CTO Realty Growth, Inc.
For the period ended Jun 17, 2026. Filed Apr 28, 2026.
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Jun 17, 2026 · Filed Apr 28, 2026
Contents
APPENDIX B B-1
APPENDIX B
Non-GAAP Reconciliation
This Proxy Statement includes certain financial performance measures not defined by generally accepted accounting principles in the United States (“GAAP”). Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures are included in this Appendix B. We believe these non-GAAP financial measures are useful to investors because they are widely accepted industry measures used by analysts and investors to compare the operating performance of REITs. Our definitions and calculations of these non-GAAP measures may not be comparable to similarly titled measures employed by other companies.
These non-GAAP financial measures do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements; accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.
SAME PROPERTY NOI
To derive same-property net operating income (“Same-Property NOI”), GAAP net income or loss attributable to the Company is adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses such as straight-line rental revenue, amortization of deferred financing costs,, gains and losses recognized on the extinguishment of debt, above- and below-market lease related intangibles, non-cash compensation, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and other non-recurring items, and other non-cash income or expense. Interest expense, general and administrative expenses, investment and other income or loss, income tax benefit or expense, real estate operations revenues and direct cost of revenues, management fee income, and interest income from commercial loans and investments are also excluded from Same-Property NOI. GAAP net income or loss is further adjusted to remove the impact of properties that were not owned for the full current and prior year reporting periods presented. Cash rental income received under the leases pertaining to the Company’s assets that are presented as commercial loans and investments in accordance with GAAP is also used in lieu of the interest income equivalent.
We use Same-Property NOI to compare the operating performance of our assets between periods. It is an accepted and important measurement used by management, investors and analysts because it includes all property-level revenues from the Company’s properties, less operating and maintenance expenses, real estate taxes and other property-specific expenses (“Net Operating Income” or “NOI”) of properties that have been owned and stabilized for the entire current and prior year reporting periods. Same-Property NOI attempts to eliminate differences due to the acquisition or disposition of properties during the particular period presented, and therefore provides a more comparable and consistent performance measure for the comparison of the Company’s properties. Same-Property NOI may not be comparable to similarly titled measures employed by other companies.
Non-GAAP Financial Measures
Same-Property NOI Reconciliation
(Unaudited)
(In thousands)
| · · · Year Ended · | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · December 31, 2025 · · · December 31, 2024 · | |||||||||||||
| Net Income (Loss) Attributable to the Company | | | | $10,092 | | | | | $(1,965) | | | ||
| Gain on Disposition of Assets | | | | | (21,452) | | | | | | (8,308) | | |
| Loss on Extinguishment of Debt | | | | | 20,449 | | | | | | — | | |
| Provision for Impairment | | | | | 68 | | | | | | 676 | | |
| Depreciation and Amortization | | | | | 60,015 | | | | | | 65,049 | | |
| Amortization of Intangibles to Lease Income | | | | | 1,006 | | | | | | 254 | | |
| Straight-Line Rent Adjustment | | | | | 2,159 | | | | | | 1,681 | | |
| Accretion of Tenant Contribution | | | | | 52 | | | | | | 52 | | |
| Interest Expense | | | | | 26,928 | | | | | | 22,521 | | |
| General and Administrative Expenses | | | | | 18,527 | | | | | | 16,269 | | |
| Investment and Other Income (Loss) | | | | | (3,451) | | | | | | (2,606) | | |
| Income Tax Benefit (Expense) | | | | | 446 | | | | | | (339) | | |
| Real Estate Operations Revenues | | | | | — | | | | | | (1,981) | | |
| Real Estate Operations Direct Cost of Revenues | | | | | — | | | | | | 1,437 | | |
| Management Fee Income | | | | | (4,849) | | | | | | (4,590) | | |
| Interest Income from Commercial Loans and Investments | | | | | (12,540) | | | | | | (7,357) | | |
| Other Non-Recurring Items(1) | | | | | (1,113) | | | | | | (1,507) | | |
| Less: Impact of Properties Not Owned for the Full Reporting Period | | | | | (32,219) | | | | | | (17,163) | | |
| Same-Property NOI | | | | $64,118 | | | | | $62,123 | | | ||
| Less: Same Property NOI for Other Properties | | | | | (5,141) | | | | | | (5,635) | | |
| Same-Property NOI for Shopping Centers | | | | $58,977 | | | | | $56,488 | | | ||
(1)
Includes non-recurring items including termination fees, forfeitures of tenant security deposits, and other non-recurring items.
PRO FORMA ADJUSTED EBITDA
To derive Pro Forma Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Pro Forma Adjusted EBITDA”), GAAP net income or loss attributable to the Company is adjusted to exclude real estate related depreciation and amortization, as well as extraordinary items (as defined by GAAP) such as net gain or loss from sales of depreciable real estate assets, impairment write-downs associated with depreciable real estate assets, impairments associated with the implementation of current expected credit losses on commercial loans and investments at the time of origination, including the pro rata share of such adjustments of unconsolidated subsidiaries, non-cash revenues and expenses such as straight-line rental revenue, amortization of deferred financing costs, gains and losses recognized on the extinguishment of debt, above- and below-market lease related intangibles, non-cash compensation, other non-recurring items such as termination fees, forfeitures of tenant security deposits, and other non-recurring items. The Company also excludes the gains or losses from sales of assets incidental to the primary business of the REIT which specifically include the sales of mitigation credits, subsurface sales, investment securities, and land sales, in addition to the mark-to-market of the Company’s investment securities. Cash interest expense is also excluded from Pro Forma Adjusted EBITDA, and GAAP net income or loss is adjusted for the annualized impact of acquisitions, dispositions and other similar activities.
We believe that Pro Forma Adjusted EBITDA is an additional useful supplemental measure for investors to consider as it allows for a better assessment of our operating performance without the distortions created by other non-cash revenues, expenses or certain effects of the Company’s capital structure on our operating performance. Pro Forma Adjusted EBITDA may not be comparable to similarly titled measures employed by other companies.
Non-GAAP Financial Measures
Reconciliation of Net Debt Plus Preferred to Pro Forma Adjusted EBITDA
(Unaudited)
(In thousands)
| · · · Three Months Ended December 31, 2025 · | |||||||
|---|---|---|---|---|---|---|---|
| Net Income Attributable to the Company | | | | $28,335 | | | |
| Depreciation and Amortization of Real Estate | | | | | 15,411 | | |
| Gain on Disposition of Assets | | | | | (20,079) | | |
| Unrealized Gain & Realized Loss on Investment Securities | | | | | (5,919) | | |
| Distributions to Preferred Stockholders | | | | | (1,878) | | |
| Amortization of Intangibles to Lease Income | | | | | (110) | | |
| Straight-Line Rent Adjustment | | | | | (469) | | |
| Other Depreciation and Amortization | | | | | (1) | | |
| Amortization of Loan Costs & Capitalized Interest | | | | | 203 | | |
| Non-Cash Compensation | | | | | 936 | | |
| Other Non-Recurring Items(1) | | | | | (387) | | |
| Interest Expense, Net of Amortization of Loan Costs | | | | | 6,896 | | |
| Adjusted EBITDA | | | | $22,938 | | | |
| Annualized Adjusted EBITDA | | | | $91,752 | | | |
| Pro Forma Annualized Impact of Current Quarter Investments and Dispositions, Net(2) | | | | | 1,816 | | |
| Annualized Preferred Dividends | | | | | 7,512 | | |
| Pro Forma Adjusted EBITDA | | | | $101,080 | | | |
| Total Long-Term Debt | | | | $616,345 | | | |
| Financing Costs, Net of Accumulated Amortization | | | | | 2,455 | | |
| Cash and Cash Equivalents | | | | | (6,467) | | |
| Preferred Outstanding (at par value) | | | | | 117,827 | | |
| Net Debt | | | | $718,550 | | | |
| Net Debt to Pro Forma Adjusted EBITDA | | | | | 7.1x | | |
(1)
Includes non-recurring items such as termination fees, forfeitures of tenant security deposits, and other non-recurring items.
(2)
Reflects the pro forma annualized impact on Annualized Adjusted EBITDA of the Company’s investments and disposition activity during the three months ended December 31, 2025.
(3)
Includes only restricted cash held in escrow accounts to be reinvested through the like-kind exchange structure.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Your vote matters – here’s how to vote!You may vote online or by phone instead of mailing this card.OnlineGo to www.investorvote.com/CTO or scan the QR code — login details are located in the shaded bar below.PhoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories and CanadaSave paper, time and money! Sign up for electronic delivery at www.investorvote.com/CTO T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.T1.Election of Directors:ForAgainst AbstainForAgainst AbstainForAgainst Abstain 01- Mr. John P. Albright 04 - Ms. Laura M. Franklin 02- Mr. George R. Brokaw 05 - Mr. Christopher W. Haga 03- Mr. Christopher J. Drew 06 - Mr. R. Blakeslee Gable 2.Approve, on a non-binding advisory basis, the compensation of our named executive officers for the year ended December 31, 2025. ForAgainst Abstain 3.Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for fiscal year 2026. ForAgainst Abstain 4.Approve the CTO Realty Growth, Inc. Sixth Amended and Restated 2010 Equity Incentive Plan, replacing the Company’s Fifth Amended and Restated 2010 Equity Incentive Plan.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.6 3 B M04ABLB
2026 Annual Meeting Admission TicketThe 2026 Annual Meeting of Stockholders of CTO Realty Growth, Inc. will be held onWednesday, June 17, 2026 at 11:00 a.m. Eastern Time, virtually via the Internet at www.meetnow.global/M24KY7F.Important notice regarding availability on the Internet of proxy materials for the 2026 Annual Meeting of Stockholders.The materials are available at: www.edocumentview.com/CTOT IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.TNotice of Annual Meeting of StockholdersProxy Solicited by Board of Directors for Annual Meeting — June 17, 2026Laura M. Franklin and John P. Albright (the “Proxies”), or each or either of them, with full power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of CTO Realty Growth, Inc. to be held on June 17, 2026 or at any postponement or adjournment thereof.Shares represented by this proxy will be voted as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the six director nominees and FOR items 2, 3 and 4.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on reverse side)Change of Address — Please print new address below.Comments — Please print your comments below.
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