Form 4: CTO Realty Director Acquires Shares via Compensation

CTO Realty Growth Director Christopher J. Drew acquired 901 shares of common stock in lieu of Q4 2025 board and committee fees.

Summary

• Christopher J. Drew, a Director of CTO Realty Growth, Inc., acquired 901 shares of common stock.
• The transaction occurred on January 2, 2026.
• Shares were issued at a price of $18.0175 per share.
• The acquisition was in lieu of Mr. Drew's fourth quarter 2025 board retainer fee of $12,500 and committee retainer fees of $3,750, totaling $16,250.
• The share price used for calculation was the 20-day trailing average closing price as of the last business day of the calendar quarter.
• Following this transaction, Mr. Drew beneficially owns 23,082 shares of CTO Realty Growth, Inc. common stock.
• The transaction was made pursuant to the Issuer's Non-Employee Director Compensation Policy, adopted February 27, 2019, and last amended February 14, 2024.

Sentiment

Score: 6

Explanation: The sentiment is mildly positive as a director's stock acquisition, even for compensation, generally aligns interests with shareholders. It's a routine, expected event with no negative implications.

Positives

• A director's acquisition of shares, even as compensation, can signal alignment of interests between management and shareholders.
• The transaction is part of a pre-established Non-Employee Director Compensation Policy, indicating structured and transparent compensation practices.

Future Outlook

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

Management Comments

• The shares were issued to the Reporting Person in lieu of his 4th quarter 2025 board retainer fee of $12,500 and committee retainer fees of $3,750 pursuant to the Issuer's Non-Employee Director Compensation Policy.

Industry Context

It is a common practice in the real estate investment trust (REIT) sector, and broader public company landscape, for non-employee directors to receive a portion of their compensation in the form of company stock. This practice aims to align the interests of directors with those of shareholders by giving them a direct stake in the company's performance.

Comparison to Industry Standards

• Stock-based compensation for non-employee directors is a standard practice across publicly traded companies, including REITs, to foster alignment with shareholder interests.
• The use of a 20-day trailing average closing price for share issuance is a common method to mitigate short-term market volatility in compensation calculations, similar to practices seen in companies like Realty Income (O) or Simon Property Group (SPG) for their director compensation plans.

Corporate Governance

Related Party Transactions

• The issuance of shares to Christopher J. Drew, a director, in lieu of retainer fees constitutes a related party transaction, executed under the company's Non-Employee Director Compensation Policy.

Stakeholder Impact

• Shareholders: The director's increased equity stake aligns his interests more closely with those of other shareholders, potentially fostering long-term value creation.

Key Dates

Keywords

CTO Realty Growth, Christopher J. Drew, Director Compensation, Stock Acquisition, Insider Transaction, Form 4, Real Estate Investment Trust, REIT