Realty Income (O) 10-K risk factor changes: FY2025 vs FY2024

In order to [removed: grow] [added: grow,] we need to continue to acquire investment properties.

Negative market [removed: conditions] [added: conditions, global economic and political uncertainties] or adverse events affecting our existing or potential [removed: clients,] [added: clients] or the industries in which they operate, could have an adverse impact on our ability to attract new clients, re-lease space, collect rent or renew leases, which could adversely affect our cash flow from [removed: operations] [added: operations, our ability to maintain or increase our current dividend levels] and inhibit growth.

Cash flow from operations [added: and our ability to maintain or increase our current dividend levels] depends in part on our ability to lease space to our clients on economically favorable terms and to collect rent from our clients on a timely basis.

We [removed: could] [added: may] be adversely affected by various facts and events over which we have limited or no control, such as:

Leases that are renewed and new leases for properties that are re-leased, 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 [removed: lease] terms or leases that we negotiate directly, may require us to incur significant costs such as [removed: renovations improvements,] [added: renovations,] or lease transaction costs.

[removed: At any time, any of our clients] [added: Clients, borrowers, or guarantors] may experience a downturn in [removed: its] [added: their] business that may weaken [removed: its] [added: their] operating results or overall financial condition.

[removed: Any client] [added: Client, borrower, or guarantor] bankruptcy or insolvency, [removed: leasing] [added: payment] delay or failure to make [removed: rental] payments when due could result in the termination of [removed: our client’s lease] [added: applicable leases, loans, guarantees,] and [added: other financing agreements and] material losses to us.

[removed: Further, the] [added: The] occurrence of a [removed: client] bankruptcy or insolvency could diminish or eliminate the income we receive from our [removed: client’s lease or leases.][added: leases, loans, guarantees, and other financing agreements.]

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 payments [removed: that would be] substantially less than the remaining rent we are owed under the leases [removed: (it is also possible that] [added: or] we may [added: elect] not [removed: receive any unpaid][added: to pursue claims against a client for terminated leases.]

Claims [removed: we have] for unpaid past rent, if any, may not be paid in full, or at all.

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

[removed: Moreover, if] [added: If] a client’s leases 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 the industries in which our clients operate [added: as well as high interest rates, inflation and the imposition of tariffs,] could adversely affect our 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.

Furthermore, we have made and may continue to make investments that fall outside of our historical focus on acquiring freestanding, [removed: single-client, net-lease] [added: single-tenant, net lease] retail properties located in the U.S. As a result, we are exposed to a variety of new risks by expanding into new investments, co-investment ventures, development, industries, property types, revenue-generating activities and/or new jurisdictions outside the U.S. These risks may include limited experience in managing certain types of new properties, engaging in new types of revenue-generating activities, new types of real estate locations and lease [removed: structures,] [added: structures (including with respect to multi-tenant properties or other leases structures that are not net lease),] new co-investment ventures, and the laws and culture of non-U.S. jurisdictions.

If we fail to qualify as a REIT, it could adversely impact us, and the amount of dividends we are able to pay would decrease, which could adversely affect the market price of our capital stock and [removed: could adversely affect] the value of our debt securities.

We 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 [removed: Code.][added: Internal Revenue Code of 1986, as amended (the "Code").]

As we [removed: have recently expanded] [added: expand] into new geographies and transactional structures, [removed: and may continue to do so in the future, the analyses of our] REIT [removed: qualification,] [added: qualification] and our ability to ensure such [removed: qualification, have become, and may become in the future,] [added: qualification becomes] more complex.

[removed: - This treatment] [added: Loss of our REIT status] would substantially reduce amounts available for investment or distribution to stockholders because of the additional tax liability for the years involved, which could have a material adverse effect on the market price of our capital stock and the value of our debt securities.

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

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 [removed: qualification,] [added: qualification] or the federal income tax consequences of an investment in us as well as the amount of tax we are required to pay.

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

In addition, we are subject to a 4% nondeductible excise tax to the extent that we fail to distribute during any calendar year at least the sum of 85% of our ordinary income for that calendar year, 95% of our capital gain net income for [removed: the] [added: that] calendar [removed: year,] [added: year] and any amount of that income that was not distributed in prior years.

Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of required debt amortization payments, could require us to borrow [removed: funds] [added: funds, sell assets or raise equity, even if the then-prevailing market conditions are not favorable for such transactions, in order] to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.

Our future growth will [removed: depend, in large part,] [added: depend] upon our ability to raise additional capital.

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

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

We [removed: intend to incur additional indebtedness in the future,] [added: have incurred significant indebtedness,] including borrowings under our [removed: $4.25] [added: $4.0] billion unsecured [removed: revolving] credit [removed: facility] [added: facilities, our term loans] and our $3.0 billion commercial paper programs.

[removed: At] [added: As of] December 31, [removed: 2024,] [added: 2025,] we also had a total of [removed: $22.9] [added: $25.3] 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: $5.0] [added: $5.4] billion denominated in Sterling (of which [removed: $1.1] [added: $1.2] billion is related to our privately placed Sterling notes), [removed: $1.1] [added: $2.8] billion denominated in Euro thereunder, and approximately [removed: $81.3] [added: $37.9] million of outstanding mortgage debt (excluding unamortized net discounts and deferred financing costs).

We [added: expect that we will continue to] use our [added: current and any new] revolving credit [removed: facility] [added: facilities we may enter into (in each case] as [added: the same may be expanded, amended or restated, if applicable, from time to time), as] a liquidity backstop for the repayment of notes issued under [removed: the] [added: our current or any new] commercial paper programs.

We [removed: may] also [added: may] in the future increase the size of our commercial paper programs or establish new commercial paper programs.

To the extent [removed: that] new indebtedness is added to our current debt levels, the related risks that we now face would increase.

[removed: In addition, commercial] [added: Commercial] paper borrowings are short-term obligations and the interest rate on newly issued commercial paper varies according to market conditions at the time of issuance.

[removed: In addition, while] [added: While] we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in borrowing and currency rates, we may not realize the anticipated benefits from these arrangements or they may be insufficient to [added: fully] mitigate our exposure.

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

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

If [removed: any] such [added: an] event of default [removed: under the applicable credit agreements (or] [added: were to occur (including] under any other credit agreement or debt instrument with similar terms that we [removed: may] [added: may,] in the [removed: future] [added: future,] enter into or be subject [removed: to) were to occur,] [added: to),] it would likely have a material adverse effect on the market price of our outstanding common stock and any outstanding preferred stock and on the market value of our debt securities which could limit [removed: the amount of dividends or other distributions payable to holders of our common stock and any outstanding preferred stock or the amount of interest and principal we are able to pay on our indebtedness, or prevent us from paying those dividends, other distributions, interest or principal altogether, and may adversely affect our ability to qualify, or prevent us from qualifying, as a REIT.]

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

If we default under a credit facility, loan [removed: agreement,] [added: agreement] or other debt instrument, the lenders will generally have the right to demand immediate repayment of the principal and interest on all of their loans and, in the case of secured indebtedness, to exercise their rights to seize and sell the collateral.

- [removed: Changes in market rents;][added: Market rents fluctuations;]

- Inability to [removed: lease] [added: re-lease] properties upon termination of existing leases;

You should consider carefully the following risk factors, together with all the other information in this report, including our financial statements and the notes thereto, and in our other public filings with the SEC.

The occurrence of any of the following risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time.

You should consider all of the risk factors described when evaluating our business.

- The need to periodically renovate and repair our properties including capital expenditures, any of which may be unanticipated or result from changing regulations or building performance standards;

Other factors beyond our control, may impose or have the effect of restricting or limiting our ability to sell or contribute properties.

For example, our properties and/or properties we may seek to acquire may be subject to put or call rights, rights of first refusal or offer, and other similar agreements which may limit or hinder our ability to buy, sell or exchange a property.

Additionally, we have engaged, and expect to continue to engage, in the disposition of properties prior to the maturity date of the related leases or following lease expiration or termination, to help manage and optimize our portfolio and liquidity.

No assurances can be given that we will successfully execute these dispositions on favorable terms, or at all, and we may sell a property for less than what we paid, which could result in losses and adversely affect our financial condition and results of operations.

We rely on several resources to assist in underwriting our potential investments and other opportunities, including predictive analytics, which may turn out to be inaccurate.

As previously publicly disclosed, we formed and announced closings with respect to our open-end, perpetual life private capital vehicle (the "Fund"), and other joint venture or programmatic relationships.

In addition, we may have primary responsibility for managing co-investment ventures which may require significant attention of management and increase the complexity of our operations.

- New investment verticals may be outside our core expertise and subject our investments to new and different business risks and exposures;

- New investment verticals or transaction structures may be more inherently speculative or carry a higher degree of risk to us than our traditional investment verticals or transaction structures, thereby potentially increasing our overall risk profile and volatility;

- Lending and related transaction structures may subject us to new regulatory regimes, more attenuated remedies and recourse, and compliance risk;

- Our agreements may contain certain exclusivity provisions or other restrictive covenants that may limit our flexibility to respond to other opportunities or financings or to optimize the terms of other transactions;

Our loans and investments, including in subordinated debt, expose us to risks associated with debt-oriented real estate investments generally.

We invest in debt instruments relating to real estate-related assets, which subject us to additional potential risks, including with respect to fluctuations in the value of the underlying assets, the risks of delinquency or defaults by borrowers, increased regulatory burdens or risks associated with lending, fluctuations in interest rates and credit spreads, loan repayment timing, the limitations on our rights with respect to, or control of, the underlying assets, risk of cost overruns, and increased illiquidity of the investments in light of the limited market for such investments.

In addition, certain of our investments in debt instruments are subordinated, which can significantly reduce our ability to control decisions with respect to underlying assets or foreclosure, and, if a borrower were to default, the claims under our debt instrument would only be satisfied after senior debt is paid in full.

As a result, a partial loss in the value of the underlying collateral can result in a total loss of the value of the debt instruments.

For more information regarding the risks related to defaults by our borrowers, see “---The bankruptcy or insolvency of a client, borrower or guarantor could result in the termination of the lease agreement, loan agreement, or guarantee, as applicable.”

Additionally, we have

Risks Related to Our REIT Structure

Compliance with these tests may limit our ability to engage in certain activities or make certain otherwise attractive investments which may limit our opportunities and strategy.

If we were to fail to qualify as a REIT in any taxable year, among other things, we would be required to pay regular U.S. federal corporate income tax on our taxable income; we would not be allowed a deduction for amounts distributed to our stockholders in computing our taxable income; we could be subject to a federal alternative minimum tax and possibly increased state and local taxes; we would be disqualified from electing treatment as a REIT for the four taxable years following the year during which qualification is lost; and we would no longer be required to make distributions to stockholders.

Also,

If our cash flows are not sufficient to cover our REIT distribution requirements, it could adversely impact our ability to raise short- and long-term debt, sell assets or offer equity securities in order to fund the distributions required to maintain our qualification and taxation as a REIT.

Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth and expansion initiatives, which would increase our total leverage.

In addition, if we fail to comply with certain asset tests at the end of any calendar quarter, we must generally correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification.

As a result, we may be required to liquidate otherwise attractive investments.

These actions may reduce our income and amounts available for distribution to our stockholders.

Risks Related to Our Clients

Our success is dependent on the financial stability of our clients.

The success of our business is dependent on the financial stability of the clients occupying our properties.

A default of a client on its lease payments may cause us to lose anticipated revenue from an investment property.

- Global economic (e.g., inflation, fluctuations in interest rates or foreign exchange rates, economic downturns or recessions), political and financial market conditions including as a result of geopolitical tensions and instability;

- Trade disputes, supply chain disruptions, the possibility of changes to international trade agreements, tariffs and other regulatory actions;

- Epidemics or pandemics that affect regions in which our clients operate in;

The bankruptcy or insolvency of a client, borrower or guarantor could result in the termination of the lease agreement, loan agreement, or guarantee, as applicable.

We are subject to the credit risk of our clients, borrowers and guarantors in connection with their rental and other financial obligations owed to us under applicable leases, loans, guarantees, and other financing agreements.

There can be no assurance that our clients and borrowers will make their payments and not default on their obligations to us.

- General economic, political and financial market conditions;

- Epidemics, pandemics or outbreaks of illness, disease or virus that affect countries or regions in which our clients and their parent companies operate or in which our properties or corporate headquarters are located;

- Supply chain disruptions;

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

If we were to fail to qualify as a REIT in any taxable year:

- We would be required to pay regular U.S. federal corporate income tax on our taxable income;

- We would not be allowed a deduction for amounts distributed to our stockholders in computing our taxable income;

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

- We could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost;

- We would no longer be required to make distributions to stockholders; and

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Our revolving credit facility grants us the option, subject to obtaining lender commitments and other customary conditions, to expand the borrowing limits thereunder to up to $5.25 billion.

Our term loan agreement (the “2023 term loan agreement”) governs our 2023 term loans, pursuant to which we have borrowed an aggregate of approximately $1.0 billion in multicurrency borrowings.

The 2023 term loan agreement also permits us to incur

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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 2026.

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

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

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

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

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.

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

Pursuant to our unsecured commercial paper programs we may offer and sell up to $3.0 billion of commercial paper at any time.

Specifically, we maintain unused borrowing capacity under our revolving credit facility equal to the aggregate principal amount of borrowings outstanding under our commercial paper programs from time to time.

We may in the future enter into amendments and restatements of our revolving credit facility and term loan facilities, or enter into new revolving credit facilities or term loan facilities, and any such amended, restated or replacement revolving credit facilities or term loan facilities may increase the amounts we are entitled to borrow, subject to customary conditions, compared to our current revolving credit facility and term loan facilities, or we may incur other indebtedness.

We expect that we will continue to use our current and any new revolving credit facilities we may enter into (in each case as the same may be expanded, amended or restated, if applicable, from time to time), as a liquidity backstop for the repayment of notes issued under our current or any new commercial paper programs that we may maintain from time to time.

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

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be on unacceptable terms requiring us to use non-local currency indebtedness.

The credit agreements governing our revolving credit facility and term loan facilities provide that, if an event of default (as defined in the credit agreements, as applicable) exists, we may not pay any dividends or make other distributions on (except distributions payable in shares of a given class of our stock to the stockholders of that class), or repurchase or redeem, among other things, any shares of our common stock or any outstanding preferred stock, during any period of four consecutive fiscal quarters in an aggregate amount in excess of the greater of (i) the sum of 95% of our adjusted funds from operations (as defined in the credit agreements, as applicable) for that period plus the aggregate amount of cash distributions made to holders of our outstanding preferred stock for that period, and (ii) the minimum amount of cash distributions required to be made to our stockholders in order to maintain our status as a REIT for federal income tax purposes and to avoid the payment of income or excise taxes that would otherwise be imposed under specified sections of the Code on income we do not distribute to our stockholders, except we may repurchase or redeem shares of our outstanding preferred stock, if any, with net proceeds from the issuance of shares of our common stock or preferred stock.

The credit agreements each provide that, in the event of a failure to pay principal, interest, or any other amount payable thereunder when due or upon the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to us or with respect to one or more of our subsidiaries that in the aggregate meet a significance test set forth in the credit agreements, we and our subsidiaries (other than our wholly-owned subsidiaries) may not pay dividends or make other distributions on (except for (a) distributions payable in shares of a given class of our stock to the stockholders of that class and (b) dividends and distributions described in (ii) above), or repurchase or redeem, among other things, any shares of our common stock or preferred stock.

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- The need to periodically renovate and repair our properties;

- Physical or weather-related damage to properties;

- Acts of terrorism and war;

- Changes in consumer behaviors, preferences or demographics;

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

The following discussion and analysis reflect our financial condition and results of operations for the year ended December 31, [removed: 2024] [added: 2025] compared to the year ended December 31, [removed: 2023.][added: 2024.]

For a discussion of the year ended December 31, [removed: 2023] [added: 2024] compared to the year ended December 31, [removed: 2022,] [added: 2023,] please refer to Part II, Item 7.

"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our [removed: Annual Report] [added: annual report] on [Form [removed: 10-K](https://www.sec.gov/Archives/edgar/data/726728/000072672824000047/o-20231231.htm)] [added: 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/726728/000072672825000055/o-20241231.htm)] for the year ended December 31, [removed: 2023.][added: 2024.]

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

[removed: Founded in 1969, we invest in diversified commercial real estate and, as] [added: As] of December 31, [removed: 2024,] [added: 2025, we] have a portfolio of over [removed: 15,600] [added: 15,500] properties in all 50 U.S. states, the U.K., and [removed: six] [added: eight] other countries in Europe.

Since our [removed: founding,] [added: listing on the NYSE in 1994,] we have [removed: declared 656 consecutive monthly dividends] [added: had 133 dividend increases] and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for [removed: the last 30] [added: over 31] consecutive years.

As of December 31, [removed: 2024,] [added: 2025,] we owned or held interests in [removed: 15,621] [added: 15,511] properties, with approximately [removed: 339.4] [added: 355.0] million square feet of leasable space leased to [removed: 1,565] [added: 1,761] clients doing business in [removed: 89] [added: 92] separate industries.

Of the [removed: 15,621] [added: 15,511] properties in our portfolio as of December 31, [removed: 2024, 15,316,] [added: 2025, 15,167,] or [removed: 98.0%,] [added: 97.8%,] were [removed: single-client] [added: single-tenant] properties, and the remaining were [removed: multi–client] [added: multi–tenant] properties.

Our total portfolio had a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately [removed: 9.3] [added: 8.8] years.

Total portfolio annualized [removed: contractual] [added: base] rent (defined as the monthly [removed: aggregate] cash [removed: amount charged to clients, inclusive of monthly] base rent [removed: receivables)] [added: for all leases in place as of the end of the period, multiplied by 12, excluding percentage rent)] on our leases as of December 31, [removed: 2024] [added: 2025] was [removed: $4.97] [added: $5.31] billion.

As of December 31, [removed: 2024,] [added: 2025,] approximately [removed: 32.4%] [added: 32.2%] of our total portfolio annualized [removed: contractual] [added: base] rent came from properties leased to our investment grade clients, their subsidiaries or affiliated companies.

As of December 31, [removed: 2024,] [added: 2025,] our top 20 clients (based on percentage of total portfolio annualized [removed: contractual] [added: base] rent) represented approximately [removed: 36.4%] [added: 35.8%] of our annualized [added: base] rent and [removed: 10] [added: 11] of these clients had investment grade credit ratings or were subsidiaries or affiliates of investment grade companies.

Approximately 91% of our annualized retail [removed: contractual] [added: base] rent as of December 31, [removed: 2024,] [added: 2025,] was derived from our clients with a service, non-discretionary, and/or low price point component to their business.

Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes and operating expenses totaling [removed: $303.1] [added: $340.4] million, [removed: $274.2] [added: $303.1] million, and [removed: $184.7] [added: $274.2] million for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively.

As of February [removed: 2025,] [added: 2026,] we have paid [removed: 109] [added: 113] consecutive quarterly dividend increases and increased the dividend [removed: 129] [added: 133] times since our listing on the NYSE in 1994.

| [removed: 2024] [added: 2025] Dividend increases | | | Month Declared | | | | | | Month Paid | | | | | | Monthly Dividend per share | | | | | | Increase per share | | |

| 1st increase | | | Dec [removed: 2023] [added: 2025] | | | | | | Jan [removed: 2024] [added: 2026] | | | | | | $ | [removed: 0.2565] [added: 0.2700] | | | | | $ | 0.0005 | |

| [removed: 2nd] [added: 3rd] increase | | | Mar [removed: 2024] [added: 2025] | | | | | | Apr [removed: 2024] [added: 2025] | | | | | | $ | [removed: 0.2570] [added: 0.2685] | | | | | $ | 0.0005 | |

| 4th increase | | | Jun [removed: 2024] [added: 2025] | | | | | | Jul [removed: 2024] [added: 2025] | | | | | | $ | [removed: 0.2630] [added: 0.2690] | | | | | $ | 0.0005 | |

| 5th increase | | | Sep [removed: 2024] [added: 2025] | | | | | | Oct [removed: 2024] [added: 2025] | | | | | | $ | [removed: 0.2635] [added: 0.2695] | | | | | $ | 0.0005 | |

The dividends paid per share during the year ended December 31, [removed: 2024] [added: 2025] totaled [removed: $3.126,] [added: $3.2170,] as compared to [removed: $3.051] [added: $3.1255] during the year ended December 31, [removed: 2023,] [added: 2024,] an increase of [removed: $0.075,] [added: $0.0915,] or [removed: 2.5%.][added: 2.9%.]

The monthly dividend of [removed: $0.2680] [added: $0.2700] per share represents a current annualized dividend of [removed: $3.216] [added: $3.240] per share, and an annualized dividend yield of [removed: 6.0%] [added: 5.7%] based on the last reported sale price of our common stock on the NYSE of [removed: $53.41] [added: $56.37] on December 31, [removed: 2024.][added: 2025.]

During the year ended December 31, [removed: 2024,] [added: 2025,] we invested [removed: $3.9] [added: $6.3] billion at an initial weighted average cash yield of [removed: 7.4%,] [added: 7.3%,] including [removed: an investment] [added: investments] in [removed: 546] [added: 380] properties, properties under development or expansion, [added: unconsolidated entities, a preferred equity investment,] and [removed: investments in] loans.

See [removed: notes *4*, *Investments in Real Estate,* *5,* *Investments in Unconsolidated Entities,* and *6, Investments in Loans and Financing Receivables,*] [added: note *16*, *Stockholders' Equity*,] to the consolidated financial statements contained in this annual report for further details.

During the year ended December 31, [removed: 2024,] [added: 2025,] we sold [removed: 294] [added: 425] properties with total net proceeds received of [removed: $589.5] [added: $744.0] million.

During [removed: 2024,] [added: the year ended December 31, 2025,] we raised [removed: $1.8] [added: $2.4] billion of proceeds from the sale of common [removed: stock,] [added: stock] at a weighted average price of [removed: $58.33] [added: $57.14] per share, primarily through [removed: proceeds from] the [removed: sale] [added: settlement] of [added: 42.0 million shares of] common stock [removed: through] [added: under] our ATM program.

See note [removed: *15*, *Stockholders' Equity*,] [added: *9, Term Loans,*] to the consolidated financial statements [removed: contained in this annual report] for further details.

In [removed: September 2024,] [added: October 2025,] we issued [removed: £350.0] [added: $400.0] million of [removed: 5.000%] [added: 3.950%] senior unsecured notes due [removed: October] [added: February] 2029 and [removed: £350.0] [added: $400.0] million of [removed: 5.250%] [added: 4.500%] senior unsecured notes due [removed: September 2041.][added: February 2033.]

See note [removed: *10,*] [added: *11*,] *Notes Payable*, to the consolidated financial statements [removed: contained in this annual report] for further details.

[removed: At] [added: As of] December 31, [removed: 2024,] [added: 2025,] we had [removed: 205] [added: 173] properties available for lease or sale out of [removed: 15,621] [added: 15,511] properties in our portfolio, which represents a [removed: 98.7%] [added: 98.9%] occupancy rate based on the number of properties in our portfolio.

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

| Three months ended December 31, [removed: 2024] [added: 2025] | | | | | |

| Properties available for lease [removed: at] [added: as of] September 30, [removed: 2024] [added: 2025] | | | [removed: 196] [added: 204] | | |

| Lease expirations (1) | | | [removed: 286] [added: 378] | | |

| Re-leases to same client | | | [removed: (197)] [added: (285)] | | |

| Re-leases to new client | | | [removed: (24)] [added: (9)] | | |

| Vacant dispositions | | | [removed: (56)] [added: (115)] | | |

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

| Year ended December 31, [removed: 2024] [added: 2025] | | | | | |

| Properties available for lease [removed: at] [added: as of] December 31, [removed: 2023] [added: 2025] | | | [removed: 193] [added: 173] | | |

Founded in 1969, we serve our clients as a full-service real estate capital provider.

We have continued our 57-year history of paying monthly dividends by increasing the dividend five times during 2025 and once during 2026.

| 2026 Dividend increase | | | | | | | | | | | | | | | | | | | | | | | |

U.S. Private Fund Business

In December 2025, we secured an additional $816.3 million in commitments for the Fund, bringing total commitments to approximately $1.5 billion.

As a result of this and previously announced closings, the Company anticipates to close its cornerstone equity capital raise round on or before March 31, 2026 and is capping its commitments during this round at $1.7 billion.

Preferred Equity Investment in CityCenter Las Vegas Real Estate Assets

In December 2025, we acquired an $800.0 million preferred equity interest in the real estate assets of CityCenter Las Vegas, comprised of the ARIA Resort & Casino and Vdara Hotel & Spa, which is owned by funds affiliated with Blackstone Real Estate.

Blackstone Real Estate will retain 100% of the common equity ownership of the property, which will continue to be operated by MGM Resorts International.

Establishment of Joint Venture with GIC

In January 2026, we announced the establishment of a strategic relationship with GIC, a leading global institutional investor, including the formation of a build-to-suit development joint venture with total combined commitments of over $1.5 billion.

In November 2025, we replaced our prior ATM program with a new ATM program, pursuant to which we may offer and sell up to 150.0 million shares of common stock.

As of December 31, 2025, we had outstanding forward sale agreements under our ATM program for a total of 12.6 million shares of common stock, representing expected net proceeds of approximately $708.5 million (assuming full physical settlement of such agreements).

Credit Facilities

In April 2025, we closed on the recast and expansion of our multi-currency unsecured credit facilities totaling $5.38 billion, including a $1.38 billion unsecured facility for the Fund.

See note *8*, *Credit Facilities and Commercial Paper Programs*, to the consolidated financial statements for further details.

In November 2025, we entered into a term loan agreement that amends and restates the previous agreement governing our $1.5 billion multi-currency term loan, dated January 6, 2023.

The agreement provides for a £900.0 million Sterling-denominated term loan facility that will initially mature in January 2028, before giving effect to one twelve-month extension option.

In June 2025, we issued €650.0 million of 3.375% senior unsecured notes due June 2031 and €650.0 million of 3.875% senior unsecured notes due June 2035.

In April 2025, we issued $600.0 million of 5.125% senior unsecured notes due April 2035.

Convertible Bond Issuance

In January 2026, we issued $862.5 million aggregate principal amount of 3.500% convertible senior notes due January 2029 in a private offering, for estimated net proceeds of $845.5 million.

We used approximately $101.9 million of the net proceeds to repurchase approximately 1.8 million shares of our common stock concurrently with the pricing of the offering.

| | | | | | |

In addition to these sources of liquidity, in 2025 we launched a perpetual life fund, raising approximately $1.5 billion in commitments from institutional investors.

The Company anticipates to close its cornerstone equity capital raise round on or before March 31, 2026 and is capping its commitments during this round at $1.7 billion.

The Company seeks to hold additional closings during the life of the Fund, and the Company intends to evaluate other opportunities to raise private capital in the future, including potentially through additional funds and/or joint venture opportunities.

While the issuance of common stock has historically been an important component of our capital structure, we continue to broaden and diversify our sources of capital to reduce reliance on the public capital markets.

This approach enhances capital availability across market cycles, improves cost‑of‑capital certainty, and increases financial flexibility.

However, there can be no assurance that our efforts will be successful.

Share Repurchase Program

In February 2025, our Board of Directors authorized a share repurchase program for up to $2.0 billion in shares of our common stock, which will expire in January 2028.

Repurchases under the repurchase program may be made at management’s discretion from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, Rule 10b5-1 plans or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.

The repurchase program does not obligate us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion.

No shares were repurchased in 2025.

In January 2026, we repurchased approximately 1.8 million shares of our common stock for approximately $101.9 million.

See note *23*, *Subsequent Events,* to the consolidated financial statements for further details.

*Credit Facilities*

In April 2025, we entered into new $4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $4.25 billion unsecured revolving credit facility.

Our new revolving credit facilities consist of (a) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the “RI Credit Facilities”).

We have continued our 56-year history of paying monthly dividends.

In addition, we have increased the dividend five times during 2024 and twice during 2025.

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

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

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

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

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

Closing of Spirit Merger

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.

The ATM program issuances during 2024 included 30.2 million shares issued pursuant to forward sale confirmations.

As of December 31, 2024, 1.8 million shares of common stock subject to forward sale confirmations have been executed but not settled.

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

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

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

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)

As of December 31, 2024, we had $3.7 billion of liquidity, which consists of cash and cash equivalents of $445.0 million, unsettled ATM forward equity of $91.8 million, and $3.1 billion of availability under our $4.25 billion unsecured revolving credit facility, net of $1.1 billion of borrowing on the revolving credit facility and after deducting $67.3 million in borrowings under our commercial paper programs.

We use our unsecured revolving credit facility as a liquidity backstop for the repayment of the notes issued under our commercial paper programs.

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.

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

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

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

Our total debt to capitalization was 36.3% at December 31, 2024.

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

Universal Shelf Registration

On February 16, 2024, we filed a new shelf registration statement with the SEC, which is effective for a term of three years and will expire in February 2027.

In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit.

The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock, or depositary shares, and (6) any combination of these securities.

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

The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Under our current ATM program, which we 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.

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

| 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 | | % |

We are exposed to interest rate changes primarily as a result of our [added: revolving] credit [removed: facility] [added: facilities] and commercial paper programs, term loans, mortgages payable, and long-term notes and bonds used to maintain liquidity and expand our real estate investment portfolio and operations.

To achieve these objectives, we [added: primarily] issue long-term notes and bonds, primarily at fixed rates.

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: 2024.][added: 2025.]

The following table summarizes the maturity of our debt as of December 31, [removed: 2024] [added: 2025] (dollars in millions):

[removed: (1)In January 2024,] [added: In November 2025,] we entered into interest rate [removed: swaps on our 2023 term loans,] [added: swaps,] which fixed our per annum interest rate at [removed: 4.9% until] [added: 4.3% for our term loan initially maturing in] January [removed: 2026.][added: 2028.]

[removed: (2)Excludes] [added: (1)Excludes] net [removed: premiums and] discounts recorded on mortgages payable, net [removed: premiums and] discounts recorded on notes payable, and deferred financing costs on term loans, mortgages payable, [added: and] notes payable.

[removed: (3)We] [added: (2)We] base the estimated fair value of our fixed rate mortgages and private senior notes payable [removed: at] [added: as of] December 31, [removed: 2024,] [added: 2025,] 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 [removed: at] [added: as of] December 31, [removed: 2024,] [added: 2025,] on the indicative market prices and recent trading activity of our senior notes and bonds payable.

We believe that the carrying values of the [removed: line of credit,] [added: credit facilities,] commercial paper borrowings, and term loans reasonably approximate their estimated fair values [removed: at] [added: as of] December 31, [removed: 2024.][added: 2025.]

The table above incorporates only those exposures that exist as of December 31, [removed: 2024.][added: 2025.]

[removed: At] [added: As of] December 31, [removed: 2024,] [added: 2025,] our outstanding mortgages payable, notes, and bonds had fixed interest rates.

Interest on our credit [removed: facility] [added: facilities] and commercial paper borrowings and term loans is variable.

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

[removed: At] [added: As of] December 31, [removed: 2024,] [added: 2025,] a 1% change in interest rates on our variable-rate debt would change our interest rate costs by [removed: $11.3] [added: $20.2] million.

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

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

| | | | | | | Consolidated Fixed Rate Debt | | | | | | | | | | | | | | | | | | | | | | | | Consolidated Variable Rate Debt | | | | | | | | | | | | | | | | | | | | | | | | End of Period Interest Rate (3) | | | | | | | | | | | |

| Year Principal Due | | | | | | Unsecured Term Loans | | | | | | Mortgages Payable | | | | | | Senior Unsecured Notes and Bonds | | | | | | Subtotal | | | | | | RI Credit Facilities | | | | | | | | | | | | Fund Credit Facilities | | | | | | Commercial Paper | | | | | | Total Consolidated Debt Principal | | | | | | Fixed Rate Debt (4) | | | Variable Rate Debt | | |

| 2026 | | | | | | $ | — | | | | | $ | 12.0 | | | | | $ | 2,375.0 | | | | | $ | 2,387.0 | | | | | $ | — | | | | | | | | | | | $ | — | | | | | $ | 516.8 | | | | | $ | 2,903.8 | | | | | 4.09% | | | 2.34% | | |

| 2027 | | | | | | 500.0 | | | | | | 22.3 | | | | | | 2,374.5 | | | | | | 2,896.8 | | | | | | 823.5 | | | | | | | | | | | | — | | | | | | — | | | | | | 3,720.3 | | | | | | 2.80 | | | 4.07 | | |

| 2028 | | | | | | 1,211.0 | | | | | | 1.3 | | | | | | 2,499.8 | | | | | | 3,712.1 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 3,712.1 | | | | | | 3.72 | | | — | | |

| 2029 | | | | | | — | | | | | | 1.3 | | | | | | 2,820.3 | | | | | | 2,821.6 | | | | | | 501.1 | | | | | | | | | | | | 182.0 | | | | | | — | | | | | | 3,504.7 | | | | | | 3.96 | | | 3.86 | | |

| 2030 | | | | | | — | | | | | | 1.0 | | | | | | 2,472.3 | | | | | | 2,473.3 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 2,473.3 | | | | | | 3.73 | | | — | | |

| Thereafter | | | | | | — | | | | | | — | | | | | | 12,801.9 | | | | | | 12,801.9 | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 12,801.9 | | | | | | 4.15 | | | — | | |

| Total (1) | | | | | | $ | 1,711.0 | | | | | $ | 37.9 | | | | | $ | 25,343.8 | | | | | $ | 27,092.7 | | | | | $ | 1,324.6 | | | | | | | | | | | $ | 182.0 | | | | | $ | 516.8 | | | | | $ | 29,116.1 | | | | | 3.88% | | | 3.55% | | |

| Fair Value (2) | | | | | | $ | 1,711.0 | | | | | $ | 37.6 | | | | | $ | 24,647.5 | | | | | $ | 26,396.1 | | | | | $ | 1,324.6 | | | | | | | | | | | $ | 182.0 | | | | | $ | 516.8 | | | | | $ | 28,419.5 | | | | | | | | | | |

(3)Calculated as the weighted average interest rate as of December 31, 2025.

The weighted average interest rates reflect the effective fixed rate for floating rate debt that is fixed through interest rate swaps.

(4)In connection with our merger with Spirit in January 2024, we effectively assumed Spirit’s existing term loans and fixed rate swaps, which carry a weighted average fixed interest rate of 3.3% for our term loan maturing in August 2027.

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

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

| Year of Principal Due | | | Fixed rate debt | | | | | | Weighted average rate on fixed rate debt | | | | | | Variable rate debt | | | | | | Weighted average rate on variable rate debt | | |

| 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 | | | | | | | |

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

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

| | | | [added: As of December 31, 2025 | | | | | | | | | | | |] December 31, [removed: 2024] [added: 2025] | | | | | | December 31, [removed: 2023] [added: 2024] | | | [added: | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |]

| Land | | | $ | [removed: 17,320,520] [added: 18,368,029] | | | | | $ | [removed: 14,929,310] [added: 17,320,520] | |

| Buildings and improvements | | | [removed: 40,974,535] [added: 43,824,410] | | | | | | [removed: 34,657,094] [added: 40,974,535] | | |

| Total real estate held for investment, at cost | | | [removed: 58,295,055] [added: 62,192,439] | | | | | | [removed: 49,586,404] [added: 58,295,055] | | |

| Less accumulated depreciation and amortization | | | [removed: (7,381,083)] [added: (8,778,536)] | | | | | | [removed: (6,072,118)] [added: (7,381,083)] | | |

| Real estate held for investment, net | | | [removed: 50,913,972] [added: 53,413,903] | | | | | | [removed: 43,514,286] [added: 50,913,972] | | |

| Real estate and lease intangibles held for sale, net | | | [removed: 94,979] [added: 91,784] | | | | | | [removed: 31,466] [added: 94,979] | | |

| Cash and cash equivalents | | | [removed: 444,962] [added: 434,842] | | | | | | [removed: 232,923] [added: 444,962] | | |

| Accounts receivable, net | | | [removed: 877,668] [added: 1,053,487] | | | | | | [removed: 710,536] [added: 877,668] | | |

| Lease intangible assets, net | | | [removed: 6,322,992] [added: 5,717,241] | | | | | | [removed: 5,017,907] [added: 6,322,992] | | |

| Goodwill | | | 4,932,199 | | | | | | [removed: 3,731,478] [added: 4,932,199] | | |

| Investment in unconsolidated entities | | | [removed: 1,229,699] [added: 1,256,456] | | | | | | [removed: 1,172,118] [added: 1,229,699] | | |

| Other assets, net | | | [removed: 4,018,568] [added: 5,895,700] | | | | | | [removed: 3,368,643] [added: 4,018,568] | | |

| Total assets | | | $ | [removed: 68,835,039] [added: 72,795,612] | | | | | $ | [removed: 57,779,357] [added: 68,835,039] | |

| Distributions payable | | | $ | [removed: 238,045] [added: 255,171] | | | | | $ | [removed: 195,222] [added: 238,045] | |

| Accounts payable and accrued expenses | | | [removed: 759,416] [added: 1,060,969] | | | | | | [removed: 738,526] [added: 759,416] | | |

| Lease intangible liabilities, net | | | [removed: 1,635,770] [added: 1,493,958] | | | | | | [removed: 1,406,853] [added: 1,635,770] | | |

| Other liabilities | | | [removed: 923,128] [added: 1,066,809] | | | | | | [removed: 811,650] [added: 923,128] | | |

| [removed: Line of] [added: Revolving] credit [removed: payable] [added: facilities] and commercial paper | | | [removed: 1,130,201] [added: 2,023,414] | | | | | | [removed: 764,390] [added: 1,130,201] | | |

| Term loans, net | | | [removed: 2,358,417] [added: 1,701,615] | | | | | | [removed: 1,331,841] [added: 2,358,417] | | |

| Mortgages payable, net | | | [removed: 80,784] [added: 37,761] | | | | | | [removed: 821,587] [added: 80,784] | | |

| Notes payable, net | | | [removed: 22,657,592] [added: 25,031,947] | | | | | | [removed: 18,602,319] [added: 22,657,592] | | |

| Total liabilities | | | $ | [removed: 29,783,353] [added: 32,671,644] | | | | | $ | [removed: 24,672,388] [added: 29,783,353] | |

| Commitments and contingencies (Note [removed: 21)] [added: 22)] | | | | | | | | | | | |

| Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, [removed: 891,511] [added: 933,975] and [removed: 752,460] [added: 891,511] shares issued and outstanding as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: December 31, 2024,] respectively | | | $ | [removed: 47,451,068] [added: 49,861,660] | | | | | $ | [removed: 39,629,709] [added: 47,451,068] | |

| Distributions in excess of net income | | | [removed: (8,648,559)] [added: (10,527,984)] | | | | | | [removed: (6,762,136)] [added: (8,648,559)] | | |

| Accumulated other comprehensive income | | | [removed: 38,229] [added: 105,019] | | | | | | [removed: 73,894] [added: 38,229] | | |

| Total stockholders’ equity | | | $ | [removed: 38,840,738] [added: 39,438,695] | | | | | $ | [removed: 32,941,467] [added: 38,840,738] | |

| Noncontrolling interests | | | [removed: 210,948] [added: 685,273] | | | | | | [removed: 165,502] [added: 210,948] | | |

| Total equity | | | $ | [removed: 39,051,686] [added: 40,123,968] | | | | | $ | [removed: 33,106,969] [added: 39,051,686] | |

| Total liabilities and equity | | | $ | [removed: 68,835,039] [added: 72,795,612] | | | | | $ | [removed: 57,779,357] [added: 68,835,039] | |

| | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Rental (including [removed: reimbursable)] [added: reimbursements)] | | | | | | | | | | | | | | | | | | $ | [removed: 5,043,748] [added: 5,437,332] | | | | | $ | [removed: 3,958,150] [added: 5,043,748] | | | | | $ | [removed: 3,299,657] [added: 3,958,150] | |

| Other | | | | | | | | | | | | | | | | | | [removed: 227,394] [added: 312,045] | | | | | | [removed: 120,843] [added: 227,394] | | | | | | [removed: 44,024] [added: 120,843] | | |

| Total revenue | | | | | | | | | | | | | | | | | | [removed: 5,271,142] [added: 5,749,377] | | | | | | [removed: 4,078,993] [added: 5,271,142] | | | | | | [removed: 3,343,681] [added: 4,078,993] | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | [removed: 2,395,644] [added: 2,524,200] | | | | | | [removed: 1,895,177] [added: 2,395,644] | | | | | | [removed: 1,670,389] [added: 1,895,177] | | |

| Interest | | | | | | | | | | | | | | | | | | [removed: 1,016,955] [added: 1,134,879] | | | | | | [removed: 730,423] [added: 1,016,955] | | | | | | [removed: 465,223] [added: 730,423] | | |

| Property (including [removed: reimbursable)] [added: reimbursements)] | | | | | | | | | | | | | | | | | | [removed: 377,675] [added: 428,800] | | | | | | [removed: 316,964] [added: 377,675] | | | | | | [removed: 226,330] [added: 316,964] | | |

| General and administrative | | | | | | | | | | | | | | | | | | [removed: 176,895] [added: 202,554] | | | | | | [removed: 144,536] [added: 176,895] | | | | | | [removed: 138,459] [added: 144,536] | | |

| Provisions for impairment | | | | | | | | | | | | | | | | | | [removed: 425,833] [added: 471,335] | | | | | | [removed: 87,082] [added: 425,833] | | | | | | [removed: 25,860] [added: 87,082] | | |

| Net income | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 1,058,590 | | | | | | — | | | | | | 1,058,590 | | | | | | 11,193 | | | | | | 1,069,783 | | |

| Distributions paid and payable | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | (2,938,015) | | | | | | — | | | | | | (2,938,015) | | | | | | (12,041) | | | | | | (2,950,056) | | |

| Balance, December 31, 2025 | | | | | | — | | | | | | $ | — | | | | | | | | 933,975 | | | | | | $ | 49,861,660 | | | | | $ | (10,527,984) | | | | | $ | 105,019 | | | | | $ | 39,438,695 | | | | | $ | 685,273 | | | | | $ | 40,123,968 | |

| Contributions from noncontrolling interests | | | 488,455 | | | | | | — | | | | | | — | | |

| Other financing activities, net | | | 46,850 | | | | | | (8,856) | | | | | | (7,022) | | |

During the year ended December 31, 2025, we formed and announced closings with respect to our open-end, perpetual life private capital vehicle (the "Fund").

Lease termination fees, which are included in rental revenue, are amortized over the remaining term of the lease until we have no continuing obligation to provide services to such former client.

In addition to the client-specific collectability assessment conducted, we may also recognize a general allowance, as a reduction to rental revenue, for our operating lease receivables which are not expected to be fully collectible.

We had $5.1 million of general allowance as of December 31, 2025.

There was no general allowance as of December 31, 2024.

During the year ended December 31, 2025, we incurred $24.2 million of merger, transaction, and other costs, net consisting primarily of placement fees incurred in fundraising for the Fund.

Changes in the fair value of derivatives are recognized in earnings unless the derivative is designated in a hedging relationship and qualifying changes are deferred in AOCI in accordance with hedge accounting guidance.

Amounts deferred in AOCI are subsequently recognized in our consolidated statements of income and comprehensive income as the hedged item affects earnings or when other triggering events occur that require reclassification.

Newly Issued Accounting Standards. In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, *Intangibles—Goodwill and Other—Internal-Use Software,* which simplifies the capitalization guidance by removing references to software development project stages and further updates so that the guidance considers various software development methods.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach.

While we are currently evaluating the impact of this pronouncement, we do not expect it will have a material impact on our consolidated financial statements.

For further details, please see note *2*, *Merger with Spirit Realty Capital, Inc.,* to our consolidated financial statements in our annual report on [Form 10-K](https://www.sec.gov/ix?doc=/Archives/edgar/data/726728/000072672825000055/o-20241231.htm) for the year ended December 31, 2024.

We incurred $0.2 million of merger-related transaction costs during the year ended December 31, 2025, primarily related to the resolution of certain contingencies which existed at the date of the Merger.

Merger-related transaction costs are presented in 'Merger, transaction, and other costs, net' in our consolidated statements of income and comprehensive income.

| | | | | | | | | | Year ended | | | | | | | | | | | | | | |

| | | | | | | $ | 1,053,487 | | | | | $ | 877,668 | |

| | | | | | | $ | 5,717,241 | | | | | $ | 6,322,992 | |

| | | | Investment in preferred equity | | | 800,472 | | | | | | — | | |

| | | | | | | $ | 5,895,700 | | | | | $ | 4,018,568 | |

| | | | Other items | | | 155,213 | | | | | | 86,830 | | |

| | | | | | | $ | 1,060,969 | | | | | $ | 759,416 | |

| | | | | | | $ | 1,493,958 | | | | | $ | 1,635,770 | |

| | | | | | | $ | 1,066,809 | | | | | $ | 923,128 | |

| Acquisitions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. real estate | | | 180 | | | | | | | | | | | | $ | 1,240.3 | | | | | 13.7 | | | | | | | | |

| Europe real estate | | | 88 | | | | | | | | | | | | 2,911.8 | | | | | | 8.7 | | | | | | | | |

| Total real estate acquisitions | | | 268 | | | | | | | | | | | | $ | 4,152.1 | | | | | 10.1 | | | | | | | | |

| Initial weighted average cash yield (1) | | | | | | | | | | | | | | | 7.0 | | % | | | | | | | | | | | | |

| Real estate properties under development | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. real estate | | | 91 | | | | | | | | | | | | $ | 285.7 | | | | | 16.6 | | | | | | | | |

| Europe real estate | | | 18 | | | | | | | | | | | | 199.7 | | | | | | 12.5 | | | | | | | | |

| Total real estate properties under development | | | 109 | | | | | | | | | | | | $ | 485.4 | | | | | 14.9 | | | | | | | | |

| Initial weighted average cash yield (1) | | | | | | | | | | | | | | | 7.4 | | % | | | | | | | | | | | | |

| Total (2) | | | 377 | | | | | | | | | | | | $ | 4,637.5 | | | | | 10.7 | | | | | | | | |

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

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

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

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

| Gain on extinguishment of debt | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 367 | | |

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

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

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

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

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

| Balance, December 31, 2021 | | | | | | — | | | | | | — | | | | | | | | | 591,262 | | | | | | $ | 29,578,212 | | | | | $ | (4,530,571) | | | | | $ | 4,933 | | | | | $ | 25,052,574 | | | | | $ | 76,826 | | | | | $ | 25,129,400 | |

| Net income | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | 869,408 | | | | | | — | | | | | | 869,408 | | | | | | 3,008 | | | | | | 872,416 | | |

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

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

| Distributions paid and payable | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | (1,832,030) | | | | | | — | | | | | | (1,832,030) | | | | | | (4,125) | | | | | | (1,836,155) | | |

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

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

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

| Gain on extinguishment of debt | | | — | | | | | | — | | | | | | (367) | | |

| Net proceeds from sale of unconsolidated entities | | | — | | | | | | — | | | | | | 108,088 | | |

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

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

| Other items, including shares withheld upon vesting | | | (8,856) | | | | | | (7,022) | | | | | | (4,790) | | |

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

For more details, please see note *2,* *Merger with Spirit Realty Capital, Inc.*

[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)

in-place leases, is amortized to depreciation and amortization expense over the remaining periods of the respective leases.

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

construction, development, construction, interest and other costs incurred during the period of development are capitalized.

The recognition of changes in the fair

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

value of derivatives is recorded in net income unless the derivative is designated as a cash flow or net investment hedge, in which case the change in fair value is recorded in other comprehensive income and subsequently reclassified to a designated account in our consolidated statements of income and comprehensive income in the periods during which the hedged transaction affects earnings.

Newly Issued Accounting Standards.

We are currently evaluating the impact on our financial statement disclosures.

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, *Income Taxes*, to enhance income tax disclosures, provide more information about tax risks and opportunities present in worldwide operations, and to disaggregate existing income tax disclosures.

The guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively.

Information regarding legal proceedings is included in note [removed: *21*,] [added: *22*,] *Commitments and Contingencies,* to the consolidated financial statements.

For the fiscal year ended December 31, [removed: 2024, or][added: 2025]

[removed: ][added: ]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or [removed: 15 (d)] [added: 15(d)] of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

At June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the Registrant’s [removed: shares of] common [removed: stock, $0.01 par value,] [added: stock] held by non-affiliates of the Registrant was [removed: $45.9] [added: $52.6] billion based upon the last reported sale price of [removed: $52.82] [added: $57.61] per share on the New York Stock Exchange [added: (“NYSE”)] on June 30, [removed: 2024,] [added: 2025,] the last business day of the Registrant’s most recently completed second fiscal quarter.

As of February 20, [removed: 2025,] [added: 2026,] there were [removed: 891,516,161] [added: 932,440,218] shares of common stock outstanding.

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: 13, 2025,] [added: 21, 2026,] 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 Annual Report on Form 10-K for the year ended December 31, [removed: 2024] [added: 2025] (this "annual report").

[added: | | | | | | |] December 31, [added: 2025 | | | | | | | | | December 31,] 2024 [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| | | | [Item [removed: 1A:](#i43b39aa514c64023bc141a2e8f9cdaa6_190)] [added: 1A:](#i700964c3514240b2817e3ccc24807072_175)] | | | [Risk [removed: Factors](#i43b39aa514c64023bc141a2e8f9cdaa6_190)] [added: Factors](#i700964c3514240b2817e3ccc24807072_175)] | | | [removed: [7](#i43b39aa514c64023bc141a2e8f9cdaa6_190)] [added: [9](#i700964c3514240b2817e3ccc24807072_175)] | | |

| | | | [Item [removed: 1B:](#i43b39aa514c64023bc141a2e8f9cdaa6_193)] [added: 1B:](#i700964c3514240b2817e3ccc24807072_202)] | | | [Unresolved Staff [removed: Comments](#i43b39aa514c64023bc141a2e8f9cdaa6_193)] [added: Comments](#i700964c3514240b2817e3ccc24807072_202)] | | | [removed: [21](#i43b39aa514c64023bc141a2e8f9cdaa6_193)] [added: [25](#i700964c3514240b2817e3ccc24807072_202)] | | |

| | | | [Item [removed: 3:](#i43b39aa514c64023bc141a2e8f9cdaa6_202)] [added: 3:](#i700964c3514240b2817e3ccc24807072_211)] | | | [Legal [removed: Proceedings](#i43b39aa514c64023bc141a2e8f9cdaa6_202)] [added: Proceedings](#i700964c3514240b2817e3ccc24807072_211)] | | | [removed: [22](#i43b39aa514c64023bc141a2e8f9cdaa6_202)] [added: [26](#i700964c3514240b2817e3ccc24807072_211)] | | |

| | | | [Item [removed: 4:](#i43b39aa514c64023bc141a2e8f9cdaa6_205)] [added: 4:](#i700964c3514240b2817e3ccc24807072_214)] | | | [Mine Safety [removed: Disclosures](#i43b39aa514c64023bc141a2e8f9cdaa6_205)] [added: Disclosures](#i700964c3514240b2817e3ccc24807072_214)] | | | [removed: [22](#i43b39aa514c64023bc141a2e8f9cdaa6_205)] [added: [26](#i700964c3514240b2817e3ccc24807072_214)] | | |

| | | | [Item [removed: 5:](#i43b39aa514c64023bc141a2e8f9cdaa6_211)] [added: 5:](#i700964c3514240b2817e3ccc24807072_220)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i43b39aa514c64023bc141a2e8f9cdaa6_211)] [added: Securities](#i700964c3514240b2817e3ccc24807072_220)] | | | [removed: [22](#i43b39aa514c64023bc141a2e8f9cdaa6_211)] [added: [27](#i700964c3514240b2817e3ccc24807072_220)] | | |

| | | | [Item [removed: 7:](#i43b39aa514c64023bc141a2e8f9cdaa6_112)] [added: 7:](#i700964c3514240b2817e3ccc24807072_115)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i43b39aa514c64023bc141a2e8f9cdaa6_112)] [added: Operations](#i700964c3514240b2817e3ccc24807072_115)] | | | [removed: [24](#i43b39aa514c64023bc141a2e8f9cdaa6_112)] [added: [29](#i700964c3514240b2817e3ccc24807072_115)] | | |

| | | | [Item [removed: 7A:](#i43b39aa514c64023bc141a2e8f9cdaa6_157)] [added: 7A:](#i700964c3514240b2817e3ccc24807072_166)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i43b39aa514c64023bc141a2e8f9cdaa6_157)] [added: Risk](#i700964c3514240b2817e3ccc24807072_166)] | | | [removed: [44](#i43b39aa514c64023bc141a2e8f9cdaa6_157)] [added: [49](#i700964c3514240b2817e3ccc24807072_166)] | | |

| | | | [Item [removed: 8:](#i43b39aa514c64023bc141a2e8f9cdaa6_217)] [added: 8:](#i700964c3514240b2817e3ccc24807072_226)] | | | [Financial Statements and Supplementary [removed: Data](#i43b39aa514c64023bc141a2e8f9cdaa6_217)] [added: Data](#i700964c3514240b2817e3ccc24807072_226)] | | | [removed: [46](#i43b39aa514c64023bc141a2e8f9cdaa6_217)] [added: [51](#i700964c3514240b2817e3ccc24807072_226)] | | |

| | | | [Item [removed: 9:](#i43b39aa514c64023bc141a2e8f9cdaa6_229)] [added: 9:](#i700964c3514240b2817e3ccc24807072_238)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i43b39aa514c64023bc141a2e8f9cdaa6_229)] [added: Disclosure](#i700964c3514240b2817e3ccc24807072_238)] | | | [removed: [88](#i43b39aa514c64023bc141a2e8f9cdaa6_229)] [added: [96](#i700964c3514240b2817e3ccc24807072_238)] | | |

| | | | [Item [removed: 9A:](#i43b39aa514c64023bc141a2e8f9cdaa6_160)] [added: 9A:](#i700964c3514240b2817e3ccc24807072_169)] | | | [Controls and [removed: Procedures](#i43b39aa514c64023bc141a2e8f9cdaa6_160)] [added: Procedures](#i700964c3514240b2817e3ccc24807072_169)] | | | [removed: [88](#i43b39aa514c64023bc141a2e8f9cdaa6_160)] [added: [96](#i700964c3514240b2817e3ccc24807072_169)] | | |

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| | | | [Item [removed: 9C:](#i43b39aa514c64023bc141a2e8f9cdaa6_235)] [added: 9C:](#i700964c3514240b2817e3ccc24807072_244)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i43b39aa514c64023bc141a2e8f9cdaa6_235)] [added: Inspections](#i700964c3514240b2817e3ccc24807072_244)] | | | [removed: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_235)] [added: [97](#i700964c3514240b2817e3ccc24807072_244)] | | |

| | | | [Item [removed: 10:](#i43b39aa514c64023bc141a2e8f9cdaa6_241)] [added: 10:](#i700964c3514240b2817e3ccc24807072_250)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i43b39aa514c64023bc141a2e8f9cdaa6_241)] [added: Governance](#i700964c3514240b2817e3ccc24807072_250)] | | | [removed: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_241)] [added: [97](#i700964c3514240b2817e3ccc24807072_250)] | | |

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| | | | [Item [removed: 12:](#i43b39aa514c64023bc141a2e8f9cdaa6_247)] [added: 12:](#i700964c3514240b2817e3ccc24807072_256)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i43b39aa514c64023bc141a2e8f9cdaa6_247)] [added: Matters](#i700964c3514240b2817e3ccc24807072_256)] | | | [removed: [89](#i43b39aa514c64023bc141a2e8f9cdaa6_247)] [added: [97](#i700964c3514240b2817e3ccc24807072_256)] | | |

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| | | | [Item [removed: 15:](#i43b39aa514c64023bc141a2e8f9cdaa6_175)] [added: 15:](#i700964c3514240b2817e3ccc24807072_187)] | | | [Exhibits and Financial Statement [removed: Schedules](#i43b39aa514c64023bc141a2e8f9cdaa6_175)] [added: Schedules](#i700964c3514240b2817e3ccc24807072_187)] | | | [removed: [90](#i43b39aa514c64023bc141a2e8f9cdaa6_175)] [added: [98](#i700964c3514240b2817e3ccc24807072_187)] | | |

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

[removed: Founded in 1969, we invest in diversified commercial real estate and as] [added: As] of December 31, [removed: 2024,] [added: 2025, we] have a portfolio of over [removed: 15,600] [added: 15,500] properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and [removed: six] [added: eight] other countries in Europe.

Since our [removed: founding,] [added: listing on the NYSE in 1994,] we have [removed: declared 656 consecutive monthly dividends] [added: had 133 dividend increases] and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for [removed: the last 30] [added: over 31] consecutive years.

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

We generally seek to [removed: own or hold interests] [added: invest] in [removed: commercial real estate] [added: properties] that [removed: has] [added: exhibit] some or all of the following characteristics:

- [removed: Properties with strong] [added: Strong] demographic attributes or that we [removed: deem to be] [added: believe are] profitable for our clients;

- [removed: Properties with real] [added: Real] estate valuations that approximate replacement costs;

- [removed: Properties with rental] [added: Rental] or lease payments that approximate market rents for [removed: similar] [added: comparable] properties;

- [removed: Properties that can] [added: Can] be [removed: purchased] [added: acquired] with the simultaneous execution or assumption of [removed: long-term] [added: long‑term] net lease agreements, [removed: offering both] [added: providing] current income and the potential for future rent [removed: increases;][added: growth;]

- [removed: Properties that leverage] [added: Leverage long‑standing] relationships with clients, sellers, investors, or developers as part of a [removed: long-term] [added: long‑term] strategy; and

- [removed: Properties that leverage] [added: Benefit from] our proprietary insights, including [removed: those in] locations and geographic markets we expect to remain [removed: strong] [added: stable] or strengthen [removed: in the future.][added: over time.]

After [removed: applying this investment strategy,] [added: evaluating strategic considerations,] we pursue [removed: those transactions] [added: investments] where we believe we can achieve an attractive investment spread [removed: over] [added: relative to] our cost of capital and favorable [removed: risk-adjusted] [added: risk‑adjusted] returns.

To be considered for acquisition, investments must meet [removed: stringent] [added: our established] underwriting requirements.

We [removed: analyze investments based on] [added: evaluate opportunities using] one or more of the following criteria:

or

| 3.375% Notes due 2031 | | | O31B | | | New York Stock Exchange | | |

| 3.875% Notes due 2035 | | | O35B | | | New York Stock Exchange | | |

December 31, 2025

| | | | [Item 1:](#i700964c3514240b2817e3ccc24807072_196) | | | [Business](#i700964c3514240b2817e3ccc24807072_196) | | | [2](#i700964c3514240b2817e3ccc24807072_196) | | |

| | | | [Item 1C:](#i700964c3514240b2817e3ccc24807072_205) | | | [Cybersecurity](#i700964c3514240b2817e3ccc24807072_205) | | | [25](#i700964c3514240b2817e3ccc24807072_205) | | |

| | | | [Item 2:](#i700964c3514240b2817e3ccc24807072_208) | | | [Properties](#i700964c3514240b2817e3ccc24807072_208) | | | [25](#i700964c3514240b2817e3ccc24807072_208) | | |

| [PART II](#i700964c3514240b2817e3ccc24807072_217) | | | | | | | | | | | |

| | | | [Item 6:](#i700964c3514240b2817e3ccc24807072_223) | | | [\[Reserved\]](#i700964c3514240b2817e3ccc24807072_223) | | | [28](#i700964c3514240b2817e3ccc24807072_223) | | |

| [PART III](#i700964c3514240b2817e3ccc24807072_247) | | | | | | | | | | | |

| [PART IV](#i700964c3514240b2817e3ccc24807072_265) | | | | | | | | | | | |

| | | | [Item 16:](#i700964c3514240b2817e3ccc24807072_268) | | | [Form 10-K Summary](#i700964c3514240b2817e3ccc24807072_268) | | | [104](#i700964c3514240b2817e3ccc24807072_268) | | |

| [SIGNATURES](#i700964c3514240b2817e3ccc24807072_271) | | | | | | | | | [105](#i700964c3514240b2817e3ccc24807072_271) | | |

Founded in 1969, we serve our clients as a full-service real estate capital provider.

Our Primary Business Activities

Our primary business is the acquisition, ownership, and active management of freestanding commercial properties leased under long‑term net lease agreements to a diversified base of operators, including a blend of investment grade, investment grade equivalent, and other creditworthy clients.

We focus on clients with strong business models, resilient cash flow characteristics, and locations that are strategically important to their operations and aligned with our long‑term investment objectives.

These activities are supported by data‑driven analytics that inform client selection, site quality, and portfolio construction.

Under a net lease structure, clients are typically responsible for most or all property-level operating expenses, including real estate taxes, insurance, and maintenance, while we are entitled to receive contractually defined rental payments, many of which include embedded contractual rent escalations.

This structure, together with our analytics‑supported underwriting, is designed to generate a stable and predictable revenue stream, provide built‑in growth over time, and reduce our exposure to variable operating costs, contributing to the durability and consistency of our cash flows across market cycles.

Our asset management approach includes ongoing monitoring of client performance, property‑level oversight, proactive leasing and disposition strategies, and maintaining strong client relationships.

Together, these capabilities support long‑term occupancy, favorable leasing and releasing outcomes, and help preserve and enhance the value of our portfolio.

We use internal analytics to prioritize actions that support occupancy, re‑leasing outcomes, and value creation.

As a net lease real estate investment trust ("REIT"), we finance our business through a combination of long‑term debt, equity, retained cash flow and capital recycling through dispositions.

We manage our balance sheet with a focus on maintaining financial flexibility, access to multiple forms of capital, and a conservative leverage profile.

These attributes, combined with our scale and cost‑of‑capital advantages, position us to pursue high‑quality investment opportunities and have enabled us to deliver consistent long‑term value to our stockholders.

The Company faces competition from other REITs, businesses and other entities in the acquisition, development and operation of freestanding commercial properties.

Many such competitors own or operate properties similar to ours in some of the same areas where our properties are located.

See "In order to grow we need to continue to acquire investment properties.

The acquisition of investment properties may be subject to competitive pressures." in Item 1A.

Risk Factors.

Strategic Growth Initiatives

We pursue growth initiatives that enhance the scale, diversification, and durability of our portfolio while remaining consistent with our investment philosophy and risk management framework.

These initiatives include geographic expansion; increased investment in property types with strong growth prospects; real estate investments across the capital structure; expansion of our private capital business through joint ventures, private funds, and other arrangements; and strategic asset management initiatives, which may be pursued individually or concurrently.

Our entry into new growth verticals is subject to a rigorous and deliberate evaluation process.

We pursue opportunities where we believe we can leverage our existing platform, operating capabilities, strategy, and investment expertise to generate attractive risk‑adjusted returns over the long term.

Real Estate Investment Strategy - Retail Investment Focus

Retail properties represent a significant portion of our portfolio.

Within this category, we primarily target properties that support service-oriented, non-discretionary, and/or low-price-point business models.

These uses often provide essential or recurring services and, in our experience, tend to exhibit more resilient demand characteristics across economic cycles.

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

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

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

| | | | [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) | | | | | | | | | | | |

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

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

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

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.

- Properties in markets or locations important to our clients;

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

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.

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

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

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

In addition, management updates the Audit Committee, as necessary, regarding any [removed: material] [added: significant] cybersecurity incidents, as well as any incidents with lesser impact potential.

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

[removed: The team has primary responsibility] [added: Our Senior Vice President of Information Technology is primarily responsible] for [added: assessing and managing] our [added: material risks from cybersecurity threats, including our] overall cybersecurity risk management [removed: program] [added: program,] and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants.

[removed: Our management team] [added: He] has [removed: extensive] [added: over 20 years of] experience implementing and operating cybersecurity technologies, policies, and procedures throughout various [removed: industries and includes a Certified Information Systems Security Professional with ISC2.][added: industries.]

Our [added: Senior Vice President of Information Technology works closely with our] management team [removed: supervises] [added: to keep them informed about and to monitor the Company’s] efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

Our Senior Vice President of Information Technology has served in IT roles for the Company since 2007, and has led the department since 2020.

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

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

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

There were approximately [removed: 13,200] [added: 12,700] registered holders of record of our common stock as of January 30, [removed: 2025.][added: 2026.]

[removed: During] [added: (1)All 2,168 shares of common stock purchased during] the three months ended December 31, [removed: 2024, the following shares of stock] [added: 2025] 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 [removed: Plan"):][added: Plan").]

| Period | | | | | | Total Number of Shares Purchased [added: (1)] | | | | | | Average Price Paid per Share | | | [added: | | | Total Number of Shares Purchased as Part of Publicly Announced Program (2) | | | | | | Maximum Dollar Value of Shares that May be Repurchased Under the Program | | |]

Stock Performance Graph

The line graph below compares the cumulative total stockholder return of Realty Income’s common stock from December 31, 2020 to December 31, 2025 with the cumulative total returns of the S&P 500 Index and the Financial Times and Stock Exchange ("FTSE") Nareit Equity REITs Index.

The graph illustrates the performance of a $100 investment in our common stock and in each index (with reinvestment of all dividends as required by the SEC) from December 31, 2020 until December 31, 2025.

Historical stock price performance should not be relied upon as an indication of future stock price performance.


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

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

| Company/Index | | | Base Period 12/31/2020 | | | 12/31/2021 | | | 12/31/2022 | | | 12/31/2023 | | | 12/31/2024 | | | 12/31/2025 | | |

| Realty Income | | | $ | 100.00 | | $ | 124.07 | | $ | 114.95 | | $ | 109.69 | | $ | 107.37 | | $ | 120.47 | |

| S&P 500 | | | $ | 100.00 | | $ | 128.68 | | $ | 105.36 | | $ | 133.03 | | $ | 166.28 | | $ | 195.98 | |

| FTSE Nareit Equity REITs | | | $ | 100.00 | | $ | 141.31 | | $ | 106.18 | | $ | 118.22 | | $ | 124.03 | | $ | 126.82 | |

The following table presents the number and average price of shares purchased during the three months ended December 31, 2025:

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

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

| October 1, 2025 — October 31, 2025 | | | | | | 802 | | | | | | $ | 60.17 | | | | | — | | | | | | $ | 2,000,000,000 | |

| November 1, 2025 — November 30, 2025 | | | | | | 1,100 | | | | | | $ | 57.01 | | | | | — | | | | | | $ | 2,000,000,000 | |

| December 1, 2025 — December 31, 2025 | | | | | | 266 | | | | | | $ | 57.42 | | | | | — | | | | | | $ | 2,000,000,000 | |

| Total | | | | | | 2,168 | | | | | | $ | 58.23 | | | | | — | | | | | | | | |

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

(2)In February 2025, our Board of Directors authorized a share repurchase program for up to $2.0 billion in shares of our common stock, which will expire in January 2028.

[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 | |

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

| A. | | | [Reports of Independent Registered Public Accounting [removed: Firm](#i43b39aa514c64023bc141a2e8f9cdaa6_223)] [added: Firm](#i700964c3514240b2817e3ccc24807072_232)] | | |

| B. | | | [Consolidated Balance Sheets, December 31, [removed: 2024 and](#i43b39aa514c64023bc141a2e8f9cdaa6_19) [December 31,](#i43b39aa514c64023bc141a2e8f9cdaa6_19) [2023](#i43b39aa514c64023bc141a2e8f9cdaa6_19)] [added: 2025 and December 31, 2024](#i700964c3514240b2817e3ccc24807072_19)] | | |

| C. | | | [Consolidated Statements of Income and Comprehensive Income, Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i43b39aa514c64023bc141a2e8f9cdaa6_25)] [added: 2023](#i700964c3514240b2817e3ccc24807072_25)] | | |

| D. | | | [Consolidated Statements of Equity, Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i43b39aa514c64023bc141a2e8f9cdaa6_31)] [added: 2023](#i700964c3514240b2817e3ccc24807072_31)] | | |

| E. | | | [Consolidated Statements of Cash Flows, Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022](#i43b39aa514c64023bc141a2e8f9cdaa6_34)] [added: 2023](#i700964c3514240b2817e3ccc24807072_34)] | | |

| F. | | | [Notes to Consolidated Financial [removed: Statements](#i43b39aa514c64023bc141a2e8f9cdaa6_37)] [added: Statements](#i700964c3514240b2817e3ccc24807072_37)] | | |

| G. | | | [Schedule [removed: III Real] [added: III](#i700964c3514240b2817e3ccc24807072_274) [\-](#i700964c3514240b2817e3ccc24807072_274) [Real] Estate and Accumulated [removed: Depreciation](#i43b39aa514c64023bc141a2e8f9cdaa6_265)] [added: Depreciation](#i700964c3514240b2817e3ccc24807072_274)] | | |

We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries (the Company) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 25, 2025] [added: 24, 2026] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We have audited Realty Income Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 25, 2025] [added: 24, 2026] expressed an unqualified opinion on those consolidated financial statements.

| | | | | | |

*Assessment of the expected holding period for long-lived assets*

As discussed in Note 1 to the consolidated financial statements, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances, including shortening the estimated holding periods of such assets, indicate that the carrying amount of these assets may not be recoverable.

The Company's long-lived assets primarily consist of its real estate held for investment and the related lease intangible assets, net of accumulated depreciation and amortization, which were $59.1 billion as of December 31, 2025.

We identified the assessment of the Company's impairment analysis for certain long-lived assets as a critical audit matter.

Specifically, subjective auditor judgment was required in identifying and assessing the events or changes in circumstances which may indicate a shortening of the estimated holding periods for long-lived assets.

Changes in the estimated holding periods could have a significant impact on the recoverability of the long-lived assets.

We evaluated the design and tested the operating effectiveness of certain internal controls, which included identification and assessment of events or changes in circumstances that indicate a shortening of the estimated holding period of long-lived assets.

We evaluated the Company's estimated holding period by (i) inquiring of the Company's management, including personnel outside of the accounting department, regarding changes to the estimated holding period, (ii) obtaining written representations from management, (iii) reading the minutes of the board of directors of the Company, (iv) analyzing documents prepared by the Company regarding potential long-lived asset disposition transactions, and (v) evaluating events occurring after December 31, 2025.

February 24, 2026

February 24, 2026

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

*Evaluation of the Fair Value of Acquired Land*

As discussed in Notes 2 and 4 to the consolidated financial statements, during 2024 the Company acquired $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 fair values.

We identified the evaluation of the fair value of acquired land as a critical audit matter.

Specifically, the measurement of the fair values of land is dependent upon significant assumptions of market land values for which relevant external market data is not always readily available.

Subjective auditor judgment was required in evaluating the fair value measurements given the sensitivity of the fair value measurements to changes in these assumptions.

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

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to allocate the purchase price of real estate acquisitions.

This included controls over the measurement of the fair value of land.

For a selection of real estate acquisitions, we involved valuation professionals with specialized skills and knowledge who assisted in evaluating a selection of the Company’s acquired land values by comparing them to independently developed ranges using market data from industry transaction databases and published industry reports.

February 25, 2025

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

February 25, 2025

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

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as [removed: amended)] [added: amended (the "Exchange Act")] that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2024,] [added: 2025,] 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: 2024] [added: 2025] our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Submitted on February [removed: 25, 2025] [added: 24, 2026] by,

There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024,] [added: 2025,] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

During the three months ended December 31, [removed: 2024,] [added: 2025,] 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.”

A copy of our [removed: policy] [added: Insider Trading Compliance Policy] is [removed: filed with] [added: incorporated by reference as Exhibit 19.1 to] this Annual Report on Form [removed: 10-K as Exhibit 19.1.][added: 10-K.]

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: 2025] [added: 2026] Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the [removed: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2024] [added: 2025] and December 31, [removed: 2023][added: 2024]

Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022][added: 2023]

Schedule III [added: -] Real Estate and Accumulated Depreciation

| 3.2 | | | | | | [Articles of Incorporation of the Company, as amended by amendment No. 1 dated May 10, 2005 and amendment No. 2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 3, 2005 (File No. 033-69410) and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000072672812000048/exhibit_3-1.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465905035997/a05-12627_1ex3d1.htm)] | | | | | |

| 3.16 | | | | | | [Articles Supplementary to the Articles of Incorporation of [removed: Realty Income Corporation] [added: the Company] classifying and designating the 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit [removed: no.] 3.15 to the Company’s Form 8-A12B, filed on January 22, 2024 (File No. 001-13374) and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465924005341/tm243768d2_ex3-15.htm) | | | | | |

| 4.1 | | | | | | [Indenture dated [removed: 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 reference).](https://www.sec.gov/Archives/edgar/data/726728/0001047469-98-038356.txt) | | | | | |

| 4.5 | | | | | | [Form of [removed: 3.875%] [added: 4.125%] Note due [removed: 2024] [added: 2026] (filed as exhibit 4.2 to the Company’s Form 8-K, filed on [removed: June 25,] [added: September 23,] 2014 (File No. 001-13374), and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914048360/a14-15488_5ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d2.htm)] | | | | | |

| 4.6 | | | | | | [Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled [removed: “3.875%] [added: “4.125%] Notes due [removed: 2024”] [added: 2026”] (filed as exhibit 4.3 to the Company’s Form 8-K, filed on [removed: June 25,] [added: September 23,] 2014 (File No. [removed: 001-13374),] [added: 001-11374),] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914048360/a14-15488_5ex4d3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d3.htm)] | | | | | |

| 4.7 | | | | | | [Form of [removed: 4.125%] [added: 3.000%] Note due [removed: 2026] [added: 2027] (filed as exhibit 4.2 to the Company’s Form 8-K, filed on [removed: September 23, 2014] [added: October 12, 2016] (File No. 001-13374), and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d2.htm)] | | | | | |

| 4.8 | | | | | | [Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled [removed: “4.125%] [added: “3.000%] Notes due [removed: 2026”] [added: 2027”] (filed as exhibit 4.3 to the Company’s Form 8-K, filed on [removed: September 23, 2014] [added: October 12, 2016] (File No. [removed: 001-11374),] [added: 001-13374),] and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465914067694/a14-20959_5ex4d3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm)] | | | | | |

| 4.9 | | | | | | [Form of [removed: 3.000%] [added: 4.650%] Note due [removed: 2027] [added: 2047] (filed as exhibit 4.2 to the Company’s Form 8-K, filed on [removed: October 12, 2016 (File] [added: March 15, 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d2.htm) [(File] No. [removed: 001-13374), and] [added: 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d2.htm)] | | | | | |

| [removed: 4.10] [added: 4.22] | | | | | | [removed: [Officer’s] [added: [Officers’] Certificate [added: dated October 1, 2020] pursuant to [removed: sections] [added: Sections] 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled [removed: “3.000%] [added: “1.625%] Notes due [removed: 2027”] [added: 2030”] (filed as [removed: exhibit] [added: an Exhibit] 4.3 to the Company’s Form 8-K, filed on October [removed: 12, 2016 (File] [added: 1, 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920110697/tm2031354d5_ex4-3.htm) [(File] No. [removed: 001-13374), and] [added: 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and] incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920110697/tm2031354d5_ex4-3.htm)] | | | | | |

| [removed: 4.11] [added: 4.10] | | | | | | [Form of [removed: 4.650%] [added: 4.125%] Note due [removed: 2047] [added: 2026] (filed as exhibit [removed: 4.2] [added: 4.3] to the Company’s Form 8-K, filed on March 15, [removed: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d2.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d3.htm)] [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d3.htm)] | | | | | |

| 4.12 | | | | | | [Form of [removed: 4.125%] [added: 3.650%] Note due [removed: 2026] [added: 2028] (filed as exhibit [removed: 4.3] [added: 4.2] to the Company’s Form 8-K, filed on [removed: March 15, 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d3.htm)] [added: December 6, 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d2.htm)] [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d2.htm)] | | | | | |

| [removed: 4.13] [added: 4.11] | | | | | | [Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “4.650% Notes due 2047” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on March 15, 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d4.htm) [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917016645/a17-7757_6ex4d4.htm) | | | | | |

| 4.14 | | | | | | [Form of [removed: 3.650%] [added: 4.650%] Note due [removed: 2028] [added: 2047] (filed as exhibit [removed: 4.2] [added: 4.4] to the Company’s Form 8-K, filed on December 6, [removed: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d2.htm)] [added: 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d4.htm)] [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d2.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d4.htm)] | | | | | |

| [removed: 4.15] [added: 4.23] | | | | | | [Form of [removed: 4.650%] [added: 0.750%] Note due [removed: 2047] [added: 2026] (filed as exhibit [removed: 4.4] [added: 4.2] to the Company’s Form 8-K, filed on December [removed: 6, 2017](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d4.htm)] [added: 14, 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_ex4-2.htm)] [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465917072093/a17-27478_5ex4d4.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_ex4-2.htm)] | | | | | |

| [removed: 4.16] [added: 4.17] | | | | | | [Form of [removed: 3.875%] [added: 3.250%] Note due [removed: 2025] [added: 2031] (filed as exhibit 4.2 to the Company’s Form 8-K, filed on [removed: April 4, 2018](http://www.sec.gov/Archives/edgar/data/726728/000110465918022449/a18-9533_1ex4d2.htm)] [added: May 8, 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-2.htm)] [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465918022449/a18-9533_1ex4d2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-2.htm)] | | | | | |

| [removed: 4.17] [added: 4.16] | | | | | | [Officers’ Certificate pursuant to Sections 201, [removed: 301,] [added: 301] and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, [removed: N.A.] [added: N.A.,] as successor trustee, establishing a series of securities entitled [removed: “3.875% Notes due 2025” and re-opening a series of securities entitled “4.125%] [added: “3.250%] Notes due [removed: 2026”] [added: 2029."] (filed as exhibit 4.3 to the [removed: Company’s] [added: Company's] Form 8-K, filed on [removed: April 4, 2018](http://www.sec.gov/Archives/edgar/data/726728/000110465918022449/a18-9533_1ex4d3.htm)] [added: June 16, 2019](http://www.sec.gov/Archives/edgar/data/726728/000110465919036383/a19-11678_1ex4d3.htm#Exhibit4_3_093811)] [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465918022449/a18-9533_1ex4d3.htm)] [added: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465919036383/a19-11678_1ex4d3.htm#Exhibit4_3_093811)] | | | | | |

| [removed: 4.18] [added: 4.15] | | | | | | [Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June 16, 2019 (File No. 001-13374), and incorporated herein by reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465919036383/a19-11678_1ex4d2.htm#Exhibit4_2_091537) | | | | | |

| 4.19 | | | | | | [removed: [Officers’ Certificate] [added: [Officers' Certificate, dated May 8, 2020,] pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled [removed: “3.250%] [added: "3.250%] Notes due [removed: 2029."] [added: 2031."] (filed as exhibit 4.3 to the Company's Form 8-K, filed on [removed: June 16, 2019](http://www.sec.gov/Archives/edgar/data/726728/000110465919036383/a19-11678_1ex4d3.htm#Exhibit4_3_093811)] [added: May 8, 2020,](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-3.htm)] [(File No. 001-13374),](http://www.sec.gov/Archives/edgar/data/726728/000110465916149812/a16-19723_1ex4d3.htm) [and incorporated herein by [removed: reference).](http://www.sec.gov/Archives/edgar/data/726728/000110465919036383/a19-11678_1ex4d3.htm#Exhibit4_3_093811)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-3.htm)] | | | | | |

| [removed: 4.20] [added: 4.18] | | | | | | [Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the [removed: Company’s] [added: Company's] Form 8-K, filed on [removed: May 8, 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-2.htm)] [added: July 16, 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-2.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/726728/000110465920058857/tm2014914d5_ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-2.htm)] | | | | | |

| 4.21 | | | | | | [Form of [removed: 3.250%] [added: 1.625%] Note due [removed: 2031] [added: 2030] (filed as exhibit 4.2 to the [removed: Company's] [added: Company’s] Form 8-K, filed on [removed: July 16, 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-2.htm)] [added: October 1, 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920110697/tm2031354d5_ex4-2.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/726728/000110465920084079/tm2024775d1_ex4-2.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920110697/tm2031354d5_ex4-2.htm)] | | | | | |

| [removed: 4.22] [added: 4.20] | | | | | | [Officers' Certificate, dated [removed: May 8,] [added: July 16,] 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, [removed: establishing] [added: re-opening] a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on [removed: May 8, 2020,](https://www.sec.gov/Archives/edgar/data/726728/000110465920058857/tm2014914d5_ex4-3.htm)] [added: July 16, 2020,](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-3.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/726728/000110465920058857/tm2014914d5_ex4-3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-3.htm)] | | | | | |

| [removed: 4.23] [added: 4.25] | | | | | | [removed: [Officers' Certificate,] [added: [Officers’ Certificate] dated [removed: July 16, 2020,] [added: December 14, 2020] pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, [removed: re-opening] [added: establishing] a series of [added: debt] securities entitled [removed: "3.250%] [added: “0.750%] Notes due [removed: 2031."] [added: 2026” and a series of debt securities entitled “1.800% Notes due 2033”] (filed as [removed: exhibit 4.3] [added: an Exhibit 4.4] to the Company's Form 8-K, filed on [removed: July 16, 2020,](https://www.sec.gov/Archives/edgar/data/726728/000110465920084079/tm2024775d1_ex4-3.htm)] [added: December 14, 2020](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_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/726728/000110465920084079/tm2024775d1_ex4-3.htm)] [added: reference).](https://www.sec.gov/Archives/edgar/data/726728/000110465920135297/tm2037737d6_ex4-4.htm)] | | | | | |