CTO Realty (CTO) SVP uses 1,876 vested shares to pay taxes

Rhea-AI Filing Summary

CTO Realty Growth SVP and Chief Accounting Officer Lisa Vorakoun reported a tax-related share withholding. On January 28, 2026, 7,314 previously granted restricted common shares vested and became unrestricted, and the company withheld 1,876 shares at $17.39 per share to cover her tax liability.

After this transaction, she beneficially owned 48,764 common shares directly, including 8,484 restricted shares that continue to vest over time.

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^*

Vorakoun Lisa

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CHIEF ACCOUNTING 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		1,876(1)	D	$17.39	48,764(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 7,314 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 8,484 shares of restricted common stock which vest over time, which were previously reported.

	/s/ Daniel E. Smith, attorney-in-fact for Lisa M. Vorakoun	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 did the CTO (CTO) Form 4 filing report for Lisa Vorakoun?

The Form 4 reports that SVP and Chief Accounting Officer Lisa Vorakoun had restricted CTO Realty Growth common shares vest, and 1,876 shares were withheld by the company at $17.39 per share to satisfy her tax obligations on January 28, 2026.

How many CTO shares were withheld for taxes and at what price?

CTO Realty Growth withheld 1,876 common shares from Lisa Vorakoun at a price of $17.39 per share. These shares came from a larger restricted stock vesting and were used specifically to cover her associated tax liability on the award.

How many CTO shares does Lisa Vorakoun hold after this Form 4 transaction?

After the reported transaction, Lisa Vorakoun beneficially owns 48,764 CTO Realty Growth common shares directly. This total includes both fully vested shares and restricted shares that are scheduled to vest over time under prior equity awards.

What restricted CTO shares are still vesting for Lisa Vorakoun?

The filing notes that Lisa Vorakoun’s holdings include 8,484 shares of restricted CTO Realty Growth common stock that vest over time. These shares were previously reported and will become unrestricted in the future as they continue to satisfy the vesting conditions.

What triggered the vesting event in the CTO Form 4 on January 28, 2026?

On January 28, 2026, a grant of 7,314 restricted common shares previously awarded to Lisa Vorakoun became vested and unrestricted. A portion of these vesting shares was withheld by CTO Realty Growth to cover the resulting tax liability she incurred.

What is Lisa Vorakoun’s role at CTO Realty Growth in this Form 4?

In this Form 4, Lisa Vorakoun is identified as an officer of CTO Realty Growth, serving as Senior Vice President and Chief Accounting Officer. The reported equity transaction relates to her compensation in the form of restricted common stock awards.