Form 4: Haga Christopher W reports acquisition/exercise transactions in CTO

Rhea-AI Filing Summary

Haga Christopher W reported acquisition or exercise transactions in a Form 4 filing for CTO. The filing lists transactions totaling 3,462 shares at a weighted average price of $18.05 per share. Following the reported transactions, holdings were 29,937 shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Haga Christopher W

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,462	$18.05	$62K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 29,937 shares (Direct); Common Stock — 28,520 shares (Indirect, By The Elizabeth Bennett Haga Irrevocable Trust)

Footnotes (1)

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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).

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^*

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)
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)	29,937	D
Common Stock								28,520	I	By The Elizabeth Bennett Haga Irrevocable Trust

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.

	/s/ Daniel E. Smith, attorney-in-fact for Christopher W. Haga	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.
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) report for Christopher W. Haga?

Christopher W. Haga received 3,462 CTO shares as an equity grant. The award was his $62,500 Annual Award under the Non-Employee Director Compensation Policy, based on a 20-day trailing average share price of $18.05 as of February 5, 2026.

Was the CTO (CTO) insider transaction an open-market purchase or a grant?

The CTO transaction was a share grant, not an open-market trade. Haga’s 3,462 shares were issued as his $62,500 Annual Award under the company’s Non-Employee Director Compensation Policy, using a calculated average share price instead of a market purchase.

How many CTO (CTO) shares does Christopher W. Haga own after the reported grant?

After the grant, Haga directly owns 29,937 CTO common shares. The Form 4 also reports indirect ownership of 28,520 additional shares held through The Elizabeth Bennett Haga Irrevocable Trust, reflecting both direct and indirect beneficial holdings after the award.

What price per share was used for Christopher W. Haga’s CTO (CTO) Annual Award?

The award used a CTO share price of $18.05. Under the director compensation policy, the company calculated the 3,462-share grant using the 20-day trailing average closing price as of February 5, 2026, for a total award value of $62,500.

What is the basis of the $62,500 Annual Award reported for CTO (CTO) director Haga?

The $62,500 Annual Award is set by CTO’s director compensation policy. The policy grants non-employee directors equity each year, with the number of shares determined by dividing the fixed dollar award by a 20-day trailing average closing stock price.