Realty Income (O) 10-K risk factor changes: FY2023 vs FY2022

This “Risk Factors” section contains references to our “capital stock” and to our “stockholders.” Unless expressly stated otherwise, the references to our “capital stock” represent our common stock and any class or series of preferred stock which may be outstanding from time to time, while the references to our “stockholders” represent holders of our common [removed: stock.][added: stock and any class or series of preferred stock which may be outstanding from time to time.]

- [removed: The COVID-19 pandemic or other epidemics or] [added: Epidemics,] pandemics or outbreaks of illness, disease or virus that affect countries or regions in which our clients and their parent companies operate or in which our properties or corporate headquarters are located;

[removed: If that happens, our claim against the bankrupt client for unpaid future] rent would be subject to statutory limitations that most likely would result in rent payments that would be substantially less than the remaining rent we are owed under the leases (it is also possible that we may not receive any unpaid future rent under terminated leases) or we may elect not to pursue claims against a client for terminated leases.

[added: Furthermore, we have made and may continue to make selected acquisitions of] properties that fall outside our historical focus on freestanding, single-client, net-lease retail locations in the U.S. As a result, we may be exposed to a variety of new risks by expanding into new property types and/or new jurisdictions outside the U.S. and properties leased to clients engaged in non-retail businesses.

[removed: In addition, several] [added: Some] of our properties were built during the period when asbestos was commonly used in building construction and we may acquire other buildings that contain asbestos in the future.

Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other [removed: entities more attractive relative to an investment in a REIT.]

Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of [added: required debt amortization payments, could require us to borrow funds to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.]

[removed: Likewise, our] [added: Our] Board of Directors is authorized to cause us to issue preferred stock of any class or series with dividend, voting and other rights as determined by our Board of [removed: Directors,] [added: Directors (such as the shares of preferred stock that were issued in connection with the closing of the Merger with Spirit)] which could dilute, or otherwise adversely affect, the interest of holders of our common stock.

These restrictions could limit our ability to [added: manage, control,] sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions.

The credit agreement governing our revolving credit facility also governs our $250.0 million unsecured term loan facility due March 2024 and, on January 6, [removed: 2023] [added: 2023,] we entered into the [removed: Term Loan Agreement] [added: term loan agreement (the “2023 term loan agreement”)] governing our [added: 2023] term [removed: loan,] [added: loans,] pursuant to which we borrowed an aggregate of approximately $1.0 billion in multicurrency borrowings.

The [removed: Term Loan Agreement] [added: 2023 term loan agreement] also permits us to incur additional term loans, up to an aggregate of $1.5 billion in total [removed: borrowings.][added: borrowings, pursuant to an accordion expansion feature, which is subject to obtaining lender commitments and other customary conditions.]

Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted [removed: SOFR] [added: Secured Overnight Financing Rate ("SOFR")] for US Dollar-denominated loans, adjusted [removed: SONIA] [added: Sterling Overnight Indexed Average (“SONIA”)] for Sterling-denominated loans, and [removed: EURIBOR] [added: Euro Interbank Offered Rate (“EURIBOR”)] for Euro-denominated loans.

[removed: As] [added: In addition, as] a result of the [removed: merger,] [added: Merger,] all outstanding secured [removed: indebtedness and all outstanding liabilities] [added: indebtedness, liabilities,] and other indebtedness of [removed: VEREIT] [added: Spirit] and its [removed: subsidiaries (including $4.65] [added: subsidiaries, including $2.75] billion of additional senior unsecured notes that were originally issued by [removed: VEREIT OP,] [added: Spirit Realty Capital, L.P.,] substantially all of which were exchanged for senior unsecured notes issued by [removed: us)] [added: us,] became indebtedness and liabilities of ours or our subsidiaries, as the case may be, which substantially increased the total secured indebtedness and the total liabilities and other indebtedness of us and our subsidiaries.

Given past disruptions in the financial markets and ongoing global financial uncertainties, [removed: including the impact of COVID-19, the United Kingdom’s withdrawal from the European Union (referred to as Brexit), and the ongoing Russia-Ukraine conflict,] we also face the risk that one or more of the participants in our revolving credit facility may be unwilling or unable to lend us money.

Our revolving credit facility, our term loan facilities, and our mortgage loan documents contain provisions that could limit or, in certain cases, prohibit the payment of dividends and other distributions to holders of our common stock [removed: and any outstanding preferred stock.]

[removed: - Requiring] [added: Our indebtedness could also have other important consequences to holders of our common stock, outstanding preferred stock, and our debt securities, including: increasing our vulnerability to general adverse economic and industry conditions; limiting our ability to obtain additional financing to fund future working capital, acquisitions, capital expenditures and other general corporate requirements; requiring] the use of a substantial portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures, and general corporate requirements; [added: limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and putting us at a disadvantage compared to our competitors with less indebtedness.]

Our future success will depend, in part, upon our ability to manage our [removed: acquisitions] [added: mergers] and [added: acquisitions, acquisitions, and] expansion opportunities under prevailing market conditions.

We cannot provide any assurances that we will be successful in consummating future [added: mergers and] acquisitions [added: or acquisitions] on favorable terms or that we will realize expected cash [removed: lease] yields, operating efficiencies, cost savings, revenue enhancements, synergies, or other benefits.

We have made and may continue to make [removed: selected] acquisitions of properties [added: (including through the use of alternative acquisition structures such as joint ventures, partnerships, fund and other structures)] that fall outside our historical focus on freestanding, single-client, net lease retail locations in the U.S. We may be exposed to a variety of new risks by expanding into new property types [removed: and/or new jurisdictions outside the U.S.] [added: (e.g., non-retail businesses), geographies, lease] and [removed: from properties leased to our] [added: acquisition structures, and] clients who engage in non-retail businesses.

This difficulty may be exacerbated to the extent the gaming property is located in a geography that does not have an expansive gaming footprint, such as [added: one of] the [removed: property] [added: properties,] in which we are invested.

We have acquired and may continue to [removed: acquire] [added: invest in] properties outside of the U.S. These investments may expose us to a variety of risks that are different from and in addition to those commonly found in the U.S. Our international investments are subject to additional risks, including:

- Complying with a wide variety of foreign laws, including corruption, employment, data protection, energy usage, health and safety and environmental regulations which may require capital expenditures to maintain or bring our [removed: foreign properties into compliance with applicable regulations;]

- As we may not have or have only a limited number of properties within a jurisdiction, our experience in that market and with local business may be [removed: limited;][added: limited, and our operating costs may be disproportionately higher until the number of properties within a jurisdiction grows;]

- Unexpected or other changes in regulatory [removed: requirements,] [added: requirements (including disclosure requirements),] tax, tariffs, trade barriers and other laws within jurisdictions outside the U.S. or between the U.S. and such jurisdictions;

- Initial limited investments within certain regions or countries [removed: resulting] [added: may result] in industry or client concentration risks;

We also engage external property managers [added: and other third parties,] who assist with managing our international properties.

If a property manager [added: or third party] fails to meet its obligations or terminates its services, we may need to find a [removed: replacement but] [added: replacement; however,] these services may be on less favorable terms and [removed: conditions] [added: conditions,] or we may not be able to find a suitable replacement in a timely manner or at all.

We may engage in development, speculative development, or expansion projects or invest in new [removed: assets,] [added: asset classes,] which would subject us to additional risks that could negatively impact our operations.

[added: If] we are not able to successfully manage the risks associated with such new assets, it could have an adverse effect on our business, results of operations and financial condition.

Additionally, we have obtained blanket liability, flood and earthquake (subject to substantial deductibles) and property damage insurance policies to protect us and our properties against loss should the indemnities and insurance policies provided by the [removed: clients fail to restore the properties to their condition prior to a loss.]

Compliance with the Americans with Disabilities Act of 1990 and fire, safety, and other regulations may require us to make [removed: unintended] [added: unanticipated] expenditures that could adversely impact our results of operations.

The [removed: retailers] [added: clients] to whom we lease properties are obligated by law to comply with the ADA provisions and, in many cases, the [removed: retailers] [added: clients] are generally obligated to cover costs associated with compliance pursuant to the terms of their applicable leases.

If required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these [removed: retailers] [added: clients] to cover costs could be adversely affected and we could be required to expend our own funds to comply with the provisions of the ADA, which could materially adversely affect our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders.

[removed: The real] [added: Real estate] property taxes on our properties [removed: and any other] [added: (including] properties [removed: that] we develop or [removed: acquire in the future] [added: acquire)] may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities.

[added: While] the majority of our leases are under a net lease structure, some or all of such property taxes may not be collectible from our clients.

[removed: Moreover, there can be no assurance that any of our sustainability strategies] will result in reduced operating costs, higher occupancy or higher rental rates or deter our existing clients from relocating to properties owned by our competitors.

This lack of control over our net-leased properties makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with certain regulatory disclosure requirements to which we are subject (such as the anticipated changes to the SEC’s climate-related disclosure rules) or comply effectively with established [removed: ESG] [added: Environmental, Social and Governance ("ESG")] frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, [removed: the TCFD] [added: Task Force for Climate-Related Financial Disclosures (“TCFD”)] and the Sustainability Accounting Standards Board.

[removed: We] [added: Following the Merger, we] may [removed: not] be [removed: able] [added: unable] to [added: integrate the operations of Spirit successfully, or] realize the anticipated synergies and related benefits of the [removed: merger with VEREIT] [added: Merger] and the transactions contemplated by the Merger [removed: Agreement.][added: Agreement or do so within the anticipated time frame.]

The [removed: merger involved] [added: Merger involves] the combination of two companies which operated as independent public companies.

From time to time, we are involved in legal proceedings, lawsuits, and other claims including those that may arise out of [added: mergers and] acquisitions, [added: acquisitions,] development [removed: opportunities] [added: opportunities, dispositions, joint ventures,] and other strategic transactions.

If that happens, our claim against the bankrupt client for unpaid future

entities more attractive relative to an investment in a REIT.

In addition, the tax treatment of certain of our sale-leaseback transactions could change, which could make such sale-leaseback transactions less attractive to potential sellers and lessees and negatively impact our operations.

The term loans pursuant to our 2023 term loan agreement mature in January 2025 with one remaining 12-month maturity extension available at our option.

At December 31, 2023, we also had a total of $18.6 billion of outstanding unsecured senior debt securities (excluding unamortized net original issuance premiums, deferred financing costs and basis adjustments on interest rate swaps designated as fair value hedges), including approximately $4.2 billion denominated in Sterling (of which $1.2 billion is related to our privately placed Sterling notes), $1.2 billion denominated in Euro thereunder, and approximately $822.4 million of outstanding mortgage debt (excluding unamortized net discounts and deferred financing costs).

In connection with the consummation of the closing of the Merger on January 23, 2024, we effectively assumed Spirit’s existing term loans with various lenders.

Specifically, on January 22, 2024, we entered into an amended and restated term loan agreement, pursuant to which we borrowed $800 million in aggregate total borrowings, $300 million of which matures on August 22, 2025 and $500 million of which matures on August 20, 2027 (the “$800 million term loan agreement”), and an amended and restated term loan agreement pursuant to which we borrowed $500 million in aggregate total borrowings which matures on June 16, 2025.

The $800 million term loan agreement and the $500 million term loan agreement became effective upon the closing of the Merger on January 23, 2024.

Similarly, some of the indebtedness to which we have become subject to subsequent to the Merger may also bear interest at variable rates.

and any outstanding preferred stock.

These risks may be enhanced by our limited experience in managing new property types, geographies, lease and acquisition structures, clients.

and the laws and/or culture of non-U.S. geographies.

foreign properties into compliance with applicable regulations and/or may require disclosure of various environmental, social and governance matters;

- We may face challenges with expanding into current or new jurisdictions, such as identifying and securing investment opportunities, hiring and retaining employees, extended time periods for acquiring or disposing of investments, which may increase the cost of funding an investment, and potentially experiencing different cultural and business practices related to employees, rent adjustments, ground leases, and property ownership requirements and limitations;

We have recently increased on investments in assets and transaction structures that are outside of our traditional business, including entering into new asset classes, such as casinos and vertical farms, and entering into (or expanding our use of) new transaction structures, such as joint ventures, lending, and increased exploration of sale-leaseback transactions.

clients fail to restore the properties to their condition prior to a loss.

Moreover, there can be no assurance that any of our sustainability strategies

Risks Related to the Spirit Merger and Transactions Contemplated by the Merger Agreement

We will be required to devote significant management attention and resources to integrating the operations of Spirit.

Potential difficulties we may encounter in the integration process include the following:

- the inability to successfully combine Spirit’s operations with ours in a manner that permits the combined company to achieve operating efficiencies (including with the integration of information technology systems), cost savings and efficiencies, revenues, synergies or other benefits either in the time frame anticipated or at all;

- lost revenue and clients as a result of certain clients of either us or Spirit deciding not to do business with the combined company;

- the continued complexities associated with managing a multi-national combined company, integrating certain personnel from the two companies, and the complexities associated with the separation of personnel;

- the complexities of combining two companies with different histories, regulatory restrictions, markets and clients;

- the failure to retain key employees of either of the two companies;

- potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Merger and the transactions contemplated by the Agreement and Plan of Merger, dated October 29, 2023 (the “Merger Agreement”), by and among the Company, Saints MD Subsidiary, Inc., a Maryland corporation and wholly owned subsidiary of the Company, and Spirit; and

- performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the Merger and integrating Spirit's operations with ours.

In addition, as disclosed, certain legal proceedings were instituted against us, Spirit, and the former Spirit directors and we may see additional legal proceedings instituted in the future.

The pendency and outcome of any legal proceedings is uncertain and may result in additional costs, expenses and the diversion of management’s attention

all of which could have an adverse effect on our business, operating results and price of our common stock or our ability to raise additional capital.

Our historical and unaudited pro forma condensed combined financial statements may not be representative of our results after the Merger and the transactions contemplated by the Merger Agreement.

The Merger and the transactions contemplated by the Merger Agreement were completed in January 2024.

Accordingly, our historical financial statements and our operating results for the periods prior to such time do not give effect to those transactions.

In addition, the unaudited pro forma condensed combined financial statements related to such transactions that we have previously prepared were created for informational purposes only and do not purport to be indicative of the financial position or results of operations that actually would have occurred had the Merger and the transactions contemplated by the Merger Agreement been completed as of the dates indicated, nor does it purport to be indicative of our future operating results or financial position after the Merger and the transactions contemplated by the Merger Agreement.

The unaudited pro forma condensed combined financial statements reflect adjustments, which were based upon preliminary estimates, to allocate the purchase price to Spirit’s assets and liabilities and certain estimates and assumptions regarding the Merger and the transactions contemplated by the Merger Agreement that we and Spirit believe are reasonable under the circumstances.

In addition, the unaudited pro forma condensed combined financial statements do not reflect other future events that occur after the Merger and the transactions contemplated by the Merger Agreement, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the Merger and the transactions contemplated by the Merger Agreement, and do not consider potential impacts of current market conditions on revenues or expense efficiencies.

As a result, we cannot assure you that our historical and unaudited pro forma condensed combined financial statements will be representative of our results for future periods.

Our common stockholders will be diluted by the Merger.

At the closing of the Merger, we issued approximately 108.0 million additional shares of common stock.

Consequently, as a result of this dilution, our common stockholders as of immediately prior to the Merger have less voting control and influence over our management and policies after the effective time of the Merger than they previously exercised over our management and policies.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

Furthermore, we have made and may continue to make selected acquisitions of

These risks may include limited experience in managing certain types of new properties, new types of real estate locations and lease structures, and the laws and culture of non-U.S. jurisdictions.

The COVID-19 pandemic has disrupted our operations and the effects of the pandemic are expected to continue to have an adverse effect on our business, results of operations, financial condition and liquidity.

The COVID-19 pandemic, including the continued spread of new variants and the measures taken to limit its spread, has had, and other pandemics in the future could have, adverse repercussions across global economies and financial markets, as well as on us and our clients.

Factors that have contributed or may contribute in the future to the adverse impact of the COVID-19 pandemic and the measures taken to limit its spread on the business, results of operations, financial condition and liquidity of us and our clients include, without limitation, the following:

- Operational limitations or issues at properties operated by our clients resulting from government action (including travel bans, border closings, business closures, quarantine, vaccine and testing requirements, shelter-in-place or similar orders requiring that people remain in their homes);

- Reduced economic activity, customer traffic, consumer confidence or discretionary spending, the deterioration in our or our clients’ ability to operate in affected areas, and any delays in the supply of products or services to our clients may impact certain of our clients’ businesses, results of operations, financial condition and liquidity and may cause certain of our clients to be unable to meet their obligations to us in full, or at all, and to seek, whether through negotiation, restructuring or bankruptcy, reductions or deferrals in their rent payments and other obligations to us or early termination of their leases;

- Difficulties with supply chain disruptions and in leasing, selling or redeveloping properties or renewing expiring or terminated leases on terms we consider acceptable, or at all;

- Difficulties accessing bank lending, capital markets and other financial markets on attractive terms, or at all, may adversely affect our cost of capital, our access to capital to grow our business (including through acquisitions, development opportunities and other strategic transactions) and to fund our business operations, our ability to pay dividends on our common stock, our ability to pay the principal of and interest on our indebtedness, and our other liabilities on a timely basis, and may adversely affect our clients’ ability to fund their business operations and meet their obligations to us and others;

- Potential negative impacts on our credit ratings, the interest rates on our borrowings, and our future compliance with financial covenants under our credit facility and other debt instruments, which could result in a default and potentially an acceleration of indebtedness, any of which could negatively impact our ability to make additional borrowings under our revolving credit facility, sell commercial paper notes under our commercial paper programs, incur other indebtedness, pay dividends on our common stock and pay the principal of and interest on our indebtedness and our other obligations when due;

- The impact of the COVID-19 pandemic on the market value of certain of our properties has led to impairment charges and may require that we incur further impairment charges, asset write-downs or similar charges;

- The impact on the ability of our employees, including members of our management team or board of directors, to fulfill their duties to us; and

- A general decline in business activity and demand for real estate transactions could adversely affect our ability to grow our portfolio of properties.

Most of our clients operate retail businesses, many of which have been disproportionately impacted by certain of the issues described above, and may continue to be disproportionately impacted in the future.

The extent to which the COVID-19 pandemic continues to impact our operations and those of our clients will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or limit its impact, and the direct and indirect economic effects of the pandemic and containment measures.

Likewise, the deterioration of global economic conditions as a result of the pandemic may ultimately lead to a further decrease in occupancy levels and rental rates across our portfolio as our clients (including those in the theater

industry) reduce or defer their spending, institute restructuring plans or file for bankruptcy.

Some of our clients have experienced temporary closures of some or all of their properties or have substantially altered or reduced their operations in response to the COVID-19 pandemic, and additional clients may do so in the future.

To the extent the COVID-19 pandemic or other epidemics or pandemics in the future adversely affect economic conditions and financial markets, as well as the business, results of operations, financial conditions and liquidity of us and our clients, they may also have the effect of heightening many of the risks described elsewhere in this “Risk Factors” section and our historical information regarding our business, properties, results of operations, financial condition or liquidity may not be representative of the future results of operations, financial condition, liquidity or other financial or operating results of us, our properties or our business.

required debt amortization payments, could require us to borrow funds to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.

The Term Loans initially mature in January 2024 and include two 12-month maturity extensions that can be exercised at the company's option.

Our indebtedness could also have other important consequences to holders of our common stock, any outstanding preferred stock, and our debt securities, including:

- Increasing our vulnerability to general adverse economic and industry conditions;

- Limiting our ability to obtain additional financing to fund future working capital, acquisitions, capital expenditures and other general corporate requirements;

- Limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and

- Putting us at a disadvantage compared to our competitors with less indebtedness.

- Cultural factors and business practices that differ from our U.S. standards and practices including as they relate to rent adjustments, ground leases and property ownership requirements and limitations;

If

While

While we devoted significant management attention and resources to integrating the business practices and operations of VEREIT, it is possible that we may be unable to realize expected operating efficiencies, cost savings, revenue enhancements, synergies or other benefits.

the U.S. or abroad.

Although management believes it has been prudent and

All of these may have an adverse effect on our results of operations, financial condition and liquidity.

[removed: - A] [added: Our total portfolio has a] weighted average remaining lease term (excluding rights to extend a lease at the option of our client) of approximately [removed: 9.5 years; and][added: 9.8 years.]

Of the [removed: 12,237] [added: 13,458] properties in the portfolio at December 31, [removed: 2022, 12,018,] [added: 2023, 13,197,] or [removed: 98.2%,] [added: 98.1%,] are single-client properties, of which [removed: 11,894] [added: 13,007] were leased, and the remaining are multi-client properties.

Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes and operating expenses totaling [removed: $184.7] [added: $274.2] million, [removed: $104.9] [added: $184.7] million and [removed: $79.4] [added: $104.9] million for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] respectively.

Our goal is to deliver dependable monthly dividends to our [removed: shareholders] [added: stockholders] that increase over time.

Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate [added: acquisitions, investments in loans, property development, and capital expenditures by issuing common stock, preferred stock, long-term unsecured notes, and term loan borrowings.]

Our primary cash obligations, for the current year and subsequent years, are included in the [removed: “Table of Obligations,”] [added: “Material Cash Requirements” table,] which is presented later in this section.

- Additional borrowings under our revolving credit facility [added: and our term loan] (after deducting outstanding borrowings under our commercial paper programs).

At December 31, [removed: 2022,] [added: 2023,] our total outstanding borrowings of [removed: senior unsecured notes and bonds, $250.0 million] [added: revolving credit facility, commercial paper,] term [removed: loan,] [added: loans,] mortgages payable, [removed: revolving credit facility] and [removed: commercial paper] [added: senior unsecured notes and bonds] were [removed: $17.9] [added: $21.5] billion, [removed: or approximately 29.9%] [added: with a weighted average maturity] of [removed: our total market capitalization] [added: 5.9 years and a weighted average interest rate] of [removed: $59.9 billion.][added: 3.9%.]

[removed: In June 2021,] [added: On February 16, 2024,] we filed a [added: new] shelf registration statement with the SEC, which is effective for a term of three years and will expire in [removed: June 2024.][added: February 2027.]

We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if [added: these securities are offered.]

[removed: Under our ATM] [added: We have an At-The-Market ("ATM")] program, [added: pursuant to which we may offer and sell] up to [removed: 120,000,000] [added: 120.0 million] shares of common stock [removed: may be offered and sold] (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary [removed: brokers’] [added: brokers'] transactions on the NYSE at prevailing market [removed: prices, at] prices [removed: related to prevailing market prices] or at negotiated prices or by any other methods permitted by applicable law.

As of December 31, [removed: 2022,] [added: 2023,] there were [removed: 6,744,884] [added: approximately 6.2 million] shares of [added: unsettled] common stock subject to forward sale [removed: agreements] [added: confirmations] through our ATM program, [removed: with] [added: representing approximately $337.8 million in expected net proceeds, which have been executed at] a weighted average [removed: initial] price of [removed: $63.31] [added: $54.70] per [removed: share, representing approximately $0.4 billion in estimated net proceeds] [added: share] (assuming full physical settlement of all outstanding shares of common [removed: stock] [added: stock,] subject to such forward sale agreements and certain assumptions made with respect to settlement [removed: dates), which have been executed but not settled.][added: dates).]

[removed: At] [added: As of] December 31, [removed: 2022,] [added: 2023,] we had [removed: 11,159,825] [added: 81.3 million] shares remaining for future issuance under our [removed: DRSPP] [added: ATM] program.

[removed: Under] [added: Based on] our [removed: revolving] credit [removed: facility,] [added: agency ratings as of December 31, 2023, interest rates under] our [removed: current investment grade] credit [removed: ratings provide] [added: facility] for [removed: financing on USD] [added: U.S.] borrowings [added: would have been] at the [removed: Secured Overnight Financing Rate ("SOFR"),] [added: SOFR,] plus 0.725% with a SOFR adjustment charge of 0.10% and a revolving credit facility fee of 0.125%, for all-in [added: drawn] pricing of 0.95% over SOFR, [added: for] British Pound Sterling [added: borrowings,] at the [removed: Sterling Overnight Indexed Average (“SONIA”),] [added: SONIA,] plus 0.725% with a SONIA adjustment charge of 0.0326% and a revolving credit facility fee of 0.125%, for all-in [added: drawn] pricing of 0.8826% over SONIA, and [added: for] Euro Borrowings at one-month [removed: Euro Interbank Offered Rate (“EURIBOR”),] [added: EURIBOR,] plus 0.725%, and a revolving credit facility fee of 0.125%, for all-in [added: drawn] pricing of 0.85% over one-month EURIBOR.

We use our [removed: $4.25 billion] [added: unsecured] revolving credit facility as a liquidity backstop for the repayment of the notes issued under [removed: the commercial paper] [added: these] programs.

[removed: Term Loans][added: *Term Loans*]

[removed: On January 6, 2023 we entered into the Term Loan Agreement governing our term loan, pursuant to which we borrowed an aggregate] [added: As] of [removed: approximately $1.0] [added: December 31, 2023, we had $1.1] billion in multicurrency borrowings, including $90.0 million, £705.0 [removed: million] [added: million,] and €85.0 million in outstanding borrowings.

[removed: The Term Loan Agreement also permits] [added: In January 2023, we entered into a term loan agreement, permitting] us to incur [removed: additional] [added: multicurrency] term loans, up to an aggregate of $1.5 billion in total borrowings.

As of December 31, [removed: 2022,] [added: 2023,] the effective interest [removed: rate on this term loan,] [added: rate,] after giving effect to the interest rate [removed: swap,] [added: swaps,] was [removed: 3.83%.][added: 5.0%.]

See note [removed: *9.][added: *10*.]

During the year ended December 31, [removed: 2022,] [added: 2023,] we issued the following notes and bonds (in millions):

| [removed: 2022 Issuances] [added: Note Issuance] | | | [added: | | |] Date of Issuance | | | | | | Maturity Date | | | | | | Principal [removed: amount used] [added: amount] | | | | | | Price of par value | | | | | | Effective yield to maturity | | |

In January 2023, we issued [removed: $500] [added: $500.0] million of [removed: 5.05%] [added: 5.050%] senior unsecured notes due January 2026 and [removed: $600] [added: $600.0] million of [removed: 4.85%] [added: 4.850%] senior unsecured notes due March 2030.

See [removed: Note 19, *Subsequent Events*] [added: note *21, Subsequent Events,*] to [removed: our] [added: the] consolidated financial [removed: statements.][added: statements for further details.]

These calculations, which are not based on [added: accounting principles generally accepted in] U.S. GAAP, are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance.

The actual amounts as of December 31, [removed: 2022,] [added: 2023,] are:

| Limitation on incurrence of total debt | | | < 60% of adjusted assets | | | [removed: 40.3] [added: 39.7] | | % |

| Limitation on incurrence of secured debt | | | < 40% of adjusted assets | | | [removed: 2.0] [added: 1.6] | | % |

| Debt service coverage (trailing 12 months) (1) | | | \> 1.5x | | | [removed: 5.2x] [added: 4.7x] | | |

| Maintenance of total unencumbered assets | | | \> 150% of unsecured debt | | | [removed: 255.4] [added: 257.9] | | % |

(1) Our debt service coverage ratio is calculated on a pro forma basis for the preceding four-quarter period on the assumptions that: (i) the incurrence of any debt (as defined in the covenants) incurred by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four quarters had in each case occurred on January 1, [removed: 2022] [added: 2023] and subject to certain additional adjustments.

Such pro forma ratio has been prepared on the basis required by that debt service covenant, reflects various estimates and assumptions and is subject to other uncertainties, and therefore does not purport to reflect what our actual debt service coverage ratio would have been had transactions referred to in clauses (i), (ii) and (iii) of the preceding sentence occurred as of January 1, [removed: 2022,] [added: 2023,] nor does it purport to reflect our debt service coverage ratio for any [added: future period.]

The following is our calculation of debt service and fixed charge coverage at December 31, [removed: 2022] [added: 2023] (in thousands, for trailing twelve months):

| Net income available to common stockholders | | | [added: | | | | | | | | | | | |] $ | [added: 872,309 | | | | | $ |] 869,408 | |

| Plus: interest expense, excluding the amortization of deferred financing costs | | | [removed: 451,629] [added: 703,883] | | |

| [removed: Less: gain] [added: Gain] on extinguishment of debt | | | [added: | | | | | | | | | | | | — | | | | | |] (367) | | |

| Plus: provision for taxes | | | [removed: 45,183] [added: 52,021] | | |

| [removed: Plus: depreciation] [added: Depreciation] and amortization | | | [added: | | | | | | | | | | | | 1,895,177 | | | | | |] 1,670,389 | | |

| Plus: provisions for impairment | | | [removed: 25,860] [added: 82,208] | | |

| Plus: pro forma adjustments | | | [removed: 318,394] [added: 360,009] | | |

The following discussion and analysis reflect our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022.

For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on [Form 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/726728/000072672823000044/o-20221231.htm) for the year ended December 31, 2022.

As of December 31, 2023, we owned or held interests in a diversified portfolio of 13,458 properties located in all 50 U.S. states, Puerto Rico, the U.K., France, Germany, Ireland, Italy, Portugal, and Spain, with approximately 272.1 million square feet of leasable space to clients doing business in 86 separate industries.

RECENT DEVELOPMENTS

Closing of Spirit Realty Capital Merger

On January 23, 2024, we closed on our previously announced merger with Spirit, which is further described in note *21,* *Subsequent Events,* to the consolidated financial statements.

The Spirit portfolio consisted of 2,018 U.S. retail, industrial and other properties across 49 states.

With assets that are highly complementary to our existing portfolio, this transaction enhances the diversification and depth of our real estate portfolio and will allow us to strengthen our longstanding relationships with existing clients and curate new ones.

Increases in Monthly Dividends to Common Stockholders

We have continued our 55-year history of paying monthly dividends.

In addition, we increased the dividend five times during 2023 and once during 2024.

As of February 2024, we have paid 105 consecutive quarterly dividend increases and increased the dividend 123 times since our listing on the NYSE in 1994.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2023 Dividend increases | | | Month Declared | | | | | | Month Paid | | | | | | Monthly Dividend per share | | | | | | Increase per share | | |

| 1st increase | | | Dec 2022 | | | | | | Jan 2023 | | | | | | $ | 0.2485 | | | | | $ | 0.0005 | |

| 2nd increase | | | Feb 2023 | | | | | | Mar 2023 | | | | | | $ | 0.2545 | | | | | $ | 0.0060 | |

| 3rd increase | | | Mar 2023 | | | | | | Apr 2023 | | | | | | $ | 0.2550 | | | | | $ | 0.0005 | |

| 4th increase | | | Jun 2023 | | | | | | Jul 2023 | | | | | | $ | 0.2555 | | | | | $ | 0.0005 | |

| 5th increase | | | Sep 2023 | | | | | | Oct 2023 | | | | | | $ | 0.2560 | | | | | $ | 0.0005 | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| 2024 Dividend increase | | | | | | | | | | | | | | | | | | | | | | | |

| 1st increase | | | Dec 2023 | | | | | | Jan 2024 | | | | | | $ | 0.2565 | | | | | $ | 0.0005 | |

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| | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

The dividends paid per share during 2023 totaled $3.051, as compared to $2.967 during 2022, an increase of $0.084, or 2.8%.

The monthly dividend of $0.2565 per share represents a current annualized dividend of $3.0780 per share, and an annualized dividend yield of 5.4% based on the last reported sale price of our common stock on the NYSE of $57.42 on December 31, 2023.

Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period.

Investments During 2023

During the year ended December 31, 2023, we invested $9.5 billion at an initial weighted average cash yield of 7.1%, including an investment in 1,408 properties, properties under development or expansion, investments in loans and a preferred equity investment.

See notes *4*, *Investments in Real Estate, 5, Investments in Unconsolidated Entities,* and *6, Investments in Loans,* to the consolidated financial statements for further details.

During 2023, we raised $5.5 billion of net proceeds from the sale of common stock, at a weighted average price of $59.79 per share, primarily through proceeds from the sale of common stock through our At-the-Market ("ATM") Program.

The ATM program issuances during 2023 included 91.7 million shares issued pursuant to forward sale confirmations.

As of December 31, 2023, 6.2 million shares of common stock subject to forward sale confirmations have been executed but not settled.

See note *11*, *Issuances of Common Stock*, to the consolidated financial statements for further details.

Note Issuances

In January 2024, we issued $450.0 million of 4.750% senior unsecured notes due February 2029 and $800.0 million of 5.125% senior unsecured notes due February 2034.

In connection with the Merger, we also completed the $2.7 billion exchange in principal of outstanding notes issued by Spirit Realty, L.P. (“Spirit OP”).

Realty Income was founded in 1969, and listed on the NYSE under the ticker symbol "O" in 1994.

Over the past 54 years, Realty Income has been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients.

At December 31, 2022, our diversified portfolio consisted of:

- Owned or held interests in 12,237 properties;

- An occupancy rate of 99.0%, or 12,111 properties leased and 126 properties available for lease or sale;

- Clients doing business in 84 separate industries;

- Locations in all 50 U.S. states, Puerto Rico, the U.K., Spain, and Italy;

- Approximately 236.8 million square feet of leasable space;

- An average leasable space per property of approximately 19,350 square feet, approximately 13,000 square feet per retail property and approximately 234,100 square feet per industrial property.

In addition, references to reserves recorded as a reduction of rental revenue include amounts reserved for in the current period, as well as unrecognized contractual revenue and unrecognized straight-line rental revenue for leases accounted for on a cash basis.

Capital Philosophy

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

acquisitions, property development, and capital expenditures, by issuing common stock, preferred stock, long-term unsecured notes and term loan borrowings.

As of December 31, 2022, there are approximately $2.0 billion of obligations becoming due during 2023, which we expect to fund through a combination of the following:

We may choose to mitigate our financial exposure to exchange rate risk for properties acquired outside the U.S. through the issuance of debt securities denominated in the same local currency and through currency derivatives.

We may leave a portion of our foreign cash flow unhedged to reinvest in additional properties in the same local currency.

Conservative Capital Structure

We believe that our stockholders are best served by a conservative capital structure.

Therefore, we seek to maintain a conservative debt level on our balance sheet and solid interest and fixed charge coverage ratios.

We define our total market capitalization at December 31, 2022, as the sum of:

- Shares of our common stock outstanding of 660,300,195, plus total common units outstanding of 1,795,167, multiplied by the last reported sales price of our common stock on the NYSE of $63.43 per share on December 31, 2022, or $42.0 billion;

- Outstanding borrowings of $2.0 billion on our revolving credit facility, comprised of €1.8 billion Euro and £70.0 million Sterling borrowings;

- Outstanding borrowings of $701.8 million on our commercial paper programs, including €361.0 million of Euro-denominated borrowings;

- Outstanding mortgages payable of $842.3 million, excluding net mortgage premiums of $12.4 million and deferred financing costs of $0.8 million;

- Outstanding borrowings on our $250.0 million term loan, excluding deferred financing costs of $0.2 million; and

- Outstanding senior unsecured notes and bonds of $14.1 billion, including Sterling-denominated notes of £2.57 billion, and excluding unamortized net premiums of $224.6 million and deferred financing costs of $60.7 million.

these securities are offered.

We currently expect to fully physically cash settle any forward sale agreement with the respective forward purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds at settlement equal to the number of shares specified in such forward sale agreement multiplied by the relevant forward price per share.

During the year ended December 31, 2022, we issued 68,608,176 shares and raised approximately $4.6 billion of net proceeds under the ATM programs.

With respect to forward sales pursuant to our ATM program, we do not initially receive any proceeds from any sale of shares of our common stock borrowed by a forward purchaser and sold through a forward seller.

The weighted average forward price at December 31, 2022 was $62.59 per share, after price deduction and adjustments.

After deducting the 6,744,884 shares sold pursuant to forward sale confirmations that remained outstanding as of December 31, 2022, we had 70,620,121 shares remaining for future issuance under our ATM program.

Our Dividend Reinvestment and Stock Purchase Plan, (our "DRSPP"), provides our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions.

Our DRSPP also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions.

Our DRSPP authorizes up to 26,000,000 common shares to be issued.

Our DRSPP includes a waiver approval process, allowing larger investors or institutions, per a formal approval process, to purchase shares at a small discount, if approved by us.

We did not issue shares under the waiver approval process during the year ended December 31, 2022.

During the year ended December 31, 2022, we issued 175,554 shares and raised approximately $11.7 million under our DRSPP.

There were no issuances of common stock in underwritten public offerings during the year ended December 31, 2022.

Revolving Credit Facility

In order to mitigate and manage the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps, interest rate [added: swaptions, interest rate] locks and caps.

[added: There can be no assurance that we will be] able to adequately protect against the foregoing risks or realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging activities.

The following table presents, by year of expected maturity, the principal amounts, average interest rates and estimated fair values of our fixed and variable rate debt as of December 31, [removed: 2022.][added: 2023.]

| 2024 | | | [removed: 1,840.5] [added: $] | [added: 1,840.5] | | [added: (1)] | | | 4.48 | | [added: %] | | | | [removed: —] [added: $] | [added: 764.4] | | | | | [removed: —] [added: 4.37] | | [added: %] |

| 2025 | | | [removed: 1,092.0] [added: 1,094.0] | | | | | | 4.23 | | [added: %] | | | | — | | | | | | — | | |

[removed: (1)Excludes] [added: (4)Excludes] net premiums [added: and discounts] recorded on mortgages payable, net premiums recorded on notes [removed: payable and] [added: payable,] deferred financing costs on [added: term loans,] mortgages payable, notes payable, and [removed: our $250.0 million term loan.][added: the basis adjustment on interest rate swaps designated as fair value hedges on notes payable.]

[removed: (2)We] [added: We] base the estimated fair value of the [removed: publicly-traded] [added: publicly traded] fixed rate senior notes and bonds at December 31, [removed: 2022,] [added: 2023,] on the indicative market prices and recent trading activity of our senior notes and bonds payable.

[removed: We] [added: (5)We] base the estimated fair value of our fixed rate mortgages and private senior notes payable at December 31, [removed: 2022,] [added: 2023,] on the relevant forward interest rate curve, plus an applicable credit-adjusted spread.

We believe that the carrying values of the line of [removed: credit and] [added: credit,] commercial paper [removed: borrowings] [added: borrowings,] and [removed: $250.0 million] term loan [removed: balance] [added: balances] reasonably approximate their estimated fair values at December 31, [removed: 2022.][added: 2023.]

The table above incorporates only those exposures that exist as of December 31, [removed: 2022.][added: 2023.]

At December 31, [removed: 2022,] [added: 2023,] our outstanding [added: mortgages payable,] notes, [removed: bonds] and [removed: mortgages payable] [added: bonds] had fixed interest rates.

Interest on our credit facility and commercial paper borrowings and [removed: $250.0 million] term [removed: loan balance] [added: loans] is variable.

However, the variable interest rate feature on our [removed: $250.0 million] term [removed: loan has] [added: loans have] been mitigated by [removed: an] interest rate swap [removed: agreement.][added: agreements.]

We continuously evaluate and manage our foreign currency risk through the use of derivative financial instruments, including currency exchange swaps, [removed: foreign currency collars,] and foreign currency forward contracts with financial counterparties where practicable.

The following table summarizes the maturity of our debt as of December 31, 2023 (dollars in millions):

| 2026 | | | 2,669.0 | | | (2) | | | 4.18 | | % | | | | 500.0 | | | (3) | | | 3.05 | | % |

| 2027 | | | 2,050.1 | | | | | | 2.66 | | % | | | | — | | | | | | — | | |

| 2028 | | | 2,051.1 | | | | | | 3.43 | | % | | | | — | | | | | | — | | |

| Thereafter | | | 10,511.8 | | | | | | 3.91 | | % | | | | — | | | | | | — | | |

| Totals (4) | | | $ | 20,216.5 | | | | | 3.84 | | % | | | | $ | 1,264.4 | | | | | 3.85 | | % |

| Fair Value (5) | | | $ | 19,250.2 | | | | | | | | | | | $ | 1,264.3 | | | | | | | |

(1)In conjunction with our $250.0 million senior unsecured term loan, which matures in March 2024, we entered into an interest rate swap, and as of December 31, 2023, the effective interest rate on this term loan, after giving effect to the interest rate swap, was 3.8%.

(2)The maturity date for our 2023 term loans reflects the closing of our previous twelve-month extension option and assumes the additional twelve-month extension available at the company's option is exercised.

In conjunction with closing, we executed one-year variable-to-fixed interest rate swaps, which fix our per annum interest rate at 5.0% over the initial term.

Accordingly, the 2023 term loans have been presented as fixed rate debt as of December 31, 2023 in the table above.

(3)In January 2023, we issued $500.0 million of 5.05% senior unsecured notes due January 13, 2026, which were callable at par beginning on January 13, 2024.

In conjunction with the pricing of these senior unsecured notes due January 2026, we executed three-year, fixed-to-variable interest rate swaps totaling $500.0 million, which are subject to the counterparties' right to terminate the swaps at any time following the 2026 notes par call date.

At December 31, 2023, a 1% change in interest rates on our variable-rate debt would change our interest costs by $12.6 million.

There can be no assurance that we will be

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

| 2023 | | | $ | 22.0 | | | | | 4.44 | | % | | | | $ | 701.8 | | | | | 3.41 | | % |

| 2026 | | | 1,587.0 | | | | | | 3.72 | | | | | | 2,027.2 | | | | | | 3.65 | | |

| 2027 | | | 2,005.4 | | | | | | 2.68 | | | | | | — | | | | | | — | | |

| Thereafter | | | 8,659.6 | | | | | | 3.27 | | | | | | — | | | | | | — | | |

| Totals (1) | | | $ | 15,206.5 | | | | | 3.46 | | % | | | | $ | 2,729.0 | | | | | 3.59 | | % |

| Fair Value (2) | | | $ | 13,583.2 | | | | | | | | | | | $ | 2,729.0 | | | | | | | |

At December 31, 2022, the unamortized balance of net premiums on mortgages payable is $12.4 million, the unamortized balance of net premiums on notes payable is $224.6 million, and the balance of deferred financing costs on mortgages payable is $0.8 million, on notes payable is $60.7 million, and on the $250.0 million term loan is $0.2 million.

Based on our revolving credit facility balance of $2.0 billion at December 31, 2022, a 1% change in interest rates would change our interest rate costs by $20.3 million per year.

*In this Annual Report on Form 10-K, unless the context otherwise requires, references to* *“Realty Income,” the “Company,” “we,” “our” or “us” refer to Realty Income Corporation and our subsidiaries.* [removed: Our financial results for the periods presented reflect our merger with VEREIT, Inc. ("VEREIT") from the merger date of November 1, 2021; therefore, periods prior to that date do not reflect the impact of the VEREIT merger.]

Over the past [removed: 54] [added: 55] years, Realty Income has been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients.

Our investment activities have led to a diversified property portfolio [removed: that,] [added: and] as of December 31, [removed: 2022,] [added: 2023,] we owned or held interests in [removed: 12,237] [added: 13,458] properties located in all 50 U.S. states, Puerto Rico, the [removed: U.K., Spain, and] [added: United Kingdom ("U.K."), France, Germany, Ireland,] Italy, [added: Portugal,] and [added: Spain and] doing business in [removed: 84] [added: 86] industries.

We seek to [added: acquire,] invest in [added: and develop] high-quality real estate that our clients consider important to the successful operation of their businesses.

We have an internal team dedicated to sourcing such opportunities, often using our relationships with various clients, owners/developers, [removed: brokers] [added: brokers,] and advisers to uncover and secure transactions.

This research expertise is instrumental to uncovering [removed: net lease] [added: investment] opportunities in markets where we believe we can add value.

We target investments with clients who have demonstrated resiliency to e-commerce or have a strong [removed: omni channel] [added: omnichannel] retail strategy, uniting brick-and-mortar and mobile browsing, both of which reflect the continued importance of last mile retail, the movement of goods to their final destination, real estate as part of a customer experience and supply chain strategy.

As a result of the execution of this strategy, approximately [removed: 93%] [added: 91%] of our annualized retail contractual rent on December 31, [removed: 2022,] [added: 2023,] is derived from our clients with a service, non-discretionary, and/or low price point component to their business.

[removed: In order to] [added: To] be considered for acquisition, [removed: properties] [added: investments] must meet stringent underwriting requirements.

- Industry, client (including [removed: credit profile),] [added: credit),] and market conditions;

- Store profitability for retail locations if profitability data is [removed: available; and][added: available or the importance of the real estate location to the operations of the clients’ business.]

[removed: Because] [added: With regard to real estate investments,] we typically own the land and building in which a client conducts its business or which are critical to the client’s ability to generate [removed: revenue, we believe the risk of default on a client’s lease obligation is less than the client’s unsecured general obligations.][added: revenue.]

[added: Therefore, in the] event of reorganization, we believe they are less likely to reject a lease of a profitable or critical location because this would terminate their right to use the property.

Thus, as the property owner, we believe that we [removed: will] [added: should] fare better than unsecured creditors of the same client in the event of reorganization.

[removed: In addition, we believe that the risk of default on real estate leases] can be further mitigated by monitoring the performance of our clients’ individual locations and considering whether to proactively sell locations that meet our criteria for disposition.

In addition, prior to entering any transaction, our [added: credit] research [removed: department] [added: team] conducts a review of a client’s credit quality.

We conduct due diligence, including financial reviews of the client, [removed: and] monitor our clients’ credit quality on an ongoing [removed: basis] [added: basis,] and provide summaries of these findings to management.

At December 31, [removed: 2022, 40.9%] [added: 2023, 39.6%] of our total portfolio annualized contractual rent [added: (as defined in "Property Portfolio Information" below)] comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies.

At December 31, [removed: 2022,] [added: 2023,] our top 20 clients (based on percentage of total portfolio annualized contractual rent) represented [removed: 40.9%] [added: 40.2%] of our annualized rent and [removed: 12] [added: 10] of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment grade companies.

- Rent increases [added: during and] at the expiration of existing leases, when market conditions permit;

- Maximum asset-level returns on properties that are [added: renewed,] re-leased or sold; and

As part of our ongoing credit [added: and predictive analytics] research, we continually monitor our portfolio for any changes that could affect the performance of our clients, our clients’ industries, and the real estate locations in which we have invested.

[removed: *Human Capital*][added: Human Capital]

[removed: We are one team, and together] [added: Employees operate as "One Team" and, together,] we are committed to providing an engaging work environment centered on our [removed: One Team] values [removed: of Do the right thing, Take ownership, Empower each other, Celebrate differences, and Give more than we take.][added: of:]

[removed: As such, we] [added: We seek to] hire talented employees with diverse backgrounds and perspectives and [removed: work] [added: look] to [removed: provide] [added: foster] an environment [removed: with] [added: that allows for] regular, open communication where capable team members have fulfilling careers and are encouraged to engage with and make a positive impact on [added: our Company, its operations, its] business [removed: partners] [added: partners,] and the communities in which we operate.

[removed: We believe our employees form] [added: At] the [removed: foundation] [added: heart] of our corporate culture [removed: and are one] [added: lie our dedicated employees, who form the foundation] of our [added: organization, representing our] most valuable assets.

[removed: Assistance] [added: We provide professional development opportunities for One Team members] and [added: provide assistance and] support [removed: are provided] to employees who are [removed: working towards obtaining] [added: pursuing] job-related [removed: licenses] [added: licenses, certifications,] and [removed: relevant certifications as well as] continuing education.

Benefits include medical, dental, and vision [removed: healthcare benefits] [added: coverage] for [removed: all] employees and their [removed: families; participation in a] [added: families,] 401(k) or equivalent [removed: plan] [added: plans] with [removed: a] [added: Company] matching [removed: contribution from us;] [added: opportunity;] paid time-off or [removed: equivalent;] [added: equivalent vacation;] disability and life insurance; and, in years that the Company's performance meets certain goals, the ability to earn equity in the Company [removed: that vests over four years.][added: subject to applicable vesting periods.]

*Diversity, Equality and [removed: Inclusion*][added: Inclusion (DE&I)*]

[removed: We perform a] [added: In addition, we conduct] pay equity [removed: analysis each year] [added: analyses] to [added: help] ensure [removed: that regardless of gender, race, or ethnicity,] [added: equitable pay for] employees who perform similar work under similar [removed: circumstances are paid similar wages.][added: circumstances, regardless of gender, race, or ethnicity.]

[removed: We support] [added: In fostering] a healthy [added: work environment, we promote] work-life [removed: balance,] [added: balance] by offering flexible [removed: work schedules, access to] [added: schedules and providing] discounted fitness programs, [removed: on-site dry-cleaning pickup, car wash services,] paid family leave, [removed: generous] parental leave, [added: onsite] lactation rooms, [added: an infant-at-work program, employee health fairs,] and an [removed: infant at work program for new parents.][added: employee assistance program, among other programs and services.]

At December 31, [removed: 2022, 12,111] [added: 2023, out of the 13,458] properties [added: that we owned or held interests in, 13,265 properties] were [added: vastly] leased under net lease agreements.

We define total portfolio annualized contractual rent as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables, [removed: but excluding percentage rent and reimbursements from clients,] as of the balance sheet date, multiplied by 12, excluding percentage [removed: rent.][added: rent, interest income on loans and preferred equity investments, and including our pro rata share of such revenues from properties owned by unconsolidated joint ventures.]

We believe total portfolio annualized contractual [removed: revenue] [added: rent] is a useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter.

Total portfolio annualized contractual rent has not been reduced to reflect reserves [removed: and reserve reversals] recorded as adjustments to [removed: U.S. GAAP] [added: generally accepted accounting principles in the United States, ("U.S. GAAP")] rental revenue in the periods [removed: presented and excludes unconsolidated entities.][added: presented.]

| | | | | | | Dec 31, [removed: 2022] [added: 2023] | | | | | | | | | Dec 31, [removed: 2021] [added: 2022] | | | | | | | | | Dec 31, [removed: 2020] [added: 2021] | | | | | | | | | Dec 31, [removed: 2019] [added: 2020] | | | | | | | | | Dec 31, [removed: 2018] [added: 2019] | | |

| Grocery [removed: stores] | | | | | | [removed: 10.0%] [added: 11.4%] | | | | | | | | | [removed: 10.2%] [added: 10.0%] | | | | | | | | | [removed: 9.8%] [added: 10.2%] | | | | | | | | | [removed: 7.9%] [added: 9.8%] | | | | | | | | | [removed: 5.0%] [added: 7.9%] | | |

| Convenience [removed: stores] [added: Stores] | | | | | | [removed: 8.6] [added: 10.2] | | | | | | | | | [removed: 9.1] [added: 8.6] | | | | | | | | | [removed: 11.9] [added: 9.1] | | | | | | | | | [removed: 12.3] [added: 11.9] | | | | | | | | | [removed: 12.6] [added: 12.3] | | |

| Dollar [removed: stores] [added: Stores] | | | | | | [removed: 7.4] [added: 7.1] | | | | | | | | | [removed: 7.5] [added: 7.4] | | | | | | | | | [removed: 7.6] [added: 7.5] | | | | | | | | | [removed: 7.9] [added: 7.6] | | | | | | | | | [removed: 7.3] [added: 7.9] | | |

| [removed: Restaurants - quick service] [added: Restaurants-Quick Service] | | | | | | [removed: 6.0] [added: 5.2] | | | | | | | | | [removed: 6.6] [added: 6.0] | | | | | | | | | [removed: 5.3] [added: 6.6] | | | | | | | | | [removed: 5.8] [added: 5.3] | | | | | | | | | [removed: 6.3] [added: 5.8] | | |

As of December 31, 2023, we owned or held interests in 13,458 properties located in the United States ("U.S.") and Europe.

On January 23, 2024, we closed on our previously announced merger with Spirit Realty Capital, Inc. ("Spirit", formerly NYSE: SRC), which is further described in note *21,* *Subsequent Events,* to the consolidated financial statements.

The Spirit portfolio consisted of 2,018 U.S. retail, industrial, and other properties across 49 states.

With assets that are highly complementary to our existing portfolio, this transaction enhances the diversification and depth our real estate portfolio and will allow us to strengthen our longstanding relationships with existing clients and curate new ones.

We analyze investments based on one or more of the following criteria:

- Expected financial returns under various scenarios (including default);

- The value of real estate (based on replacement cost, comparative rental rates and alternative uses), or other collateral backing the client’s contractual obligations; and

In addition, we believe that the risk of default on real estate leases

Capital Philosophy

Our goal is to deliver dependable monthly dividends to our stockholders that increase over time.

Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, property development, and capital expenditures, by issuing common stock, preferred stock, long-term unsecured notes and term loan borrowings.

Over the long term, we believe that common stock should be the majority of our capital structure.

We may issue common stock when we believe our share price is at a level that allows for the proceeds of an offering to be accretively invested into additional properties or to permanently finance properties that were initially financed by our revolving credit facility, commercial paper programs, or shorter-term debt securities.

However, we cannot assure you that we will have access to the capital markets at all times and at terms that are acceptable to us.

- Do the Right Thing,

- Take Ownership,

- Empower Each Other,

- Celebrate Differences, and

- Give More than We Take.

As of December 31, 2023, our workforce comprises 418 professionals.

The majority of our talented team members are recruited and hired from the communities in which we operate, embodying our commitment to local engagement.

To extend the scope of our talent acquisition efforts, we have implemented various initiatives, including college and high school internship programs.

Our comprehensive approach encompasses a wide range of strategies, such as engaging with affinity associations, utilizing targeted job advertisements, employing sourcing software that emphasizes diversity criteria, and fostering employee referrals.

These measures ensure that we continually attract and embrace a diverse pool of candidates.

Furthermore, we recognize that internal mobility within our organization unlocks yet another great source of talent.

By encouraging our current employees to expand their skills and take on new challenges, we tap into a rich reservoir of potential that enhances our workforce's capabilities and reinforces our corporate culture.

We offer leadership development programs and train on critical topics such as ethics, insider trading, anti-discrimination and harassment, cybersecurity, diversity, equality and inclusion, safety, and other Company policies.

Employee retention is essential for supporting a positive culture and productive workforce.

Accordingly, we believe we offer competitive compensation and benefits packages.

Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Sustainability Report, both of which can be found on our website.

Information on our website, including our Sustainability Report, is not incorporated by reference into this Annual Report.

We believe that the diversity of our One Team and our dedication to inclusion are foundational to our success.

We continue DE&I training and learning sessions to build employee awareness and action while also encouraging open discussion amongst colleagues.

Our DE&I initiatives are designed to enhance knowledge, deepen understanding, facilitate conversations on critical DE&I topics, encourage inclusive interactions, and cultivate a sense of belonging.

We prioritize the health, safety, and wellbeing of our team members.

Our wellbeing program is designed to empower employees through a range of activities and educational initiatives that contribute to both their personal and professional development.

Government Regulation

*General*

Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material.

We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property and the Americans with Disabilities Act of 1990, or ADA.

At December 31, 2022, our diversified portfolio consisted of:

- Owned or held interests in 12,237 properties;

- An occupancy rate of 99.0%, or 12,111 properties leased and 126 properties available for lease or sale;

- Clients doing business in 84 separate industries;

- Locations in all 50 United States ("U.S."), Puerto Rico, the United Kingdom ("U.K."), Spain, and Italy;

- Approximately 236.8 million square feet of leasable space;

- A weighted average remaining lease term (excluding rights to extend a lease at the option of our client) of approximately 9.5 years; and

- An average leasable space per property of approximately 19,350 square feet, approximately 13,000 square feet per retail property and approximately 234,100 square feet per industrial property.

Of the 12,237 properties in the portfolio at December 31, 2022, 12,018, or 98.2%, are single-client properties, of which 11,894 were leased, and the remaining are multi-client properties.

Our common stock is listed on the NYSE under the ticker symbol “O” with a CUSIP number of 756109-104.

Our central index key number is 726728.

Our notes are listed on the NYSE as follows:

| Notes | | | | | | Ticker Symbol | | | | | | CUISP | | |

| 1.125% Notes due July 2027 | | | | | | O27A | | | | | | 756109-BB9 | | |

| 1.875% Notes due January 2027 | | | | | | O27B | | | | | | 756109-BM5 | | |

| 1.625% Notes due December 2030 | | | | | | O30 | | | | | | 756109-AY0 | | |

| 1.750% Notes due July 2033 | | | | | | O33A | | | | | | 756109-BC7 | | |

| 2.500% Notes due January 2042 | | | | | | O42 | | | | | | 756109-BN3 | | |

In January 2023, we had 395 employees, inclusive of four part-time employees, as compared to 371 employees, inclusive of four part-time employees, in January 2022.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

RECENT DEVELOPMENTS

Increases in Monthly Dividends to Common Stockholders

We have continued our 54-year policy of paying monthly dividends.

In addition, we increased the dividend four times during 2022 and twice during 2023.

As of February 2023, we have paid 101 consecutive quarterly dividend increases and increased the dividend 119 times since our listing on the NYSE in 1994.

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Month | | | | | | Month | | | | | | Monthly Dividend | | | | | | Increase | | |

| 2022 Dividend increases | | | Declared | | | | | | Paid | | | | | | per share | | | | | | per share | | |

| 1st increase | | | Dec 2021 | | | | | | Jan 2022 | | | | | | $ | 0.2465 | | | | | $ | 0.0005 | |

| 2nd increase | | | Mar 2022 | | | | | | Apr 2022 | | | | | | $ | 0.2470 | | | | | $ | 0.0005 | |

| 3rd increase | | | Jun 2022 | | | | | | Jul 2022 | | | | | | $ | 0.2475 | | | | | $ | 0.0005 | |

| 4th increase | | | Sep 2022 | | | | | | Oct 2022 | | | | | | $ | 0.2480 | | | | | $ | 0.0005 | |

| 2023 Dividend increases | | | | | | | | | | | | | | | | | | | | | | | |

| 1st increase | | | Dec 2022 | | | | | | Jan 2023 | | | | | | $ | 0.2485 | | | | | $ | 0.0005 | |

| 2nd increase | | | Feb 2023 | | | | | | Mar 2023 | | | | | | $ | 0.2545 | | | | | $ | 0.0060 | |

The dividends paid per share during 2022 totaled $2.967, as compared to $2.833 during 2021, an increase of $0.134, or 4.7%.

The monthly dividend of $0.2545 per share represents a current annualized dividend of $3.0540 per share, and an annualized dividend yield of 4.8% based on the last reported sale price of our common stock on the NYSE of $63.43 on December 31, 2022.

Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period.

Acquisitions During 2022

Information regarding legal proceedings is included in note *20*, *Commitments and Contingencies,* to the consolidated financial statements.

We are subject to certain claims and lawsuits in the ordinary course of business, the outcome of which cannot be determined at this time.

In the opinion of management, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on our consolidated financial position or results of operations.

[removed: ][added: ]

For the fiscal year ended December 31, [removed: 2022,] [added: 2023,] or

| Large accelerated filer | | | ☒ | | | | | | Accelerated filer | | | ☐ | | | | | | Non-accelerated filer | | | ☐ | | | | | | Smaller reporting company | | | ☐ | | | [added: Emerging growth company | | | ☐ | | | | | |]

At June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the Registrant’s shares of common stock, $0.01 par value, held by non-affiliates of the Registrant was [removed: $42.1] [added: $42.3] billion based upon the last reported sale price of [removed: $68.26] [added: $59.79] per share on the New York Stock Exchange on June 30, [removed: 2022,] [added: 2023,] the last business day of the Registrant’s most recently completed second fiscal quarter.

There were [removed: 660,520,906] [added: 861,123,757] shares of common stock outstanding as of February 15, [removed: 2023.][added: 2024.]

Part III, Items 10, 11, 12, 13, and 14 incorporate by reference certain specific portions of the definitive Proxy Statement for Realty Income Corporation’s Annual Meeting expected to be held on May [removed: 23, 2023,] [added: 17, 2024,] to be filed pursuant to Regulation 14A.

| | | | [Item [removed: 1A:](#idaac82b64c054a8ea415b94e485aed1f_1224)] [added: 1A:](#ica2b9483bee1433ba104a7c7fedabfec_205)] | | | [Risk [removed: Factors](#idaac82b64c054a8ea415b94e485aed1f_1224)] [added: Factors](#ica2b9483bee1433ba104a7c7fedabfec_205)] | | | [removed: [21](#idaac82b64c054a8ea415b94e485aed1f_1224)] [added: [8](#ica2b9483bee1433ba104a7c7fedabfec_205)] | | |

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| | | | [Item [removed: 3:](#idaac82b64c054a8ea415b94e485aed1f_1236)] [added: 3:](#ica2b9483bee1433ba104a7c7fedabfec_214)] | | | [Legal [removed: Proceedings](#idaac82b64c054a8ea415b94e485aed1f_1236)] [added: Proceedings](#ica2b9483bee1433ba104a7c7fedabfec_214)] | | | [removed: [36](#idaac82b64c054a8ea415b94e485aed1f_1236)] [added: [23](#ica2b9483bee1433ba104a7c7fedabfec_214)] | | |

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| | | | [Item [removed: 7A:](#idaac82b64c054a8ea415b94e485aed1f_124)] [added: 7A:](#ica2b9483bee1433ba104a7c7fedabfec_169)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#idaac82b64c054a8ea415b94e485aed1f_124)] [added: Risk](#ica2b9483bee1433ba104a7c7fedabfec_169)] | | | [removed: [58](#idaac82b64c054a8ea415b94e485aed1f_124)] [added: [44](#ica2b9483bee1433ba104a7c7fedabfec_169)] | | |

| | | | [Item [removed: 8:](#idaac82b64c054a8ea415b94e485aed1f_10)] [added: 8:](#ica2b9483bee1433ba104a7c7fedabfec_229)] | | | [Financial Statements and Supplementary [removed: Data](#idaac82b64c054a8ea415b94e485aed1f_10)] [added: Data](#ica2b9483bee1433ba104a7c7fedabfec_229)] | | | [removed: [60](#idaac82b64c054a8ea415b94e485aed1f_10)] [added: [46](#ica2b9483bee1433ba104a7c7fedabfec_229)] | | |

| | | | [Item [removed: 9:](#idaac82b64c054a8ea415b94e485aed1f_1331)] [added: 9:](#ica2b9483bee1433ba104a7c7fedabfec_244)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idaac82b64c054a8ea415b94e485aed1f_1331)] [added: Disclosure](#ica2b9483bee1433ba104a7c7fedabfec_244)] | | | [removed: [105](#idaac82b64c054a8ea415b94e485aed1f_1331)] [added: [86](#ica2b9483bee1433ba104a7c7fedabfec_244)] | | |

| | | | [Item [removed: 9A:](#idaac82b64c054a8ea415b94e485aed1f_127)] [added: 9A:](#ica2b9483bee1433ba104a7c7fedabfec_172)] | | | [Controls and [removed: Procedures](#idaac82b64c054a8ea415b94e485aed1f_127)] [added: Procedures](#ica2b9483bee1433ba104a7c7fedabfec_172)] | | | [removed: [106](#idaac82b64c054a8ea415b94e485aed1f_127)] [added: [86](#ica2b9483bee1433ba104a7c7fedabfec_172)] | | |

| | | | [Item [removed: 9C:](#idaac82b64c054a8ea415b94e485aed1f_1628)] [added: 9C:](#ica2b9483bee1433ba104a7c7fedabfec_250)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idaac82b64c054a8ea415b94e485aed1f_1628)] [added: Inspections](#ica2b9483bee1433ba104a7c7fedabfec_250)] | | | [removed: [107](#idaac82b64c054a8ea415b94e485aed1f_1628)] [added: [87](#ica2b9483bee1433ba104a7c7fedabfec_250)] | | |

| | | | [Item [removed: 10:](#idaac82b64c054a8ea415b94e485aed1f_1349)] [added: 10:](#ica2b9483bee1433ba104a7c7fedabfec_256)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#idaac82b64c054a8ea415b94e485aed1f_1349)] [added: Governance](#ica2b9483bee1433ba104a7c7fedabfec_256)] | | | [removed: [107](#idaac82b64c054a8ea415b94e485aed1f_1349)] [added: [87](#ica2b9483bee1433ba104a7c7fedabfec_256)] | | |

| | | | [Item [removed: 12:](#idaac82b64c054a8ea415b94e485aed1f_1361)] [added: 12:](#ica2b9483bee1433ba104a7c7fedabfec_262)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idaac82b64c054a8ea415b94e485aed1f_1361)] [added: Matters](#ica2b9483bee1433ba104a7c7fedabfec_262)] | | | [removed: [107](#idaac82b64c054a8ea415b94e485aed1f_1361)] [added: [87](#ica2b9483bee1433ba104a7c7fedabfec_262)] | | |

| | | | [Item [removed: 13:](#idaac82b64c054a8ea415b94e485aed1f_1371)] [added: 13:](#ica2b9483bee1433ba104a7c7fedabfec_265)] | | | [Certain Relationships, Related Transactions and Director [removed: Independence](#idaac82b64c054a8ea415b94e485aed1f_1371)] [added: Independence](#ica2b9483bee1433ba104a7c7fedabfec_265)] | | | [removed: [107](#idaac82b64c054a8ea415b94e485aed1f_1371)] [added: [87](#ica2b9483bee1433ba104a7c7fedabfec_265)] | | |

| | | | [Item [removed: 14:](#idaac82b64c054a8ea415b94e485aed1f_1377)] [added: 14:](#ica2b9483bee1433ba104a7c7fedabfec_268)] | | | [Principal Accounting Fees and [removed: Services](#idaac82b64c054a8ea415b94e485aed1f_1377)] [added: Services](#ica2b9483bee1433ba104a7c7fedabfec_268)] | | | [removed: [108](#idaac82b64c054a8ea415b94e485aed1f_1377)] [added: [87](#ica2b9483bee1433ba104a7c7fedabfec_268)] | | |

| | | | [Item [removed: 15:](#idaac82b64c054a8ea415b94e485aed1f_139)] [added: 15:](#ica2b9483bee1433ba104a7c7fedabfec_187)] | | | [Exhibits and Financial Statement [removed: Schedules](#idaac82b64c054a8ea415b94e485aed1f_139)] [added: Schedules](#ica2b9483bee1433ba104a7c7fedabfec_187)] | | | [removed: [108](#idaac82b64c054a8ea415b94e485aed1f_139)] [added: [88](#ica2b9483bee1433ba104a7c7fedabfec_187)] | | |

| 6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value | | | O PR | | | New York Stock Exchange | | |

| 4.875% Notes due 2030 | | | O30A | | | New York Stock Exchange | | |

| 5.750% Notes due 2031 | | | O31A | | | New York Stock Exchange | | |

| 5.125% Notes due 2034 | | | O34 | | | New York Stock Exchange | | |

| 6.000% Notes due 2039 | | | O39 | | | New York Stock Exchange | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

December 31, 2023

| [PART I](#ica2b9483bee1433ba104a7c7fedabfec_193) | | | | | | | | | Page | | |

| | | | [Item 1:](#ica2b9483bee1433ba104a7c7fedabfec_196) | | | [Business](#ica2b9483bee1433ba104a7c7fedabfec_196) | | | [2](#ica2b9483bee1433ba104a7c7fedabfec_196) | | |

| | | | [Item 1C](#ica2b9483bee1433ba104a7c7fedabfec_1817)[:](#ica2b9483bee1433ba104a7c7fedabfec_1817) | | | [Cybersecurity](#ica2b9483bee1433ba104a7c7fedabfec_1817) | | | [22](#ica2b9483bee1433ba104a7c7fedabfec_1817) | | |

| | | | [Item 2:](#ica2b9483bee1433ba104a7c7fedabfec_211) | | | [Properties](#ica2b9483bee1433ba104a7c7fedabfec_211) | | | [23](#ica2b9483bee1433ba104a7c7fedabfec_211) | | |

| [PART II](#ica2b9483bee1433ba104a7c7fedabfec_220) | | | | | | | | | | | |

| | | | [Item 6:](#ica2b9483bee1433ba104a7c7fedabfec_226) | | | [Reserved](#ica2b9483bee1433ba104a7c7fedabfec_226) | | | [24](#ica2b9483bee1433ba104a7c7fedabfec_226) | | |

| | | | [Item 9B:](#ica2b9483bee1433ba104a7c7fedabfec_247) | | | [Other Information](#ica2b9483bee1433ba104a7c7fedabfec_247) | | | [87](#ica2b9483bee1433ba104a7c7fedabfec_247) | | |

| [PART III](#ica2b9483bee1433ba104a7c7fedabfec_253) | | | | | | | | | | | |

| | | | [Item 11:](#ica2b9483bee1433ba104a7c7fedabfec_259) | | | [Executive Compensation](#ica2b9483bee1433ba104a7c7fedabfec_259) | | | [87](#ica2b9483bee1433ba104a7c7fedabfec_259) | | |

| [PART IV](#ica2b9483bee1433ba104a7c7fedabfec_271) | | | | | | | | | | | |

| | | | [Item 16:](#ica2b9483bee1433ba104a7c7fedabfec_274) | | | [Form 10-K Summary](#ica2b9483bee1433ba104a7c7fedabfec_274) | | | [94](#ica2b9483bee1433ba104a7c7fedabfec_274) | | |

| [SIGNATURES](#ica2b9483bee1433ba104a7c7fedabfec_277) | | | | | | | | | [95](#ica2b9483bee1433ba104a7c7fedabfec_277) | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

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| Emerging growth company | | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

December 31, 2022

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| [PART I](#idaac82b64c054a8ea415b94e485aed1f_1168) | | | | | | | | | Page | | |

| | | | [Item 1:](#idaac82b64c054a8ea415b94e485aed1f_1174) | | | [Business](#idaac82b64c054a8ea415b94e485aed1f_1174) | | | [3](#idaac82b64c054a8ea415b94e485aed1f_1174) | | |

| | | | | | | [The Company](#idaac82b64c054a8ea415b94e485aed1f_1174) | | | [3](#idaac82b64c054a8ea415b94e485aed1f_1174) | | |

| | | | | | | [Recent Developments](#idaac82b64c054a8ea415b94e485aed1f_1181) | | | [4](#idaac82b64c054a8ea415b94e485aed1f_1181) | | |

| | | | | | | [Dividend Policy](#idaac82b64c054a8ea415b94e485aed1f_1188) | | | [8](#idaac82b64c054a8ea415b94e485aed1f_1188) | | |

| | | | | | | [Business Philosophy and Strategy](#idaac82b64c054a8ea415b94e485aed1f_1194) | | | [9](#idaac82b64c054a8ea415b94e485aed1f_1194) | | |

| | | | | | | [Property Portfolio Information](#idaac82b64c054a8ea415b94e485aed1f_112) | | | [16](#idaac82b64c054a8ea415b94e485aed1f_112) | | |

| | | | | | | [Forward-Looking Statements](#idaac82b64c054a8ea415b94e485aed1f_91) | | | [21](#idaac82b64c054a8ea415b94e485aed1f_91) | | |

| | | | [Item 2:](#idaac82b64c054a8ea415b94e485aed1f_1230) | | | [Properties](#idaac82b64c054a8ea415b94e485aed1f_1230) | | | [36](#idaac82b64c054a8ea415b94e485aed1f_1230) | | |

| [PART II](#idaac82b64c054a8ea415b94e485aed1f_1248) | | | | | | | | | | | |

| | | | [Item 6:](#idaac82b64c054a8ea415b94e485aed1f_1261) | | | [Reserved](#idaac82b64c054a8ea415b94e485aed1f_1261) | | | [37](#idaac82b64c054a8ea415b94e485aed1f_1261) | | |

| | | | | | | [General](#idaac82b64c054a8ea415b94e485aed1f_1498) | | | [37](#idaac82b64c054a8ea415b94e485aed1f_1498) | | |

| | | | | | | [Liquidity and Capital Resources](#idaac82b64c054a8ea415b94e485aed1f_100) | | | [37](#idaac82b64c054a8ea415b94e485aed1f_100) | | |

| | | | | | | [Results of Operations](#idaac82b64c054a8ea415b94e485aed1f_103) | | | [43](#idaac82b64c054a8ea415b94e485aed1f_103) | | |

| | | | | | | [Funds from Operations Available to Common Stockholders (](#idaac82b64c054a8ea415b94e485aed1f_106)["](#idaac82b64c054a8ea415b94e485aed1f_106)[FFO](#idaac82b64c054a8ea415b94e485aed1f_106)["](#idaac82b64c054a8ea415b94e485aed1f_106)[) and Normalized Funds from Operations Available to Common Stockholders (](#idaac82b64c054a8ea415b94e485aed1f_106)["](#idaac82b64c054a8ea415b94e485aed1f_106)[Normalized FFO](#idaac82b64c054a8ea415b94e485aed1f_106)["](#idaac82b64c054a8ea415b94e485aed1f_106)[)](#idaac82b64c054a8ea415b94e485aed1f_106) | | | [54](#idaac82b64c054a8ea415b94e485aed1f_106) | | |

| | | | | | | [Adjusted Funds from Operations Available to Common Stockholders (](#idaac82b64c054a8ea415b94e485aed1f_109)["](#idaac82b64c054a8ea415b94e485aed1f_109)[AFFO](#idaac82b64c054a8ea415b94e485aed1f_109)["](#idaac82b64c054a8ea415b94e485aed1f_109)[)](#idaac82b64c054a8ea415b94e485aed1f_109) | | | [56](#idaac82b64c054a8ea415b94e485aed1f_109) | | |

| | | | | | | [Impact of Inflation](#idaac82b64c054a8ea415b94e485aed1f_115) | | | [58](#idaac82b64c054a8ea415b94e485aed1f_115) | | |

| | | | | | | [Impact of Newly Adopted Accounting Standards](#idaac82b64c054a8ea415b94e485aed1f_118) | | | [58](#idaac82b64c054a8ea415b94e485aed1f_118) | | |

| | | | [Item 9B:](#idaac82b64c054a8ea415b94e485aed1f_1325) | | | [Other Information](#idaac82b64c054a8ea415b94e485aed1f_1325) | | | [107](#idaac82b64c054a8ea415b94e485aed1f_1325) | | |

| [PART III](#idaac82b64c054a8ea415b94e485aed1f_1342) | | | | | | | | | | | |

| | | | [Item 11:](#idaac82b64c054a8ea415b94e485aed1f_1355) | | | [Executive Compensation](#idaac82b64c054a8ea415b94e485aed1f_1355) | | | [107](#idaac82b64c054a8ea415b94e485aed1f_1355) | | |

| [PART IV](#idaac82b64c054a8ea415b94e485aed1f_1385) | | | | | | | | | | | |

| | | | [Item 16:](#idaac82b64c054a8ea415b94e485aed1f_1397) | | | [Form 10-K Summary](#idaac82b64c054a8ea415b94e485aed1f_1397) | | | [113](#idaac82b64c054a8ea415b94e485aed1f_1397) | | |

| [SIGNATURES](#idaac82b64c054a8ea415b94e485aed1f_1416) | | | | | | | | | [114](#idaac82b64c054a8ea415b94e485aed1f_1416) | | |

We maintain a cyber risk management program to identify, assess, manage, mitigate, and respond to cybersecurity threats.

We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.

The program is integrated within our enterprise risk management system and addresses our IT networks and related systems that are essential to the operation of our business.

We maintain controls and procedures, including third-party oversight procedures, and cybersecurity training for all employees on an annual basis, which are designed to ensure prompt escalation of cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management in a timely manner.

We work with third parties that assist us to identify, assess, and manage cybersecurity risks, including professional services firms, consulting firms, threat intelligence service providers, and penetration testing firms.

Our cybersecurity program and designated incident response team are comprised of key employees, and third-party information security experts from leading cybersecurity incident response firms, who are responsible for efficiently and effectively responding to cybersecurity incidents.

We have established comprehensive incident response and recovery plans and continue to evaluate the effectiveness of those plans.

Our Cybersecurity Risk Committee, chaired by our Head of IT, and comprised of functional leaders, provides oversight, direction and guidance related to the cybersecurity risk management decisions.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition.

We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

See “Risk Factors – We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.”

Cybersecurity Governance

The Board of Directors considers cybersecurity risk as part of its risk oversight function, and the Audit Committee of our Board oversees Realty Income's cybersecurity and other information technology risk exposures and the steps taken by management to monitor and control such exposures.

Our cybersecurity risk profile and cybersecurity program status are reported to the Audit Committee on a quarterly basis.

In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.

The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity, and the full Board also receives briefings from management on our cybersecurity risk management program, as appropriate.

Our management team, including the Cybersecurity Risk Committee chaired by our Head of IT and comprised of functional leaders across the Company, is responsible for assessing and managing our material risks from cybersecurity threats.

The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

Our management team has extensive experience implementing and operating cybersecurity technologies, policies, and procedures throughout various industries and includes a Certified Information Systems Security Professional with ISC2.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

There were approximately [removed: 12,300] [added: 13,800] registered holders of record of our common stock as of [removed: December] [added: January] 31, [removed: 2022.][added: 2024.]

During the three months ended December 31, [removed: 2022,] [added: 2023,] the following shares of stock were withheld for state and federal payroll taxes on the vesting of employee stock awards, as permitted under the [added: Realty Income] 2021 Incentive Award [removed: Plans of Realty Income Corporation:][added: Plan, (the "2021 Plan"):]

| Period | | | | | | Total Number of Shares Purchased [removed: (1)] | | | | | | Average Price Paid per Share | | |

Market Information

Our common stock is traded on the NYSE under the ticker symbol “O.”

Holders

This figure does not reflect the beneficial ownership of shares of our common stock.

Repurchases of Equity Securities

| October 1, 2023 — October 31, 2023 | | | | | | 2,242 | | | | | | $ | 49.06 | |

| November 1, 2023 — November 30, 2023 | | | | | | 1,283 | | | | | | $ | 51.92 | |

| December 1, 2023 — December 31, 2023 | | | | | | 11,735 | | | | | | $ | 57.22 | |

| Total | | | | | | 15,260 | | | | | | $ | 55.58 | |

A.

Our common stock is traded on the NYSE under the ticker symbol “O.” The following table shows the high and low sales prices per share for our common stock as reported by the NYSE, and distributions declared per share of common stock for the periods indicated.

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| | | | | | | Price Per Share of Common Stock | | | | | | | | | | | | | | |

| | | | | | | High | | | | | | Low | | | | | | Distributions Declared (1) | | |

| 2022 | | | | | | | | | | | | | | | | | | | | |

| First Quarter | | | | | | $ | 72.55 | | | | | $ | 63.90 | | | | | $ | 0.7400 | |

| Second Quarter | | | | | | 75.40 | | | | | | 62.29 | | | | | | 0.7415 | | |

| Third Quarter | | | | | | 75.11 | | | | | | 57.61 | | | | | | 0.7430 | | |

| Fourth Quarter | | | | | | 66.44 | | | | | | 55.50 | | | | | | 0.7445 | | |

| Total | | | | | | | | | | | | | | | | | | $ | 2.9690 | |

| 2021 | | | | | | | | | | | | | | | | | | | | |

| First Quarter | | | | | | $ | 64.60 | | | | | $ | 57.00 | | | | | $ | 0.7040 | |

| Second Quarter | | | | | | 71.84 | | | | | | 63.64 | | | | | | 0.7055 | | |

| Third Quarter | | | | | | 72.75 | | | | | | 64.86 | | | | | | 0.7070 | | |

| Fourth Quarter | | | | | | 74.60 | | | | | | 64.98 | | | | | | 0.7285 | | |

| Total | | | | | | | | | | | | | | | | | | $ | 2.8450 | |

(1) Common stock cash distributions are declared monthly by us based on financial results for the prior months.

At December 31, 2022, a distribution of $0.2485 per common share had been declared and was paid in January 2023.

B.

We estimate that our total number of stockholders is approximately 1.5 million when we include both registered and beneficial holders of our common stock.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

C.

| October 1, 2022 — October 31, 2022 | | | | | | 9,514 | | | | | | $ | 55.58 | |

| November 1, 2022 — November 31, 2022 | | | | | | 1,464 | | | | | | $ | 64.52 | |

| December 1, 2022 — December 31, 2022 | | | | | | 1,547 | | | | | | $ | 63.39 | |

| Total | | | | | | 12,525 | | | | | | $ | 57.59 | |

(1)All 12,525 shares of common stock purchased during the three months ended December 31, 2022 were withheld for state and federal payroll taxes on the vesting of employee stock awards, as permitted under the 2021 Incentive Award Plan of Realty Income Corporation.

The withholding of common stock by us could be deemed a purchase of such common stock.

| A. | | | [Reports of Independent Registered Public Accounting [removed: Firm](#idaac82b64c054a8ea415b94e485aed1f_1282)] [added: Firm](#ica2b9483bee1433ba104a7c7fedabfec_235)] | | |

| B. | | | [Consolidated Balance Sheets, December 31, [removed: 202](#idaac82b64c054a8ea415b94e485aed1f_16)[2](#idaac82b64c054a8ea415b94e485aed1f_16)] [added: 202](#ica2b9483bee1433ba104a7c7fedabfec_19)[3](#ica2b9483bee1433ba104a7c7fedabfec_19)] [and [removed: 202](#idaac82b64c054a8ea415b94e485aed1f_16)[1](#idaac82b64c054a8ea415b94e485aed1f_16)] [added: 202](#ica2b9483bee1433ba104a7c7fedabfec_19)[2](#ica2b9483bee1433ba104a7c7fedabfec_19)] | | |

| C. | | | [Consolidated Statements of Income and Comprehensive Income, Years ended December 31, [removed: 2022, 2021,] [added: 202](#ica2b9483bee1433ba104a7c7fedabfec_22)[3](#ica2b9483bee1433ba104a7c7fedabfec_22)[, 202](#ica2b9483bee1433ba104a7c7fedabfec_22)[2](#ica2b9483bee1433ba104a7c7fedabfec_22)[,] and [removed: 2020](#idaac82b64c054a8ea415b94e485aed1f_19)] [added: 202](#ica2b9483bee1433ba104a7c7fedabfec_22)[1](#ica2b9483bee1433ba104a7c7fedabfec_22)] | | |

| D. | | | [Consolidated Statements of Equity, Years ended December 31, [removed: 202](#idaac82b64c054a8ea415b94e485aed1f_549755815193)[2](#idaac82b64c054a8ea415b94e485aed1f_549755815193)[, 202](#idaac82b64c054a8ea415b94e485aed1f_549755815193)[1](#idaac82b64c054a8ea415b94e485aed1f_549755815193)[, and](#idaac82b64c054a8ea415b94e485aed1f_549755815193) [2020](#idaac82b64c054a8ea415b94e485aed1f_549755815193)] [added: 202](#ica2b9483bee1433ba104a7c7fedabfec_28)[3](#ica2b9483bee1433ba104a7c7fedabfec_28)[, 202](#ica2b9483bee1433ba104a7c7fedabfec_28)[2](#ica2b9483bee1433ba104a7c7fedabfec_28)[, and 20](#ica2b9483bee1433ba104a7c7fedabfec_28)[21](#ica2b9483bee1433ba104a7c7fedabfec_28)] | | |

| E. | | | [Consolidated Statements of Cash Flows, Years ended December 31, [removed: 202](#idaac82b64c054a8ea415b94e485aed1f_25)[2](#idaac82b64c054a8ea415b94e485aed1f_25)[, 202](#idaac82b64c054a8ea415b94e485aed1f_25)[1](#idaac82b64c054a8ea415b94e485aed1f_25)[, and](#idaac82b64c054a8ea415b94e485aed1f_25) [2020](#idaac82b64c054a8ea415b94e485aed1f_25)] [added: 202](#ica2b9483bee1433ba104a7c7fedabfec_31)[3](#ica2b9483bee1433ba104a7c7fedabfec_31)[, 202](#ica2b9483bee1433ba104a7c7fedabfec_31)[2](#ica2b9483bee1433ba104a7c7fedabfec_31)[, and 20](#ica2b9483bee1433ba104a7c7fedabfec_31)[21](#ica2b9483bee1433ba104a7c7fedabfec_31)] | | |

| F. | | | [Notes to Consolidated Financial [removed: Statements](#idaac82b64c054a8ea415b94e485aed1f_28)] [added: Statements](#ica2b9483bee1433ba104a7c7fedabfec_34)] | | |

| G. | | | [Schedule III Real Estate and Accumulated [removed: Depreciation](#idaac82b64c054a8ea415b94e485aed1f_1406)] [added: Depreciation](#ica2b9483bee1433ba104a7c7fedabfec_280)] | | |

We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 22, 2023] [added: 21, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

As discussed in Note [removed: 5] [added: 4] to the consolidated financial statements, during [removed: 2022,] [added: 2023] the Company acquired [removed: $9.0] [added: $8.2] billion of real estate properties.

As discussed in Note [removed: 2,] [added: 1,] the purchase price of a real estate acquisition is typically allocated among the individual components of both tangible and intangible assets and liabilities acquired based on their estimated relative fair values.

[removed: There was a high degree of subjective] [added: Subjective] and complex auditor judgment [added: was] required in evaluating the fair value measurements given the sensitivity of the fair value measurements to changes in these assumptions.

[removed: (signed)] [added: /s/] KPMG LLP

[removed: February 22, 2023][added: | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |]

We have audited Realty Income Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 22, 2023] [added: 21, 2024] expressed an unqualified opinion on those consolidated financial statements.

[removed: (dollars in] [added: (in] thousands, except per share [removed: and share count data)][added: amounts)]

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Land | | | $ | [removed: 12,948,835] [added: 14,929,310] | | | | | $ | [removed: 10,753,750] [added: 12,948,835] | |

| Buildings and improvements | | | [removed: 29,707,751] [added: 34,657,094] | | | | | | [removed: 25,155,178] [added: 29,707,751] | | |

| Total real estate held for investment, at cost | | | [removed: 42,656,586] [added: 49,586,404] | | | | | | [removed: 35,908,928] [added: 42,656,586] | | |

| Less accumulated depreciation and amortization | | | [removed: (4,904,165)] [added: (6,072,118)] | | | | | | [removed: (3,949,798)] [added: (4,904,165)] | | |

| Real estate held for investment, net | | | [removed: 37,752,421] [added: 43,514,286] | | | | | | [removed: 31,959,130] [added: 37,752,421] | | |

| Real estate and lease intangibles held for sale, net | | | [removed: 29,535] [added: 31,466] | | | | | | [removed: 30,470] [added: 29,535] | | |

| Cash and cash equivalents | | | [removed: 171,102] [added: 232,923] | | | | | | [removed: 258,579] [added: 171,102] | | |

| Lease intangible assets, net | | | [removed: 5,168,366] [added: 5,017,907] | | | | | | [removed: 5,275,304] [added: 5,168,366] | | |

| Goodwill | | | 3,731,478 | | | | | | [removed: 3,676,705] [added: 3,731,478] | | |

| Investment in unconsolidated entities | | | [removed: —] [added: 1,172,118] | | | | | | [removed: 140,967] [added: —] | | |

| Total assets | | | $ | [removed: 49,673,092] [added: 57,779,357] | | | | | $ | [removed: 43,137,502] [added: 49,673,092] | |

| Distributions payable | | | $ | [removed: 165,710] [added: 195,222] | | | | | $ | [removed: 146,919] [added: 165,710] | |

| Accounts payable and accrued expenses | | | [removed: 399,137] [added: 738,526] | | | | | | [removed: 351,128] [added: 399,137] | | |

| Lease intangible liabilities, net | | | [removed: 1,379,436] [added: 1,406,853] | | | | | | [removed: 1,308,221] [added: 1,379,436] | | |

| Other liabilities | | | [removed: 774,787] [added: 811,650] | | | | | | [removed: 759,197] [added: 774,787] | | |

| Line of credit payable and commercial paper | | | [removed: 2,729,040] [added: 764,390] | | | | | | [removed: 1,551,376] [added: 2,729,040] | | |

| Term loan, net | | | [removed: 249,755] [added: 1,331,841] | | | | | | [removed: 249,557] [added: 249,755] | | |

| Mortgages payable, net | | | [removed: 853,925] [added: 821,587] | | | | | | [removed: 1,141,995] [added: 853,925] | | |

| Notes payable, net | | | [removed: 14,278,013] [added: 18,602,319] | | | | | | [removed: 12,499,709] [added: 14,278,013] | | |

| Total liabilities | | | [removed: 20,829,803] [added: 24,672,388] | | | | | | [removed: 18,008,102] [added: 20,829,803] | | |

February 21, 2024

/s/ KPMG LLP

February 21, 2024

| Accounts receivable, net | | | 710,536 | | | | | | 543,237 | | |

| Other assets, net | | | 3,368,643 | | | | | | 2,276,953 | | |

(in thousands, except per share amounts)

| Net income, basic and diluted | | | | | | | | | | | | | | | | | | $ | 1.26 | | | | | $ | 1.42 | | | | | $ | 0.87 | |

| Basic | | | | | | | | | | | | | | | | | | 692,298 | | | | | | 611,766 | | | | | | 414,535 | | |

| Diluted | | | | | | | | | | | | | | | | | | 693,024 | | | | | | 612,181 | | | | | | 414,770 | | |

| Net income available to common stockholders | | | | | | | | | | | | | | | | | | $ | 872,309 | | | | | $ | 869,408 | | | | | $ | 359,456 | |

| Net income | | | | | | — | | | | | | — | | | | | | 872,309 | | | | | | — | | | | | | 872,309 | | | | | | 4,605 | | | | | | 876,914 | | |

| Other comprehensive income | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,061 | | | | | | 27,061 | | | | | | — | | | | | | 27,061 | | |

| Distributions paid and payable | | | | | | — | | | | | | — | | | | | | (2,141,252) | | | | | | — | | | | | | (2,141,252) | | | | | | (9,340) | | | | | | (2,150,592) | | |

| Share issuance, net of costs | | | | | | 91,902 | | | | | | 5,450,982 | | | | | | — | | | | | | — | | | | | | 5,450,982 | | | | | | — | | | | | | 5,450,982 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2023 | | | | | | 752,460 | | | | | | $ | 39,629,709 | | | | | $ | (6,762,136) | | | | | $ | 73,894 | | | | | $ | 32,941,467 | | | | | $ | 165,502 | | | | | $ | 33,106,969 | |

(in thousands)

| Investment in loans | | | (201,621) | | | | | | — | | | | | | — | | |

| Proceeds from term loan | | | 1,029,383 | | | | | | — | | | | | | — | | |

December 31, 2023

1.

As of December 31, 2023, we owned or held interests in a diversified portfolio of 13,458 properties located in all 50 states of the United States ("U.S."), Puerto Rico, the United Kingdom ("U.K."), France, Germany, Ireland, Italy, Portugal, and Spain, with approximately 272.1 million square feet of leasable space.

In the statement of cash flows, cash flows denominated in foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period, depending on the nature of the cash flow items.

Value-added tax receivable is included in 'Other assets, net', on our consolidated balance sheets.

Previously, this was categorized as 'Accounts receivable, net' on our consolidated balance sheets.

Loans Receivable.

The loans we acquired during 2023 are classified as held for investment and are carried at their amortized cost basis.

We recognize interest income on loans receivable using the effective-interest method.

Direct costs associated with originating loans, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the loan using the effective interest method.

When management identifies the full recovery of the contractually specified payments of principal and interest of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status.

We made the accounting policy election to record accrued interest on our loan portfolio separate from our loan receivable and other lending investments.

These loans and the related interest receivable are presented in 'Other assets, net' on our consolidated balance sheets.

Allowance for Credit Losses.

The allowance for credit losses, which is recorded as a reduction to loans receivable and financing receivable within 'Other assets, net' on our consolidated balance sheets, is measured using a probability of default method based on our client's respective credit ratings and the expected value of the underlying collateral upon its repossession.

Included in our model are factors that incorporate forward-looking information.

Allowance for credit losses is presented in 'Provisions for impairment' in our consolidated statements of income and comprehensive income.

During the year ended December 31, 2023, we recognized a provision for credit losses of $4.9 million, which includes $2.5 million of allowances on loans receivable and $2.4 million of allowances on financing receivables.

We evaluate whether or not substantially all of the value of acquired assets is concentrated in a single identifiable asset or group of identifiable assets to determine whether a transaction is accounted for as an asset acquisition or a business combination.

On the other hand, we expense the transaction costs and categorize them as merger and integration-related costs on our consolidated statements of income and comprehensive income for transactions that qualify as a business combination.

For business combinations, we recognize the amount of any purchase consideration that exceeds the fair value of all identified assets acquired and liabilities assumed as goodwill and may record measurement period adjustments within one year of the acquisition date as permitted under ASC 805, *Business Combinations*.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Accounts receivable, net | | | 567,963 | | | | | | 426,768 | | |

| Other assets, net | | | 2,252,227 | | | | | | 1,369,579 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Basic | | | | | | | | | | | | | | | $ | 1.42 | | | | | $ | 0.87 | | | | | $ | 1.15 | |

| Diluted | | | | | | | | | | | | | | | $ | 1.42 | | | | | $ | 0.87 | | | | | $ | 1.14 | |

| Basic | | | | | | | | | | | | | | | 611,765,815 | | | | | | 414,535,283 | | | | | | 345,280,126 | | |

| Diluted | | | | | | | | | | | | | | | 612,180,519 | | | | | | 414,769,846 | | | | | | 345,415,258 | | |

| Balance, December 31, 2019 | | | | | | 333,619,106 | | | | | | $ | 12,873,849 | | | | | $ | (3,082,291) | | | | | $ | (17,102) | | | | | $ | 9,774,456 | | | | | $ | 29,702 | | | | | $ | 9,804,158 | |

| Net income | | | | | | — | | | | | | — | | | | | | 395,486 | | | | | | — | | | | | | 395,486 | | | | | | 1,020 | | | | | | 396,506 | | |

| Other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | (37,532) | | | | | | (37,532) | | | | | | — | | | | | | (37,532) | | |

| Distributions paid and payable | | | | | | — | | | | | | — | | | | | | (973,128) | | | | | | — | | | | | | (973,128) | | | | | | (1,596) | | | | | | (974,724) | | |

| Share issuances, net of costs | | | | | | 27,564,163 | | | | | | 1,817,978 | | | | | | — | | | | | | — | | | | | | 1,817,978 | | | | | | — | | | | | | 1,817,978 | | |

| Reallocation of equity | | | | | | — | | | | | | 47 | | | | | | — | | | | | | — | | | | | | 47 | | | | | | (47) | | | | | | — | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Principal payment on term loan | | | — | | | | | | — | | | | | | (250,000) | | |

1.Organization and Operation

Over the past 54 years, we have been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients.

At December 31, 2022, we owned or held interests in 12,237 properties, with approximately 236.8 million leasable square feet.

Our financial results for the years ended December 31, 2022 and 2021 reflect our merger with VEREIT, Inc. ("VEREIT"), following the consummation of the merger on November 1, 2021.

Our financial results for the year ended December 31, 2020 do not reflect the merger.

For more details, please see *note 3, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture.*

Use of Estimates.

The COVID-19 pandemic and the measures taken to limit its spread have negatively impacted the economy across many industries, including the industries in which some of our clients operate.

As of December 31, 2022, the majority of concessions granted to our clients as a result of the COVID-19 pandemic have been rent deferrals with the original lease term unchanged.

In accordance with the guidance provided by the Financial Accounting Standards Board ("FASB") staff, we have elected to account for these leases as if the right of deferral existed in the lease contract and therefore continue to recognize lease revenue in accordance with the lease contract in effect.

In limited circumstances, the undiscounted cash flows resulting from deferrals granted increased significantly from original lease terms, which required us to account for these as lease modifications and resulted in an insignificant impact to consolidated rental revenue.

Similarly, rent abatements granted, which are also accounted for as lease modifications, have impacted our rental revenue by an insignificant amount.

Unless otherwise specified, references to reserves recorded as a reduction of rental revenue include amounts reserved for in the current period, as well as unrecognized contractual rental revenue and unrecognized straight-line rental revenue for leases accounted for on a cash basis.

The following table summarizes net reserves to rental revenue (in millions):

| Rental revenue reserves | | | | | | $ | 2.3 | | | | | $ | 10.2 | | | | | $ | 44.1 | |

| Straight-line rent reserves | | | | | | 1.7 | | | | | | 4.5 | | | | | | 8.4 | | |

| Total rental revenue reserves | | | | | | $ | 4.0 | | | | | $ | 14.7 | | | | | $ | 52.5 | |

As of December 31, 2022, other than the information related to the reserves recorded to date, we do not have any further client specific information that would change our assessment that collection of substantially all of the future lease payments under our existing leases is probable.

However, since the conversations regarding rent collections for our clients affected by the COVID-19 pandemic are ongoing and we do not currently know the types of future concessions, if any, that will ultimately be granted, there may be impacts in future periods that could change this assessment as the situation continues to evolve and as more information becomes available.

However, our merger with VEREIT was comprised of both inputs and substantive processes that together significantly contributed to the ability to create outputs and, therefore, was considered a business.

As a result, the merger with VEREIT qualified as a business combination and, accordingly, the transaction costs were expensed and categorized as merger and integration-related costs on our consolidated statements of income and comprehensive income.

In accordance with ASC Topic 805, *Business Combinations*, adjustments to the allocated purchase price were made within one year of the closing date of our merger with VEREIT as acquisition date uncertainties were resolved (for more details on our merger with VEREIT, please see *note* *3, Merger with VEREIT, Inc. and Orion Office REIT Inc. Divestiture*).

Apart from our merger with VEREIT, a majority of our acquisitions qualify as asset acquisitions.

None.

We have had no disagreements with our independent registered public accounting firm on accounting matters or financial disclosure, nor have we changed accountants in the two most recent fiscal years.

As of and for the quarter ended December 31, [removed: 2022,] [added: 2023,] we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, [removed: 2022] [added: 2023] our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Submitted on February [removed: 22, 2023] [added: 21, 2024] by,

[removed: Kelly,] [added: Jonathan Pong,] Executive Vice President, Chief Financial Officer, and Treasurer

[removed: Except as described above, there] [added: There] have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022,] [added: 2023,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Christie B.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

As a result of our merger with VEREIT in November 2021, we were operating two separate enterprise resource planning (ERP) systems to generate our financial statements.

During the three months ended June 30, 2022, we integrated these two ERP platforms into one primary system.

We have updated our internal controls over financial reporting, as necessary, to accommodate modifications to our business processes for the integration of these parallel ERP systems into a central platform.

*Director and Officer Trading Arrangements*

During the three months ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

None

The information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

The information required by this item is set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

Financial Statement [removed: Schedule.][added: Schedules.]

Reference is made to page F-1 of this report [removed: for Schedule III Real Estate and Accumulated Depreciation] (electronically filed with the Securities and Exchange Commission).

| [removed: 3.1] [added: 3.2] | | | | | | [Articles of Incorporation of the Company, as amended by amendment No. 1 dated May 10, 2005 and amendment No. 2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 3, 2005 (File No. 033-69410) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672812000048/exhibit_3-1.htm) | | | | | |

| [removed: 3.2] [added: 3.3] | | | | | | [Articles of Amendment dated July 29, 2011 (filed as exhibit 3.1 to the Company's Form 8-K, filed on August 2, 2011 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672811000055/exhibit_3-1.htm) | | | | | |

| [removed: 3.3] [added: 3.4] | | | | | | [Articles of Amendment dated June 21, 2012 (filed as exhibit 3.1 to the Company's Form 8-K, filed on June 21, 2012 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672812000048/exhibit_3-1.htm) | | | | | |

| [removed: 3.4] [added: 3.5] | | | | | | [Articles of Amendment dated May 14, 2019 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 16, 2019 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672819000052/exhibit31torealtyincomecor.htm) | | | | | |

| [removed: 3.5] [added: 3.6] | | | | | | [Amended and Restated Bylaws of the Company dated February 19, 2020 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 20, 2020 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672820000031/bylaws.htm) | | | | | |

| [removed: 3.6] [added: 3.7] | | | | | | [Articles of [removed: Amendment dated] [added: Amendment](https://www.sec.gov/Archives/edgar/data/726728/000072672822000063/exhibit311.htm) [dated] May 17, 2022 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 19, 2022 (File No. 001-13374) and herein by reference.](https://www.sec.gov/Archives/edgar/data/726728/000072672822000063/exhibit311.htm) | | | | | |

| [removed: 3.7] [added: 3.8] | | | | | | [Articles Supplementary dated June 30, 1998 establishing the terms of the Company's Class A Junior Participating Preferred Stock (filed as exhibit A to exhibit 1 to the Company's Form 8-A12B, filed on June 26, 1998 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/0000726728-98-000016.txt) | | | | | |

| [removed: 3.8] [added: 3.9] | | | | | | [Articles Supplementary dated May 24, 1999 establishing the terms of the Company's 93/8% Class B Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on May 25, 1999 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000104746999022074/0001047469-99-022074.txt) | | | | | |

| [removed: 3.9] [added: 3.10] | | | | | | [Articles Supplementary dated July 28, 1999 establishing the terms of the Company's 91/2% Class C Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on July 30, 1999 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000104746999029129/0001047469-99-029129.txt) | | | | | |

| [removed: 3.10] [added: 3.11] | | | | | | [Articles Supplementary dated May 24, 2004 and the Articles Supplementary dated October 18, 2004 establishing the terms of the Company's 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 to the Company's Form 8-A12B, filed on May 25, 2004 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000104746904018498/a2137211zex-3_8.htm) | | | | | |

| [removed: 3.11] [added: 3.12] | | | | | | [Articles Supplementary dated November 30, 2006 establishing the terms of the Company's 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 to the Company's Form 8-A12B, filed on December 5, 2006 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465906079399/a06-24936_1ex3d5.htm) | | | | | |

| [removed: 3.12] [added: 3.13] | | | | | | [Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated February 3, 2012 (the “First Class F Articles Supplementary”) (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 3, 2012 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465912006633/a12-3249_4ex3d1.htm) | | | | | |

| [removed: 3.13] [added: 3.14] | | | | | | [Certificate of Correction to the First Class F Articles Supplementary, dated April 11, 2012 (filed as exhibit 3.2 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465912025924/a12-9487_4ex3d2.htm) | | | | | |

| [removed: 3.14] [added: 3.15] | | | | | | [Articles Supplementary to the Articles of Incorporation of the Company classifying and designating additional shares of the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated April 17, 2012 (filed as exhibit 3.3 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465912025924/a12-9487_4ex3d3.htm) | | | | | |

| 4.46 | | | | | | [Form of [removed: 4.600%] [added: 4.625%] Notes due [removed: February 6, 2024.] [added: November 1, 2025.] (filed as exhibit [removed: 4.2] [added: 4.3] to the Company's Form 8-K, filed on November 15, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-2.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-3.htm)] [(File No. 001-13374),](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921132405/tm2128361d8_ex4-10.htm) [and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-3.htm)] | | | | | |

| 4.47 | | | | | | [Form of [removed: 4.625%] [added: 4.875%] Notes due [removed: November] [added: June] 1, [removed: 2025.] [added: 2026.] (filed as exhibit [removed: 4.3] [added: 4.4] to the Company's Form 8-K, filed on November 15, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-3.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-4.htm)] [(File No. 001-13374),](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921132405/tm2128361d8_ex4-10.htm) [and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-4.htm)] | | | | | |

| 4.48 | | | | | | [Form of [removed: 4.875%] [added: 3.950%] Notes due [removed: June 1, 2026.] [added: August 15, 2027.] (filed as exhibit [removed: 4.4] [added: 4.5] to the Company's Form 8-K, filed on November 15, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-4.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-5.htm)] [(File No. 001-13374),](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921132405/tm2128361d8_ex4-10.htm) [and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-4.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-5.htm)] | | | | | |

| 4.49 | | | | | | [Form of [removed: 3.950%] [added: 3.400%] Notes due [removed: August] [added: January] 15, [removed: 2027.] [added: 2028.] (filed as exhibit [removed: 4.5] [added: 4.6] to the Company's Form 8-K, filed on November 15, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-5.htm) [(File] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-6.htm)[(File] No. [removed: 001-13374),](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921132405/tm2128361d8_ex4-10.htm)] [added: 001-13374),](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm)] [and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-5.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-6.htm)] | | | | | |

| 4.50 | | | | | | [Form of [removed: 3.400%] [added: 2.200%] Notes due [removed: January] [added: June] 15, 2028. (filed as exhibit [removed: 4.6] [added: 4.7] to the Company's Form 8-K, filed on November 15, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-6.htm)[(File] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-7.htm) [(File] No. 001-13374),](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm) [and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-6.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-7.htm)] | | | | | |

| 4.51 | | | | | | [Form of [removed: 2.200%] [added: 3.100%] Notes due [removed: June] [added: December] 15, [removed: 2028.] [added: 2029.] (filed as exhibit [removed: 4.7] [added: 4.8] to the Company's Form 8-K, filed on November 15, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-7.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-8.htm)] [(File No. 001-13374),](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm) [and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-7.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-8.htm)] | | | | | |

| 4.52 | | | | | | [Form of [removed: 3.100%] [added: 2.850%] Notes due December 15, [removed: 2029.] [added: 2032.] (filed as exhibit [removed: 4.8] [added: 4.9] to the Company's Form 8-K, filed on November 15, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-8.htm)] [added: 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-9.htm)] [(File No. 001-13374),](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm) [and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-8.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-9.htm)] | | | | | |

| 4.53 | | | | | | [Form of [removed: 2.850%] [added: 5.625%] Notes due [removed: December 15,] [added: October 13,] 2032. (filed as exhibit [removed: 4.9] [added: 4.2] to the Company's Form 8-K, filed on [removed: November 15, 2021](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-9.htm) [(File] [added: October 13, 2022 (File] No. [removed: 001-13374),](https://www.sec.gov/Archives/edgar/data/1507385/000114420414006938/v367634_ex4-2.htm) [and] [added: 001-13374), and] incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/0000726728/000110465921139193/tm2132504d2_ex4-9.htm)] [added: reference).](https://www.sec.gov/ix?doc=/Archives/edgar/data/726728/000110465922108515/tm2228095d1_8k.htm)] | | | | | |

| [removed: 4.54] [added: 4.55] | | | | | | [Form of [removed: 5.625% Notes] [added: 5.050% Note] due [removed: October] [added: 2026 issued on January] 13, [removed: 2032.] [added: 2023] (filed as exhibit 4.2 to the [removed: Company's] [added: Company’s] Form 8-K, filed on [removed: October] [added: January] 13, [removed: 2022] [added: 2023] (File No. [removed: 001-13374),] [added: 001-13374)] and incorporated herein by [removed: reference).](https://www.sec.gov/ix?doc=/Archives/edgar/data/726728/000110465922108515/tm2228095d1_8k.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923003824/tm233301d1_ex4-4.htm).] | | | | | |

| [removed: 4.55] [added: 4.54] | | | | | | [Officers’ Certificate dated October 13, 2022 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 “5.625% Notes due 2032” and including the form of debt securities of such series (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465922108515/tm2228095d1_ex4-3.htm) | | | | | |

| 4.56 | | | | | | [Form of [removed: 5.050%] [added: 4.850%] Note due [removed: 2026] [added: 2030] issued on January 13, 2023 (filed as exhibit [removed: 4.2] [added: 4.3] to the Company’s Form 8-K, filed on January 13, 2023 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923003824/tm233301d1_ex4-4.htm). | | | | | |

| [removed: 4.57] [added: 4.65] | | | | | | [Form of [removed: 4.850%] [added: 6.000%] Note due [removed: 2030] [added: 2039] issued on [removed: January 13,] [added: December 5,] 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on [removed: January 13,] [added: December 5,] 2023 (File No. 001-13374) and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923003824/tm233301d1_ex4-4.htm).] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923123452/tm2332131d1_ex4-4.htm)] | | | | | |

| [removed: 4.58] [added: 4.57] | | | | | | [Officers’ Certificate dated January 13, 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 “5.050% Notes due 2026” and a new series of debt securities entitled “4.850% Notes due 2030” 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 13, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923003824/tm233301d1_ex4-4.htm) | | | | | |

| [removed: 4.59*] [added: 4.88*] | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit459descriptionofsec.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/726728/000072672824000047/exhibit488-descriptionofse.htm)] | | | | | |

| 10.1+ | | | | | | [Realty Income Corporation 2012 Incentive Award Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on March 30, [removed: 2012](http://www.sec.gov/Archives/edgar/data/726728/000110465912022678/a12-1715_1def14a.htm) [(File] [added: 2012 (File] No. [removed: 001-13374)](http://www.sec.gov/Archives/edgar/data/726728/000110465912022678/a12-1715_1def14a.htm) [and] [added: 001-13374) and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465912022678/a12-1715_1def14a.htm) | | | | | |

| 10.5+ | | | | | | [Amended and Restated Form Indemnification Agreement, between the Company and each executive officer and each director of the Board of Directors of the Company (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 30, [removed: 2014](http://www.sec.gov/Archives/edgar/data/726728/000110465914075331/a14-23354_1ex10d1.htm) [(File] [added: 2014 (File] No. [removed: 001-13374)](http://www.sec.gov/Archives/edgar/data/726728/000110465914075331/a14-23354_1ex10d1.htm) [and] [added: 001-13374) and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914075331/a14-23354_1ex10d1.htm) | | | | | |

| 10.6+ | | | | | | [Form of Performance Share Award Agreement (filed as exhibit 10.1 to the Company’s Form 10-Q, filed on April 30, [removed: 2015](http://www.sec.gov/Archives/edgar/data/726728/000110465915032388/a15-7136_1ex10d1.htm) [(File] [added: 2015 (File] No. [removed: 001-13374)](http://www.sec.gov/Archives/edgar/data/726728/000110465915032388/a15-7136_1ex10d1.htm) [and] [added: 001-13374) and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465915032388/a15-7136_1ex10d1.htm) | | | | | |

| 10.9+ | | | | | | [Form of Restricted Stock Agreement (filed as exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, [removed: 2015](http://www.sec.gov/Archives/edgar/data/726728/000110465916095923/a15-23382_1ex10d30.htm)[,] [added: 2015,] filed on February 11, 2016 (File No. [removed: 001-13374)](http://www.sec.gov/Archives/edgar/data/726728/000110465916095923/a15-23382_1ex10d30.htm) [and] [added: 001-13374) and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916095923/a15-23382_1ex10d30.htm) | | | | | |

| 10.10+ | | | | | | [Form of Restricted Stock Unit Award Agreement (filed as exhibit 10.31 to the Company’s Form 10-K for the year ended December 31, [removed: 2015](http://www.sec.gov/Archives/edgar/data/726728/000110465916095923/a15-23382_1ex10d31.htm)[,] [added: 2015,] filed on February 11, [removed: 2](http://www.sec.gov/Archives/edgar/data/726728/000110465916095923/a15-23382_1ex10d31.htm)[016] [added: 2016] (file No. [removed: 001-13374)](http://www.sec.gov/Archives/edgar/data/726728/000110465916095923/a15-23382_1ex10d31.htm) [and] [added: 001-13374) and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916095923/a15-23382_1ex10d31.htm) | | | | | |

| 10.11+ | | | | | | [First Amendment to Realty Income Corporation 2012 Incentive Award Plan. (filed as exhibit 10.33 to the Company’s Form 10-K, filed on February 23, [removed: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917011170/a17-1163_1ex10d33.htm) [(File] [added: 2017 (File] No. [removed: 001-13374)](http://www.sec.gov/Archives/edgar/data/726728/000110465917011170/a17-1163_1ex10d33.htm) [and] [added: 001-13374) and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917011170/a17-1163_1ex10d33.htm) | | | | | |

| 10.12+ | | | | | | [Second Amendment to Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on February 17, [removed: 2017](http://www.sec.gov/Archives/edgar/data/726728/000072672817000042/exhibit10secondamendment.htm) [(File] [added: 2017 (File] No. [removed: 001-13374)](http://www.sec.gov/Archives/edgar/data/726728/000072672817000042/exhibit10secondamendment.htm) [and] [added: 001-13374) and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672817000042/exhibit10secondamendment.htm) | | | | | |

| 10.13+ | | | | | | [Form of Performance Share Award Agreement (filed as exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, [removed: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917026354/a17-8901_1ex10d3.htm)[,] [added: 2017,] filed on April 30, [removed: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917026354/a17-8901_1ex10d3.htm) [(](http://www.sec.gov/Archives/edgar/data/726728/000110465917026354/a17-8901_1ex10d3.htm)[File] [added: 2017 (File] No. [removed: 001-13374)](http://www.sec.gov/Archives/edgar/data/726728/000110465917026354/a17-8901_1ex10d3.htm) [and] [added: 001-13374) and] incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917026354/a17-8901_1ex10d3.htm) | | | | | |

Years ended December 31, 2023, 2022 and 2021

Years ended December 31, 2023, 2022 and 2021

a.

Schedule III Real Estate and Accumulated Depreciation

| Plans of acquisition, reorganization, arrangement, liquidation or succession | | | | | | | | | | | |

| 2.3 | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/726728/000110465923112361/tm2329370d1_ex2-1.htm) | | | | | |

| Bylaws | | | | | | | | | | | |

| 3.1 | | | | | | [Amended and Restated Bylaws of the Company dated November 3, 202](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm)[3](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm) [(](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm)[filed as exhibit 3.1 to th](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm)[e Company's](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm) [Form](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm) [10-Q, filed on November](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm) [7](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm)[, 2023 (File No. 001-13374) and](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm) [incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm)[.](https://www.sec.gov/Archives/edgar/data/726728/000072672823000115/o-93023ex31.htm) | | | | | |

| 3.16 | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/726728/000110465924005341/tm243768d2_ex3-15.htm) | | | | | |

| 4.58 | | | | | | [Form of 4.700% Note due 2028 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923045565/tm2311060d5_ex4-4.htm) | | | | | |

| 4.59 | | | | | | [Form of 4.900% Note due 2033 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923045565/tm2311060d5_ex4-4.htm) | | | | | |

| 4.60 | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/726728/000110465923045565/tm2311060d5_ex4-4.htm) | | | | | |

| 4.61 | | | | | | [Form of 4.875% Note due 2030 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923078452/tm2319453d7_ex4-4.htm) | | | | | |

| 4.62 | | | | | | [Form of 5.125% Note due 2034 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923078452/tm2319453d7_ex4-4.htm) | | | | | |

| 4.63 | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/726728/000110465923078452/tm2319453d7_ex4-4.htm) | | | | | |

| 4.64 | | | | | | [Form of 5.750% Note due 2031 issued on December 5, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 5, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923123452/tm2332131d1_ex4-4.htm) | | | | | |

| 4.66 | | | | | | [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 the terms of a new series of debt securities entitled “5.750% Notes due 2031” and a new series of debt securities entitled “6.000% Notes due 2039” and including the forms of debt securities of each such series (filed as exhibit no. 4.4 to the Company’s Form 8-K, filed on December 5, 2023 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923123452/tm2332131d1_ex4-4.htm)[.](https://www.sec.gov/Archives/edgar/data/726728/000110465923123452/tm2332131d1_ex4-4.htm) | | | | | |

| 4.67 | | | | | | [Form of 4.750% Note due 2029 issued on January 16, 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 16, 2024 (File No. 001-13374) and incorporated herein by reference](https://www.sec.gov/Archives/edgar/data/726728/000110465924004101/tm243408d1_ex4-4.htm)). | | | | | |

| 4.68 | | | | | | [Form of 5.125% Note due 2034 issued on January 16, 2024 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 16, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924004101/tm243408d1_ex4-4.htm) | | | | | |

| 4.69 | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/726728/000110465924004101/tm243408d1_ex4-4.htm) | | | | | |

| 4.70 | | | | | | [Indenture, dated as of August 18, 2016, between Spirit Realty, L.P. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on August 19, 2016 (File No. 001-36004) and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/1308606/000130860616000311/exhibit41-srcxxbaseindentu.htm) | | | | | |

| 4.71 | | | | | | [First Supplemental Indenture, dated as of August 18, 2016, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K (File No. 001-36004) previously filed on August 19, 2016 and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/1308606/000130860616000311/exhibit42-srcxxsupplementa.htm) | | | | | |

| 4.72 | | | | | | [Second Supplemental Indenture, dated as of June 27, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on June 27, 2019 (File No. 001-36004) and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/1308606/000119312519184400/d568305dex42.htm) | | | | | |

| 4.73 | | | | | | [Third Supplemental Indenture, dated as of September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on September 16, 2019 (File No. 001-36004) and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/1308606/000119312519245884/d797435dex42.htm) | | | | | |

| 4.74 | | | | | | [Fourth Supplemental Indenture, dated as of September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on September 16, 2019 (File No. 001-36004) and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/1308606/000119312519245884/d797435dex43.htm) | | | | | |

| 4.75 | | | | | | [Fifth Supplemental Indenture, dated as of August 6, 2020, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on August 6, 2020 (File No. 001-36004) and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/1308606/000119312520211914/d16332dex42.htm) | | | | | |

| 4.76 | | | | | | [Sixth Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on March 3, 2021 (File No. 001-36004) and incorporated by reference herein).](https://www.sec.gov/Archives/edgar/data/1308606/000119312521067619/d97293dex42.htm) | | | | | |

| 4.77 | | | | | | [Seventh Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed March 3, 2021 (File No. 001-36004) and incorporated by reference herein)](https://www.sec.gov/Archives/edgar/data/1308606/000119312521067619/d97293dex43.htm)[.](https://www.sec.gov/Archives/edgar/data/1308606/000119312521067619/d97293dex43.htm) | | | | | |

| 4.78 | | | | | | [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)](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex4-9.htm). | | | | | |

| 4.79 | | | | | | [Form of 4.450% Notes due September 15, 2026 issued on January 23, 2024 (filed as exhibit no. 4.11 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex4-18.htm#a_001) | | | | | |

| 4.80 | | | | | | [Form of 3.200% Notes due January 15, 2027 issued on January 23, 2024 (filed as exhibit no. 4.12 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex4-18.htm#a_002) | | | | | |

| 4.81 | | | | | | [Form of 2.100% Notes due March 15, 2028 issued on January 23, 2024 (filed as exhibit no. 4.13 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex4-18.htm#a_003) | | | | | |

| 4.82 | | | | | | [Form of 4.000% Notes due July 15, 2029 issued on January 23, 2024 (filed as exhibit no. 4.14 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex4-18.htm#a_004) | | | | | |

| 4.83 | | | | | | [Form of 3.400% Notes due January 15, 2030 issued on January 23, 2024 (filed as exhibit no. 4.15 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex4-18.htm#a_005) | | | | | |

| 4.84 | | | | | | [Form of 3.200% Notes due February 15, 2031 issued on January 23, 2024 (filed as exhibit 4.16 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex4-18.htm#a_006) | | | | | |

| 4.85 | | | | | | [Form of 2.700% Notes due February 15, 2032 issued on January 23, 2024 (filed as exhibit 4.17 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex4-18.htm#a_007) | | | | | |

| 4.86 | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex4-18.htm) | | | | | |

| 4.87 | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/726728/000110465924005341/tm243768d2_ex4-1.htm) | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 10.34 | | | | | | [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).](https://www.sec.gov/Archives/edgar/data/726728/000110465923128199/tm2333451d1_ex10-1.htm) | | | | | |

| Articles of Incorporation and Bylaws | | | | | | | | | | | |

[Tabl](#idaac82b64c054a8ea415b94e485aed1f_549755815315)[e of Contents](#idaac82b64c054a8ea415b94e485aed1f_549755815315)

| 31.1* | | | | | | [Rule 13a-14(a) Certifications as filed by the Chief Executive Officer pursuant to SEC release No. 33-8212 and 34-47551.](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/o-123122ex311.htm) | | | | | |

| 31.2* | | | | | | [Rule 13a-14(a) Certifications as filed by the Chief Financial Officer pursuant to SEC release No. 33-8212 and 34-47551.](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/o-123122ex312.htm) | | | | | |

| 101* | | | | | | The following materials from Realty Income Corporation’s Annual Report on Form 10-K for the period ended December 31, 2022 formatted in Inline Extensible Business Reporting Language: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, (v) Notes to Consolidated Financial Statements, and (vi) Schedule III Real Estate And Accumulated Depreciation . | | | | | |

| 104* | | | | | | The cover page from the Company's Annual Report on Form 10-K for the period ended December 31, 2022, formatted in Inline Extensible Business Reporting Language. | | | | | |

| By: | | | /s/SUMIT ROY | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/MICHAEL D. MCKEE | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/PRISCILLA ALMODOVAR | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/JACQUELINE BRADY | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/A. LARRY CHAPMAN | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/REGINALD H. GILYARD | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/MARY HOGAN PREUSSE | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/PRIYA CHERIAN HUSKINS | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/GERARDO I. LOPEZ | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/GREGORY T. MCLAUGHLIN | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/RONALD L. MERRIMAN | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| By: | | | /s/SEAN P. NUGENT | | | | | | | | | Date: February [removed: 22, 2023] [added: 21, 2024] | | |

| Aerospace | | | 6 | | | 24,133 | | | 9,280 | | | 104,596 | | | [removed: 3,092] [added: 3,297] | | | — | | | | | | 9,280 | | | [removed: 107,688] [added: 107,893] | | | [removed: 116,968] [added: 117,173] | | | [removed: 38,709] [added: 48,022] | | | 1951 | | | \- | | | 2013 | | | 6/20/2011 | | | \- | | | 11/1/2021 | | | | | |