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CTO Realty Growth, Inc. (CTO) Business

Verbatim Item 1 Business section from CTO Realty Growth, Inc.'s latest 10-K. Filing date: 2026-02-19. Accession: 0001104659-26-017560.

This page reproduces the company's own Item 1 Business text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.

Informational only - not investment advice. See Disclaimer.

Extracted from Item 1 Business to the first Item 1A/1B/1C/2 boundary after HTML sanitization. Confidence: high. Source form: 10-K. Character span: 66835-113246.

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ITEM 1.              BUSINESS

DESCRIPTION OF BUSINESS

We are a publicly traded, self-managed equity REIT that focuses on the ownership, management, and repositioning of high-quality retail and mixed-use properties located primarily in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth, and where retail demand exceeds supply. We have pursued our investment strategy by investing primarily through fee simple ownership of our properties, commercial loans and preferred equity.

As of December 31, 2025, we own and manage, sometimes utilizing third-party property management companies, 21 commercial real estate properties in 7 states in the United States, comprising 5.5 million square feet of gross leasable space. In addition to our income property portfolio, as of December 31, 2025, our business included the following:

Management Services: A fee-based management business that is engaged in managing PINE, as well as: (i) a portfolio of assets pursuant to the Portfolio Management Agreement (hereinafter defined) and (ii) Subsurface Interests (hereinafter defined) pursuant to the Subsurface Management Agreement (hereinafter defined), as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.

Commercial Loans and Investments: A portfolio of four commercial loan investments and two preferred equity investments which are classified as commercial loan investments.

Real Estate Operations: There were no significant transactions within the Company’s real estate operations during the year ended December 31, 2025. During the year ended December 31, 2024, the Company sold its remaining mitigation credits. These credits were produced by the Company’s formerly owned mitigation bank. During the year ended December 31, 2024, the Company sold its portfolio of subsurface mineral interests associated with approximately 352,000 surface acres in 19 counties in the State of Florida (“Subsurface Interests”), as further described in Note 6, “Real Estate Operations”. As part of the Subsurface Interests sale, the Company entered into a management agreement with the buyer to provide ongoing management services (the “Subsurface Management Agreement”).

Our business also includes our investment in PINE. As of December 31, 2025, the fair value of our investment totaled $41.3 million, or 15.4% of PINE’s outstanding common equity, including the units of limited partnership interest (“OP Units”) we hold in Alpine Income Property OP, LP (the “PINE Operating Partnership”), which are redeemable for cash, based upon the value of an equivalent number of shares of PINE common stock at the time of the redemption, or shares of PINE common stock on a one-for-one basis, at PINE’s election. Our investment in PINE generates investment income through the dividends distributed by PINE. In addition to the dividends we receive from PINE, our investment in PINE may benefit from any appreciation in PINE’s stock price, although no assurances can be provided that such appreciation will occur, the amount by which our investment will increase in value, or the timing thereof. Any dividends received from PINE are included in investment and other income on the accompanying consolidated statements of operations.

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The following is a summary of financial information regarding the Company’s business segments for the years ended December 31, 2025, 2024 and 2023 (in thousands):

​ ​ ​2025​ ​ ​2024​ ​ ​2023
Revenues:
Income Properties$132,156$110,591$96,663
Management Fee Income4,8494,5904,388
Interest Income from Commercial Loans and Investments​ ​ ​12,5407,357​ ​ ​4,084
Real Estate Operations1,9813,984
Total Revenues$149,545$124,519$109,119
Operating Income:
Income Properties$94,233$78,806$68,208
Management Services4,8494,5904,388
Commercial Loans and Investments12,5407,3574,084
Real Estate Operations5442,261
General and Administrative Expenses(18,527)(16,269)(14,249)
Provision for Impairment(68)(676)(1,556)
Depreciation and Amortization(60,015)(65,049)(44,173)
Gain on Disposition of Assets21,4528,3087,543
Loss on Extinguishment of Debt(20,449)
Total Operating Income$34,015$17,611$26,506
Identifiable Assets:
Income Properties$1,102,631$1,039,466$887,345
Management Services2,4651,4811,395
Commercial Loans and Investments118,129114,10762,843
Real Estate Operations4556112,343
Corporate and Other (1)40,22225,97935,742
Total Assets$1,263,902$1,181,644$989,668
Column 1Column 2
(1)Corporate and other assets consist primarily of cash and restricted cash, property, plant, and equipment related to the other operations, as well as the general and corporate operations.

BUSINESS PLAN

Our business plan is primarily focused on investing in shopping centers. We believe that focusing on shopping centers will allow us to continue to broaden the credit base of our tenants. We also seek to diversify our income property portfolio geographically, with an emphasis on what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, outsized relative job and population growth, and where retail demand exceeds supply. We may also self-develop multi-tenant income properties, as we have done in the past.

Our investments in income-producing properties are typically subject to longer-term leases. For shopping centers, each tenant typically pays its proportionate share of the operating expenses of the property, although for such properties we typically incur additional costs for property management services. Single-tenant leases are typically in the form of triple or double net leases and ground leases. Triple-net leases generally require the tenant to pay property operating expenses such as real estate taxes, insurance, assessments and other governmental fees, utilities, repairs and maintenance, and capital expenditures.

In addition to our primary shopping center investment strategy, our targeted investment classes may include the following:

Other asset classes

Column 1Column 2Column 3
Single-tenant retail or other commercial, double or triple net leased, properties that are typically stabilized and located in what we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies and outsized relative job and population growth that are compliant with our commitments under the ROFO Agreement (as defined below);
Column 1Column 2Column 3
Ground leases, whether purchased or originated by the Company, that are compliant with our commitments under the ROFO Agreement;

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Column 1Column 2Column 3
Self-developed retail or other commercial properties;
Column 1Column 2Column 3
Commercial loans and investments, whether purchased or originated by the Company, with loan terms of 1-10 years with strong risk-adjusted yields secured by property types to include hotel, retail, residential, land and industrial;
Column 1Column 2Column 3
Select regional area investments using Company national market knowledge and expertise in an effort to earn strong risk-adjusted yields; and
Column 1Column 2Column 3
Real estate-related investment securities, including commercial mortgage-backed securities, preferred or common equity, and corporate bonds.

Our access to capital includes raising equity or debt financing, and our sources of debt financing primarily includes our borrowing capacity under our revolving credit facility (as amended and restated, the “Credit Facility”) and term loans. Our strategy is to utilize leverage, when appropriate and necessary, and potentially proceeds from sales of income properties, and the disposition or payoffs of our commercial loans and investments to acquire income properties. As our current properties generally have low tax basis, we may seek to have sales of our income properties qualify for income tax deferral through the like-kind exchange provisions under Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”).

INCOME PROPERTIES

We have pursued a strategy of investing in income-producing properties, when possible, by utilizing the proceeds from real estate transactions, including the disposition of income properties, borrowing capacity under the Credit Facility, term loans and issuances of equity and debt securities.

Our strategy for investing in income-producing properties is focused on factors including, but not limited to, long-term real estate fundamentals and target markets, including markets we believe to be faster growing, business-friendly markets exhibiting accommodative business tax policies, and outsized relative job and population growth. We employ a methodology for evaluating targeted investments in income-producing properties which includes an evaluation of: (i) the attributes of the real estate (e.g. location, market demographics, comparable properties in the market, etc.); (ii) an evaluation of the existing tenant(s) (e.g. creditworthiness, property level sales, tenant rent levels compared to the market, etc.); (iii) other market-specific conditions (e.g. tenant industry, job and population growth in the market, local economy, etc.); and (iv) considerations relating to the Company’s business and strategy (e.g. strategic fit of the asset type, property management needs, ability to use a Section 1031 like-kind exchange structure, etc.).

During the year ended December 31, 2025, the Company acquired two shopping centers for an aggregate purchase price of $144.9 million, or a total acquisition cost of $145.1 million. Of the aggregate $145.1 million acquisition cost, $56.9 million was allocated to land, $73.3 million was allocated to buildings and improvements, $36.6 million was allocated to intangible assets pertaining to the in-place lease value, leasing costs, and above market lease value and $21.7 million was allocated to intangible liabilities for the below market lease value. The weighted average amortization period for the intangible assets and liabilities was 4.6 years at acquisition.

During the year ended December 31, 2025, the Company sold four income properties for an aggregate sales price of $85.1 million and aggregate gains on sales of $21.0 million. The sales consisted of (i) three single-tenant Main Street properties in Daytona Beach, Florida for $7.1 million, generating gains totaling $1.2 million, and (ii) one shopping center located in Plano, Texas for $78.0 million, resulting in a gain on sale of $19.8 million.

Our current portfolio of 17 shopping centers generates $102.4 million of revenue from annualized straight-line base lease payments and had a weighted average remaining lease term of 5.0 years as of December 31, 2025. Our current portfolio of 4 other income property assets generates $3.8 million of revenues from annualized straight-line base lease payments and had a weighted average remaining lease term of 3.9 years as of December 31, 2025.

Our focus on acquiring income-producing investments includes a continual review of our existing income property portfolio to identify opportunities to recycle our capital through the sale of income properties based on, among other possible factors, the current or expected performance of the property and favorable market conditions. As a result of entering into the Exclusivity and Right of First Offer Agreement with PINE (the “ROFO Agreement”) which generally prevents us from investing in single-tenant net lease income properties, our income property investment strategy will continue to be focused on shopping centers. We may pursue this strategy by monetizing certain of our single-tenant

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properties, and should we do so, we would seek to utilize the 1031 like-kind exchange structure to preserve the tax-deferred gain on the original transaction(s) that pertains to the replacement asset.

As of December 31, 2025, the Company owned 21 income properties in 7 states. Following is a summary of these properties:

Tenant / Property​ ​ ​CategoryCity​ ​ ​StateArea (Square Feet)
Granada PlazaMulti-TenantDunedinFL74,178
The Exchange at GwinnettMulti-TenantBufordGA97,366
Millenia CrossingMulti-TenantOrlandoFL100,385
Lake Brandon VillageMulti-TenantBrandonFL102,022
Madison YardsMulti-TenantAtlantaGA162,521
Price PlazaMulti-TenantKatyTX200,576
The Strand at St. Johns Town CenterMulti-TenantJacksonvilleFL211,197
Crossroads Towne CenterMulti-TenantChandlerAZ221,658
Ashford LaneMulti-TenantAtlantaGA277,118
Marketplace at SeminoleMulti-TenantSanfordFL320,273
Beaver Creek CrossingsMulti-TenantApexNC322,113
West Broad VillageMulti-TenantGlen AllenVA392,139
Plaza at RockwallMulti-TenantRockwallTX443,880
Pompano Citi CentreMulti-TenantPompano BeachFL508,874
Ashley ParkMulti-TenantNewnanGA559,465
The Collection at ForsythMulti-TenantCummingGA560,919
Carolina PavilionMulti-TenantCharlotteNC693,813
17 Shopping Centers5,248,497
Crabby's OceansideSingle-TenantDaytona BeachFL5,780
LandShark Bar & GrillSingle-TenantDaytona BeachFL6,264
369 N. New York Ave.Multi-Tenant/OtherWinter ParkFL27,948
5401 Watson Dr. SEMulti-Tenant/OfficeAlbuquerqueNM212,409
4 Other Properties252,401
21 Total Properties5,500,898

The weighted average economic and physical occupancy rates of our income properties at December 31st for each of the last three years on a portfolio basis are as follows:

Year​ ​ ​Shopping Centers Economic / Leased Occupancy​ ​ ​Other Properties Economic / Leased Occupancy
202389% / 93%100% / 100%
202490% / 93%100% / 100%
202592% / 96%61% / 100%

The information on lease expirations of our total income property portfolio for each of the ten years starting with 2026 is as follows:

Year​ ​ ​# of Tenant Leases Expiring​ ​ ​Total Square Feet of Leases Expiring​ ​ ​Annual Rents Expiring (1) ($000's)​ ​ ​Percentage of Gross Annual Rents Expiring (1)
202668389,985$8,9198.5%
202779599,120$10,39010.0%
2028871,031,509$20,70619.9%
202972646,231$10,42110.0%
203077452,514$10,62810.2%
203158530,928$11,27810.8%
203243332,546$7,1446.9%
203337182,537$5,1755.0%
203430238,147$5,7705.5%
203537309,105$7,5527.3%
Column 1Column 2
(1)Annual Rents consist of the in-place base rent to be received pursuant to each lease agreement (i.e. not on a straight-line basis).

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The majority of leases have additional option periods beyond the original term of the lease, which typically are exercisable at the tenant’s option.

Provision for Impairment – Income Properties. The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The fair value of long-lived assets required to be assessed for impairment is determined on a non-recurring basis using Level 3 inputs in the fair value hierarchy. These Level 3 inputs may include, but are not limited to, executed purchase and sale agreements on specific properties, third party valuations, discounted cash flow models, and other model-based techniques.

There were no impairment charges on the Company’s income property portfolio during each of the years ended December 31, 2025 or 2024.

During the year ended December 31, 2023, the Company recorded a $0.9 million impairment charge on the sale of the Westcliff Property. The purchase and sale agreement for the Company’s sale of the Westcliff Property was executed on July 28, 2023. The impairment charge of $0.9 million represents the sales price, less the book value of the asset as of September 30, 2023, less costs to sell. The sale of the Westcliff Property closed on October 12, 2023.

MANAGEMENT SERVICES BUSINESS

Related Party Management of PINE. Our business plan includes generating revenue from managing PINE. Pursuant to the management agreement with PINE, the Company generates a base management fee equal to 1.5% of PINE’s “total equity” (as defined in the management agreement).We have waived a portion of the base management fee attributable to the inclusion of the net cash proceeds from the issuance of PINE’s Series A Preferred Stock in PINE’s “total equity” (the “Incremental Equity Base”), such that the base management fee rate on the Incremental Equity Base is equal to 0.75% per annum, instead of 1.50% per annum, as provided in the Management Agreement. The Company also has an opportunity to achieve additional cash flows as manager of PINE pursuant to the terms of an annual incentive fee, as further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.

Portfolio Management Agreement. On December 4, 2023, the Company entered into an asset management agreement with a third party to manage a portfolio of multi-tenant and single-tenant assets (the “Portfolio Management Agreement”). Although the Company has no direct relationship with the third party, PINE is a lender to the third-party pursuant to a mortgage note originated by PINE which is secured by the portfolio. The Company receives asset management fees, disposition management fees, leasing commissions, and other fees related to the Company’s management and administration of the portfolio pursuant to the Portfolio Management Agreement. The Company also entered into a revenue sharing agreement with PINE whereby PINE will receive the portion of fees earned by the Company under the Portfolio Management Agreement which are attributable to the single tenant properties within the portfolio. Management fee income earned pursuant to the Portfolio Management Agreement, is included in management fee income on the Company’s consolidated statement of operations and is further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.

Asset Management Agreement. On February 16, 2024, the Company entered into the Subsurface Management Agreement with a third party in conjunction with the sale of the Company’s remaining Subsurface Interests as further described in Note 6, “Real Estate Operations” below. The Company receives management fees and may receive other fees pursuant to the Subsurface Management Agreement. Management fee income earned pursuant to the Subsurface Management Agreement is included in management fee income on the Company’s consolidated statement of operations and is further described in Note 5, “Management Services Business” in the notes to the consolidated financial statements in Item 8.

COMMERCIAL LOANS AND INVESTMENTS

Our investments in commercial loans or similarly structured investments, such as preferred equity, mezzanine loans or other subordinated debt, have been and are expected to continue to be secured by real estate or the borrower’s pledge of its ownership interest in the entity that owns the real estate. The investments are associated with commercial real estate located in the United States, and are current or performing with either a fixed or floating rate. Some of these loans may be syndicated in either a pari-passu or senior/subordinated structure. Commercial first mortgage loans generally provide for a higher recovery rate due to their senior position in the underlying collateral. Commercial mezzanine loans are typically

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secured by a pledge of the borrower’s equity ownership in the underlying commercial real estate. Unlike a mortgage, a mezzanine loan is not secured by a lien on the property. An investor’s rights in a mezzanine loan are usually governed by an intercreditor agreement that provides holders with the rights to cure defaults and exercise control on certain decisions of any senior debt secured by the same commercial property.

2025 Commercial Loans and Investments Portfolio. During the year ended December 31, 2025, the Company originated $21.0 million of commercial loans and investments, including an amendment and $16.0 million upsize of an existing loan, of which none was funded, and a $5.0 million mortgage note, for a weighted average interest rate of 10.7% (including paid-in-kind interest). The Company earned $0.3 million of origination fees from these investments. During the same period, the Company funded $9.3 million under existing construction loan commitments, net of origination fees received, and received principal repayments totaling $15.2 million. As of December 31, 2025, the Company’s commercial loans and investments portfolio included four commercial loan investments and two preferred equity investments with a carrying value of $104.8 million.

2024 Commercial Loans and Investments Portfolio. During the year ended December 31, 2024, the Company originated four commercial loan investments totaling $104.0 million at a weighted average initial cash yield of 11.7%, of which $63.9 million had been funded as of December 31, 2024. One of these investments, totaling $10.0 million, was structured as preferred equity and is further described below. During the year ended December 31, 2024, the Company received principal repayments totaling $20.3 million. As of December 31, 2024, the Company’s commercial loans and investments portfolio included five commercial loan investments and two preferred equity investments with a carrying value of $105.0 million.

2023 Commercial Loans and Investments Portfolio. During the year ended December 31, 2023, the Company originated two loans for a total investment of $30.4 million and received cash repayments of principal totaling $1.0 million. Including the two originations and fundings on our construction loans, $32.9 million was funded during the year ended December 31, 2023. As of December 31, 2023, the Company’s commercial loans and investments portfolio included four commercial loan investments and one preferred equity investment with a carrying value of $61.8 million.

Provision for Impairment – Commercial Loans and Investments. Pursuant to ASC 326, Financial Instruments - Credit Losses, the Company measures and records a provision for current expected credit losses (“CECL”) each time a new investment is made or a loan is repaid, as well as if changes to estimates occur during a quarterly measurement period. We are unable to use historical data to estimate expected credit losses, as we have incurred no losses to date. Management utilizes a loss-rate method and considers macroeconomic factors to estimate its CECL allowance, which is calculated based on the amortized cost basis of the commercial loans.

The Company recorded impairment charges of $0.1 million, $0.7 million and $0.6 million related to its commercial loans and investments portfolio during the years ended December 31, 2025, 2024 and 2023, respectively.

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REAL ESTATE OPERATIONS

Mitigation Credits and Mitigation Credit Rights. Revenues and the cost of sales of mitigation credit sales are reported as revenues from, and direct costs of, real estate operations, respectively, in the consolidated statements of operations. During the year ended December 31, 2024, the Company sold all of its remaining 14.99 mitigation credits for $1.8 million with a cost basis of $1.3 million. During the year ended December 31, 2023, the Company sold 20 mitigation credits for proceeds of $2.3 million with a cost basis of $1.5 million. As of December 31, 2025, the Company did not own any mitigation credits.

Subsurface Interests. The Company sold its remaining acres of Subsurface Interests during the year ended December 31, 2024 for $5.0 million, or a gain on sale of $4.5 million. As of December 31, 2025, the Company did not own any Subsurface Interests.

The Company historically leased certain of the Subsurface Interests to mineral exploration firms for exploration. The Company’s subsurface operations consisted of revenue from the leasing of exploration rights and in some instances, additional revenues from royalties applicable to production from the leased acreage, which revenues are included within real estate operations in the consolidated statements of operations. There were no sales of subsurface oil, gas, and mineral rights during the year ended December 31, 2024. During the year ended December 31, 2023, the Company sold 3,481 acres of Subsurface Interests for a sales price of $1.0 million.

The Company historically released surface entry rights or other rights upon request of a surface owner for a negotiated release fee typically based on a percentage of the surface value. No cash payments were received for the release of surface entry rights for the year ended December 31, 2025. Cash payments for the release of surface entry rights totaled $0.1 million and $0.7 million during the years ended December 31, 2024 and 2023, respectively.

REIT CONVERSION AND MERGER

On September 3, 2020, the Board unanimously approved a plan for the Company to elect to be subject to tax as a REIT for U.S. federal income tax purposes commencing with its taxable year ended December 31, 2020. Subsequently, during a special meeting of stockholders held on November 9, 2020, the Company’s stockholders approved the merger of CTO Realty Growth, Inc., a Florida corporation (“CTO FL”), with and into CTO NEWCO REIT, Inc. (“CTO MD”), a wholly owned Maryland subsidiary of CTO FL (the “Merger”), in order to reincorporate in Maryland and facilitate its ongoing compliance with the REIT requirements by ensuring that certain standard REIT ownership limitations and transfer restrictions apply to CTO’s capital stock.

As of December 31, 2020, the Company had completed certain internal reorganization transactions necessary to begin operating in compliance with the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes for the taxable year ended December 31, 2020.

On January 29, 2021, in connection with the REIT conversion, the Company completed the Merger. As a result of the Merger, existing shares of CTO FL common stock were automatically converted, on a one-for-one basis, into shares of common stock of CTO MD. CTO MD is a corporation organized in the state of Maryland and has been renamed “CTO Realty Growth, Inc.”  CTO MD’s charter includes certain standard REIT provisions, including ownership limitations and transfer restrictions applicable to the Company’s capital stock.

In connection with the REIT conversion and the Merger, CTO FL applied to list CTO MD’s common stock on the New York Stock Exchange (the “NYSE”) under CTO FL’s ticker symbol, “CTO.”  This application was approved, and CTO MD’s common stock began trading on the NYSE on February 1, 2021 under the ticker symbol “CTO.”

COMPETITION

The real estate industry is, in general, a highly competitive industry. Our business plan is focused on investing in commercial real estate that produces income primarily through the leasing of assets to tenants. To identify investment opportunities in income-producing real estate assets and to achieve our investment objectives, we compete with numerous companies and organizations, both public as well as private, of varying sizes, ranging from organizations with local operations to organizations with national scale and reach, and in some cases, we compete with individual real estate investors. In all the markets in which we compete to acquire income properties, price is the principal method of competition,

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with transaction structure and certainty of execution also being significant considerations for potential sellers. Should we need to re-lease our single-tenant income properties or space(s) in our multi-tenant properties, we would compete with many other property owners in the local market based on, among other elements, price, location of our property, potential tenant improvements, and lease term.

Our business plan also includes investing in commercial real estate through the acquisition or origination of mortgage financings secured by commercial real estate and similar financial instruments. Competition for investing in commercial mortgage loans and similar financial instruments can include financial institutions such as banks, private equity investors, institutional investment funds, debt funds, private credits funds, specialty finance companies, life insurance companies, institutional investors such as pension funds, and other lenders including REITs and high net worth investors. The organizations that we compete with are of varying sizes, ranging from organizations with local operations to organizations with national scale and reach. Competition from these interested parties is based on, amongst other things, pricing or rate, financing structure, and other elements of the typical terms and conditions of a real estate financing.

REGULATION

General. Our properties are subject to various laws, ordinances and regulations, including those relating to fire and safety requirements, and affirmative and negative covenants and, in some instances, common area obligations. Our tenants have primary responsibility for compliance with these requirements pursuant to our leases. We believe that each of our properties has the necessary permits and approvals.

Americans With Disabilities Act. Under Title III of the Americans with Disabilities Act (“ADA”), and rules promulgated thereunder, in order to protect individuals with disabilities, public accommodations must remove architectural and communication barriers that are structural in nature from existing places of public accommodation to the extent “readily achievable.” In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard considers, among other factors, the financial resources of the affected site and the owner, lessor or other applicable person.

Compliance with the ADA, as well as other federal, state and local laws, may require modifications to properties we currently own or may purchase or may restrict renovations of those properties. Failure to comply with these laws or regulations could result in the imposition of fines or an award of damages to private litigants, as well as the incurrence of the costs of making modifications to attain compliance, and future legislation could impose additional obligations or restrictions on our properties. Although our tenants are generally responsible for all maintenance and repairs of the property pursuant to our lease, including compliance with the ADA and other similar laws or regulations, we could be held liable as the owner of the property for a failure of one of our tenants to comply with these laws or regulations.

ENVIRONMENTAL MATTERS

Federal, state and local environmental laws and regulations regulate, and impose liability for, releases of hazardous or toxic substances into the environment. Under various of these laws and regulations, a current or previous owner, operator or tenant of real estate may be required to investigate and clean up hazardous or toxic substances, hazardous wastes or petroleum product releases or threats of releases at the property, and may be held liable to a government entity or to third parties for property damage and for investigation, clean-up and monitoring costs incurred by those parties in connection with the actual or threatened contamination. These laws may impose clean-up responsibility and liability without regard to fault, or whether the owner, operator or tenant knew of or caused the presence of the contamination. The liability under these laws may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may seek to obtain contributions from other identified, solvent, responsible parties of their fair share toward these costs. These costs may be substantial and can exceed the value of the property. In addition, some environmental laws may create a lien on the contaminated site in favor of the government for damages and costs it incurs in connection with the contamination. As the owner or operator of real estate, we also may be liable under common law to third parties for damages and injuries resulting from environmental contamination emanating from the real estate. The presence of contamination, or the failure to properly remediate contamination, on a property may adversely affect the ability of the owner, operator or tenant to sell or rent that property or to borrow using the property as collateral and may adversely impact our investment in that property.

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Some of our properties contain, have contained or are adjacent to or near other properties that have contained or currently contain storage tanks for the storage of petroleum products or other hazardous or toxic substances. Similarly, some of our properties were used in the past for commercial or industrial purposes, or are currently used for commercial purposes, that involve or involved the use of petroleum products or other hazardous or toxic substances or are adjacent to or near properties that have been or are used for similar commercial or industrial purposes. These operations create a potential for the release of petroleum products or other hazardous or toxic substances, and we could potentially be required to pay to clean up any contamination. In addition, environmental laws regulate a variety of activities that can occur on a property, including the storage of petroleum products or other hazardous or toxic substances, air emissions, water discharges and exposure to lead-based paint. Such laws may impose fines or penalties for violations and may require permits or other governmental approvals to be obtained for the operation of a business involving such activities. As a result of the foregoing, we could be materially and adversely affected.

Environmental laws also govern the presence, maintenance and removal of asbestos-containing materials (“ACM”). Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to installed ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations. As a result of these regulations, building owners and those exercising control over a building’s management may be subject to an increased risk of personal injury lawsuits by workers and others exposed to ACM. The regulations may affect the value of a building containing ACM in which we have invested. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. These laws may impose liability for improper handling or a release into the environment of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs.

We obtain Phase I environmental assessments on properties acquired. Phase I environmental site assessments are limited in scope and therefore may not reveal all environmental conditions affecting a property. However, if recommended in the initial assessments, we may undertake additional assessments such as soil and/or groundwater samplings or other limited subsurface investigations and ACM or mold surveys to test for substances of concern. A prior owner or operator of a property or historic operations at our properties may have created a material environmental condition that is not known to us or the independent consultants preparing the site assessments. Material environmental conditions may have arisen after the review was completed or may arise in the future, and future laws, ordinances or regulations may impose material additional environmental liability. If environmental concerns are not satisfactorily resolved in any initial or additional assessments, we may obtain environmental insurance policies to insure against potential environmental risk or loss depending on the type of property, the availability and cost of the insurance and various other factors we deem relevant. Our ultimate liability for environmental conditions may exceed the policy limits on any environmental insurance policies we obtain, if any.

Generally, our leases require the lessee to comply with environmental law and provide that the lessee will indemnify us for any loss or expense we incur as a result of the lessee’s violation of environmental law or the presence, use or release of hazardous materials on our property attributable to the lessee. If our lessees do not comply with environmental law, or we are unable to enforce the indemnification obligations of our lessees, our results of operations would be adversely affected.

We cannot predict what other environmental legislation or regulations will be enacted in the future, how existing or future laws or regulations will be administered or interpreted or what environmental conditions may be found to exist on

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our properties in the future. Compliance with existing and new laws and regulations may require us or our tenants to spend funds to remedy environmental problems. If we or our tenants were to become subject to significant environmental liabilities, we could be materially and adversely affected.

HUMAN CAPITAL

We believe that our employees are one of our greatest resources.  In order to attract and retain high performing individuals, we are committed to partnering with our employees to provide opportunities for their professional development and promote their well-being.  To that end, we have undertaken various initiatives, including the following:

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providing opportunities to participate in industry conferences;
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providing regular feedback to assist in employee development and providing opportunities for employees to provide suggestions to management and safely register complaints;
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focusing on creating a workplace that values employee health and safety;
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committing to the full inclusion of all qualified employees and applicants and providing equal employment opportunities to all persons, in accordance with the principles of the Equal Employment Opportunities Commission and the principles of the ADA; and
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appreciating the many contributions of a diverse workforce, understanding that diverse backgrounds bring diverse perspectives, and result in unique insights.

At December 31, 2025, the Company had 42 full-time employees and considers its employee relations to be satisfactory.

AVAILABLE INFORMATION

The Company’s executive offices are located at 369 N. New York Avenue, Suite 201 Winter Park, Florida, and its telephone number is (407) 904-3324.

The Company’s website is www.ctoreit.com. The Company intends to comply with the requirements of Item 5.05 of Form 8-K regarding amendments to and waivers under the code of business conduct and ethics applicable to its Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer by providing such information on its website within four days after effecting any amendment to, or granting any waiver under, that code, and we will maintain such information on our website for at least twelve months. The information contained on the Company’s website does not constitute part of this Annual Report on Form 10-K.

On the Company’s website you can also obtain, free of charge, a copy of this Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable, after the Company files such material electronically with, or furnish it to, the Securities and Exchange Commission (“Commission” or “SEC”). The public may read and obtain a copy of any materials the Company files electronically with the Commission at www.sec.gov.