

Previous wording

Provision for Impairment and Adjustments to CECL Reserve. There were no impairment charges on the Company’s income property portfolio during the three months ended March 31, 2026 and 2025. The Company recorded adjustments to CECL reserves related to its commercial loans and investments for an increase in net income of $0.3 million for the three months ended March 31, 2026, with no such adjustment being recorded during the three months ended March 31, 2025.

Current wording

Provision for Impairment and Adjustments to CECL Reserve. There were no impairment charges on the Company’s income property portfolio during the three months ended June 30, 2026 and 2025. The Company recorded a charge to CECL reserves related to its commercial loans and investments of $1.1 million for the three months ended June 30, 2026, with no such charge being recorded during the three months ended June 30, 2025.

Previous wording

During the three months ended March 31, 2026, the closing stock price of PINE increased by $1.28 per share, with a closing price of $18.00 on March 31, 2026. During the three months ended March 31, 2025, the closing stock price of PINE decreased by $0.07 per share, with a closing price of $16.72 on March 31, 2025. The change in stock price resulted in unrealized non-cash gain (loss) on the Company’s investment in PINE in the amount of $3.2 million and $(0.2) million which is included in investment and other income in the consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively.

Current wording

During the three months ended June 30, 2026, the closing stock price of PINE increased by $2.76 per share, with a closing price of $20.76 on June 30, 2026. During the three months ended June 30, 2025, the closing stock price of PINE decreased by $2.01 per share, with a closing price of $14.71 on June 30, 2025. The change in stock price resulted in unrealized non-cash gain (loss) on the Company’s investment in PINE in the amount of $6.8 million and $(4.7) million which is included in investment and other income (loss) in the consolidated statements of operations for the three months ended June 30, 2026 and 2025, respectively.

Previous wording

The Company earned dividend income of $0.7 million from its investment in PINE during each of the three months ended March 31, 2026 and 2025.

Current wording

The Company earned dividend income of $0.7 million from its investment in PINE during each of the three month periods ended June 30, 2026 and 2025.

Previous wording

Interest expense totaled $7.2 million and $6.1 million for the three months ended March 31, 2026 and 2025, respectively. The increase of $1.1 million isprimarily attributable to an aggregate increase in the Company’s term loan balances.

Current wording

Interest expense totaled $7.8 million and $6.9 million for the three months ended June 30, 2026 and 2025, respectively. The increase of $0.9 million isprimarily attributable to an aggregate increase in the Company’s term loan balances.

Previous wording

Net income attributable to the Company totaled $6.2 million and $2.3 million during the three months ended March 31, 2026 and 2025, respectively. The $3.9 million increase in net income is attributable to the factors described above.

Current wording

Net income (loss) attributable to the Company totaled $15.1 million and $(23.4) million during the three months ended June 30, 2026 and 2025, respectively. The $38.5 million increase in net income is attributable to the factors described above, most notably the $20.4 million loss on extinguishment of debt incurred during the three months ended June 30, 2025 with no such loss during the three months ended June 30, 2026.

Previous wording

Cash and cash equivalents totaled $8.3 million at March 31, 2026, while restricted cash totaled $10.6 million, see Note 2, “Summary of Significant Accounting Policies” in the Notes to Financial Statements under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance at March 31, 2026.

Current wording

Cash and cash equivalents totaled $8.1 million at June 30, 2026, while restricted cash totaled $35.4 million, see Note 2, “Summary of Significant Accounting Policies” in the Notes to Financial Statements under the heading Restricted Cash for the Company’s disclosure related to its restricted cash balance at June 30, 2026.

Previous wording

Our cash flows provided by operating activities totaled $14.6 million during the three months ended March 31, 2026, as compared to $10.3 million during the three months ended March 31, 2025, an increase of $4.3 million. The primary reason for the increase, is the increased cash flows provided by income properties, which is the result of the overall growth and lease up of the Company’s income property portfolio, as well as increased cash flows from our commercial loans and investments.

Current wording

Our cash flows provided by operating activities totaled $34.6 million during the six months ended June 30, 2026, as compared to $27.5 million during the six months ended June 30, 2025, an increase of $7.1 million. The primary reason for the increase is the increased cash flows provided by income properties, which is the result of the overall growth and lease up of the Company’s income property portfolio, as well as increased cash flows from our commercial loans and investments.

Previous wording

Our cash flows provided by financing activities totaled $31.8 million during the three months ended March 31, 2026, compared to $68.4 million for the three months ended March 31, 2025, a decrease in cash inflows of $36.6 million. The decrease is primarily due to a $50.0 million reduction in proceeds from long-term debt issuances which were partially offset by $14.2 million in higher cash inflows from common stock issuances under the common ATM program.

Current wording

Our cash flows provided by financing activities totaled $108.4 million during the six months ended June 30, 2026, compared to $57.7 million for the six months ended June 30, 2025, an increase in cash inflows of $50.7 million. The increase is primarily due to $97.5 million in higher cash inflows from common stock issuances under the common ATM program and the$14.1 million premium paid related to the settlement of the 2025 Notes during the six months ended June 30, 2025, which was partially offset by a $58.7 million reduction in proceeds from long-term debt issuances.

Previous wording

*Long-Term Debt.*At March 31, 2026, the current commitment level under the Credit Facility was $300.0 million. The undrawn commitment under the Credit Facility totaled $116.0 million. As of March 31, 2026, the Credit Facility had a $184.0 million balance outstanding. See Note 14, “Long-Term Debt” in the Notes to Financial Statements for the Company’s disclosure related to its long-term debt balance at March 31, 2026.

Current wording

*Long-Term Debt.*At June 30, 2026, the current commitment level under the Revolving Credit Facility was $300.0 million. The undrawn commitment under the Revolving Credit Facility totaled $107.0 million. As of June 30, 2026, the Revolving Credit Facility had a $193.0 million balance outstanding. See Note 14, “Long-Term Debt” in the Notes to Financial Statements for the Company’s disclosure related to its long-term debt balance at June 30, 2026.

Previous wording

Acquisitions and Investments. During the three months ended March 31, 2026, the Company acquired Palms Crossing, an open-air shopping center located in McAllen, TX, for a purchase price of $81.6 million, or a total acquisition cost of $81.8 million, including capitalized acquisition costs. During the three months ended March 31, 2025, the Company acquired one shopping center for a purchase price of $79.8 million, or a total acquisition cost of $80.0 million, including capitalized acquisition costs.

Current wording

Acquisitions and Investments. During the six months ended June 30, 2026, the Company acquired two shopping center properties and one land parcel for an aggregate purchase price of $137.8 million, or a total acquisition cost of $138.1 million. During the six months ended June 30, 2025, the Company acquired one shopping center for a purchase price of $79.8 million, or a total acquisition cost of $80.0 million, including capitalized acquisition costs.

Previous wording

The Company’s guidance for 2026 investments in income-producing properties, including structured investments, ranges from $175.0 million to $250.0 million. We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through 1031 like-kind exchanges, borrowings on our Credit Facility, if available, and additional financing sources. We expect dispositions of income properties will qualify under the like-kind exchange deferred-tax structure.

Current wording

The Company’s guidance for 2026 investments in income-producing properties, including structured investments, ranges from $300.0 million to $400.0 million. We expect to fund future acquisitions utilizing cash on hand, cash from operations, proceeds from the dispositions of income properties through 1031 like-kind exchanges, borrowings on our Revolving Credit Facility, if available, and additional financing sources. We expect dispositions of income properties will qualify under the like-kind exchange deferred-tax structure.

Previous wording

Dispositions. There were no property dispositions during the three months ended March 31, 2026 or 2025.

Current wording

Dispositions. During the six months ended June 30, 2026, the Company sold two shopping center properties for $90.7 million, generating gains of $2.1 million. There were no property dispositions during the six months ended June 30, 2025.

Previous wording

ATM Program. During the three months ended March 31, 2026, the Company sold 733,883 shares under the 2024 ATM Program for gross proceeds of $14.4 million at a weighted average price of $19.59 per share, generating net proceeds of $14.2 million after deducting transaction fees of $0.2 million. As of March 31, 2026, $202.1 million of availability remained under the 2024 ATM Program.

Current wording

ATM Program. During the six months ended June 30, 2026, the Company sold 4,917,499 shares under the 2024 ATM Program for gross proceeds of $99.2 million at a weighted average price of $20.18 per share, generating net proceeds of $97.8 million after deducting transaction fees of $1.4 million. As of June 30, 2026, $117.2 million of availability remained under the 2024 ATM Program.

Previous wording

The Company has unfunded loan commitments under two construction loans, as described in Note 4, “Commercial Loans and Investments.” The unfunded portion of these construction loans totaled $46.2 million as of March 31, 2026.

Current wording

The Company has unfunded loan commitments under two construction loans, as described in Note 4, “Commercial Loans and Investments.” The unfunded portion of these construction loans totaled $33.5 million as of June 30, 2026.

Previous wording

*Other Matters.*We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, $202.1 million of availability remaining under our $250.0 million “at-the-market” equity offering program, and $116.0 million undrawn commitment under the existing $300.0 million Credit Facility as of March 31, 2026.

Current wording

*Other Matters.*We believe we will have sufficient liquidity to fund our operations, capital requirements, maintenance, and debt service requirements over the next twelve months and into the foreseeable future, with cash on hand, cash flow from our operations, $117.2 million of availability remaining under our $250.0 million “at-the-market” equity offering program, and $107.0 million undrawn commitment under the existing $300.0 million Revolving Credit Facility as of June 30, 2026.

Previous wording

NAREIT defines FFO as U.S. GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by U.S. GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the current expected credit losses (“CECL”) on commercial loans and investments at the time of origination and repayment, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of investment securities in addition to the mark-to-market of the Company’s investment securities. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to U.S. GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to U.S. GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.

Current wording

NAREIT defines FFO as U.S. GAAP net income or loss adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by U.S. GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets and impairments associated with the current expected credit losses (“CECL”) on commercial loans and investments at the time of origination and repayment, including the pro rata share of such adjustments of unconsolidated subsidiaries. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of investment securities (which are presented net of income tax expense or benefit, if applicable) in addition to the mark-to-market of the Company’s investment securities. To derive Core FFO, we modify the NAREIT computation of FFO to include other adjustments to U.S. GAAP net income related to gains and losses recognized on the extinguishment of debt, amortization of above- and below-market lease related intangibles, and other unforecastable market- or transaction-driven non-cash items. To derive AFFO, we further modify the NAREIT computation of FFO and Core FFO to include other adjustments to U.S. GAAP net income related to non-cash revenues and expenses such as straight-line rental revenue, non-cash compensation, and other non-cash amortization. Such items may cause short-term fluctuations in net income but have no impact on operating cash flows or long-term operating performance. We use AFFO as one measure of our performance when we formulate corporate goals.

Previous wording

Purchase Accounting for Acquisitions of Real Estate Subject to a Lease. As required by U.S. GAAP, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The assumptions underlying the allocation of relative fair values are based on market information including, but not limited to: (i) the estimate of replacement cost of improvements under the cost approach, (ii) the estimate of land values based on comparable sales under the sales comparison approach, and (iii) the estimate of future benefits determined by either a reasonable rate of return over a single year’s net cash flow, or a forecast of net cash flows projected over a reasonable investment horizon under the income capitalization approach. The underlying assumptions are subject to uncertainty and thus any changes to the allocation of fair value to each of the various line items within the Company’s consolidated balance sheets could have an impact on the Company’s financial condition as well as results of operations due to resulting changes in depreciation and amortization as a result of the fair value allocation. The acquisitions of real estate subject to this estimate totaled one shopping center for a purchase price of $81.6 million, or a total acquisition cost of $81.8 million, for the three months ended March 31, 2026, and one shopping center for an aggregate purchase price of $79.8 million, or a total acquisition cost of $80.0 million, for the three months ended March 31, 2025.

Current wording

Purchase Accounting for Acquisitions of Real Estate Subject to a Lease. As required by U.S. GAAP, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, the value of in-place leases, and the value of leasing costs, based in each case on their relative fair values. In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value. The assumptions underlying the allocation of relative fair values are based on market information including, but not limited to: (i) the estimate of replacement cost of improvements under the cost approach, (ii) the estimate of land values based on comparable sales under the sales comparison approach, and (iii) the estimate of future benefits determined by either a reasonable rate of return over a single year’s net cash flow, or a forecast of net cash flows projected over a reasonable investment horizon under the income capitalization approach. The underlying assumptions are subject to uncertainty and thus any changes to the allocation of fair value to each of the various line items within the Company’s consolidated balance sheets could have an impact on the Company’s financial condition as well as results of operations due to resulting changes in depreciation and amortization as a result of the fair value allocation. The acquisitions of real estate subject to this estimate totaled two shopping centers and one land parcel for a purchase price of $137.8 million, or a total acquisition cost of $138.1 million, for the six months ended June 30, 2026, and one shopping center for an aggregate purchase price of $79.8 million, or a total acquisition cost of $80.0 million, for the six months ended June 30, 2025.