Realty Income (NYSE: O) EVP reports shares withheld for tax liability

Rhea-AI Filing Summary

Realty Income Corp executive Mark E. Hagan reported automatic tax-related share withholdings under equity awards. On February 15, 2026, a total of 1,322 and 1,449 shares of common stock were withheld to cover tax liabilities upon the issuance of 2,452 and 2,687 shares, respectively, using the $65.66 closing price from February 13, 2026 as the valuation basis.

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^*

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)
02/15/2026

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		1,322(1)	D	$65.66(2)	78,151	D
Common Stock	02/15/2026		F		1,449(3)	D	$65.66(2)	76,702	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 automatically withheld upon the issuance of 2,452 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 2,687 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.

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).
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FAQ

What did Realty Income (O) executive Mark E. Hagan report in this Form 4?

Mark E. Hagan reported automatic tax-withholding dispositions of Realty Income common stock. Shares were withheld by the company on February 15, 2026 to satisfy tax obligations triggered by the issuance of equity awards, rather than representing open-market purchases or sales.

How many Realty Income (O) shares were withheld for Mark E. Hagan’s taxes?

A total of 1,322 and 1,449 Realty Income common shares were withheld. These withholdings corresponded to separate equity issuances of 2,452 and 2,687 shares on February 15, 2026, with the withheld amounts determined under applicable tax withholding rules.

At what price were Mark E. Hagan’s Realty Income (O) tax-withheld shares valued?

The 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 specified in the footnotes to the Form 4 filing.

Was Mark E. Hagan’s Realty Income (O) Form 4 a market sale of shares?

No, the filing reflects tax-withholding dispositions, not open-market sales. Shares were automatically withheld by Realty Income upon the issuance of stock on February 15, 2026 to cover tax liabilities, consistent with the company’s equity award and withholding procedures.

What equity awards triggered the tax-withholding in Realty Income (O) Form 4?

The tax-withholding followed the issuance of 2,452 and 2,687 Realty Income common shares on February 15, 2026. For each issuance, a portion of the shares was automatically withheld to satisfy tax obligations based on applicable minimum or maximum withholding rates.

Does the Realty Income (O) Form 4 show changes in Mark E. Hagan’s ownership type?

No, the transactions involve directly held common stock and are coded as direct ownership. The Form 4 describes automatic share withholding for taxes, without indicating any change to indirect ownership structures or transfers to third-party entities.