Item 2.01.Completion of Acquisition or Disposition of Assets.

On December 30, 2022, CTO Realty Growth, Inc. (the "Company") filed with the Securities and Exchange Commission a Current Report on Form 8-K (the "Initial 8-K") to disclose that the Company had completed its acquisition of a lifestyle, mixed-use property in the Forsyth submarket of Atlanta, Georgia ("The Collection at Forsyth" or the "Property") from a certain institutional owner (the "Seller") for a purchase price of $96.0 million.

This Current Report on Form 8-K/A amends the Initial 8-K to include the historical summary of revenues and direct costs of revenues and the pro forma consolidated financial information required by Items 9.01(a) and 9.01(b) of Form 8-K and should be read in conjunction with the Initial 8-K.

The pro forma financial information included in this Current Report on Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and The Collection at Forsyth would have achieved had the Company held the assets of The Collection at Forsyth during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the Company may achieve after the acquisition.

Except as described above, all other information in the Initial 8-K remains unchanged.

Item 9.01.Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements that are required to be filed pursuant to this item are being filed with this amendment on Form 8-K/A.

(b) Pro Forma Financial Information

The pro forma financial information that is required to be filed pursuant to this item are being filed with this amendment on Form 8-K/A.

(d)Exhibits

23.1 Consent of Grant Thornton LLP

99.1 Audited Financial Statements

? Report of Independent Certified Public Accountants

Historical Summary of Revenues and Direct Costs of Revenues of The Collection

? at Forsyth for the Nine Months Ended September 30, 2022 (Unaudited) and the

Year Ended December 31, 2021 (Audited)

? Notes to Historical Summary of Revenues and Direct Costs of Revenues

99.2 Pro Forma Financial Information

? Summary of Unaudited Pro Forma Consolidated Financial Statements

? Unaudited Pro Forma Consolidated Balance Sheet of CTO Realty Growth, Inc. as of

September 30, 2022

Unaudited Pro Forma Consolidated Statements of Operations of CTO Realty Growth,

? Inc. for the Nine Months September 30, 2022 and the Year Ended December 31,

2021

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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