Certificate of Incorporation/Bylaws - Form 8-K

On March 28, 2024, CTO Realty Growth, Inc. (the "Company") filed Articles Supplementary (the "Additional Series A Articles Supplementary") to the Company's charter with the State Department of Assessments and Taxation of Maryland to classify and designate 3,000,000 shares of the Company's authorized but unissued preferred stock, par value $0.01 per share, as additional shares of 6.375% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share (the "Series A Preferred Stock"), with the powers, preferences and privileges as set forth in the Articles Supplementary filed as Exhibit 3.2 to the Company's Registration Statement on Form 8-A, filed with the U.S. Securities and Exchange Commission on July 1, 2021 (the "July 2021 Series A Articles Supplementary"). The Additional Series A Articles Supplementary became effective upon filing on March 28, 2024, and upon such effectiveness, the Company was authorized to issue an aggregate of 5,978,808 shares of Series A Preferred Stock (which reflects the previous repurchase by the Company of 21,192 shares of Series A Preferred Stock).

A copy of the Additional Series A Articles Supplementary is filed as Exhibit 3.1 to this Current Report on Form 8-K, and the information in the July 2021 Series A Articles Supplementary is incorporated into this Item 5.03 by reference. The foregoing description of the terms of the Additional Series A Articles Supplementary in this Item 5.03 is qualified in its entirety by reference to Exhibit 3.1 hereto and the July 2021 Series A Articles Supplementary.