CTO Realty Growth, Inc. filed a Form 8-K on October 28, 2026, disclosing that it entered into a new equity distribution agreement and master forward confirmation with BofA Securities, Inc. to add BofA as an additional sales agent, forward seller, and forward purchaser in the company's existing at-the-market common stock offering program.

Key Highlights

  • New participant: BofA Securities, Inc. was added as a sales agent, forward seller, and forward purchaser in the company's at-the-market common stock offering program, effective October 28, 2026.
  • Program size: The at-the-market common stock offering program allows the company to issue and sell shares having an aggregate offering price of up to $250,000,000.
  • Existing agreements amended: The company entered into amendments to each existing equity distribution agreement with 13 named dealers, including A.G.P./Alliance Global Partners, Jefferies LLC, Wells Fargo Securities, LLC, and others, to account for BofA's participation.
  • Prior agreement dates: The existing common equity distribution agreements were originally dated November 12, 2024, and previously amended April 29, 2026; agreements with Cantor Fitzgerald and Huntington Securities were dated April 29, 2026.
  • New agreement form: The Common Equity Distribution Agreement with BofA is described as "substantively identical" to the existing common equity distribution agreements, as amended.
  • Securities covered: The offering covers shares of common stock with a par value of $0.01 per share, listed on the NYSE under the symbol CTO.

CTO Realty Growth Expands ATM Dealer Group with BofA Securities Addition

According to the filing, CTO Realty Growth, Inc. (NYSE:CTO) entered into a new equity distribution agreement and master forward confirmation with BofA Securities, Inc. on October 28, 2026. The agreements allow BofA, or its affiliate, to act as an additional sales agent, forward seller, and forward purchaser under the company's previously announced at-the-market common stock offering program. The program permits the company to issue and sell, from time to time, shares of its common stock having an aggregate offering price of up to $250,000,000.

The filing states that the new Common Equity Distribution Agreement with BofA is "substantively identical" to the existing equity distribution agreements already in place with other dealers, as those agreements were amended by the Common Amendments executed on the same date. The amendments were made to each of the 13 existing dealer agreements to account for BofA's participation in the program. The existing agreements covered dealers including Jefferies LLC, Raymond James & Associates, Inc., Truist Securities, Inc., KeyBanc Capital Markets Inc., Regions Securities LLC, Robert W. Baird & Co. Incorporated, B. Riley Securities, Inc., JonesTrading Institutional Services LLC, Lucid Capital Markets, LLC, Wells Fargo Securities, LLC, A.G.P./Alliance Global Partners, Cantor Fitzgerald & Co., and Huntington Securities, Inc.

The filing notes that the report "shall not constitute an offer to sell or a solicitation of an offer to buy any securities." The company's 6.375% Series A Cumulative Redeemable Preferred Stock is also listed on the NYSE under the symbol CTO-PA. The filing was signed by Philip R. Mays, Senior Vice President, Chief Financial Officer and Treasurer.

What Was Disclosed

CTO Realty Growth disclosed on October 28, 2026, that it added BofA Securities, Inc. to its existing at-the-market common stock offering program, which has an aggregate offering price ceiling of up to $250,000,000, and amended all existing dealer agreements accordingly.