Form 4: CTO Realty Growth Director Robert Gable Acquires Shares as Q2 2025 Compensation

CTO Realty Growth, Inc. Director Robert Blakeslee Gable acquired 1,051 shares of common stock on July 1, 2025, as compensation for his second-quarter 2025 board and committee retainer fees.

Summary

• Director Robert Blakeslee Gable acquired 1,051 shares of CTO Realty Growth, Inc. common stock on July 1, 2025.
• The shares were issued at a price of $18.1265 per share.
• This acquisition was in lieu of his 2nd quarter 2025 board retainer fee of $12,500 and committee retainer fees of $6,562.50, totaling $19,062.50.
• The issuance was made pursuant to the Issuer's Non-Employee Director Compensation Policy, adopted on February 27, 2019, and 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, Robert Blakeslee Gable beneficially owns 45,206 shares of common stock.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as a director increasing their stake, even through compensation, generally signals confidence and aligns interests with shareholders. It's a routine, expected event.

Positives

• Director Robert Blakeslee Gable increased his beneficial ownership in CTO Realty Growth, Inc., aligning his interests further with shareholders.
• The company's Non-Employee Director Compensation Policy facilitates equity-based compensation, which can promote long-term commitment and performance alignment from directors.

Future Outlook

This document is a transaction report and does not contain forward-looking statements or guidance.

Industry Context

The practice of compensating non-employee directors with equity is a common corporate governance strategy across various industries, including real estate investment trusts (REITs), to align director interests with long-term shareholder value.

Comparison to Industry Standards

• Compensating directors with company stock is a standard practice in publicly traded companies, including REITs, as it aligns the interests of the board with those of shareholders.
• The use of a trailing average closing price for share issuance is a common method to determine a fair and transparent valuation for equity compensation, similar to practices seen in companies like Prologis (PLD) or Simon Property Group (SPG) for their director compensation policies.

Corporate Governance

Related Party Transactions

• Issuance of 1,051 shares of common stock to Director Robert Blakeslee Gable as compensation for his 2nd quarter 2025 board and committee retainer fees, totaling $19,062.50, under the Non-Employee Director Compensation Policy.

Stakeholder Impact

• Shareholders: The transaction increases director ownership, potentially enhancing alignment of interests between the board and shareholders.
• Management: Reinforces the existing compensation structure for non-employee directors.

Key Dates

Keywords

CTO Realty Growth, Robert Blakeslee Gable, SEC Form 4, Insider Transaction, Director Compensation, Stock Acquisition, Equity Compensation, Real Estate Investment Trust, REIT