CTO Realty (CTO) CFO Mays logs RSU vesting and tax share withholding

Rhea-AI Filing Summary

CTO Realty Growth SVP, CFO & Treasurer Philip Mays reported a tax withholding transaction tied to vesting restricted stock. On January 28, 2026, 4,280 previously granted restricted common shares vested and became unrestricted. To cover taxes, 1,269 common shares were withheld at a price of $17.39 per share. Following this transaction, Mays beneficially owns 13,572 CTO Realty Growth common shares, which includes 8,561 restricted shares scheduled to vest over time that were previously reported.

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^*

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)
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		1,269(1)	D	$17.39	13,572(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. On January 28, 2026, a total of 4,280 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 8,561 shares of restricted common stock which vest over time, which were previously reported.

	/s/ Daniel E. Smith, attorney-in-fact for Philip R. Mays	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).
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 SVP & CFO Philip Mays report on this Form 4 for CTO?

Philip Mays reported a tax withholding transaction related to restricted stock vesting. On January 28, 2026, 1,269 CTO common shares were withheld at $17.39 per share when 4,280 previously awarded restricted shares vested and became unrestricted.

How many CTO shares were withheld for taxes from Philip Mays’ restricted stock vesting?

A total of 1,269 CTO common shares were withheld to satisfy Philip Mays’ tax liability. These shares were valued at $17.39 each and were taken from the 4,280 restricted shares that vested on January 28, 2026.

How many CTO shares does Philip Mays beneficially own after the reported Form 4 transaction?

After the transaction, Philip Mays beneficially owns 13,572 CTO common shares. This total includes 8,561 shares of restricted common stock that were previously reported and are scheduled to vest over time according to the company’s equity awards.

What caused the Form 4 filing by CTO executive Philip Mays on January 28, 2026?

The Form 4 was triggered when 4,280 restricted CTO common shares previously granted to Philip Mays vested and became unrestricted. To cover associated tax obligations, the issuer withheld 1,269 of those shares, which is reported as a disposition code “F.”

Does Philip Mays still hold unvested restricted CTO stock after this Form 4 event?

Yes. The reported beneficial ownership of 13,572 CTO shares includes 8,561 restricted shares that continue to vest over time. These restricted shares were previously reported and remain subject to the company’s vesting schedule and award terms.

Is the CTO Form 4 transaction a market sale by Philip Mays?

The transaction is reported with code “F,” indicating shares were withheld by the issuer to satisfy tax obligations. It reflects tax withholding from vested restricted stock rather than an open-market sale initiated by Philip Mays on an exchange.