Realty Income (O) CEO reports tax-withholding share dispositions on Form 4

Rhea-AI Filing Summary

REALTY INCOME CORP President and CEO Sumit Roy reported two tax-related share dispositions of common stock. On February 15, 2026, a total of 4,547 shares and 4,657 shares were automatically withheld at a price of $65.66 per share to cover tax obligations upon the issuance of 8,428 and 8,631 shares of common stock, respectively. After these non-market, tax-withholding dispositions, Roy directly held 348,510 shares of common stock.

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^*

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)
02/15/2026

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		4,547(1)	D	$65.66(2)	353,167	D
Common Stock	02/15/2026		F		4,657(3)	D	$65.66(2)	348,510	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 8,428 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 8,631 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.
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FAQ

What insider transaction did REALTY INCOME CORP (O) CEO Sumit Roy report?

Sumit Roy reported two tax-withholding dispositions of common stock. A total of 4,547 and 4,657 shares were automatically withheld on February 15, 2026 to satisfy tax obligations tied to stock issuances.

Were Sumit Roy’s REALTY INCOME CORP (O) Form 4 transactions open-market sales?

No, the transactions were not open-market sales. They were automatic tax-withholding dispositions, where shares were withheld to pay exercise price or tax liabilities upon issuance of common stock.

At what price were REALTY INCOME CORP (O) shares withheld for Sumit Roy’s taxes?

The withheld shares were valued at $65.66 per share. This price reflects the closing sale price of REALTY INCOME CORP common stock on the New York Stock Exchange on February 13, 2026, as noted in the filing footnote.

How many REALTY INCOME CORP (O) shares were issued related to Sumit Roy’s tax-withholding events?

The events related to the issuance of 8,428 and 8,631 shares of common stock. Portions of these issuances were automatically withheld to cover tax liabilities, resulting in the reported tax-withholding dispositions on February 15, 2026.

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

Following the reported tax-withholding dispositions, Sumit Roy directly held 348,510 shares of REALTY INCOME CORP common stock. This figure reflects his direct ownership after the February 15, 2026 withholding transactions disclosed in the Form 4.

What does transaction code F mean in Sumit Roy’s REALTY INCOME CORP (O) Form 4?

Transaction code F indicates a tax-withholding disposition. It means shares were delivered or withheld to pay an exercise price or satisfy tax liabilities, rather than being sold in a discretionary open-market transaction.