CTO Realty Growth (CTO) SVP reports tax withholding on vested shares

Rhea-AI Filing Summary

CTO Realty Growth, Inc. insider Daniel E. Smith, the company’s SVP, General Counsel and Corporate Secretary, reported a tax-related share withholding tied to restricted stock vesting. On January 28, a total of 11,559 previously awarded restricted common shares became vested and unrestricted, and 4,548 shares were withheld by the issuer at $17.39 per share to satisfy his tax liability.

After this withholding, Smith beneficially owned 197,576 shares of common stock, including 10,544 restricted shares that continue to vest over time. He is also reported as having indirect beneficial ownership over 3,000 shares in a TOD account and 3,000 shares in a traditional IRA for Kathyleen R. Smith under a durable power of attorney, while disclaiming beneficial ownership except to the extent of his pecuniary interest.

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
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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).

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)
01/28/2026

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	01/28/2026		F		4,548(1)	D	$17.39	197,576(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. On January 28, 2025, a total of 11,559 shares of restricted common stock of the Issuer previously awarded to the Reporting Person became vested and unrestricted. A portion of the vesting shares was withheld by the Issuer in order to satisfy the Reporting Person's tax liability.

2. This amount includes 10,544 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	01/30/2026
	** 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).
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FAQ

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

CTO Realty Growth reported a tax withholding transaction for Daniel E. Smith. On January 28, 4,548 common shares were withheld at $17.39 per share to cover taxes when 11,559 restricted shares vested and became unrestricted.

How many CTO (CTO) shares does Daniel E. Smith beneficially own after this filing?

After the reported transaction, Daniel E. Smith beneficially owns 197,576 CTO common shares directly. This total includes 10,544 restricted shares that vest over time, in addition to his vested and unrestricted holdings reported in the Form 4.

Was the CTO (CTO) insider transaction an open-market sale or a tax withholding?

The insider transaction was a tax withholding, not an open-market sale. CTO Realty Growth withheld 4,548 vested restricted shares at $17.39 per share to satisfy Daniel E. Smith’s tax liability when 11,559 restricted shares vested.

What do the CTO (CTO) Form 4 footnotes say about Daniel E. Smith’s restricted stock?

The footnotes state that 11,559 restricted CTO common shares vested and became unrestricted, and that 10,544 restricted shares remain outstanding and vest over time. A portion of the vested shares was withheld by the issuer to cover Daniel E. Smith’s tax obligations.

How are the indirect CTO (CTO) holdings related to Kathyleen R. Smith treated?

The filing lists 3,000 CTO shares in a TOD account and 3,000 in a traditional IRA for Kathyleen R. Smith. Daniel E. Smith may be regarded as beneficial owner via a durable power of attorney but disclaims beneficial ownership beyond his pecuniary interest.

What is Daniel E. Smith’s role at CTO (CTO) in this insider filing?

In this insider filing, Daniel E. Smith is identified as an officer of CTO Realty Growth. His specific title is Senior Vice President, General Counsel and Corporate Secretary, reflecting both legal and corporate governance responsibilities at the company.