Form 4: Director Haga Acquires CTO Realty Growth Shares

Christopher W. Haga, a Director at CTO Realty Growth, Inc., acquired 1,004 shares of common stock as compensation for board retainer fees.

Summary

• Director Christopher W. Haga acquired 1,004 shares of CTO Realty Growth, Inc. common stock on July 1, 2026.
• The shares were issued in lieu of his second quarter 2026 board retainer fee of $12,500 and committee retainer fees of $8,437.50.
• The share price used for the issuance was $20.8345, based on the 20-day trailing average closing price.
• Following this transaction, Haga directly owns 32,049 shares and indirectly beneficially owns an additional 28,520 shares through The Elizabeth Bennett Haga Irrevocable Trust.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it represents a routine compensation transaction for a director and does not provide new financial or strategic information about the company.

Positives

• Director compensation was settled in stock, aligning director interests with shareholders.
• The share issuance price was based on a trailing average, potentially reflecting market value.
• The reporting person continues to hold a significant number of shares, indicating ongoing commitment.

Negatives

• The filing does not provide information on the company's financial performance or strategic initiatives, making it difficult to assess the broader implications of this transaction.

Risks

• The filing does not explicitly mention any risks associated with this transaction.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing.

Management Comments

• The shares were issued in lieu of board and committee retainer fees pursuant to the Issuer's Non-Employee Director Compensation Policy.
• The share price utilized was the 20-day trailing average closing price as of the last business day of the calendar quarter.
• The Reporting Person disclaims beneficial ownership of shares held by The Elizabeth Bennett Haga Irrevocable Trust.

Industry Context

StockSavvy.ai notes that the use of stock for director compensation is a common practice in the Real Estate Investment Trust (REIT) sector, aiming to align executive and director interests with those of shareholders. This transaction is a routine disclosure under SEC regulations for insider transactions.

Comparison to Industry Standards

• Many publicly traded REITs, including those in the office, retail, and industrial sectors, utilize equity-based compensation for their directors. This practice is considered standard for aligning long-term interests.
• The use of a trailing average stock price for compensation issuance is a common method to mitigate the impact of short-term stock price volatility, a practice seen across various industries.
• The specific amount of retainer fees and the number of shares issued are typical for a director of a publicly traded company of CTO Realty Growth's size and market capitalization.

Corporate Governance

Related Party Transactions

• The transaction involves the acquisition of shares by a director, Christopher W. Haga, as compensation for his services.

Stakeholder Impact

• Shareholders: The issuance of shares for compensation can dilute existing ownership slightly, but also aligns director interests with shareholder value.
• Employees: No direct impact on employees is indicated in this filing.
• Creditors: No direct impact on creditors is indicated in this filing.

Next Steps

• The reporting person will continue to hold shares directly and indirectly.
• Future compensation for directors will be determined by the Non-Employee Director Compensation Policy.

Key Dates

Keywords

Form 4, SEC Filing, Insider Trading, Director Compensation, CTO Realty Growth, Christopher W. Haga, Common Stock, Beneficial Ownership