Realty Income Corp (O) officer details equity award tax share withholdings

Rhea-AI Filing Summary

Realty Income Corp executive vice president and chief investment officer reported routine share withholding related to equity awards. On December 31, 2025, 8,052 shares of common stock were automatically withheld upon vesting of 14,875 performance shares, based on tax withholding requirements, at a reference price of $56.37 per share. On January 1, 2026, an additional 776 and 1,129 common shares were withheld upon vesting of restricted stock awards, also to cover taxes using the same share price. After these transactions, the officer directly beneficially owned 79,473 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

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^*

Hagan Mark E

(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 Investment Officer

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		8,052(1)	D	$56.37(2)	81,378	D
Common Stock	01/01/2026		F		776(3)	D	$56.37(2)	80,602	D
Common Stock	01/01/2026		F		1,129(4)	D	$56.37(2)	79,473	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 14,875 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 1,289 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 1,876 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.
* 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.
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FAQ

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

The Form 4 reports that an executive vice president and chief investment officer had shares of Realty Income Corp common stock automatically withheld to cover tax obligations upon the vesting of performance and restricted stock awards.

How many Realty Income Corp (O) shares were withheld on December 31, 2025?

On December 31, 2025, 8,052 shares of Realty Income common stock were automatically withheld upon the vesting of 14,875 performance shares to satisfy tax withholding requirements.

What additional share withholdings occurred for the Realty Income Corp (O) officer on January 1, 2026?

On January 1, 2026, Realty Income withheld 776 shares tied to the vesting of 1,289 restricted shares and 1,129 shares tied to the vesting of 1,876 restricted shares, each to cover tax withholding obligations.

What share price was used in the Realty Income Corp (O) tax withholding calculations?

The transactions reference a share price of $56.37, 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 reporting officer own after these transactions?

Following the reported withholding transactions, the officer directly beneficially owned 79,473 shares of Realty Income Corp common stock.

Why were Realty Income Corp (O) shares automatically withheld from the officer’s awards?

The shares were automatically withheld upon vesting of performance and restricted stock awards to satisfy the greater of the holder’s minimum required tax withholding rate or the highest withholding rate permitted by the applicable taxing authority.