CTO director granted 599 shares as board retainer

FRANKLIN LAURA M reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

FRANKLIN LAURA M reported acquisition or exercise transactions in this Form 4 filing.

CTO Realty Growth, Inc. director Laura M. Franklin received an award of 599 shares of common stock on July 1, 2026. The shares were issued in lieu of her second-quarter 2026 board retainer fee of $12,500 under the company’s Non-Employee Director Compensation Policy, using a 20-day trailing average price of $20.8345 per share. After this grant and prior dividend reinvestments, she directly owns 63,197 shares.

Insider Trade Summary

Grant/Award: 599 shares

Grant/Award 1 txn

Insider FRANKLIN LAURA M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	599	$20.8345	$12K

Holdings After Transaction: Common Stock — 63,197 shares (Direct)

Footnotes (2)

1. F1. These shares were issued to the Reporting Person in lieu of her 2nd quarter 2026 board retainer fee of $12,500 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 $20.83450.
2. F2. This amount includes 256.255 shares acquired through the Issuer's dividend reinvestment plan since April 2, 2026 (the date of the Reporting Person's prior Form 4 filing).

Key Figures

Shares granted: 599 shares Implied board retainer: $12,500 Grant pricing basis: $20.8345 per share +2 more

5 metrics

Shares granted 599 shares Stock award in lieu of Q2 2026 board retainer

Implied board retainer $12,500 Second-quarter 2026 director board retainer paid in shares

Grant pricing basis $20.8345 per share 20-day trailing average closing price as of last business day of quarter

Post-transaction holdings 63,197 shares Total CTO common shares directly owned after award

Dividend reinvestment plan shares 256.255 shares Accumulated via issuer’s dividend reinvestment plan since April 2, 2026

Key Terms

Non-Employee Director Compensation Policy, board retainer fee, 20-day trailing average closing price, dividend reinvestment plan

4 terms

Non-Employee Director Compensation Policy financial

"pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy") adopted by the Issuer's board of directors"

board retainer fee financial

"in lieu of her 2nd quarter 2026 board retainer fee of $12,500"

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"

dividend reinvestment plan financial

"includes 256.255 shares acquired through the Issuer's dividend reinvestment plan since April 2, 2026"

A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.

FAQ

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

What insider transaction did CTO director Laura Franklin report?

Director Laura M. Franklin reported receiving 599 CTO Realty Growth common shares as a stock award. The grant reflects her second-quarter 2026 board retainer paid in shares instead of cash under the company’s Non-Employee Director Compensation Policy.

What was the value of the CTO shares granted to Laura Franklin?

The 599-share grant represented a board retainer fee of $12,500. The number of shares was calculated using a 20-day trailing average closing price of $20.8345 per share as of the last business day of the quarter.

How many CTO shares does Laura Franklin own after this Form 4?

After the reported transaction, Laura M. Franklin directly owns 63,197 CTO common shares. This amount includes shares granted as director compensation and 256.255 shares accumulated through the company’s dividend reinvestment plan since April 2, 2026.

Was Laura Franklin’s CTO share grant an open-market purchase?

No, the transaction was a stock award, not an open-market purchase. The filing classifies it as a grant or award acquisition, issued in lieu of cash board fees under CTO Realty Growth’s Non-Employee Director Compensation Policy.

How was the CTO share price determined for Laura Franklin’s grant?

The share price used to calculate the 599-share grant was $20.83450. CTO Realty Growth applied the 20-day trailing average closing price as of the last business day of the calendar quarter, consistent with its director compensation policy.

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

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Accepted by SEC EDGAR 07/01/2026 - 04:30 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^*

FRANKLIN LAURA M

(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)
07/01/2026

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	07/01/2026		A		599	A	$20.8345(1)	63,197(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. These shares were issued to the Reporting Person in lieu of her 2nd quarter 2026 board retainer fee of $12,500 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 $20.83450.

2. This amount includes 256.255 shares acquired through the Issuer's dividend reinvestment plan since April 2, 2026 (the date of the Reporting Person's prior Form 4 filing).

	/s/ Daniel E. Smith, attorney-in-fact for Laura M. Franklin	07/02/2026
	** 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)