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Get filing alertsRealty Income adopts 2026 Promote Award Plan tying executive bonuses to fund incentive allocations
Filed November 6, 2026 · Period ending November 3, 2026 · ~1 min read
Key Changes
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Compensation Committee adopted a new bonus plan for employees, including named executive officers, tied to incentive allocations from designated funds and JVs.
Item 5.02 verify on EDGAR → -
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Bonus pool capped at 40% of incentive allocation for any measurement period.
Item 5.02 verify on EDGAR → -
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Executive bonuses must be paid in stock-based awards, not cash.
Item 5.02 verify on EDGAR → -
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Individual annual bonus capped at two times base salary plus target bonus plus target equity value.
Item 5.02 verify on EDGAR → -
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Awards subject to company clawback and recoupment policies.
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Summary
Realty Income's Compensation and Talent Committee adopted a 2026 Promote Award Plan on November 3, 2026. The plan lets employees, including named executive officers, earn bonuses tied to incentive allocations from designated funds, joint ventures, and other investment vehicles. The bonus pool is capped at 40% of the incentive allocation for any measurement period, and executive participants must receive their bonuses in stock-based awards rather than cash.
Individual bonuses are also capped at two times the sum of base salary, target annual bonus, and target annual equity award value. Awards are subject to the company's clawback and recoupment policies. This is a routine compensation governance update with no immediate red flags.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On November 3, 2026, the Compensation and Talent Committee (the “Committee”) of the Board of Directors of Realty Income Corporation (the “Company”) adopted the Realty Income 2026 Promote Award Plan (the “Plan”)
The Board's Compensation and Talent Committee adopted a new bonus plan for employees, including named executive officers, who contribute to investment management activities for designated funds, joint ventures, and other investment vehicles. The plan links a portion of compensation to the incentive allocation generated by those vehicles.
Added in current filing · verify on EDGAR →
the Committee will establish a bonus pool, which may in no event exceed 40% of the incentive allocation for such measurement period
For any measurement period where a designated fund or JV pays an incentive allocation to the company, the committee can create a bonus pool capped at 40% of that incentive allocation. This limits how much of the carried interest or promote flows to employee bonuses.
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Bonuses awarded to participants designated by the Committee as executive participants will be paid in the form of shares of our common stock (whether restricted or fully vested at grant), restricted stock units settled in shares of our common stock or, following any conversion of the Company to an “UPREIT” structure, units of the resulting operating partnership (collectively, “stock-based awards”), or any combination thereof.
Executive participants must receive their bonuses in stock-based awards rather than cash, aligning their interests with shareholders. Non-executive participants may receive stock, cash, or a combination.
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In no event may any participant receive aggregate bonuses pursuant to awards under the Plan with respect to any fiscal year having a value, as of the applicable bonus payment date, in excess of two times the sum of the participant’s annual base salary rate, target annual bonus (or, if the participant does not have a target annual bonus, the annual bonus actually earned for the most recently completed fiscal year) and target annual equity award value
The plan caps any participant's annual bonus at two times the sum of base salary, target annual bonus, and target annual equity award value. This prevents outsized payouts relative to an employee's regular compensation package.
Added in current filing · verify on EDGAR →
Awards and amounts payable under the Plan are subject to the Company’s Policy for Recovery of Erroneously Awarded Compensation and any other Company clawback or recoupment policy.
Bonuses under the plan are subject to the company's clawback and recoupment policies, including recovery of erroneously awarded compensation. Awards based on incentive allocations that are themselves clawed back under fund/JV governing documents may also be clawed back.
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Figures/quotes linked to EDGAR · Narrative written by AI · Nov 9, 2026 · How we verify