Realty Income (O) 10-K risk factor changes: FY2024 vs FY2023

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 [removed: which] [added: that] may be outstanding from time to time, while the references to our “stockholders” represent holders of our common stock and any class or series of preferred stock [removed: which] [added: that] may be outstanding from time to time.

- Declines in our clients’ creditworthiness and ability to pay rent, which may be affected by their operations (including as a result from changes in consumer behaviors or preferences impacting our [removed: clients] [added: clients'] operations), economic downturns and competition within their industries from other operators;

- Changes in laws, rules or regulations that negatively impact [added: us, our] clients or our properties;

If [removed: our] clients do not renew their leases as they expire, we may not be able to rent or sell the properties.

Leases that are [removed: renewed,] [added: renewed] and [removed: some] new leases for properties that are re-leased, [removed: may] [added: or leases that we assume as part of portfolio acquisitions or strategic mergers and acquisitions can] have terms that are less economically favorable than expiring lease [removed: terms,] [added: terms] or [added: leases that we negotiate directly,] may require us to incur significant [removed: costs,] [added: costs] such as [removed: renovations, improvements on behalf of the client] [added: renovations improvements,] or lease transaction costs.

Negative market conditions may cause us to sell [removed: vacant] properties for less than their carrying value, which could result in impairments.

As a result, a client may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, [added: fail to maintain the property or otherwise pay its required expenses under the terms of the lease,] become insolvent or declare bankruptcy.

A bankruptcy court [removed: might] [added: could] authorize a client to terminate one or more of its leases with us.

[added: 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 [removed: 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 [removed: future rent under terminated leases) or we may elect not to pursue claims against a client for terminated leases.]

Client bankruptcies [removed: within] [added: affecting] a given property may also adversely impact our ability to [removed: re-release] [added: quickly re-lease] that property at favorable terms, or at all.

Moreover, [removed: in the case of] [added: if] a client’s leases [removed: that] are not terminated as the result of its bankruptcy, we may be required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts we receive under those leases.

Downturns in any of [removed: our] [added: the] industries [added: in which our clients operate] could adversely affect our [removed: clients (including, for example, the recent challenges faced by our clients in the theater industry),] [added: clients,] which in turn could also have a material adverse effect on our financial position, results of operations and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions on our common stock and any outstanding preferred stock.

In addition, some of our properties are leased to clients that may have limited financial and other resources and, therefore, they are more likely to be adversely affected by a downturn in their respective [removed: businesses, including any downturns that have resulted or may result from the COVID-19 pandemic or other epidemics or pandemics,] [added: businesses] or in the regional, national or international economy.

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

These risks may [removed: include] [added: be enhanced by our] limited experience in managing [removed: certain types of new properties,] [added: these] new [removed: types of real estate locations and] [added: investments or activities, property types, geographies,] lease [added: and acquisition] structures, [added: clients] and the laws [removed: and] [added: and/or] culture of non-U.S. [removed: jurisdictions.][added: geographies.]

[removed: A number of our] [added: Our portfolio includes] properties [removed: are] leased to operators of convenience stores that sell petroleum-based fuels, to operators of oil change and tune-up facilities, and operators that use chemicals and other waste products.

Certain of our other properties, [removed: particularly] [added: including] those leased for [removed: industrial-type] [added: industrial] purposes, may also involve operations or activities that could give rise to environmental [removed: liabilities.][added: liabilities or could have been built using asbestos or other building materials that require owners or operators to undertake special precautions including removal, abatement, or adequately train or inform those that come in contact with such materials.]

[removed: In addition, while] [added: While] we maintain environmental insurance policies, [removed: it is possible that] our insurance could be [added: unavailable or] insufficient to address [removed: any particular] [added: an] environmental [removed: situation] [added: liability] and/or [removed: that, in the future,] we could be unable to obtain insurance for environmental matters at a reasonable [removed: cost,] [added: cost] or at all.

[removed: However, it] [added: It] is [added: also] possible that one or more of our clients could fail to have sufficient funds to cover any such indemnification or to meet applicable state financial assurance obligations or such environmental contamination may predate our client's lease term, and thus we may still be obligated to pay for any such environmental liabilities.

We [removed: believe that, commencing with our taxable year ended December 31, 1994, we have been] [added: are] organized and have operated, and we intend to continue to operate, so as to qualify as a REIT under Sections 856 through 860 of the Code.

Even if we qualify for and maintain our REIT status, we may be subject to certain federal, state, local and [removed: foreign] [added: non-U.S.] taxes on our income and property.

In addition, our taxable REIT subsidiaries are subject to federal, state and, in some cases, [removed: foreign] [added: non-U.S.] taxes at the applicable tax rates on their income and property.

New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in [removed: us.][added: us as well as the amount of tax we are required to pay.]

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 [added: entities more attractive relative to an investment in a REIT.]

Raising [removed: additional] capital through the issuance of equity [added: securities, including] securities [added: exchangeable into our equity securities or convertible debt securities,] can dilute the interests of holders of our common stock.

The interests of our common stockholders could also be diluted by the issuance of shares of common stock pursuant to [removed: stock] [added: equity] incentive plans.

We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership units in an operating [removed: partnership, which could result in stockholder dilution through the issuance of operating] partnership [removed: units] that, under certain circumstances, may be exchanged for shares of our common [removed: stock.][added: stock, resulting in stockholder dilution.]

In the event we take any action that [removed: incurs] [added: causes] taxable gain [added: to be] allocated to these contributors, we may be required to [removed: make] [added: indemnify] them [removed: whole] under tax protection agreements.

[removed: 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, 2023, we entered into the] [added: Our] term loan agreement (the “2023 term loan agreement”) [removed: governing] [added: governs] our 2023 term loans, pursuant to which we [added: have] borrowed an aggregate of approximately $1.0 billion in multicurrency borrowings.

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

The term loans pursuant to our 2023 term loan agreement mature in January [removed: 2025 with one remaining 12-month maturity extension available at our option.][added: 2026.]

At December 31, [removed: 2023,] [added: 2024,] we also had a total of [removed: $18.6] [added: $22.9] 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 [removed: $4.2] [added: $5.0] billion denominated in Sterling (of which [removed: $1.2] [added: $1.1] billion is related to our privately placed Sterling notes), [removed: $1.2] [added: $1.1] billion denominated in Euro thereunder, and approximately [removed: $822.4] [added: $81.3] million of outstanding mortgage debt (excluding unamortized net discounts and deferred financing costs).

In connection with the consummation of the closing of the [removed: Merger] [added: merger (the “Merger”) with Spirit] on January 23, 2024, we effectively assumed Spirit’s existing term loans with various lenders.

[removed: However, it is possible that such indebtedness may] be [removed: insufficient or may be] on unacceptable terms requiring us to use non-local currency indebtedness.

[removed: While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign] exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure.

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 [added: and any outstanding preferred stock.]

[removed: In particular, we] [added: We] face the risk that rental revenue from our properties may be insufficient to cover all corporate operating expenses, debt service payments on indebtedness we incur, and distributions on our capital stock.

- [removed: Renewal] [added: Flat leases, leases with below market rental rates or renewal] of leases at lower rental rates;

Our ability to quickly buy, sell or exchange any of our [added: properties, or to contribute our] properties [added: to co-investment, including] in response to changes in economic and other conditions will be limited and U.S. and [removed: foreign] [added: non-U.S.] tax and regulatory regimes and authorities [added: - competition from other owners of properties that are trying to dispose of their properties, availability of capital, economic and market conditions and other factors beyond our control,] may impose or have the effect of restricting or limiting our ability to sell [added: or contribute] properties.

No assurances can be given that we will recognize full value, at a price and at terms that are acceptable to us, for any property that we are required to sell [added: or contribute] for liquidity reasons.

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

future rent under terminated leases) or we may elect not to pursue claims against a client for terminated leases.

- We could be subject to a federal alternative minimum tax and possibly increased state and local taxes;

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

Changes in U.S. or Non-U.S. tax laws and regulations, including changes to tax rates, and legislative or other actions may adversely affect us or our investors.

Federal income taxation laws are constantly under review and may change.

Additionally, the governments of many of the other countries in which we operate may enact changes to the tax laws of such countries.

The 2023 term loan agreement also permits us to incur

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

However, it is possible that such indebtedness may be insufficient or may

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

- The impacts of extreme weather events or climate change and the varying local, state, and federal regulatory landscape impacting properties to address the impacts of climate change; and

For instance, while we have historically predominantly owned and leased commercial properties under long-term, net lease agreements, as we expand into new verticals, the composition of our lease portfolio may include a higher concentration of alternative lease structures, under which we may be primarily

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

responsible for other expenses and liabilities with respect to the property, including property taxes, insurance and maintenance costs.

We could be subject to liability, including strict liability, by virtue of our ownership interest for environmental contamination.

Further, laws and regulations governing environmental contamination change and we have been, and in the future may be, subject to additional liability by virtue of these changes.

However, we acquire properties with existing leases in place and the indemnities and other lease terms can have different indemnification requirements including for environmental matters than what is provided for in our leases that we negotiate directly with clients.

We are subject to risks and liabilities in connection with forming and attracting third-party investment in our anticipated fund business, investing in new or existing co-investment ventures or funds, and managing properties through our anticipated fund business or other co-investment ventures.

As previously publicly disclosed, we anticipate forming a fund business, and may explore options to form other co-investment ventures in the future.

Our organizational documents do not limit the amount of available funds that we may invest in our anticipated fund business or other co-investment ventures.

We currently intend to develop and acquire properties through our new fund business and co-investment ventures and we may also make investments in other entities at our discretion in the future.

However, there can be no assurance that we will be able to form our anticipated fund business and co-investment ventures on the timeline expected, or at all, attract third-party investment or that additional investments in our anticipated fund business or other co-investment ventures to develop or acquire properties in the future will be successful, or that such anticipated fund business or other co-investment ventures will improve our consolidated financial position or results of operations.

Further, there can be no assurance that we are able to realize value from our existing or future investments.

Our anticipated fund business or other co-investment ventures are expected to involve certain additional risks that we do not currently otherwise face, including the risks inherent in owning, operating and managing one or more funds, risks related to our ability to negotiate third-party investments, such as valuation, operational limitations,

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

management fee structures and other incentive fees, on terms that are beneficial to us, and the inherent conflicts that may exist in allocating investment opportunities effectively between us and the fund or such other co-investment ventures.

In addition, the same factors that may impact the valuation of our existing portfolio, as otherwise discussed in this Annual Report on Form 10-K, may also impact the portfolios to be held by the funds or co-investment ventures and could result in other than temporary impairment of our investment and a reduction in fee revenues, if any.

Our fund business may be subject to some or all of the risks more fully described in "We may engage in development, speculative development, or expansion projects or invest in new asset classes, which would subject us to additional risks that could negatively impact our operations."

Such risks may adversely impact our anticipated fund business's or our other co-investment ventures' financial position or results of operation.

While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

Such risks include:

- Our partners or investors may share certain approval rights over major decisions or have the ability to appoint persons to governing bodies;

- Our partners or investors may seek to exit or redeem their investment, and may do so simultaneously, causing the venture or fund to seek capital to satisfy these requests on less than optimal terms;

- If our partners or investors fail to fund their share of any required capital contributions, then we may choose to contribute such capital or the venture or fund may have to raise additional capital or incur indebtedness on less than optimal terms;

- Our partners or investors may have economic or other business interests or goals that are inconsistent with our business interests or goals that would affect our ability to operate the venture or fund and adversely impact our consolidated financial position or results of operations;

- The venture or fund or other governing agreements may restrict the transfer of an interest in the co-investment venture or fund or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;

- Our relationships with our partners or investors are likely to be contractual in nature and may be terminated or dissolved under the terms of the agreements, and in such event, the venture or fund may terminate or we may not continue to invest in or manage the assets underlying such relationships resulting in a decrease in our assets under management and a reduction in fee revenues; and

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

An owner of property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property.

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.

Environmental laws govern the presence, maintenance, and removal of asbestos-containing materials, or ACMs, and require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, that they adequately inform or train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement in the event that asbestos is disturbed during renovation or demolition of a building.

These laws may impose fines and penalties on building owners or operators for failure to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.

While we have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to environmental contamination, if environmental contamination should exist on any of our properties, we could be subject to liability, including strict liability, by virtue of our ownership interest.

Legislative or other actions affecting REITs could have a negative effect on us or our investors.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Services, or the IRS, and the U.S. Department of the Treasury, or the Treasury.

entities more attractive relative to an investment in a REIT.

and any outstanding preferred stock.

- The impacts of climate change; and

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;

If we are unable to adequately address these risks, they could have a significant adverse effect on our operations.

Our clients are generally required to maintain general liability coverage depending on the client and the industry in which the client operates.

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

Following the Merger, we may be unable to integrate the operations of Spirit successfully, or realize the anticipated synergies and related benefits of the Merger and the transactions contemplated by the Merger Agreement or do so within the anticipated time frame.

The Merger involves the combination of two companies which operated as independent public companies.

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:

- 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.

The following discussion and analysis reflect our financial condition and results of operations for the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022.][added: 2023.]

For a discussion of the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021,] [added: 2022,] 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 [removed: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/726728/000072672823000044/o-20221231.htm)] [added: 10-K](https://www.sec.gov/Archives/edgar/data/726728/000072672824000047/o-20231231.htm)] for the year ended December 31, [removed: 2022.][added: 2023.]

[removed: Realty Income, The Monthly Dividend Company®, is an S&P 500 company] [added: Since our founding, we have declared 656 consecutive monthly dividends] and [added: are a] member of the S&P 500 Dividend Aristocrats® index for having increased [removed: its] [added: our] dividend [removed: every year] for [removed: over 25] [added: the last 30] consecutive years.

We [added: are known as “The Monthly Dividend Company®” and have a mission to] invest in people and places to deliver dependable monthly dividends that increase over time.

As of December 31, [removed: 2023,] [added: 2024,] we owned or held interests in [removed: 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,] [added: 15,621 properties,] with approximately [removed: 272.1] [added: 339.4] million square feet of leasable space [added: leased] to [added: 1,565] clients doing business in [removed: 86] [added: 89] separate industries.

Of the [removed: 13,458] [added: 15,621] properties in [removed: the] [added: our] portfolio [removed: at] [added: as of] December 31, [removed: 2023, 13,197,] [added: 2024, 15,316,] or [removed: 98.1%, are] [added: 98.0%, were] single-client properties, [removed: of which 13,007 were leased,] and the remaining [removed: are multi-client] [added: were multi–client] properties.

Our total portfolio [removed: has] [added: had] a weighted average remaining lease term (excluding rights to extend a lease at the option of [removed: our] [added: the] client) of approximately [removed: 9.8] [added: 9.3] years.

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 [added: $303.1 million,] $274.2 million, [removed: $184.7 million] and [removed: $104.9] [added: $184.7] million for the years ended December 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021,] [added: 2022,] respectively.

Closing of Spirit [removed: Realty Capital] Merger

We have continued our [removed: 55-year] [added: 56-year] history of paying monthly dividends.

In addition, we [added: have] increased the dividend five times during [removed: 2023] [added: 2024] and [removed: once] [added: twice] during [removed: 2024.][added: 2025.]

As of February [removed: 2024,] [added: 2025,] we have paid [removed: 105] [added: 109] consecutive quarterly dividend increases and increased the dividend [removed: 123] [added: 129] times since our listing on the NYSE in 1994.

| [removed: 2023] [added: 2024] Dividend increases | | | Month Declared | | | | | | Month Paid | | | | | | Monthly Dividend per share | | | | | | Increase per share | | |

| 1st increase | | | Dec [removed: 2022] [added: 2024] | | | | | | Jan [removed: 2023] [added: 2025] | | | | | | $ | [removed: 0.2485] [added: 0.2640] | | | | | $ | 0.0005 | |

| 2nd increase | | | Feb [removed: 2023] [added: 2025] | | | | | | Mar [removed: 2023] [added: 2025] | | | | | | $ | [removed: 0.2545] [added: 0.2680] | | | | | $ | [removed: 0.0060] [added: 0.0040] | |

| [removed: 3rd] [added: 2nd] increase | | | Mar [removed: 2023] [added: 2024] | | | | | | Apr [removed: 2023] [added: 2024] | | | | | | $ | [removed: 0.2550] [added: 0.2570] | | | | | $ | 0.0005 | |

| 4th increase | | | Jun [removed: 2023] [added: 2024] | | | | | | Jul [removed: 2023] [added: 2024] | | | | | | $ | [removed: 0.2555] [added: 0.2630] | | | | | $ | 0.0005 | |

| 5th increase | | | Sep [removed: 2023] [added: 2024] | | | | | | Oct [removed: 2023] [added: 2024] | | | | | | $ | [removed: 0.2560] [added: 0.2635] | | | | | $ | 0.0005 | |

The dividends paid per share during [removed: 2023] [added: the year ended December 31, 2024] totaled [removed: $3.051,] [added: $3.126,] as compared to [removed: $2.967] [added: $3.051] during [removed: 2022,] [added: the year ended December 31, 2023,] an increase of [removed: $0.084,] [added: $0.075,] or [removed: 2.8%.][added: 2.5%.]

The monthly dividend of [removed: $0.2565] [added: $0.2680] per share represents a current annualized dividend of [removed: $3.0780] [added: $3.216] per share, and an annualized dividend yield of [removed: 5.4%] [added: 6.0%] based on the last reported sale price of our common stock on the NYSE of [removed: $57.42] [added: $53.41] on December 31, [removed: 2023.][added: 2024.]

During the year ended December 31, [removed: 2023,] [added: 2024,] we invested [removed: $9.5] [added: $3.9] billion at an initial weighted average cash yield of [removed: 7.1%,] [added: 7.4%,] including an investment in [removed: 1,408] [added: 546] properties, properties under development or expansion, [added: and] investments in [removed: loans and a preferred equity investment.][added: loans.]

See notes *4*, *Investments in Real [removed: Estate, 5, Investments] [added: Estate,* *5,* *Investments] in Unconsolidated Entities,* and *6, Investments in [removed: Loans,*] [added: Loans and Financing Receivables,*] to the consolidated financial statements [added: contained in this annual report] for further details.

[removed: We have an At-The-Market ("ATM")] [added: Under our current ATM] program, [removed: pursuant to] which we [added: entered into in August 2023, we] may offer and sell up to 120.0 million shares of common stock (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 brokers' transactions on the NYSE at prevailing market prices or at negotiated prices or by any other methods permitted by applicable law.

During [removed: 2023,] [added: 2024,] we raised [removed: $5.5] [added: $1.8] billion of [removed: net] proceeds from the sale of common stock, at a weighted average price of [removed: $59.79] [added: $58.33] per share, primarily through proceeds from the sale of common stock through our [removed: At-the-Market ("ATM") Program.][added: ATM program.]

The ATM program issuances during [removed: 2023] [added: 2024] included [removed: 91.7] [added: 30.2] million shares issued pursuant to forward sale confirmations.

As of December 31, [removed: 2023, 6.2] [added: 2024, 1.8] million shares of common stock subject to forward sale confirmations have been executed but not settled.

See note [removed: *11*, *Issuances of Common Stock*,] [added: *15*, *Stockholders' Equity*,] to the consolidated financial statements [added: contained in this annual report] for further details.

In [removed: January] [added: September] 2024, we issued [removed: $450.0] [added: £350.0] million of [removed: 4.750%] [added: 5.000%] senior unsecured notes due [removed: February] [added: October] 2029 and [removed: $800.0] [added: £350.0] million of [removed: 5.125%] [added: 5.250%] senior unsecured notes due [removed: February 2034.][added: September 2041.]

See note [removed: *21, Subsequent Events,*] [added: *10,* *Notes Payable*,] to the consolidated financial statements [added: contained in this annual report] for further details.

[added: See note *10,*] *Notes Payable*, to the consolidated financial statements [added: contained in this annual report] for further details.

At December 31, [removed: 2023,] [added: 2024,] we had [removed: 193] [added: 205] properties available for lease or sale out of [removed: 13,458] [added: 15,621] properties in our portfolio, which represents a [removed: 98.6%] [added: 98.7%] occupancy rate based on the number of properties in our portfolio.

Our property-level occupancy rates exclude properties with ancillary leases only, such as cell towers and billboards, [added: and] properties with possession pending, and include properties owned by unconsolidated joint ventures.

| Three months ended December 31, [removed: 2023] [added: 2024] | | | | | |

| Properties available for lease at September 30, [removed: 2023] [added: 2024] | | | [removed: 159] [added: 196] | | |

| Lease expirations (1) | | | [removed: 266] [added: 286] | | |

| Re-leases to same client | | | [removed: (164)] [added: (197)] | | |

| Re-leases to new client | | | [removed: (26)] [added: (24)] | | |

| Vacant dispositions | | | [removed: (42)] [added: (56)] | | |

| Properties available for lease at December 31, [removed: 2023] [added: 2024] | | | [removed: 193] [added: 205] | | |

Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies.

Founded in 1969, we invest in diversified commercial real estate and, as of December 31, 2024, have a portfolio of over 15,600 properties in all 50 U.S. states, the U.K., and six other countries in Europe.

Total portfolio annualized contractual rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables) on our leases as of December 31, 2024 was $4.97 billion.

As of December 31, 2024, approximately 32.4% of our total portfolio annualized contractual rent came from properties leased to our investment grade clients, their subsidiaries or affiliated companies.

As of December 31, 2024, our top 20 clients (based on percentage of total portfolio annualized contractual rent) represented approximately 36.4% of our annualized rent and 10 of these clients had investment grade credit ratings or were subsidiaries or affiliates of investment grade companies.

Approximately 91% of our annualized retail contractual rent as of December 31, 2024, was derived from our clients with a service, non-discretionary, and/or low price point component to their business.

| 3rd increase | | | May 2024 | | | | | | Jun 2024 | | | | | | $ | 0.2625 | | | | | $ | 0.0055 | |

| 2025 Dividend increases | | | | | | | | | | | | | | | | | | | | | | | |

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

On January 23, 2024, we closed on our previously announced stock-for-stock merger with Spirit.

The Merger is further described in note *2, Merger with Spirit Realty Capital, Inc.,* to the consolidated financial statements contained in this annual report.

Investments

Dispositions

During the year ended December 31, 2024, we sold 294 properties with total net proceeds received of $589.5 million.

In August 2024, we issued $500.0 million of 5.375% senior unsecured notes due September 2054.

Redemption of Preferred Stock

On September 30, 2024, we redeemed all 6.9 million shares outstanding of our 6.000% Series A Preferred Stock (“Realty Income Series A Preferred Stock”), which was converted from Spirit's outstanding preferred stock in connection with the Merger, at a redemption price of $25.00 per share, plus accrued and unpaid dividends.

For more details, see note *16, Series A Preferred Stock,* to the consolidated financial statements contained in this annual report.

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

Impact of Current Macroeconomic Conditions

We continue to monitor developments related to macroeconomic factors that could have an adverse impact on our business and our clients.

Our clients face additional challenges, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, such as with respect to labor costs.

The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.

- Asset dispositions; and

- Credit investment repayments

In addition to these sources of liquidity, we are exploring various capital diversification initiatives, including the establishment of a third-party private capital open-end fund.

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

| 4.750% Notes | | | | | | January 2024 | | | | | | February 2029 | | | | | | $ | 450.0 | | | | | 99.23 | | % | | | | 4.923 | | % |

| 5.125% Notes | | | | | | January 2024 | | | | | | February 2034 | | | | | | $ | 800.0 | | | | | 98.91 | | % | | | | 5.265 | | % |

| 5.375% Notes | | | | | | August 2024 | | | | | | September 2054 | | | | | | $ | 500.0 | | | | | 98.37 | | % | | | | 5.486 | | % |

| 5.000% Notes | | | | | | September 2024 | | | | | | October 2029 | | | | | | £ | 350.0 | | | | | 99.14 | | % | | | | 5.199 | | % |

| 5.250% Notes | | | | | | September 2024 | | | | | | September 2041 | | | | | | £ | 350.0 | | | | | 96.21 | | % | | | | 5.601 | | % |

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

*Note Repayments*

During the year ended December 31, 2024, we repaid the following notes, plus accrued and unpaid interest upon maturity:

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

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

| Note Repayments | | | | | | Date of Issuance | | | | | | Maturity Date | | | | | | Principal amount (in millions) | | |

| 4.600% Notes | | | | | | February 2014 | | | | | | February 2024 | | | | | | $ | 500.0 | |

We are structured as a REIT requiring us annually to distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to our stockholders.

The monthly dividends are supported by the cash flow generated from real estate owned under long-term net lease agreements with our commercial clients.

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.

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

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

Investments During 2023

In December 2023, we issued £300.0 million of 5.750% senior unsecured notes due December 2031 and £450.0 million of 6.000% senior unsecured notes due December 2039.

In July 2023, we issued €550.0 million of 4.875% senior unsecured notes due July 2030 and €550.0 million of 5.125% senior unsecured notes due July 2034.

In April 2023, we issued $400.0 million of 4.700% senior unsecured notes due December 2028 and $600.0 million of 4.900% senior unsecured notes due July 2033.

In January 2023, we issued $500.0 million of 5.050% senior unsecured notes due January 2026 and $600.0 million of 4.850% senior unsecured notes due March 2030.

See note *10*.

Appointment of New Chief Financial Officer and Treasurer ("CFO")

Effective January 1, 2024, Jonathan Pong was appointed Executive Vice President, CFO and Treasurer, replacing Christie Kelly, our former CFO, upon her planned retirement that was announced in June 2023.

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

Including Cineworld restructured leases that resulted in lease extensions, the recapture rate was 94.1% for the three months ended December 31, 2023.

We re-leased 20 units to new clients without a period of vacancy, and 12 units to new clients after a period of vacancy.

Including Cineworld restructured leases that resulted in lease extensions, the recapture rate was 101.1% for the year ended December 31, 2023.

We re-leased 27 units to new clients without a period of vacancy, and 39 units to new clients after a period of vacancy.

Pan European Sale and Leaseback with Decathlon SE ("Decathlon")

We entered the markets of France, Germany, and Portugal for the first time through sale-leaseback transactions with affiliates of Decathlon, a world leader in retail sporting goods and an investment grade rated company, for €527.0 million, which includes 82 retail properties located in France, Germany, Italy, Portugal, and Spain.

Investments in Unconsolidated Joint Ventures

In October 2023, we completed our previously announced $951.4 million acquisition of common and preferred interests from Blackstone Real Estate Trust, Inc. ("BREIT") in a new joint venture that owns a 95% interest in the real estate of The Bellagio Las Vegas.

The investment included $301.4 million of common equity in the joint venture in exchange for an indirect interest of 21.9% in the property and a $650.0 million preferred equity interest in the joint venture with an expected rate of return of 8.1%.

In November 2023, we established a joint venture with Digital Realty Trust, Inc. ("Digital Realty") to support the development of two build-to-suit data centers in Northern Virginia.

We invested approximately $199.8 million to acquire an 80% equity interest in the venture, while Digital Realty maintains a 20% interest.

Each partner will fund its pro rata share of the remaining $117.7 million estimated development cost for the first phase of the project, which is slated for completion in mid-2024.

See note *5, Investments in Unconsolidated Entities,* to the consolidated financial statements for further details.

We expect to fund the next twelve months of obligations through a combination of the following:

| 5.050% Notes | | | | | | January 2023 | | | | | | January 2026 | | | | | | $ | 500.0 | | | | | 99.618 | | % | | | | 5.189 | | % |

| 4.850% Notes | | | | | | January 2023 | | | | | | March 2030 | | | | | | $ | 600.0 | | | | | 98.813 | | % | | | | 5.047 | | % |

| 4.700% Notes | | | | | | April 2023 | | | | | | December 2028 | | | | | | $ | 400.0 | | | | | 98.949 | | % | | | | 4.912 | | % |

| 4.900% Notes | | | | | | April 2023 | | | | | | July 2033 | | | | | | $ | 600.0 | | | | | 98.020 | | % | | | | 5.148 | | % |

| 4.875% Notes | | | | | | July 2023 | | | | | | July 2030 | | | | | | € | 550.0 | | | | | 99.421 | | % | | | | 4.975 | | % |

| 5.125% Notes | | | | | | July 2023 | | | | | | July 2034 | | | | | | € | 550.0 | | | | | 99.506 | | % | | | | 5.185 | | % |

| 5.750% Notes | | | | | | December 2023 | | | | | | December 2031 | | | | | | £ | 300.0 | | | | | 99.298 | | % | | | | 5.862 | | % |

| 6.000% Notes | | | | | | December 2023 | | | | | | December 2039 | | | | | | £ | 450.0 | | | | | 99.250 | | % | | | | 6.075 | | % |

In January 2023, we entered into a term loan agreement, permitting us to incur multicurrency term loans, up to an aggregate of $1.5 billion in total borrowings.

As of December 31, 2023, we had $1.1 billion in multicurrency borrowings, including $90.0 million, £705.0 million, and €85.0 million in outstanding borrowings.

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: 2023.][added: 2024.]

This information is presented to evaluate the expected cash flows and sensitivity to interest rate [removed: changes (dollars in millions):][added: changes.]

The following table summarizes the maturity of our debt as of December 31, [removed: 2023] [added: 2024] (dollars in millions):

[removed: (4)Excludes] [added: (2)Excludes] net premiums and discounts recorded on mortgages payable, net premiums [added: and discounts] recorded on notes payable, [added: and] deferred financing costs on term loans, mortgages payable, notes [removed: payable, and the basis adjustment on interest rate swaps designated as fair value hedges on notes] payable.

[removed: (5)We] [added: (3)We] base the estimated fair value of our fixed rate mortgages and private senior notes payable at December 31, [removed: 2023,] [added: 2024,] on the relevant forward interest rate curve, plus an applicable credit-adjusted spread.

We base the estimated fair value of the publicly traded fixed rate senior notes and bonds at December 31, [removed: 2023,] [added: 2024,] on the indicative market prices and recent trading activity of our senior notes and bonds payable.

We believe that the carrying values of the line of credit, commercial paper borrowings, and term [removed: loan balances] [added: loans] reasonably approximate their estimated fair values at December 31, [removed: 2023.][added: 2024.]

The table above incorporates only those exposures that exist as of December 31, [removed: 2023.][added: 2024.]

At December 31, [removed: 2023,] [added: 2024,] our outstanding mortgages payable, notes, and bonds had fixed interest rates.

At December 31, [removed: 2023,] [added: 2024,] a 1% change in interest rates on our variable-rate debt would change our interest [added: rate] costs by [removed: $12.6] [added: $11.3] million.

| 2025 | | | $ | 1,893.4 | | | | | 4.22 | | % | | | | $ | 67.3 | | | | | 3.05 | | % |

| 2026 | | | 3,447.6 | | | (1) | | | 4.33 | | % | | | | 1,062.9 | | | | | | 4.41 | | % |

| 2027 | | | 2,835.9 | | | | | | 2.85 | | % | | | | — | | | | | | — | | |

| 2028 | | | 2,501.0 | | | | | | 3.19 | | % | | | | — | | | | | | — | | |

| 2029 | | | 2,388.8 | | | | | | 3.94 | | % | | | | — | | | | | | — | | |

| Thereafter | | | 12,313.9 | | | | | | 4.07 | | % | | | | — | | | | | | — | | |

| Total (2) | | | $ | 25,380.6 | | | | | 3.88 | | % | | | | $ | 1,130.2 | | | | | 4.33 | | % |

| Fair Value (3) | | | $ | 24,034.1 | | | | | | | | | | | $ | 1,130.2 | | | | | | | |

(1)In January 2024, we entered into interest rate swaps on our 2023 term loans, which fixed our per annum interest rate at 4.9% until January 2026.

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

| 2024 | | | $ | 1,840.5 | | (1) | | | 4.48 | | % | | | | $ | 764.4 | | | | | 4.37 | | % |

| 2025 | | | 1,094.0 | | | | | | 4.23 | | % | | | | — | | | | | | — | | |

| 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.

[removed: Realty Income] [added: The Company] was founded in [removed: 1969,] [added: 1969] and [removed: listed] [added: our shares of common stock trade] on the New York Stock Exchange [removed: ("NYSE": O) in 1994.][added: ("NYSE") under the symbol “O”.]

[removed: *General*][added: General*]

REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

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

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

| | | | December 31, 2024 | | | | | | December 31, 2023 | | |

| ASSETS | | | | | | | | | | | |

| Real estate held for investment, at cost: | | | | | | | | | | | |

| Land | | | $ | 17,320,520 | | | | | $ | 14,929,310 | |

| Buildings and improvements | | | 40,974,535 | | | | | | 34,657,094 | | |

| Total real estate held for investment, at cost | | | 58,295,055 | | | | | | 49,586,404 | | |

| Less accumulated depreciation and amortization | | | (7,381,083) | | | | | | (6,072,118) | | |

| Real estate held for investment, net | | | 50,913,972 | | | | | | 43,514,286 | | |

| Real estate and lease intangibles held for sale, net | | | 94,979 | | | | | | 31,466 | | |

| Cash and cash equivalents | | | 444,962 | | | | | | 232,923 | | |

| Accounts receivable, net | | | 877,668 | | | | | | 710,536 | | |

| Lease intangible assets, net | | | 6,322,992 | | | | | | 5,017,907 | | |

| Goodwill | | | 4,932,199 | | | | | | 3,731,478 | | |

| Investment in unconsolidated entities | | | 1,229,699 | | | | | | 1,172,118 | | |

| Other assets, net | | | 4,018,568 | | | | | | 3,368,643 | | |

| Total assets | | | $ | 68,835,039 | | | | | $ | 57,779,357 | |

| LIABILITIES AND EQUITY | | | | | | | | | | | |

| Distributions payable | | | $ | 238,045 | | | | | $ | 195,222 | |

| Accounts payable and accrued expenses | | | 759,416 | | | | | | 738,526 | | |

| Lease intangible liabilities, net | | | 1,635,770 | | | | | | 1,406,853 | | |

| Other liabilities | | | 923,128 | | | | | | 811,650 | | |

| Line of credit payable and commercial paper | | | 1,130,201 | | | | | | 764,390 | | |

| Term loans, net | | | 2,358,417 | | | | | | 1,331,841 | | |

| Mortgages payable, net | | | 80,784 | | | | | | 821,587 | | |

| Notes payable, net | | | 22,657,592 | | | | | | 18,602,319 | | |

| Total liabilities | | | $ | 29,783,353 | | | | | $ | 24,672,388 | |

| Commitments and contingencies (Note 21) | | | | | | | | | | | |

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

| Stockholders’ equity: | | | | | | | | | | | |

| Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 891,511 and 752,460 shares issued and outstanding as of December 31, 2024 and 2023, respectively | | | $ | 47,451,068 | | | | | $ | 39,629,709 | |

| Distributions in excess of net income | | | (8,648,559) | | | | | | (6,762,136) | | |

| Accumulated other comprehensive income | | | 38,229 | | | | | | 73,894 | | |

| Total stockholders’ equity | | | $ | 38,840,738 | | | | | $ | 32,941,467 | |

| Noncontrolling interests | | | 210,948 | | | | | | 165,502 | | |

| Total equity | | | $ | 39,051,686 | | | | | $ | 33,106,969 | |

*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.*

THE COMPANY

Realty Income, The Monthly Dividend Company®, is an S&P 500 company and member of the S&P 500 Dividend Aristocrats® index for having increased its dividend every year for over 25 consecutive years.

We invest in people and places to deliver dependable monthly dividends that increase over time.

We are structured as a real estate investment trust ("REIT"), requiring us to annually distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to our stockholders.

The monthly dividends are supported by the cash flow generated from real estate in which we own or hold interests in under long-term net lease agreements with our commercial clients.

Over the past 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.

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.

BUSINESS PHILOSOPHY AND STRATEGY

We believe that actively managing a diversified portfolio of commercial properties under long-term, net lease agreements produces consistent and predictable income.

A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance.

In addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients’ gross sales above a specified level.

We believe that a portfolio of properties under long-term net lease agreements with our commercial clients generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.

Diversification is also a key component of our investment philosophy.

We believe that diversification of the portfolio by client, industry, geography, and property type leads to more consistent and predictable income for our stockholders by reducing vulnerability that can come with any single concentration.

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

As we look to continue to expand geographically across Europe, we focus upon building relationships with new multinational clients that seek a real estate partner with an expanding geographic footprint.

Investment Strategy

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

We generally seek to own or hold interests in commercial real estate that has some or all of the following characteristics:

- Properties in markets or locations important to our clients;

- Properties with strong demographic attributes or that we deem to be profitable for our clients;

- Properties with real estate valuations that approximate replacement costs;

- Properties with rental or lease payments that approximate market rents for similar properties;

- Properties that can be purchased with the simultaneous execution or assumption of long-term net lease agreements, offering both current income and the potential for future rent increases;

- Properties that leverage relationships with clients, sellers, investors, or developers as part of a long-term strategy; and

- Properties that leverage our proprietary insights, including those in locations and geographic markets we expect to remain strong or strengthen in the future.

We typically seek to invest in properties or portfolios of properties owned or leased by clients that are already or could become leaders in their respective businesses supported by mechanisms including (but not limited to) occupancy of prime real estate locations, pricing, merchandise assortment, service, quality, economies of scale, consumer branding, e-commerce, and advertising.

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

We also undertake thorough research and analysis to identify what we consider to be appropriate property locations, clients, and industries for investment.

This research expertise is instrumental to uncovering investment opportunities in markets where we believe we can add value.

In selecting potential investments, we generally look for clients with the following attributes:

- Reliable and sustainable cash flow, including demonstrated economic resiliency;

- Revenue and cash flow from multiple sources;

- Are willing to sign a long-term lease (10 or more years); and

- Are large owners and users of real estate.

From a retail perspective, our investment strategy is to target clients that have a service, non-discretionary, and/or low-price-point component to their business.

Information regarding legal proceedings is included in note [removed: *20*,] [added: *21*,] *Commitments and Contingencies,* to the consolidated financial statements.

For the fiscal year ended December 31, [removed: 2023,] [added: 2024,] or

[removed: ][added: ]

| 4.875% Notes due 2030 | | | [removed: O30A] [added: O30B] | | | New York Stock Exchange | | |

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

At June 30, [removed: 2023,] [added: 2024,] 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: $42.3] [added: $45.9] billion based upon the last reported sale price of [removed: $59.79] [added: $52.82] per share on the New York Stock Exchange on June 30, [removed: 2023,] [added: 2024,] the last business day of the Registrant’s most recently completed second fiscal quarter.

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: 17, 2024,] [added: 13, 2025,] to be filed pursuant to Regulation 14A.

Only those portions of the proxy statement which are specifically incorporated by reference herein shall constitute a part of this [removed: annual report.][added: Annual Report on Form 10-K for the year ended December 31, 2024 (this "annual report").]

| [removed: [PART I](#ica2b9483bee1433ba104a7c7fedabfec_193)] [added: PART I] | | | | | | | | | Page | | |

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

| | | | [Item [removed: 1A:](#ica2b9483bee1433ba104a7c7fedabfec_205)] [added: 1A:](#i43b39aa514c64023bc141a2e8f9cdaa6_190)] | | | [Risk [removed: Factors](#ica2b9483bee1433ba104a7c7fedabfec_205)] [added: Factors](#i43b39aa514c64023bc141a2e8f9cdaa6_190)] | | | [removed: [8](#ica2b9483bee1433ba104a7c7fedabfec_205)] [added: [7](#i43b39aa514c64023bc141a2e8f9cdaa6_190)] | | |

| | | | [Item [removed: 1B:](#ica2b9483bee1433ba104a7c7fedabfec_208)] [added: 1B:](#i43b39aa514c64023bc141a2e8f9cdaa6_193)] | | | [Unresolved Staff [removed: Comments](#ica2b9483bee1433ba104a7c7fedabfec_208)] [added: Comments](#i43b39aa514c64023bc141a2e8f9cdaa6_193)] | | | [removed: [22](#ica2b9483bee1433ba104a7c7fedabfec_208)] [added: [21](#i43b39aa514c64023bc141a2e8f9cdaa6_193)] | | |

| | | | [Item [removed: 3:](#ica2b9483bee1433ba104a7c7fedabfec_214)] [added: 3:](#i43b39aa514c64023bc141a2e8f9cdaa6_202)] | | | [Legal [removed: Proceedings](#ica2b9483bee1433ba104a7c7fedabfec_214)] [added: Proceedings](#i43b39aa514c64023bc141a2e8f9cdaa6_202)] | | | [removed: [23](#ica2b9483bee1433ba104a7c7fedabfec_214)] [added: [22](#i43b39aa514c64023bc141a2e8f9cdaa6_202)] | | |

| | | | [Item [removed: 4:](#ica2b9483bee1433ba104a7c7fedabfec_217)] [added: 4:](#i43b39aa514c64023bc141a2e8f9cdaa6_205)] | | | [Mine Safety [removed: Disclosures](#ica2b9483bee1433ba104a7c7fedabfec_217)] [added: Disclosures](#i43b39aa514c64023bc141a2e8f9cdaa6_205)] | | | [removed: [23](#ica2b9483bee1433ba104a7c7fedabfec_217)] [added: [22](#i43b39aa514c64023bc141a2e8f9cdaa6_205)] | | |

| | | | [Item [removed: 5:](#ica2b9483bee1433ba104a7c7fedabfec_223)] [added: 5:](#i43b39aa514c64023bc141a2e8f9cdaa6_211)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ica2b9483bee1433ba104a7c7fedabfec_223)] [added: Securities](#i43b39aa514c64023bc141a2e8f9cdaa6_211)] | | | [removed: [23](#ica2b9483bee1433ba104a7c7fedabfec_223)] [added: [22](#i43b39aa514c64023bc141a2e8f9cdaa6_211)] | | |

| | | | [Item [removed: 7:](#ica2b9483bee1433ba104a7c7fedabfec_115)] [added: 7:](#i43b39aa514c64023bc141a2e8f9cdaa6_112)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ica2b9483bee1433ba104a7c7fedabfec_115)] [added: Operations](#i43b39aa514c64023bc141a2e8f9cdaa6_112)] | | | [removed: [25](#ica2b9483bee1433ba104a7c7fedabfec_115)] [added: [24](#i43b39aa514c64023bc141a2e8f9cdaa6_112)] | | |

| | | | [Item [removed: 7A:](#ica2b9483bee1433ba104a7c7fedabfec_169)] [added: 7A:](#i43b39aa514c64023bc141a2e8f9cdaa6_157)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ica2b9483bee1433ba104a7c7fedabfec_169)] [added: Risk](#i43b39aa514c64023bc141a2e8f9cdaa6_157)] | | | [removed: [44](#ica2b9483bee1433ba104a7c7fedabfec_169)] [added: [44](#i43b39aa514c64023bc141a2e8f9cdaa6_157)] | | |

| | | | [Item [removed: 8:](#ica2b9483bee1433ba104a7c7fedabfec_229)] [added: 8:](#i43b39aa514c64023bc141a2e8f9cdaa6_217)] | | | [Financial Statements and Supplementary [removed: Data](#ica2b9483bee1433ba104a7c7fedabfec_229)] [added: Data](#i43b39aa514c64023bc141a2e8f9cdaa6_217)] | | | [removed: [46](#ica2b9483bee1433ba104a7c7fedabfec_229)] [added: [46](#i43b39aa514c64023bc141a2e8f9cdaa6_217)] | | |

| | | | [Item [removed: 9:](#ica2b9483bee1433ba104a7c7fedabfec_244)] [added: 9:](#i43b39aa514c64023bc141a2e8f9cdaa6_229)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ica2b9483bee1433ba104a7c7fedabfec_244)] [added: Disclosure](#i43b39aa514c64023bc141a2e8f9cdaa6_229)] | | | [removed: [86](#ica2b9483bee1433ba104a7c7fedabfec_244)] [added: [88](#i43b39aa514c64023bc141a2e8f9cdaa6_229)] | | |

| | | | [Item [removed: 9A:](#ica2b9483bee1433ba104a7c7fedabfec_172)] [added: 9A:](#i43b39aa514c64023bc141a2e8f9cdaa6_160)] | | | [Controls and [removed: Procedures](#ica2b9483bee1433ba104a7c7fedabfec_172)] [added: Procedures](#i43b39aa514c64023bc141a2e8f9cdaa6_160)] | | | [removed: [86](#ica2b9483bee1433ba104a7c7fedabfec_172)] [added: [88](#i43b39aa514c64023bc141a2e8f9cdaa6_160)] | | |

| | | | [Item [removed: 9B:](#ica2b9483bee1433ba104a7c7fedabfec_247)] [added: 9B:](#i43b39aa514c64023bc141a2e8f9cdaa6_232)] | | | [Other [removed: Information](#ica2b9483bee1433ba104a7c7fedabfec_247)] [added: Information](#i43b39aa514c64023bc141a2e8f9cdaa6_232)] | | | [removed: [87](#ica2b9483bee1433ba104a7c7fedabfec_247)] [added: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_232)] | | |

| | | | [Item [removed: 9C:](#ica2b9483bee1433ba104a7c7fedabfec_250)] [added: 9C:](#i43b39aa514c64023bc141a2e8f9cdaa6_235)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ica2b9483bee1433ba104a7c7fedabfec_250)] [added: Inspections](#i43b39aa514c64023bc141a2e8f9cdaa6_235)] | | | [removed: [87](#ica2b9483bee1433ba104a7c7fedabfec_250)] [added: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_235)] | | |

| | | | [Item [removed: 10:](#ica2b9483bee1433ba104a7c7fedabfec_256)] [added: 10:](#i43b39aa514c64023bc141a2e8f9cdaa6_241)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ica2b9483bee1433ba104a7c7fedabfec_256)] [added: Governance](#i43b39aa514c64023bc141a2e8f9cdaa6_241)] | | | [removed: [87](#ica2b9483bee1433ba104a7c7fedabfec_256)] [added: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_241)] | | |

| | | | [Item [removed: 11:](#ica2b9483bee1433ba104a7c7fedabfec_259)] [added: 11:](#i43b39aa514c64023bc141a2e8f9cdaa6_244)] | | | [Executive [removed: Compensation](#ica2b9483bee1433ba104a7c7fedabfec_259)] [added: Compensation](#i43b39aa514c64023bc141a2e8f9cdaa6_244)] | | | [removed: [87](#ica2b9483bee1433ba104a7c7fedabfec_259)] [added: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_244)] | | |

| | | | [Item [removed: 12:](#ica2b9483bee1433ba104a7c7fedabfec_262)] [added: 12:](#i43b39aa514c64023bc141a2e8f9cdaa6_247)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ica2b9483bee1433ba104a7c7fedabfec_262)] [added: Matters](#i43b39aa514c64023bc141a2e8f9cdaa6_247)] | | | [removed: [87](#ica2b9483bee1433ba104a7c7fedabfec_262)] [added: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_247)] | | |

| | | | [Item [removed: 13:](#ica2b9483bee1433ba104a7c7fedabfec_265)] [added: 13:](#i43b39aa514c64023bc141a2e8f9cdaa6_250)] | | | [Certain [removed: Relationships,] [added: Relationships and] Related [removed: Transactions] [added: Transactions,] and Director [removed: Independence](#ica2b9483bee1433ba104a7c7fedabfec_265)] [added: Independence](#i43b39aa514c64023bc141a2e8f9cdaa6_250)] | | | [removed: [87](#ica2b9483bee1433ba104a7c7fedabfec_265)] [added: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_250)] | | |

| | | | [Item [removed: 14:](#ica2b9483bee1433ba104a7c7fedabfec_268)] [added: 14:](#i43b39aa514c64023bc141a2e8f9cdaa6_253)] | | | [Principal Accounting Fees and [removed: Services](#ica2b9483bee1433ba104a7c7fedabfec_268)] [added: Services](#i43b39aa514c64023bc141a2e8f9cdaa6_253)] | | | [removed: [87](#ica2b9483bee1433ba104a7c7fedabfec_268)] [added: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_253)] | | |

| | | | [Item [removed: 15:](#ica2b9483bee1433ba104a7c7fedabfec_187)] [added: 15:](#i43b39aa514c64023bc141a2e8f9cdaa6_175)] | | | [Exhibits and Financial Statement [removed: Schedules](#ica2b9483bee1433ba104a7c7fedabfec_187)] [added: Schedules](#i43b39aa514c64023bc141a2e8f9cdaa6_175)] | | | [removed: [88](#ica2b9483bee1433ba104a7c7fedabfec_187)] [added: [90](#i43b39aa514c64023bc141a2e8f9cdaa6_175)] | | |

| | | | [Item [removed: 16:](#ica2b9483bee1433ba104a7c7fedabfec_274)] [added: 16:](#i43b39aa514c64023bc141a2e8f9cdaa6_259)] | | | [Form 10-K [removed: Summary](#ica2b9483bee1433ba104a7c7fedabfec_274)] [added: Summary](#i43b39aa514c64023bc141a2e8f9cdaa6_259)] | | | [removed: [94](#ica2b9483bee1433ba104a7c7fedabfec_274)] [added: [96](#i43b39aa514c64023bc141a2e8f9cdaa6_259)] | | |

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

| 5.000% Notes due 2029 | | | O29B | | | New York Stock Exchange | | |

| 5.250% Notes due 2041 | | | O41 | | | New York Stock Exchange | | |

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

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

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

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

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

As of February 20, 2025, there were 891,516,161 shares of common stock outstanding.

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

December 31, 2024

| | | | [Item 1:](#i43b39aa514c64023bc141a2e8f9cdaa6_184) | | | [Business](#i43b39aa514c64023bc141a2e8f9cdaa6_184) | | | [2](#i43b39aa514c64023bc141a2e8f9cdaa6_184) | | |

| | | | [Item 1C:](#i43b39aa514c64023bc141a2e8f9cdaa6_196) | | | [Cybersecurity](#i43b39aa514c64023bc141a2e8f9cdaa6_196) | | | [21](#i43b39aa514c64023bc141a2e8f9cdaa6_196) | | |

| | | | [Item 2:](#i43b39aa514c64023bc141a2e8f9cdaa6_199) | | | [Properties](#i43b39aa514c64023bc141a2e8f9cdaa6_199) | | | [22](#i43b39aa514c64023bc141a2e8f9cdaa6_199) | | |

| [PART II](#i43b39aa514c64023bc141a2e8f9cdaa6_208) | | | | | | | | | | | |

| | | | [Item 6:](#i43b39aa514c64023bc141a2e8f9cdaa6_214) | | | [Reserved](#i43b39aa514c64023bc141a2e8f9cdaa6_214) | | | [23](#i43b39aa514c64023bc141a2e8f9cdaa6_214) | | |

| [PART III](#i43b39aa514c64023bc141a2e8f9cdaa6_238) | | | | | | | | | | | |

| [PART IV](#i43b39aa514c64023bc141a2e8f9cdaa6_256) | | | | | | | | | | | |

| [SIGNATURES](#i43b39aa514c64023bc141a2e8f9cdaa6_262) | | | | | | | | | [97](#i43b39aa514c64023bc141a2e8f9cdaa6_262) | | |

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

*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.*

THE COMPANY

Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies.

Founded in 1969, we invest in diversified commercial real estate and as of December 31, 2024, have a portfolio of over 15,600 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and six other countries in Europe.

We are known as “The Monthly Dividend Company®” and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time.

Since our founding, we have declared 656 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for the last 30 consecutive years.

Over the past 56 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.

We are structured as a real estate investment trust ("REIT") requiring us annually to distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to our stockholders.

On January 23, 2024, we closed on our merger with Spirit Realty Capital, Inc. ("Spirit", formerly NYSE: SRC), which is further described in note 2*, Merger with Spirit Realty Capital, Inc.,* to the consolidated financial statements.

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

This transaction enhanced the diversification and depth our real estate portfolio and allowed us to strengthen our longstanding relationships with existing clients and curate new ones.

BUSINESS PHILOSOPHY AND STRATEGY

We believe that actively managing a diversified portfolio of commercial properties under long-term, net lease agreements produces consistent and predictable income.

A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance.

In addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients’ gross sales above a specified level.

We believe that a portfolio of properties under long-term net lease agreements with our commercial clients generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.

Diversification is a key component of our investment philosophy.

We believe that diversification of the portfolio by client, industry, geography, and property type leads to more consistent and predictable income for our stockholders by reducing vulnerability that can come with any single concentration.

Our investment activities have led to a diversified property portfolio and as of December 31, 2024, we owned or held interests in 15,621 properties located in all 50 U.S. states, the U.K., France, Germany, Ireland, Italy, Portugal, and Spain with clients doing business in 89 industries.

As we look to continue to expand our platform globally, we focus upon building relationships with new multinational clients that seek a real estate partner with an expanding geographic footprint.

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

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

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

There were 861,123,757 shares of common stock outstanding as of February 15, 2024.

December 31, 2023

| | | | [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) | | |

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

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

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

Our [added: management team, including the] Cybersecurity Risk [removed: Committee,] [added: Committee] chaired by our Head of [removed: IT,] [added: IT] and comprised of [removed: functional leaders,] [added: executive leaders across the Company,] provides oversight, direction and guidance related to the cybersecurity risk management [removed: decisions.][added: decisions and is responsible for assessing and managing our material risks from cybersecurity threats.]

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

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.

Our common stock is traded on the [removed: NYSE] [added: New York Stock Exchange (“NYSE”)] under the ticker symbol “O.”

There were approximately [removed: 13,800] [added: 13,200] registered holders of record of our common stock as of January [removed: 31, 2024.][added: 30, 2025.]

During the three months ended December 31, [removed: 2023,] [added: 2024,] the following shares of stock were withheld for state and federal payroll taxes on the vesting of employee stock awards, as permitted under the Realty Income 2021 Incentive Award Plan, (the "2021 Plan"):

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

| October 1, 2024 — October 31, 2024 | | | | | | 221 | | | | | | $ | 62.95 | |

| November 1, 2024 — November 30, 2024 | | | | | | 1,234 | | | | | | $ | 56.96 | |

| December 1, 2024 — December 31, 2024 | | | | | | 8,485 | | | | | | $ | 53.50 | |

| Total | | | | | | 9,940 | | | | | | $ | 54.14 | |

| 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 | |

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

| A. | | | [Reports of Independent Registered Public Accounting [removed: Firm](#ica2b9483bee1433ba104a7c7fedabfec_235)] [added: Firm](#i43b39aa514c64023bc141a2e8f9cdaa6_223)] | | |

| B. | | | [Consolidated Balance Sheets, December 31, [removed: 202](#ica2b9483bee1433ba104a7c7fedabfec_19)[3](#ica2b9483bee1433ba104a7c7fedabfec_19) [and 202](#ica2b9483bee1433ba104a7c7fedabfec_19)[2](#ica2b9483bee1433ba104a7c7fedabfec_19)] [added: 2024 and](#i43b39aa514c64023bc141a2e8f9cdaa6_19) [December 31,](#i43b39aa514c64023bc141a2e8f9cdaa6_19) [2023](#i43b39aa514c64023bc141a2e8f9cdaa6_19)] | | |

| C. | | | [Consolidated Statements of Income and Comprehensive Income, Years ended December 31, [removed: 202](#ica2b9483bee1433ba104a7c7fedabfec_22)[3](#ica2b9483bee1433ba104a7c7fedabfec_22)[, 202](#ica2b9483bee1433ba104a7c7fedabfec_22)[2](#ica2b9483bee1433ba104a7c7fedabfec_22)[,] [added: 2024, 2023,] and [removed: 202](#ica2b9483bee1433ba104a7c7fedabfec_22)[1](#ica2b9483bee1433ba104a7c7fedabfec_22)] [added: 2022](#i43b39aa514c64023bc141a2e8f9cdaa6_25)] | | |

| D. | | | [Consolidated Statements of Equity, Years ended December 31, [removed: 202](#ica2b9483bee1433ba104a7c7fedabfec_28)[3](#ica2b9483bee1433ba104a7c7fedabfec_28)[, 202](#ica2b9483bee1433ba104a7c7fedabfec_28)[2](#ica2b9483bee1433ba104a7c7fedabfec_28)[,] [added: 2024, 2023,] and [removed: 20](#ica2b9483bee1433ba104a7c7fedabfec_28)[21](#ica2b9483bee1433ba104a7c7fedabfec_28)] [added: 2022](#i43b39aa514c64023bc141a2e8f9cdaa6_31)] | | |

| E. | | | [Consolidated Statements of Cash Flows, Years ended December 31, [removed: 202](#ica2b9483bee1433ba104a7c7fedabfec_31)[3](#ica2b9483bee1433ba104a7c7fedabfec_31)[, 202](#ica2b9483bee1433ba104a7c7fedabfec_31)[2](#ica2b9483bee1433ba104a7c7fedabfec_31)[,] [added: 2024, 2023,] and [removed: 20](#ica2b9483bee1433ba104a7c7fedabfec_31)[21](#ica2b9483bee1433ba104a7c7fedabfec_31)] [added: 2022](#i43b39aa514c64023bc141a2e8f9cdaa6_34)] | | |

| F. | | | [Notes to Consolidated Financial [removed: Statements](#ica2b9483bee1433ba104a7c7fedabfec_34)] [added: Statements](#i43b39aa514c64023bc141a2e8f9cdaa6_37)] | | |

| G. | | | [Schedule III Real Estate and Accumulated [removed: Depreciation](#ica2b9483bee1433ba104a7c7fedabfec_280)] [added: Depreciation](#i43b39aa514c64023bc141a2e8f9cdaa6_265)] | | |

We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 21, 2024] [added: 25, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Evaluation of the Fair Value of [removed: Land in Real Estate Acquisitions*][added: Acquired Land*]

As discussed in [removed: Note] [added: Notes 2 and] 4 to the consolidated financial statements, during [removed: 2023] [added: 2024] the Company acquired [removed: $8.2] [added: $10.1] billion of real estate properties.

As discussed in Note 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 [removed: relative] fair values.

We identified the evaluation of the fair value of [added: acquired] land [removed: in real estate acquisitions] as a critical audit matter.

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

We have audited Realty Income Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (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: 2023,] [added: 2024,] based on criteria established in *Internal Control – Integrated Framework (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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 21, 2024] [added: 25, 2025] expressed an unqualified opinion on those consolidated financial statements.

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

February 25, 2025

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

February 25, 2025

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

| | | | | | |

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

February 21, 2024

REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

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

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

| | | | December 31, 2023 | | | | | | December 31, 2022 | | |

| ASSETS | | | | | | | | | | | |

| Real estate held for investment, at cost: | | | | | | | | | | | |

| Land | | | $ | 14,929,310 | | | | | $ | 12,948,835 | |

| Buildings and improvements | | | 34,657,094 | | | | | | 29,707,751 | | |

| Total real estate held for investment, at cost | | | 49,586,404 | | | | | | 42,656,586 | | |

| Less accumulated depreciation and amortization | | | (6,072,118) | | | | | | (4,904,165) | | |

| Real estate held for investment, net | | | 43,514,286 | | | | | | 37,752,421 | | |

| Real estate and lease intangibles held for sale, net | | | 31,466 | | | | | | 29,535 | | |

| Cash and cash equivalents | | | 232,923 | | | | | | 171,102 | | |

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

| Lease intangible assets, net | | | 5,017,907 | | | | | | 5,168,366 | | |

| Goodwill | | | 3,731,478 | | | | | | 3,731,478 | | |

| Investment in unconsolidated entities | | | 1,172,118 | | | | | | — | | |

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

| Total assets | | | $ | 57,779,357 | | | | | $ | 49,673,092 | |

| LIABILITIES AND EQUITY | | | | | | | | | | | |

| Distributions payable | | | $ | 195,222 | | | | | $ | 165,710 | |

| Accounts payable and accrued expenses | | | 738,526 | | | | | | 399,137 | | |

| Lease intangible liabilities, net | | | 1,406,853 | | | | | | 1,379,436 | | |

| Other liabilities | | | 811,650 | | | | | | 774,787 | | |

| Line of credit payable and commercial paper | | | 764,390 | | | | | | 2,729,040 | | |

| Term loan, net | | | 1,331,841 | | | | | | 249,755 | | |

| Mortgages payable, net | | | 821,587 | | | | | | 853,925 | | |

| Notes payable, net | | | 18,602,319 | | | | | | 14,278,013 | | |

| Total liabilities | | | 24,672,388 | | | | | | 20,829,803 | | |

| Commitments and contingencies (Note 20) | | | | | | | | | | | |

| Stockholders’ equity: | | | | | | | | | | | |

| Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 752,460 and 660,300 shares issued and outstanding as of December 31, 2023, and December 31, 2022, respectively | | | 39,629,709 | | | | | | 34,159,509 | | |

| Distributions in excess of net income | | | (6,762,136) | | | | | | (5,493,193) | | |

| Accumulated other comprehensive income | | | 73,894 | | | | | | 46,833 | | |

| Total stockholders’ equity | | | 32,941,467 | | | | | | 28,713,149 | | |

[removed: As of and for the quarter ended December 31, 2023, we] [added: We] carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and [removed: procedures,] [added: procedures as of December 31, 2024,] 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: 2023] [added: 2024] our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Management has used the framework set forth in the report entitled “Internal [removed: Control--Integrated] [added: Control-Integrated] Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting.

Submitted on February [removed: 21, 2024] [added: 25, 2025] by,

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023,] [added: 2024,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

*Director and Officer Trading [removed: Arrangements*][added: Arrangements and Policies*]

During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.”

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: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

Realty Income Corporation has adopted insider trading policies and procedures applicable to our directors, officers, and employees, that we believe are reasonably designed to promote compliance with insider trading laws, and regulations, and the listing standards of the New York Stock Exchange.

A copy of our policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] 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 “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: December 31, 2023]

Years ended December 31, [added: 2024,] 2023, [removed: 2022] and [removed: 2021][added: 2022]

| [removed: 2.1] [added: 10.7+] | | | | | | [removed: [Agreement and Plan of Merger, dated as of April 29, 2021, by and among] [added: [First Amendment to the] Realty Income [removed: Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT Operating Partnership, L.P] [added: Corporation 2021 Incentive Award Plan] (filed as exhibit [removed: 2.1] [added: 10.1] to the Company's Form 8-K, filed on [removed: April 30,] [added: November 1,] 2021 (File No. [removed: 001-13374),] [added: 001-13374)] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921058137/tm2114533d10_ex2-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921132405/tm2128361d8_ex10-1.htm)] | | | | | |

| [removed: 2.2] [added: 10.22] | | | | | | [First Amendment to [removed: Agreement] [added: the Second Amended] and [removed: Plan of Merger,] [added: Restated Credit Agreement] dated [removed: as of June 25, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc. and VEREIT Operating Partnership, L.P] [added: December 22, 2021] (filed as exhibit [removed: 2.1] [added: 10.1] to the Company's Form 8-K, filed on [removed: June 25,] [added: December 28,] 2021 (File No. [removed: 001-13374),] [added: 001-13374)] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921085706/tm2120465d6_ex2-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921153939/tm2136235d1_ex10-1.htm)] | | | | | |

| [removed: 2.3] [added: 97.1+] | | | | | | [removed: [Agreement and Plan] [added: [Realty Income Corporation Policy for Recovery] of [removed: Merger,] [added: Erroneously Awarded Compensation,] dated [removed: as of] October [removed: 29, 2023, by and among Realty Income Corporation, Saints MD Acquisition Sub, Inc. and Spirit Realty Capital, Inc.] [added: 2, 2023] (filed as exhibit [removed: 2.1] [added: 97.1] to the Company's Form [removed: 8-K,] [added: 10-K,] filed on [removed: October 30,] [added: February 22,] 2023 [added: (File No. 001-13374)] and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923112361/tm2329370d1_ex2-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672824000047/exhibit971-policyforrecove.htm)] | | | | | |

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

| 3.7 | | | | | | [Articles of [removed: Amendment](https://www.sec.gov/Archives/edgar/data/726728/000072672822000063/exhibit311.htm) [dated] [added: Amendment 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 [added: incorporated] herein by reference.](https://www.sec.gov/Archives/edgar/data/726728/000072672822000063/exhibit311.htm) | | | | | |

| 4.1 | | | | | | [Indenture dated as of October 28, 1998 between the Company and The Bank of New York (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/0001047469-98-038356.txt)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/0001047469-98-038356.txt)] | | | | | |

| 4.30 | | | | | | [Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021](https://www.sec.gov/Archives/edgar/data/726728/000110465921091468/tm2120465d15_ex4-4.htm) [(File No. [removed: 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm)[and] [added: 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465921091468/tm2120465d15_ex4-4.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921091468/tm2120465d15_ex4-4.htm)] | | | | | |

| 4.31 | | | | | | [Form of 1.750% Notes due 2033 (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 13, 2021](https://www.sec.gov/Archives/edgar/data/726728/000110465921091468/tm2120465d15_ex4-4.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465921091468/tm2120465d15_ex4-4.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921091468/tm2120465d15_ex4-4.htm)] | | | | | |

| 4.53 | | | | | | [Form of 5.625% Notes due October 13, 2032. (filed as exhibit 4.2 to the Company's Form 8-K, filed on October 13, 2022 (File No. 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/726728/000110465922108515/tm2228095d1_ex4-3.htm)] | | | | | |

| 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 [removed: reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465922108515/tm2228095d1_ex4-3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465922108515/tm2228095d1_ex4-3.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 [removed: 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)] [added: reference).](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 [removed: reference](https://www.sec.gov/Archives/edgar/data/726728/000110465924004101/tm243408d1_ex4-4.htm)).] [added: reference](https://www.sec.gov/Archives/edgar/data/726728/000110465924004101/tm243408d1_ex4-4.htm)[).](https://www.sec.gov/Archives/edgar/data/726728/000110465924004101/tm243408d1_ex4-4.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 [removed: 4.3] [added: 4.2] 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 [removed: 4.3] [added: 4.2] 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 [removed: herein)](https://www.sec.gov/Archives/edgar/data/1308606/000119312521067619/d97293dex43.htm)[.](https://www.sec.gov/Archives/edgar/data/1308606/000119312521067619/d97293dex43.htm)] [added: herein).](https://www.sec.gov/Archives/edgar/data/1308606/000119312521067619/d97293dex43.htm)] | | | | | |

| [removed: 4.87] [added: 10.5+] | | | | | | [removed: [Form] [added: [Realty Income Corporation Deferred Compensation Plan, effective as] of [removed: Specimen Certificate for Realty Income’s 6.000% Series A Cumulative Redeemable Preferred Stock] [added: December 1, 2024] (filed as exhibit [removed: no. 4.1] [added: 10.1] to the [removed: Company’s] [added: Company's] Form [removed: 8-A12B,] [added: 8-K,] filed on [removed: January 22,] [added: November 26,] 2024 (File No. 001-13374) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924005341/tm243768d2_ex4-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924123089/tm2429405d3_ex10-1.htm)] | | | | | |

| [removed: 4.88*] [added: 4.92*] | | | | | | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/726728/000072672824000047/exhibit488-descriptionofse.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/726728/000072672825000055/exhibit492-descriptionofse.htm)] | | | | | |

| [removed: 10.1+] [added: 10.6+] | | | | | | [Realty Income Corporation [removed: 2012] [added: 2021] Incentive Award Plan (filed as Appendix B to the [removed: Company’s] [added: Company's] Proxy Statement on Schedule 14A filed on [removed: March 30, 2012] [added: April 01, 2021] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465912022678/a12-1715_1def14a.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000114036121011229/nc10020951x1_def14a.htm)] | | | | | |

| [removed: 10.2+] [added: 10.14+] | | | | | | [Form of Restricted Stock Agreement for [removed: Employees] [added: Executive Officers] under the Realty Income Corporation [removed: 2012] [added: 2021] Incentive Award Plan (filed as exhibit [removed: 10.1] [added: 10.25] to the [removed: Company’s] [added: Company's] Form [removed: 8-K,] [added: 10-K,] filed on [removed: January 8, 2013] [added: February 22, 2023] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000118143113002424/rrd362514_38985.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1025202210-k.htm)] | | | | | |

| [removed: 10.3+] [added: 10.9+] | | | | | | [Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation [removed: 2012] [added: 2021] Incentive Award Plan (filed as [removed: exhibit] [added: Exhibit] 10.2 to the [removed: Company’s] [added: Company's Registration Statement on] Form [removed: 8-K,] [added: S-8] filed on [removed: January 8, 2013] [added: May 18, 2021] (File No. [removed: 001-13374)] [added: 333-256254)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000118143113002424/rrd362514_38984.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921068844/tm2116169d1_ex10-2.htm)] | | | | | |

| [removed: 10.4+] [added: 10.3+] | | | | | | [Form of [removed: Addendum to Restricted Stock] [added: Participation] Agreement [added: to Realty Income Executive Severance Plan dated January 15, 2019] (filed as exhibit 10.2 to the [removed: Company’s] [added: Company's] Form 8-K, filed on [removed: June 19, 2013] [added: January 18, 2019] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465913050148/a13-14932_1ex10d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672819000017/executiveseveranceplan-for.htm)] | | | | | |

| [removed: 10.5+] [added: 10.21] | | | | | | [removed: [Amended] [added: [Second Amended] and Restated [removed: Form Indemnification Agreement, between the Company and each executive officer and each director of the Board of Directors of the Company] [added: Credit Agreement dated August 7, 2019] (filed as exhibit 10.1 to the [removed: Company’s] [added: Company's] Form 8-K, filed on [removed: October 30, 2014] [added: August 12, 2019] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914075331/a14-23354_1ex10d1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000141057819000752/tv527336_ex10-1.htm)] | | | | | |

| [removed: 10.6+] [added: 10.2+] | | | | | | [removed: [Form of Performance Share Award Agreement] [added: [Realty Income Executive Severance Plan dated January 15, 2019] (filed as exhibit 10.1 to the [removed: Company’s] [added: Company's] Form [removed: 10-Q,] [added: 8-K,] filed on [removed: April 30, 2015] [added: January 18, 2019] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465915032388/a15-7136_1ex10d1.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672819000017/realtyincomecorporation-ex.htm)] | | | | | |

| [removed: 10.7+] [added: 10.1+] | | | | | | [Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on February [removed: 23, 2015,] [added: 16, 2024,] as a prospectus supplement to the [removed: Company’s] [added: Company's] prospectus dated February [removed: 22, 2013] [added: 16, 2024] (File No. [removed: 333-186788)] [added: 333-277150)] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000104746915001019/a2223138z424b5.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924025009/tm246284-5_424b5.htm#TOC)] | | | | | |

| [removed: 10.9+] [added: 10.10+] | | | | | | [Form of Restricted Stock Agreement [added: for Executives under the Realty Income Corporation 2021 Incentive Award Plan] (filed as exhibit [removed: 10.30] [added: 10.21] to the Company’s Form 10-K for the year ended December 31, [removed: 2015,] [added: 2021,] filed on February [removed: 11, 2016] [added: 23, 2022] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916095923/a15-23382_1ex10d30.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102110-k.htm)] | | | | | |

| [removed: 10.10+] [added: 10.11+] | | | | | | [Form of Restricted Stock Unit [removed: Award] Agreement [added: for Senior Vice Presidents and Executives under the Realty Income Corporation 2021 Incentive Award Plan] (filed as exhibit [removed: 10.31] [added: 10.22] to the Company’s Form 10-K for the year ended December 31, [removed: 2015,] [added: 2022,] filed on February [removed: 11, 2016 (file] [added: 23, 2022 (File] No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916095923/a15-23382_1ex10d31.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102210-k.htm).] | | | | | |

| [removed: 10.11+] [added: 10.15+] | | | | | | [removed: [First Amendment to] [added: [Form of Performance Share Award Agreement for Executive Officers under the] Realty Income Corporation [removed: 2012] [added: 2021] Incentive Award [removed: Plan.] [added: Plan] (filed as exhibit [removed: 10.33] [added: 10.27] to the [removed: Company’s] [added: Company's] Form 10-K, filed on February [removed: 23, 2017] [added: 22, 2023] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917011170/a17-1163_1ex10d33.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1027202210-k.htm)] | | | | | |

| 10.12+ | | | | | | [removed: [Second Amendment to] [added: [Form of November 15, 2021 Performance Share Award Agreement under the] Realty Income Corporation [removed: 2012] [added: 2021] Incentive Award Plan (filed as exhibit [removed: 10.1] [added: 10.23] to the Company’s Form [removed: 8-K,] [added: 10-K for the year ended December 31, 2022,] filed on February [removed: 17, 2017] [added: 23, 2022] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672817000042/exhibit10secondamendment.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102310-k.htm)] | | | | | |

| 10.13+ | | | | | | [Form of Performance Share Award Agreement [added: under the Realty Income Corporation 2021 Incentive Award Plan] (filed as exhibit [removed: 10.3] [added: 10.24] to the Company’s Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2017,] [added: 2022,] filed on [removed: April 30, 2017] [added: February 23, 2022] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917026354/a17-8901_1ex10d3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102410-k.htm)] | | | | | |

| [removed: 10.14+] [added: 10.4+] | | | | | | [Realty Income [removed: Executive Severance Plan dated January 15, 2019] [added: Corporation Retirement Policy, effective as of November 7, 2022] (filed as exhibit [removed: 10.1] [added: 10.29] to the Company's Form [removed: 8-K,] [added: 10-K,] filed on [removed: January 18, 2019] [added: February 22, 2023] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672819000017/realtyincomecorporation-ex.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1029202210-k.htm)] | | | | | |

| [removed: 10.15+] [added: 10.28] | | | | | | [removed: [Form of Participation Agreement] [added: [Amendment and Restatement] to [removed: Realty Income Executive Severance Plan] [added: Term Loan Agreement,] dated January [removed: 15, 2019] [added: 22, 2024, by and among Realty Income Corporation, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent] (filed as exhibit [added: no.] 10.2 to the [removed: Company's] [added: Company’s] Form 8-K, filed on January [removed: 18, 2019] [added: 24, 2024] (File No. 001-13374) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672819000017/executiveseveranceplan-for.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex10-2.htm)] | | | | | |

| [removed: 10.16+] [added: 10.26] | | | | | | [removed: [Severance Agreement and General Release] [added: [Term Loan Agreement,] dated January [removed: 29, 2020] [added: 6, 2023, by and among Realty Income Corporation, as borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as administrative agent] (filed as exhibit 10.1 to the [removed: Company's] [added: Company’s] Form 8-K, filed on January [removed: 30, 2020] [added: 6, 2023] (File No. 001-13374) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672820000016/exhibit101torealtyinco.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923001852/tm231561d1_ex10-1.htm)] | | | | | |

| [removed: 10.17+] [added: 10.27] | | | | | | [removed: [Participation Agreement] [added: [Amendment and Restatement] to [removed: Realty Income Executive Severance Plan,] [added: Term Loan Agreement,] dated [removed: as of October 12, 2020,] [added: January 22, 2024,] by and [removed: between] [added: among] Realty Income [removed: Corporation] [added: Corporation, as Borrower, the lender parties thereto, as lenders,] and [removed: Christie B. Kelly.] [added: Wells Fargo Bank, National Association, as Administrative Agent] (filed as exhibit [added: no.] 10.1 to the Company’s Form 8-K, filed on [removed: October 13, 2020] [added: January 24, 2024] (File No. 001-13374) and incorporated herein by [removed: reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465920114521/tm2033057d1_ex10-1.htm).] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex10-1.htm)] | | | | | |

| [removed: 10.20+] [added: 10.18*+] | | | | | | [Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award [removed: Plan (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-8 filed on May 18, 2021 (File No. 333-256254) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921068844/tm2116169d1_ex10-2.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/726728/000072672825000055/exhibit10182024x2021incent.htm)] | | | | | |

| [removed: 10.21+] [added: 10.19*+] | | | | | | [Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award [removed: Plan (filed as exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2021, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102110-k.htm)] [added: Plan.](https://www.sec.gov/Archives/edgar/data/726728/000072672825000055/exhibit10192024x2021incent.htm)] | | | | | |

| [removed: 10.22+] [added: 10.17*+] | | | | | | [Form of [added: Deferred] Restricted Stock Unit Agreement for [removed: Senior] [added: Executive] Vice Presidents [removed: and Executives] under the Realty Income Corporation 2021 Incentive Award [removed: Plan (filed as exhibit 10.22 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102210-k.htm).] [added: Plan.](https://www.sec.gov/Archives/edgar/data/726728/000072672825000055/exhibit10172024x2021incent.htm)] | | | | | |

| [removed: 10.30] [added: 10.20] | | | | | | [Consent Letter, dated July 20, 2021, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as Exhibit 10.1 to the Company's Form 8-K filed on July 22, 2021 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921094961/tm2122993d1_ex10-1.htm) | | | | | |

| [removed: 10.31] [added: 10.24] | | | | | | [removed: [Second] [added: [First Amendment to Third] Amended and Restated Credit [removed: Agreement] [added: Agreement,] dated [removed: August 7, 2019] [added: 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 [added: no.] 10.1 to the [removed: Company's] [added: Company’s] Form [removed: 8-K,] [added: 8-K] filed on [removed: August 12, 2019] [added: December 21, 2023] (File No. 001-13374) and incorporated herein by [removed: reference).](https://www.sec.gov/Archives/edgar/data/726728/000141057819000752/tv527336_ex10-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923128199/tm2333451d1_ex10-1.htm)] | | | | | |

Years ended December 31, 2024, 2023, and 2022

Years ended December 31, 2024, 2023, and 2022

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

| 4.87 | | | | | | [Form of 5.375% Note due 2054 issued on August 26, 2024 (](https://www.sec.gov/Archives/edgar/data/726728/000110465924092884/tm2422587d1_ex4-3.htm)[filed as exhibit 4.2 and contained in exhibit 4.3 to the Company's Form 8-K, filed on August 26, 2024 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923045565/tm2311060d5_ex4-4.htm)[.](https://www.sec.gov/Archives/edgar/data/726728/000110465924092884/tm2422587d1_ex4-3.htm) | | | | | |

| 4.88 | | | | | | [Officers’ Certificate dated August 26, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.375% Notes due 2054” and including the form of debt security (](https://www.sec.gov/Archives/edgar/data/726728/000110465924092884/tm2422587d1_ex4-3.htm)[filed as exhibit 4.3 to the Company's Form 8-K, filed on August 26, 2024 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923045565/tm2311060d5_ex4-4.htm)[.](https://www.sec.gov/Archives/edgar/data/726728/000110465924092884/tm2422587d1_ex4-3.htm) | | | | | |

| 4.89 | | | | | | [Form of 5.000% Note due 2029 issued on September 4, 2024 (](https://www.sec.gov/Archives/edgar/data/726728/000110465924096617/tm2422541d6_ex4-4.htm)[filed as exhibit 4.2 and contained in 4.4 to the Company's Form 8-K, filed on September 4, 2024 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923045565/tm2311060d5_ex4-4.htm)[.](https://www.sec.gov/Archives/edgar/data/726728/000110465924092884/tm2422587d1_ex4-3.htm) | | | | | |

| 4.90 | | | | | | [Form of 5.250% Note due 2041 issued on September 4, 2024 (](https://www.sec.gov/Archives/edgar/data/726728/000110465924096617/tm2422541d6_ex4-4.htm)[filed as exhibit 4.3 and contained in exhibit 4.4 to the Company's Form 8-K, filed on September 4, 2024 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923045565/tm2311060d5_ex4-4.htm)[.](https://www.sec.gov/Archives/edgar/data/726728/000110465924092884/tm2422587d1_ex4-3.htm) | | | | | |

| 4.91 | | | | | | [Officers’ Certificate dated September 4, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.000% Notes due 2029” and a new series of debt securities entitled “5.250% Notes due 2041” and including the forms of debt securities of each such series (](https://www.sec.gov/Archives/edgar/data/726728/000110465924096617/tm2422541d6_ex4-4.htm)[filed as exhibit 4.4 to the Company's Form 8-K, filed on September 4, 2024 (File No. 001-13374) and incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/726728/000110465923045565/tm2311060d5_ex4-4.htm)[.](https://www.sec.gov/Archives/edgar/data/726728/000110465924092884/tm2422587d1_ex4-3.htm) | | | | | |

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

| 10.8*+ | | | | | | [Second Amendment to the Realty Income Corporation 2021 Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/726728/000072672825000055/exhibit108-secondamendment.htm) | | | | | |

| 10.16*+ | | | | | | [Form of Deferred Restricted Stock Unit Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan.](https://www.sec.gov/Archives/edgar/data/726728/000072672825000055/exhibit10162024x2021incent.htm) | | | | | |

[Table of](#i43b39aa514c64023bc141a2e8f9cdaa6_10) [Contents](#i43b39aa514c64023bc141a2e8f9cdaa6_10)

| Insider Trading Policy | | | | | | | | | | | |

| 19.1* | | | | | | [Insider Trading Compliance Policy.](https://www.sec.gov/Archives/edgar/data/726728/000072672825000055/exhibit191-insidertradingc.htm) | | | | | |

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

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

| 10.8+ | | | | | | [Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on July 30, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No. 333-186788) and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000104746915006440/a2225359z424b5.htm) | | | | | |

| 10.18+ | | | | | | [Realty Income Corporation 2021 Incentive Award Plan (filed as Appendix B to the Company's Proxy Statement on Schedule 14A filed on April 01, 2021 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000114036121011229/nc10020951x1_def14a.htm) | | | | | |

| 10.19+ | | | | | | [First Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.1 to the Company's Form 8-K, filed on November 1, 2021 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465921132405/tm2128361d8_ex10-1.htm) | | | | | |

| 10.23+ | | | | | | [Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102310-k.htm) | | | | | |

| 10.24+ | | | | | | [Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672822000046/a2021exhibit102410-k.htm) | | | | | |

| 10.25+ | | | | | | [Form of Restricted Stock Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.25 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1025202210-k.htm) | | | | | |

| 10.26+ | | | | | | [Form of Restricted Stock Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.26 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1026202210-k.htm) | | | | | |

| 10.27+ | | | | | | [Form of Performance Share Award Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.27 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1027202210-k.htm) | | | | | |

| 10.28+ | | | | | | [Form of Performance Share Award Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.28 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1028202210-k.htm) | | | | | |

| 10.29+ | | | | | | [Realty Income Corporation Retirement Policy, effective as of November 7, 2022 (filed as exhibit 10.29 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000072672823000044/exhibit1029202210-k.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) | | | | | |

| 10.35 | | | | | | [First Amendment to Term Loan Agreement, dated December 21, 2023, by and among the Company, as Borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as Administrative Agent (filed as exhibit no. 10.2 to the Company’s Form 8-K filed on December 21, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923128199/tm2333451d1_ex10-2.htm) | | | | | |

| 10.36 | | | | | | [Term Loan Agreement, dated January 6, 2023, by and among Realty Income Corporation, as borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as administrative agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 6, 2023 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465923001852/tm231561d1_ex10-1.htm) | | | | | |

| 10.37 | | | | | | [Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit no. 10.1 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex10-1.htm) | | | | | |

| 10.38 | | | | | | [Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit no. 10.2 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924006077/tm243768d1_ex10-2.htm) | | | | | |

| 97.1*+ | | | | | | [Realty Income Corporation Policy for Recovery of Erroneously Awarded Compensation, dated October 2, 2023](https://www.sec.gov/Archives/edgar/data/726728/000072672824000047/exhibit971-policyforrecove.htm)[.](https://www.sec.gov/Archives/edgar/data/726728/000072672824000047/exhibit971-policyforrecove.htm) | | | | | |

| By: | | | /s/SUMIT ROY | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/MICHAEL D. MCKEE | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/PRISCILLA ALMODOVAR | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/JACQUELINE BRADY | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/A. LARRY CHAPMAN | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/REGINALD H. GILYARD | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/MARY HOGAN PREUSSE | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/PRIYA CHERIAN HUSKINS | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/GERARDO I. LOPEZ | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/GREGORY T. MCLAUGHLIN | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| By: | | | /s/JONATHAN PONG | | | | | | | | | Date: February [removed: 21, 2024] [added: 25, 2025] | | |

| | | | Senior Vice President, [removed: Controller, Principal] [added: Chief] Accounting Officer | | | | | | | | | | | |

| Advertising | | | 4 | | | $— | | | $18,677 | | | $70,647 | | | $— | | | $— | | | | | | $18,677 | | | $70,647 | | | $89,324 | | | [removed: $5,541] [added: $7,578] | | | 1990 | | | \- | | | 2009 | | | 3/26/2021 | | | \- | | | 11/1/2021 | | | | | |

| Beverage | | | 18 | | | — | | | 183,323 | | | 185,539 | | | [removed: —] [added: 90] | | | — | | | | | | 183,323 | | | [removed: 185,539] [added: 185,629] | | | [removed: 368,862] [added: 368,952] | | | [removed: 61,713] [added: 69,119] | | | 1950 | | | \- | | | 2020 | | | 6/25/2010 | | | \- | | | 6/28/2022 | | | | | |

| Gaming | | | 1 | | | — | | | 419,464 | | | 1,277,403 | | | — | | | — | | | | | | 419,464 | | | 1,277,403 | | | 1,696,867 | | | [removed: 39,539] [added: 76,036] | | | 2019 | | | \- | | | 2019 | | | 12/1/2022 | | | \- | | | 12/1/2022 | | | | | |

| Health and Beauty | | | 8 | | | — | | | 6,696 | | | 49,339 | | | [removed: 2,542] [added: 8,149] | | | — | | | | | | 6,696 | | | [removed: 51,881] [added: 57,488] | | | [removed: 58,577] [added: 64,184] | | | [removed: 8,221] [added: 9,729] | | | 1999 | | | \- | | | 2017 | | | 2/23/1999 | | | \- | | | 3/22/2023 | | | | | |

| Jewelry | | | 5 | | | — | | | 5,367 | | | 58,688 | | | — | | | — | | | | | | 5,367 | | | 58,688 | | | 64,055 | | | [removed: 7,596] [added: 9,877] | | | 1997 | | | \- | | | 2008 | | | 1/22/2013 | | | \- | | | 11/1/2021 | | | | | |

| Machinery | | | 4 | | | — | | | 6,577 | | | 69,225 | | | [removed: —] [added: 86] | | | — | | | | | | 6,577 | | | [removed: 69,225] [added: 69,311] | | | [removed: 75,802] [added: 75,888] | | | [removed: 8,837] [added: 10,965] | | | 1969 | | | \- | | | 2021 | | | 7/31/2012 | | | \- | | | 3/22/2023 | | | | | |

| Paper | | | 2 | | | [removed: —] [added: $—] | | | [removed: 2,462] [added: $2,462] | | | [removed: 11,935] [added: $11,935] | | | [removed: 45] [added: $45] | | | [removed: —] [added: $—] | | | | | | [removed: 2,462] [added: $2,462] | | | [removed: 11,980] [added: $11,980] | | | [removed: 14,442] [added: $14,442] | | | [removed: 5,122] [added: $5,544] | | | 2002 | | | \- | | | 2006 | | | 5/2/2011 | | | \- | | | 12/21/2012 | | | | | |

| Shoe Stores | | | 6 | | | — | | | 6,992 | | | 41,985 | | | 341 | | | 215 | | | | | | 6,992 | | | 42,541 | | | 49,533 | | | [removed: 14,544] [added: 15,778] | | | 1990 | | | \- | | | 2008 | | | 3/26/1998 | | | \- | | | 12/22/2021 | | | | | |

| Warehousing and Storage | | | 2 | | | — | | | 1,442 | | | 15,178 | | | — | | | — | | | | | | 1,442 | | | 15,178 | | | 16,620 | | | [removed: 3,390] [added: 3,823] | | | 1979 | | | \- | | | 2007 | | | 1/22/2013 | | | \- | | | 11/1/2021 | | | | | |

| Automotive Parts | | | 2 | | | — | | | [removed: 3,918] [added: 3,854] | | | [removed: 7,737] [added: 7,604] | | | [removed: —] [added: 50] | | | — | | | | | | [removed: 3,918] [added: 3,854] | | | [removed: 7,737] [added: 7,654] | | | [removed: 11,655] [added: 11,508] | | | [removed: 204] [added: 505] | | | 1980 | | | \- | | | 1996 | | | 6/17/2022 | | | \- | | | 9/28/2023 | | | | | |

| Automotive Tire Services | | | 3 | | | — | | | [removed: 1,707] [added: 1,678] | | | [removed: 5,206] [added: 5,117] | | | — | | | — | | | | | | [removed: 1,707] [added: 1,678] | | | [removed: 5,206] [added: 5,117] | | | [removed: 6,913] [added: 6,795] | | | [removed: 581] [added: 776] | | | 1974 | | | \- | | | 1994 | | | 3/9/2021 | | | \- | | | 3/9/2021 | | | | | |

| Health and Fitness | | | 2 | | | — | | | [removed: 29,102] [added: 28,602] | | | [removed: 28,456] [added: 27,966] | | | [removed: —] [added: 631] | | | — | | | | | | [removed: 29,102] [added: 28,602] | | | [removed: 28,456] [added: 28,597] | | | [removed: 57,558] [added: 57,199] | | | [removed: 1,659] [added: 2,765] | | | 2004 | | | \- | | | 2020 | | | 3/24/2022 | | | \- | | | 1/31/2023 | | | | | |

| Health Care | | | 6 | | | — | | | [removed: 27,163] [added: 26,696] | | | [removed: 52,355] [added: 51,455] | | | [removed: —] [added: 9] | | | — | | | | | | [removed: 27,163] [added: 26,696] | | | [removed: 52,355] [added: 51,464] | | | [removed: 79,518] [added: 78,160] | | | [removed: 3,801] [added: 5,397] | | | 1969 | | | \- | | | 2006 | | | 3/23/2020 | | | \- | | | 9/7/2022 | | | | | |

| Motor Vehicle Dealerships | | | 3 | | | — | | | [removed: 16,376] [added: 16,094] | | | [removed: 28,146] [added: 27,663] | | | — | | | — | | | | | | [removed: 16,376] [added: 16,094] | | | [removed: 28,146] [added: 27,663] | | | [removed: 44,522] [added: 43,757] | | | [removed: 1,879] [added: 2,953] | | | 1990 | | | \- | | | 2005 | | | 2/11/2022 | | | \- | | | 9/27/2022 | | | | | |

| Note 1. | | | Realty Income Corporation owns or holds interests in [removed: 12,851] [added: 14,922] single-client properties in the [removed: United States and Puerto Rico,] [added: U.S.,] our corporate headquarters property in San Diego, California, [removed: 191 single-client] [added: 220 single-tenant] properties in the [removed: United Kingdom,] [added: U.K.,] and [removed: 148] [added: 168] single-client properties elsewhere in Europe. Crest Net Lease, Inc. owns [removed: seven] [added: six] single-client properties in the [removed: United States.] [added: U.S.] Realty Income Corporation also owns or holds interests in [removed: 149] [added: 171] multi-client properties in the [removed: United States, 100 multi-client] [added: U.S., 119 multi-tenant] properties in the [removed: United Kingdom,] [added: U.K.,] and [removed: 12] [added: 15] multi-client properties elsewhere in Europe. | | | | | | | | | | | | | | |

| Note 2. | | | Includes mortgages payable secured by [removed: 131] [added: 17] properties and excludes unamortized [removed: discount] [added: net premiums] and [added: discounts and] deferred financing costs of [removed: $0.8] [added: $0.5] million. | | | | | | | | | | | | | | |

| Note 3. | | | The aggregate cost for federal income tax purposes for Realty Income Corporation is [removed: $55.2] [added: $66.2] billion and for Crest Net Lease, Inc. is [removed: $26.1] [added: $25.4] million. | | | | | | | | | | | | | | |

| Note 4. | | | The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands): | | | | | | [removed: 2023] [added: 2024] | | | [removed: 2022] [added: 2023] | | | [removed: 2021] [added: 2022] | | |

| | | | Balance at [removed: Beginning] [added: beginning] of [removed: Period] [added: period] | | | | | | $ | [removed: 42,689,699] [added: 49,642,486] | | $ | [removed: 35,952,659] [added: 42,689,699] | | $ | [removed: 21,048,334] [added: 35,952,659] | |

| | | | Acquisitions and development | | | | | | [removed: 7,239,885] [added: 3,200,339] | | | [removed: 8,021,159] [added: 7,239,885] | | | [removed: 5,851,945] [added: 8,021,159] | | |

| | | | Less amounts allocated to acquired lease intangible assets and liabilities [removed: on our Consolidated Balance Sheets] | | | | | | [removed: (484,096)] [added: (253,904)] | | | [removed: (625,730)] [added: (484,096)] | | | [removed: (826,064)] [added: (625,730)] | | |

| | | | [removed: Improvements, Etc.] [added: Improvements] | | | | | | [removed: 54,904] [added: 122,887] | | | [removed: 99,484] [added: 54,904] | | | [removed: 56,567] [added: 99,484] | | |