CTO director granted 860 shares as board fees

Drew Christopher J reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Drew Christopher J reported acquisition or exercise transactions in this Form 4 filing.

CTO Realty Growth, Inc. director Drew Christopher J received a grant of 860 shares of common stock on April 1, 2026. The shares were issued in lieu of his first-quarter 2026 board retainer fee of $12,500 and committee retainer fees of $3,750, using a 20-day trailing average closing price of $18.88350 per share. Following this stock-based compensation award, he directly holds 27,404 common shares.

Insider Trade Summary

Grant/Award: 860 shares

Grant/Award 1 txn

Insider Drew Christopher J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	860	$18.8835	$16K

Holdings After Transaction: Common Stock — 27,404 shares (Direct)

Footnotes (1)

1. F1. These shares were issued to the Reporting Person in lieu of his 1st quarter 2026 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 $18.88350.

Key Figures

Shares granted: 860 shares Grant price: $18.88350 per share Board retainer fee: $12,500 +2 more

5 metrics

Shares granted 860 shares Common stock award on April 1, 2026

Grant price $18.88350 per share 20-day trailing average closing price used for Q1 2026 grant

Board retainer fee $12,500 First-quarter 2026 board retainer paid in stock

Committee retainer fees $3,750 First-quarter 2026 committee retainers paid in stock

Post-transaction holdings 27,404 shares Director’s direct common stock ownership after the grant

Key Terms

Non-Employee Director Compensation Policy, board retainer fee, committee retainer fees, 20-day trailing average closing price

4 terms

Non-Employee Director Compensation Policy financial

"pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy")"

board retainer fee financial

"in lieu of his 1st quarter 2026 board retainer fee of $12,500"

committee retainer fees financial

"and committee retainer fees of $3,750"

20-day trailing average closing price financial

"the share price utilized to calculate the number of shares issued was the 20-day trailing average closing price"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CTO (CTO) disclose for director Drew Christopher J?

CTO reported that director Drew Christopher J received 860 shares of common stock on April 1, 2026. The award was issued as stock-based compensation in lieu of his first-quarter 2026 board and committee retainer fees under the company’s Non-Employee Director Compensation Policy.

How was the 860-share grant to the CTO (CTO) director valued?

The 860-share grant was valued using a 20-day trailing average closing price of $18.88350 per share. This pricing method, defined in the company’s Non-Employee Director Compensation Policy, determines how many shares are issued instead of paying the director’s retainer fees in cash.

What fees did the CTO (CTO) share grant replace for the director?

The share grant replaced a first-quarter 2026 board retainer fee of $12,500 and committee retainer fees of $3,750. Instead of receiving these amounts in cash, the director was compensated with 860 shares of CTO Realty Growth, Inc. common stock under the company’s policy.

How many CTO (CTO) shares does the director hold after this Form 4 transaction?

After receiving the 860-share stock award, the director directly holds 27,404 shares of CTO Realty Growth, Inc. common stock. This total reflects his updated ownership position immediately following the grant reported in the Form 4 insider transaction filing.

What policy governed the CTO (CTO) director’s stock compensation grant?

The grant was issued under CTO Realty Growth, Inc.’s Non-Employee Director Compensation Policy. This policy, adopted in 2019 and last amended in 2024, allows directors to receive quarterly board and committee retainers as stock, calculated using a 20-day trailing average closing price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/02/2026 - 05:45 PM Learn about SEC filing dates

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 FLORIDA 32114

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	04/01/2026		A		860	A	$18.8835(1)	27,404	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 1st quarter 2026 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 $18.88350.

	/s/ Daniel E. Smith, attorney-in-fact for Christopher J. Drew	04/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)