CTO Insider Christopher Haga Receives 1,265 Shares for Board Compensation

Rhea-AI Filing Summary

Christopher W. Haga, a director of CTO Realty Growth, Inc. (CTO), received 1,265 shares of common stock on 10/01/2025 as equity compensation in lieu of his quarterly board retainer and committee fees totaling $20,937.50. The share count was calculated using the issuer's Non-Employee Director Compensation Policy and a 20-day trailing average closing price of $16.54450 per share.

After this issuance, Mr. Haga beneficially owns 25,313 shares directly and is reported to have 28,520 shares indirectly held by the Elizabeth Bennett Haga Irrevocable Trust, of which his spouse is a beneficiary and trustee; Mr. Haga disclaims beneficial ownership of the trust shares in this filing.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Haga Christopher W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,265	$16.5445	$21K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 25,313 shares (Direct); Common Stock — 28,520 shares (Indirect, By The Elizabeth Bennett Haga Irrevocable Trust)

Footnotes (1)

1. These shares were issued to the Reporting Person in lieu of his 3rd 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 $16.54450. 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.

Form 4 Insider Transactions: What Each Field Means →

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).

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)
10/01/2025

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	10/01/2025		A		1,265	A	$16.5445(1)	25,313	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 3rd 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 $16.54450.

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	10/03/2025
	** 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 Christopher W. Haga receive on 10/01/2025?

He received 1,265 shares of CTO common stock issued in lieu of his Q3 board retainer and committee fees, calculated at $16.54450 per share.

How many CTO shares does Christopher W. Haga beneficially own after the transaction?

The report states Mr. Haga beneficially owns 25,313 shares directly and has an indirect interest in 28,520 shares held by the Elizabeth Bennett Haga Irrevocable Trust.

Why were shares issued instead of cash to Mr. Haga?

Shares were issued pursuant to the issuer's Non-Employee Director Compensation Policy to satisfy his board retainer and committee retainer fees totaling $20,937.50.

What price was used to determine the share issuance?

The company used the 20-day trailing average closing price as of the last business day of the quarter, equal to $16.54450 per share.

Does Mr. Haga claim ownership of shares held by the trust?

No. The filing states he disclaims beneficial ownership of the shares held by the Elizabeth Bennett Haga Irrevocable Trust.