Realty Income EVP reports equity awards, tax withholding

REALTY INCOME CORP executive Mark E. Hagan reported equity awards and related tax withholding.

Rhea-AI Filing Summary

REALTY INCOME CORP executive Mark E. Hagan reported equity awards and related tax withholding. On February 17, 2026, he acquired 30,194 common shares as performance shares and 10,533 additional shares granted under an incentive plan, both at no cash cost. On the same date, 8,141 shares were disposed of to cover tax withholding, based on the $66.49 closing share price.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Hagan Mark E

Role EVP, Chief Investment Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	30,194	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	8,141	$66.49	$541K
Grant/Award	Common Stock	10,533	$0.00	$0.00

Holdings After Transaction: Common Stock — 109,288 shares (Direct)

Footnotes (4)

1. F1. 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. F2. Represents shares automatically withheld upon the issuance of 15,097 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.
3. F3. Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on February 17, 2026.
4. F4. Shares granted through an incentive plan; no consideration was paid. Shares vest ratably over four years.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did REALTY INCOME CORP (O) report for Mark E. Hagan?

Mark E. Hagan reported equity awards and related tax withholding. He received performance shares and incentive-plan shares in REALTY INCOME CORP common stock, and a portion of the shares was automatically withheld to satisfy tax obligations tied to the award vesting.

How many REALTY INCOME CORP shares did Mark E. Hagan acquire in this Form 4?

He acquired 30,194 common shares as performance shares and 10,533 shares through an incentive plan. Both awards were granted without cash consideration, reflecting equity-based compensation rather than open-market purchases of REALTY INCOME CORP stock.

Why were 8,141 REALTY INCOME CORP shares disposed of in Mark E. Hagan’s Form 4?

The 8,141 shares were automatically withheld to cover tax withholding obligations upon the issuance of 15,097 shares. The amount was based on required or maximum allowed withholding rates under applicable tax authority rules, not an open-market sale.

What performance criteria affected Mark E. Hagan’s REALTY INCOME CORP performance shares?

The performance shares were awarded because the company met certain performance criteria from a February 13, 2023 grant. Half of these shares vested immediately, while the remaining half are subject to continued time-based vesting through January 1, 2027.

At what price were tax-withholding shares valued for Mark E. Hagan’s REALTY INCOME CORP award?

The tax-withholding shares were valued at $66.49 per share. This figure equals the closing sale price of REALTY INCOME CORP common stock on the New York Stock Exchange on February 17, 2026, the date the withholding occurred.

How do Mark E. Hagan’s incentive-plan shares in REALTY INCOME CORP vest over time?

Shares granted through the incentive plan vest ratably over four years. This means the grant is split into equal portions that vest on a scheduled basis, providing ongoing equity compensation tied to continued service with REALTY INCOME CORP.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/19/2026 - 07:15 PM EST Learn about SEC filing dates

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
Estimated average burden
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^*

Hagan Mark E

(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 Investment 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		30,194(1)	A	$0	106,896	D
Common Stock	02/17/2026		F		8,141(2)	D	$66.49(3)	98,755	D
Common Stock	02/17/2026		A		10,533(4)	A	$0	109,288	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. Represents shares automatically withheld upon the issuance of 15,097 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.

3. Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on February 17, 2026.

4. 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.