Form 4: CTO Realty Director Haga Acquires Shares

CTO Realty Growth Director Christopher W. Haga acquired 1,265 shares of common stock in lieu of Q3 2025 board and committee fees.

Summary

• Christopher W. Haga, a Director of CTO Realty Growth, Inc. (CTO), acquired 1,265 shares of the company's common stock.
• The transaction occurred on October 1, 2025, at a price of $16.5445 per share.
• These shares were issued as compensation for his 3rd quarter 2025 board retainer fee of $12,500 and committee retainer fees of $8,437.50, totaling $20,937.50.
• The share issuance is in accordance with the Issuer's Non-Employee Director Compensation Policy, which was last amended on February 14, 2024.
• 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. Haga directly owns 25,313 shares and indirectly owns 28,520 shares through The Elizabeth Bennett Haga Irrevocable Trust, though he disclaims beneficial ownership of the latter.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive alignment of director incentives with shareholder interests through equity compensation, without any negative implications or unexpected events.

Positives

• Director compensation paid in stock aligns management's interests with shareholders, fostering a long-term perspective.
• The transaction reflects a standard compensation practice under an established company policy, indicating transparent corporate governance.

Future Outlook

No forward-looking statements or guidance are provided in this routine insider transaction report.

Management Comments

• The Reporting Person disclaims beneficial ownership of the shares of the Issuer's common stock held by said trust, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the shares of the Issuer's common stock held by said trust for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Industry Context

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

Comparison to Industry Standards

• Paying non-employee directors with equity is a common practice in the REIT sector and broader public markets, aligning director incentives with long-term shareholder value.
• The use of a 20-day trailing average closing price for share issuance is a standard, transparent method for valuing equity compensation, comparable to practices seen in other publicly traded companies.

Corporate Governance

Related Party Transactions

• The indirect ownership of 28,520 shares by The Elizabeth Bennett Haga Irrevocable Trust, where the reporting person's spouse is both a beneficiary and a trustee, constitutes a related party interest, though beneficial ownership is disclaimed by the reporting person.

Stakeholder Impact

• Shareholders: The director's equity compensation aligns their interests with shareholders, potentially fostering long-term value creation.
• Management: The compensation policy provides clear and transparent guidelines for director remuneration, supporting stable governance.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-scheduled equity compensation for a director, aligning their interests with shareholders. It does not present new information that would fundamentally alter the investment thesis for CTO Realty Growth, Inc. Therefore, a 'hold' recommendation is appropriate as this filing alone does not provide a basis for a 'buy' or 'sell' decision.

Keywords

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