REALTY INCOME (O) CEO receives stock awards and tax-withholding share offset

Rhea-AI Filing Summary

REALTY INCOME CORP President and CEO Sumit Roy reported equity-based compensation and related tax withholding transactions in company stock. On February 17, 2026, he acquired 103,792 performance shares that were awarded after the company met specified performance criteria, with half vesting immediately and half subject to time vesting through January 1, 2027.

On the same date, 33,847 restricted stock units were granted at no cost under an incentive plan, vesting ratably over four years. Also on February 17, 28,002 shares were automatically withheld at a reference price of $66.49 per share to cover tax obligations upon the issuance of 51,896 shares, leaving Roy with 424,300 shares of common stock held directly after these transactions.

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

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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^*

Roy Sumit

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Director

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		103,792(1)	A	$0	452,302	D
Common Stock	02/17/2026		F		28,002(2)	D	$66.49(3)	424,300	D
Common Stock	02/17/2026		A		33,847(4)	A	$0	458,147	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 51,896 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. Restricted Stock Units 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).
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FAQ

What did Sumit Roy report in this REALTY INCOME (O) Form 4?

Sumit Roy reported equity-based awards and related tax withholding in REALTY INCOME common stock. He received performance shares and restricted stock units, and some shares were withheld to satisfy tax obligations tied to stock issuance.

How many performance shares did Sumit Roy receive from REALTY INCOME (O)?

Sumit Roy received 103,792 performance shares after the company met specified performance criteria. Half of these performance shares vested immediately, while the remaining half will vest over time through January 1, 2027 under the award’s terms.

What restricted stock units did Sumit Roy receive from REALTY INCOME (O)?

Roy was granted 33,847 restricted stock units at no cash cost under an incentive plan. These units vest in equal installments over four years, providing time-based compensation aligned with his ongoing service to the company.

Why were 28,002 REALTY INCOME (O) shares withheld from Sumit Roy?

28,002 shares were automatically withheld to cover tax obligations when 51,896 shares were issued to Roy. The withholding amount was based on the higher of his minimum required rate or the maximum rate allowed by the taxing authority.

What price was used for the REALTY INCOME (O) tax-withholding shares?

The withheld shares were valued at $66.49 per share, which was the closing sale price of REALTY INCOME’s common stock on the New York Stock Exchange on February 17, 2026, as referenced for the tax-withholding calculation.

How many REALTY INCOME (O) shares did Sumit Roy hold after these transactions?

After the February 17, 2026 transactions and related share withholding, Sumit Roy directly held 424,300 shares of REALTY INCOME common stock. This reflects his updated direct ownership following the equity grants and tax-withholding disposition.