CTO Realty Growth (CTO) CFO awarded 14,965 restricted stock shares

Rhea-AI Filing Summary

Mays Philip reported acquisition or exercise transactions in this Form 4 filing.

CTO Realty Growth, Inc. reported that its SVP, CFO & Treasurer, Philip R. Mays, received a grant of 14,965 shares of restricted common stock on February 11, 2026 as an equity award at a price of $0 per share.

These restricted shares vest in three equal installments on the first, second and third anniversaries of January 28, 2026, as long as he remains an employee on those dates. After this grant, Mays directly holds 28,537 shares of CTO common stock, including previously awarded restricted shares that continue to vest over time.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Mays Philip

Role SVP, CFO & Treasurer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	14,965	$0.00	--

Holdings After Transaction: Common Stock — 28,537 shares (Direct)

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 consists of the 14,965 newly issued restricted shares reported above, as well as 8,561 additional shares of restricted common stock which vest over time, which were previously reported.

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^*

Mays Philip

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, CFO & Treasurer

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		14,965(1)	A	$0	28,537(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. 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 consists of the 14,965 newly issued restricted shares reported above, as well as 8,561 additional shares of restricted common stock which vest over time, which were previously reported.

	/s/ Daniel E. Smith, attorney-in-fact for Philip R. Mays	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) disclose in this Form 4?

CTO Realty Growth reported an equity award to its SVP, CFO & Treasurer, Philip R. Mays. He acquired 14,965 restricted common shares at $0 per share on February 11, 2026, increasing his directly held CTO common stock to 28,537 shares.

Who is the insider involved in this CTO (CTO) Form 4 filing?

The insider is Philip R. Mays, CTO Realty Growth’s Senior Vice President, Chief Financial Officer and Treasurer. He reported receiving a grant of 14,965 restricted common shares, bringing his directly owned CTO common stock holdings to a total of 28,537 shares after the award.

How many CTO (CTO) shares did the CFO acquire and at what price?

Philip R. Mays acquired 14,965 shares of CTO Realty Growth common stock as a restricted stock award. The reported transaction price was $0 per share, reflecting a compensation grant rather than an open-market purchase, and increased his direct holdings to 28,537 shares.

What is the vesting schedule for the CTO (CTO) restricted shares granted?

The 14,965 restricted CTO shares vest in three equal parts. One-third vests on each of the first, second and third anniversaries of January 28, 2026, if Philip R. Mays remains an employee of CTO Realty Growth on those respective vesting dates.

How many CTO (CTO) shares does the CFO own after this Form 4 transaction?

After the reported transaction, Philip R. Mays beneficially owns 28,537 CTO Realty Growth common shares directly. This figure includes the 14,965 newly granted restricted shares and 8,561 previously reported restricted shares that continue to vest over time under earlier awards.

Is the CTO (CTO) Form 4 transaction a market buy or a compensation award?

The Form 4 describes a compensation award, not a market purchase. Philip R. Mays received 14,965 restricted CTO common shares at $0 per share as a grant, with vesting over three years, rather than paying cash in an open-market stock transaction.