CTO Insider Purchase: Philip Mays Increases Stake to 14,841 Shares

Rhea-AI Filing Summary

CTO Realty Growth insider Philip R. Mays (SVP, CFO & Treasurer) purchased 1,000 shares of CTO common stock on 09/11/2025 at a weighted-average price of $16.6067 per share. Following the transaction, Mr. Mays beneficially owns 14,841 shares, which includes 12,841 restricted shares that vest over time and were previously reported. The filing was submitted by an attorney-in-fact on behalf of Mr. Mays and discloses the purchase prices ranged from $16.59 to $16.63, with the reporter offering to provide breakdowns on request.

Positive

• Insider purchase: Reporting person acquired 1,000 shares on 09/11/2025 at a weighted-average price of $16.6067.
• Increased beneficial ownership: Reporting person now beneficially owns 14,841 shares, including 12,841 restricted shares that vest over time.
• Transparent pricing disclosure: Weighted-average price disclosed with range $16.59 to $16.63 and offer to provide breakdowns on request.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchase of 1,000 CTO shares signals management buying at ~ $16.61, modestly increasing insider stake.

The transaction is a straightforward open-market acquisition of 1,000 shares at a weighted-average price of $16.6067, increasing the reporting person's beneficial ownership to 14,841 shares including previously reported restricted stock. For investors, an officer-level purchase can be a mild positive signal of confidence in the company, but the purchase size relative to total outstanding shares is not disclosed here so material market impact cannot be assessed from this filing alone.

Corporate Governance Expert

TL;DR: Proper Form 4 disclosure filed; restricted shares noted and attorney-in-fact signature documented.

The filing complies with Section 16 reporting requirements and includes an explicit explanation of the weighted-average purchase price range and the existence of 12,841 restricted shares that vest over time. The report was signed by an attorney-in-fact, with the reporting person identified and relationship to the issuer clearly stated. No amendments or corrections are indicated.

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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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^*

Mays Philip

(Last) (First) (Middle)

369 N. NEW YORK AVE

SUITE 201

(Street)

WINTER PARK FL 32789

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		P		1,000	A	$16.6067(1)	14,841(2)	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 price reported is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $16.59 to $16.63, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.

2. This amount includes 12,841 shares of restricted common stock which vest over time, which were previously reported.

	/s/ Daniel E. Smith, attorney-in-fact for Philip R. Mays	09/11/2025
	** 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

What did Philip R. Mays purchase in the CTO Form 4 filing?

The filing shows Philip R. Mays purchased 1,000 shares of CTO common stock on 09/11/2025.

At what price were the CTO shares purchased according to the Form 4?

The shares were acquired at a weighted-average price of $16.6067, with individual trade prices ranging from $16.59 to $16.63.

How many CTO shares does the reporting person own after the transaction?

After the purchase, the reporting person beneficially owns 14,841 shares, which include 12,841 restricted shares previously reported.

Who filed the Form 4 for Philip R. Mays?

The Form 4 was signed and filed by Daniel E. Smith, attorney-in-fact for Philip R. Mays on 09/11/2025.

Does the filing explain the range of purchase prices?

Yes. The filing states the weighted-average price reflects multiple transactions at prices from $16.59 to $16.63 and offers to provide per-trade breakdowns on request.