Form 4: Realty Income CIO Sells Shares for Tax Withholding
Insider Transaction Report
Realty Income's EVP and Chief Investment Officer, Mark E. Hagan, reported the sale of common stock to cover tax obligations related to the vesting of performance and restricted shares.
Summary
- Mark E. Hagan, EVP, Chief Investment Officer of Realty Income Corp, reported transactions involving the company's common stock.
- On December 31, 2025, 8,052 shares were disposed of at $56.37 per share to cover tax withholding upon the vesting of 14,875 performance shares. These performance shares were granted on February 14, 2022, and vested after the company met certain performance criteria.
- On January 1, 2026, 776 shares were disposed of at $56.37 per share for tax withholding upon the vesting of 1,289 restricted shares of common stock.
- Also on January 1, 2026, an additional 1,129 shares were disposed of at $56.37 per share for tax withholding upon the vesting of 1,876 restricted shares of common stock.
- Following these transactions, Mark E. Hagan beneficially owns 79,473 shares of Realty Income common stock.
- The transactions were made pursuant to a Rule 10b5-1(c) plan.
Sentiment
Score: 5
Explanation: The filing reports routine executive compensation vesting and associated tax withholding sales, which are neutral events. There are no significant positive or negative implications for the company's operations or financial health.
Positives
- Vesting of 14,875 performance shares indicates the company met certain performance criteria.
- Vesting of 1,289 and 1,876 restricted shares represents compensation for the executive.
Negatives
- Disposal of 8,052 shares, 776 shares, and 1,129 shares of common stock, totaling 9,957 shares, to cover tax withholding reduces the executive's direct beneficial ownership.
Future Outlook
The filing does not contain specific forward-looking statements or guidance regarding the company's future performance.
Management Comments
- No direct quotes or paraphrased statements from company management are provided in this Form 4 filing, beyond the factual reporting of transactions.
Industry Context
This Form 4 filing details routine insider transactions related to executive compensation and tax withholding, which is a common occurrence across all industries for publicly traded companies. It does not provide information relevant to broader industry trends or competitive analysis.
Comparison to Industry Standards
- This filing reports standard executive compensation vesting and associated tax withholding sales, which are common practices across publicly traded companies. There are no specific comparable companies, projects, or results mentioned to assess against global benchmarks.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Mark Hagan, EVP, Chief Investment Officer, granted a Power of Attorney to Michelle Bushore, Jonathan Pong, Bianca Martinez, Neale Redington, David Fredriks, and Stephanie Graffious to execute and file Section 13 Filings, Section 16 Filings, Form 144 Filings, and Forms ID on his behalf. | August 14, 2025 | This streamlines the process for the executive to comply with SEC reporting requirements by delegating the administrative task of filing to designated attorneys-in-fact. It does not alter the executive's underlying responsibilities or liabilities. |
Related Party Transactions
- The transactions involve an executive and the company's stock, which is a common related-party transaction in the context of executive compensation. No other related party dealings are disclosed.
Stakeholder Impact
- Shareholders: The sale of shares for tax withholding is a routine event and is unlikely to have a significant direct impact on other shareholders. The vesting of performance shares indicates the company met certain performance criteria, which could be viewed positively.
- Employees: No direct impact on employees is indicated.
- Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated.
Next Steps
- The filing does not mention any specific future actions, events, or milestones for the company or the reporting person beyond the reported transactions.
Key Dates
| Date | Description |
|---|---|
| February 14, 2022 | Grant date of performance shares to Mark E. Hagan. |
| August 14, 2025 | Date Mark Hagan executed the Power of Attorney. |
| December 31, 2025 | Date of earliest transaction; vesting of 14,875 performance shares and associated tax withholding sale of 8,052 shares. |
| January 1, 2026 | Vesting of 1,289 and 1,876 restricted shares and associated tax withholding sales of 776 and 1,129 shares. |
| January 5, 2026 | Signature date of the Form 4 filing. |
Recommendation
holdThis Form 4 filing details routine insider transactions related to executive compensation and tax withholding. Such transactions are standard and do not typically indicate a change in the company's fundamental value or future prospects. The vesting of performance shares suggests the company met prior performance targets, which is a positive, but the associated tax sales are neutral. Therefore, a 'hold' recommendation is appropriate as this filing provides no new information to alter an existing investment thesis.
Keywords
Realty Income Corp, O, Mark E Hagan, Form 4, Insider Trading, Stock Vesting, Performance Shares, Restricted Stock, Tax Withholding, Executive Compensation, Rule 10b5-1
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