Form 4: Director Compensation: CTO Realty Growth, Inc. Stock Award

CTO Realty Growth, Inc. reports a Form 4 filing detailing a stock award to Director Christopher W. Haga for his retainer fees.

Summary

• Christopher W. Haga, a Director at CTO Realty Growth, Inc., received 1,108 shares of common stock on April 1, 2026.
• These shares were issued in lieu of his first quarter 2026 board and committee retainer fees, totaling $20,937.50.
• The share price used for this issuance was $18.8835, based on the 20-day trailing average closing price.
• Following this transaction, Mr. Haga directly owns 31,045 shares.
• Additionally, 28,520 shares are indirectly held by The Elizabeth Bennett Haga Irrevocable Trust, for which Mr. Haga disclaims beneficial ownership.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it represents a routine compensation transaction for a director rather than a significant strategic or financial event.

Positives

• Director compensation is being paid in stock, aligning director interests with shareholders.
• The use of a 20-day trailing average closing price for stock issuance provides a fair market valuation.
• The company has a clear Non-Employee Director Compensation Policy in place.

Risks

• Potential for future dilution if a significant portion of director compensation is paid in stock.
• The disclaimer of beneficial ownership for shares held by the trust could be subject to scrutiny.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, which primarily reports a past transaction.

Management Comments

• The shares were issued in lieu of his 1st quarter 2026 board retainer fee of $12,500 and committee retainer fees of $8,437.50 pursuant to the Issuer's Non-Employee Director Compensation Policy.
• The share price utilized to calculate the number of shares issued was the 20-day trailing average closing price as of the last business day of the calendar quarter, or $18.88350.
• 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

StockSavvy.ai notes that the use of stock awards for director compensation is a common practice in the REIT and real estate sectors, aiming to align executive and director interests with long-term shareholder value creation. This aligns with industry trends where companies are increasingly utilizing equity-based compensation to attract and retain talent while managing cash outflows.

Corporate Governance

Related Party Transactions

• The issuance of 1,108 shares to Director Christopher W. Haga for his retainer fees is a related party transaction, as it involves compensation to a company insider.

Stakeholder Impact

• Shareholders: The issuance of stock for compensation can lead to slight dilution but also aligns director interests with long-term shareholder value.
• Directors: Receives compensation in a form that can appreciate with the company's stock performance.
• Employees: No direct impact, but reflects the company's compensation philosophy.

Next Steps

• Continue to monitor future Form 4 filings for any additional compensation-related transactions or changes in beneficial ownership.
• Review the company's annual proxy statement for a comprehensive overview of director and executive compensation practices.

Key Dates

Keywords

Form 4, Director Compensation, Stock Award, CTO Realty Growth, Christopher W. Haga, Retainer Fees, Beneficial Ownership, SEC Filing