Cornerstone (CRF) Director Disposes of 53,272 Shares in Two Trades

Rhea-AI Filing Summary

Matthew Morris, a director of Cornerstone Total Return Fund, Inc. (CRF), reported two open-market sales of the issuer's common stock. On 09/03/2025 he sold 18,272 shares at $7.87 per share, leaving him with 46,467.9092 shares beneficially owned immediately after that transaction. On 09/04/2025 he sold an additional 35,000 shares at $7.90, leaving 11,467.9092 shares beneficially owned after the second sale. The Form 4 notes the total share counts include shares acquired through the fund's dividend reinvestment plan since the prior Form 4 filing. The form is signed 09/05/2025.

Positive

• Timely and complete disclosure of insider transactions filed on Form 4 with share counts and prices
• Includes explanation that reported totals reflect shares from the fund's dividend reinvestment plan, improving clarity

Negative

• Substantial reduction in beneficial ownership: total holdings fell from 46,467.9092 to 11,467.9092 shares after the reported sales
• Large aggregate sale of 53,272 shares over two days could be perceived negatively by some investors

Insights

Corporate Governance Expert

TL;DR: Director filed timely disclosure for two open-market sales reducing his stake substantially.

The filing shows a director, Matthew Morris, executed two routine open-market dispositions over two consecutive days. The disclosure is complete and includes an explanation that cumulative holdings reflect dividend reinvestment plan activity. From a governance standpoint, timely public reporting meets Section 16 transparency requirements. The reduction in beneficial ownership from 46,467.9092 shares to 11,467.9092 shares is noteworthy for ownership concentration but the filing does not state any related-party transactions, 10b5-1 plan, or other qualifiers.

Securities Analyst

TL;DR: Insider sold 53,272 shares across two days at ~$7.87–$7.90; filing discloses DRIP impact on totals.

From a market perspective, the director executed sales of 18,272 shares at $7.87 and 35,000 shares at $7.90, totaling 53,272 shares sold. The reporting clarifies that post-transaction balances include dividend reinvestment plan purchases since the prior disclosure. The document contains no information on holdings as a percentage of outstanding shares or any planned future transactions, limiting assessment of market impact. Disclosure is specific and quantifies prices and share counts.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Morris Matthew

(Last) (First) (Middle)

1905 SHARP PL

(Street)

HOUSTON TX 77019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CORNERSTONE TOTAL RETURN FUND INC [ CRF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/03/2025		S		18,272	D	$7.87	46,467.9092(1)	D
Common Stock	09/04/2025		S		35,000	D	$7.9	11,467.9092(1)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The total shares in column (5) includes shares acquired through the Issuer's dividend reinvestment plan since the reporting person's previous Form 4 filing.

	/s/ Matthew Morris	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed this Form 4 for CRF and what is their role?

Matthew Morris filed the Form 4 and is identified as a Director of Cornerstone Total Return Fund, Inc.

What transactions are reported on the CRF Form 4 dated 09/05/2025?

Two open-market sales: 18,272 shares on 09/03/2025 at $7.87 and 35,000 shares on 09/04/2025 at $7.90.

How many CRF shares did the reporting person own after the reported transactions?

After the 09/03/2025 sale the reporter held 46,467.9092 shares; after the 09/04/2025 sale he held 11,467.9092 shares.

Does the filing explain why total shares include fractional amounts?

Yes. The filing states totals include shares acquired through the issuer's dividend reinvestment plan since the prior Form 4.

When was the Form 4 signed and filed?

The signature block shows the Form 4 was signed on 09/05/2025.