CTO Realty Growth (CTO) SVP reports gifted common stock holdings

Rhea-AI Filing Summary

CTO Realty Growth, Inc. insider Daniel E. Smith, the company’s SVP, General Counsel and Corporate Secretary, reported gifting shares of company common stock. On December 26, 2025, and December 29, 2025, he reported transactions coded “G,” indicating gifts of common stock at a reported price of $0 per share. After these transactions, he directly beneficially owned 192,301 shares of CTO common stock, which includes 22,103 shares of restricted stock that vest over time.

In addition to his direct holdings, the filing notes 3,000 shares held in an account titled “Kathyleen R. Smith TOD” and 3,000 shares held in a “WFCS Custodian Trad IRA” account. Smith may be regarded as the beneficial owner of the shares in these accounts due to a durable power of attorney giving him voting and disposition authority, but he disclaims beneficial ownership beyond his pecuniary interest.

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^*

Smith Daniel Earl

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, GEN COUNSEL & CORP SECRET

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2025

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	12/26/2025		G		195.1044	D	$0	194,301(1)	D
Common Stock	12/29/2025		G		2,000	D	$0	192,301(1)	D
Common Stock								3,000	I	Kathyleen R. Smith TOD(2)
Common Stock								3,000	I	Kathyleen R. Smith WFCS Custodian Trad IRA(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. This amount includes 22,103 shares of restricted common stock which vest over time, which were previously reported.

2. The Reporting Person may be regarded as the beneficial owner of the shares of the Issuer's common stock held in this account as a result of a durable power of attorney pursuant to which the Reporting Person has the authority to direct the voting and disposition of such shares. The Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock held in this account except to the extent of his pecuniary interest therein.

	/s/ Daniel E. Smith	12/30/2025
	** 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 insider transaction did CTO (CTO) report in this Form 4?

The filing reports that Daniel E. Smith, an officer of CTO Realty Growth, Inc., made transactions coded “G,” indicating gifts of common stock on December 26, 2025, and December 29, 2025, at a reported price of $0 per share.

Who is the reporting person in this CTO (CTO) insider filing?

The reporting person is Daniel E. Smith, who serves as SVP, General Counsel & Corporate Secretary of CTO Realty Growth, Inc. He filed the Form 4 as a single reporting person.

How many CTO shares does Daniel E. Smith own directly after the reported transactions?

Following the reported gift transactions, Daniel E. Smith directly beneficially owned 192,301 shares of CTO common stock. This total includes 22,103 shares of restricted common stock that vest over time and were previously reported.

What are the indirect CTO holdings referenced in the Form 4 for Daniel E. Smith?

The filing lists 3,000 CTO common shares held in an account titled “Kathyleen R. Smith TOD” and another 3,000 shares in a “Kathyleen R. Smith WFCS Custodian Trad IRA”. Smith may be regarded as beneficial owner due to a durable power of attorney but disclaims beneficial ownership except for his pecuniary interest.

What does transaction code "G" mean in this CTO (CTO) Form 4?

Transaction code “G” in the Form 4 indicates a gift of securities. In this case, the code applies to the reported transfers of CTO common stock at a price of $0 per share on the specified dates.

Does the CTO Form 4 mention restricted stock held by Daniel E. Smith?

Yes. The explanation of responses states that the reported total includes 22,103 shares of restricted common stock that vest over time, and these restricted shares were previously reported.