Form 4: CTO Realty Director George Brokaw Acquires Shares as Compensation

CTO Realty Growth, Inc. Director George R. Brokaw acquired 1,103 shares of common stock on July 1, 2025, as compensation for his second-quarter 2025 board and committee retainer fees.

Summary

• Director George R. Brokaw acquired 1,103 shares of CTO Realty Growth, Inc. common stock.
• The transaction occurred on July 1, 2025.
• The shares were valued at $18.1265 per share.
• The acquisition was in lieu of his 2nd quarter 2025 board retainer fee of $12,500 and committee retainer fees of $7,500, totaling $20,000.
• This compensation is consistent with the Issuer's Non-Employee Director Compensation Policy, last amended on February 14, 2024.
• Following this transaction, George R. Brokaw directly owns 92,804 shares and indirectly owns 3,858 shares through the Babette Brokaw Revocable Trust.

Sentiment

Score: 5

Explanation: Neutral. This is a routine insider transaction for director compensation, reflecting standard corporate governance practices rather than a significant positive or negative event for the company's operations or financial health.

Positives

• Director compensation aligns with a pre-established and recently amended policy, indicating structured governance.
• The director's decision to receive compensation in shares demonstrates alignment of interests with shareholders.

Future Outlook

NA

Industry Context

This is a routine insider transaction for director compensation, common across publicly traded companies, particularly REITs, to align director interests with shareholders. It does not indicate broader industry trends.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity (shares) in lieu of cash is a common corporate governance practice across various industries, including REITs, as it aligns the interests of directors with those of shareholders.
• The use of a 20-day trailing average closing price for share calculation is a standard, transparent method to determine equity compensation value, similar to practices seen in companies like Prologis (PLD) or Simon Property Group (SPG) for their director compensation policies.

Corporate Governance

Related Party Transactions

• George R. Brokaw indirectly holds 3,858 shares through the Babette Brokaw Revocable Trust, of which he is a beneficiary and trustee, indicating a related party relationship for this portion of his beneficial ownership.

Stakeholder Impact

• Shareholders: The issuance of shares as compensation dilutes existing shareholders slightly but aligns director incentives with shareholder value creation.
• Management/Directors: Confirms the compensation structure for non-employee directors, providing clarity on their remuneration.

Key Dates

Keywords

CTO Realty Growth, George R. Brokaw, SEC Form 4, Insider Transaction, Director Compensation, Stock Acquisition, Equity Compensation, CTO, Real Estate Investment Trust