Director at CTO Realty (NYSE: CTO) granted 3,462 common shares

Rhea-AI Filing Summary

Brokaw George R reported acquisition or exercise transactions in this Form 4 filing.

CTO Realty Growth director George R. Brokaw received an equity grant of 3,462 shares of common stock as his $62,500 annual award. The grant was made on February 11, 2026 under the company’s Non-Employee Director Compensation Policy, using a 20-day average share price of $18.05.

Following this award, Brokaw directly beneficially owns 96,266 common shares. He also has indirect beneficial ownership of 3,858 common shares held by the Babette Brokaw Revocable Trust, where he serves as beneficiary and trustee.

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^*

Brokaw George R

(Last) (First) (Middle)

1140 N. WILLIAMSON BLVD.

(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)
02/11/2026

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	02/11/2026		A		3,462	A	$18.05(1)	96,266	D
Common Stock								3,858	I	Babette Brokaw Revocable 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 as his $62,500 "Annual Award" 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 February 5, 2026, or $18.05000.

2. These securities are held directly by the above-named trust, of which the Reporting Person is a beneficiary and trustee.

	/s/ Daniel E. Smith, attorney-in-fact for George R. Brokaw	02/13/2026
	** 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.
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FAQ

What insider transaction did CTO director George R. Brokaw report in this Form 4 for CTO?

George R. Brokaw reported receiving 3,462 CTO Realty Growth common shares as an equity grant. The award represents his $62,500 annual compensation under the Non-Employee Director Compensation Policy and was based on a 20-day trailing average share price of $18.05.

How was the number of CTO shares in George R. Brokaw’s annual award calculated?

The 3,462 CTO shares were calculated using a grant value of $62,500 divided by a share price of $18.05. That price was the 20-day trailing average closing price as of February 5, 2026, as specified in the director compensation policy.

How many CTO Realty shares does George R. Brokaw beneficially own after this award?

After the grant, Brokaw beneficially owns 96,266 CTO common shares directly. In addition, he has indirect beneficial ownership of 3,858 common shares held by the Babette Brokaw Revocable Trust, where he is both a beneficiary and trustee.

Was George R. Brokaw’s CTO stock transaction a market purchase or a compensation grant?

The transaction was a compensation grant, not a market purchase. CTO Realty Growth issued 3,462 common shares to Brokaw as his $62,500 annual equity award under the Non-Employee Director Compensation Policy, based on a calculated average share price of $18.05.

What is the role of the Babette Brokaw Revocable Trust in George R. Brokaw’s CTO holdings?

The Babette Brokaw Revocable Trust holds 3,858 CTO common shares, reported as indirectly owned by Brokaw. He is a beneficiary and trustee of the trust, which means those shares are attributed to him as indirect beneficial ownership in the Form 4.