Stock awards and tax share withholding at Realty Income (NYSE: O)

Rhea-AI Filing Summary

REALTY INCOME CORP executive Neil Abraham reported stock-based compensation transactions in company common stock. He acquired 30,654 performance shares that were earned after the company met performance criteria from a February 13, 2023 grant, with half vesting immediately and the remainder continuing to vest through January 1, 2027. He also had 8,265 shares automatically disposed of to cover tax withholding obligations upon the issuance of 15,327 shares on February 17, 2026, based on a share price of $66.49. In addition, he received a separate grant of 10,706 shares through an incentive plan for no cash consideration, which vest ratably over four years. Following these transactions, he directly held 103,548 shares of Realty Income common stock.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Abraham Neil

Role See Remarks

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	30,654	$0.00	--
Tax Withholding	Common Stock	8,265	$66.49	$550K
Grant/Award	Common Stock	10,706	$0.00	--

Holdings After Transaction: Common Stock — 101,107 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. Represents shares automatically withheld upon the issuance of 15,327 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^*

Abraham Neil

(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)
02/17/2026

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		30,654(1)	A	$0	101,107	D
Common Stock	02/17/2026		F		8,265(2)	D	$66.49(3)	92,842	D
Common Stock	02/17/2026		A		10,706(4)	A	$0	103,548	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 15,327 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:

President, Realty Income International, Executive Vice President, Chief Strategy Officer

	/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 Neil Abraham report in this Form 4 for Realty Income (O)?

Neil Abraham reported stock-based compensation activity in Realty Income common stock, including performance share vesting, a new incentive grant, and shares withheld for taxes. These are administrative equity compensation events rather than open-market purchases or sales.

How many Realty Income (O) shares did Neil Abraham acquire in awards?

Neil Abraham acquired 30,654 performance shares that were earned after meeting performance criteria and an additional 10,706 shares through an incentive plan grant. Both awards were granted without cash consideration and are subject to time-based vesting schedules extending up to four years.

Why were 8,265 Realty Income (O) shares disposed of in this filing?

The 8,265 shares were automatically withheld to satisfy tax withholding obligations upon the issuance of 15,327 shares of common stock on February 17, 2026. The withholding amount was determined using applicable tax rates and a reference share price of $66.49.

What is the vesting schedule for Neil Abraham’s performance shares at Realty Income (O)?

The 30,654 performance shares were awarded after performance goals were met from a February 13, 2023 grant. Fifty percent vested immediately, while the remaining fifty percent continue to vest based on time through January 1, 2027, subject to ongoing service conditions.

How do the new incentive plan shares for Neil Abraham at Realty Income (O) vest?

The 10,706 shares granted through an incentive plan vest ratably over four years. No cash consideration was paid for these shares, meaning they represent equity compensation that becomes fully owned gradually over the multi-year vesting period.

How many Realty Income (O) shares does Neil Abraham own after these transactions?

After the reported grants and tax withholding disposition, Neil Abraham directly owns 103,548 shares of Realty Income common stock. This figure reflects his updated direct holdings following all transactions reported in the Form 4 on February 17, 2026.