Realty Income Corp (O) EVP granted stock awards with tax withholding

Rhea-AI Filing Summary

Realty Income Corp EVP and Chief People Officer Shannon Kehle reported equity compensation activity. On February 17, 2026, Kehle acquired 4,872 shares of common stock as performance shares tied to a February 13, 2023 grant, of which half vested immediately and half remain subject to time vesting through January 1, 2027. On the same date, 2,256 additional shares were granted through an incentive plan at no cost, vesting ratably over four years. Also on February 17, 1,311 shares were automatically withheld at a price of $66.49 per share to satisfy tax obligations upon the issuance of 2,436 shares. After these transactions, Kehle held between 25,427 and 27,683 shares of common stock directly, as reported across the individual line items.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Kehle Shannon

Role EVP, Chief People Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	4,872	$0.00	--
Tax Withholding	Common Stock	1,311	$66.49	$87K
Grant/Award	Common Stock	2,256	$0.00	--

Holdings After Transaction: Common Stock — 26,738 shares (Direct)

Footnotes (1)

1. Represents performance shares awarded as a result of the Company having met certain performance criteria, pursuant to the reporting person's grant on February 13, 2023. Fifty percent of the performance shares immediately vested. The remaining fifty percent are subject to time vesting through January 1, 2027. Includes 0 shares of common stock acquired through the Issuer's dividend reinvestment plan. Represents shares automatically withheld upon the issuance of 2,436 shares of common stock on February 17, 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 17, 2026. Shares granted through an incentive plan; no consideration was paid. Shares vest ratably over four years.

Form 4 Insider Transactions: What Each Field Means →

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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hours per response:			0.5

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^*

Kehle Shannon

(Last) (First) (Middle)

11995 EL CAMINO REAL

(Street)

SAN DIEGO CA 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, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026		A		4,872(1)	A	$0	26,738(2)	D
Common Stock	02/17/2026		F		1,311(3)	D	$66.49(4)	25,427(2)	D
Common Stock	02/17/2026		A		2,256(5)	A	$0	27,683(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents performance shares awarded as a result of the Company having met certain performance criteria, pursuant to the reporting person's grant on February 13, 2023. Fifty percent of the performance shares immediately vested. The remaining fifty percent are subject to time vesting through January 1, 2027.

2. Includes 0 shares of common stock acquired through the Issuer's dividend reinvestment plan.

3. Represents shares automatically withheld upon the issuance of 2,436 shares of common stock on February 17, 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. Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on February 17, 2026.

5. Shares granted through an incentive plan; no consideration was paid. Shares vest ratably over four years.

Remarks:

	/s/ Bianca Martinez, by Power of Attorney	02/19/2026
	** 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.

FAQ

What did Realty Income Corp (O) EVP Shannon Kehle report on this Form 4?

Shannon Kehle reported equity compensation activity involving grants and tax withholding in Realty Income Corp common stock. The filing shows performance-based and time-vested share awards, plus automatic share withholding to cover tax obligations tied to a share issuance on February 17, 2026.

How many Realty Income Corp (O) shares did Shannon Kehle acquire in awards?

Kehle acquired 4,872 performance shares and 2,256 additional incentive plan shares of Realty Income Corp common stock. The performance shares result from meeting certain criteria, with half vesting immediately and half vesting through January 1, 2027; the incentive shares vest ratably over four years.

Why were 1,311 Realty Income Corp (O) shares disposed of in this Form 4?

The 1,311 shares were automatically withheld to satisfy tax obligations upon issuance of 2,436 shares on February 17, 2026. The withholding amount was based on applicable tax rates, using the $66.49 closing price of Realty Income Corp common stock on the New York Stock Exchange.

Were Shannon Kehle’s Realty Income Corp (O) share transactions open-market buys or sells?

No, the transactions were not open-market buys or sells. They reflect equity compensation: performance share awards, an incentive plan grant with no cash paid, and shares automatically withheld to cover tax liabilities associated with the issuance of common stock on February 17, 2026.

What vesting terms apply to Shannon Kehle’s Realty Income Corp (O) performance shares?

The performance shares were awarded because certain performance criteria were met under a February 13, 2023 grant. Fifty percent vested immediately, while the remaining fifty percent will continue to vest over time through January 1, 2027, subject to the stated time-vesting conditions.

How do the newly granted incentive shares for Shannon Kehle in Realty Income Corp (O) vest?

The incentive plan shares were granted with no cash consideration required from Shannon Kehle. According to the disclosure, these shares vest ratably over four years, meaning portions of the grant will vest in equal installments during that multi-year period, subject to plan conditions.