CTO Realty Growth (CTO) director granted 3,462-share, $62.5K stock award

Rhea-AI Filing Summary

CTO Realty Growth, Inc. director R. Blakeslee Gable reported an acquisition of common stock through an equity award. On February 11, 2026, he received 3,462 shares at a price of $18.05 per share as his $62,500 “Annual Award” under the company’s Non-Employee Director Compensation Policy. After this grant, he directly beneficially owned 50,877 shares of CTO common stock.

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^*

Gable Robert Blakeslee

(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)	50,877	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 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 R. Blakeslee Gable	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 director R. Blakeslee Gable report?

Gable reported receiving an equity award of CTO Realty Growth common stock. On February 11, 2026, he was granted 3,462 shares as part of his non-employee director compensation, increasing his directly held position to 50,877 shares after the transaction.

Was the CTO (CTO) insider Form 4 transaction a stock purchase or an award?

The Form 4 shows an award, not an open-market purchase. Director R. Blakeslee Gable acquired 3,462 shares as his $62,500 Annual Award under CTO Realty Growth’s Non-Employee Director Compensation Policy, based on a formula using recent average closing prices.

At what price were the CTO shares granted to director R. Blakeslee Gable?

The shares were valued at $18.05 per share. CTO Realty Growth calculated the grant by dividing Gable’s $62,500 Annual Award by the 20-day trailing average closing price as of February 5, 2026, resulting in 3,462 common shares issued.

How many CTO shares does R. Blakeslee Gable own after this Form 4 transaction?

After the award, Gable directly beneficially owns 50,877 shares of CTO common stock. This figure reflects his holdings immediately following the February 11, 2026 grant of 3,462 shares reported as an acquisition on the Form 4 filing.

How was the number of CTO shares in the director’s Annual Award determined?

The company used a $62,500 award amount and divided it by the 20-day trailing average closing price of CTO shares as of February 5, 2026, which was $18.05. This formula produced the 3,462 shares granted to the director.