REALTY INCOME CORP 8-K

What Happened

• Realty Income Corporation (O) filed an 8-K on March 2, 2026 announcing that Michelle Bushore, Executive Vice President, Chief Legal Officer, General Counsel and Secretary, will leave the company. She will continue in her role through a Transition Period ending September 2, 2026 while the company searches for a new Chief Legal Officer. The company also issued a press release on March 2, 2026 announcing the separation.

Key Details

• Transition Agreement dated February 26, 2026 governs the departure and transition.
• If Ms. Bushore remains through the Transition Period she will continue to receive base salary and benefits under normal payroll/plan terms.
• She will receive a Retention Grant equal to $512,663 divided by the Company’s per-share closing price on February 26, 2026; the award vests in full upon completion of the Transition Period and contingent on timely execution and non-revocation of a general release and performance of duties.
• Her separation is treated as a “Qualifying Termination” under the Company’s Executive Severance Plan; severance benefits are subject to the plan and a signed release. The Severance Plan and Participation Agreement are incorporated by reference from the Company’s January 18, 2019 filings.

Why It Matters

• Executive leadership changes matter to investors because the General Counsel/CLO handles legal, regulatory and corporate governance matters that can affect risk and compliance. The filing spells out the timing, cash/equity retention payment ($512,663 value before share-price conversion), and the fact that severance and retention payments are conditional on a release and continued service through Sept 2, 2026. Investors should note the transition timeline and potential one-time equity issuance when assessing near-term dilution and executive costs.