Form 4: CTO Realty Director Acquires Shares for Q4 2025 Fees

CTO Realty Growth, Inc. Director Robert Blakeslee Gable acquired 1,057 shares of common stock in lieu of his fourth quarter 2025 board and committee retainer fees.

Summary

• Robert Blakeslee Gable, a Director of CTO Realty Growth, Inc. (CTO), acquired 1,057 shares of common stock.
• The transaction occurred on January 2, 2026.
• The shares were issued in lieu of his Q4 2025 board retainer fee of $12,500 and committee retainer fees of $6,562.50, totaling $19,062.50.
• The share price used for the acquisition was $18.0175, calculated as the 20-day trailing average closing price as of the last business day of the calendar quarter.
• This acquisition was made pursuant to the Issuer's Non-Employee Director Compensation Policy, last amended on February 14, 2024.
• Following this transaction, Mr. Gable beneficially owns 47,415 shares of CTO common stock.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as a director's acquisition of shares, even for compensation, generally indicates continued alignment with shareholder interests and confidence in the company's long-term prospects. It is a routine transaction, so the impact is not highly significant.

Positives

• A director increasing their stake in the company, even through compensation, can signal alignment of interests with shareholders.
• The company has a clear, established policy for non-employee director compensation, indicating good governance practices.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or outlook.

Industry Context

It is common practice for publicly traded companies, particularly REITs, to compensate non-employee directors with a combination of cash and equity. This aligns the interests of directors with those of shareholders and is a standard component of corporate governance in the real estate investment trust sector.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity, calculated based on a trailing average stock price, is a widely accepted standard in corporate governance across various industries, including REITs.
• Many comparable REITs, such as Realty Income (O) or Federal Realty Investment Trust (FRT), utilize similar equity-based compensation structures for their independent directors to foster long-term alignment.

Corporate Governance

Related Party Transactions

• The acquisition of shares by Director Robert Blakeslee Gable in lieu of fees constitutes a related party transaction, as it involves compensation provided to a member of the company's board of directors.

Stakeholder Impact

• Shareholders: The acquisition of shares by a director, even as compensation, can be viewed positively as it increases insider ownership and aligns the director's financial interests with those of other shareholders.
• Employees: No direct impact mentioned.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction where a director received shares as part of their compensation. While it shows continued insider alignment, it does not provide new material information that would fundamentally alter the investment thesis or warrant a change in recommendation based solely on this filing. It is an expected event under the company's compensation policy.

Keywords

CTO Realty Growth, Insider Transaction, Form 4, Director Compensation, Stock Acquisition, Real Estate Investment Trust, CTO