Roy Sumit 4

4 · REALTY INCOME CORP · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Realty Income (O) CEO Roy Sumit Receives Awards; 28K Shares Withheld

What Happened

Roy Sumit, President, CEO & Director of Realty Income (Ticker: O), was awarded equity on Feb 17, 2026 and had 28,002 shares withheld to cover tax obligations. The filing shows two awards: 103,792 performance shares (partially vested) and 33,847 restricted stock units (RSUs). The 28,002-share disposition was an automatic withholding valued at $66.49 per share (closing price), totaling $1,861,853 — not an open-market sale.

Key Details

Transaction date: February 17, 2026; Form 4 filed Feb 19, 2026 (appears timely).
Awards: 103,792 performance shares (code A) and 33,847 RSUs (code A); both reported as acquired at $0.
Tax withholding/disposition: 28,002 shares (code F) withheld/disposed at $66.49 = $1,861,853 (closing NYSE price on Feb 17, 2026).
Vesting specifics: Per footnote, the 103,792 performance shares stem from a Feb 13, 2023 grant — 50% (51,896 shares) immediately vested and were issued on Feb 17, 2026; the remaining 50% time-vest through Jan 1, 2027. The 33,847 RSUs vest ratably over four years.
Net issued from the vested portion: Of the 51,896 vested performance shares issued, 28,002 were withheld for taxes, leaving about 23,894 shares net-delivered to Sumit.
Shares owned after transaction: Not specified in the provided filing excerpt.
Footnotes: F1 = performance-share vesting details; F2 = shares automatically withheld for tax; F3 = closing price used; F4 = RSU grant terms.

Context

This filing reflects routine equity awards and automatic tax withholding, not a discretionary open-market sale. The withholding (code F) is common when shares vest and does not necessarily signal a CEO sell decision. The RSUs and remaining performance shares continue to vest over time per the company's incentive plan.

Form 4

Period: 2026-02-17

DirectorPresident, CEO & Director

Transactions

Award
Common Stock
[F1]
2026-02-17+103,792→ 452,302 total
Tax Payment
Common Stock
[F2][F3]
2026-02-17$66.49/sh−28,002$1,861,853→ 424,300 total
Award
Common Stock
[F4]
2026-02-17+33,847→ 458,147 total

Footnotes (4)

[F1]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.
[F2]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.
[F3]Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on February 17, 2026.
[F4]Restricted Stock Units granted through an incentive plan; no consideration was paid. Shares vest ratably over four years.

Signature

/s/ Bianca Martinez, by Power of Attorney|2026-02-19

1 file