CTO Realty (NYSE: CTO) CEO granted shares, withholds for taxes

Rhea-AI Filing Summary

CTO Realty Growth, Inc. reported an insider equity transaction by its President and CEO, John P. Albright, who is also a director. On January 12, 2026, he received 59,163 shares of common stock at a price of $0, issued under a Performance Shares Award Agreement dated February 17, 2023. On the same date, he instructed the company to withhold 23,702 of these shares at $18.37 per share to cover his payroll tax liability, a common method of satisfying tax obligations on stock awards without using cash.

After these transactions, Albright directly beneficially owned 670,008 shares of common stock, which includes 62,410 shares of restricted stock that vest over time, and indirectly held 355 shares through the Shanna E. Albright Rollover IRA. This filing documents changes in his ownership rather than any cash sale into the market.

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

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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^*

Albright John P

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2026

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	01/12/2026		A		59,163(1)	A	$0	693,710(2)	D
Common Stock	01/12/2026		F		23,702(3)	D	$18.37	670,008(2)	D
Common Stock								355	I	Shanna E. Albright Rollover IRA

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. On January 12, 2026, the Issuer issued 59,163 shares of its common stock (the "Issued Shares") to the Reporting Person. The Issued Shares were issued pursuant to a Performance Shares Award Agreement between the Issuer and the Reporting Person dated February 17, 2023, the form of which has been filed as an exhibit to the Issuer's annual report on Form 10-K for the year ended December 31, 2022.

2. This amount includes 62,410 shares of restricted common stock which vest over time, which were previously reported.

3. On January 12, 2026, the Reporting Person instructed the Issuer to withhold 23,702 of the Issued Shares to satisfy the Reporting Person's payroll tax liability.

	/s/ Daniel E. Smith, attorney-in-fact for John P. Albright	01/13/2026
	** 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).
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FAQ

What insider transaction did CTO (CTO) report for its CEO?

CTO Realty Growth, Inc. reported that President and CEO John P. Albright received 59,163 shares of common stock on January 12, 2026 under a Performance Shares Award Agreement.

How many CTO (CTO) shares were withheld for taxes in this Form 4?

On January 12, 2026, 23,702 of the awarded CTO common shares were withheld by the company at $18.37 per share to satisfy payroll tax obligations for the reporting person.

How many CTO (CTO) shares does the CEO own after this transaction?

Following the reported transactions, John P. Albright beneficially owned 670,008 CTO common shares directly and 355 shares indirectly through the Shanna E. Albright Rollover IRA.

What is the source of the CTO (CTO) shares granted to the CEO?

The 59,163 shares were issued pursuant to a Performance Shares Award Agreement dated February 17, 2023, which is referenced as an exhibit to CTO Realty Growth, Inc.'s Form 10-K for the year ended December 31, 2022.

Does the CTO (CTO) CEO hold restricted stock as part of this Form 4 filing?

Yes. The filing notes that the reported holdings include 62,410 shares of restricted common stock that vest over time and were previously reported.

Are any CTO (CTO) shares held indirectly for the CEO?

Yes. The Form 4 shows an indirect holding of 355 CTO common shares through the Shanna E. Albright Rollover IRA, in addition to the CEO's direct holdings.