Realty Income Corp (NYSE: O) CEO discloses equity award tax share withholdings

Rhea-AI Filing Summary

Realty Income Corp President, CEO and Director reported routine share transactions related to tax withholding on equity awards. On December 31, 2025, 28,270 shares of common stock were automatically withheld when 52,401 performance shares vested, using a price of $56.37 per share. On January 1, 2026, 3,020 shares and 3,576 shares were automatically withheld upon the vesting of 5,185 and 6,610 restricted shares of common stock, also using $56.37 per share. After these withholding transactions, the reporting person directly beneficially owned 357,714 shares of Realty Income common stock.

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

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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^*

Roy Sumit

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CEO & Director

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		F		28,270(1)	D	$56.37(2)	364,310	D
Common Stock	01/01/2026		F		3,020(3)	D	$56.37(2)	361,290	D
Common Stock	01/01/2026		F		3,576(4)	D	$56.37(2)	357,714	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 52,401 performance shares on December 31, 2025 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. These performance shares were previously reported as a result of the Company having met certain performance criteria pursuant to the reporting person's grant on February 14, 2022.

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 5,185 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.

4. This amount represents shares automatically withheld upon the vesting of 6,610 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:

Exhibit 24 - Power of Attorney

	/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.
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FAQ

What insider activity did Realty Income Corp (O) report in this Form 4?

The filing reports that the President, CEO and Director had shares of Realty Income common stock automatically withheld to cover taxes due on vested performance and restricted share awards.

How many Realty Income (O) shares does the CEO own after these transactions?

Following the reported tax withholding transactions, the reporting person directly beneficially owned 357,714 shares of Realty Income common stock.

What transactions occurred on December 31, 2025 for Realty Income (O)?

On December 31, 2025, 28,270 shares were automatically withheld upon vesting of 52,401 performance shares, based on a share price of $56.37.

What transactions occurred on January 1, 2026 for Realty Income (O)?

On January 1, 2026, 3,020 shares were withheld upon vesting of 5,185 restricted shares, and 3,576 shares were withheld upon vesting of 6,610 restricted shares, each at $56.37 per share.

What does transaction code "F" mean in this Realty Income (O) filing?

The transactions use code "F", which in this context reflects shares automatically withheld to satisfy tax withholding obligations when equity awards vest.

Is this Realty Income (O) Form 4 filed by more than one reporting person?

No. The form is indicated as being filed by one reporting person, not by a group.