Kehle Shannon 4

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.