CTO Realty Growth, Inc. (a Maryland corporation) 3,000,000 Shares of 6.375% Series A Cumulative Redeemable Preferred Stock UNDERWRITING AGREEMENT Dated: June 28, 2021Underwriting Agreement • July 1st, 2021 • CTO Realty Growth, Inc. • Real estate investment trusts • New York
CTO Realty Growth, Inc., a Maryland corporation (the “Company”), confirms its agreement with Wells Fargo Securities, LLC (“Wells Fargo”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 3,000,000 shares of 6.375% Series A Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share (the “Series A Stock”), a series of the Company’s preferred stock, $0.01 par value per share (“Preferred Stock”), pursuant to and in accordance with the terms and conditions of this underwriting agreement (the “Agreement”). The aforesaid 3,000,000 shares of Series A Stock to be purchased by the Underwriters are hereinafter called the “Securities.” The terms of the Securities will be set forth in the articles of incorporation of the Company
