CTO Form 4: 982-share retainer issuance to director

Rhea-AI Filing Summary

Christopher J. Drew, a director of CTO Realty Growth, Inc. (CTO), was issued 982 shares of the issuer's common stock on 10/01/2025 as payment in lieu of his quarterly board retainer and committee fees. The shares were calculated using the Policy's 20-day trailing average closing price of $16.54450, which produced a total issuance equivalent to the director fees of $16,250 in aggregate cash value (derived from stated retainer amounts of $12,500 and $3,750). After the grant, Mr. Drew beneficially owned 22,181 shares directly. The Form 4 was signed by an attorney-in-fact on 10/03/2025.

Positive

• 982 shares issued under the established Non-Employee Director Compensation Policy, reflecting transparent governance
• Issuance converts $16,250 of cash compensation into equity, conserving company cash

Negative

• None.

Insights

Corporate Governance Analyst

Director received equity in lieu of cash compensation: 982 shares on 10/01/2025.

This issuance follows the company's Non-Employee Director Compensation Policy and converts the director's quarterly retainer of $12,500 plus committee fees of $3,750 into equity using the 20-day trailing average closing price of $16.54450.

Issuing shares for fees is a routine governance action that preserves company cash and slightly increases insider equity ownership to 22,181 shares for Mr. Drew; the transaction is standard, disclosed, and executed under the existing policy.

The concrete item to track from this filing is the 10/01/2025 issuance date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Drew Christopher J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	982	$16.5445	$16K

Holdings After Transaction: Common Stock — 22,181 shares (Direct)

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).

1. Name and Address of Reporting Person^*

Drew Christopher J

(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		982	A	$16.5445(1)	22,181	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 his 3rd quarter 2025 board retainer fee of $12,500 and committee retainer fees of $3,750 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.

	/s/ Daniel E. Smith, attorney-in-fact for Christopher J. Drew	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 director Christopher J. Drew receive on 10/01/2025?

He was issued 982 shares of CTO common stock as payment in lieu of his 3rd quarter board retainer and committee fees.

How was the number of shares for Christopher J. Drew calculated?

The shares were calculated using the 20-day trailing average closing price of $16.54450 as of the last business day of the quarter.

How many CTO shares does Christopher J. Drew beneficially own after the transaction?

Following the issuance, he beneficially owned 22,181 shares.

What cash amount did the equity issuance replace for the director fees?

The issuance replaced a combined retainer of $12,500 and committee fees of $3,750, totaling $16,250 in fees.

When was the Form 4 signed and filed for this transaction?

The Form 4 is signed by counsel on 10/03/2025 and reports the transaction date of 10/01/2025.