CTO Form 4: Director's Holdings Rise to 46,358 Shares

Rhea-AI Filing Summary

CTO Realty Growth, Inc. director R. Blakeslee Gable received 1,152 shares of common stock on 10/01/2025 as payment in lieu of his quarterly board retainer and committee fees. The shares were issued under the company’s Non-Employee Director Compensation Policy using the 20-day trailing average closing price of $16.54450 to calculate the share amount. After the issuance, Mr. Gable beneficially owns 46,358 shares. The transaction was reported on Form 4 and signed by an attorney-in-fact on 10/03/2025.

Positive

• Director ownership increased by 1,152 shares, raising total beneficial holdings to 46,358
• Compensation paid in equity aligns director interests with shareholders using the issuer's established policy

Negative

• None.

Insights

Corporate Governance Analyst

Routine equity compensation increased a director's stake by 1,152 shares.

This Form 4 shows a non-cash compensation issuance under the issuer’s director compensation policy, using a 20-day trailing average price of $16.54450 to determine share count. The issuance raised the director's beneficial ownership to 46,358 shares, a direct holding reported on 10/03/2025.

This is a standard governance-administered payment rather than an open-market purchase or sale, so its immediate market impact is typically limited; it does, however, modestly increase insider alignment with shareholders.

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).

1. Name and Address of Reporting Person^*

Gable Robert Blakeslee

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		A		1,152	A	$16.5445(1)	46,358	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 3rd quarter 2025 board retainer fee of $12,500 and committee retainer fees of $6,562.50 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 $16.54450.

	/s/ Daniel E. Smith, attorney-in-fact for R. Blakeslee Gable	10/03/2025
	** 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 director R. Blakeslee Gable receive on 10/01/2025?

He received 1,152 shares of CTO common stock as payment in lieu of director and committee fees.

At what price were the shares calculated for CTO's Form 4?

The share count was calculated using the 20-day trailing average closing price of $16.54450.

How many CTO shares does the director own after this transaction?

Following the issuance, the director beneficially owns 46,358 shares.

Was this transaction an open-market trade or compensation?

This was an issuance of shares as non-employee director compensation under the company’s policy, not an open-market purchase or sale.

When was the Form 4 filed and signed?

The transaction date is 10/01/2025 and the Form 4 was signed by attorney-in-fact on 10/03/2025.