Realty Income (NYSE: O) CFO logs tax-withholding share dispositions

Q: What did Realty Income (O) executive Jonathan Pong report in this Form 4?

Jonathan Pong reported three tax-withholding dispositions of Realty Income common stock. The shares were automatically withheld to satisfy tax obligations tied to the issuance and vesting of equity awards, rather than sold in open-market transactions.

Q: What price was used for Jonathan Pong’s Realty Income (O) tax-withheld shares?

The tax-withheld shares used a reference price of $65.66 per share . This amount reflects the closing sale price of Realty Income’s common stock on the New York Stock Exchange on February 13, 2026, as noted in the filing’s footnotes.

Q: Are Jonathan Pong’s Form 4 transactions in Realty Income (O) open-market sales?

No, the transactions are classified as tax-withholding dispositions under transaction code F. The shares were automatically withheld by the company to cover exercise and employment tax obligations, not discretionary open-market sales by Jonathan Pong.

Q: What equity events triggered the tax-withholding dispositions for Realty Income (O)?

The dispositions were triggered by the issuance of 4,319 and 1,086 shares and the vesting of 271 deferred shares. Portions of these newly issued or vested shares were automatically withheld to satisfy employment and related tax obligations.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

REALTY INCOME CORP executive Jonathan Pong, EVP, CFO & Treasurer, reported three dispositions of common stock on February 15, 2026, all classified as tax-withholding transactions rather than open-market sales. Shares were automatically withheld to cover tax obligations upon the issuance or vesting of equity awards, using a reference price of $65.66 per share, the closing sale price on February 13, 2026. After these withholding transactions, Pong directly owned 36,181 shares of Realty Income common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Pong Jonathan

Role EVP, CFO & Treasurer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	2,322	$65.66	$152K
Tax Withholding	Common Stock	584	$65.66	$38K
Tax Withholding	Common Stock	12	$65.66	$787.92

Holdings After Transaction: Common Stock — 36,777 shares (Direct)

Footnotes (1)

Represents shares automatically withheld upon the issuance of 4,319 shares of common stock on February 15, 2026, which amount is determined based upon the greater of such holder's minimum required tax withholding rate or the highest withholding rate permitted under the rules of the applicable taxing authority for tax withholding. Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on February 13, 2026. Represents shares automatically withheld upon the issuance of 1,086 shares of common stock on February 15, 2026, which amount is determined based upon the greater of such holder's minimum required tax withholding rate or the highest withholding rate permitted under the rules of the applicable taxing authority for tax withholding. Represents shares issued and automatically withheld to satisfy employment taxes and tax related withholding obligations upon the vesting of 271 shares of common stock on February 15, 2026 which have been deferred under the Issuer's Deferred Compensation Plan.

Form 4 Insider Transactions: What Each Field Means →

02/18/2026 - 05:52 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pong Jonathan

(Last)

(First)

(Middle)

11995 EL CAMINO REAL

(Street)

SAN DIEGO

92130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REALTY INCOME CORP [ O ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/15/2026		F		2,322⁽¹⁾	D	$65.66⁽²⁾	36,777	D
Common Stock	02/15/2026		F		584⁽³⁾	D	$65.66⁽²⁾	36,193	D
Common Stock	02/15/2026		F		12⁽⁴⁾	D	$65.66⁽²⁾	36,181	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares automatically withheld upon the issuance of 4,319 shares of common stock on February 15, 2026, which amount is determined based upon the greater of such holder's minimum required tax withholding rate or the highest withholding rate permitted under the rules of the applicable taxing authority for tax withholding.

2. Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on February 13, 2026.

3. Represents shares automatically withheld upon the issuance of 1,086 shares of common stock on February 15, 2026, which amount is determined based upon the greater of such holder's minimum required tax withholding rate or the highest withholding rate permitted under the rules of the applicable taxing authority for tax withholding.

4. Represents shares issued and automatically withheld to satisfy employment taxes and tax related withholding obligations upon the vesting of 271 shares of common stock on February 15, 2026 which have been deferred under the Issuer's Deferred Compensation Plan.

Remarks:

	/s/ Bianca Martinez, by Power of Attorney	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Realty Income (O) executive Jonathan Pong report in this Form 4?

Jonathan Pong reported three tax-withholding dispositions of Realty Income common stock. The shares were automatically withheld to satisfy tax obligations tied to the issuance and vesting of equity awards, rather than sold in open-market transactions.

How many Realty Income (O) shares were involved in Jonathan Pong’s tax withholdings?

The filing lists three separate tax-withholding dispositions of 2,322, 584, and 12 shares of Realty Income common stock. Each disposition relates to equity awards issued or vested on February 15, 2026, with shares withheld to cover tax liabilities.

What price was used for Jonathan Pong’s Realty Income (O) tax-withheld shares?

The tax-withheld shares used a reference price of $65.66 per share. This amount reflects the closing sale price of Realty Income’s common stock on the New York Stock Exchange on February 13, 2026, as noted in the filing’s footnotes.

Are Jonathan Pong’s Form 4 transactions in Realty Income (O) open-market sales?

No, the transactions are classified as tax-withholding dispositions under transaction code F. The shares were automatically withheld by the company to cover exercise and employment tax obligations, not discretionary open-market sales by Jonathan Pong.

How many Realty Income (O) shares does Jonathan Pong own after these transactions?

After the reported tax-withholding dispositions, Jonathan Pong directly owns 36,181 shares of Realty Income common stock. This post-transaction ownership figure is disclosed in the Form 4 as the total shares held following the final disposition.

What equity events triggered the tax-withholding dispositions for Realty Income (O)?

The dispositions were triggered by the issuance of 4,319 and 1,086 shares and the vesting of 271 deferred shares. Portions of these newly issued or vested shares were automatically withheld to satisfy employment and related tax obligations.