Hagan Mark E 4
4 · REALTY INCOME CORP · Filed Feb 19, 2026
Research Summary
AI-generated summary of this filing
Realty Income (O) EVP Mark Hagan Receives Awards
What Happened
Mark E. Hagan, EVP and Chief Investment Officer of Realty Income (ticker: O), received equity awards on Feb 17, 2026 and had shares withheld to cover taxes. The filing shows two awards: 30,194 performance shares (50% of which vested immediately) and 10,533 shares under an incentive plan — total awards = 40,727 shares. Upon issuance of 15,097 vested performance shares, 8,141 shares were automatically withheld for tax withholding (disposed) at the NYSE close price of $66.49, resulting in proceeds of approximately $541,295. The awards were granted with no cash consideration.
Key Details
- Transaction date: February 17, 2026. Filing date: February 19, 2026 (appears timely).
- Awards: 30,194 performance shares (A) and 10,533 incentive-plan shares (A).
- Tax withholding/Disposition: 8,141 shares withheld (F) at $66.49 = ~$541,295.
- Vesting: For the 30,194 performance shares, 50% vested immediately (15,097 shares); the remaining 50% vests through Jan 1, 2027 (F1). Incentive-plan shares vest ratably over four years (F4).
- No purchase price paid for the granted shares (F4). Withholding amount determined by applicable tax rules (F2). Valuation uses the NYSE close price on Feb 17, 2026 ($66.49) (F3).
- Shares owned after the transactions are not disclosed in the provided Form 4 excerpt.
Context
- These entries are awards and a tax-withholding disposition, not open-market purchases or voluntary sales. The withholding is a routine administrative step when equity vests and does not by itself indicate buying or selling intent.
- Performance shares are earned based on prior performance criteria (from a Feb 13, 2023 grant) and are partially time‑vested as described above.
Insider Transaction Report
Form 4
Hagan Mark E
EVP, Chief Investment Officer
Transactions
- Award
Common Stock
[F1]2026-02-17+30,194→ 106,896 total - Tax Payment
Common Stock
[F2][F3]2026-02-17$66.49/sh−8,141$541,295→ 98,755 total - Award
Common Stock
[F4]2026-02-17+10,533→ 109,288 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 15,097 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]Shares 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