Notes: September 3, 2020 -- CTO’s board of directors (the “CTO Board”) unanimously approved a plan for CTO to elect to be subject to tax as a real estate investment trust (“REIT”) for U.S. federal income tax purposes commencing with its taxable year ending December 31, 2020. CTO Realty Growth, Inc now intends to undertake a merger pursuant to which the surviving entity will be a corporation organized in the state of Maryland whose charter will include certain standard REIT ownership limitations and transfer restrictions applicable to its capital stock. On September 3, 2020, CTO entered into an Agreement and Plan of Merger, which we refer to as the “Merger Agreement,” with CTO NEWCO REIT, Inc., a Maryland corporation and a direct, wholly owned subsidiary of CTO (“NEWCO”). Pursuant to the Merger Agreement, CTO will merge with and into NEWCO, with NEWCO continuing as the surviving corporation. As a result of the merger, NEWCO will replace CTO as the publicly held corporation through which our operations are conducted, and promptly following the merger, NEWCO will be renamed “CTO Realty Growth, Inc.”