CTO Realty Growth (CTO) director awarded 1,004 shares as Q2 2026 board fees

Rhea-AI Filing Summary

Haga Christopher W reported acquisition or exercise transactions in this Form 4 filing.

CTO Realty Growth director Christopher W. Haga reported a stock-based compensation grant and an indirect trust holding. He received 1,004 shares of common stock directly as a grant or award at a price of $20.8345 per share, issued instead of his second-quarter 2026 board retainer fee of $12,500 and committee retainer fees of $8,437.50 under the company’s Non-Employee Director Compensation Policy.

The share count was calculated using the 20-day trailing average closing price of $20.83450 as of the last business day of the quarter. After this grant, Haga directly holds 32,049 common shares. A separate 28,520-share position is held indirectly by The Elizabeth Bennett Haga Irrevocable Trust, where his spouse is a beneficiary and trustee, and for which he disclaims beneficial ownership.

Insights

Equity compensation analyst

Routine stock grant replaces cash retainers for CTO Realty Growth director.

Director Christopher W. Haga received 1,004 shares of CTO Realty Growth, Inc. common stock as compensation in lieu of cash board and committee retainers totaling $20,937.50. The grant price was based on a 20-day trailing average of $20.83450.

This is a non-market, compensation-related acquisition coded as an A transaction, not an open-market purchase. After the grant, Haga directly holds 32,049 shares, suggesting a modest, routine adjustment to his equity stake rather than a directional bet.

An additional 28,520 shares are held by The Elizabeth Bennett Haga Irrevocable Trust, where his spouse is beneficiary and trustee. Haga expressly disclaims beneficial ownership of those trust shares, so they carry limited signal about his personal trading or incentives.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Haga Christopher W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,004	$20.8345	$21K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 32,049 shares (Direct, null); Common Stock — 28,520 shares (Indirect, By The Elizabeth Bennett Haga Irrevocable Trust)

Footnotes (1)

1. These shares were issued to the Reporting Person in lieu of his 2nd quarter 2026 board retainer fee of $12,500 and committee retainer fees of $8,437.50 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 $20.83450. The Reporting Person's spouse is both a beneficiary and a trustee of the above-named trust. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock held by said trust, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares of the Issuer's common stock held by said trust for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Key Figures

Stock grant shares: 1,004 shares Grant price: $20.83450 per share Board retainer fee: $12,500 +4 more

7 metrics

Stock grant shares 1,004 shares Common stock granted in lieu of Q2 2026 retainers

Grant price $20.83450 per share 20-day trailing average closing price

Board retainer fee $12,500 Second-quarter 2026 board retainer replaced with shares

Committee retainer fees $8,437.50 Q2 2026 committee retainers paid in stock

Direct holdings after grant 32,049 shares Common stock directly owned post-transaction

Trust holdings 28,520 shares Common stock held by Elizabeth Bennett Haga Irrevocable Trust

Total cash fees converted $20,937.50 Sum of board and committee retainers converted to stock

Key Terms

Non-Employee Director Compensation Policy, 20-day trailing average closing price, beneficial ownership, Section 16 of the Securities Exchange Act of 1934, +1 more

5 terms

Non-Employee Director Compensation Policy financial

"pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy") adopted by the Issuer's board of directors"

20-day trailing average closing price financial

"the share price utilized to calculate the number of shares issued was the 20-day trailing average closing price"

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock held by said trust"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Section 16 of the Securities Exchange Act of 1934 regulatory

"for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose"

A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.

Form 4 regulatory

"and this report shall not be deemed an admission that the Reporting Person is the beneficial owner"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/01/2026 - 04:32 PM Accepted by SEC EDGAR 07/01/2026 - 04:30 PM Learn about SEC filing dates

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^*

Haga Christopher W

(Last) (First) (Middle)

1140 N. WILLIAMSON BLVD.

SUITE 140

(Street)

DAYTONA BEACH FLORIDA 32114

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026

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

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

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

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	07/01/2026		A		1,004	A	$20.8345(1)	32,049	D
Common Stock								28,520	I	By The Elizabeth Bennett Haga Irrevocable Trust(2)

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 his 2nd quarter 2026 board retainer fee of $12,500 and committee retainer fees of $8,437.50 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 $20.83450.

2. The Reporting Person's spouse is both a beneficiary and a trustee of the above-named trust. The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock held by said trust, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares of the Issuer's common stock held by said trust for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Daniel E. Smith, attorney-in-fact for Christopher W. Haga	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CTO director Christopher W. Haga report on this Form 4 for CTO?

Christopher W. Haga reported receiving 1,004 CTO common shares as a grant. The shares were issued as stock-based compensation in lieu of his second-quarter 2026 board and committee cash retainers, under CTO Realty Growth’s Non-Employee Director Compensation Policy.

At what price was Christopher W. Haga’s CTO stock grant calculated and how was it determined?

The 1,004-share grant was calculated using a share price of $20.83450. This price reflected the 20-day trailing average closing price of CTO common stock as of the last business day of the calendar quarter, as specified in the company’s director compensation policy.

How many CTO Realty Growth shares does Christopher W. Haga hold directly after this reported grant?

Following the grant, Christopher W. Haga directly holds 32,049 shares of CTO common stock. This position reflects only his direct ownership and excludes any shares held through related trusts, which are reported separately with explicit beneficial ownership disclaimers.

What is the role of The Elizabeth Bennett Haga Irrevocable Trust in CTO Realty Growth share ownership?

The Elizabeth Bennett Haga Irrevocable Trust holds 28,520 CTO common shares. Haga’s spouse is both a beneficiary and trustee of the trust. Haga disclaims beneficial ownership of these shares, meaning they are attributed to the trust rather than to him personally for ownership analysis.

Was Christopher W. Haga’s CTO stock grant an open-market purchase or a compensation award?

The transaction was a compensation award, not an open-market purchase. It is coded as an “A” transaction, reflecting shares granted in lieu of cash board and committee fees under CTO Realty Growth’s Non-Employee Director Compensation Policy rather than a discretionary market buy.