Form 4: Albright John P reports acquisition/exercise transactions in CTO

Rhea-AI Filing Summary

Albright John P reported acquisition or exercise transactions in a Form 4 filing for CTO. The filing lists transactions totaling 37,114 shares. Following the reported transactions, holdings were 695,395 shares.

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^*

Albright John P

(Last) (First) (Middle)

369 N. NEW YORK AVE

SUITE 201

(Street)

WINTER PARK FL 32789

(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
X	Officer (give title below)		Other (specify below)
	PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

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	02/11/2026		A		37,114(1)	A	$0	695,395(2)	D
Common Stock								355	I	Shanna E. Albright Rollover IRA

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. Restricted shares one-third of which vest on each of the first, second and third anniversaries of January 28, 2026, provided that the reporting person is an employee of the Issuer on those dates.

2. This amount includes the 37,114 newly issued restricted shares reported above, as well as 32,607 additional shares of restricted common stock which vest over time, which were previously reported.

	/s/ Daniel E. Smith, attorney-in-fact for John P. Albright	02/13/2026
	** 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 CTO (CTO) President & CEO John P. Albright report in this Form 4?

John P. Albright reported receiving an equity award of restricted common stock. The filing shows a grant of 37,114 CTO Realty Growth, Inc. shares, given at no cost, increasing his reported beneficial ownership and aligning compensation partly with company stock performance.

How many CTO (CTO) shares were granted to John P. Albright and at what price?

The filing shows a grant of 37,114 shares of CTO Realty Growth, Inc. common stock. These restricted shares were awarded at a reported price of $0 per share, indicating a compensation grant rather than a market purchase transaction on an exchange.

What are the vesting terms for John P. Albright’s new restricted CTO (CTO) shares?

The restricted shares vest in three equal installments over three years. One-third vests on each of the first, second and third anniversaries of January 28, 2026, provided John P. Albright remains an employee of CTO Realty Growth, Inc. on each applicable vesting date.

How many CTO (CTO) shares does John P. Albright beneficially own after this grant?

After the reported transaction, John P. Albright beneficially owns 695,395 shares of CTO Realty Growth, Inc. common stock directly. The filing also lists 355 additional shares held indirectly through a Shanna E. Albright Rollover IRA, reflecting a smaller, separate indirect ownership position.

Is the transaction in this CTO (CTO) Form 4 a stock purchase or an award?

The Form 4 describes an award of restricted stock, not an open-market purchase. Shares were acquired under transaction code “A” at a price of $0, indicating a grant, award, or other acquisition as part of compensation rather than a cash-funded buying transaction.

What does the indirect CTO (CTO) ownership in the Shanna E. Albright Rollover IRA represent?

The filing lists 355 CTO Realty Growth, Inc. shares as indirectly owned through a Shanna E. Albright Rollover IRA. This indicates a small holding attributed to John P. Albright as indirect beneficial ownership, distinct from his much larger direct common stock position reported.