Form 4: CTO Realty Director Acquires Shares as Compensation

CTO Realty Growth Director Robert Blakeslee Gable acquired 1,152 shares of common stock on October 1, 2025, as part of his Q3 2025 board and committee retainer fees.

Summary

• Director Robert Blakeslee Gable acquired 1,152 shares of CTO Realty Growth, Inc. common stock.
• The transaction occurred on October 1, 2025.
• The shares were issued at a price of $16.5445 per share.
• This acquisition was in lieu of his 3rd quarter 2025 board retainer fee of $12,500 and committee retainer fees of $6,562.50.
• The share price utilized for the issuance was the 20-day trailing average closing price as of the last business day of the calendar quarter, as per the company's Non-Employee Director Compensation Policy.
• Following this transaction, Mr. Gable beneficially owns a total of 46,358 shares of common stock.

Sentiment

Score: 7

Explanation: The filing indicates a routine compensation event where a director received shares in lieu of cash fees, which is generally viewed positively as it aligns the director's interests with shareholders. It is not a significant market-moving event but reflects sound corporate governance.

Positives

• Director Robert Blakeslee Gable increased his beneficial ownership in CTO Realty Growth, Inc. by 1,152 shares.
• The issuance of shares as compensation aligns the director's financial interests with those of shareholders, promoting long-term value creation.

Negatives

• NA

Risks

• NA

Future Outlook

The filing is a historical report of a director's stock acquisition and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• NA

Industry Context

The practice of compensating non-employee directors with equity, such as common stock, is a common corporate governance strategy across various industries, including real estate investment trusts (REITs). This approach is designed to align director incentives with long-term shareholder value and is a standard component of director compensation policies.

Comparison to Industry Standards

• Compensating non-employee directors with a mix of cash and equity, often based on a trailing average stock price, is a standard practice among publicly traded companies, including REITs like CTO Realty Growth, Inc. This aligns with best practices for corporate governance by linking director compensation to company performance and shareholder interests.
• Many companies, such as Simon Property Group (SPG) and Realty Income Corporation (O), also utilize equity-based compensation for their non-employee directors to foster alignment with shareholder returns.

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• The acquisition of shares by Director Robert Blakeslee Gable in lieu of retainer fees constitutes a related party transaction, executed under the company's Non-Employee Director Compensation Policy.

Stakeholder Impact

• Shareholders: Positive impact due to increased alignment of a director's financial interests with shareholder value through equity compensation.

Next Steps

• NA

Key Dates

Recommendation

This Form 4 reports a routine compensation event where a director received shares in lieu of cash fees, as per an established company policy. While it indicates alignment of interests, it does not present new information that would fundamentally alter the investment thesis or warrant a change in an existing 'hold' recommendation. It is a standard disclosure and not a catalyst for significant price movement.

Keywords

CTO Realty Growth, CTO, Form 4, Insider Transaction, Director Compensation, Stock Acquisition, Equity Compensation, Real Estate, Corporate Governance