Realty Income (O) CFO reports tax withholding on restricted stock vesting

Rhea-AI Filing Summary

Realty Income Corporation’s EVP, CFO & Treasurer reported share withholding tied to restricted stock vesting. On January 1, 2026, 1,401 shares of common stock and 1,472 shares of common stock were automatically withheld upon the vesting of 2,336 and 2,606 restricted shares, respectively. The amounts were determined based on applicable tax withholding rates.

The price used for these withholdings was $56.37 per share, reflecting the closing sale price of Realty Income’s common stock on the New York Stock Exchange on December 31, 2025. After these tax-related withholdings, the reporting officer beneficially owned 39,099 shares of Realty Income common stock directly.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Pong Jonathan

(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, CFO & Treasurer

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		1,401(1)	D	$56.37(2)	40,571	D
Common Stock	01/01/2026		F		1,472(3)	D	$56.37(2)	39,099	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 2,336 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. This amount represents shares automatically withheld upon the vesting of 2,606 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Realty Income (O) disclose in this Form 4?

The filing reports that Realty Income’s EVP, CFO & Treasurer had shares of common stock automatically withheld on January 1, 2026 to cover taxes upon the vesting of restricted stock awards.

How many Realty Income (O) shares were withheld for taxes in this transaction?

The filing shows 1,401 shares and 1,472 shares of Realty Income common stock were automatically withheld in two separate tax-withholding events on January 1, 2026.

What restricted stock vestings triggered the share withholding at Realty Income (O)?

The 1,401-share withholding related to the vesting of 2,336 restricted shares, and the 1,472-share withholding related to the vesting of 2,606 restricted shares of Realty Income common stock on January 1, 2026.

What price was used to value the withheld Realty Income (O) shares?

The withheld shares were valued at $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 (O) shares does the executive own after this transaction?

Following the reported tax-withholding transactions, the EVP, CFO & Treasurer beneficially owned 39,099 shares of Realty Income common stock directly.

Is this Realty Income (O) insider transaction a sale on the open market?

No. The filing describes the transactions as shares automatically withheld upon vesting of restricted stock to satisfy tax withholding obligations, rather than discretionary open market sales.