CTO Realty Growth (NYSE: CTO) SVP reports tax withholding on vested shares

Rhea-AI Filing Summary

CTO Realty Growth SVP & Chief Investment Officer Steven Robert Greathouse reported a tax-related share withholding tied to restricted stock vesting. On January 28, 2026, 14,430 previously awarded restricted common shares vested and became unrestricted, and 3,513 shares were withheld at $17.39 per share to cover his tax liability.

After this transaction, he beneficially owns 198,054 shares of CTO Realty Growth common stock, including 15,571 restricted shares that vest over time. The filing also notes a 3-share reduction to correct a typographical error in prior ownership reporting.

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^*

Greathouse Steven Robert

(Last) (First) (Middle)

1104 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 INVESTMENT OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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	01/28/2026		F		3,513(1)	D	$17.39	198,054(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 28, 2026, a total of 14,430 shares of restricted common stock of the Issuer previously awarded to the Reporting Person became vested and unrestricted. A portion of the vesting shares was withheld by the Issuer in order to satisfy the Reporting Person's tax liability.

2. This amount includes 15,571 shares of restricted common stock which vest over time, which were previously reported.

Remarks:

Total shares owned by the Reporting Person reflects decrease of 3 shares to correct a typographical error on prior Form 4 filings.

	/s/ Daniel E. Smith, attorney-in-fact for Steven R. Greathouse	01/30/2026
	** 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 Steven R. Greathouse?

CTO Realty Growth reported that SVP & Chief Investment Officer Steven Robert Greathouse had 3,513 common shares withheld at $17.39 per share on January 28, 2026. The withholding covered taxes on newly vested restricted stock previously awarded to him.

How many CTO (CTO) restricted shares vested for the SVP on January 28, 2026?

On January 28, 2026, a total of 14,430 restricted common shares of CTO Realty Growth previously awarded to Steven Robert Greathouse vested and became unrestricted. A portion of these vesting shares was withheld by the issuer to satisfy his tax liability.

How many CTO (CTO) shares does Steven R. Greathouse own after this Form 4?

Following the reported transaction, Steven Robert Greathouse beneficially owns 198,054 shares of CTO Realty Growth common stock. This total includes 15,571 restricted shares that will vest over time, in addition to already unrestricted shares he holds directly.

What does the $17.39 price represent in the CTO (CTO) Form 4 filing?

The Form 4 shows a price of $17.39 per share for 3,513 CTO Realty Growth common shares. These shares were withheld by the issuer from vested restricted stock on January 28, 2026, to satisfy Steven Robert Greathouse’s associated tax obligations.

What position does Steven R. Greathouse hold at CTO (CTO)?

Steven Robert Greathouse is reported as an officer of CTO Realty Growth, serving as SVP & Chief Investment Officer. He is not listed as a director or a 10% owner in this Form 4, which details his equity holdings and recent stock-based compensation event.

Did the CTO (CTO) Form 4 mention any corrections to prior share counts?

Yes. The filing states that total shares owned by Steven Robert Greathouse reflect a decrease of 3 shares to correct a typographical error in prior filings. This adjustment fine-tunes previously reported beneficial ownership without indicating an additional transaction.