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

Rhea-AI Filing Summary

CTO Realty Growth reported an insider equity award for its SVP & Chief Accounting Officer, Lisa M. Vorakoun. On January 12, 2026, she received 5,516 shares of common stock under a performance share award agreement, at a stated price of $0 per share. On the same date, she instructed the company to withhold 1,635 of those shares at $18.37 per share to cover payroll tax obligations. After these transactions, she beneficially owned 50,640 shares of common stock, which includes 15,798 shares of restricted stock that vest over time.

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^*

Vorakoun Lisa

(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 & CHIEF ACCOUNTING OFFICER

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		5,516(1)	A	$0	52,275(2)	D
Common Stock	01/12/2026		F		1,635(3)	D	$18.37	50,640(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. On January 12, 2026, the Issuer issued 5,516 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 15,798 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 1,635 of the Issued Shares to satisfy the Reporting Person's payroll tax liability.

	/s/ Daniel E. Smith, attorney-in-fact for Lisa M. Vorakoun	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).
** 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 Realty Growth, Inc.) disclose?

The company disclosed that its SVP & Chief Accounting Officer, Lisa M. Vorakoun, received 5,516 shares of common stock as a performance-based award on January 12, 2026, with part of the shares withheld to cover taxes.

How many CTO common shares were granted to the SVP & Chief Accounting Officer?

On January 12, 2026, the executive received 5,516 shares of CTO common stock, issued under a Performance Shares Award Agreement dated February 17, 2023.

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

The reporting person directed the company to withhold 1,635 shares of the issued stock at a price of $18.37 per share to satisfy payroll tax liabilities.

What is the executive’s total CTO share ownership after these transactions?

Following the reported transactions, the SVP & Chief Accounting Officer beneficially owned 50,640 shares of CTO common stock.

Does the reported CTO share ownership include restricted stock?

Yes. The reported ownership amount includes 15,798 shares of restricted common stock that vest over time and were previously reported.

Was the CTO insider transaction part of a performance award plan?

Yes. The 5,516 shares were issued under a Performance Shares Award Agreement between CTO Realty Growth, Inc. and the reporting person, dated February 17, 2023.