CTO Realty Growth (CTO) director receives 3,462-share equity award

Rhea-AI Filing Summary

CTO Realty Growth, Inc. director Christopher J. Drew reported an equity grant of company stock. On February 11, 2026, he acquired 3,462 shares of common stock at a reference price of $18.05 per share, issued as his $62,500 Annual Award under the company’s Non-Employee Director Compensation Policy. The price was based on the 20-day trailing average closing price as of February 5, 2026. Following this stock award, Drew directly owns 26,544 shares of CTO common stock.

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).

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 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)
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		3,462	A	$18.05(1)	26,544	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 as his $62,500 "Annual Award" 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 February 5, 2026, or $18.05000.

	/s/ Daniel E. Smith, attorney-in-fact for Christopher J. Drew	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 director Christopher J. Drew report?

Christopher J. Drew reported receiving an equity grant of CTO common stock. On February 11, 2026, he was awarded 3,462 shares as part of his $62,500 Annual Award under the Non-Employee Director Compensation Policy.

How many CTO shares did Christopher J. Drew acquire in this Form 4 filing?

He acquired 3,462 shares of CTO common stock. These shares were granted as compensation rather than purchased on the open market, reflecting his $62,500 Annual Award under the company’s Non-Employee Director Compensation Policy.

What is the value of Christopher J. Drew’s CTO Annual Award reported here?

The award is valued at $62,500 under CTO’s director compensation plan. The number of shares granted, 3,462, was calculated using a 20-day trailing average closing price of $18.05 as of February 5, 2026.

How was the share price for Christopher J. Drew’s CTO stock grant determined?

The share price was set at $18.05 based on a 20-day trailing average closing price. The averaging period ended on February 5, 2026, and this price was used to convert the $62,500 Annual Award into 3,462 shares.

How many CTO shares does Christopher J. Drew own after this transaction?

After this stock award, Christopher J. Drew directly owns 26,544 shares of CTO common stock. This figure reflects his total direct beneficial ownership following the February 11, 2026 equity grant reported in the Form 4.

Was Christopher J. Drew’s CTO transaction a market purchase or a compensation grant?

It was a compensation grant, not a market purchase. The 3,462 CTO shares were issued as his $62,500 Annual Award under the Non-Employee Director Compensation Policy, using an average market price to determine the share count.