CTO Realty Growth (CTO) director granted 1,057 shares for Q4 2025 retainers

Rhea-AI Filing Summary

CTO Realty Growth, Inc. director R. Blakeslee Gable reported receiving 1,057 shares of common stock on 01/02/2026. The shares were issued as non-cash compensation in lieu of his 4th quarter 2025 board retainer fee of $12,500 and committee retainer fees of $6,562.50 under the company’s Non-Employee Director Compensation Policy. The number of shares was calculated using a 20-day trailing average closing price of $18.0175 per share. Following this transaction, Gable beneficially owned 47,415 shares 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

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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)
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		1,057	A	$18.0175(1)	47,415	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 $6,562.50 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 R. Blakeslee Gable	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.
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FAQ

What insider transaction did CTO (CTO) report in this Form 4?

CTO Realty Growth, Inc. reported that director R. Blakeslee Gable received 1,057 shares of common stock on 01/02/2026 as part of his director compensation.

What was the share price used to calculate the CTO (CTO) director stock grant?

The grant was based on a 20-day trailing average closing price of $18.0175 per share as of the last business day of the calendar quarter.

What fees were paid in stock to the CTO (CTO) director?

The director’s shares were issued in lieu of his 4th quarter 2025 board retainer fee of $12,500 and committee retainer fees of $6,562.50 under the Non-Employee Director Compensation Policy.

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

After the reported stock issuance, director R. Blakeslee Gable beneficially owned 47,415 shares of CTO Realty Growth, Inc. common stock directly.

Was this CTO (CTO) insider transaction a purchase or compensation grant?

The filing states that the 1,057 shares were issued as compensation in lieu of cash board and committee retainer fees, rather than an open-market purchase.

What policy governs CTO (CTO) non-employee director stock compensation?

The issuance was made under CTO Realty Growth, Inc.’s Non-Employee Director Compensation Policy, adopted on February 27, 2019 and last amended on February 14, 2024.