CTO Realty (CTO) director paid $12.5K board retainer in stock

Rhea-AI Filing Summary

FRANKLIN LAURA M reported acquisition or exercise transactions in this Form 4 filing.

CTO Realty Growth, Inc. director Laura M. Franklin received a grant of 661 shares of common stock on April 1, 2026. The shares were issued in lieu of her first quarter 2026 board retainer fee of $12,500 under the company’s Non-Employee Director Compensation Policy, using a 20-day trailing average share price of $18.8835. After this grant and additional shares accumulated through the dividend reinvestment plan, she directly holds 62,342 shares of CTO common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider FRANKLIN LAURA M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	661	$18.8835	$12K

Holdings After Transaction: Common Stock — 62,342 shares (Direct)

Footnotes (1)

1. These shares were issued to the Reporting Person in lieu of her 1st quarter 2026 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 $18.88350. This amount includes 294.765 shares acquired through the Issuer's dividend reinvestment plan since February 13, 2026 (the date of the Reporting Person's prior Form 4 filing).

Key Figures

Stock grant: 661 shares Implied retainer value: $12,500 Grant price: $18.8835 per share +2 more

5 metrics

Stock grant 661 shares Common stock granted on April 1, 2026 as board retainer

Implied retainer value $12,500 First quarter 2026 board retainer paid in stock

Grant price $18.8835 per share 20-day trailing average closing price used for grant

Post-transaction holdings 62,342 shares Total CTO common shares directly held after grant

DRIP shares 294.765 shares Acquired via dividend reinvestment plan since February 13, 2026

Key Terms

Non-Employee Director Compensation Policy, board retainer fee, 20-day trailing average closing price, dividend reinvestment plan

4 terms

Non-Employee Director Compensation Policy financial

"pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy")"

board retainer fee financial

"in lieu of her 1st quarter 2026 board retainer fee of $12,500"

20-day trailing average closing price financial

"the share price utilized to calculate the number of shares issued was the 20-day trailing average closing price"

dividend reinvestment plan financial

"includes 294.765 shares acquired through the Issuer's dividend reinvestment plan"

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

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^*

FRANKLIN LAURA M

(Last) (First) (Middle)

1140 N. WILLIAMSON BLVD.

SUITE 140

(Street)

DAYTONA BEACH FLORIDA 32114

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		A		661	A	$18.8835(1)	62,342(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 1st quarter 2026 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 $18.88350.

2. This amount includes 294.765 shares acquired through the Issuer's dividend reinvestment plan since February 13, 2026 (the date of the Reporting Person's prior Form 4 filing).

	/s/ Daniel E. Smith, attorney-in-fact for Laura M. Franklin	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did CTO director Laura M. Franklin report?

Director Laura M. Franklin reported receiving 661 CTO shares as a stock grant. The grant represents her first quarter 2026 board retainer, paid in stock instead of cash under the company’s Non-Employee Director Compensation Policy.

How was the number of CTO shares for Laura Franklin’s retainer calculated?

The 661 CTO shares were calculated using a 20-day trailing average closing price of $18.8835. This price converted her $12,500 first quarter 2026 board retainer into an equivalent number of common shares.

How many CTO shares does Laura Franklin hold after this Form 4 transaction?

After the April 1, 2026 grant, Laura Franklin directly holds 62,342 CTO shares. This total includes 294.765 shares acquired since February 13, 2026 through the company’s dividend reinvestment plan.

Was Laura Franklin’s CTO stock grant an open-market purchase or compensation?

The 661-share transaction was compensation, not an open-market purchase. The shares were issued in lieu of a $12,500 board retainer fee under CTO Realty Growth’s Non-Employee Director Compensation Policy.

What role did CTO’s dividend reinvestment plan play in Laura Franklin’s holdings?

Franklin’s total of 62,342 CTO shares includes 294.765 shares from the dividend reinvestment plan. These shares were accumulated since February 13, 2026 as dividends were automatically reinvested into additional CTO stock.