Tax-withheld share dispositions by Realty Income (O) COO Gregory J. Whyte

Rhea-AI Filing Summary

Realty Income Corp executive Gregory J. Whyte reported share dispositions tied to tax withholding, not open-market trades. On February 15, 2026, two blocks of common stock, 1,091 shares and 994 shares, were automatically withheld upon the issuance of 1,839 and 1,810 shares of stock, respectively.

Both tax-withholding dispositions used a value of $65.66 per share, reflecting the New York Stock Exchange closing price on February 13, 2026. After these transactions, Whyte continued to hold common stock directly, with reported post-transaction balances of 12,401 and 11,407 shares for the respective grants.

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^*

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)
02/15/2026

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		1,091(1)	D	$65.66(2)	12,401	D
Common Stock	02/15/2026		F		994(3)	D	$65.66(2)	11,407	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 1,839 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 1,810 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:

Exhibit 24 - Power of Attorney

	/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 insider transaction did Realty Income (O) executive Gregory J. Whyte report?

Gregory J. Whyte reported two tax-withholding dispositions of Realty Income common stock. These were automatic share withholdings connected to stock issuances on February 15, 2026, rather than open-market purchases or sales, and were used to satisfy tax obligations on those grants.

How many Realty Income (O) shares were withheld for taxes in this Form 4?

Two separate blocks of shares were withheld for taxes: 1,091 shares tied to an issuance of 1,839 shares, and 994 shares tied to an issuance of 1,810 shares. Both dispositions reflect automatic tax withholding rather than discretionary trading activity by the executive.

What price was used to value Gregory J. Whyte’s Realty Income (O) tax-withholding shares?

The tax-withheld shares were valued at $65.66 per share. This price represents the closing sale price of Realty Income’s common stock on the New York Stock Exchange on February 13, 2026, and was used to determine the value of the withheld shares for tax purposes.

Were Gregory J. Whyte’s Realty Income (O) transactions open-market sales?

No, the reported transactions were not open-market sales. They were coded as “F” transactions, meaning shares were automatically withheld to pay the exercise price or tax liability in connection with stock issuances, rather than discretionary buying or selling in the open market.

How many Realty Income (O) shares did Gregory J. Whyte hold after the tax-withholding transactions?

After the tax-withholding dispositions, the reported holdings show 12,401 shares following the 1,091-share withholding and 11,407 shares following the 994-share withholding. These figures reflect direct ownership of Realty Income common stock after each respective transaction date and grant-related adjustment.

What triggered the automatic share withholding for Realty Income (O) executive Gregory J. Whyte?

The automatic withholding was triggered by the issuance of 1,839 and 1,810 common shares on February 15, 2026. Shares were withheld based on the greater of the minimum required tax rate or the highest applicable withholding rate set by the taxing authority.