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
Expires: December 31, 2014
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).
1. Name and Address of Reporting Person *
Preusse Mary Hogan
(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/17/2022
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 05/17/2022   A   4,000 A $ 0 (1) 20,291 (2) 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. Shares were granted through an incentive plan; no consideration was paid. Shares vest in 33.33% increments on each of the first three anniversaries of the grant date.
2. Reflects adjustments pursuant to the Issuer's incentive plan resulting from the Orion Office REIT Inc. spin-off from Realty Income which occurred on November 12, 2021.
Remarks:
Exhibit 24.0 - Power of Attorney
/s/ Bianca Martinez, by Power of Attorney 05/19/2022
** 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.
hoganpreusseex24poa2022
1 POWER OF ATTORNEY The undersigned, Mary Hogan Preusse, being a member of the board of directors of REALTY INCOME CORPORATION, a Maryland corporation (the “Company”), hereby makes, constitutes and appoints Michelle Bushore, Bianca Martinez and Sean Nugent, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, to: (1) execute and deliver for and on behalf of the undersigned, in the undersigned’s capacity as a director of the Company Forms 3, 4 and 5 and other filings (including any amendments, corrections, supplements or other changes thereto) (collectively, the “Section 16 Filings”) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the “Exchange Act”), Forms 144 (including any amendments, corrections, supplements or other changes thereto) (collectively, “Form 144 Filings”) pursuant to the Securities Act of 1933, as amended, and the rules thereunder (the “Securities Act”) and Forms ID, if necessary, to obtain EDGAR codes and related documentation for use in filing the Section 16 Filings; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any Section 16 Filings, Form 144 Filings (including any amendments, corrections, supplements or other changes thereto) or, if necessary, Forms ID, and timely file any Section 16 Filings and Form 144 Filings (including any amendments, corrections, supplements or other changes thereto) with the Securities and Exchange Commission and any stock exchange, self-regulatory association or any other authority or person as may be required by law; (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in his/her discretion; and (4) seek or obtain, as the undersigned’s attorneys-in-fact and on the undersigned’s behalf, information regarding transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to such attorneys-in-fact and approves and ratifies any such release of information. The undersigned hereby ratifies such acts as were previously taken consistent with this Power of Attorney and grants to the foregoing attorneys-in-fact full power and authority to do and perform each and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such attorneys-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company or any of its respective subsidiaries assuming, (i) any of the undersigned’s responsibilities to comply with the requirements of the Exchange Act, Securities Act or any liability for the undersigned’s failure to comply with such requirements or (ii) any obligation or liability that the undersigned incurs for profit disgorgement under Section 16(b) of the Exchange Act. This Power of Attorney shall continue in full force and effect with respect to the undersigned until revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or by such

 
2 attorneys-in fact in a signed writing delivered to the undersigned. This Power of Attorney does not revoke any other power of attorney that the undersigned has previously granted. This Power of Attorney does not relieve the undersigned from responsibility for compliance with such undersigned’s obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 16 of the Exchange Act, or the Securities Act. Additionally, although pursuant to this Power of Attorney the Company will use commercially reasonable best efforts to timely and accurately file Section 16 Filings and Form 144 Filings on behalf of the undersigned, the Company does not represent or warrant that it will be able to in all cases timely and accurately file Section 16 Filings and Form 144 Filings on behalf of the undersigned due to various factors and the undersigned’s and the Company’s need to rely on others for information, including the undersigned and brokers of the undersigned. [Signature page follows]

 
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 17th day of May, 2022. By: /s/ Mary Hogan Preusse_____________ Name: Mary Hogan Preusse Title: Director