CTO REALTY GROWTH, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

CTO

Item 1.01. Entry into a Material Definitive Agreement

On October 18, 2021, CTO Realty Growth, Inc. (the "Company") entered into a Purchase and Sale Agreement (the "PSA") with a partnership between (i) a real estate developer and owner and (ii) an institutional money manager (combined, the "Seller") for the purchase of a retail center in the Raleigh, North Carolina Metropolitan Area (the "Property"). The terms of the PSA provide that the total purchase price for the Property will be $70,500,000, 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 customary 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

2.1* Purchase and Sale Agreement, made as of October 18, 2021 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.

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