CTO Realty Growth, Inc. (CTO) director granted 901 shares for Q4 fees

Rhea-AI Filing Summary

CTO Realty Growth, Inc. director Christopher J. Drew reported receiving common stock as part of his regular board compensation. On 01/02/2026 he was issued 901 shares of common stock at a price of $18.0175 per share, calculated using the 20-day trailing average closing price as of the last business day of the fourth quarter of 2025. These shares were issued in lieu of his $12,500 board retainer and $3,750 committee retainer fees under the company’s Non-Employee Director Compensation Policy. Following this grant, he beneficially owned 23,082 shares of CTO common stock held directly.

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^*

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)
01/02/2026

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	01/02/2026		A		901	A	$18.0175(1)	23,082	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 4th 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 $18.01750.

	/s/ Daniel E. Smith, attorney-in-fact for Christopher J. Drew	01/02/2026
	** 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.

FAQ

What insider transaction did CTO (CTO) report for Christopher J. Drew?

Christopher J. Drew, a directorCTO Realty Growth, Inc., reported receiving 901 shares of common stock on 01/02/2026 as part of his board compensation.

What was the value of the director fees paid in CTO stock?

The grant replaced cash fees consisting of a $12,500 fourth quarter 2025 board retainer and $3,750 committee retainer fees, for a total of $16,250.

At what price were the 901 CTO shares issued to the director?

The 901 shares were issued at a share price of $18.0175, based on the 20-day trailing average closing price as of the last business day of the fourth quarter of 2025.

What is CTO Realty Growth, Inc.'s Non-Employee Director Compensation Policy?

The Non-Employee Director Compensation Policy, adopted on February 27, 2019 and last amended on February 14, 2024, allows non-employee directors to receive shares in lieu of certain cash retainer fees, with the number of shares based on a 20-day trailing average closing price.

How many CTO shares does the director own after this transaction?

After receiving the 901 shares, Christopher J. Drew beneficially owned 23,082 CTO common shares in direct ownership.

Is this CTO insider transaction part of regular director compensation?

Yes. The filing states that these shares were issued in lieu of quarterly board and committee retainer fees under the company’s established Non-Employee Director Compensation Policy.