CTO Realty Growth (NYSE: CTO) director awarded 1,162 shares for Q4 2025 retainers

Rhea-AI Filing Summary

CTO Realty Growth, Inc. director Christopher W. Haga reported receiving common stock as part of his regular board compensation. On 01/02/2026, he was issued 1,162 shares of common stock in lieu of his 4th quarter 2025 cash 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 amount was calculated using a $18.01750 20-day trailing average closing price as of the last business day of the quarter.

After this grant, Haga beneficially owned 26,475 shares directly. An additional 28,520 shares are held by The Elizabeth Bennett Haga Irrevocable Trust, where his spouse is a beneficiary and trustee; he disclaims beneficial ownership of those shares.

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

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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^*

Haga Christopher W

(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		1,162	A	$18.0175(1)	26,475	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 4th quarter 2025 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 $18.01750.

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	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.

FAQ

What insider transaction did CTO director Christopher W. Haga report?

Christopher W. Haga reported receiving 1,162 shares of CTO Realty Growth, Inc. common stock on 01/02/2026 as part of his director compensation.

At what price were the CTO shares issued to director Christopher W. Haga?

The 1,162 shares were calculated using a $18.01750 per-share price, based on the 20-day trailing average closing price as of the last business day of the 2025 fourth quarter.

What compensation did the CTO share grant replace for Christopher W. Haga?

The shares were issued in lieu of a $12,500 4th quarter 2025 board retainer and $8,437.50 in committee retainer fees under the company’s Non-Employee Director Compensation Policy.

How many CTO shares does Christopher W. Haga own directly after this transaction?

Following the reported transaction, Christopher W. Haga beneficially owned 26,475 shares of CTO common stock directly.

What is the nature of the CTO shares held by The Elizabeth Bennett Haga Irrevocable Trust?

The trust holds 28,520 shares of CTO common stock. Haga’s spouse is both a beneficiary and trustee of the trust, and Haga disclaims beneficial ownership of those shares.

Under what policy were the CTO shares granted to director Christopher W. Haga?

The grant was made under CTO’s Non-Employee Director Compensation Policy, adopted on February 27, 2019 and last amended on February 14, 2024.