CTO Realty Growth director receives shares as board fee payment

CTO Realty Growth, Inc. reported that director Laura M. Franklin received common stock as part of her regular board compensation.

Accepted by SEC EDGAR 01/02/2026 - 09:45 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CTO Realty Growth, Inc. reported that director Laura M. Franklin received common stock as part of her regular board compensation. On 01/02/2026, she was issued 693 shares of common stock in lieu of her fourth quarter 2025 board retainer fee of $12,500 under the company’s Non-Employee Director Compensation Policy. The number of shares was calculated using a $18.01750 share price, based on the 20-day trailing average closing price as of the last business day of the calendar quarter.

Following this issuance, Franklin beneficially owned 57,924 shares of CTO Realty Growth, Inc. common stock, held directly.

Insider Trade Summary

Grant/Award: 693 shares

Grant/Award 1 txn

Insider FRANKLIN LAURA M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	693	$18.0175	$12K

Holdings After Transaction: Common Stock — 57,924 shares (Direct)

Footnotes (1)

1. F1. These shares were issued to the Reporting Person in lieu of her 4th quarter 2025 board retainer fee of $12,500 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 the last business day of the calendar quarter, or $18.01750.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CTO (CTO Realty Growth, Inc.) report?

A director, Laura M. Franklin, received 693 shares of CTO Realty Growth, Inc. common stock as part of her board compensation on 01/02/2026.

Why did director Laura M. Franklin receive 693 CTO shares?

She received 693 shares in lieu of her $12,500 fourth quarter 2025 board retainer fee under the company’s Non-Employee Director Compensation Policy.

What price was used to calculate the CTO shares issued to the director?

The number of shares was based on a share price of $18.01750, using the 20-day trailing average closing price as of the last business day of the calendar quarter.

How many CTO shares does Laura M. Franklin own after this transaction?

After the issuance, Laura M. Franklin beneficially owned 57,924 shares of CTO Realty Growth, Inc. common stock, held directly.

What is Laura M. Franklin’s relationship to CTO Realty Growth, Inc.?

She is a director of CTO Realty Growth, Inc., as indicated in the filing.

Was this CTO insider transaction part of a compensation policy?

Yes. The shares were issued pursuant to the company’s Non-Employee Director Compensation Policy, adopted on February 27, 2019 and last amended on February 14, 2024.

Where is the price reference date described for the CTO share award?

The Policy specifies that the price is based on the 20-day trailing average closing price as of the last business day of the calendar quarter.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

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)
01/02/2026

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	01/02/2026		A		693	A	$18.0175(1)	57,924	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 in lieu of her 4th quarter 2025 board retainer fee of $12,500 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 the last business day of the calendar quarter, or $18.01750.

	/s/ Daniel E. Smith, attorney-in-fact for Laura M. Franklin	01/02/2026
	** 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.