Form 4: Realty Income EVP Kehle Reports Share Withholding
Insider Transaction Report
Realty Income's EVP, Chief People Officer, Shannon Kehle, reported a future transaction involving the withholding of 266 common shares for tax purposes.
Summary
- Shannon Kehle, EVP, Chief People Officer of Realty Income Corp, reported a transaction involving the disposition of shares.
- On November 15, 2025, 266 shares of common stock were disposed of.
- This disposition was due to automatic tax withholding upon the issuance of 509 shares of common stock.
- The shares were valued at $56.8 per share, based on the closing price on November 14, 2025.
- Following this transaction, Kehle will beneficially own 24,367 shares of common stock.
- The beneficial ownership includes 563 shares acquired through the Issuer's dividend reinvestment plan.
Sentiment
Score: 5
Explanation: The filing reports a routine, non-discretionary tax withholding transaction by an executive, which is neutral in sentiment. It reflects standard compensation practices rather than a strategic move or significant change in company prospects.
Positives
- The reporting person's beneficial ownership remains substantial at 24,367 shares, indicating continued alignment with shareholder interests.
- The inclusion of 563 shares acquired through the dividend reinvestment plan suggests ongoing participation in the company's growth and dividend policy.
Negatives
- A disposition of shares, even for tax purposes, reduces the direct ownership stake of an executive.
Risks
- The Power of Attorney explicitly states that the company does not represent or warrant that it will always be able to timely and accurately file Section 13, Section 16, and Form 144 Filings on behalf of the undersigned due to various factors and reliance on others for information.
- The Power of Attorney clarifies that the attorneys-in-fact and the company are not assuming the undersigned's responsibilities to comply with Exchange Act or Securities Act requirements, nor any liability for failure to comply or for profit disgorgement under Section 16(b) of the Exchange Act.
Future Outlook
The filing primarily reports a past and future scheduled transaction for tax withholding and does not provide specific forward-looking statements or guidance regarding the company's operational or financial performance.
Management Comments
- The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or any of its respective subsidiaries assuming, (i) any of the undersigned's responsibilities to comply with the requirements of the Exchange Act, Securities Act or any liability for the undersigned's failure to comply with such requirements or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Exchange Act.
- Although pursuant to this Power of Attorney the Company will use commercially reasonable best efforts to timely and accurately file Section 13 Filings, Section 16 Filings and Form 144 Filings on behalf of the undersigned, the Company does not represent or warrant that it will be able to in all cases timely and accurately file Section 13 Filings, Section 16 Filings and Form 144 Filings on behalf of the undersigned due to various factors and the undersigned's and the Company's need to rely on others for information, including the undersigned and brokers of the undersigned.
Industry Context
This Form 4 filing details a routine insider transaction for tax withholding, which is a common occurrence for executives receiving equity compensation. It does not provide broader insights into industry trends or competitive landscape for the REIT sector.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Shannon Kehle, EVP, Chief People Officer, granted a Power of Attorney to several individuals (Michelle Bushore, Jonathan Pong, Bianca Martinez, Neale Redington, David Fredriks, Stephanie Graffious) to execute and file SEC forms (Schedules 13D/13G, Forms 3/4/5, Form 144, Forms ID) on her behalf. | 2025-08-14 | This streamlines the executive's compliance with SEC reporting requirements by delegating the administrative task of filing, while explicitly stating that the executive retains ultimate responsibility and liability for compliance. |
Stakeholder Impact
- Shareholders: Minimal direct impact as it's a routine, non-discretionary tax withholding by an executive, not indicative of a change in company fundamentals or executive confidence.
- Management: The Power of Attorney clarifies responsibilities and liabilities for SEC filings, which is a governance aspect for the executive.
Next Steps
- The reported transaction is scheduled to occur on November 15, 2025.
Key Dates
| Date | Description |
|---|---|
| 2025-08-14 | Date Power of Attorney was executed by Shannon Kehle. |
| 2025-11-14 | Date the closing sale price of the Issuer's common stock ($56.8) was reported on the New York Stock Exchange. |
| 2025-11-15 | Date of the reported transaction where 266 shares were disposed of for tax withholding upon the issuance of 509 shares of common stock. |
| 2025-11-17 | Date the Form 4 was signed by Bianca Martinez, by Power of Attorney. |
Keywords
Realty Income, O, Shannon Kehle, Form 4, Insider Transaction, Share Withholding, Executive Compensation, SEC Filing, Dividend Reinvestment Plan
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