Equity award gives CTO Realty (NYSE: CTO) counsel 11,266 shares

Rhea-AI Filing Summary

Smith Daniel Earl reported acquisition or exercise transactions in this Form 4 filing.

CTO Realty Growth executive Daniel E. Smith received 11,266 restricted shares of common stock as an equity award. The grant, reported at a price of $0 per share, increases his directly held common stock to 208,842 shares. The restricted stock vests in three equal installments on the first, second, and third anniversaries of January 28, 2026, if he remains an employee on those dates. He is also associated with two 3,000-share accounts via a durable power of attorney and disclaims beneficial ownership beyond his pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Smith Daniel Earl

Role SVP, GEN COUNSEL & CORP SECRET

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	11,266	$0.00	--
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 208,842 shares (Direct); Common Stock — 3,000 shares (Indirect, Kathyleen R. Smith TOD)

Footnotes (1)

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. This amount includes the 11,266 newly issued restricted shares reported above, as well as 10,544 additional shares of restricted common stock which vest over time, which were previously reported. The Reporting Person may be regarded as the beneficial owner of the shares of the Issuer's common stock held in this account as a result of a durable power of attorney pursuant to which the Reporting Person has the authority to direct the voting and disposition of such shares. The Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock held in this account except to the extent of his pecuniary interest therein.

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^*

Smith Daniel Earl

(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, GEN COUNSEL & CORP SECRET

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		11,266(1)	A	$0	208,842(2)	D
Common Stock								3,000	I	Kathyleen R. Smith TOD(3)
Common Stock								3,000	I	Kathyleen R. Smith WFCS Custodian Trad IRA(3)

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 11,266 newly issued restricted shares reported above, as well as 10,544 additional shares of restricted common stock which vest over time, which were previously reported.

3. The Reporting Person may be regarded as the beneficial owner of the shares of the Issuer's common stock held in this account as a result of a durable power of attorney pursuant to which the Reporting Person has the authority to direct the voting and disposition of such shares. The Reporting Person disclaims beneficial ownership of any shares of the Issuer's common stock held in this account except to the extent of his pecuniary interest therein.

	/s/ Daniel E. Smith	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 insider transaction did CTO (CTO) report for Daniel E. Smith?

CTO Realty Growth reported that Daniel E. Smith received 11,266 restricted shares of common stock as an equity award. The shares were granted at a stated price of $0 per share, increasing his directly held position to 208,842 common shares after the transaction.

How do the 11,266 restricted shares granted to CTO (CTO) executive Daniel E. Smith vest?

The 11,266 restricted shares vest in three equal parts on the first, second, and third anniversaries of January 28, 2026. Each one-third portion vests only if Daniel E. Smith continues to be an employee of CTO Realty Growth on the respective vesting dates.

What is Daniel E. Smith’s total direct common stock holding in CTO (CTO) after this Form 4?

After receiving the 11,266 restricted shares, Daniel E. Smith directly holds 208,842 shares of CTO Realty Growth common stock. This total includes the newly issued restricted shares along with previously granted restricted stock that continues to vest over time.

What additional CTO (CTO) shares are associated with Daniel E. Smith through other accounts?

Two accounts, each holding 3,000 CTO Realty Growth common shares, are reported as indirectly owned through Kathyleen R. Smith accounts. Daniel E. Smith may be regarded as beneficial owner via a durable power of attorney but disclaims ownership beyond his pecuniary interest.

What role does Daniel E. Smith hold at CTO (CTO) related to this equity grant?

Daniel E. Smith serves as Senior Vice President, General Counsel, and Corporate Secretary of CTO Realty Growth. The 11,266-share restricted stock grant represents part of his equity-based compensation tied to his continued employment with the company.