CTO Realty Growth, Inc. (a Maryland corporation) 3,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT Dated: November 30, 2022Underwriting Agreement • December 5th, 2022 • 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 the Company’s Common Stock, par value $0.01 per share (“Common Stock”), pursuant to and in accordance with the terms and conditions of this underwriting agreement (the “Agreement”). The aggregate of 3,000,000 shares of Common Stock to be purchased from the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters, upon the terms and conditions stated herein, an option to purchase up to an additional 450,000 shares of Common Stock (the “Additional Shares”). The Firm Shares and the Additional Share
