false
0000023795
0000023795
2024-02-26
2024-02-26
0000023795
CTO:CommonStock0.01ParValuePerShareMember
2024-02-26
2024-02-26
0000023795
CTO:Sec6.375SeriesCumulativeRedeemablePreferredStock0.01ParValuePerShareMember
2024-02-26
2024-02-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 26, 2024
CTO Realty Growth, Inc.
(Exact name of registrant as specified in its charter)
Maryland |
001-11350 |
59-0483700 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
|
|
|
369 N. New York Avenue,
Suite 201
Winter Park, Florida
(Address of principal executive offices) |
32789
(Zip Code) |
Registrant’s telephone number, including area code:
(407) 904-3324
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: |
|
Trading Symbol |
|
Name of each exchange on which registered: |
Common Stock, $0.01 par value per share |
|
CTO |
|
NYSE |
|
|
|
|
|
6.375% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |
|
CTO PrA |
|
NYSE |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
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 financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On February 26, 2024, Matthew M. Partridge, Senior
Vice President, Chief Financial Officer and Treasurer of CTO Realty Growth, Inc. (the “Company”), notified the Company that
he will resign from his position effective April 1, 2024. Mr. Partridge indicated to the Company that his resignation is not the result
of any dispute or disagreement with the Company’s principles or financial statements and disclosures. It is anticipated that Mr.
Partridge will remain the Company’s principal financial officer until his resignation. The Company has begun the search to identify
its next Chief Financial Officer.
Item 7.01. | Regulation FD Disclosure. |
On February 28, 2024, the Company issued a press
release announcing Mr. Partridge’s resignation. A copy of the press release is attached hereto as Exhibit 99.1. The information
in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the
Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February
28, 2024
CTO
Realty Growth, Inc. |
|
|
|
By: |
/s/ John P. Albright |
|
John
P. Albright, President and Chief Executive Officer |
|
Exhibit 99.1
|
Press
Release |
Contact: |
Matthew M. Partridge |
Senior
Vice President, Chief Financial Officer, and Treasurer
(407)
904-3324
mpartridge@ctoreit.com
FOR |
|
|
IMMEDIATE |
Cto realty growth announces |
|
RELEASE |
Chief financial officer transition |
|
WINTER
PARK, FL, February 28, 2024 – CTO Realty Growth, Inc. (NYSE: CTO) (the “Company” or “CTO”) announced
today that its Senior Vice President, Chief Financial Officer and Treasurer, Matthew M. Partridge, has resigned from the Company, effective
as of April 1, 2024 (the “Effective Date”), to pursue another opportunity with a new venture not in the REIT industry. Following
the Effective Date, Mr. Partridge intends to provide further assistance with certain needs of the Company during the Company’s
first quarter reporting period in order to ensure a successful transition. The Company has begun its search for a new Chief Financial
Officer.
“Both personally and on behalf of the board
of directors, I want to wish Matt great success in his new endeavor,” said John P. Albright, President and Chief Executive Officer
of CTO Realty Growth, Inc. “Matt has been an important part of the Company’s evolution during his three and a half years,
helping to shape the Company’s balance sheet, financial reporting, and asset management strategies. He has developed a strong finance
and accounting team, now led by Lisa Vorakoun, our Vice President and Chief Accounting Officer who has been with CTO for over 11 years,
to provide stability and to support the long-term growth of the Company.”
Mr. Partridge said, “I am proud of all
that we have accomplished during my time with the Company, and I can’t thank them enough for the opportunity they’ve provided
me. CTO has an incredibly talented team and I’m grateful to have worked alongside each of them to help the Company achieve its
strategic and financial goals.”
About CTO Realty Growth, Inc.
CTO Realty Growth, Inc. is a publicly traded
real estate investment trust that owns and operates a portfolio of high-quality, retail-based properties located primarily in higher
growth markets in the United States. CTO also externally manages and owns a meaningful interest in Alpine Income Property Trust, Inc.
(NYSE: PINE), a publicly traded net lease REIT.
We encourage you to review our most recent investor
presentation and supplemental financial information, which is available on our website at www.ctoreit.com.
Safe Harbor
Certain statements contained in this press
release (other than statements of historical fact) are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements
can typically be identified by words such as “believe,” “estimate,” “expect,”
“intend,” “anticipate,” “will,” “could,” “may,” “should,”
“plan,” “potential,” “predict,” “forecast,” “project,” and similar
expressions, as well as variations or negatives of these words.
Although forward-looking statements are made
based upon management’s present expectations and reasonable beliefs concerning future developments and their potential effect upon
the Company, a number of factors could cause the Company’s actual results to differ materially from those set forth in the forward-looking
statements. Such factors may include, but are not limited to: the Company’s ability to remain qualified as a REIT; the Company’s
exposure to U.S. federal and state income tax law changes, including changes to the REIT requirements; general adverse economic and real
estate conditions; macroeconomic and geopolitical factors, including but not limited to inflationary pressures, interest rate volatility,
distress in the banking sector, global supply chain disruptions, and ongoing geopolitical war; credit risk associated with the Company
investing in structured investments; the ultimate geographic spread, severity and duration of pandemics such as the COVID-19 pandemic
and its variants, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential
negative impacts of such pandemics on the global economy and the Company’s financial condition and results of operations; the inability
of major tenants to continue paying their rent or obligations due to bankruptcy, insolvency or a general downturn in their business;
the loss or failure, or decline in the business or assets of PINE; the completion of 1031 exchange transactions; the availability of
investment properties that meet the Company’s investment goals and criteria; the uncertainties associated with obtaining required
governmental permits and satisfying other closing conditions for planned acquisitions and sales; and the uncertainties and risk factors
discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and other risks and uncertainties
discussed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.
There can be no assurance that future developments
will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated
by management. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of this press release. The Company undertakes no obligation to update the information contained in this press release to reflect subsequently
occurring events or circumstances.
v3.24.0.1
Cover
|
Feb. 26, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 26, 2024
|
Entity File Number |
001-11350
|
Entity Registrant Name |
CTO Realty Growth, Inc.
|
Entity Central Index Key |
0000023795
|
Entity Tax Identification Number |
59-0483700
|
Entity Incorporation, State or Country Code |
MD
|
Entity Address, Address Line One |
369 N. New York Avenue
|
Entity Address, Address Line Two |
Suite 201
|
Entity Address, City or Town |
Winter Park
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
32789
|
City Area Code |
407
|
Local Phone Number |
904-3324
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
false
|
Common Stock, $0.01 par value per share |
|
Title of 12(b) Security |
Common Stock, $0.01 par value per share
|
Trading Symbol |
CTO
|
Security Exchange Name |
NYSE
|
6.375% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share |
|
Title of 12(b) Security |
6.375% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share
|
Trading Symbol |
CTO PrA
|
Security Exchange Name |
NYSE
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CTO_CommonStock0.01ParValuePerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CTO_Sec6.375SeriesCumulativeRedeemablePreferredStock0.01ParValuePerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
CTO Realty Growth (NYSE:CTO-A)
Graphique Historique de l'Action
De Avr 2024 à Mai 2024
CTO Realty Growth (NYSE:CTO-A)
Graphique Historique de l'Action
De Mai 2023 à Mai 2024