Mays Philip 4

What Happened

• Philip Mays, Senior VP, CFO & Treasurer of CTO Realty Growth, Inc., had 1,269 restricted shares withheld (disposed) to satisfy tax withholding related to RSU vesting. The withheld shares were recorded at $17.39 per share for a total value of $22,068. A total of 4,280 restricted shares vested and became unrestricted on January 28, 2026, and a portion of those vested shares was used to cover the tax obligation.

Key Details

• Transaction date and price: January 28, 2026 — 1,269 shares withheld at $17.39/share (total $22,068).
• Shares owned after transaction: Not specified in the Form 4 filing.
• Footnotes: F1 — 4,280 RSU shares vested on Jan 28, 2026 and a portion were withheld for taxes; F2 — the reporting person has 8,561 restricted shares that vest over time (previously reported).
• Filing timeliness: Form 4 filed Jan 30, 2026 (two days after the transaction), which appears to be timely.

Context

• This was a routine tax-withholding disposition (transaction code F) related to RSU vesting, not an open-market sale or a purchase. Such withholdings are common when restricted stock awards vest and do not necessarily indicate a change in the insider’s view of the company.