Realty Income (NYSE: O) COO awarded shares, stock withheld for taxes

Rhea-AI Filing Summary

REALTY INCOME CORP Executive Vice President and Chief Operating Officer Gregory J. Whyte reported stock-based compensation and related tax withholding transactions. On February 17, 2026, he acquired 22,652 performance shares after the company met performance criteria, with half vesting immediately and the remainder vesting through January 1, 2027. He also acquired 6,978 additional shares granted under an incentive plan that vest ratably over four years, with no cash consideration paid. In a separate transaction, 6,114 shares of common stock were automatically withheld at $66.49 per share to satisfy tax obligations upon the issuance of 11,326 shares.

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^*

Whyte Gregory J.

(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 Operating 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		22,652(1)	A	$0	34,059	D
Common Stock	02/17/2026		F		6,114(2)	D	$66.49(3)	27,945	D
Common Stock	02/17/2026		A		6,978(4)	A	$0	34,923	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 11,326 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).
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FAQ

What insider transactions did Realty Income (O) report for COO Gregory J. Whyte?

Gregory J. Whyte reported stock awards and tax withholding transactions. He acquired performance-based and incentive-plan shares of Realty Income common stock, while a portion of shares was automatically withheld to cover tax obligations tied to those awards, all dated February 17, 2026.

How many performance shares did Realty Income (O) grant to Gregory J. Whyte?

Realty Income granted 22,652 performance shares to Gregory J. Whyte. These were awarded after the company met specified performance criteria from a February 13, 2023 grant, with half vesting immediately and the remaining half vesting over time through January 1, 2027.

Why were 6,114 Realty Income (O) shares disposed of in this Form 4?

The 6,114 shares were automatically withheld to satisfy tax withholding obligations. They relate to the issuance of 11,326 shares of Realty Income common stock, with the withholding amount based on the applicable maximum permitted tax rate for the reporting person.

What price was used for the tax-withholding shares in Realty Income (O)?

The withheld 6,114 shares were valued at $66.49 per share. This reflects the closing sale price of Realty Income’s common stock on the New York Stock Exchange on February 17, 2026, and was used to calculate the tax-withholding share amount.

What are the vesting terms of Gregory J. Whyte’s new Realty Income (O) grants?

Half of the 22,652 performance shares vested immediately, with the rest vesting through January 1, 2027. An additional 6,978 shares granted through an incentive plan vest ratably over four years, with no cash consideration required from the executive.

Did Gregory J. Whyte pay cash for his new Realty Income (O) share grants?

He did not pay cash for the incentive-plan grant of 6,978 shares. The filing notes these shares were granted through an incentive plan with no consideration paid, functioning as equity compensation rather than an open-market stock purchase.