CTO Realty Growth, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by CTO Realty Growth, Inc. on November 10, 2025, covering events occurring on November 5, 2025. The filing relates to a material definitive agreement involving the company's wholly-owned subsidiary, Alpine Income Property Manager, LLC (the "Manager"), and its management of Alpine Income Property Trust, Inc. ("PINE").
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or debt figures for the reporting period. The primary financial metric disclosed is a modification to the Base Management Fee structure:
- Standard Base Management Fee: 1.50% per annum (0.375% per fiscal quarter) of PINE's total equity.
- Waived Fee Rate: 0.75% per annum (0.1875% per fiscal quarter) applied specifically to the "Incremental Equity Base."
- Incremental Equity Base Definition: The net cash proceeds from the issuance of PINE's 8.00% Series A Cumulative Redeemable Preferred Stock.
Material Changes
On November 5, 2025, the Manager executed a Waiver Letter in connection with PINE's public offering of 8.00% Series A Cumulative Redeemable Preferred Stock. This agreement modifies the existing Management Agreement (dated November 26, 2019, and amended July 18, 2024) by waiving a portion of the management fee attributable to the new preferred stock proceeds. This change effectively reduces the fee burden on the capital raised from this specific offering.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future performance, or a discussion of general risks. The primary contingency noted is that the fee waiver is subject to the completion of the Preferred Stock Offering. No unusual items or contingencies beyond the fee waiver were disclosed.
Key Facts for Investor Verification
- Verify the final closing status and total net cash proceeds of PINE's 8.00% Series A Cumulative Redeemable Preferred Stock offering.
- Confirm the exact calculation of the "Incremental Equity Base" to determine the total dollar value of the management fee waiver.
- Review the full text of the Waiver Letter (Exhibit 10.1) for any additional conditions or termination clauses regarding the fee reduction.
- Assess the impact of the reduced management fee on PINE's net income available to common shareholders.