CTO Realty Growth, Inc. — Director's Dealing 2021

Jan 7, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CTO Realty Growth, Inc. (CTO)
CIK: 0000023795
Period of Report: 2021-01-04

Reporting Person: Brokaw George R (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-04	Common Stock	A	366	$40.9580	Acquired	11251	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1286	Indirect

Footnotes

F1: These shares were issued to the Reporting Person in lieu of his 4th quarter 2020 retainer fee of $10,000 and meeting fees of $5,000 pursuant to the Issuer's Non-Employee Director Compensation Policy (the "Policy") adopted by the Issuer's board of directors on February 27, 2019. Pursuant to the Policy, the share price utilized to calculate the number of shares issued was the 20-day trailing average closing price as of the last day of the quarter, or $40.9580.

F2: On November 10, 2020, the Issuer's Board of Directors declared a special distribution on its shares of common stock in an aggregate amount of $55.8 million (the "Special Distribution"). The Special Distribution was paid on December 21, 2020 (in a combination of cash and shares of the Issuer's common stock), to shareholders of record as of the close of business on November 19, 2020. As a result of the Special Distribution, the Reporting Person received approximately 2,422 shares (direct holdings) of the Issuer's common stock.

F3: As a result of the Special Distribution, the Reporting Person received approximately 286 shares (indirect holdings) of the Issuer's common stock.

F4: These securities are held directly by the above-named trust, of which the Reporting Person is a beneficiary and trustee.