Kehle Shannon 4

4 · REALTY INCOME CORP · Filed Feb 19, 2026

AI-generated summary of this filing

Updated Feb 20, 2026

Realty Income EVP Kehle Shannon Receives Award; Shares Withheld

What Happened

Kehle Shannon, Executive Vice President and Chief People Officer of Realty Income (O), received equity awards on Feb 17, 2026: 4,872 performance shares and 2,256 incentive-plan shares (total 7,128 shares) at $0 consideration.
To satisfy tax withholding obligations, 1,311 shares were surrendered/withheld (reported as a disposition) at the NYSE closing price of $66.49, producing a notional amount of $87,168.

Key Details

Transaction date: Feb 17, 2026; Form 4 filed Feb 19, 2026 (timely filing).
Awards: 4,872 performance shares (code A) and 2,256 incentive-plan shares (code A); no cash paid for these grants (price $0).
Tax withholding: 1,311 shares disposed (code F) at $66.49 each = $87,168 (F4).
Shares owned after the transactions: not reported in the excerpt provided.
Relevant footnotes:
- F1: The 4,872 performance shares stem from a Feb 13, 2023 grant; 50% vested immediately, the other 50% vests through Jan 1, 2027.
- F3: The withholding (1,311 shares) was applied automatically upon issuance of 2,436 shares (tax withholding calculation based on applicable rates).
- F5: The 2,256 shares are from an incentive plan and vest ratably over four years.
- F2: No shares were acquired via the dividend reinvestment plan (0 shares).
Transaction codes explained: A = award/acquisition; F = shares withheld for taxes.

Context

This was primarily an equity award issuance to an executive, not an open‑market purchase or sale by the insider. The 1,311 shares surrendered represent routine tax withholding (a common, administrative step) rather than a discretionary sale indicating sentiment.
The performance award has a time‑vesting component remaining (through Jan 1, 2027), so not all granted shares are immediately transferable.

Form 4

Period: 2026-02-17

EVP, Chief People Officer

Transactions

Award
Common Stock
[F1][F2]
2026-02-17+4,872→ 26,738 total
Tax Payment
Common Stock
[F3][F4][F2]
2026-02-17$66.49/sh−1,311$87,168→ 25,427 total
Award
Common Stock
[F5][F2]
2026-02-17+2,256→ 27,683 total

Footnotes (5)

[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]Includes 0 shares of common stock acquired through the Issuer's dividend reinvestment plan.
[F3]Represents shares automatically withheld upon the issuance of 2,436 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.
[F4]Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on February 17, 2026.
[F5]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

1 file