CTO Realty (CTO) director granted $62,500 in stock award

Rhea-AI Filing Summary

CTO Realty Growth director Laura M. Franklin received a stock grant as part of her annual board compensation. On February 11, 2026, she acquired 3,462 shares of common stock at a share price of $18.05, reflecting a $62,500 Annual Award under the company’s Non-Employee Director Compensation Policy.

Following this award, she beneficially owns 61,386 shares of CTO Realty Growth common stock, held directly. The number of shares granted was based on the 20-day trailing average closing price as of February 5, 2026, as specified in the compensation policy.

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
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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^*

FRANKLIN LAURA M

(Last) (First) (Middle)

1140 N. WILLIAMSON BLVD.

SUITE 140

(Street)

DAYTONA BEACH FL 32114

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CTO Realty Growth, Inc. [ CTO ]

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)
02/11/2026

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	02/11/2026		A		3,462	A	$18.05(1)	61,386	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. These shares were issued to the Reporting Person as her $62,500 "Annual Award" pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy") adopted by the Issuer's board of directors on February 27, 2019 (last amended February 14, 2024). Pursuant to the Policy, the share price utilized to calculate the number of shares issued was the 20-day trailing average closing price as of February 5, 2026, or $18.05000.

	/s/ Daniel E. Smith, attorney-in-fact for Laura M. Franklin	02/13/2026
	** 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

What insider transaction did CTO director Laura M. Franklin report?

Laura M. Franklin reported receiving a stock grant from CTO Realty Growth. She acquired 3,462 shares of common stock on February 11, 2026, as part of her $62,500 Annual Award under the company’s Non-Employee Director Compensation Policy.

How many CTO (CTO) shares does Laura M. Franklin own after this grant?

After the reported grant, Laura M. Franklin beneficially owns 61,386 CTO Realty Growth common shares. These shares are held directly in her name, reflecting the addition of 3,462 shares from her 2026 Annual Award under the non-employee director compensation policy.

How was the number of CTO shares in the Annual Award calculated?

The number of CTO Realty Growth shares was calculated using a $62,500 award value. The company applied a 20-day trailing average closing price of $18.05 as of February 5, 2026, resulting in 3,462 shares being issued to director Laura M. Franklin.

What is the nature of Laura M. Franklin’s CTO share acquisition?

Laura M. Franklin’s CTO share acquisition is a grant, not an open-market purchase. The filing describes it as her $62,500 Annual Award under CTO Realty Growth’s Non-Employee Director Compensation Policy, representing a compensatory stock award for her board service.

What compensation policy governs the CTO director’s stock award?

The stock award is governed by CTO Realty Growth’s Non-Employee Director Compensation Policy. This policy was adopted on February 27, 2019 and last amended on February 14, 2024, and it specifies using a 20-day trailing average closing price to determine share awards.