Whyte Gregory J. 4

What Happened
Gregory J. Whyte, Chief Operating Officer of Realty Income (O), was issued awards totaling 29,630 shares on February 17, 2026 (22,652 performance shares and 6,978 incentive-plan shares). To satisfy tax withholding obligations, 6,114 shares were surrendered/disposed at a reported closing price of $66.49, equal to approximately $406,520. The awards were issued with no cash consideration paid.

Key Details

• Transaction date: February 17, 2026 (Form 4 filed February 19, 2026). Filing appears timely.
• Awards issued: 22,652 shares (performance-based) and 6,978 shares (incentive-plan grant).
• Shares withheld/disposed for taxes: 6,114 shares at $66.49 = ~$406,520 (closing price per filing).
• Footnotes of note:
  • F1: 22,652 performance shares relate to a Feb 13, 2023 grant; 50% vested immediately, remaining 50% time-vest through Jan 1, 2027.
  • F2: The withheld shares represent automatic tax withholding upon issuance (per filing).
  • F3: $66.49 is the NYSE closing sale price on Feb 17, 2026 used to value the withholding.
  • F4: The 6,978 shares were granted through an incentive plan and vest ratably over four years; no consideration paid.
• Shares owned after the transactions: not specified in the provided filing data.

Context
This was primarily an issuance of compensation (performance and incentive awards), not an open-market sale. The 6,114-share disposition was an automatic, routine tax-withholding action (cashless/tax-satisfying), which should not be read as a signal of a discretionary sell decision by the insider. The remaining performance shares are subject to continued vesting according to the schedules noted above.