Realty Income Corporation filed a Form 8-K on November 6, 2026, disclosing that its Compensation and Talent Committee adopted the Realty Income 2026 Promote Award Plan on November 3, 2026.

Key Highlights

  • New plan adopted: The Compensation and Talent Committee approved the Realty Income 2026 Promote Award Plan on November 3, 2026, covering named executive officers and other eligible employees.
  • Bonus pool cap: According to the filing, bonus pools established under the Plan may in no event exceed 40% of the incentive allocation for a given measurement period.
  • Individual bonus limit: No participant may receive aggregate bonuses in any fiscal year with a value exceeding two times the sum of annual base salary rate, target annual bonus, and target annual equity award value, as defined in the filing.
  • Vesting schedule: Unless otherwise determined by the Committee, stock-based awards vest 50% on the grant date and 50% on the first anniversary of the grant date.
  • Payment form for executives: Bonuses for participants designated as executive participants must be paid in stock-based awards, including restricted or fully vested shares, restricted stock units, or operating partnership units following any UPREIT conversion.
  • Clawback provisions: Awards are subject to the Company's Policy for Recovery of Erroneously Awarded Compensation and any other applicable clawback or recoupment policy.

Realty Income's 2026 Promote Award Plan: Structure and Key Terms

Realty Income Corporation (NYSE:O), a Maryland-incorporated real estate company headquartered in San Diego, California, disclosed the adoption of a new incentive compensation plan under Item 5.02 of its Form 8-K, dated November 3, 2026. The Realty Income 2026 Promote Award Plan is designed, according to the filing, "to attract, retain and incentivize certain executives and other employees of the Company Group who contribute to the investment management activities of the Company Group" with respect to designated investment funds, joint ventures, and other investment vehicles sponsored, advised, or managed by the company.

The Plan is administered by the Compensation and Talent Committee, which holds sole discretionary authority to select participants, designate the funds and joint ventures covered, establish bonus pools, determine each participant's allocation, and set award terms. The filing states that bonus pools are funded by incentive allocations received from designated funds or joint ventures, with a hard cap of 40% of the applicable incentive allocation per measurement period. Multiple bonus pools may be established for a single designated fund or joint venture corresponding to different measurement periods or tranches of payments.

Accelerated vesting provisions are included for executive participants. The filing states that stock-based awards granted to executive participants will become immediately vested upon termination without "cause," a "constructive termination," or termination due to death or disability, in each case subject to execution and non-revocation of a release of claims. A pro-rata vesting provision applies to participants who resign with at least 30 days' advance written notice and remain employed through the notice period. Awards are also eligible for accelerated vesting under the Company's Retirement Policy. The Committee retains the right to amend or terminate the Plan at any time without participant consent.

What Was Disclosed

Realty Income Corporation reported the adoption of the Realty Income 2026 Promote Award Plan by its Compensation and Talent Committee on November 3, 2026, covering eligible employees including named executive officers, with bonus pools capped at 40% of incentive allocations from designated funds and joint ventures.