Common Stock Incentive Plan

3 Months Ended

Mar. 31, 2025

Share-Based Payment Arrangement [Abstract]

Common Stock Incentive Plan

Common Stock Incentive Plan

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $5.9 million and $9.3 million during the three months ended March 31, 2025 and 2024, respectively.

In connection with the Merger, each outstanding Spirit restricted stock award and performance share award was cancelled and converted into Realty Income common stock, using the Exchange Ratio in accordance with the merger agreement. The issuance is excluded from the sections below, as the awards were not granted under the Realty Income 2021 Incentive Award Plan (the "2021 Plan"). The aggregate fair value of fully vested Spirit awards converted into Realty Income common stock was $66.5 million, of which i.) $41.7 million related to pre-combination services and is included in the consideration transferred in the merger and ii.) $24.8 million of expense was recognized in January 2024 in merger, transaction, and other costs, net related to the value attributable to post-combination services. For more details, please see note 2, Merger with Spirit Realty Capital, Inc.

A.    Restricted Stock and Restricted Stock Units

During the three months ended March 31, 2025, we granted 245,935 shares of common stock under the 2021 Plan. Our restricted stock awards granted to employees vest over a service period not exceeding four-years.

During the three months ended March 31, 2025, we also granted 38,490 restricted stock units, all of which vest over a four-year service period.

As of March 31, 2025, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $32.5 million, which is being amortized on a straight-line basis over the service period of each applicable award. The amount of share-based compensation is based on the fair value of the stock at the grant date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and conditions of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares.

B.    Performance Shares

During the three months ended March 31, 2025, we granted 285,242 performance shares, as well as dividend equivalent rights, to our executive officers. The performance shares are earned based on our Total Shareholder Return (“TSR”) performance relative to select industry indices and peer groups as well as achievement of certain operating metrics, and vest 50% as of the date of which the plan administrator determines the achievement of the applicable goals during the applicable three-year performance period and the remaining 50% on January 1 of the following year, subject to continued service.

As of March 31, 2025, the remaining share-based compensation expense related to the performance shares totaled $34.2 million. The performance shares are being recognized on a tranche-by-tranche basis over the service period. The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model.