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, 2025, as our business, financial condition and results of operations could be adversely affected by any of the risks and uncertainties described therein. There have been no material changes to the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2025.

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

The following table presents the number and average price of shares purchased during the three months ended March 31, 2026:


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Average Price Paid per Share		Maximum Dollar Value of Shares that May be Repurchased Under the Program
January 1, 2026 — January 31, 2026	79,719	$	56.37	1,761,600	$	57.85	$	1,898,091,440
February 1, 2026 — February 28, 2026	114,709	$	66.11	—	$	—	$	1,898,091,440
March 1, 2026 — March 31, 2026	5,288	$	65.67	—	$	—	$	1,898,091,440
Total	199,716	$	62.21	1,761,600	$	57.85

(1)All 199,716 shares of common stock purchased during the three months ended March 31, 2026 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 withholding of common stock by us could be deemed a purchase of such common stock.

(2)We are authorized to repurchase up to $2.0 billion in shares of our common stock under our share repurchase program, which will expire in January 2028.

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