Item 1A. Risk Factors

You should carefully consider the risks described in "Item 1A, Risk Factors" in Part I of our Annual Report on Form 10-K for the year ended December 31, 2020, and any amendments thereto filed with the SEC, and the risk factors related to the Mergers described and referred in Exhibit 99.4 to, and under the captions “Supplemental Risk Factors” and “Forward-Looking Statements” in, the June 4, 2021 Form 8-K, as well as the information in Exhibits 99.1 and 99.2 to the June 4, 2021 Form 8-K, and the information in our Current Report on Form 8-K filed with the SEC on June 29, 2021, including Exhibit 99.1 thereto, as our business, financial condition and results of operations could be adversely affected by any of the risks and uncertainties described therein.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following shares of stock were withheld for state and federal payroll taxes on the vesting of employee stock awards, as permitted under the 2012 and 2021 Incentive Award Plans of Realty Income Corporation:

• 230 shares of stock, at a weighted average price of $67.35, in July 2021;

• 12,833 shares of stock, at a weighted average price of $66.98, in August 2021; and

• 167 shares of stock, at a weighted average price of $71.38, in September 2021.

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