Smith Daniel Earl 4

What Happened

• Daniel Earl Smith, SVP, General Counsel & Corporate Secretary of CTO Realty Growth, Inc. (CTO), had 4,548 shares of the company's common stock withheld to satisfy a tax liability. The withheld shares were disposed at $17.39 per share for a total value of $79,090. The transaction is reported under code F (tax withholding/payment of tax liability).

Key Details

• Transaction date and price: January 28, 2026 — 4,548 shares at $17.39 each (total $79,090).
• Shares owned after transaction: Not specified in the filing.
• Footnotes of note:
  • F1: On January 28, 2025, 11,559 restricted shares previously awarded to the reporting person became vested and unrestricted; a portion was withheld by the issuer to satisfy the reporting person’s tax liability.
  • F2: Includes 10,544 shares of restricted common stock that vest over time and were previously reported.
  • F3: The reporting person may be deemed beneficial owner of shares held in an account via a durable power of attorney but disclaims beneficial ownership except to the extent of his pecuniary interest.
• Filing timeliness: Report filed January 30, 2026 (appears timely relative to the January 28, 2026 transaction).

Context

• Code F transactions reflect shares surrendered or withheld to cover tax obligations tied to awards or vesting — these are routine and do not necessarily indicate a personal decision to sell for investment reasons.
• The filing notes prior vesting activity and that some shares vest over time; the withholding here functions like a cashless tax withholding on vested restricted stock.