CTO Form 4: Senior Counsel Purchases 1,000 Shares

Rhea-AI Filing Summary

Daniel E. Smith, Senior Vice President, General Counsel & Corporate Secretary of CTO Realty Growth, Inc. (CTO), reported an insider purchase on 09/11/2025. He acquired 1,000 shares of the issuer's common stock at a price of $16.50 per share under a purchase transaction code "P". After this reported transaction, Mr. Smith directly beneficially owned 194,496 shares, which includes 22,103 restricted shares that vest over time.

The filing also discloses indirect holdings: 3,000 shares held in a WFCS Custodian Traditional IRA and 3,000 shares held as a Transfer-on-Death account for Kathyleen R. Smith; the reporting person disclaims beneficial ownership of those indirect accounts except to the extent of pecuniary interest. The Form 4 is signed by Daniel E. Smith on 09/11/2025.

Positive

• Insider purchase reported: Daniel E. Smith acquired 1,000 shares at $16.50, demonstrating a personal purchase of company stock.
• Complete disclosure of holdings: Form 4 shows direct ownership of 194,496 shares and discloses 22,103 restricted shares included in that total.

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider purchased 1,000 shares at $16.50, modestly increasing direct holdings to 194,496 shares.

The transaction represents a straightforward open-market purchase by a senior officer. The size of the purchase (1,000 shares) is small relative to the total direct holdings reported, so the market-impact and signal-to-investors are limited. The inclusion of 22,103 restricted shares in the reported total is material for calculating vested versus unvested exposure, but the filing contains no information on sale plans, option exercises, or changes to compensation structure. Overall, this is a routine Form 4 disclosure documenting an insider buy.

Corporate Governance Expert

TL;DR: Officer disclosed a routine purchase and standard indirect holdings; no governance red flags evident.

The filing identifies Mr. Smith's role and multiple ownership forms (direct and indirect), and includes the required explanatory note about durable power of attorney for indirect accounts. There are no atypical transactions, related-party transfers, or indications of trading pursuant to a Rule 10b5-1 plan stated on the form. Signature and explanatory footnotes are present and complete, indicating compliance with Section 16 reporting requirements.

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^*

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)
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	$16.5	194,496(1)	D
Common Stock								3,000	I	Kathyleen R. Smith WFCS Custodian Trad IRA(2)
Common Stock								3,000	I	Kathyleen R. Smith TOD(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	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 CTO insider Daniel E. Smith report on the Form 4?

He reported an open-market purchase of 1,000 shares of CTO common stock at $16.50 on 09/11/2025, increasing his direct holdings to 194,496 shares.

How many restricted shares are included in Daniel E. Smith's reported holdings?

The filing states that 22,103 shares are restricted common stock that vest over time and are included in the reported direct ownership total.

Does the Form 4 disclose any indirect holdings for the reporting person?

Yes. The filing discloses 3,000 shares in a WFCS Custodian Traditional IRA and 3,000 shares in a TOD account for Kathyleen R. Smith, with a disclaimer of beneficial ownership except for any pecuniary interest.

Was the transaction reported as part of a 10b5-1 plan or similar arrangement?

The Form 4 does not indicate that the transaction was made pursuant to a Rule 10b5-1(c) plan.

Who signed the Form 4 and when?

The Form 4 is signed by /s/ Daniel E. Smith with the signature date 09/11/2025.