Tax withholding on vested shares for Realty Income (NYSE: O) insider

Rhea-AI Filing Summary

REALTY INCOME CORP insider Neale Redington reported an automatic share withholding for taxes related to vesting stock awards. On February 15, 2026, 337 shares of common stock were disposed of as a tax-withholding disposition at a reference price of $65.66 per share. These shares were issued and automatically withheld to satisfy employment tax obligations when 2,942 deferred shares vested under the company's Deferred Compensation Plan. After this transaction, Redington directly owned 13,105 shares of Realty Income common stock.

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

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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^*

Redington Neale

(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)
	See Remarks

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		F		337(1)	D	$65.66(2)	13,105	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 shares issued and automatically withheld to satisfy employment taxes and related tax withholding obligations upon the vesting of 2,942 shares of common stock on February 15, 2026 which have been deferred under the Issuer's Deferred Compensation Plan.

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

Remarks:

Senior Vice President and Chief Accounting Officer

	/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.

FAQ

What did Neale Redington report in this Form 4 for REALTY INCOME CORP (O)?

Neale Redington reported an automatic tax-withholding disposition of 337 common shares. The shares were withheld to cover employment taxes upon vesting of 2,942 deferred shares under Realty Income’s Deferred Compensation Plan, leaving him with 13,105 directly owned shares.

Was the REALTY INCOME CORP Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. It was a tax-withholding disposition, where 337 vested shares were automatically withheld to satisfy employment tax obligations tied to 2,942 deferred shares vesting under the company’s compensation plan.

How many REALTY INCOME CORP shares did Neale Redington own after the transaction?

After the reported tax-withholding disposition, Neale Redington directly owned 13,105 shares of Realty Income common stock. This figure reflects his holdings following the automatic withholding of 337 shares for employment tax obligations on vested deferred stock.

At what price were the withheld REALTY INCOME CORP shares valued in the Form 4?

The 337 withheld shares were valued at $65.66 per share. This price 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 explanatory footnote.

What triggered the tax-withholding disposition in REALTY INCOME CORP’s Form 4?

The tax-withholding disposition was triggered by the vesting of 2,942 shares of common stock. These shares had been deferred under Realty Income’s Deferred Compensation Plan, and a portion—337 shares—was automatically withheld to cover employment taxes when the vesting occurred.

How many REALTY INCOME CORP shares vested for Neale Redington on February 15, 2026?

A total of 2,942 common shares vested for Neale Redington on February 15, 2026. These vested shares were linked to the company’s Deferred Compensation Plan, and part of them, 337 shares, was automatically withheld to satisfy related tax obligations.