Core Viewpoint - A class action lawsuit has been filed against CTO Realty Growth, Inc. and certain officers for alleged violations of federal securities laws during the Class Period from February 18, 2021, to June 24, 2025, seeking damages for misleading statements regarding the company's financial health and dividend sustainability [1][6]. Company Overview - CTO Realty Growth, Inc. is a publicly traded real estate investment trust (REIT) that owns and operates a portfolio of retail-based properties primarily in higher growth markets in the U.S. The company converted to a REIT in February 2021 and owned 23 income properties across seven states as of December 31, 2024 [4]. - REITs are required to distribute at least 90% of their taxable profits as dividends to benefit from corporate income tax exemptions. CTO claims that its REIT structure allows for tax-efficient operations and sustainable dividends [5]. Allegations and Financial Concerns - The lawsuit alleges that CTO's dividends were less sustainable than represented, and the company used deceptive practices to inflate its Adjusted Funds from Operations (AFFO) and overstate profitability, particularly regarding the Ashford Lane property [6]. - A report by Wolfpack Research criticized CTO for not generating sufficient cash to cover recurring capital expenditures and dividends since its conversion to a REIT, indicating a reliance on share dilution to address a $38 million dividend shortfall from 2021 to 2024 [7]. - The report highlighted that CTO's AFFO definition excluded recurring capital expenditures, which is inconsistent with industry peers, and noted that the company faced significant financial challenges, including only $8.4 million in cash against quarterly dividends of $14 million and additional capital expenditures [7]. Market Reaction - Following the release of the Wolfpack Report, CTO's stock price fell by $0.98 per share, or 5.42%, closing at $17.10 per share on June 25, 2025 [8].

Core Insights - Albert Anthony is a Croatian-American business author and media contributor with a focus on financial markets, launching a book titled "Financial Markets: The Next Generation" in 2025 [1] - He has a non-traditional financial background, having worked as an analyst in the IT sector for Fortune 500 companies, which has informed his approach to equities research [1] - In 2021, he founded his own equities research firm, Albert Anthony & Company, which operates remotely [1] Company Background - Albert Anthony & Company is a sole proprietorship registered in Austin, Texas, and focuses on general market commentary and research based on publicly available data [1] - The firm does not provide personalized financial advisory services or manage client funds, emphasizing a data-driven and process-oriented approach [1] Professional Experience - Albert Anthony has participated in numerous business and innovation conferences in Croatia, contributing to his understanding of the fast-growing economy in southern Europe [1] - He has completed degrees and ongoing training from institutions such as Drew University and the Corporate Finance Institute [1] Media Presence - In addition to writing for platforms like Seeking Alpha and Investing.com, Albert Anthony is launching a YouTube show titled "Financial Markets with Albert Anthony" in 2025, where he will provide market commentary [1] - He has also been involved in European casting agencies, appearing in over five productions, which adds to his media presence [1]

Financial Data and Key Metrics Changes - The company reported core FFO of $14.7 million for the quarter, an increase of $4.3 million compared to $10.3 million in the same quarter of the previous year [15] - Core FFO per share remained consistent at $0.45 despite the increase in total core FFO, primarily due to a reduction in leverage [15] - The company ended the quarter with net debt to EBITDA of 6.9 times, an improvement from 7.5 times a year ago, but an increase from 6.3 times at the beginning of the year [14] Business Line Data and Key Metrics Changes - The company signed approximately 227,000 square feet of new leases, renewals, and extensions during the quarter, with an average cash base rent of $25.43 per square foot [4] - Year to date, the company completed 339,000 square feet of leasing, including 299,000 square feet of comparable leasing at a 27% cash rent spread [4] - The property portfolio was 93.9% leased and 90.2% occupied at the end of the quarter [6] Market Data and Key Metrics Changes - The company is experiencing strong leasing momentum in business-friendly MSAs within the Southeast and Southwest [4] - The signed not open pipeline stands at $4.6 million, representing 4.6% of in-place cash rents, which is expected to provide earnings tailwinds going into 2026 [6] Company Strategy and Development Direction - The company remains disciplined in underwriting property acquisitions and has a healthy pipeline of potential acquisitions [7] - The company is considering recycling some of its stabilized assets to fund future acquisitions [7] - The company is focused on capturing upside in its properties by addressing below-market rents and enhancing tenant quality [8][10] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about ongoing lease negotiations and the potential for additional leases to be announced [5] - The company is not concerned about lease rollover risks, viewing them as opportunities due to low embedded lease rates [36] - Management reaffirmed full-year 2025 guidance for core FFO of $1.80 to $1.86 and AFFO of $1.93 to $1.98, indicating that earnings lift from the leasing pipeline will become more noticeable in the fourth quarter [16] Other Important Information - The company fully settled its 3.875% convertible notes, resulting in an extinguishment of debt charge of approximately $20.4 million [13] - The company ended the quarter with $606.8 million of debt, with only $74 million or 12% subject to floating interest rates [14] Q&A Session Summary Question: Can you provide more details on the Fidelity office property and the State of New Mexico lease? - Management explained that Fidelity is downsizing, and the State of New Mexico is moving in due to high demand for modern space, which is expected to monetize the asset effectively [18][19] Question: Will leverage increase if the shopping center acquisition goes through? - Management indicated that leverage may increase in the near term but plans to recycle some assets to mitigate this [20] Question: Are there any dispositions included in the guidance? - Management confirmed that there are no dispositions in the current guidance [21] Question: Are the Fidelity and State of New Mexico leases second or third quarter leases? - Management clarified that the State of New Mexico lease was signed in the second quarter, while the Fidelity downsizing is still being finalized [26][27] Question: What is the status of leasing activity in the third quarter? - Management stated that they are negotiating leases for the majority of remaining vacancies and expect significant activity in the next sixty days [29] Question: What are the risks associated with the 94% turnover expected next year? - Management expressed confidence in the embedded lease rates and did not foresee significant rollover risks [36] Question: Will there be a lease termination fee from Fidelity? - Management confirmed that Fidelity will make a payment for downsizing, which will be blended into their rent [48] Question: How will the rent change with the new tenants? - Management indicated that there will not be a roll down in rent, although there may be some downtime during the transition [49] Question: Will the term loan financing be related to the shopping center acquisition? - Management noted that the timing of the term loan may not align perfectly with the acquisition but does not foresee any concerns regarding financing [51]

Second Quarter 2025 Investor Presentation The Exchange at Gwinnett | Atlanta, GA Highlights Q2 2025 Highlights | $0.45 | Core FFO Per Share | | --- | --- | | $213 | Implied property value per square foot | | $19.35 | Cash ABR PSF | | ~190,000 | Square feet of comparable leasing activity | | 22% | Comparable leasing spread | | 83% | ABR from Georgia, Texas, Florida & North Carolina | | 93.9% | Leased Occupancy | | $4.6M | SNO Pipeline – 4.6% of in-place ABR | | 0.9% | Quarterly same-property NOI growth | | $ ...

Core Viewpoint - Bragar Eagel & Squire, P.C. is investigating potential claims against CTO Realty Growth, Inc. for possible violations of federal securities laws and unlawful business practices [1][2] Group 1: Investigation Details - The investigation is initiated on behalf of CTO stockholders following allegations of "manipulative" accounting practices related to Adjusted Funds From Operation [2] - The report by Wolfpack Research claims that management used a "sham loan" to hide issues with a major tenant and predicts potential future dilution due to financial reserves [2] Group 2: Stock Performance - Following the allegations, CTO's stock price decreased by $0.98, closing at $17.10 per share [2]

Financial Performance - CTO Realty reported quarterly funds from operations (FFO) of $0.47 per share, missing the Zacks Consensus Estimate of $0.49 per share, and compared to FFO of $0.48 per share a year ago, representing an FFO surprise of -4.08% [1] - The company posted revenues of $37.64 million for the quarter ended June 2025, surpassing the Zacks Consensus Estimate by 0.44%, and this compares to year-ago revenues of $28.84 million [2] Market Performance - CTO Realty shares have lost about 12% since the beginning of the year, while the S&P 500 has gained 8.6% [3] - The current consensus FFO estimate for the coming quarter is $0.49 on $37.93 million in revenues, and for the current fiscal year, it is $1.97 on $149.59 million in revenues [7] Industry Outlook - The Zacks Industry Rank for REIT and Equity Trust - Other is currently in the top 34% of over 250 Zacks industries, indicating that the top 50% of Zacks-ranked industries outperform the bottom 50% by more than 2 to 1 [8]

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited consolidated financial statements for the three and six months ended June 30, 2025, and 2024 [Consolidated Balance Sheets](index=3&type=section&id=Consolidated%20Balance%20Sheets) - Total assets increased to **$1.23 billion** as of June 30, 2025, from **$1.18 billion** at December 31, 2024, driven by growth in net real estate assets. Total liabilities also increased to **$659.2 million** from **$568.8 million**, primarily due to a rise in long-term debt[7](index=7&type=chunk) Consolidated Balance Sheet Summary (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Total Assets** | **$1,233,226** | **$1,181,644** | | Real Estate—Net | $952,013 | $901,338 | | Cash and Cash Equivalents | $8,551 | $9,017 | | **Total Liabilities** | **$659,164** | **$568,846** | | Long-Term Debt—Net | $605,351 | $518,993 | | **Total Stockholders' Equity** | **$574,062** | **$612,798** | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) - The company reported a net loss of **$23.4 million** for Q2 2025, a significant shift from a net income of **$1.2 million** in Q2 2024. This was primarily driven by a **$20.4 million** loss on the extinguishment of debt. Total revenues grew **30.5%** year-over-year to **$37.6 million**[8](index=8&type=chunk) Key Operating Results (in thousands, except per share data) | Metric | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | **$37,638** | **$28,845** | **$73,449** | **$56,972** | | Income Properties Revenue | $33,375 | $25,878 | $65,047 | $50,501 | | Total Operating Income (Loss) | $(12,678) | $5,431 | $(4,805) | $19,954 | | Loss on Extinguishment of Debt | $(20,396) | $— | $(20,396) | $— | | **Net Income (Loss) Attributable to the Company** | **$(23,418)** | **$1,183** | **$(21,157)** | **$7,025** | | **Basic and Diluted EPS** | **$(0.77)** | **$(0.03)** | **$(0.78)** | **$0.17** | [Consolidated Statements of Cash Flows](index=9&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) - For the six months ended June 30, 2025, net cash from operating activities increased to **$32.2 million** from **$24.6 million** year-over-year. Net cash used in investing activities rose significantly to **$88.4 million**, primarily due to real estate acquisitions and fewer proceeds from dispositions. Net cash from financing activities was a source of **$57.7 million**, driven by proceeds from long-term debt[15](index=15&type=chunk) Cash Flow Summary - Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | **Net Cash Provided By Operating Activities** | **$32,237** | **$24,640** | | **Net Cash Used In Investing Activities** | **$(88,449)** | **$(40,745)** | | Acquisition of Real Estate | $(80,022) | $(72,659) | | Proceeds from Disposition of Property | $— | $19,527 | | **Net Cash Provided By Financing Activities** | **$57,693** | **$4,443** | | Proceeds from Long-Term Debt | $157,000 | $71,000 | | Payments on Long-Term Debt | $(56,272) | $(84,000) | | Dividends Paid - Common Stock | $(24,430) | $(17,309) | [Notes to Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) - The company operates as a self-managed equity REIT focused on high-quality retail and mixed-use properties, with segments including income properties, management services, commercial loans and investments, and real estate operations[20](index=20&type=chunk)[21](index=21&type=chunk)[28](index=28&type=chunk) - During the first six months of 2025, the company acquired Ashley Park in Georgia for **$80.0 million**, with no income properties disposed of during this period[60](index=60&type=chunk)[61](index=61&type=chunk) - The company settled its remaining **$51.0 million** of 3.875% Convertible Notes in April 2025 via cash and common stock, resulting in a **$20.4 million** loss on extinguishment of debt[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk) - As of June 30, 2025, total face value long-term debt was **$606.8 million** with a weighted average interest rate of **4.44%**, including a **$224.0 million** credit facility balance[131](index=131&type=chunk) - The investment in Alpine Income Property Trust, Inc. (PINE) had a fair value of **$34.8 million** as of June 30, 2025, representing **15.4%** of PINE's equity, with a **$4.7 million** unrealized loss recognized in Q2 2025[24](index=24&type=chunk)[85](index=85&type=chunk)[219](index=219&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=67&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance for the three and six months ended June 30, 2025, highlighting revenue growth, net loss from debt extinguishment, liquidity, and non-GAAP measures [Results of Operations](index=71&type=section&id=Results%20of%20Operations) Revenue Variance - Q2 2025 vs Q2 2024 (in thousands) | Operating Segment | Q2 2025 | Q2 2024 | $ Variance | % Variance | | :--- | :--- | :--- | :--- | :--- | | Income Properties | $33,375 | $25,878 | $7,497 | 29.0% | | Management Services | $1,247 | $1,131 | $116 | 10.3% | | Commercial Loans and Investments | $3,016 | $1,441 | $1,575 | 109.3% | | Real Estate Operations | $— | $395 | $(395) | (100.0)% | | **Total Revenue** | **$37,638** | **$28,845** | **$8,793** | **30.5%** | - The **$24.6 million** decrease in net income for Q2 2025 compared to Q2 2024 is primarily due to the **$20.4 million** loss on extinguishment of debt related to the 2025 Notes settlement[222](index=222&type=chunk)[223](index=223&type=chunk) - General and Administrative expenses increased by **28.6%** in Q2 2025 year-over-year, attributed to a higher employee count and compensation increases[214](index=214&type=chunk)[215](index=215&type=chunk) [Liquidity and Capital Resources](index=81&type=section&id=Liquidity%20and%20Capital%20Resources) - The company believes it has sufficient liquidity for the next twelve months, citing cash on hand, operating cash flow, **$76.0 million** of undrawn credit facility capacity, and **$216.5 million** availability under its 2024 ATM Program[252](index=252&type=chunk) - As of June 30, 2025, the company has a remaining **$17.6 million** commitment for capital improvements and an unfunded construction loan commitment of **$29.6 million**[250](index=250&type=chunk)[251](index=251&type=chunk) - The 2025 investment guidance for income-producing properties and structured investments ranges from **$100.0 million** to **$200.0 million**, expected to be funded through cash, dispositions, and credit facilities[248](index=248&type=chunk) [Non-U.S. GAAP Financial Measures](index=86&type=section&id=Non-U.S.%20GAAP%20Financial%20Measures) Non-GAAP Performance Measures Per Diluted Share | Metric per Share | Q2 2025 | Q2 2024 | Six Months 2025 | Six Months 2024 | | :--- | :--- | :--- | :--- | :--- | | FFO Attributable to Common Stockholders | $(0.17) | $0.44 | $0.29 | $0.90 | | Core FFO Attributable to Common Stockholders | $0.45 | $0.45 | $0.90 | $0.93 | | AFFO Attributable to Common Stockholders | $0.47 | $0.48 | $0.96 | $1.00 | - Core FFO per diluted share was flat at **$0.45** for Q2 2025 compared to Q2 2024, while AFFO per diluted share slightly decreased to **$0.47** from **$0.48** over the same period[268](index=268&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=91&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate risk from variable-rate debt, with a hypothetical 100 basis point change impacting results by $0.7 million - The principal market risk is interest rate risk from variable-rate debt, which the company mitigates using interest rate swaps[272](index=272&type=chunk)[273](index=273&type=chunk) - As of June 30, 2025, **$74.0 million** of the company's debt was exposed to variable interest rates, with a **1% (100 basis point)** change impacting financial results by approximately **$0.7 million**[273](index=273&type=chunk) [Item 4. Controls and Procedures](index=91&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2025, with no material changes to internal control over financial reporting - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[274](index=274&type=chunk) - No material changes in internal control over financial reporting occurred during Q2 2025[274](index=274&type=chunk) [PART II—OTHER INFORMATION](index=91&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=91&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in legal proceedings not expected to materially affect its financial condition or results of operations - The company does not expect any ongoing legal proceedings to have a material impact on its financial condition or operations[275](index=275&type=chunk) [Item 1A. Risk Factors](index=91&type=section&id=Item%201A.%20Risk%20Factors) No material changes to the company's risk factors were reported from those disclosed in its Annual Report on Form 10-K - No material changes to the risk factors previously disclosed in the Form 10-K were reported for the period ended June 30, 2025[277](index=277&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=93&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued 1,089,555 common shares in April 2025 to settle $35.2 million of 2025 Notes and repurchased 2,251 shares - On April 3, 2025, the company issued **1,089,555** shares of common stock to settle **$35.2 million** of its 2025 Notes in a private transaction[278](index=278&type=chunk) Issuer Purchases of Equity Securities (Q2 2025) | Period | Total Shares Purchased | Average Price Paid per Share | Remaining Authorization ($000's) | | :--- | :--- | :--- | :--- | | April 2025 | 2,251 | $16.34 | $4,300 | | May 2025 | — | — | — | | June 2025 | — | — | — | | **Total** | **2,251** | **$16.34** | **$4,300** | [Item 5. Other Information](index=93&type=section&id=Item%205.%20Other%20Information) This section notes recent tax law changes under the OBBBA, affecting REITs by increasing the TRS asset test and making the 20% REIT dividend deduction permanent - The OBBBA, signed into law on July 4, 2025, increased the REIT asset test limitation for TRS securities from **20%** to **25%** of total assets, effective after December 31, 2025[280](index=280&type=chunk) - The new tax law also made the **20%** deduction for qualified REIT dividends permanent for individuals, trusts, and estates[280](index=280&type=chunk) [Item 6. Exhibits](index=95&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including corporate governance documents and SOX certifications - Lists all exhibits filed with the report, including corporate governance documents and required SOX certifications[282](index=282&type=chunk)

Exhibit 99.1 FOR IMMEDIATE RELEASE CTO Realty Growth Reports Second Quarter 2025 Operating Results – Signed 190,000 square feet of comparable leases at 22% growth in cash rent spread – – Reaf irmed 2025 Outlook – WINTER PARK, FL – July 29, 2025 – CTO Realty Growth, Inc. (NYSE: CTO) (the "Company" or "CTO"), an owner and operator of retail-based properties located primarily in higher-growth markets, today announced its operating and financial results for the quarter ended June 30, 2025. Second Quarter 2025 H ...

Core Insights - CTO Realty Growth, Inc. reported strong leasing activity, signing 190,000 square feet of comparable leases with a cash rent spread growth of 22% [1][3] - The company reaffirmed its 2025 outlook, maintaining expectations for Core FFO and AFFO [1][26] Leasing Activity - The company signed 22 leases totaling 226,732 square feet in Q2 2025, with 14 comparable leases totaling 190,027 square feet at an average cash base rent of $25.54 per square foot, representing a 21.6% increase from the previous average of $21.01 [14][16] - The signed-not-open pipeline stands at $4.6 million, which is 4.6% of in-place cash annual base rent [3][5] Financial Results - For Q2 2025, the net loss attributable to the company was $(23,418) thousand, compared to a net income of $1,183 thousand in Q2 2024, reflecting a variance of (2079.5)% [4] - Core FFO attributable to common stockholders was $14,659 thousand, a 41.6% increase from $10,353 thousand in the same period last year [4] - AFFO attributable to common stockholders was $15,267 thousand, up 38.2% from $11,051 thousand year-over-year [4] Year-to-Date Financial Performance - For the six months ended June 30, 2025, the net loss attributable to the company was $(21,157) thousand, compared to a net income of $7,025 thousand in the same period of 2024, a variance of (401.2)% [8] - Core FFO for the first half of 2025 was $29,104 thousand, a 38.0% increase from $21,090 thousand in the prior year [8] - AFFO for the same period was $30,788 thousand, up 35.6% from $22,699 thousand [8] Portfolio Overview - As of June 30, 2025, the company's portfolio consisted of 24 properties with a total of 5,254 thousand square feet, achieving a leased occupancy rate of 93.9% [10] - The portfolio is primarily retail-focused, with 69.4% of cash base rent derived from retail properties [10] Capital Markets and Balance Sheet - The total long-term debt as of June 30, 2025, was $606.8 million, with a weighted average interest rate of 4.44% [18][24] - The company has $76.0 million of undrawn commitments on its revolving credit facility and $8.6 million in cash [21] Dividends - The company declared a cash dividend of $0.38 per share for common stock and $0.40 per share for preferred stock for Q2 2025, with a payout ratio of 84.4% of Core FFO per share [25]

NEW YORK, July 28, 2025 (GLOBE NEWSWIRE) -- Pomerantz LLP is investigating claims on behalf of investors of CTO Realty Growth, Inc.  (“CTO” or the “Company”) (NYSE: CTO). Such investors are advised to contact Danielle Peyton at newaction@pomlaw.com or 646-581-9980, ext. 7980. The investigation concerns whether CTO and certain of its officers and/or directors have engaged in securities fraud or other unlawful business practices.  [Click here for information about joining the class action] On June 25, 2025, W ...