Realty Income Corp (O) officer discloses tax withholding on vested shares

Rhea-AI Filing Summary

Realty Income Corp's Executive Vice President, Chief Legal Officer, General Counsel and Secretary reported routine share-withholding transactions related to equity awards. On December 31, 2025, 6,477 shares of common stock were automatically withheld upon vesting of 11,894 performance shares, based on tax withholding requirements, at a price of $56.37 per share, leaving 45,751 shares beneficially owned. On January 1, 2026, 708 shares were withheld upon vesting of 1,177 restricted shares and 903 shares were withheld upon vesting of 1,500 restricted shares, each at $56.37 per share, resulting in 45,043 and then 44,140 common shares beneficially owned. All transactions are coded as tax-related (code F) and reported as directly owned.

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^*

Bushore Michelle

(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)
	See Remarks

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		6,477(1)	D	$56.37(2)	45,751	D
Common Stock	01/01/2026		F		708(3)	D	$56.37(2)	45,043	D
Common Stock	01/01/2026		F		903(4)	D	$56.37(2)	44,140	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 11,894 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 1,177 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 1,500 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:

Executive Vice President, Chief Legal Officer, General Counsel and Secretary; 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.
* 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 Corp (O) report in this Form 4?

The filing reports that an officer of Realty Income Corp had shares of common stock automatically withheld to cover taxes upon the vesting of performance and restricted stock awards on December 31, 2025 and January 1, 2026.

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

The officer had 6,477 shares withheld on December 31, 2025, and 708 and 903 shares withheld in two separate transactions on January 1, 2026, all to satisfy tax withholding obligations.

What awards vested for the Realty Income Corp (O) officer?

The filing notes the vesting of 11,894 performance shares on December 31, 2025, and the vesting of 1,177 and 1,500 restricted shares of common stock on January 1, 2026.

What price per share was used for the tax withholding transactions at Realty Income Corp (O)?

The share withholding transactions used $56.37 per share, which reflects the closing sale price of Realty Income Corp common stock on the New York Stock Exchange on December 31, 2025.

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

After the tax withholding transactions, the officer beneficially owns 44,140 shares of Realty Income Corp common stock, held directly.

What is the reporting person’s role at Realty Income Corp (O)?

The reporting person serves as Executive Vice President, Chief Legal Officer, General Counsel and Secretary of Realty Income Corp.