Form 4: CTO Realty Director Acquires Shares for Fees

CTO Realty Growth Director Christopher W. Haga received 1,162 shares of common stock in lieu of his Q4 2025 board and committee retainer fees.

Summary

• Christopher W. Haga, a Director of CTO Realty Growth, Inc., acquired 1,162 shares of common stock.
• The transaction occurred on January 2, 2026.
• These shares were issued in lieu of his fourth quarter 2025 board retainer fee of $12,500 and committee retainer fees of $8,437.50, totaling $20,937.50.
• The share price used for the calculation was $18.0175, which was the 20-day trailing average closing price as of the last business day of the calendar quarter.
• The acquisition was made pursuant to the Issuer's Non-Employee Director Compensation Policy, adopted on February 27, 2019, and last amended on February 14, 2024.
• Following this transaction, Christopher W. Haga directly beneficially owns 26,475 shares of common stock.
• An additional 28,520 shares are indirectly beneficially owned by The Elizabeth Bennett Haga Irrevocable Trust, for which the reporting person disclaims beneficial ownership.

Sentiment

Score: 6

Explanation: The transaction reflects routine compensation for a director, paid in company stock, which generally aligns the director's interests with shareholders. This is a neutral to slightly positive signal, indicating standard corporate governance practices.

Positives

• The director's decision to receive compensation in company stock aligns his interests with those of the shareholders, promoting a shared incentive for company performance.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This transaction reflects a common practice in the real estate investment trust (REIT) industry, where non-employee directors often receive a portion of their compensation in company equity to align their interests with long-term shareholder value.

Comparison to Industry Standards

• The practice of compensating non-employee directors with company stock is a widely adopted corporate governance standard across publicly traded companies, including REITs like CTO Realty Growth, Inc. This aligns director incentives with shareholder interests, similar to policies observed in comparable companies within the real estate sector.

Corporate Governance

Stakeholder Impact

• Shareholders: The compensation of a director in company stock generally aligns the director's financial interests with those of the shareholders, potentially fostering decisions that enhance long-term shareholder value.

Key Dates

Keywords

CTO Realty Growth, Christopher W. Haga, Form 4, Insider Transaction, Director Compensation, Stock Acquisition, Equity Compensation, Real Estate Investment Trust, REIT