Form 4: Realty Income CFO's Routine Stock Vesting & Tax Withholding

Realty Income Corp's EVP, CFO & Treasurer, Jonathan Pong, reported the automatic withholding of shares for tax obligations upon the vesting of restricted stock.

Summary

• Jonathan Pong, EVP, CFO & Treasurer of Realty Income Corp, reported two transactions on January 1, 2026, involving the company's common stock.
• The transactions were classified as 'F' (payment of tax liability by withholding shares) and were made pursuant to a Rule 10b5-1 plan.
• In the first transaction, 1,401 shares were automatically withheld upon the vesting of 2,336 restricted shares of common stock.
• In the second transaction, 1,472 shares were automatically withheld upon the vesting of 2,606 restricted shares of common stock.
• The price used for these withholdings was $56.37 per share, which reflects the closing sale price on the New York Stock Exchange on December 31, 2025.
• Following the first reported transaction, Mr. Pong beneficially owned 40,571 shares directly.
• Following the second reported transaction, Mr. Pong beneficially owned 39,099 shares directly.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction related to executive compensation (tax withholding upon stock vesting). It does not indicate any positive or negative operational or financial developments for the company, thus maintaining a neutral sentiment.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

The reported transactions are routine for executive compensation, representing the automatic withholding of shares to cover tax liabilities upon the vesting of restricted stock awards. This is a standard practice across publicly traded companies to manage equity-based compensation.

Comparison to Industry Standards

• The practice of withholding shares for tax purposes upon the vesting of restricted stock is a standard and widely accepted method of managing executive equity compensation across various industries, including the REIT sector.
• This mechanism ensures compliance with tax obligations without requiring the executive to sell shares on the open market or use personal funds, which is common among comparable companies in the real estate investment trust (REIT) industry.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine, non-discretionary transactions related to executive compensation and do not reflect new strategic or operational changes.
• Employees: No direct impact beyond the reporting person, as this relates to an individual executive's compensation.

Key Dates

Keywords

Realty Income, O, Jonathan Pong, Form 4, Insider Transaction, Stock Vesting, Tax Withholding, CFO, Executive Compensation