O / Realty Income Corporation - Depositi SEC, Relazione annuale, dichiarazione di delega

Realty Income Corporation
US ˙ NYSE ˙ US7561091049

Statistiche di base
LEI 549300CUWDAUZSH43859
CIK 726728
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Realty Income Corporation
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
August 15, 2025 EX-99.1

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

Exhibit 99.1 The following discussion supersedes and replaces in its entirety the discussion under the heading “United States Federal Income Tax Considerations” in the prospectus dated February 16, 2024 (the “Prospectus”), which is part of the Registration Statement on Form S-3 (File No. 333-277150) filed by Realty Income Corporation (the “Company”) with the Securities and Exchange Commission (the

August 15, 2025 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 15, 2025 (Date of Earliest Event Reported) REALTY INCOME COR

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 15, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizat

August 7, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025, or ☐ Transition report pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact name of

August 6, 2025 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 SAN DIEGO, CALIFORNIA, August 6, 2025....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three and six months ended June 30, 2025. All per share amounts presented in this press release are on a diluted per common share

August 6, 2025 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 6, 2025 (Date of Earliest Event Reported) REALTY INCOME CORP

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 6, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizati

August 6, 2025 EX-99.2

Supplemental Operating & Financial Data An S&P 500 Dividend Aristocrats® index member Q2 2025 Exhibit 99.2 Q2 2025 Supplemental Operating & Financial Data 2 Forward-Looking Statements June 30, 2025 FORWARD-LOOKING STATEMENTS This Supplemental Operati

realtyincomeq22025supple Supplemental Operating & Financial Data An S&P 500 Dividend Aristocrats® index member Q2 2025 Exhibit 99.

June 23, 2025 EX-10.1

First Amendment to Amended and Restated Term Loan Agreement, dated as of June 23, 2025, by and among the Company, as Borrower, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on June 23, 2025 (File No. 001-13374) and incorporated herein by reference).

Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT This First AMENDMENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT (this “Amendment”), dated as of June 23, 2025, by and among REALTY INCOME CORPORATION, a corporation formed under the laws of the State of Maryland (the “Borrower”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Admin

June 23, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 23, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

June 23, 2025 EX-10.2

Second Amendment to Term Loan Agreement, dated as of June 23, 2025, by and among the Company, as Borrower, Toronto Dominion (Texas), LLC, as Administrative Agent, and the other parties thereto (filed as exhibit 10.2 to the Company’s Form 8-K, filed on June 23, 2025 (File No. 001-13374) and incorporated herein by reference).

Exhibit 10.2 Execution Version SECOND AMENDMENT TO TERM LOAN AGREEMENT This SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), dated as of June 23, 2025, by and among REALTY INCOME CORPORATION, a corporation formed under the laws of the State of Maryland (the “Borrower”), the Lenders party hereto, and TORONTO DOMINION (TEXAS) LLC, as Administrative Agent (the “Administrative Agent”). WHER

June 20, 2025 EX-4.4

Officers’ Certificate dated June 20, 2025 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.375% Notes due 2031” and a series of securities entitled “3.875% Notes due 2035” (filed as an Exhibit 4.4 to the Company’s Form 8-K, filed on June 20, 2025 and incorporated herein by reference).

Exhibit 4.4 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: June 20, 2025 The undersigned, Jonathan Pong, Executive Vice President, Chief Financial Officer and Treasurer, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows: T

June 20, 2025 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 20, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

June 20, 2025 8-A12B

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REALTY INCOME CORPORATION (Exact name of regist

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number)

June 12, 2025 EX-1.1

Purchase Agreement, dated June 11, 2025 between the Representatives of the Underwriters and the Company.

Exhibit 1.1 Execution Version €1,300,000,000 REALTY INCOME CORPORATION (a Maryland Corporation) €650,000,000 3.375% Notes due 2031 €650,000,000 3.875% Notes due 2035 PURCHASE AGREEMENT June 11, 2025 Table of Contents Page SECTION 1. Representations and Warranties 4 SECTION 2. Sale and Delivery to the Underwriters; Closing 18 SECTION 3. Covenants of the Company 19 SECTION 4. Payment of Expenses 24

June 12, 2025 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 REALTY INCOME CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 3.

June 12, 2025 424B5

€1,300,000,000 €650,000,000 3.375% Notes due 2031 €650,000,000 3.875% Notes due 2035

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration No. 333-277150 PROSPECTUS SUPPLEMENT (To prospectus dated February 16, 2024) €1,300,000,000 €650,000,000 3.375% Notes due 2031 €650,000,000 3.875% Notes due 2035 We are offering €650,000,000 aggregate principal amount of our 3.375% Notes due 2031 (the “2031 notes”) and €650,000,000 aggregate principal amount of our 3.875% Notes due

June 12, 2025 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 11, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

June 11, 2025 8-K

Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 11, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

June 11, 2025 424B5

Subject to Completion Preliminary Prospectus Supplement dated June 11, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

June 11, 2025 FWP

REALTY INCOME CORPORATION PRICING TERM SHEET 3.375% Notes due 2031 3.875% Notes due 2035

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-277150 June 11, 2025 REALTY INCOME CORPORATION PRICING TERM SHEET 3.375% Notes due 2031 3.875% Notes due 2035 This free writing prospectus relates only to the securities described below and should be read together with Realty Income Corporation’s preliminary prospectus supplement June 11, 2025 (the “Preliminary Prospect

May 15, 2025 EX-10.1

Amendment to the Realty Income Corporation 2021 Incentive Award Plan

Exhibit 10.1 REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XII. ARTICLE II. ELIG

May 15, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 13, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization

May 6, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025, or ☐ Transition report pursuant t

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact name of

May 5, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 5, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization)

May 5, 2025 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2025

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2025 SAN DIEGO, CALIFORNIA, May 5, 2025....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three months ended March 31, 2025. All per share amounts presented in this press release are on a diluted per common share basis unless stat

May 5, 2025 EX-99.2

Supplemental Operating & Financial Data An S&P 500 Dividend Aristocrats® index member Q1 2025 Exhibit 99.2 Q1 2025 Supplemental Operating & Financial Data 2 Forward-Looking Statements March 31, 2025 FORWARD-LOOKING STATEMENTS This Supplemental Operat

Supplemental Operating & Financial Data An S&P 500 Dividend Aristocrats® index member Q1 2025 Exhibit 99.

April 29, 2025 EX-10.2

Credit Agreement, dated as of April 29, 2025, by and among the Fund Borrower, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.2 to the Company's Form 8-K, filed on April 29, 2025 (File No. 001-13374) and incorporated herein by reference).

Exhibit 10.2 EXECUTION VERSION Loan Number: 0000077112 CREDIT AGREEMENT Dated as of April 29, 2025 by and among REALTY INCOME U.S. CORE PLUS AGGREGATOR II, LP as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, and TD BANK, N.A., as Joint Bookrunners

April 29, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 29, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizati

April 29, 2025 EX-10.1

Fourth Amended and Restated Credit Agreement, dated as of April 29, 2025, by and among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.1 to the Company's Form 8-K, filed on April 29, 2025 (File No. 001-13374) and incorporated herein by reference).

Exhibit 10.1 EXECUTION VERSION Loan Number: 1003352 FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 29, 2025 by and among REALTY INCOME CORPORATION, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.6, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., JPMORGAN CH

April 10, 2025 EX-4.3

Officers’ Certificate dated April 10, 2025 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.125% Notes due 2035” and including the form of debt security.

Exhibit 4.3 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: April 10, 2025 The undersigned, Jonathan Pong, Executive Vice President, Chief Financial Officer and Treasurer, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows:

April 10, 2025 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 10, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizati

April 2, 2025 424B5

$600,000,000 5.125% Notes due 2035

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration No. 333-277150 PROSPECTUS SUPPLEMENT (To prospectus dated February 16, 2024) $600,000,000 5.125% Notes due 2035 We are offering $600,000,000 aggregate principal amount of our 5.125% Notes due 2035 (the “notes”). The notes will mature on April 15, 2035. We will pay interest on the notes on April 15 and October 15 of each year, commen

April 2, 2025 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 REALTY INCOME CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5.

April 2, 2025 EX-1.1

Purchase Agreement, dated April 1, 2025 between the Representatives of the Underwriters and the Company.

Exhibit 1.1 Execution Version $600,000,000 REALTY INCOME CORPORATION (a Maryland Corporation) $600,000,000 5.125% Notes due 2035 PURCHASE AGREEMENT April 1, 2025 Table of Contents   Page SECTION 1. Representations and Warranties 3 SECTION 2. Sale and Delivery to the Underwriters; Closing 19 SECTION 3. Covenants of the Company 20 SECTION 4. Payment of Expenses 25 SECTION 5. Conditions of Underwrite

April 2, 2025 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 1, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 1, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

April 1, 2025 8-K

Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 1, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

April 1, 2025 FWP

REALTY INCOME CORPORATION PRICING TERM SHEET 5.125% Notes due 2035

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-277150 April 1, 2025 REALTY INCOME CORPORATION PRICING TERM SHEET 5.125% Notes due 2035 This free writing prospectus relates only to the securities described below and should be read together with Realty Income Corporation’s preliminary prospectus supplement dated April 1, 2025 (the “Preliminary Prospectus Supplement”),

April 1, 2025 424B5

Subject to Completion Preliminary Prospectus Supplement, dated April 1, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

March 26, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

March 26, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

February 25, 2025 EX-19.1

Insider Trading Compliance Policy.

Exhibit 19.1 REALTY INCOME CORPORATION Insider Trading Compliance Policy Federal, state and country laws and regulations prohibit trading in the securities of a company or a financial instrument (including related derivatives contracts) while in possession of material non-public information and providing material non-public information to others so that they can trade. Realty Income Corporation (t

February 25, 2025 EX-10.17

Form of Deferred Restricted Stock Unit Agreement for Executive Vice Presidents under the Realty Income Corporation 2021 Incentive Award Plan.

REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN DEFERRED RESTRICTED STOCK UNIT GRANT NOTICE FOR EXECUTIVE VICE PRESIDENTS Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Realty Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”) or the Realty Income Deferred Compensation Plan (the “Deferred Compensation Plan”).

February 25, 2025 EX-4.92

Description of Securities.

Exhibit 4.92 DESCRIPTION OF SECURITIES As of December 31, 2024, Realty Income Corporation, a Maryland corporation (“Realty Income,” “we,” “us,” and the “Company”), had twelve classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock, $0.01 par value per share (“common stock”); (ii) our 1.125% Notes due 2027 (the

February 25, 2025 EX-10.18

Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan.

REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE FOR NON-EMPLOYEE DIRECTORS Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the Realty Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”).

February 25, 2025 EX-10.8

Second Amendment to the Realty Income Corporation 2021 Incentive Award Plan.

SECOND AMENDMENT TO REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN THIS SECOND AMENDMENT TO REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN (this “Second Amendment”) is made and adopted by the Compensation and Talent Committee of the Board of Directors (the “Board”) of Realty Income Corporation, a Maryland corporation (the “Company”), effective as of December 1, 2024.

February 25, 2025 EX-10.19

Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan.

REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE FOR EXECUTIVES Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the Realty Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”).

February 25, 2025 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Company as of February 21, 2025 Entity Jurisdiction of Organization 11990 Eastgate Blvd, LLC Delaware 2100 E 69th Avenue Indiana LLC Delaware Agitapreceitos Sociedade De Investimentos LDA Portugal American Realty Capital Properties, LLC Delaware ARC/Milestone Capital Ventures, LLC Delaware ARC3 AAHUSTX001, LLC Delaware ARC3 AAHUSTX002, LLC Delaware ARC3 DGAVSMO001,

February 25, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024, or ☐ Transition report pursuant to sec

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2024, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact name of regi

February 25, 2025 EX-10.16

Form of Deferred Restricted Stock Unit Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan.

REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN DEFERRED RESTRICTED STOCK UNIT GRANT NOTICE FOR NON-EMPLOYEE DIRECTORS Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the Realty Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”) or the Realty Income Deferred Compensation Plan (the “Deferred Compensation Plan”).

February 24, 2025 EX-99.2

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q4 2024 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.2 Q4 2024 Supplemental Operating & Financial Data 2 Table of Contents Corporate Overview 3 Financial Summary Consolidated Stateme

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q4 2024 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.

February 24, 2025 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2024

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2024 SAN DIEGO, CALIFORNIA, February 24, 2025....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three months and year ended December 31, 2024. All per share amounts presented in this press release are on a diluted per

February 24, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 24, 2025 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

November 26, 2024 EX-10.1

Realty Income Corporation Deferred Compensation Plan

Exhibit 10.1 Realty Income Corporation Deferred Compensation Plan Effective Date December 1, 2024 Realty Income Corporation Deferred Compensation Plan Article I Establishment and Purpose 2 Article II Definitions 2 Article III Eligibility and Participation 6 Article IV Deferrals 7 Article V Company Contributions 10 Article VI Payments from Accounts 11 Article VII Valuation of Account Balances; Inve

November 26, 2024 8-K

Financial Statements and Exhibits

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 25, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

November 26, 2024 S-8

As filed with the Securities and Exchange Commission on November 26, 2024

S-8 1 tm2429405-1s8.htm S-8 As filed with the Securities and Exchange Commission on November 26, 2024 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REALTY INCOME CORPORATION (Exact Name of Registrant as Specified in Its Charter) Maryland (State or Other Jurisdiction of Incorporation

November 26, 2024 EX-FILING FEES

Filing Fee Table.

Calculation of Filing Fee Tables S-8 REALTY INCOME CORP Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Other Deferred Compensation Obligations Other 50,000,000 $ 50,000,000.

November 26, 2024 EX-10.1

Realty Income Corporation Deferred Compensation Plan.

EX-10.1 3 tm2429405d2ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Realty Income Corporation Deferred Compensation Plan Effective Date December 1, 2024 Realty Income Corporation Deferred Compensation Plan Article I Establishment and Purpose 2 Article II Definitions 2 Article III Eligibility and Participation 6 Article IV Deferrals 7 Article V Company Contributions 10 Article VI Payments from Accounts 11 Ar

November 5, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024, or ☐ Transition report pursua

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact nam

November 4, 2024 EX-99.2

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q3 2024 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.2 Q3 2024 Supplemental Operating & Financial Data 2 Table of Contents Corporate Overview 3 Financial Summary Consolidated Stateme

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q3 2024 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.

November 4, 2024 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 SAN DIEGO, CALIFORNIA, November 4, 2024....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three and nine months ended September 30, 2024. All per share amounts presented in this press release are on a diluted per

November 4, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 4, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiza

October 16, 2024 SC 13G/A

O / Realty Income Corporation / STATE STREET CORP Passive Investment

SC 13G/A 1 RealtyIncomeCorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* REALTY INCOME CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 756109104 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant

September 30, 2024 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 11, 2024, pursuant to the provisions of Rule 12d2-2 (a).

September 4, 2024 EX-4.4

Officers’ Certificate dated September 4, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “5.000% Notes due 2029” and a series of securities entitled “5.250% Notes due 2041” (filed as an Exhibit 4.4 to the Company’s Form 8-K, filed on September 4, 2024 and incorporated herein by reference).

Exhibit 4.4 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: September 4, 2024 The undersigned, Jonathan Pong, Executive Vice President, Chief Financial Officer and Treasurer, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follow

September 4, 2024 8-A12B

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REALTY INCOME CORPORATION (Exact name of regist

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number)

September 4, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: September 4, 2024 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: September 4, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

August 28, 2024 EX-99.1

REALTY INCOME ANNOUNCES FULL REDEMPTION OF ITS SERIES A PREFERRED STOCK

Exhibit 99.1 REALTY INCOME ANNOUNCES FULL REDEMPTION OF ITS SERIES A PREFERRED STOCK SAN DIEGO, CALIFORNIA, August 28, 2024... Realty Income Corporation (“Realty Income”), The Monthly Dividend Company®, (NYSE: O), today announced that it intends to redeem all 6,900,000 shares outstanding of the company's 6.000% Series A Cumulative Redeemable Preferred Stock (NYSE: O PR) (the "Series A Preferred St

August 28, 2024 8-K

Financial Statements and Exhibits

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 28, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizat

August 28, 2024 424B5

£700,000,000 £350,000,000 5.000% Notes due 2029 £350,000,000 5.250% Notes due 2041

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration No. 333-277150 PROSPECTUS SUPPLEMENT (To prospectus dated February 16, 2024) £700,000,000 £350,000,000 5.000% Notes due 2029 £350,000,000 5.250% Notes due 2041 We are offering £350,000,000 aggregate principal amount of our 5.000% Notes due 2029 (the “2029 notes”) and £350,000,000 aggregate principal amount of our 5.250% Notes due 20

August 28, 2024 EX-1.1

Purchase Agreement, dated August 27, 2024 between the Representatives of the Underwriters and the Company.

Exhibit 1.1 £700,000,000 REALTY INCOME CORPORATION (a Maryland Corporation) £350,000,000 5.000% Notes due 2029 £350,000,000 5.250% Notes due 2041 PURCHASE AGREEMENT August 27, 2024 Table of Contents Page SECTION 1. Representations and Warranties. 4 SECTION 2. Sale and Delivery to the Underwriters; Closing. 20 SECTION 3. Covenants of the Company 21 SECTION 4. Payment of Expenses 26 SECTION 5. Condi

August 28, 2024 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 REALTY INCOME CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5.

August 28, 2024 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 27, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizat

August 28, 2024 8-K/A

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 28, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorp

August 27, 2024 424B5

Subject to Completion Preliminary Prospectus Supplement dated August 27, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

August 27, 2024 FWP

REALTY INCOME CORPORATION PRICING TERM SHEET 5.000% Notes due 2029 5.250% Notes due 2041

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-277150 August 27, 2024 REALTY INCOME CORPORATION PRICING TERM SHEET 5.000% Notes due 2029 5.250% Notes due 2041 This free writing prospectus relates only to the securities described below and should be read together with Realty Income Corporation’s preliminary prospectus supplement dated August 27, 2024 (the “Preliminar

August 26, 2024 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 26, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizat

August 26, 2024 EX-4.3

Officers’ Certificate dated August 26, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.375% Notes due 2054” and including the form of debt security

Exhibit 4.3 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: August 26, 2024 The undersigned, Jonathan Pong, Executive Vice President, Chief Financial Officer and Treasurer, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows:

August 20, 2024 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 19, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizat

August 20, 2024 424B5

$500,000,000 5.375% Notes due 2054

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)   Registration No. 333-277150 PROSPECTUS SUPPLEMENT (To prospectus dated February 16, 2024) $500,000,000 5.375% Notes due 2054 We are offering $500,000,000 aggregate principal amount of our 5.375% Notes due 2054 (the “notes”). The notes will mature on September 1, 2054. We will pay interest on the notes on March 1 and September 1 of each year, co

August 20, 2024 EX-FILING FEES

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 REALTY INCOME CORP Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Debt 5.

August 20, 2024 EX-1.1

Purchase Agreement, dated August 19, 2024 between the Representatives of the Underwriters and the Company.

Exhibit 1.1 Execution Version $500,000,000 REALTY INCOME CORPORATION (a Maryland Corporation) $500,000,000 5.375% Notes due 2054 PURCHASE AGREEMENT August 19, 2024 Table of Contents Page SECTION 1. Representations and Warranties 3 SECTION 2. Sale and Delivery to the Underwriters; Closing 20 SECTION 3. Covenants of the Company 21 SECTION 4. Payment of Expenses 25 SECTION 5. Conditions of Underwrite

August 19, 2024 424B5

Subject to Completion Preliminary Prospectus Supplement, dated August 19, 2024 PROSPECTUS SUPPLEMENT (To prospectus dated February 16, 2024) $         % Notes due 2054

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

August 19, 2024 FWP

REALTY INCOME CORPORATION PRICING TERM SHEET 5.375% Notes due 2054

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-277150 August 19, 2024 REALTY INCOME CORPORATION PRICING TERM SHEET 5.375% Notes due 2054 This free writing prospectus relates only to the securities described below and should be read together with Realty Income Corporation’s preliminary prospectus supplement dated August 19, 2024 (the “Preliminary Prospectus Supplemen

August 6, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024, or ☐ Transition report pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact name of

August 5, 2024 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 SAN DIEGO, CALIFORNIA, August 5, 2024....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three and six months ended June 30, 2024. All per share amounts presented in this press release are on a diluted per common share

August 5, 2024 EX-99.2

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q2 2024 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.2 Q2 2024 Supplemental Operating & Financial Data 2 Table of Contents Corporate Overview 3 Financial Summary Consolidated Stateme

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q2 2024 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.

August 5, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 5, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizati

June 4, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 4, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPOR

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 4, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization

June 4, 2024 EX-99.1

REALTY INCOME RAISES 2024 EARNINGS AND INVESTMENT GUIDANCE

Exhibit 99.1 REALTY INCOME RAISES 2024 EARNINGS AND INVESTMENT GUIDANCE SAN DIEGO, CALIFORNIA, June 4, 2024....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced that it has revised its 2024 outlook. The Company now expects to achieve Adjusted Funds from Operations (AFFO) in a range of $4.15 to $4.21 per diluted share as compared to previous guidance

June 3, 2024 8-K

Submission of Matters to a Vote of Security Holders

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 30, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization

May 30, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 29, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization

May 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024, or ☐ Transition report pursuant t

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact name of

May 6, 2024 EX-99.2

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q1 2024 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.2 Q1 2024 Supplemental Operating & Financial Data 2 Table of Contents Corporate Overview 3 Financial Summary Consolidated Stateme

realtyincomeq12024supple SUPPLEMENTAL OPERATING & FINANCIAL DATA Q1 2024 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.

May 6, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 6, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORA

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 6, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization)

May 6, 2024 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2024

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2024 SAN DIEGO, CALIFORNIA, May 6, 2024....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three months ended March 31, 2024. All per share amounts presented in this press release are on a diluted per common share basis unless stat

April 15, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defini

April 15, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

February 23, 2024 424B5

120,000,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-277150 PROSPECTUS SUPPLEMENT (To prospectus dated February 16, 2024) 120,000,000 Shares Common Stock We have entered into a sales agreement dated February 22, 2024 (the “sales agreement”), with Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities C

February 23, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.

February 23, 2024 EX-1.1

Sales Agreement, dated February 22, 2024, by and among the Company, the Agents, the Forward Sellers and the Forward Purchasers (including the forms of Terms Agreement and Forward Sale Agreement)

Exhibit 1.1 REALTY INCOME CORPORATION Common Stock ($0.01 par value) SALES AGREEMENT February 22, 2024 Robert W. Baird & Co. Incorporated 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Citizens JMP Securities, LLC 600 Montgomery Street, Suite 1100 San Francisco, California 94111 Barclays Capital Inc. 745 Seventh Avenue New York, New York 10019 Goldman Sachs & Co. LLC 200 West Street New York

February 23, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 22, 2024 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 22, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

February 21, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023, or ☐ Transition report pursuant to sec

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2023, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact name of regi

February 21, 2024 EX-97.1

Realty Income Corporation Policy for Recovery of Erroneously Awarded Compensation, dated October 2, 2023

Exhibit 97.1 REALTY INCOME CORPORATION POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION The Board of Directors (the “Board”) of Realty Income Corporation (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”), which supersedes and replaces in its entirety the Company’s prior Incentive Co

February 21, 2024 EX-4.88

Description of Securities.

Exhibit 4.88 DESCRIPTION OF SECURITIES As of December 31, 2023, Realty Income Corporation, a Maryland corporation (“Realty Income,” “we,” “us,” and the “Company”), had ten classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock, $0.01 par value per share (“common stock”); (ii) our 1.125% Notes due 2027 (the “Ju

February 21, 2024 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Company as of February 21, 2024 Entity Jurisdiction of Organization 11990 Eastgate Blvd, LLC Delaware 2100 E 69th Avenue Indiana LLC Delaware Agitapreceitos Sociedade De Investimentos LDA Portugal American Realty Capital Properties, LLC Delaware ARC/Milestone Capital Ventures, LLC Delaware ARC3 AAHUSTX001, LLC Delaware ARC3 AAHUSTX002, LLC Delaware ARC3 DGAVSMO001,

February 20, 2024 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2023

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS AND YEAR ENDED DECEMBER 31, 2023 SAN DIEGO, CALIFORNIA, February 20, 2024....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three months and year ended December 31, 2023. All per share amounts presented in this press release are on a diluted per

February 20, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 20, 2024 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 20, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

February 20, 2024 EX-99.2

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q4 2023 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.2 Q4 2023 Supplemental Operating & Financial Data 2 Table of Contents Corporate Overview 3 Financial Summary Consolidated Stateme

realtyincomeq42023supple SUPPLEMENTAL OPERATING & FINANCIAL DATA Q4 2023 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.

February 16, 2024 8-K/A

Financial Statements and Exhibits

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 22, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incor

February 16, 2024 S-3ASR

As filed with the Securities and Exchange Commission on February 16, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on February 16, 2024 Registration No.

February 16, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Fee Rate Amount

February 16, 2024 424B7

1,738,767 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(7)  Registration No. 333-277150 PROSPECTUS SUPPLEMENT (To prospectus dated February 16, 2024) 1,738,767 Shares Common Stock This prospectus supplement relates to the offer and sale from time to time of up to 1,738,767 shares of common stock, par value $0.01 per share, of Realty Income Corporation by a person or entity who may receive such shares upo

February 16, 2024 424B5

Dividend Reinvestment and Stock Purchase Plan 10,928,639 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-277150 PROSPECTUS SUPPLEMENT (to prospectus dated February 16, 2024) Dividend Reinvestment and Stock Purchase Plan 10,928,639 Shares Common Stock This prospectus supplement describes our Dividend Reinvestment and Stock Purchase Plan (the “Plan”). The Plan provides a convenient and economical way for our stockholders and othe

February 16, 2024 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 16, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

February 16, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Fling Fee Tables Form S-3 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid: Equity Common Stock, $0.

February 16, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form 424B7 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables Form 424B7 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

February 16, 2024 EX-99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December

February 16, 2024 EX-25.1

Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as successor trustee under the indenture, dated as of October 28, 1998

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Ju

February 14, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 12, 2024 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 12, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

February 14, 2024 SC 13G/A

O / Realty Income Corporation / COHEN & STEERS, INC. Passive Investment

SC 13G/A 1 o13gbody-123123.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (AMENDMENT #2)* Realty Income Corp (Name of Issuer) Common Stock (Title of Class of Securities) 756109104 (CUSIP Number) December 31, 2023 (Da

February 14, 2024 EX-99.1

REALTY INCOME ANNOUNCES APPOINTMENT OF JEFF A. JACOBSON TO BOARD OF DIRECTORS AND RETIREMENT OF BOARD MEMBER RONALD L. MERRIMAN

Exhibit 99.1 REALTY INCOME ANNOUNCES APPOINTMENT OF JEFF A. JACOBSON TO BOARD OF DIRECTORS AND RETIREMENT OF BOARD MEMBER RONALD L. MERRIMAN SAN DIEGO, CALIFORNIA, February 14, 2024….Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced that Jeff A. Jacobson will be joining Realty Income’s Board of Directors (the “Board”), effective February 21, 2024. R

February 13, 2024 SC 13G/A

O / Realty Income Corporation / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01792-realtyincomecorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 18)* Name of issuer: Realty Income Corp Title of Class of Securities: Common Stock CUSIP Number: 756109104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designa

January 24, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 22, 2024 (Date of Earliest Event Reported) REALTY INCOME CO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 22, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiza

January 24, 2024 EX-10.2

Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit no. 10.2 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).

Exhibit 10.2 Loan Number: 1021347 Execution Version   AMENDED AND RESTATED TERM LOAN AGREEMENT Dated as of January 22, 2024 by and among REALTY INCOME CORPORATION, as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent WELLS FARGO SECURITIES, LLC, JPMORGAN CHASE BANK, N.A., TD BANK

January 24, 2024 EX-99.1

REALTY INCOME CLOSES MERGER WITH SPIRIT REALTY CAPITAL

Exhibit 99.1 REALTY INCOME CLOSES MERGER WITH SPIRIT REALTY CAPITAL SAN DIEGO, CALIFORNIA, January 23, 2024…. Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, has closed on the previously announced merger with Spirit Realty Capital, Inc. (“Spirit”, NYSE: SRC) in an all-stock transaction. The common stock of the combined company will trade under the symbol "O" on t

January 24, 2024 EX-4.9

Eighth Supplemental Indenture, dated as of January 23, 2024, by and among Spirit Realty, L.P., Saints MD Subsidiary, Inc. (f/k/a Spirit Realty Capital, Inc.), as guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (filed as exhibit no. 4.9 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference)

Exhibit 4.9 EIGHTH SUPPLEMENTAL INDENTURE, dated as of January 23, 2024 (this “Eighth Supplemental Indenture”), by and among Spirit Realty, L.P., a Delaware limited partnership (the “Issuer”), Saints MD Subsidiary, Inc., a Maryland corporation, as guarantor (the “Successor Guarantor”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a

January 24, 2024 EX-4.18

Officers’ Certificate, dated as of January 23, 2024, pursuant to Sections 201, 301 and 303 of the Indenture, dated as of October 28, 1998, between Realty Income Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.450% Notes due 2026,” a new series of debt securities entitled “3.200% Notes due 2027,” a new series of debt securities entitled “2.100% Notes due 2028,” a new series of debt securities entitled “4.000% Notes due 2029,” a new series of debt securities entitled “3.400% Notes due 2030,” a new series of debt securities entitled “3.200% Notes due 2031” and a new series of debt securities entitled “2.700% Notes due 2032” and including the forms of debt securities of each such series (filed as exhibit 4.18 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).

Exhibit 4.18 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: January 23, 2024 The undersigned, Jonathan Pong, Executive Vice President, Chief Financial Officer and Treasurer, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follow

January 24, 2024 EX-10.1

Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit no. 10.1 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).

  Exhibit 10.1   Loan Number: 1021387   Execution Version       AMENDED AND RESTATED TERM LOAN AGREEMENT   Dated as of January 22, 2024   by and among   REALTY INCOME CORPORATION, as Borrower,   THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 13.5, as Lenders,   and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent     WELLS FARGO SECURITIES, LLC, JPMORGAN C

January 22, 2024 EX-3.15

Articles Supplementary to the Articles of Incorporation of Realty Income Corporation classifying and designating the 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit no. 3.15 to the Company’s Form 8-A12B, filed on January 22, 2024 (File No. 001-13374) and incorporated herein by reference).

Exhibit 3.15   REALTY INCOME CORPORATION   ARTICLES SUPPLEMENTARY   6,900,000 SHARES OF   6.000% SERIES A CUMULATIVE REDEEMABLE PREFERRED STOCK   Realty Income Corporation, a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:   FIRST:    Pursuant to the authority expressly vested in the Board of Directors of the Corporat

January 22, 2024 8-A12B

Registration Statement on Form 8-A (File No. 001-13374) filed with the SEC on January 22, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Realty Income Corporation (Exact name of registrant as specified in its charter) Maryland 33-0580106 (State of incorporation or organization) (I.R.S. Employer Identification No.) 11995 El Camino Re

January 22, 2024 EX-4.1

Form of Specimen Certificate for Realty Income’s 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit no. 4.1 to the Company’s Form 8-A12B, filed on January 22, 2024 (File No. 001-13374) and incorporated herein by reference).

Exhibit 4.1 NUMBER *PRA1* THIS CERTIFICATE IS TRANSFERABLE IN NEW YORK, N.Y. REALTY INCOME CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND SHARES SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 756109 880 THIS CERTIFIES THAT **SPECIMEN** IS THE OWNER OF fully paid and nonassessable shares of the 6.000% Series A Cumulative REDEEMABLE Preferred

January 16, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 16, 2024 (Date of Earliest Event Reported) REALTY INCOME CO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 16, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiza

January 16, 2024 EX-4.4

Officers’ Certificate dated January 16, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.750% Notes due 2029” and a new series of debt securities entitled “5.125% Notes due 2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 16, 2024 (File No. 001-13374) and incorporated herein by reference).

Exhibit 4.4 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: January 16, 2024 The undersigned, Jonathan Pong, Executive Vice President, Chief Financial Officer and Treasurer, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows

January 9, 2024 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 8, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizat

January 9, 2024 424B5

$1,250,000,000 $450,000,000 4.750% Notes due 2029 $800,000,000 5.125% Notes due 2034

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration No. 333-257510 PROSPECTUS SUPPLEMENT (To prospectus dated June 29, 2021) $1,250,000,000 $450,000,000 4.750% Notes due 2029 $800,000,000 5.125% Notes due 2034 We are offering $450,000,000 aggregate principal amount of our 4.750% Notes due 2029 (the “2029 notes”) and $800,000,000 aggregate principal amount of our 5.125% Notes due 2034

January 9, 2024 EX-FILING FEES

Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4.

January 9, 2024 EX-1.1

Purchase Agreement, dated January 8, 2024 between the Representatives of the Underwriters and the Company.

Exhibit 1.1 Execution Version $1,250,000,000 REALTY INCOME CORPORATION (a Maryland Corporation) $450,000,000 4.750% Notes due 2029 $800,000,000 5.125% Notes due 2034 PURCHASE AGREEMENT January 8, 2024 Table of Contents Page SECTION 1. Representations and Warranties 3 SECTION 2. Sale and Delivery to the Underwriters; Closing 19 SECTION 3. Covenants of the Company 20 SECTION 4. Payment of Expenses 2

January 8, 2024 FWP

REALTY INCOME CORPORATION PRICING TERM SHEET 4.750% Notes due 2029 5.125% Notes due 2034

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-257510 January 8, 2024 REALTY INCOME CORPORATION PRICING TERM SHEET 4.750% Notes due 2029 5.125% Notes due 2034 This free writing prospectus relates only to the securities described below and should be read together with Realty Income Corporation’s preliminary prospectus supplement dated January 8, 2024 (the “Preliminar

January 8, 2024 424B5

Subject to Completion Preliminary Prospectus Supplement, dated January 8, 2024

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

January 8, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 8, 2024 (Date of Earliest Event Reported) REALTY INCOME COR

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 8, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizat

January 3, 2024 EX-99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December

January 3, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 3, 2024 (Date of Earliest Event Reported) REALTY INCOME COR

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 3, 2024 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizat

January 3, 2024 424B3

Realty Income Corporation Offers to Exchange All Outstanding Notes of the Series Specified Below Issued By Spirit Realty, L.P. and Solicitation of Consents to Amend the Related Indenture Early Consent Date: 5:00 p.m., New York City Time, January 10,

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-276143 Realty Income Corporation Offers to Exchange All Outstanding Notes of the Series Specified Below Issued By Spirit Realty, L.P. and Solicitation of Consents to Amend the Related Indenture Early Consent Date: 5:00 p.m., New York City Time, January 10, 2024, unless extended Expiration Date: 5:00 p.m., New York City Time,

January 2, 2024 S-4/A

As filed with the Securities and Exchange Commission on January 2, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 2, 2024 Registration No.

December 21, 2023 EX-10.1

First Amendment to Third Amended and Restated Credit Agreement, dated December 21, 2023, by and among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit no. 10.1 to the Company’s Form 8-K filed on December 21, 2023 (File No. 001-13374) and incorporated herein by reference).

  Exhibit 10.1   Execution Version   FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT   This First AMENDMENT TO third AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 21, 2023, by and among REALTY INCOME CORPORATION, a corporation formed under the laws of the State of Maryland (the “Borrower”), the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASS

December 21, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: December 21, 2023 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: December 21, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

December 21, 2023 EX-10.2

First Amendment to Term Loan Agreement, dated December 21, 2023, by and among the Company, as Borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as Administrative Agent (filed as exhibit no. 10.2 to the Company’s Form 8-K filed on December 21, 2023 (File No. 001-13374) and incorporated herein by reference).

Exhibit 10.2 Execution Version FIRST AMENDMENT TO TERM LOAN AGREEMENT This First AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), dated as of December 21, 2023, by and among REALTY INCOME CORPORATION, a corporation formed under the laws of the State of Maryland (the “Borrower”), the Lenders party hereto, and TORONTO DOMINION (TEXAS) LLC, as Administrative Agent (the “Administrative Agent”). WH

December 19, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) REALTY INCOME CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee(2) Fees to be paid Debt 4.

December 19, 2023 EX-4.8

Form of 3.400% Notes due 2030

Exhibit 4.8 Form of 3.400% Note due 2030 PRINCIPAL AMOUNT $ REGISTERED NO.: R- CUSIP NO.: 756109 [ · ] ISIN NO.: US756109[ · ] REALTY INCOME CORPORATION 3.400% NOTES DUE 2030 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES

December 19, 2023 EX-4.10

Form of 2.700% Notes due 2032

Exhibit 4.10 Form of 2.700% Note due 2032 PRINCIPAL AMOUNT $ REGISTERED NO.: R- CUSIP NO.: 756109 [ · ] ISIN NO.: US756109[ · ] REALTY INCOME CORPORATION 2.700% NOTES DUE 2032 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIE

December 19, 2023 EX-25.1

Statement of Eligibility on Form T-1 of The Bank of New York Mellon Trust Company, N.A. with respect to the indenture, dated as of October 28, 1998.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) || THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (J

December 19, 2023 EX-4.4

Form of 4.450% Notes due 2026

Exhibit 4.4 Form of 4.450% Note due 2026 PRINCIPAL AMOUNT $ REGISTERED NO.: R- CUSIP NO.: 756109 [ · ] ISIN NO.: US756109[ · ] REALTY INCOME CORPORATION 4.450% NOTES DUE 2026 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES

December 19, 2023 EX-4.6

Form of 2.100% Notes due 2028

Exhibit 4.6 Form of 2.100% Note due 2028 PRINCIPAL AMOUNT $ REGISTERED NO.: R- CUSIP NO.: 756109 [ · ] ISIN NO.: US756109[ · ] REALTY INCOME CORPORATION 2.100% NOTES DUE 2028 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES

December 19, 2023 EX-4.9

Form of 3.200% Notes due 2031

Exhibit 4.9 Form of 3.200% Note due 2031 PRINCIPAL AMOUNT $ REGISTERED NO.: R- CUSIP NO.: 756109 [ · ] ISIN NO.: US756109[ · ] REALTY INCOME CORPORATION 3.200% NOTES DUE 2031 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES

December 19, 2023 EX-4.7

Form of 4.000% Notes due 2029

Exhibit 4.7 Form of 4.000% Note due 2029 PRINCIPAL AMOUNT $ REGISTERED NO.: R- CUSIP NO.: 756109 [ · ] ISIN NO.: US756109[ · ] REALTY INCOME CORPORATION 4.000% NOTES DUE 2029 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES

December 19, 2023 EX-4.3

Form of Omnibus Officer’s Certificate

Exhibit 4.3 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: [·], 2024 The undersigned, Jonathan Pong, Executive Vice President, Chief Financial Officer and Treasurer, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows: The u

December 19, 2023 EX-4.2

Form of Eighth Supplemental Indenture, by and among Spirit Realty, L.P., Saints MD Subsidiary, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association)

Exhibit 4.2 EIGHTH SUPPLEMENTAL INDENTURE, dated as of [ · ], 2024 (this “Eighth Supplemental Indenture”), by and among Spirit Realty, L.P., a Delaware limited partnership (the “Issuer”), Saints MD Subsidiary, Inc., a Maryland corporation (f/k/a Spirit Realty Capital, Inc.), as guarantor (the “Guarantor”), and, U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank Na

December 19, 2023 EX-4.5

Form of 3.200% Notes due 2027

Exhibit 4.5 Form of 3.200% Note due 2027 PRINCIPAL AMOUNT $ REGISTERED NO.: R- CUSIP NO.: 756109 [ · ] ISIN NO.: US756109[ · ] REALTY INCOME CORPORATION 3.200% NOTES DUE 2027 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES

December 19, 2023 S-4

As filed with the Securities and Exchange Commission on December 19, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 19, 2023 Registration No.

December 19, 2023 424B3

MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-275868 MERGER PROPOSED — YOUR VOTE IS VERY IMPORTANT Dear Fellow Stockholders of Spirit Realty Capital, Inc.: The board of directors of Spirit Realty Capital, Inc., a Maryland corporation (“Spirit”), has unanimously approved an Agreement and Plan of Merger, dated as of October 29, 2023 (as amended from time to time, the “Mer

December 15, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: December 15, 2023 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: December 15, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

December 15, 2023 CORRESP

Realty Income Corporation 11995 El Camino Real San Diego, California 92130

Realty Income Corporation 11995 El Camino Real San Diego, California 92130 December 15, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 15, 2023 S-4/A

As filed with the U.S. Securities and Exchange Commission on December 15, 2023

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 15, 2023 Registration No. 333-275868 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction

December 15, 2023 EX-99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December

December 15, 2023 EX-99.3

Proxy Card of Spirit Realty Capital, Inc.

Exhibit 99.3 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: Spirit Realty Capital, Inc. Special Meeting of Stockholders For Stockholders of record as of December 19, 2023 DATE: Friday, January 19, 2024 TIME: 9:00 a.m., Central Time PLACE: Special Meeting to be held via the internet - please vist www.proxydocs.com/SRC for more details. This proxy is being solicited on behalf of the Board of Directors The

December 13, 2023 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K/A Current Report (Amendment No.1) Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 22, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorpora

December 5, 2023 8-A12B

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REALTY INCOME CORPORATION (Exact name of regist

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number)

December 5, 2023 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: December 5, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiza

December 5, 2023 EX-4.4

Officers’ Certificate dated December 5, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “5.750% Notes due 2031” and a series of securities entitled “6.000% Notes due 2039” (filed as an Exhibit 4.4 to the Company’s Form 8-K, filed on December 5, 2023 and incorporated herein by reference).

Exhibit 4.4 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: December 5, 2023 The undersigned, Jonathan Pong, Senior Vice President and Head of Corporate Finance, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows: The unders

December 1, 2023 EX-99.3

Form of Proxy Card of Spirit Realty Capital, Inc.

Exhibit 99.3 YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: Spirit Realty Capital, Inc. Special Meeting of Stockholders For Stockholders of record as of [ ], 202[ ] DATE: [ ], [ ], 2024 TIME: [ ], Central Time PLACE: Special Meeting to be held via the internet - please vist www.proxydocs.com/SRC for more details. This proxy is being solicited on behalf of the Board of Directors The undersigned hereby app

December 1, 2023 S-4

As filed with the U.S. Securities and Exchange Commission on December 1, 2023

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on December 1, 2023 Registration No. 333-       UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction of incorporation or

December 1, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

December 1, 2023 EX-99.1

Consent of J.P. Morgan Securities LLC.

Exhibit 99.1 CONSENT OF J.P. MORGAN SECURITIES LLC We hereby consent to (i) the use of our opinion letter dated October 29, 2023 to the Board of Directors of Spirit Realty Capital, Inc. (the “Company”) included in Annex B to the Proxy Statement/Prospectus relating to the proposed merger of the Company and Realty Income Corporation, and (ii) the references to such opinion in such Proxy Statement/Pr

December 1, 2023 EX-99.2

Consent of Morgan Stanley & Co. LLC.

Exhibit 99.2 Consent of Morgan Stanley & Co. LLC We hereby consent to the use in the Registration Statement (the “Registration Statement”) of Realty Income Corporation on Form S-4 and in the related proxy statement/prospectus, which are part of the Registration Statement, of our written opinion dated October 29, 2023, appearing as Annex C to such proxy statement/ prospectus, and to the description

November 29, 2023 EX-FILING FEES

Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Debt 5.

November 29, 2023 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 28, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

November 29, 2023 424B5

£750,000,000 £300,000,000 5.750% Notes due 2031 £450,000,000 6.000% Notes due 2039

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(5)  Registration No. 333-257510 PROSPECTUS SUPPLEMENT (To prospectus dated June 29, 2021) £750,000,000 £300,000,000 5.750% Notes due 2031 £450,000,000 6.000% Notes due 2039 We are offering £300,000,000 aggregate principal amount of our 5.750% Notes due 2031 (the “2031 notes”) and £450,000,000 aggregate principal amount of our 6.000% Notes due 2039 (

November 29, 2023 EX-1.1

Purchase Agreement, dated November 28, 2023 between the Representatives of the Underwriters and the Company.

Exhibit 1.1 Execution Version £750,000,000 REALTY INCOME CORPORATION (a Maryland Corporation) £300,000,000 5.750% Notes due 2031 £450,000,000 6.000% Notes due 2039 PURCHASE AGREEMENT November 28, 2023 Table of Contents Page SECTION 1. Representations and Warranties 4 SECTION 2. Sale and Delivery to the Underwriters; Closing 21 SECTION 3. Covenants of the Company 22 SECTION 4. Payment of Expenses 2

November 28, 2023 424B5

Subject to Completion Preliminary Prospectus Supplement dated November 28, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

November 28, 2023 FWP

REALTY INCOME CORPORATION PRICING TERM SHEET 5.750% Notes due 2031 6.000% Notes due 2039

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-257510 November 28, 2023 REALTY INCOME CORPORATION PRICING TERM SHEET 5.750% Notes due 2031 6.000% Notes due 2039 This free writing prospectus relates only to the securities described below and should be read together with Realty Income Corporation’s preliminary prospectus supplement dated November 28, 2023 (the “Prelim

November 27, 2023 EX-99.4

Supplemental RISK FACTORS

Exhibit 99.4 Supplemental RISK FACTORS The business and operations of Realty Income (as defined below) are subject to numerous risks and other uncertainties and you should carefully consider the following supplemental risk factors, the risks described under the captions “Forward-Looking Statements” in Item 8.01 of the Current Report on Form 8-K filed by Realty Income on November 27, 2023 (the “For

November 27, 2023 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 27, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

November 27, 2023 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December

November 27, 2023 EX-99.1

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements and Supplemental Data Reports of Independent Registered Public Accounting Firm (PCAOB ID 42) 2 Consolidated Balance Sheets as of December 31, 2022 and 2021 5 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 6 Consolidated Statements of Comprehensive Income for the Years Ended Dece

November 27, 2023 425

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 27, 2023 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 27, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

November 27, 2023 EX-99.2

SPIRIT REALTY CAPITAL, INC. Consolidated Balance Sheets (In Thousands, Except Share and Per Share Data)

Exhibit 99.2 PART I — FINANCIAL INFORMATION Item 1. Financial Statements SPIRIT REALTY CAPITAL, INC. Consolidated Balance Sheets (In Thousands, Except Share and Per Share Data) (Unaudited) September 30, 2023 December 31, 2022 Assets Investments: Real estate assets held for investment: Land and improvements $ 2,742,072 $ 2,740,250 Buildings and improvements 6,081,378 5,892,117 Less: accumulated dep

November 27, 2023 424B3

120,000,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-257510 PROSPECTUS SUPPLEMENT (To prospectus supplement dated August 4, 2023 and accompanying prospectus dated June 29, 2021) 120,000,000 Shares Common Stock This prospectus supplement is being filed to update, amend and supplement certain information in the prospectus supplement, dated and filed with the Securities and Excha

November 27, 2023 EX-99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements and notes thereto present the unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December

November 27, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 27, 2023 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 27, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

November 27, 2023 EX-99.2

SPIRIT REALTY CAPITAL, INC. Consolidated Balance Sheets (In Thousands, Except Share and Per Share Data)

Exhibit 99.2 PART I — FINANCIAL INFORMATION Item 1. Financial Statements SPIRIT REALTY CAPITAL, INC. Consolidated Balance Sheets (In Thousands, Except Share and Per Share Data) (Unaudited) September 30, 2023 December 31, 2022 Assets Investments: Real estate assets held for investment: Land and improvements $ 2,742,072 $ 2,740,250 Buildings and improvements 6,081,378 5,892,117 Less: accumulated dep

November 27, 2023 EX-99.1

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Financial Statements and Supplemental Data Reports of Independent Registered Public Accounting Firm (PCAOB ID 42) 2 Consolidated Balance Sheets as of December 31, 2022 and 2021 5 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 6 Consolidated Statements of Comprehensive Income for the Years Ended Dece

November 27, 2023 EX-1.2

Amendment No. 1 to Sales Agreement, dated as of November 27, 2023, by and among Realty Income, the sales agents party thereto, the forward sellers party thereto and the forward purchasers party thereto.

Exhibit 1.2 AMENDMENT NO. 1 TO SALES AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) dated as of November 27, 2023 (the “Effective Date”) to the Sales Agreement (as defined below) is by and among Realty Income Corporation, a Maryland corporation (the “Company”), and the Agents, Forward Sellers and Forward Purchasers (as such terms are defined in the Sales Agreement) named on the signature pages

November 27, 2023 EX-99.4

Supplemental RISK FACTORS

Exhibit 99.4 Supplemental RISK FACTORS The business and operations of Realty Income (as defined below) are subject to numerous risks and other uncertainties and you should carefully consider the following supplemental risk factors, the risks described under the captions “Forward-Looking Statements” in Item 8.01 of the Current Report on Form 8-K filed by Realty Income on November 27, 2023 (the “For

November 13, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 13, 2023 (Date of Earliest Event Reported) REALTY INCOME C

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 13, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiz

November 13, 2023 EX-99.1

Digital Realty and Realty Income Form Build-to-Suit Data Center Development Joint Venture Realty Income Acquires 80% Equity Interest in Two Data Centers Currently Under Construction in Northern Virginia, with Up to 48 Megawatts of Potential IT Load

Exhibit 99.1 NEWS RELEASE Digital Realty and Realty Income Form Build-to-Suit Data Center Development Joint Venture Realty Income Acquires 80% Equity Interest in Two Data Centers Currently Under Construction in Northern Virginia, with Up to 48 Megawatts of Potential IT Load Austin, TX and San Diego, CA– November 13, 2023 – Digital Realty (NYSE: DLR), the largest global provider of cloud- and carri

November 7, 2023 EX-3.1

Amended and Restated Bylaws of Realty Income Corporation dated November 3, 2023 (filed as exhibit 3.1 to Realty Income Corporation’s Form 10-Q, filed on November 7, 2023 (File No. 001-13374) and incorporated herein by reference).

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF REALTY INCOME CORPORATION As of November 3, 2023 ARTICLE I DEFINITIONS Whenever used in these Bylaws, unless the context otherwise requires, the terms defined in this Article I shall have the following respective meanings: "ACT" has the meaning assigned to such term in Section 18 of Article IV hereof. "ADVISOR" means any Person (other than a director, off

November 7, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023, or ☐ Transition report pursua

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact nam

November 6, 2023 EX-99.2

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q3 2023 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.2 Q3 2023 Supplemental Operating & Financial Data 2 Table of Contents Corporate Overview 3 Financial Summary Consolidated Stateme

realtyincomeq32023supple SUPPLEMENTAL OPERATING & FINANCIAL DATA Q3 2023 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.

November 6, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 6, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiza

November 6, 2023 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 SAN DIEGO, CALIFORNIA, November 6, 2023....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three and nine months ended September 30, 2023. All per share amounts presented in this press release are on a diluted per

October 30, 2023 425

Filed by Realty Income Corporation

Filed by Realty Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Sprit Realty Capital, Inc.

October 30, 2023 EX-99.1

REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to

Exhibit 99.1 REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to Expand Runway for Future Growth - No Reliance on Capital Markets to Complete Transaction; Realty Income to Assume Existing Debt with Low

October 30, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 29, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiza

October 30, 2023 EX-2.1

Agreement and Plan of Merger, dated as of October 29, 2023, by and among Realty Income Corporation, Saints MD Acquisition Sub, Inc. and Spirit Realty Capital, Inc. (filed as exhibit 2.1 to the Company's Form 8-K, filed on October 30, 2023 and incorporated herein by reference).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among REALTY INCOME CORPORATION, SAINTS MD SUBSIDIARY, INC. and SPIRIT REALTY CAPITAL, INC. Dated as of October 29, 2023 TABLE OF CONTENTS Page Article I THE TRANSACTIONS 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Organizational Documents 2 Section 1.4 Directors and Officers 3 Section 1.5 Tax Consequences 3 Article II TREATMENT OF S

October 30, 2023 EX-2.1

Agreement and Plan of Merger, dated as of October 29, 2023, by and among Realty Income Corporation, Saints MD Subsidiary, Inc. and Spirit Realty Capital, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among REALTY INCOME CORPORATION, SAINTS MD SUBSIDIARY, INC. and SPIRIT REALTY CAPITAL, INC. Dated as of October 29, 2023 TABLE OF CONTENTS Page Article I THE TRANSACTIONS 2 Section 1.1 The Merger 2 Section 1.2 Closing 2 Section 1.3 Organizational Documents 2 Section 1.4 Directors and Officers 3 Section 1.5 Tax Consequences 3 Article II TREATMENT OF S

October 30, 2023 EX-99.2

2 Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amend

Exhibit 99.2 Realty Income to Acquire Spirit Realty October 30, 2023 2 Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other federal securi

October 30, 2023 EX-99.1

REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to

Exhibit 99.1 REALTY INCOME TO ACQUIRE SPIRIT REALTY CAPITAL IN $9.3 BILLION TRANSACTION - Over 2.5% Accretion to Annualized AFFO per Share in All Stock, Leverage-Neutral Transaction - Complementary Real Estate Portfolio Enhances Size, Scale and Diversification to Expand Runway for Future Growth - No Reliance on Capital Markets to Complete Transaction; Realty Income to Assume Existing Debt with Low

October 30, 2023 EX-99.2

2 Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amend

Exhibit 99.2 Realty Income to Acquire Spirit Realty October 30, 2023 2 Cautionary Note Regarding Forward-Looking Statements This communication may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, the Private Securities Litigation Reform Act of 1995 and other federal securi

October 30, 2023 425

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 29, 2023 (Date of Earliest Event Reported) REALTY INCOME CO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 29, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organiza

August 7, 2023 424B5

120,000,000 Shares Common Stock

TABLE OF CONTENTS   Filed Pursuant to Rule 424(b)(5)  Registration No. 333-257510 PROSPECTUS SUPPLEMENT (To prospectus dated June 29, 2021) 120,000,000 Shares Common Stock We have entered into a sales agreement dated August 4, 2023 (the “sales agreement”), with Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Mar

August 7, 2023 EX-1.1

Sales Agreement, dated August 4, 2023, by and among Realty Income, the sales agents party thereto, the forward sellers party thereto and the forward purchasers party thereto (filed as Exhibit 1.1 to the Current Report on Form 8-K, filed by Realty Income on August 7, 2023 and incorporated herein by reference).

Exhibit 1.1 REALTY INCOME CORPORATION Common Stock ($0.01 par value) SALES AGREEMENT August 4, 2023 Robert W. Baird & Co. Incorporated Credit Suisse Securities (USA) LLC 777 East Wisconsin Avenue Eleven Madison Avenue Milwaukee, Wisconsin 53202 New York, New York 10010 Barclays Capital Inc. Goldman Sachs & Co. LLC 745 Seventh Avenue 200 West Street New York, New York 10019 New York, New York 10282

August 7, 2023 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 4, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizati

August 7, 2023 EX-FILING FEES

Calculation of Filing Fee Tables Form S-3 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables Form S-3 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, $0.

August 3, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023, or ☐ Transition report pursuant to

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2023, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact name of

August 2, 2023 EX-99.2

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q2 2023 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.2 Q2 2023 Supplemental Operating & Financial Data 2 Table of Contents Corporate Overview 3 Financial Summary Consolidated Stateme

realtyincomeq22023supple SUPPLEMENTAL OPERATING & FINANCIAL DATA Q2 2023 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.

August 2, 2023 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 SAN DIEGO, CALIFORNIA, August 2, 2023....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three and six months ended June 30, 2023. All per share amounts presented in this press release are on a diluted per common share

August 2, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 2, 2023 (Date of Earliest Event Reported) REALTY INCOME CORP

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 2, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizati

July 6, 2023 8-A12B

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REALTY INCOME CORPORATION (Exact name of regist

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number)

July 6, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: July 6, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPOR

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: July 6, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization

July 6, 2023 EX-4.4

Officers’ Certificate dated July 6, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.875% Notes due 2030” and a new series of debt securities entitled “5.125% Notes due 2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No. 001-13374) and incorporated herein by reference).

Exhibit 4.4 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: July 6, 2023 The undersigned, Jonathan Pong, Senior Vice President and Head of Corporate Finance, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows: The undersigne

June 29, 2023 EX-FILING FEES

Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4.

June 29, 2023 424B5

€1,100,000,000 €550,000,000 4.875% Notes due 2030 €550,000,000 5.125% Notes due 2034

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)   Registration No. 333-257510 PROSPECTUS SUPPLEMENT (To prospectus dated June 29, 2021) €1,100,000,000 €550,000,000 4.875% Notes due 2030 €550,000,000 5.125% Notes due 2034 We are offering €550,000,000 aggregate principal amount of our 4.875% Notes due 2030 (the “2030 notes”) and €550,000,000 aggregate principal amount of our 5.125% Notes due 203

June 29, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 28, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 28, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

June 29, 2023 EX-1.1

Purchase Agreement, dated June 28, 2023 between the Representatives of the Underwriters and the Company.

Exhibit 1.1 Execution Version €1,100,000,000 REALTY INCOME CORPORATION (a Maryland Corporation) €550,000,000 4.875% Notes due 2030 €550,000,000 5.125% Notes due 2034 PURCHASE AGREEMENT June 28, 2023 Table of Contents Page SECTION 1. Representations and Warranties 3 SECTION 2. Sale and Delivery to the Underwriters; Closing 18 SECTION 3. Covenants of the Company 19 SECTION 4. Payment of Expenses 24

June 28, 2023 FWP

REALTY INCOME CORPORATION PRICING TERM SHEET 4.875% Notes due 2030 5.125% Notes due 2034

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-257510 June 28, 2023 REALTY INCOME CORPORATION PRICING TERM SHEET 4.875% Notes due 2030 5.125% Notes due 2034 This free writing prospectus relates only to the securities described below and should be read together with Realty Income Corporation’s preliminary prospectus supplement dated June 28, 2023 (the “Preliminary Pr

June 28, 2023 424B5

Subject to Completion Preliminary Prospectus Supplement dated June 28, 2023

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

June 28, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 28, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 28, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

June 22, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 22, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 22, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

June 22, 2023 EX-99.1

REALTY INCOME ANNOUNCES TRANSITION OF CHIEF FINANCIAL OFFICER ROLE

Exhibit 99.1 REALTY INCOME ANNOUNCES TRANSITION OF CHIEF FINANCIAL OFFICER ROLE SAN DIEGO, CALIFORNIA, June 22, 2023…. Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, is pleased to announce the transition of its Chief Financial Officer (CFO) and Treasurer roles from Christie Kelly to Jonathan Pong, currently the company’s Head of Corporate Finance, effective Janu

May 25, 2023 8-K

Submission of Matters to a Vote of Security Holders

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 23, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization

May 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023, or ☐ Transition report pursuant t

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2023, or ☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number 1-13374 REALTY INCOME CORPORATION (Exact name of

May 3, 2023 EX-99.1

REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2023

Exhibit 99.1 REALTY INCOME ANNOUNCES OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2023 SAN DIEGO, CALIFORNIA, May 3, 2023....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced operating results for the three months ended March 31, 2023. All per share amounts presented in this press release are on a diluted per common share basis unless stat

May 3, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 3, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organization)

May 3, 2023 EX-99.2

SUPPLEMENTAL OPERATING & FINANCIAL DATA Q1 2023 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.2 Q1 2023 Supplemental Operating & Financial Data 2 Table of Contents Corporate Overview 3 Financial Summary Consolidated Stateme

realtyincomeq12023supple SUPPLEMENTAL OPERATING & FINANCIAL DATA Q1 2023 An S&P 500 company S&P 500 Dividend Aristocrats® index member Exhibit 99.

April 14, 2023 8-K

Financial Statements and Exhibits, Other Events

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 14, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizati

April 14, 2023 EX-4.4

Officers’ Certificate dated April 14, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.700% Notes due 2028” and a new series of debt securities entitled “4.900% Notes due 2033” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No. 001-13374) and incorporated herein by reference).

Exhibit 4.4 Officers’ Certificate Pursuant to Sections 201, 301 and 303 of the Indenture Dated: April 14, 2023 The undersigned, Jonathan Pong, Senior Vice President and Head of Corporate Finance, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows: The undersig

April 6, 2023 EX-1.1

Purchase Agreement, dated April 5, 2023 between the Representatives of the Underwriters and the Company.

Exhibit 1.1 $1,000,000,000 REALTY INCOME CORPORATION (a Maryland Corporation) $400,000,000 4.700% Notes due 2028 $600,000,000 4.900% Notes due 2033 PURCHASE AGREEMENT April 5, 2023 Table of Contents Page SECTION 1. Representations and Warranties 3 SECTION 2. Sale and Delivery to the Underwriters; Closing 17 SECTION 3. Covenants of the Company 18 SECTION 4. Payment of Expenses 23 SECTION 5. Conditi

April 6, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 5, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 5, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

April 6, 2023 424B5

$1,000,000,000 $400,000,000 4.700% Notes due 2028 $600,000,000 4.900% Notes due 2033

424B5 1 tm2311060-2424b5.htm 424B5 TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration No. 333-257510 PROSPECTUS SUPPLEMENT (To prospectus dated June 29, 2021) $1,000,000,000 $400,000,000 4.700% Notes due 2028 $600,000,000 4.900% Notes due 2033 We are offering $400,000,000 aggregate principal amount of our 4.700% Notes due 2028 (the “2028 notes”) and $600,000,000 aggregate principal

April 6, 2023 EX-FILING FEES

You’ve Exceeded the SEC’s Traffic Limit

EX-FILING FEES Calculation of Filing Fee Tables Form 424B5 (Form Type) Realty Income Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Debt 4.

April 5, 2023 FWP

REALTY INCOME CORPORATION PRICING TERM SHEET 4.700% Notes due 2028 4.900% Notes due 2033

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration No. 333-257510 April 5, 2023 REALTY INCOME CORPORATION PRICING TERM SHEET 4.700% Notes due 2028 4.900% Notes due 2033 This free writing prospectus relates only to the securities described below and should be read together with Realty Income Corporation’s preliminary prospectus supplement dated April 5, 2023 (the “Preliminary Pr

April 5, 2023 424B5

Subject to Completion Preliminary Prospectus Supplement, dated April 5, 2023

424B5 1 tm2311060-1424b5.htm 424B5 TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.  Filed

April 5, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 5, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPO

United States Securities and Exchange Commission Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: April 5, 2023 (Date of Earliest Event Reported) REALTY INCOME CORPORATION (Exact name of registrant as specified in its charter) Maryland 1-13374 33-0580106 (State or Other Jurisdiction of Incorporation or Organizatio

March 31, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEFA14A 1 proxynotice2023.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

March 31, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

February 22, 2023 EX-4.59

Exhibit 4.59

Exhibit 4.59 DESCRIPTION OF SECURITIES As of December 31, 2022, Realty Income Corporation, a Maryland corporation ("Realty Income," "we," "us," and the "Company"), had six classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock, $0.01 par value per share ("common stock"); (ii) our 1.125% Notes due 2027 (the "Ju

February 22, 2023 EX-21.1

Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of the Company as of February 22, 2023 Entity Jurisdiction of Organization 11990 Eastgate Blvd, LLC Delaware 2100 E 69th Avenue Indiana LLC Delaware American Realty Capital Properties, LLC Delaware ARC AAHARAL001, LLC Delaware ARC AZGYAPR001, LLC Delaware ARC AZHUMPR001, LLC Delaware ARC AZPONPR001, LLC Delaware ARC AZSNJPR001, LLC Delaware ARC BBFTMFL001, LLC Delaware AR

February 22, 2023 EX-10.26

Form of Restricted Stock Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.26 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).

Exhibit 10.26 REALTY INCOME CORPORATION. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE FOR EXECUTIVES Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the Realty Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”). Realty Income Corporation, a Maryland corporation (

February 22, 2023 EX-10.27

Form of Performance Share Award Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.27 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).

Exhibit 10.27 REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD GRANT NOTICE Realty Income Corporation, a Maryland corporation, (the “Company”), pursuant to the Realty Income Corporation 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), in consideration of the mutual agreements set forth

February 22, 2023 EX-10.25

Form of Restricted Stock Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.25 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).

Exhibit 10.25 REALTY INCOME CORPORATION. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK GRANT NOTICE FOR EXECUTIVES Capitalized terms not specifically defined in this Restricted Stock Grant Notice (the “Grant Notice”) have the meanings given to them in the Realty Income Corporation 2021 Incentive Award Plan (as amended from time to time, the “Plan”). Realty Income Corporation, a Maryland corporation (

February 22, 2023 EX-10.28

Form of Performance Share Award Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan

Exhibit 10.28 REALTY INCOME CORPORATION 2021 INCENTIVE AWARD PLAN PERFORMANCE SHARE AWARD GRANT NOTICE Realty Income Corporation, a Maryland corporation, (the “Company”), pursuant to the Realty Income Corporation 2021 Incentive Award Plan, as amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), in consideration of the mutual agreements set forth

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