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

Item 1.01. Entry into a Material Definitive Agreement.

On November 28, 2022, CTO Realty Growth, Inc. (the "Company") entered into a Purchase and Sale Agreement (the "PSA") from a certain institutional owner (the "Seller") for the purchase of a mixed-use center in the Atlanta, Georgia Metropolitan Area (the "Property"). The terms of the PSA provide that the total purchase price for the Property will be $96,000,000, 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 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.

(d) Exhibits

Exhibit No.      Exhibit Description
2.1*               Purchase and Sale Agreement, made as of November 28, 2022
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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