Realty Income Corp (NYSE: O) executive details tax share withholding

Rhea-AI Filing Summary

Realty Income Corp executive vice president and chief people officer reported routine share withholding linked to restricted stock vesting. On January 1, 2026, two transactions coded "F" show automatic withholding of 784 and 893 shares of common stock to cover tax obligations when restricted shares vested. The withholding price in each case was $56.37, which matches the closing sale price of the company’s common stock on the New York Stock Exchange on December 31, 2025. Following these transactions, the officer beneficially owns 22,755 shares of Realty Income common stock, including 65 shares acquired through the company’s dividend reinvestment plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kehle Shannon

(Last) (First) (Middle)

11995 EL CAMINO REAL

(Street)

SAN DIEGO CA 92130

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
REALTY INCOME CORP [ O ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/01/2026		F		784(1)	D	$56.37(2)	23,648(3)	D
Common Stock	01/01/2026		F		893(4)	D	$56.37(2)	22,755(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This amount represents shares automatically withheld upon the vesting of 1,308 restricted shares of common stock on January 1, 2026 and is determined based upon the greater of such holder's minimum required tax withholding rate or the highest withholding rate permitted under the rules of the applicable taxing authority.

2. Reflects the closing sale price of the Issuer's common stock as reported on the New York Stock Exchange on December 31, 2025.

3. Includes 65 shares of common stock acquired through the Issuer's dividend reinvestment plan.

4. This amount represents shares automatically withheld upon the vesting of 1,489 restricted shares of common stock on January 1, 2026 and is determined based upon the greater of such holder's minimum required tax withholding rate or the highest withholding rate permitted under the rules of the applicable taxing authority.

Remarks:

	/s/ Bianca Martinez, by Power of Attorney	01/05/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Realty Income Corp (O) report in this filing?

The filing reports that an executive vice president and chief people officer had shares of Realty Income Corp common stock automatically withheld to cover taxes due upon the vesting of restricted shares on January 1, 2026.

How many Realty Income Corp (O) shares were withheld for taxes?

The report shows two tax-withholding transactions coded "F" for 784 shares and 893 shares of Realty Income common stock in connection with the vesting of restricted stock.

What price was used for the tax-withholding transactions for Realty Income (O)?

Both tax-withholding transactions used a price of $56.37 per share, which reflects the closing sale price of Realty Income’s common stock on the New York Stock Exchange on December 31, 2025.

How many Realty Income Corp (O) shares does the executive beneficially own after these transactions?

After the reported transactions, the executive beneficially owns 22,755 shares of Realty Income common stock.

Does the beneficial ownership include shares from a dividend reinvestment plan at Realty Income (O)?

Yes. The beneficial ownership figure includes 65 shares of common stock acquired through Realty Income’s dividend reinvestment plan.

What caused the share withholding for the Realty Income (O) executive?

The shares were automatically withheld upon the vesting of restricted shares of common stock on January 1, 2026, based on required or maximum permitted tax withholding rates.