Terms

Series

6.375% Series A Cumulative Redeemable Preferred Stock

Liquidation Preference

$25.00

Coupon Rate

6.375%

Rate Type

Fixed

Annual Dividend

$1.59

Payment Frequency

Quarterly

Cumulative

Yes

Perpetual

Yes

Convertible

Yes

Callable

Yes

First Call Date

July 6, 2026

First Call Price

$25.00

Redemption Notice Period

30 days

Capital Stack Ranking

Junior To: All Existing And Future Debt Obligations, Any Capital Stock Series Expressly Designated As Ranking Senior To Series A Preferred Stock, Convertible Or Exchangeable Debt Securities Prior To Conversion; Pari Passu With: Any Capital Stock Series Expressly Designated As Ranking On Parity With Series A Preferred Stock; Senior To: Common Stock, Any Capital Stock Series Expressly Designated As Junior To Series A Preferred Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Reit Passthrough

Qualifies for QDI

No

Qualifies for DRD

No

Prospectus Summary

CTO Realty Growth, Inc. (NYSE: CTO), a self-managed equity REIT, is offering additional shares of its 6.375% Series A Cumulative Redeemable Preferred Stock (NYSE: CTO PrA) at a $25.00 liquidation preference per share — a reopening of the series originally issued July 6, 2021 and fungible with the ~2.98 million shares already outstanding. The fixed coupon of 6.375% equates to $1.59375 annually ($0.39844 per quarter), paid in arrears on or about the last day of March, June, September, and December. This is a cumulative preferred, meaning any unpaid dividends accrue and must be paid in full before the issuer can resume dividends on common or junior stock — providing holders a meaningful backstop against dividend interruption. The Series A Preferred Stock sits above common equity in the capital stack but is subordinate to all of CTO's existing and future debt obligations, including its $300 million revolving credit facility and three unsecured term loans totaling $265 million. The preferred is further junior to any future series expressly designated as senior. As a holding company with no bank subsidiary, there is no structural subordination concern, but all debt — including the SOFR-based credit facility — has a prior claim on assets. The issuer has a limited early-redemption right before the July 6, 2026 call date specifically to protect its REIT status (e.g., to cure ownership-limit violations under the 9.8% charter cap); this is a REIT-preservation provision rather than a banking-style Tier 1 regulatory trigger, and in practice it would only be exercised in narrow tax-compliance scenarios. At the $25.00 par/liquidation preference, the effective yield is 6.375%; at the April 2, 2024 market price of $20.65, the current yield is approximately 7.72%. Because CTO is structured as a REIT, dividends generally do not qualify for the 15%/20% qualified dividend income (QDI) rate available to individual investors, nor for the corporate dividends-received deduction (DRD); a portion may be characterized as ordinary income or return of capital depending on CTO's earnings and profits each year. Dividends are paid quarterly on or about the last day of March, June, September, and December, with the record date set by the Board no more than 90 days before each payment date. The dividend stopper provision blocks any cash distributions on common stock or parity/junior preferred stock — or any repurchases of such stock — until all cumulative arrears on the Series A Preferred are paid or fully set aside.

Summarized from the SEC prospectus filing.

Distribution History

Conversion Terms

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If CTO Realty Growth has not paid full cumulative dividends on the Series A Preferred Stock for all past periods, it is prohibited from paying dividends on or repurchasing its common stock or any parity/junior preferred stock, until all arrears are paid or set aside.

Other Preferreds from CTO Realty Growth Inc

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 62 (Strong)