Form 4: CTO Realty Director Boosts Stake with Stock Compensation

CTO Realty Growth Director Laura M. Franklin acquired 693 shares of common stock as part of her 2025 Q4 board retainer fee.

Summary

• Laura M. Franklin, a Director of CTO Realty Growth, Inc. (CTO), acquired 693 shares of common stock.
• The transaction occurred on January 2, 2026.
• The shares were issued in lieu of her 4th quarter 2025 board retainer fee, which amounted to $12,500.
• The share price used for the transaction was $18.0175, calculated based on 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, adopted on February 27, 2019, and last amended on February 14, 2024.
• Following this transaction, Laura M. Franklin beneficially owns 57,924 shares of CTO Realty Growth, Inc. common stock directly.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: A neutral to slightly positive routine filing. The director is increasing her stake, which is generally seen as a positive signal, but it's part of a pre-defined compensation plan rather than an open market purchase, making it an expected event.

Positives

• A director is increasing her beneficial ownership in the company, which generally aligns management interests with shareholders.
• The transaction demonstrates the consistent application of the company's Non-Employee Director Compensation Policy.

Future Outlook

The filing does not contain specific forward-looking statements or guidance beyond the details of this compensation transaction.

Management Comments

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

Industry Context

It is a common practice for publicly traded companies, particularly REITs, to compensate non-employee directors with equity to align their interests with those of shareholders and to conserve cash. This transaction is consistent with standard corporate governance and compensation practices within the real estate and broader public company sectors.

Comparison to Industry Standards

• Many public companies, including REITs, utilize stock-based compensation for non-employee directors to align their interests with shareholders. This practice is common across various sectors, such as Simon Property Group (SPG) or Prologis (PLD), which also incorporate equity into director compensation packages.
• The use of a 20-day trailing average closing price for calculating share issuance is a standard method to mitigate short-term market volatility in compensation calculations, similar to practices seen in other large-cap companies.

Corporate Governance

Stakeholder Impact

• Shareholders: The director's increased ownership aligns her financial interests more closely with those of the shareholders, potentially fostering better long-term decision-making.
• Employees, Customers, Suppliers, Creditors: No direct or significant impact from this routine compensation filing.

Key Dates

Recommendation

This Form 4 filing details a routine stock acquisition by a director as part of her compensation package, not an open market purchase. While an increase in insider ownership is generally positive, this specific transaction is expected and does not provide new information that would warrant a change in investment recommendation. The stock acquisition aligns director interests with shareholders but does not indicate a significant shift in company fundamentals or outlook.

Keywords

CTO Realty Growth, CTO, Laura M. Franklin, Director Compensation, Stock Acquisition, Form 4, Insider Trading, Real Estate Investment Trust, REIT