Hagan Mark E 4

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.