Roy Sumit 4

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.