UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 28, 2024, CTO Realty Growth, Inc. (the “Company”) filed Articles Supplementary (the “Additional Series A Articles Supplementary”) to the Company’s charter with the State Department of Assessments and Taxation of Maryland to classify and designate 3,000,000 shares of the Company’s authorized but unissued preferred stock, par value $0.01 per share, as additional shares of 6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share (the “Series A Preferred Stock”), with the powers, preferences and privileges as set forth in the Articles Supplementary filed as Exhibit 3.2 to the Company’s Registration Statement on Form 8-A, filed with the U.S. Securities and Exchange Commission on July 1, 2021 (the “July 2021 Series A Articles Supplementary”). The Additional Series A Articles Supplementary became effective upon filing on March 28, 2024, and upon such effectiveness, the Company was authorized to issue an aggregate of 5,978,808 shares of Series A Preferred Stock (which reflects the previous repurchase by the Company of 21,192 shares of Series A Preferred Stock).
A copy of the Additional Series A Articles Supplementary is filed as Exhibit 3.1 to this Current Report on Form 8-K, and the information in the July 2021 Series A Articles Supplementary is incorporated into this Item 5.03 by reference. The foregoing description of the terms of the Additional Series A Articles Supplementary in this Item 5.03 is qualified in its entirety by reference to Exhibit 3.1 hereto and the July 2021 Series A Articles Supplementary.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit
|
Exhibit Description | |
| 3.1 | Articles Supplementary classifying and designating 3,000,000 additional shares of Series A Preferred Stock | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| CTO REALTY GROWTH, INC. | ||
| By: | /s/ John P. Albright | |
| Name: | John P. Albright | |
| Title: | President and Chief Executive Officer | |
Date: April 3, 2024
Exhibit 3.1
CTO REALTY GROWTH, INC.
ARTICLES SUPPLEMENTARY
6.375% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK
CTO REALTY GROWTH, INC., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:
FIRST: Under a power contained in Article VI of the charter of the Corporation (the “Charter”), the Board of Directors of the Corporation (the “Board of Directors”), by duly adopted resolutions, classified and designated 3,000,000 shares of authorized but unissued preferred stock, par value $0.01 per share, as additional shares of 6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption of the Series A Preferred Stock as currently set forth in the Charter.
SECOND: After giving effect to the classification and designation of the additional shares of Series A Preferred Stock set forth herein, the Corporation has authority to issue 6,000,000 shares of Series A Preferred Stock.
THIRD: The Series A Preferred Stock has been classified and designated by the Board of Directors under the authority contained in the Charter. These Articles Supplementary have been approved by the Board of Directors in the manner and by the vote required by law.
FOURTH: These Articles Supplementary shall be effective at the time the Department accepts these Articles Supplementary for record.
FIFTH: The undersigned President and Chief Executive Officer of the Corporation acknowledges these Articles Supplementary to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[Signature page follows.]
IN WITNESS WHEREOF, CTO Realty Growth, Inc. has caused these Articles Supplementary to be signed in its name and on its behalf by its President and Chief Executive Officer and witnessed by its Senior Vice President, Chief Financial Officer and Treasurer on March 28, 2024.
| CTO REALTY GROWTH, INC. | ||
| By: | /s/ John P. Albright | |
| Name: | John P. Albright | |
| Title: | President and Chief Executive Officer | |
| WITNESS: | ||
| By: | /s/ Matthew Partridge | |
| Name: | Matthew Partridge | |
| Title: | Senior Vice President, Chief Financial Officer and Treasurer | |
[Signature Page to CTO Realty Growth, Inc.
Articles Supplementary (Series A Preferred Stock)]