CTO Form 4: Director Equity Payment of 755 Shares Valued at $16.5445

Rhea-AI Filing Summary

Laura M. Franklin, a director of CTO Realty Growth, Inc. (CTO), acquired 755 shares of the company's common stock on 10/01/2025 at a price of $16.5445 per share. The shares were issued in lieu of the director's $12,500 third-quarter 2025 board retainer under the issuer's Non-Employee Director Compensation Policy, which uses the 20-day trailing average closing price to calculate share issuance. After the transaction, Ms. Franklin beneficially owns 57,231 shares, a total that includes 334.274 shares acquired through the issuer's dividend reinvestment plan since her prior Form 4 filing on 7/03/2025. The Form 4 was filed by an attorney-in-fact on 10/03/2025.

Positive

• Director received equity compensation instead of cash, aligning interests with shareholders
• Beneficial ownership increased to 57,231 shares, showing continued insider stock accumulation
• Transaction follows company policy using a 20-day trailing average price, indicating formulaic issuance

Negative

• None.

Insights

Corporate Governance Specialist

Director received equity in lieu of cash fees, modestly increasing ownership.

The filing shows a routine director compensation action where 755 shares were issued for a $12,500 board retainer using the 20-day trailing average price of $16.5445. This method is a common, formula-driven practice disclosed in the company's compensation policy.

The director's total beneficial ownership of 57,231 shares (including 334.274 DRIP shares) reflects incremental accumulation rather than a material change in control. The transaction is disclosure-driven and follows established policy; it is informational for shareholders monitoring insider holdings.

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^*

FRANKLIN LAURA M

(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		755	A	$16.5445(1)	57,231(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. These shares were issued to the Reporting Person in lieu of her 3rd quarter 2025 board retainer fee of $12,500 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. This amount includes 334.274 shares acquired through the Issuer's dividend reinvestment plan since July 3, 2025 (the date of the Reporting Person's prior Form 4 filing).

	/s/ Daniel E. Smith, attorney-in-fact for Laura M. Franklin	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 transaction did Laura M. Franklin report on Form 4 for CTO?

She reported the acquisition of 755 common shares on 10/01/2025 issued in lieu of a $12,500 board retainer.

At what price were the CTO shares issued to the director?

The shares were issued using the 20-day trailing average closing price of $16.5445 per share.

How many CTO shares does the reporting person beneficially own after the transaction?

The Form 4 reports beneficial ownership of 57,231 shares following the transaction.

Does the filing mention other share acquisitions since the prior Form 4?

Yes, it includes 334.274 shares acquired through the issuer's dividend reinvestment plan since 7/03/2025.

Why were the shares issued instead of paying cash?

The shares were issued pursuant to the issuer's Non-Employee Director Compensation Policy as payment in lieu of the cash retainer.