10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2025

or

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-13374

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

Maryland	33-0580106
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)

11995 El Camino Real, San Diego, California 92130

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (858) 284-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value	O	New York Stock Exchange
1.125% Notes due 2027	O27A	New York Stock Exchange
1.875% Notes due 2027	O27B	New York Stock Exchange
5.000% Notes due 2029	O29B	New York Stock Exchange
1.625% Notes due 2030	O30	New York Stock Exchange
4.875% Notes due 2030	O30B	New York Stock Exchange
5.750% Notes due 2031	O31A	New York Stock Exchange
3.375% Notes due 2031	O31B	New York Stock Exchange
1.750% Notes due 2033	O33A	New York Stock Exchange
5.125% Notes due 2034	O34	New York Stock Exchange
3.875% Notes due 2035	O35B	New York Stock Exchange
6.000% Notes due 2039	O39	New York Stock Exchange
5.250% Notes due 2041	O41	New York Stock Exchange
2.500% Notes due 2042	O42	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☒ No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐ No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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.  Yes  ☒ No  ☐

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  ☒ No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," “accelerated filer,” "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐ No  ☒

At June 30, 2025, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrant was $52.6 billion based upon the last reported sale price of $57.61 per share on the New York Stock Exchange (“NYSE”) on June 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter. The determination of affiliate status for purposes of this calculation is not necessarily a conclusive determination for other purposes.

As of February 20, 2026, there were 932,440,218 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

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 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, 2025 (this "annual report").

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REALTY INCOME CORPORATION

Index to Form 10-K

December 31, 2025

PART I			Page
	Item 1:	Business	2
	Item 1A:	Risk Factors	9
	Item 1B:	Unresolved Staff Comments	25
	Item 1C:	Cybersecurity	25
	Item 2:	Properties	25
	Item 3:	Legal Proceedings	26
	Item 4:	Mine Safety Disclosures	26
PART II
	Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
	Item 6:	[Reserved]	28
	Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
	Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	49
	Item 8:	Financial Statements and Supplementary Data	51
	Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	96
	Item 9A:	Controls and Procedures	96
	Item 9B:	Other Information	97
	Item 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	97
PART III
	Item 10:	Directors, Executive Officers and Corporate Governance	97
	Item 11:	Executive Compensation	97
	Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	97
	Item 13:	Certain Relationships and Related Transactions, and Director Independence	97
	Item 14:	Principal Accounting Fees and Services	97
PART IV
	Item 15:	Exhibits and Financial Statement Schedules	98
	Item 16:	Form 10-K Summary	104
SIGNATURES			105

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PART I

Item 1:          Business

In this Annual Report on Form 10-K, unless the context otherwise requires, references to “Realty Income,” the “Company,” “we,” “our” or “us” refer to Realty Income Corporation and our subsidiaries.

THE COMPANY

Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies®. Founded in 1969, we serve our clients as a full-service real estate capital provider. As of December 31, 2025, we have a portfolio of over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe. We are known as “The Monthly Dividend Company®” and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time. Since our listing on the NYSE in 1994, we have had 133 dividend increases and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for over 31 consecutive years.

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.

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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. We use predictive analytics to help identify retail formats and locations with durable demand profiles and attractive unit-level economics.

We also prioritize retail clients that have demonstrated resilience to e‑commerce, including through necessity‑based offerings, experiential components, or strong omnichannel strategies that effectively integrate physical locations with digital platforms. We believe these attributes support durable cash flows and long‑term occupancy.

Consistent with this approach, we seek to acquire, invest in, and develop high‑quality real estate that our clients consider important to the successful operation of their businesses. Our strategy emphasizes owning or holding interests in commercial real estate that supports durable, long‑term cash flow and aligns with our net lease model, while allowing for selective expansion where we believe we can enhance returns and diversification. After evaluating strategic considerations, we pursue investments where we believe we can achieve an attractive investment spread relative to our cost of capital and favorable risk‑adjusted returns.

Geographic Expansion

Geographic expansion is an important component of our investment strategy where we believe we can apply our established net lease expertise within markets that provide diversification benefits and attractive long‑term fundamentals. Since our initial entry into the U.K. in 2019, we have successfully grown and scaled our U.K. and European platforms, and as of December 31, 2025, our U.K. and European assets represented approximately 19% of our annualized base rent (as defined in "Property Portfolio Information" below), compared to approximately 14% as of December 31, 2024. This growth reflects our sustained investment activity in the region, with U.K. and Europe representing approximately 60% of our total acquisition volume in 2025.

We believe that our large U.K. and European net lease real estate presence provides us with a meaningful competitive advantage. We have established a fully integrated European platform that we believe would require significant time, scale, capital, and expertise for new entrants to replicate. International expansion has also enhanced our flexibility and optionality, allowing us to dynamically allocate capital across geographies in response to evolving real estate fundamentals and capital market conditions. During 2025, we expanded our portfolio into Poland and the Netherlands, further growing and diversifying our European footprint. Subsequent to year‑end, in January 2026, we made initial investments in Mexico through a joint‑venture with leading global institutional partners. We regularly evaluate additional geographies globally where we believe we can partner with high‑quality clients and operate within legal, regulatory, and real estate market environments that support our long‑term risk‑adjusted return objectives.

Property Type Diversification

In addition to geographic diversification, our investment strategy includes selective expansion across real estate property types where we believe favorable secular tailwinds support durable cash flows and attractive returns. In recent years, this has included greater investment activity in property types such as data centers, gaming, and industrial real estate. We believe demand trends within these sectors support strong internal rates of return while also providing diversification benefits within our overall portfolio.

Real Estate Credit Investments

We also complement our core equity real estate ownership activities with other initiatives, including real estate credit investments and active asset management.

In recent years, we have expanded our investment activities beyond traditional equity ownership to include credit investments across the real estate capital structure. As of December 31, 2025, we held loans and preferred equity interests totaling $3.1 billion, an increase from $1.5 billion as of December 31, 2024. These investments provide attractive risk‑adjusted return profiles and can serve as a natural hedge to the possible impact of rising interest rates on our cost of capital. We also believe that participating in other investment structures and tangential real estate revenue-generating activities deepens our client relationships and supports broader strategic initiatives.

Investment Strategy

We generally seek to invest in properties that exhibit some or all of the following characteristics:

•Located in markets or sites that are important to our clients’ operations;

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•Strong demographic attributes or that we believe are profitable for our clients;

•Real estate valuations that approximate replacement costs;

•Rental or lease payments that approximate market rents for comparable properties;

•Can be acquired with the simultaneous execution or assumption of long‑term net lease agreements, providing current income and the potential for future rent growth;

•Leverage long‑standing relationships with clients, sellers, investors, or developers as part of a long‑term strategy; and

•Benefit from our proprietary insights, including locations and geographic markets we expect to remain stable or strengthen over time.

Our internal team sources opportunities through relationships with clients, owners, developers, brokers, and advisors, supported by research, predictive analytics, and analysis of market conditions, industries, client profiles, and location‑level performance trends.

Underwriting Strategy

Our underwriting process incorporates various data-driven tools to evaluate industry trends, client performance, location-level economics, and downside scenarios, which inform both investment selection and structuring decisions. To be considered for acquisition, investments must meet our established underwriting requirements. We evaluate opportunities using one or more of the following criteria:

•Industry, client (including credit), and market conditions;

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

•The value of the underlying real estate—based on replacement cost, market rental rates, and alternative-uses—or other collateral supporting the client’s contractual obligations; and

•Store‑level profitability for retail locations, when available, or the importance of the real estate location to the operations of the client’s business.

For real estate investments, we typically own the land and building in which a client conducts business or that is critical to its revenue generation. In our experience, properties that are mission‑critical to a client’s operations are more likely to be retained at lease expiration and, in many cases, renewed on favorable terms, reflecting the strategic importance of the location to the client’s business. Clients are generally highly incentivized to maintain control of profitable or operationally essential locations. As a result, we believe such leases are also less likely to be rejected during a reorganization process, as rejection would terminate the client’s right to use assets that are central to ongoing operations and revenue generation.

If a property were to be rejected during reorganization, we retain ownership of the asset and can re-lease or sell the property, thereby preserving value. We further mitigate risk by monitoring property‑level performance and consider disposition of assets that do not meet our criteria.

Our underwriting process includes comprehensive reviews of the industries and business segments in which our clients operate. Prior to any transaction, our credit research team reviews the client’s credit quality using publicly available filings, industry reports, credit ratings (if any), financial statements, and market data including debt pricing, equity performance, and capitalization trends. This analysis is informed by active and ongoing dialogue with the management teams of our clients, which provides insight into operating performance, capital allocation priorities, and strategic initiatives. We monitor client credit quality on an ongoing basis and provide management with regular, synthesized assessments of credit trends, emerging risks, and portfolio‑level exposures.

As of December 31, 2025, 32.2% of our total portfolio annualized base rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies. Our top 20 clients (based on percentage of total portfolio annualized base rent) represented 35.8% of our annualized base rent and 11 of these clients have investment‑grade credit ratings or are subsidiaries or affiliates of investment‑grade companies.

Asset Management Strategy

In addition to pursuing new investment opportunities, we seek to enhance growth and support long‑term dividend performance through the active management of our existing portfolio. Our asset management approach focuses on anticipating client needs, maintaining high occupancy, and optimizing asset‑level performance. We leverage longstanding client relationships, predictive analytics, and other data to inform lease negotiations, renewal strategies, and other value‑enhancing initiatives.

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We closely monitor client credit, operating performance, and property‑level conditions to identify emerging risks and opportunities across the portfolio. In situations involving client financial distress or bankruptcy, our asset management team works proactively to preserve and, where possible, enhance cash flow and asset value. Through a combination of early engagement, lease restructuring, negotiated resolutions, and rapid re‑leasing efforts, we have historically achieved favorable rent recapture outcomes on properties impacted by client bankruptcies. We believe our scale, data‑driven insights, and long‑standing market relationships enable us to efficiently resolve these situations and limit disruption to portfolio performance.

For vacant properties, our property management team assumes day‑to‑day operational responsibility to preserve asset quality and control expenses while positioning the property for re‑lease or disposition.

Our asset management efforts are focused on achieving the following objectives:

•Securing rent increases during existing lease terms and at lease expiration, when market conditions permit;

•Optimizing exposure to individual clients, industries, and markets through selective re‑leasing and strategic asset sales;

•Maximizing asset‑level returns on properties that are renewed, re‑leased, or sold;

•Creating additional value within the existing portfolio by pursuing secondary property uses to generate ancillary revenue;

•Implementing economically optimal end‑of‑lease solutions that align with our risk‑adjusted return objectives and support long‑term client relationships; and

•Maintaining asset quality and cost efficiency through active property management across the portfolio, including both occupied and vacant assets.

As part of our ongoing analytics‑driven credit and portfolio monitoring process, we evaluate factors that may affect client performance, industry trends, and the long‑term viability of individual real estate locations. These insights inform our asset‑level decision‑making and support our broader objective of optimizing portfolio returns and enhancing overall credit quality.

In certain cases, early terminations also present an opportunity to capitalize on favorable market conditions when we have immediate or pre‑negotiated re‑leasing solutions in place. When paired with attractive replacement leases, the combination of termination proceeds and accelerated re‑leasing can generate materially higher unlevered returns and incremental value that was not contemplated at the time of the original investment. When appropriate, these negotiated terminations can be both an effective risk‑mitigation tool and a disciplined source of internal growth. During 2025, we recognized approximately $48.9 million in income from lease terminations.

Our disposition strategy is an extension of this active investment management approach and is supported by a variety of data‑driven tools. We seek to enhance portfolio quality and maximize long‑term returns by selectively selling assets when we believe that reinvesting the proceeds is likely to:

•Generate higher risk‑adjusted returns;

•Improve the overall credit quality of our real estate portfolio;

•Extend our weighted average remaining lease term; and/or

•Strategically reduce concentration by client, industry, or geography.

The active management of our portfolio is a core component of our long‑term strategy to maintain high occupancy, enhance diversification, and support consistent, durable cash flow growth.

Predictive Analytics & AI‑Enabled Decisioning

We view operational scale, proprietary data, and proprietary technology as core competitive advantages that strengthen our ability to source, underwrite, and manage a large and diversified net lease portfolio. Since 2019, we have meaningfully expanded our investment in people, systems, and automation to enhance our decision-making, efficiency, and risk management across the full investment lifecycle. Our “One Team” leverages these proprietary capabilities daily, including predictive analytics, a tailored and supplemental enterprise resource planning (“ERP”) platform with source-to-book workflow automation, and robotic process automation (“RPA”) initiatives that support scalability and operating leverage.

A key component of our platform is predictive analytics, which is embedded in our business system and applied to underwriting acquisitions through ongoing portfolio optimization and disposition decisions. Predictive analytics helps us identify opportunities, evaluate investments, monitor asset performance, and proactively manage portfolio risks over time.

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Our predictive analytics platform uses machine learning models trained on proprietary financial and leasing data across more than 15,500 properties, combined with millions of external data points stored in our data warehouse. These tools are built and supported by dedicated data science, machine learning engineering, and business analysis teams, enabling us to convert large volumes of data into actionable insights. This technology foundation has supported our evaluation of more than $50 billion in transaction volume to date and reinforces our discipline in underwriting and capital allocation.

Capital Philosophy

A primary objective of Realty Income is to deliver dependable monthly dividends to stockholders that increase over time. To achieve this goal, we make disciplined capital allocation decisions across our investment activities, leasing and re‑leasing efforts, property development, and other capital expenditures—guided by our focus on balance sheet strength, cost‑of‑capital efficiency, and long‑term risk management.

We fund our capital requirements through internally generated cash flow, dispositions, bank debt financing, public and private debt and equity markets, and our private capital business including through joint ventures and other co-investment ventures. 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.

Consistent with this strategy, we look for opportunities to leverage alternative capital sources, including our private capital platform, which enables us to invest alongside third‑party capital while expanding our investable universe, earning recurring asset management fees and retaining economic alignment through shared ownership of high-quality investments. We also utilize joint venture partnerships and structured investments to efficiently access capital, broaden our investor base, and pursue larger or more complex transactions without disproportionately increasing balance sheet leverage.

Our international business further enhances this capital flexibility by providing incremental optionality across geographies, currencies, and capital markets. In many cases, international markets offer more favorable transaction structures, longer lease terms, and more attractive risk‑adjusted returns, which can translate into improved investment economics relative to domestic alternatives. This global presence allows us to allocate capital dynamically, pursue opportunities where terms are most compelling, and maintain discipline across varying market conditions.

Finally, we seek to optimize our liability structure through the evaluation and selective use of long‑term and hybrid debt instruments when they provide an efficient means to reduce our cost of capital, extend maturities, or preserve equity value. These instruments can offer additional balance sheet flexibility and support growth while mitigating risk, without relying solely on common equity issuance.

Human Capital

Our most valuable asset is our people. We believe that prioritizing the growth and development of our employees and the well-being of our communities is important to long-term value creation, business continuity and corporate success. Our commitment to our employees includes investing in our employees’ training and development, recruiting local talent, providing compensation and benefit packages that we believe are competitive with that of our peers and competitors and are fair among employees with similar job functions and work conditions. Our aim is to foster an environment that allows for regular, open communication, in which capable team members have fulfilling careers and are encouraged to make a positive impact on our Company, its operations, business partners, and the communities in which we operate.

We operate as "One Team" and are committed to providing our employees an engaging work environment centered on our values of:

•Do the Right Thing,

•Take Ownership,

•Empower Each Other,

•Celebrate Differences, and

•Give More than We Take.

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Recruitment, Development and Retention

Our recruitment, development, and retention strategies are core to our people-centered corporate culture. As of December 31, 2025, our workforce comprises 544 professionals. The majority of our talented team members are recruited and hired from the communities in which we operate, embodying our commitment to local engagement. To broaden our talent acquisition efforts, we have implemented various initiatives, including college and high school internship programs. Our comprehensive approach encompasses a wide range of strategies, such as engaging with affinity associations, and fostering employee referrals. These measures ensure that we continually attract and embrace a diverse pool of qualified candidates. Furthermore, we recognize that internal mobility within our organization unlocks yet another great source of talent. By encouraging our current employees to expand their skills and take on new challenges, we tap into a rich reservoir of potential that enhances our workforce's capabilities and reinforces our corporate culture.

In furtherance of our commitment to the professional growth of our employees, we offer leadership development programs and train on critical topics such as ethics, insider trading, anti-discrimination and harassment, anti-bribery, consumer privacy, cybersecurity, workplace violence prevention, safety, and other Company policies. We provide professional development opportunities for "One Team" members and provide assistance and support to employees who are pursuing job-related licenses, certifications, and continuing education.

Employee retention is vital for maintaining a positive culture and productive workforce. We believe we offer competitive compensation and benefits packages, which play a significant role in our retention. Benefits include medical, dental, and vision coverage for employees and their families, 401(k) or equivalent plans with Company matching opportunity; paid time-off or equivalent vacation; disability and life insurance; and, in years that the Company's performance meets certain goals, the ability to earn equity in the Company subject to applicable vesting periods.

Employee Health, Safety and Wellbeing

We prioritize the health, safety, and wellbeing of our team members. Our wellbeing program is thoughtfully designed to empower employees by fostering personal and professional growth through engaging activities and educational initiatives centered around five key pillars: purpose, social connection, financial health, community engagement, and physical wellness. Our program provides a holistic approach to enhancing overall wellbeing and promotes work-life balance by offering flexible schedules and providing discounted fitness programs, paid family leave, parental leave, onsite lactation rooms, an infant-at-work program, employee health fairs, and an employee assistance program, among other programs and services.

Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Sustainability Report, both of which can be found on our website. Information on our website, including our Sustainability Report, is not incorporated by reference into this annual report.

Government Regulation

General

Compliance with various governmental regulations in the countries in which we operate has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions to comply with applicable federal, international, state and local governmental regulations that are applicable to our business, which include, among others, securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, zoning, usage and other regulations relating to real property (including related to building performance standards such as, for example, energy, water, and waste efficiency), anti-money laundering and anti-bribery and corruption laws and regulations, data privacy laws and regulations, sanctions restrictions, gaming laws and regulations, and the Americans with Disabilities Act of 1990 ("ADA"). We believe that our properties generally have the necessary permits and approvals needed and are in compliance with applicable laws and regulations in the countries in which we operate.

Environmental Matters

Investments in real property can create potential for environmental liability. Federal, state and local environmental laws and regulations regulate releases of hazardous or toxic substances into the environment. While our clients are generally primarily responsible for compliance with environmental laws and regulations, we as the property owner have faced and can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. We can face such liability regardless of our knowledge of the contamination; the timing of the contamination; the cause of the contamination; or the party responsible for the contamination of the property.

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Available Information

We maintain a corporate website at www.realtyincome.com. On our website we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, and other reports required to be filed with the Securities and Exchange Commission (the "SEC"), as soon as reasonably practicable after we electronically file these reports with, or furnish them to, the SEC. None of the information on our website is deemed to be part of this report.

PROPERTY PORTFOLIO INFORMATION

As of December 31, 2025, most of the properties in our portfolio were leased under net lease agreements. 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 define total portfolio annualized base rent as the monthly cash base rent for all leases in place as of the end of the period, multiplied by 12, excluding percentage rent. This methodology produces an annualized amount as of a point in time but does not take into consideration future (i) scheduled rent increase, (ii) leasing activity, or (iii) lease expirations, and it excludes properties that were no longer owned and includes the annualized rent from properties acquired during the quarter. Total portfolio annualized base rent has not been reduced to reflect reserves recorded as adjustments to rental revenue under generally accepted accounting principles in the United States, ("U.S. GAAP") in the periods presented.

Top 20 Industry Concentrations

We are engaged in a single business activity, which is the leasing of property to clients, generally on a net lease basis. That business activity spans various geographic boundaries and includes property types and clients engaged in various industries. Even though we have a single segment, we believe our investors continue to view diversification as a key component of our investment philosophy and so we believe it remains important to present certain information regarding our property portfolio classified according to the business of the respective clients, expressed as a percentage of our total portfolio annualized base rent:

	Percentage of Total Portfolio Annualized Base Rent by Industry
	As of
	December 31, 2025	December 31, 2024
Grocery	11.0%	10.1%
Convenience Stores	9.6	10.2
Home Improvement	6.4	6.0
Dollar Stores	6.1	6.4
Restaurants-Quick Service	4.8	4.9
Health and Fitness	4.3	4.3
Drug Stores	4.3	4.7
Automotive Service	4.3	4.5
Restaurants-Casual Dining	3.8	4.0
General Merchandise	3.6	3.2
Gaming	3.1	3.2
Transportation Services	2.9	2.3
Home Furnishings	2.8	2.8
Health Care	2.7	2.7
Apparel Stores	2.6	2.2
Sporting Goods	2.4	2.3
Wholesale Clubs	2.2	2.3
Theaters	1.9	2.1
Entertainment	1.9	1.8
Motor Vehicle Dealerships	1.8	1.8

Property Type Composition

The following table sets forth certain property type information regarding our property portfolio as of December 31, 2025 (dollars and square footage in thousands):

Property Type	Number of<br>Properties	Leasable<br><br>Square Feet (1)	Annualized Base Rent		Percentage of Annualized Base Rent
Retail	14,864	220,031	$	4,204,454	79.1	%
Industrial	577	125,774	816,509		15.4
Gaming	2	5,053	163,817		3.1
Other (2)	68	4,177	125,747		2.4
Total	15,511	355,035	$	5,310,527	100.0	%

(1)Represents leasable building square footage and includes our portfolio of unconsolidated joint ventures based on ownership percentage. Excludes 2,962 acres of leased land categorized as agriculture as of December 31, 2025.

(2)"Other" primarily includes 27 properties classified as agriculture with $35.8 million in annualized base rent, 14 properties classified as office with $33.4 million in annualized base rent, 21 properties classified as country clubs with $27.9 million in annualized base rent, and three properties classified as data centers with $24.6 million in annualized base rent, as well as one land parcel under development.

Client Diversification

The following table sets forth the 20 largest clients in our property portfolio, expressed as a percentage of total portfolio annualized base rent, which does not give effect to deferred rent or interest earned on loans and preferred equity investments, as of December 31, 2025:

Client	Number of <br>Leases	Percentage of Portfolio Annualized Base Rent (1)
7-Eleven	812	3.3	%
Dollar General	1,797	3.2
Walgreens	400	3.1
Family Dollar	1,257	2.6
Life Time Fitness	41	2.1
EG Group	414	2.0
(B&Q) Kingfisher	70	2.0
Wynn Resorts	1	1.9
FedEx	81	1.8
Asda	41	1.6
Sainsbury's	40	1.5
BJ's Wholesale Club	45	1.5
Tesco	30	1.4
Tractor Supply	243	1.4
CVS Pharmacy	208	1.1
MGM (Bellagio) (2)	1	1.1
Home Depot	41	1.1
Carrefour	37	1.0
LA Fitness	59	1.0
Wal-Mart / Sam's Club	62	1.0
Total	5,680	35.8	%

(1)Amounts for each client are calculated independently; therefore, the individual percentages may not sum to the total.

(2)Represents our proportionate share of the annualized base rent of the unconsolidated joint venture.

Lease Expirations

The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio (excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized base rent as of December 31, 2025 (dollars in thousands):

	Total Portfolio (1)
	Expiring<br>Leases		Annualized Base Rent		Percentage of Annualized Base Rent
Year	Retail	Non-Retail
2026	786	34	$	161,167	3.0	%
2027	1,624	56	365,516		6.9
2028	1,812	73	427,323		8.0
2029	1,892	49	456,905		8.6
2030	1,311	50	384,014		7.2
2031	1,051	69	425,512		8.0
2032	1,193	49	344,278		6.5
2033	1,041	29	330,573		6.2
2034	822	35	372,971		7.0
2035	698	27	224,277		4.2
2036	637	31	232,394		4.4
2037	541	23	152,997		2.9
2038	395	24	152,450		2.9
2039	524	7	151,560		3.0
2040	402	5	145,740		2.7
2041-2143	1,791	123	982,850		18.5
Total	16,520	684	$	5,310,527	100.0	%

(1)Leases on our multi-tenant properties are counted separately in the table above.

Geographic Diversification

The following table sets forth certain geographic information regarding our property portfolio as of December 31, 2025 (square footage in thousands):

Location	Number of Properties	Percent Leased		Approximate Leasable Square Feet	Percentage of Annualized Base Rent
Alabama	503	99	%	6,082	1.7	%
Alaska	16	100		623	0.2
Arizona	288	99		4,698	1.8
Arkansas	310	100		3,565	0.9
California	369	99		14,776	4.6
Colorado	199	99		4,018	1.5
Connecticut	57	100		2,653	0.6
Delaware	26	96		283	0.1
Florida	1,075	99		13,443	5.1
Georgia	707	99		11,690	3.4
Hawaii	22	100		48	0.1
Idaho	40	100		422	0.2
Illinois	587	100		13,967	4.0
Indiana	482	99		12,324	2.4
Iowa	122	99		4,363	0.7
Kansas	206	100		5,344	0.9
Kentucky	448	100		6,968	1.5
Louisiana	375	100		5,924	1.6
Maine	112	99		1,310	0.5
Maryland	100	99		4,364	1.2
Massachusetts	214	99		7,870	3.7
Michigan	582	100		8,801	2.5
Minnesota	287	97		5,667	1.6
Mississippi	334	100		5,469	1.1
Missouri	429	99		6,547	1.6
Montana	31	100		411	0.2
Nebraska	87	99		1,341	0.3
Nevada	81	100		4,967	1.9
New Hampshire	69	96		1,296	0.4
New Jersey	153	97		2,803	1.2
New Mexico	148	100		2,225	0.7
New York	377	99		6,857	2.5
North Carolina	490	99		10,300	2.5
North Dakota	26	100		597	0.2
Ohio	828	98		22,513	4.1
Oklahoma	387	99		5,645	1.5
Oregon	41	100		703	0.3
Pennsylvania	364	95		7,393	1.8
Rhode Island	34	100		344	0.2
South Carolina	388	99		6,275	1.7
South Dakota	40	98		622	0.2
Tennessee	580	100		9,848	2.4
Texas	1,839	97		36,831	9.6
Utah	56	100		2,617	0.6
Vermont	20	100		191	0.1
Virginia	416	98		9,213	2.5
Washington	83	100		1,842	0.6
West Virginia	108	100		964	0.3
Wisconsin	326	100		8,547	1.8
Wyoming	24	100		210	0.1
Puerto Rico	6	100		59	*
U.S. Virgin Islands	1	100		38	*
France	30	100		2,084	0.4
Germany	4	100		190	*
Ireland	24	100		2,527	0.8
Italy	76	100		3,485	0.9
Netherlands	2	100		2,915	0.5
Poland	4	100		3,551	0.5
Portugal	6	100		142	*
Spain	102	100		8,869	1.4
United Kingdom	370	100		35,401	14.3
Total/average	15,511	99	%	355,035	100.0	%
*Less than 0.1%

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the documents incorporated by reference, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this annual report, the words “estimate,” “anticipate,” "assume," “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plan,” "seek," and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of our business, joint ventures, partnerships, and portfolio including management thereof; our platform; growth strategies, investment pipeline and intentions to acquire or dispose of properties (including geographies, timing, partners, clients and terms); re-leases, re-development and speculative development of properties and expenditures related thereto; operations and results; the announcement of operating results, strategy, plans, and the intentions of management; our share repurchase program; settlement of shares of common stock sold pursuant to forward sale confirmations under our At-the-Market (“ATM”) program; dividends, including the amount, timing and payments of dividends; and macroeconomic and other business trends, including interest rates and trends in the market for long-term leases of freestanding, single-tenant properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us, which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding); volatility and uncertainty in the credit and financial markets; other risks inherent in real estate, credit investments, and joint ventures or co-investment ventures, including our clients' solvency, client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments (including rights of first refusal or rights of first offer), and potential damages from natural disasters; impairments in the value of our real estate assets; volatility and changes in domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to tax laws and rates); property ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which, among other things, may transfer or limit our control of the underlying investments; epidemics or pandemics; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; and the anticipated benefits from mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other arrangements.

Additional factors that may cause risks and uncertainties include those discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K, for the year ended December 31, 2025.

Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future plans and performance and speak only as of the date this annual report was filed with the SEC. Past operating results and performance are provided for informational purposes and are not a guarantee of future results. There can be no assurance that historical trends will continue. Actual plans and results may differ materially from what is expressed or forecasted in this annual report and forecasts made in the forward-looking statements discussed in this annual report might not materialize. We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

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Item 1A:       Risk Factors

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

Risks Related to Our Business and Industry

In order to grow, we need to continue to acquire investment properties. The acquisition of investment properties may be subject to competitive pressures.

We face competition in the acquisition and operation of our properties. We expect competition from businesses, individuals, fiduciary accounts and plans, and other entities engaged in real estate investment and financing. This competition may result in a higher cost for properties we wish to purchase.

We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell or refinance such assets.

We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership units in an operating partnership that, under certain circumstances, may be exchanged for shares of our common stock, resulting in stockholder dilution. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to restrictions on our ability to dispose of, or refinance the debt on, the acquired properties in order to protect the contributors’ ability to defer recognition of taxable gain. Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax bases. 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. These restrictions could limit our ability to manage, control, sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions.

Real estate ownership is subject to particular conditions that may have a negative impact on our revenue.

We are subject to all of the inherent risks associated with the ownership of real estate. We face the risk that rental revenue from our properties may be insufficient to cover all corporate operating expenses, debt service payments on indebtedness we incur, and distributions on our capital stock. Additional real estate ownership risks include:

•Adverse changes in general or local economic conditions;

•Changes in supply of, or demand for, similar or competing properties;

•Changes in interest rates and operating expenses (including energy costs, shortages and rationing);

•Competition within an industry and for our clients;

•Market rents fluctuations;

•Inability to re-lease properties upon termination of existing leases;

•Flat leases, leases with above-market rental rates or renewal of leases at lower rental rates;

•Inability to collect rental revenue from our clients due to financial hardship, including bankruptcy;

•Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate or that may limit or restrict our ability to pass certain management, repair, property, insurance, tax or other costs to our clients;

•Uninsured property liability;

•Property damage or casualty losses, including physical or weather-related damage to properties;

•Expenditures for capital improvements, including requirements to bring properties into compliance with applicable U.S. and non-U.S. federal, state and local laws and regulations such as the Americans with Disabilities Act of 1990, state and local fire and safety regulations, and building performance standards (such as, for example, energy, water, and waste efficiency);

•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;

•Risks assumed as manager or financier for development or redevelopment projects;

•The potential risk of functional obsolescence of properties over time;

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

•Acts of God, terrorism or war, and other factors beyond the control of our management.

Real estate investments are illiquid. We may not be able to acquire or dispose of properties when desired or on favorable terms.

Real estate investments are illiquid. Our ability to quickly buy, sell or exchange any of our properties, or to contribute our properties to co-investments, including in response to changes in economic and other conditions, will be limited due to U.S. and non-U.S. tax and regulatory regimes and authorities, competition from other owners of properties that are trying to dispose of their properties and the availability of capital, resourcing, structure for how an investment is acquired or disposed, and/or economic and market conditions. 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. No assurances can be given that we will recognize full value, at a price and terms acceptable to us, for any property we sell or contribute. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. 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.

Our acquisition of additional properties may have a significant effect on our business, liquidity, financial position and/or results of operations.

Our future success will depend, in part, upon our ability to manage our mergers and acquisitions, and expansion opportunities under prevailing market conditions. We regularly engage in the process of identifying, analyzing, underwriting and negotiating possible transactions. We cannot provide any assurances that we will be successful in consummating future mergers and acquisitions on favorable terms or that we will realize expected cash yields, integration results, operating efficiencies, cost savings, revenue enhancements, synergies or other benefits. 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. We have historically engaged in, and may again in the future engage in strategic acquisitions of operating businesses, in which case we would be subject to risks related to our ability to successfully underwrite such target's businesses effectively and to combine such target's operations with ours in a manner that permits the combined company to achieve operating efficiencies, cost savings, revenues, synergies or other benefits either in the time frame anticipated or at all. Our inability to consummate acquisitions on such terms, our failure to adequately underwrite and identify risks and obligations when acquiring properties or our failure to realize the intended benefits from acquisitions, could have a significant adverse effect on our business, liquidity, financial position and/or results of operations, including as a result of our incurrence of additional indebtedness and related interest expense and our assumption of unforeseen contingent liabilities in connection with completed acquisitions.

We have made and may continue to make acquisitions of properties (including through the use of alternative lease and acquisition structures such as joint ventures, partnerships, funds and other structures) or engage in other revenue-generating businesses that fall outside our historical focus on wholly owned, freestanding, single-tenant, net lease retail locations in the U.S. We may be exposed to a variety of new risks by expanding into new investments, property types (e.g., non-retail businesses), geographies, lease and acquisition structures and clients who engage in non-retail businesses. While we have historically predominantly owned and leased commercial properties under long-term, net lease agreements, as we expand into new verticals, the composition of our lease portfolio may include a higher concentration of alternative lease structures, under which we may be primarily responsible for other expenses and liabilities with respect to the property, including property taxes, insurance and maintenance costs. These risks may be enhanced by our limited experience in managing these new investments or activities, property types, geographies, lease and acquisition structures, clients and the laws and/or culture of non-U.S. geographies.

As a property owner, we may be subject to unknown environmental liabilities.

Investments in real property can create a potential for environmental liability. We could be subject to liability, including strict liability, by virtue of our ownership interest, for environmental contamination. Laws and regulations governing environmental contamination change and we have been, and in the future may be, subject to liability by virtue of these changes. We can face such liability regardless of our knowledge of the contamination, the timing of the contamination, the cause of the contamination or the party responsible for the contamination of the property.

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There may be environmental conditions associated with our properties of which we are unaware. Our portfolio includes properties leased to operators of convenience stores that sell petroleum-based fuels, operators of oil change and tune-up facilities and operators that use chemicals and other waste products. These facilities and some of our other properties use, or may have used in the past, underground lifts or storage tanks for the storage of petroleum-based or waste products, which could create a potential for the release of hazardous substances. Certain of our other properties, including those leased for industrial purposes, may also involve operations or activities that could give rise to environmental liabilities or could have been built using asbestos or other building materials that require owners or operators to undertake special precautions including removal, abatement, training or notices.

The presence of hazardous substances on a property may adversely affect our client's ability to continue to operate that property or our ability to lease or sell that property and we may incur substantial remediation costs or third-party liability claims. Although our leases generally require our clients to operate in compliance with all applicable federal, state and local environmental laws, ordinances and regulations, and to indemnify us against any environmental liabilities arising from the clients’ activities on the properties, we could nevertheless be subject to liability, including strict liability, by virtue of our ownership interest. There also can be no assurance that our clients could or would satisfy their indemnification obligations under their leases. Further, we acquire properties with existing leases in place and the indemnities and other lease terms can have different indemnification requirements, including for environmental matters, than what is provided for in our leases that we negotiate directly with clients. While we maintain environmental insurance policies, our insurance could be unavailable or insufficient to address an environmental liability and/or we could be unable to obtain insurance for environmental matters at a reasonable cost or at all. The discovery of environmental liabilities attached to our properties could have an adverse effect on our results of operations, our financial condition or our ability to make distributions to stockholders and to pay the principal of and interest on our debt securities and other indebtedness.

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

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. We have and may continue to explore options to form other co-investment ventures, alongside or in addition to the Fund and these joint venture relationships, in the future. Our organizational documents do not limit the amount of available funds that we may invest in the Fund or other co-investment ventures. We currently intend to develop and acquire properties through our new fund business and co-investment ventures, and we may also make investments in other entities at our discretion in the future. However, there can be no assurance that our efforts to grow the Fund or these other joint ventures will be successful, that we will be able to form further co-investment ventures on the timeline expected, or at all, that we will successfully attract third-party investments or that additional investments in the Fund or other co-investment ventures to develop or acquire properties in the future will be successful, or that the Fund, the joint venture relationships or other such anticipated fund business or other co-investment ventures will improve our consolidated financial position or results of operations. Further, there can be no assurance that we are able to realize value from our existing or future investments.

The Fund or other co-investment ventures are expected to involve additional risks, including compliance risks and additional regulatory risks, that we would not otherwise face, including the risks inherent in owning, operating and managing one or more funds and co-investment ventures, risks related to our ability to negotiate third-party investments, such as valuation, operational limitations, management fee structures and other incentive fees, on terms that are beneficial to us, and the inherent conflicts that may exist in allocating investment opportunities effectively between us, the Fund, joint ventures and such other future co-investment ventures. 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.

In addition, the same factors that may impact the valuation of our existing portfolio, as otherwise discussed in this Annual Report on Form 10-K, may also impact the portfolios to be held by the Fund or co-investment ventures and could result in other than temporary impairment of our investment and a reduction in fee revenues, if any. Our fund business and co-investment ventures may be subject to some, or all of the risks more fully described in "We may engage in development, speculative development, or expansion projects or invest in new asset classes, which would subject us to additional risks that could negatively impact our operations." Such risks may adversely impact the Fund or our other co-investment ventures' financial position or results of operation.

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We are subject to additional risks from our international investments and debt.

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

•The laws, rules and regulations applicable in such jurisdictions outside of the U.S., including those related to property ownership, control by foreign entities and the enforcement of our rights and remedies which could be significant;

•Complying with a wide variety of foreign laws, including anti-financial crime, employment, data protection, such as the General Data Protection Regulation, energy usage, health, safety, environmental regulations which may require capital expenditures to maintain or bring our foreign properties into compliance with applicable regulations and/or may require disclosure of various environmental, social and governance matters and the compliance risks and costs related thereto;

•Fluctuations in exchange rates between foreign currencies and the USD (including risks related to their impact on our results of operations, hedging and other derivative arrangements used to mitigate our exposure to fluctuations in foreign currency rates, translational reporting risks and exchange controls);

•As we may not have or have only a limited number of properties within a jurisdiction, our experience in that market and with local business may be limited, and our operating costs may be disproportionately higher;

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

•Challenges in establishing effective systems, infrastructure, controls and procedures to manage and regulate operations in different regions and to monitor and ensure compliance with applicable regulations, such as applicable laws related to corrupt practices, employment, licensing, construction, energy usage, climate change or environmental compliance;

•Unexpected, new or other changes in regulatory requirements (including disclosure requirements) within jurisdictions outside the U.S., trade disputes between the U.S. and other countries, the possibility of changes to some international trade agreements and other government regulatory actions, including the imposition of tariffs, trade barriers or other protectionist actions;

•Potentially adverse tax consequences with respect to our properties and/or investment vehicles;

•Initial limited investments within certain regions or countries may result in industry or client concentration risks;

•The impact of regional or country-specific business cycles, inflation and economic instability, including deterioration in political relations with the U.S., instability in, or further withdrawals from, the European Union or other international trade alliances or agreements; and

•Political instability, uncertainty over property rights, civil unrest, acts of war, drug trafficking, political activism or the continuation or escalation of terrorist or gang activities.

We also engage external asset, fund and property managers, directors, trustees, contractors, and other third parties who assist with managing our international properties. If such a third party fails to meet its obligations or terminates its services, we may need to find a replacement; however, these services may be on less favorable terms and conditions, or we may not be able to find a suitable replacement in a timely manner or at all.

We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations. However, it is possible that such indebtedness may be insufficient or may be on unacceptable terms requiring us to use non-local currency indebtedness. In such event, we may be subject to foreign exchange rate volatility which may be impacted by various factors, including those described above. While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements, or these arrangements may be insufficient to mitigate our exposure. For more information, see “—We are subject to risks associated with debt and preferred stock financing.” If we are unable to adequately address these risks, they could have a significant adverse effect on our operations.

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

We may engage in development, speculative development or other expansion projects, which could require us to raise capital directly or through co-investment ventures and obtain state and local permits. A decision by any governmental agency not to issue a required permit or substantial delays in the permitting process could cause us to incur penalties, subject us to lease termination or delayed/abated rent payments under the leases or prevent us from pursuing the development, speculative development or expansion project altogether. Additionally, any such new development, speculative development, or expansion project may not operate at designed capacity or may cost more to operate or construct than we expect. The inability to successfully complete development, speculative development, expansion or other value-added projects or to complete them on a timely basis could adversely affect our business and results of operations.

We have and may continue to make investments and utilize transaction structures that are outside of our traditional business, including entering into new asset classes, such as casinos, data centers, power centers, retail parks, loans, and vertical farms, and entering into (or expanding our use of) new transaction structures, such as strategic co-investment ventures, joint ventures, funds, lending, and increased exploration of sale-leaseback transactions. We invest and may continue to invest in new or different assets or enter into new transaction structures that may or may not be closely related to our current business and which could require new or additional processes, controls, systems and personnel, thereby increasing investment expense. These new assets and transaction structures may have new, different or increased risks than what we are currently exposed to in our business and we may not be able to manage these risks successfully which could have an adverse effect on our business, results of operations and financial condition. Such risks include, but are not limited to:

•When investing in new assets or transaction structures, we will be exposed to the risk that those assets or structures, or the income generated thereby, will affect our ability to meet the requirements to maintain our REIT status, or will subject us to additional regulatory requirements or limitations;

•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 partners or investors may have been granted certain approval rights over major decisions, or have the ability to appoint persons to governing bodies or the ability for us to compete in certain verticals or industries, or provide for rights of first offer or first refusal to such parties that could adversely impact our operations;

•In general and subject to the terms of the applicable governing documents, our partners or investors may request to exit or redeem their investment, and may do so simultaneously, causing the venture or fund to seek capital to satisfy these requirements which may be on less than optimal terms;

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

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

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

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

•Disputes between us and our partners or investors may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and result in subjecting the properties owned by the applicable co-investment venture or fund to additional risk.

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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.”

We may face extensive regulations from gaming and other regulatory authorities regarding current and future gaming properties.

As a landlord of a gaming facility or future gaming facilities, we may be impacted by the risks associated with the gaming industry. The ownership, operation, and management of gaming facilities are subject to extensive regulation. Gaming authorities also retain great discretion such that gaming regulations can impact our gaming clients, individuals associated with the operation of gaming properties, and us as the owner of the real estate and landlord related to such facilities. Gaming laws and regulations can impact all facets of a gaming property, including but not limited to gaming, service and consumption of alcoholic beverages, hours of operation, staffing and licensing of employees, marketing, currency transactions including compliance with the Foreign Corruption Practices Act and other anti-corruption laws and safety and security of the gaming property. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted, which could adversely affect our operating results, and may also result in additional taxes or licensing fees imposed on us and our gaming clients. In addition, subject to certain administrative due process requirements, gaming regulators generally have broad authority to conduct investigations into the conduct or associations of our officers or certain investors to ensure compliance with applicable standards and suitability to hold a gaming license, and to deny any application or limit, condition, restrict, revoke, or suspend any gaming license, registration, or finding of suitability or approval, or fine any person licensed, registered, or found suitable or qualified as a licensee. As a result, our ability to obtain or maintain our required licenses and approvals, or avoid penalties related thereto, may be subject to risks, including risks outside of our control, and cannot be predicted.

Were a client unable to continue to perform under a lease because of the highly regulated nature of the industry, it may be difficult to re-lease gaming properties. This difficulty may be exacerbated to the extent the gaming property is located in a geography that does not have an expansive gaming footprint, such as one of the properties, in which we are invested. A transfer of interest, or a new management contract with a new operator will likely require approval of regulators and the licensing of a new gaming operator client.

Property taxes may increase without notice.

Real estate property taxes on our properties (including properties we develop or acquire) may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. While the majority of our leases are under a net lease structure, some or all of such property taxes may not be collectible from our clients, and, as we continue to expand into new verticals, the concentration of our leases under which we are primarily responsible for property taxes may increase, enhancing our exposure to such risks.

An uninsured loss or a loss that exceeds the policy limits on our properties could subject us to lost capital or revenue on those properties.

Our leases generally require our clients to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, due to activities conducted on the properties, except for claims arising from the negligence or intentional misconduct of us or our agents. Additionally, clients are generally required, at the client’s expense, to obtain and keep in full force during the term of the lease, general liability and property damage insurance policies. The insurance policies our clients are required to maintain for property damage are generally in amounts not less than the full replacement cost of the improvements less slab, foundations, supports and other customarily excluded improvements.

Many of our properties are also covered by flood and earthquake insurance policies (subject to substantial deductibles) obtained and paid for by our clients as part of their risk management programs. Additionally, we have

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obtained blanket liability, flood and earthquake, and property damage insurance policies (subject to substantial deductibles) to protect us and our properties against loss should the indemnities and insurance policies provided by the clients fail to restore the properties to their condition prior to a loss. We do not carry insurance for certain losses and certain types of losses may be either uninsurable or not economically insurable. However, should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our results of operations or financial condition and on our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. We also face the risk that our insurance carriers may not be able to provide payment under any potential claims that might arise under the terms of our insurance policies, and we may not have the ability to purchase insurance policies we desire.

In addition, although we obtain title insurance policies on our properties to help protect us and our properties against title defects (such as adverse claims of ownership, liens or other encumbrances), there may be certain title defects that our title insurance will not cover. If a material title defect related to any of our properties is not adequately covered by a title insurance policy, we could lose some or all of our capital invested in and our anticipated profits from such property, cause a financial misstatement or damage our reputation.

Changing and increasing expectations from regulators and other stakeholders regarding sustainability practices and reporting could impact our business practices, cause us to incur additional costs and expose us to new risks.

We seek to promote effective energy efficiency and other sustainability strategies and compliance with federal, state and international laws and regulations related to climate change, both internally and with our partners across our value chain, including with our clients. Our sustainability strategies and efforts to comply with the various federal, state and international laws and regulations related to climate change could result in significant capital expenditures to improve our existing properties, properties we may acquire, and other business practices. Any changes to such laws and regulations could also result in increased operating costs or capital expenditures at our properties. If we are unable to comply with laws and regulations on climate change or implement effective sustainability strategies, our reputation among our clients and investors may be damaged and we may incur fines and/or penalties.

Clients of net-leased properties are typically responsible for maintenance and other day-to-day management of the properties. This lack of control over our net-leased properties makes it difficult for us to collect property-level environmental data and to enforce related initiatives, which may impact our ability to comply with certain shareholder expectations or regulatory disclosure requirements to which we are subject or to comply with reporting frameworks or other established frameworks and standards. If we are unable to successfully collect the data necessary to comply with these disclosure requirements, standards or expectations, we may be subject to increased regulatory risk, or if such data is incomplete or unfavorable, our relationship with our investors or other stakeholders, our stock price, and our access to capital may be negatively impacted.

Additionally, our sustainability disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. If we fail to satisfy the environmental, social, and governance expectations of investors, clients and other stakeholders, our initiatives are not executed as planned, or we do not satisfy our goals, then our third-party ratings, reputation and financial results could be adversely affected. There can be no assurance that any of our sustainability strategies will result in reduced operating costs, higher occupancy or higher rental rates or deter our existing clients from relocating to properties owned by our competitors. In addition, both advocates and opponents to certain sustainability matters are increasingly resorting to a range of activism forms, including shareholder proposals, media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business. The occurrence of any of the foregoing could have an adverse effect on the price of our stock and our financial condition and results of operations.

The value of certain of our investment in real property may be reduced as the result of the expiration or loss of local tax abatements, tax credit programs or other governmental incentives.

Certain of our investments have the benefit of governmental tax incentives aimed at inducing property users to relocate to incentivize development in areas and neighborhoods which have not historically seen robust commercial development. These incentives typically have specific sunset provisions and may be subject to governmental discretion in the eligibility or award of the applicable incentives. The expiration of these incentive programs or the inability of potential clients or users to be eligible for or to obtain governmental approval of the incentives, or the inability to remain compliant with such programs, may have an adverse effect on the value of our investment, cash flow and net income, and may result in impairment charges.

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Our business is subject to risks associated with climate change.

Our business is subject to risks associated with the effects of climate change and a market shift to a lower carbon economy and may be subject to further risks in the future. A failure to adequately adapt to climate change could adversely affect our business through both chronic and acute perils including, but not limited to, extreme weather, changes in precipitation and temperature, and rising sea levels, all of which may result in physical damage to, or a decrease in demand for, our properties located in the areas affected by these conditions, and may adversely impact consumer behaviors, preferences and spending for our clients, and insurance costs, which may impact their ability to fulfill their obligations under our leases, or our ability to re-lease the properties in the future. In addition, should the impact of climate change be severe or occur for lengthy periods of time, connectivity, labor and supply chains could impact business continuity for ourselves and our clients. The effects of climate change may lead to increased costs for us and our clients to adapt to the demands and expectations of lowering our carbon footprint, including with respect to setting carbon reduction targets, implementing renewable energy, retrofitting properties to be more energy efficient and implementing longer-term low-carbon solutions. These risks could adversely affect our reputation, financial condition or results of operations. The structure of our leasing contracts and operating model presents challenges in partnering with clients to implement necessary decarbonization initiatives.

Risks Related to Our REIT Structure

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 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 Internal Revenue Code of 1986, as amended (the "Code"). However, we cannot make any assurances that we have been organized or have operated in a manner that has satisfied the requirements for qualification as a REIT, or that we will continue to be organized or operate in a manner that will allow us to continue to qualify as a REIT. Qualification as a REIT involves the satisfaction of numerous requirements under highly technical and complex Code provisions, for which there are only limited judicial and administrative interpretations, as well as the determination of various factual matters and circumstances not entirely within our control. 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. As we expand into new geographies and transactional structures, REIT qualification and our ability to ensure such qualification becomes more complex. For example, in order to qualify as a REIT, at least 95% of our gross income in each year must be derived from qualifying sources, and we must pay distributions to stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains). If we fail to satisfy any of the requirements for qualification as a REIT, we may be subject to certain penalty taxes or, in some circumstances, we may fail to qualify as a REIT. 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. 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.

Even if we qualify for and maintain our REIT status, we may be subject to certain federal, state, local and non-U.S. taxes on our income and property. For example, if we have net income from a prohibited transaction, that income will be subject to a 100% tax. In addition, our taxable REIT subsidiaries are subject to federal, state and, in some cases, non-U.S. taxes at the applicable tax rates on their income and property. Any failure to comply with legal and regulatory tax obligations could adversely affect our ability to conduct business and could adversely affect the market price of our capital stock and the value of our debt securities.

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

Federal income taxation laws are constantly under review and may change. Additionally, the governments of many of the other countries in which we operate may enact changes to the tax laws of such countries. Changes to the tax laws, with or without retroactive application, could adversely affect us or our investors, including holders of our common stock or debt securities. We cannot predict how changes in the tax laws might 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 qualification or the federal income tax consequences of an investment in us as well as the amount of tax we are required to pay. Also,

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

Distribution requirements imposed by law limit our flexibility.

To maintain our status as a REIT for federal income tax purposes, we generally are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gains, each year. We also are subject to tax at regular corporate rates to the extent that we distribute less than 100% of our taxable income (including net capital gains) each year. 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 that calendar year and any amount of that income that was not distributed in prior years. We intend to continue to make distributions to our stockholders to comply with the distribution requirements of the Code as well as to reduce our exposure to federal income taxes and the nondeductible excise tax. 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 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. 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.

Our charter contains restrictions upon ownership of our common stock.

Our charter contains restrictions on ownership and transfer of our common stock intended to, among other purposes, assist us in maintaining our status as a REIT for U.S. federal and/or state income tax purposes. For example, our charter restricts any person from acquiring beneficial or constructive ownership of more than 9.8% (by value or by number of shares, whichever is more restrictive) of our outstanding shares of common stock. These restrictions could have anti-takeover effects and could reduce the possibility that a third party will attempt to acquire control of us, which could adversely affect the market price of our common stock.

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.

Negative market conditions, global economic and political uncertainties or adverse events affecting our existing or potential 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 operations, our ability to maintain or increase our current dividend levels and inhibit growth.

Cash flow from operations 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 may be adversely affected by various facts and events over which we have limited or no control, such as:

•Lack of demand in areas where our properties are located;

•Inability to retain existing clients and attract new clients;

•Oversupply of space and changes in market rental rates;

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

•Defaults by and bankruptcies of clients, failure of clients to pay rent on a timely basis, or failure of our clients to comply with their contractual obligations;

•Changes in laws, rules or regulations that negatively impact us, our clients or our properties;

•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;

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•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;

•Changes in consumer behaviors (e.g., decrease in discretionary consumer spending), preferences or demographics impacting our clients' operations;

•Economic or physical decline of the areas where the properties are located; and

•Deterioration of physical condition of our properties.

If clients do not renew their leases as they expire, we may not be able to rent or sell the properties. 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 terms or leases that we negotiate directly, may require us to incur significant costs such as renovations, or lease transaction costs. Negative market conditions may cause us to sell properties for less than their carrying value, which could result in impairments. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to our stockholders and service our indebtedness. A significant portion of the costs of owning property, such as real estate taxes, insurance and maintenance, are not necessarily reduced when circumstances cause a decrease in rental revenue from the properties. In a weakened financial condition, our clients may not be able to pay these costs of ownership and we may be unable to recover these operating expenses from them.

Downturns in any of the industries in which our clients operate 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. In addition, some of our properties are leased to clients that may have limited financial and other resources and, therefore, they are more likely to be adversely affected by a downturn in their respective businesses or in the regional, national or international economy. Furthermore, we have made and may continue to make investments that fall outside of our historical focus on acquiring freestanding, 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 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.

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. Clients, borrowers, or guarantors may experience a downturn in their business that may weaken their operating results or overall financial condition. As a result, a client may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, fail to maintain the property or otherwise pay its required expenses under the terms of the lease, become insolvent or declare bankruptcy. Client, borrower, or guarantor bankruptcy or insolvency, payment delay or failure to make payments when due could result in the termination of applicable leases, loans, guarantees, and other financing agreements and material losses to us.

The occurrence of a bankruptcy or insolvency could diminish or eliminate the income we receive from our leases, loans, guarantees, and other financing agreements. A bankruptcy court could authorize a client to terminate one or more of its leases with us. 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 substantially less than the remaining rent we are owed under the leases or we may elect not to pursue claims against a client for terminated leases. Claims for unpaid past rent, if any, may not be paid in full, or at all. Client bankruptcies affecting a property may also adversely impact our ability to quickly re-lease that property at favorable terms, or at all. 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. As a result, client bankruptcies may have a material adverse effect on our results of operations and financial condition. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to stockholders and service our indebtedness.

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Risks Related to Our Liquidity and Capital Resources

Future issuances of equity securities could dilute the interest of holders of our common stock.

Our future growth will depend upon our ability to raise additional capital. Raising capital through the issuance of equity securities, including securities exchangeable into our equity securities or convertible debt securities, can dilute the interests of holders of our common stock. The interests of our common stockholders could also be diluted by the issuance of shares of common stock pursuant to equity incentive plans. 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 which could dilute, or otherwise adversely affect, the holders of our common stock.

We are subject to risks associated with debt and preferred stock financing.

We have incurred significant indebtedness, including borrowings under our $4.0 billion unsecured credit facilities, our term loans and our $3.0 billion commercial paper programs. As of December 31, 2025, we have borrowed an aggregate of approximately $1.7 billion in multicurrency borrowings under our term loans. As of December 31, 2025, we also had a total of $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 $5.4 billion denominated in Sterling (of which $1.2 billion is related to our privately placed Sterling notes), $2.8 billion denominated in Euro thereunder, and approximately $37.9 million of outstanding mortgage debt (excluding unamortized net discounts and deferred financing costs).

We intend to incur additional indebtedness in the future which may be pursuant to accordion expansion features of our revolving credit and term loan facilities, the Fund, mergers, acquisitions, joint ventures, partnerships and other structures or arrangements. We also may in the future increase the size of our commercial paper programs or establish new commercial paper programs. 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. We may in the future amend and restate current indebtedness or incur or assume other indebtedness for us, the Fund, and other co-investments which may increase the amounts we are entitled to borrow and amounts owned.

To the extent new indebtedness is added to our current debt levels, the related risks that we now face would increase. As a result, we are and will be subject to risks associated with debt financing, including the risk that our cash flow could be insufficient to make required payments on our debt or to pay dividends on our common stock. We also face variable interest rate risk as the interest rates on our revolving credit facility, term loan facilities, and commercial paper programs are variable (subject to our interest rate swaps on our term loan facilities, in effect from time to time), and the interest rates on any credit facilities and term loan facilities we may enter into in the future may be variable, and could therefore increase over time. 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. 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 fully mitigate our exposure. We also face the risk that we may be unable to refinance or repay our debt as it comes due. Given past disruptions in the financial markets and ongoing global financial uncertainties, we also face the risk that one or more of the participants in our revolving credit facility may be unwilling or unable to lend us money.

We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations. However, it is possible that such indebtedness may be insufficient or may be on unacceptable terms requiring us to use non-local currency indebtedness. In such event, we may be subject to foreign exchange rate volatility. While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure.

Our credit agreements, mortgages and other debt documents 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. For example, the credit agreements governing our revolving credit facility and term loans generally provide that, if an event of default exists, we may not pay any dividends or make other distributions on, or repurchase or redeem, among other things, any shares of our common stock or any outstanding preferred stock. If such an event of default were to occur (including under any other credit agreement or debt instrument with similar terms that we may, in the future, enter into or be subject 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

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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 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 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. Moreover, a default under a single loan or debt instrument may trigger cross-default or cross-acceleration provisions in other indebtedness and debt instruments, giving the holders of such other indebtedness and debt instruments similar rights to demand immediate repayment and to seize and sell any collateral.

General Risk Factors

The market value and trading volume of our capital stock and debt securities could be substantially affected by various factors.

The market value and trading volume of our capital stock and debt securities will depend on many factors, which may change from time to time and may be outside of our control, including:

•Interest rates, increases in which may have an adverse effect on the market value of our capital stock and debt securities, inflation and foreign exchange rates;

•The market for similar securities issued by other REITs;

•General economic, political and financial market conditions;

•The financial condition, performance and prospects of us, our clients and our competitors;

•Changes in tax, legal and regulatory laws and obligations;

•Litigation and regulatory investigations and proceedings;

•Changes in credit ratings, financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry;

•Tariffs, trade disputes, geopolitical tensions and instability, and other macroeconomic developments;

•Changes in our mix of investments and revenue-generating activities over time;

•Actual or anticipated variations in quarterly operating results of us and our competitors; and

•Failure to achieve the perceived benefits of mergers, acquisitions, co-investment ventures, new verticals, or other revenue-generating activities.

Common stock and debt securities prices in the U.S. trading markets have experienced extreme price fluctuations, and the market values of our common stock and debt securities have also fluctuated significantly during this period. Current or historical trading volumes and share prices may not be indicative of the future trading volumes and prices. As a result of these and other factors, investors who purchase our capital stock and debt securities may experience a decrease in the market value of our capital stock and debt securities, which could be substantial and rapid, including decreases unrelated to our operating performance or prospects. Further, net lease REITs must be able to deploy capital with agility and consistency, if we cannot access the capital markets upon favorable terms or at all, we may not be able to acquire investments upon favorable terms or at all and may be required to liquidate investments, including investments that have not yet realized maximum return, which could result in adverse tax consequences and/or adversely affect our ability to meet cash flow and other operational needs. Turmoil in the capital markets could lead to decreased consumer confidence and widespread reduction of business activity, adversely impacting our clients and us.

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Litigation risks could affect our business.

From time to time, we are involved in legal proceedings, lawsuits, claims, regulatory inquiries, investigations, and other disputes that arise in the ordinary course of business. As our business has evolved and the scope and complexity of our operations and transactions have increased, including through mergers, acquisitions, development opportunities, dispositions, joint ventures, co-investment ventures, private capital transactions, debt investments, funds and other strategic transactions, we may be subject to an increased risk of litigation and other claims. Such matters may involve, among other things, contractual disputes, fiduciary duty claims, compliance with applicable laws and regulations (including the Americans with Disabilities Act of 1990 and building performance standards and related enforcement) and disagreements with partners, investors, clients or other counterparties. An unfavorable resolution of any such matter could have a material adverse effect on our business, results of operations, financial condition and cash flows. Regardless of outcome, litigation and related proceedings and investigations may result in substantial costs and expenses, be time-consuming and disruptive to our operations and brand, and significantly divert management and personnel attention and other resources.

We depend on key personnel.

We depend on the efforts of our executive officers and key employees and the loss of their services could have a material adverse effect on our results of operations or financial condition. We may not be able to recruit personnel with the experience of departing personnel or with the experience needed to manage the complexity of our business and it may be difficult to retain employees to the same extent as in the past.

Natural disasters, terrorist attacks, acts of violence or war or other unexpected events may affect the value of our debt and equity securities, the markets in which we operate and our results of operations.

Natural disasters, terrorist attacks, acts of violence or war or other unexpected events (e.g., pandemics or epidemics) may negatively affect our operations, the market price of our capital stock and the value of our debt securities. There can be no assurance that these events will not occur or have a direct impact on us, our clients, the U.S. or world. If events like these were to occur, they could materially interrupt our operations, cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. They also could result in or prolong an economic recession in the U.S. or abroad. Any of these occurrences could have a significant adverse impact on our operating results and revenues and on the market price of our capital stock and on the value of our debt securities. It could also have an adverse effect on our ability to pay principal and interest on our debt securities or other indebtedness and to make distributions to our stockholders.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We, like all businesses, are subject to cyberattacks and security incidents, which threaten the confidentiality, integrity and availability of our systems and information resources. Cyberattacks are malicious cyber activity and a security incident is a successful cyberattack that has the potential to expose sensitive data, internal systems or otherwise disrupt business operations. Those cyberattacks and security incidents may be due to intentional or unintentional acts by employees, contractors or third parties, who seek to gain unauthorized access to our or our service providers’ systems to disrupt operations, corrupt data or steal confidential information through malware, computer viruses, ransomware, social engineering (e.g., phishing attachments to e-mails) or other vectors.

The risk of a cybersecurity breach or operational disruption, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks (including through the use of artificial intelligence) and intrusions from around the world have increased, particularly as remote working has become more common. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our clients. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.

While we maintain some of our own critical IT networks and related systems, we depend on third parties to provide important software, technologies, tools and a broad array of services and functions, such as payroll, human resources, electronic communications, data storage and certain finance and treasury functions, among others. In the ordinary course of our business, we collect, process, transmit and store sensitive data within our own systems and utilize those of third-party providers, including intellectual property, our proprietary business information and that of our clients, suppliers, business partners and investors as well as personally identifiable information.

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Our measures to prevent, detect and mitigate these threats may not be successful in preventing a security incident or data breach or limiting the effects of such a breach. This is particularly so because cyberattack methodologies change frequently or are not recognized until launched, and we also may be unable to investigate or remediate incidents because attackers are increasingly using techniques and tools designed to circumvent controls, to avoid detection and to remove or obfuscate forensic evidence. Our clients, joint venture partners, investors or other third parties with whom we do business may, themselves, become subject to cyberattacks or security incident which we may have no control, and which could have an indirect adverse impact on them, us or our business relationship.

The primary risks that could directly result from the occurrence of a cyberattack or security incident include operational interruption, damage to our relationship with our clients, reputational damage and private data exposure. We could be required to expend significant capital and other resources to address an attack or incident, which may not be covered or fully covered by our insurance, and which may involve payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement or other services, in addition to any remedies or relief that may result from legal proceedings. Our financial results may be negatively impacted by any such cyberattacks and security incidents or any resulting negative media attention. Although we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events.

Further, we also rely on innovation in our IT and our use of or inability to adopt and deliver new technological capabilities and enhancements in line with strategic objectives, including artificial intelligence and machine learning, may put us at a competitive disadvantage (including delayed implementation and utilization that causes us to lag behind our competitors); cause us to miss opportunities to innovate or achieve efficiencies; or adversely impact our business, reputation, results of operations, and financial condition. The use of emerging technologies, including artificial intelligence, entails risks including risks relating to the possibility of intellectual property infringement or misappropriation; data privacy; potential for inaccuracy; bias; new or enhanced governmental or regulatory scrutiny, requirements, litigation, or other liability; ethical concerns; negative perceptions as to automation and artificial intelligence; cybersecurity concerns; or other complications or liabilities that could adversely affect our business, reputation, results of operations, or financial results.

Volatility in market and economic conditions may impact the accuracy of the various estimates used in the preparation of our financial statements and footnotes to the financial statements.

Various estimates are used in the preparation of our financial statements, including estimates related to asset and liability valuations (or potential impairments) and receivables. Often these estimates require the use of market data values and involve estimates of future performance or receivables and collectability, all of which can be difficult to accurately predict. Although management believes it has been prudent and used reasonable judgment in making these estimates, it is possible that actual results may differ from these estimates.

Inherent limitations of internal controls over financial statements, disclosure controls and safeguarding of assets may adversely impact our financial condition and results of operations.

Our internal controls over financial reporting, disclosure controls and procedures and our operating internal controls may not prevent or detect financial misstatements or loss of assets because of inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Effective internal controls can provide only reasonable assurance with respect to financial statement and disclosure accuracy and safeguarding of assets. Failures in our internal controls could result in adverse consequences in our financial reporting and operations, including delays, additional costs, impairment of our ability to access capital, adverse impacts to investor confidence, regulatory investigation and review and/or litigation.

Our business operations may not generate the cash needed to make distributions on our capital stock or to service our indebtedness.

Our ability to make distributions on our common stock and any outstanding preferred stock and payments on our indebtedness, and to fund acquisitions and capital expenditures will depend on our ability to generate cash in the future. We cannot make any assurances that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock and any outstanding preferred stock, to pay our indebtedness or to fund our other liquidity needs.

Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us and the market price of our common stock and may make it more difficult or costly for us to raise capital.

Historically, there have been periods where the global equity and credit markets have experienced significant price volatility, dislocations and liquidity disruptions, which have caused market prices of equity and debt securities to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances

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have materially impacted liquidity in the financial markets, making terms for certain financings less attractive and, in certain cases, have resulted in the unavailability of certain types of financing. Uncertainty in the equity and credit markets may negatively impact our ability to access additional financing at reasonable terms, which may adversely affect our ability to make acquisitions. A prolonged downturn in the equity or credit markets may cause us to refinance at higher rates, cause us to seek alternative sources of potentially less attractive financing and require us to adjust our business plan accordingly. These factors may make it more difficult for us to buy or sell properties and may adversely affect the price we purchase or receive for properties, as we and prospective buyers may experience increased costs of financing or difficulties in obtaining financing. These events in the equity and credit markets may make it more difficult or costly for us to raise capital through the issuance of common stock, preferred stock or debt securities. These disruptions in the financial markets may also have a material adverse effect on the market value of our common stock and debt securities, the income we receive from our properties and the lease rates we can charge for our properties, as well as other unknown adverse effects on us or the economy in general.

Inflation (including prolonged inflationary periods) may adversely affect our results of operations, financial condition and liquidity.

Increased inflation or anticipated inflationary periods, such as the period in which we are currently in, could have a more pronounced negative impact on any variable rate debt we incur in the future and on our results of operations. During times when inflation is greater than increases in rent, as provided for in our leases, rent increases may not keep up with the rate of inflation and other costs (including increases in employment and other fees and expenses). Government regulations may limit the indices we can utilize in lease adjustments, thereby limiting our ability to increase rent. Even though net leases are structured so as to reduce our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue, which may adversely affect our clients’ ability to pay rent. The U.K. government plans to migrate away from the Retail Price Index ("RPI"), to alternatives such as the Consumer Price Index including owner occupiers' housing costs, that may result in a lower measure of inflation and, in turn, have a negative impact on our lease revenue currently tied to RPI in the U.K. Inflationary periods may cause us to experience increased costs of financing, making it difficult to incur or refinance debt at attractive rates or at all, and may adversely affect the investments we make if the cost of financing is in excess of our anticipated earnings from such investment thereby limiting the investments we can make. To the extent periods of high inflation are prolonged, these results may be exacerbated.

We are subject to complex and changing laws, regulations, policies and executive orders, which exposes us to potential liabilities, increased costs and other adverse effects on our business.

We are subject to complex and changing laws, regulations, policies and executive orders, locally, internationally and federally and the enforcement and interpretations thereof, and compliance with these laws, regulations, policies and executive orders is onerous and expensive. New and changing laws, regulations, policies and executive orders or the enforcement and interpretations thereof, can adversely affect our business in many ways, including by increasing costs, negatively impacting the creditworthiness of our existing or potential clients, changing the interpretations or enforceability of existing business relationships or agreements, creating legal liability or reputational harm to the Company or distractions for management, generating operational disruptions and requiring changes to our business, strategies or operations. Changes in law, enforcement priorities, policy and other actions that materially adversely affect our business may be announced with little or no advance notice and we may not be able to effectively mitigate all adverse impacts from such measures or ensure timely compliance. These changes could also expose us to significant fines, government investigations, litigation and reputation harm, all of which could be costly, result in distractions for management, adversely impact our operational results and could alter our ability to execute on our strategic plans. Our business, and the businesses of our clients, also depend on a stable and predictable legal and regulatory framework, including the consistent interpretation, application and enforcement of federal, state and local laws, regulations and policies. The instability and unpredictability caused by weakened institutional oversight and inconsistent regulatory enforcement can introduce legal and operational uncertainty that may hinder our ability to plan, operate and invest effectively and which may negatively impact our ability to rely on regulatory and administrative procedures. In addition, the industries in which our clients operate may be directly adversely affected by inconsistent or abrupt regulatory or legal changes that impact their businesses, such as shifts in commercial regulations, labor laws and policies or sector-specific compliance requirements, 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. Legal unpredictability could also impede our human capital management. Collectively, these risks could materially adversely affect our business, reputation, results of operations and financial condition.

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Item 1B:          Unresolved Staff Comments

There are no unresolved staff comments.

Item 1C:         Cybersecurity

We maintain a cyber risk management program to identify, assess, manage, mitigate, and respond to cybersecurity threats. We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. The program is integrated within our enterprise risk management system and addresses our IT networks and related systems that are essential to the operation of our business.

We maintain controls and procedures, including third-party oversight procedures, and cybersecurity training for all employees on an annual basis.

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

Our cybersecurity program and designated incident response team are comprised of key employees, and third-party information security experts from leading cybersecurity incident response firms, who are responsible for efficiently and effectively responding to cybersecurity incidents. We have established comprehensive incident response and recovery plans and continue to evaluate the effectiveness of those plans.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.”

Cybersecurity Governance

The Board of Directors considers cybersecurity risk as part of its risk oversight function, and the Audit Committee of our Board 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. Our cybersecurity risk profile and cybersecurity program status are reported to the Audit Committee on a quarterly basis. In addition, management updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity, and the full Board of Directors also receives briefings from management on our cybersecurity risk management program, as appropriate.

Our Senior Vice President of Information Technology is primarily responsible for assessing and managing our material risks from cybersecurity threats, including our overall cybersecurity risk management program, and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our Senior Vice President of Information Technology has served in IT roles for the Company since 2007, and has led the department since 2020. He has over 20 years of experience implementing and operating cybersecurity technologies, policies, and procedures throughout various industries.

Our Senior Vice President of Information Technology works closely with our management team 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.

Item 2:          Properties

Information pertaining to our properties can be found under Item 1.

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Item 3:          Legal Proceedings

Information regarding legal proceedings is included in note 22, Commitments and Contingencies, to the consolidated financial statements.

Item 4:          Mine Safety Disclosures

None.

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PART II

Item 5:          Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

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

Holders

There were approximately 12,700 registered holders of record of our common stock as of January 30, 2026. This figure does not reflect the beneficial ownership of shares of our common stock.

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

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Repurchases of Equity Securities

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

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

(1)All 2,168 shares of common stock purchased during the three months ended December 31, 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 Plan"). 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.

Item 6:          [Reserved]

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Item 7:          Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis reflect our financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K for the year ended December 31, 2024.

GENERAL

Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies®. Founded in 1969, we serve our clients as a full-service real estate capital provider. As of December 31, 2025, we have a portfolio of over 15,500 properties in all 50 U.S. states, the U.K., and eight other countries in Europe. We are known as “The Monthly Dividend Company®” and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time. Since our listing on the NYSE in 1994, we have had 133 dividend increases and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for over 31 consecutive years.

As of December 31, 2025, we owned or held interests in 15,511 properties, with approximately 355.0 million square feet of leasable space leased to 1,761 clients doing business in 92 separate industries. Of the 15,511 properties in our portfolio as of December 31, 2025, 15,167, or 97.8%, were single-tenant properties, and the remaining were 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 8.8 years. Total portfolio annualized base rent (defined as the monthly cash base rent 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, 2025 was $5.31 billion.

As of December 31, 2025, approximately 32.2% of our total portfolio annualized base rent came from properties leased to our investment grade clients, their subsidiaries or affiliated companies. As of December 31, 2025, our top 20 clients (based on percentage of total portfolio annualized base rent) represented approximately 35.8% of our annualized base rent and 11 of these clients had investment grade credit ratings or were subsidiaries or affiliates of investment grade companies. Approximately 91% of our annualized retail base rent as of December 31, 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 $340.4 million, $303.1 million, and $274.2 million for the years ended December 31, 2025, 2024, and 2023, respectively.

RECENT DEVELOPMENTS

Increases in Monthly Dividends to Common Stockholders

We have continued our 57-year history of paying monthly dividends by increasing the dividend five times during 2025 and once during 2026. As of February 2026, we have paid 113 consecutive quarterly dividend increases and increased the dividend 133 times since our listing on the NYSE in 1994.

2025 Dividend increases	Month Declared	Month Paid	Monthly Dividend per share		Increase per share
1st increase	Dec 2024	Jan 2025	$	0.2640	$	0.0005
2nd increase	Feb 2025	Mar 2025	$	0.2680	$	0.0040
3rd increase	Mar 2025	Apr 2025	$	0.2685	$	0.0005
4th increase	Jun 2025	Jul 2025	$	0.2690	$	0.0005
5th increase	Sep 2025	Oct 2025	$	0.2695	$	0.0005
2026 Dividend increase
1st increase	Dec 2025	Jan 2026	$	0.2700	$	0.0005

The dividends paid per share during the year ended December 31, 2025 totaled $3.2170, as compared to $3.1255 during the year ended December 31, 2024, an increase of $0.0915, or 2.9%.

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The monthly dividend of $0.2700 per share represents a current annualized dividend of $3.240 per share, and an annualized dividend yield of 5.7% based on the last reported sale price of our common stock on the NYSE of $56.37 on December 31, 2025. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period.

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.

Investments

During the year ended December 31, 2025, we invested $6.3 billion at an initial weighted average cash yield of 7.3%, including investments in 380 properties, properties under development or expansion, unconsolidated entities, a preferred equity investment, and loans. See notes 4 through 7 to the consolidated financial statements for further details.

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.

Dispositions

During the year ended December 31, 2025, we sold 425 properties with total net proceeds received of $744.0 million.

Equity Capital Raising

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.

During the year ended December 31, 2025, we raised $2.4 billion of proceeds from the sale of common stock at a weighted average price of $57.14 per share, primarily through the settlement of 42.0 million shares of common stock under our ATM program. 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). See note 16, Stockholders' Equity, to the consolidated financial statements contained in this annual report for further details.

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.

Term Loan Amendment

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. See note 9, Term Loans, to the consolidated financial statements for further details.

Note Issuances

In October 2025, we issued $400.0 million of 3.950% senior unsecured notes due February 2029 and $400.0 million of 4.500% senior unsecured notes due February 2033.

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.

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

See note 11, Notes Payable, to the consolidated financial statements for further details.

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.

Portfolio Discussion

Leasing Results

As of December 31, 2025, we had 173 properties available for lease or sale out of 15,511 properties in our portfolio, which represents a 98.9% occupancy rate based on the number of properties in our portfolio. Our property-level occupancy rate excludes properties with ancillary leases only, such as cell towers and billboards, and properties with possession pending, and includes properties owned by unconsolidated joint ventures. Below is a summary of our portfolio activity for the periods indicated below:

Three months ended December 31, 2025
Properties available for lease as of September 30, 2025	204
Lease expirations (1)	378
Re-leases to same client	(285)
Re-leases to new client	(9)
Vacant dispositions	(115)
Properties available for lease as of December 31, 2025	173
Year ended December 31, 2025
Properties available for lease as of December 31, 2024	205
Lease expirations (1)	1,317
Re-leases to same client	(963)
Re-leases to new client	(52)
Vacant dispositions	(334)
Properties available for lease as of December 31, 2025	173

(1)Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods indicated above.

During the three months ended December 31, 2025, the new annualized base rent on re-leased units was $88.30 million, as compared to the previous annual rent of $84.21 million on the same units, representing a rent recapture rate of 104.9% on the re-leased units.

During the year ended December 31, 2025, the new annualized base rent on re-leased units was $301.99 million, as compared to the previous annual rent of $290.61 million on the same units, representing a rent recapture rate of 103.9% on the re-leased units.

As part of our re-leasing costs, we pay leasing commissions to unrelated, third-party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients. We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations.

Impact of Inflation

Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, retail price index in the case of certain leases in the U.K. (typically subject to ceilings), or increases in clients’ sales volumes. We expect that inflation will cause these lease provisions to result in rent increases over time.

During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not keep up with the rate of inflation and other costs.

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Moreover, our strategic focus on the use of net lease agreements reduces our exposure to rising property expenses due to inflation because the client is responsible for property expenses. Even though the utilization of net leases reduces our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue, which may adversely affect our clients' ability to pay rent. Additionally, inflationary periods may cause us to experience increased costs of financing, make it difficult to refinance debt at attractive rates or at all, and may adversely affect the properties we can acquire if the cost of financing an acquisition is in excess of our anticipated earnings from such property, thereby limiting the properties that can be acquired.

Impact of Real Estate and Capital Markets

In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, the global capital markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and global capital markets carefully and, if required, will make decisions to adjust our business strategy accordingly.

Impact of Current Macroeconomic Conditions

We monitor developments related to macroeconomic factors that could have an adverse impact on our business and our clients. Our clients face challenges that may differ from or be additional to challenges we face, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, including potential impacts from changes in global trade policies. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.

LIQUIDITY AND CAPITAL RESOURCES

Our primary cash obligations are included in the “Material Cash Requirements” table, which is presented later in this section. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common stockholders, primarily through a combination of the following:

•Cash and cash equivalents;

•Future cash flows from operations;

•Issuances of common stock or debt, or other securities offerings;

•Additional borrowings under our credit facilities or commercial paper programs, which are backstopped by our credit facilities;

•Short-term loans;

•Asset dispositions; and

•Credit investment repayments.

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.

We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity are sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facilities and commercial paper programs.

Long-Term Liquidity Requirements

Our primary goal is to deliver dependable monthly dividends to stockholders that increase over time. Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, investments in loans to clients, property development, and capital expenditures by issuing common stock, long-term unsecured notes, and term loan borrowings. 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.

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Capitalization

As of December 31, 2025, our total capitalization was $82.5 billion. Total capitalization consisted of $52.8 billion of common equity (based on the December 31, 2025 closing price on the NYSE of $56.37 and assuming the conversion of 2.7 million common units of Realty Income, L.P.), and total outstanding borrowings of $29.7 billion on our credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds and our proportionate share of joint venture debt (excluding unamortized deferred financing costs, discounts, and premiums).

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.

ATM Program

During the year ended December 31, 2025, we settled approximately 42.0 million shares of common stock previously sold pursuant to forward sale agreements through our ATM program for approximately $2.4 billion of net proceeds. 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 approximately $708.5 million in expected net proceeds, which have been executed at a weighted average price of $56.26 per share (assuming full physical settlement of all outstanding shares of common stock, subject to such forward sale agreements and certain assumptions made with respect to settlement dates). Additionally, as of December 31, 2025, we had 141.1 million shares remaining for future issuance under our ATM program. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.

Debt Financing Activities

As of December 31, 2025, our total outstanding borrowings of credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $29.1 billion, with a weighted average maturity of 5.5 years and a weighted average interest rate of 3.9%. As of December 31, 2025, approximately 93% of our total debt was fixed rate debt. See notes 8 through 11 to the consolidated financial statements for additional information about our outstanding debt, along with our debt financing activities during the year ended December 31, 2025 below.

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”). The RI Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. As of December 31, 2025, we had a borrowing capacity of $2.7 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $1.3 billion.

In connection with the closing of the RI Credit Facilities, the Fund entered into a newly-established $1.38 billion unsecured credit facility, which provides for (a) an up to $1.0 billion unsecured revolving credit facility and (b) an up to $380.0 million unsecured delayed draw term loan which is available to be drawn for twelve months after April 29, 2025 (the "Closing Date") (collectively, the “Fund Credit Facilities”). The revolving credit facility under the Fund Credit Facilities matures in April 2029 and the delayed draw term loan under the Fund Credit Facilities matures in April 2028. The Fund Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. The aggregate amount under the Fund Credit Facilities can be increased to up to $2.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments. As of December 31, 2025, we had a borrowing capacity of $1.2 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $182.0 million.

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Term Loan Amendment

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.As of December 31, 2025, we had an outstanding balance of $1.2 billion. In conjunction with the closing, we executed variable-to-fixed interest rate swaps, which fix the weighted average per annum interest rate at 4.3% over the two-year term.

Term Loan Redemptions

In August 2025, we repaid our $300.0 million unsecured term loan in full upon maturity, plus $0.3 million in accrued and unpaid interest.

In June 2025, we repaid our $500.0 million unsecured term loan in full upon maturity, plus $2.3 million in accrued and unpaid interest.

Mortgage Repayments

During the year ended December 31, 2025, we made $44.6 million in principal payments, including the full repayment of three mortgages for $42.9 million.

Note Issuances

During the year ended December 31, 2025, we issued the following notes and bonds:

2025 Issuances	Date of Issuance	Maturity Date	Principal amount (in millions)		Price of par value		Effective yield to maturity
5.125% Notes	April 2025	April 2035	$	600.0	98.37	%	5.337	%
3.375% Notes	June 2025	June 2031	€	650.0	99.57	%	3.456	%
3.875% Notes	June 2025	June 2035	€	650.0	99.55	%	3.930	%
3.950% Notes	October 2025	February 2029	$	400.0	99.41	%	4.143	%
4.500% Notes	October 2025	February 2033	$	400.0	98.87	%	4.685	%

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. The notes will be senior, unsecured obligations of Realty Income and will accrue interest at a rate of 3.500% per annum, payable semi-annually in arrears. The notes will mature on January 15, 2029, unless earlier repurchased, redeemed or converted. See note 23, Subsequent Events, to the consolidated financial statements for further details.

Note Repayments

2025 Repayments	Date of Issuance	Maturity Date	Principal amount <br>(in millions)
3.875% Notes	April 2018	April 2025	$	500.0
4.625% Notes	October 2018	November 2025	$	550.0		2026 Repayment	Date of Issuance	Maturity Date	Principal amount <br>(in millions)
---	---	---	---	---
5.050% Notes	January 2023	January 2026	$	500.0

Note Covenants

The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes and bonds. These calculations, which are not based on U.S. GAAP measurements, are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance. The actual amounts as of December 31, 2025, are:

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Note Covenants	Required	Actual
Limitation on incurrence of total debt	< 60% of adjusted assets	41.4	%
Limitation on incurrence of secured debt	< 40% of adjusted assets	0.2	%
Debt service and fixed charge coverage (trailing 12 months) (1)	> 1.5x	4.7x
Maintenance of total unencumbered assets	> 150% of unsecured debt	242.7	%

(1) Our debt service coverage ratio is calculated on a pro forma basis for the preceding four-quarter period on the assumptions that: (i) the incurrence of any Debt (as defined in the covenants) by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our Debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four quarters and subject to certain additional adjustments. Such pro forma ratio has been prepared on the basis required by that debt service covenant, reflects various estimates and assumptions and is subject to other uncertainties, and therefore does not purport to reflect what our actual debt service coverage ratio would have been had transactions referred to in clauses (i), (ii) and (iii) of the preceding sentence occurred as of the first day of four-quarter period, nor does it purport to reflect our debt service coverage ratio for any future period. Fixed charge coverage is calculated in the same manner as the debt service coverage. The following is our calculation of debt service and fixed charge coverage as of December 31, 2025 (in thousands, for trailing twelve months):

Net income attributable to the Company	$	1,058,590
Plus: interest expense, excluding the amortization of deferred financing costs	1,106,037
Plus: provision for taxes	85,346
Plus: depreciation and amortization	2,524,200
Plus: provisions for impairment	471,335
Plus: pro forma adjustments	211,434
Less: gain on sales of real estate	(177,640)
Income available for debt service, as defined	$	5,279,302
Total pro forma debt service charge	$	1,121,370
Debt service and fixed charge coverage ratio	4.7x

Credit Agency Ratings

The borrowing interest rates under our revolving credit facilities are based upon our ratings assigned by credit rating agencies. As of December 31, 2025, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook and Standard & Poor’s Ratings Group has assigned a rating of A- with a “stable” outlook. In addition, we were assigned the following ratings on our commercial paper as of December 31, 2025: Moody's Investors Service has assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2.

Based on our credit rating agency ratings as of December 31, 2025, our credit facilities provide for (i) USD borrowings at Secured Overnight Financing Rate ("SOFR") plus 0.725% and (ii) British Pound Sterling ("GBP") borrowings at the Sterling Overnight Indexed Average (“SONIA”) plus 0.725%, and (iii) EURO ("EUR") borrowings at a benchmark rate selected in accordance with the credit agreement. A revolving credit facility commitment fee of 0.125% is payable on the total commitment amount. The credit agreement also provides flexibility to elect different interest rate tenors or daily rate options for each currency tranche.

In addition, our credit facilities provide that the interest rates can range between: (i) SOFR/SONIA/Euro Interbank Offered Rate (“EURIBOR”), plus 1.40% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) SOFR/SONIA/EURIBOR, plus 0.70% if our credit rating is A/A2 or higher. In addition, our credit facilities provide for a facility commitment fee based on our credit ratings, which ranges from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher.

We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions. If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities or common stock.

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Material Cash Requirements

The following table summarizes the maturity of each of our obligations as of December 31, 2025 (in millions):

	2026		2027		2028		2029		2030		Thereafter		Total
Credit Facilities (1)	$	—	$	823.5	$	—	$	683.1	$	—	$	—	$	1,506.6
Commercial Paper (2)	516.8		—		—		—		—		—		516.8
Unsecured Term Loans	—		500.0		1,211.0		—		—		—		1,711.0
Mortgages Payable	12.0		22.3		1.3		1.3		1.0		—		37.9
Senior Unsecured Notes and Bonds	2,375.0		2,374.5		2,499.8		2,820.3		2,472.3		12,801.9		25,343.8
Interest (3)	1,069.4		964.5		801.1		731.4		597.5		2,877.8		7,041.7
Ground Leases Paid by the Company (4)	20.4		13.8		11.7		12.9		13.4		570.7		642.9
Ground Leases Paid by Our Clients (5)	31.7		30.1		27.2		24.9		23.3		311.0		448.2
Other (6)	663.8		175.0		4.6		—		—		4.6		848.0
Total	$	4,689.1	$	4,903.7	$	4,556.7	$	4,273.9	$	3,107.5	$	16,566.0	$	38,096.9

(1) The initial terms of the RI Credit Facilities expire in April 2027 and April 2029 and include, at our option, two six-month extensions. The initial term of the revolving credit facility under the Fund Credit Facilities expires in April 2029 and includes, at our option, two six-month extensions.

(2) Commercial paper programs outstanding were $516.8 million, maturing between January 2026 and February 2026.

(3) Interest on the commercial paper programs, term loans, mortgages payable, and senior unsecured notes and bonds has been calculated based on outstanding balances at period end through their respective maturity dates.

(4) We currently pay the ground lessors directly for the rent under certain ground lease arrangements.

(5) Our clients, who are generally sub-tenant clients under ground leases, are responsible for paying the rent under these ground leases.

(6) “Other” consists of $805.0 million of commitments under construction contracts, and $43.0 million for tenant improvements, recurring capital expenditures, and building improvements.

Investments in Unconsolidated Entities

As of December 31, 2025, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million.

DIVIDEND POLICY

Distributions are paid monthly to holders of shares of our common stock.

Distributions are paid monthly to the limited partners holding common units of Realty Income, L.P., each on a per unit basis that is equal to the amount paid per share to our common stockholders (subject to the adjustment factor applicable to those units at the time of such distribution).

In order to maintain our status as a REIT for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains), and we are subject to income tax to the extent we distribute less than 100% of our taxable income (including net capital gains). In 2025, our cash distributions to common stockholders totaled $2.92 billion, or approximately 159.0% of our estimated taxable income of $1.84 billion. Certain measures are available to us to reduce or eliminate our tax exposure as a REIT, and accordingly, no provision for U.S. federal income taxes, other than our taxable REIT subsidiaries (each, a "TRS"), has been made. Our estimated taxable income reflects non-cash deductions for depreciation and amortization. Our estimated taxable income is presented to show our compliance with REIT dividend requirements and is not a measure of our liquidity or operating performance. We intend to continue to make distributions to our stockholders that are sufficient to meet this dividend requirement and that will reduce or eliminate our exposure to income taxes. Furthermore, we believe our cash on hand and funds from operations are sufficient to support our current level of cash distributions to our stockholders. We distributed $3.22 per share to stockholders during the year ended December 31, 2025, representing 75.2% of our diluted Adjusted Funds from Operations Available to Common Stockholders ("AFFO") per share of $4.28.

Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, Funds from Operations Available to Common Stockholders ("FFO"), Normalized Funds from Operations Available to Common Stockholders ("Normalized FFO"), AFFO, cash flow from operations, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code, our debt service requirements, and any other factors the Board of Directors may deem relevant. In addition, our RI Credit Facilities contain financial covenants that could limit the amount of distributions payable by us in the event of a default, and which prohibit the payment of distributions on our common stock in the event that we fail to pay when due (subject to any applicable grace period) any principal or interest on borrowings under our RI Credit Facilities.

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Distributions of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to stockholders as ordinary income, except to the extent that we recognize capital gains and declare a capital gains dividend, or that such amounts constitute “qualified dividend income” subject to a reduced rate of tax. The maximum tax rate of non-corporate taxpayers for “qualified dividend income” is generally 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding requirements have been met with respect to the REIT’s stock and the REIT’s dividends are attributable to dividends received from certain taxable corporations (such as our TRSs) or to income that was subject to tax at the corporate or REIT level (for example, if we distribute taxable income that we retained and paid tax on in the prior taxable year). However, non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income.

Distributions in excess of earnings and profits generally will first be treated as a non-taxable reduction in the stockholders’ basis in their stock, but not below zero. Distributions in excess of that basis generally will be taxable as a capital gain to stockholders. Approximately 33.6% of the distributions to our common stockholders, made or deemed to have been made in 2025, were classified as a return of capital for federal income tax purposes.

RESULTS OF OPERATIONS

The following is a comparison of our results of operations for the years ended December 31, 2025 and 2024.

Total Revenue

The following summarizes our total revenue (in thousands):

	Years ended December 31,
		2025		2024		Change
Rental (excluding reimbursements)		$	5,096,934	$	4,740,660	$	356,274
Rental (reimbursements)		340,398		303,088		37,310
Other		312,045		227,394		84,651
Total revenue		$	5,749,377	$	5,271,142	$	478,235

Rental Revenue (excluding reimbursements)

The table below summarizes the increase in rental revenue (excluding reimbursements) in the years ended December 31, 2025 and 2024 (dollars in thousands):

	Years ended December 31,
	Number of Properties	2025		2024		Change
Properties acquired during 2025 & 2024	746	$	329,648	$	69,434	$	260,214
Same store rental revenue (1)	14,345	4,551,915		4,494,957		56,958
Constant currency adjustment (2)	N/A	(16,493)		(37,794)		21,301
Properties sold during and prior to 2025	745	36,267		100,920		(64,653)
Straight-line rent and other non-cash adjustments	N/A	(1,677)		1,683		(3,360)
Vacant rents, development and other (3)	420	138,560		138,906		(346)
Other excluded revenue (4)	N/A	58,714		19,601		39,113
Less: Spirit rental revenue (5)	N/A	—		(47,047)		47,047
Total		$	5,096,934	$	4,740,660	$	356,274

(1)The same store rental revenue percentage increased by 1.3% for the year ended December 31, 2025 as compared to the same period in 2024.

(2)For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of December 31, 2025.

(3)Relates to the aggregate of (i) rental revenue from 294 properties that were available for lease during part of 2025 or 2024 for the year ended December 31, 2025, respectively and (ii) rental revenue for 126 properties under development or completed developments that do not meet our same store pool definition for the years ended December 31, 2025, respectively.

(4)"Other excluded revenue" primarily consists of reimbursements related to lease termination fees and other settlement income.

(5)Amounts for the year ended December 31, 2024 represent rental revenue from Spirit Realty Capital, Inc. (“Spirit”) properties, which were not included in our financial statements prior to the close of the merger (the "Merger") with Spirit on January 23, 2024.

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For purposes of determining the same store rent property pool, we include all properties that were owned for the entire year-to-date period, for both the current and prior year, except for properties during the current or prior year that; (i) were vacant at any time, (ii) were under development or redevelopment, or (iii) were involved in eminent domain and rent was reduced. Each of the exclusions from the same store pool are separately addressed within the applicable sentences above, explaining the changes in rental revenue for the period.

Of the 17,204 in-place leases in the portfolio, 13,860, or 80.6%, were under leases that provide for increases in rents through: base rent increases tied to inflation (typically subject to ceilings), percentage rent based on a percentage of the clients’ gross sales, fixed increases, or a combination of two or more of the aforementioned rent provisions.

Rent based on a percentage of our clients' gross sales, or percentage rent, was $18.2 million and $16.0 million for the years ended December 31, 2025 and 2024, respectively. Percentage rent represents less than 1% of rental revenue.

As of December 31, 2025, our portfolio of 15,511 properties was 98.9% leased with 173 properties available for lease or sale, as compared to 98.7% leased with 205 properties available for lease as of December 31, 2024. It has been our experience that approximately 1% to 4% of our property portfolio will be available for lease at any given time; however, it is possible that the number of properties available for lease or sale could increase in the future, given the nature of economic cycles and other unforeseen global events.

Rental Revenue (reimbursements)

A number of our leases provide for contractually obligated reimbursements from clients for recoverable real estate taxes and operating expenses. Contractually obligated reimbursements by our clients increased by $37.3 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio.

Other Revenue

The following summarizes our total other revenue (in thousands):

	Years ended December 31,
		2025		2024		Change
Interest income on financing receivables		$	128,774	$	124,288	$	4,486
Interest income on loans and preferred equity investments		179,388		99,967		79,421
Other		3,883		3,139		744
		$	312,045	$	227,394	$	84,651

Total other revenue increased by $84.7 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher interest income on loans and preferred equity investments driven by growth in our loan portfolio.

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Expenses

The following summarizes our total expenses (in thousands):

	Years ended December 31,
		2025			2024			Change
Depreciation and amortization		$	2,524,200		$	2,395,644		$	128,556
Interest		1,134,879			1,016,955			117,924
Property (excluding reimbursements)		88,402			74,587			13,815
Property (reimbursements)		340,398			303,088			37,310
General and administrative		202,554			176,895			25,659
Provisions for impairment		471,335			425,833			45,502
Merger, transaction, and other costs, net		24,214			96,292			(72,078)
Total expenses		$	4,785,982		$	4,489,294		$	296,688
Total revenue (1)		$	5,408,979		$	4,968,054
General and administrative expenses as a percentage of total revenue (1)		3.7		%	3.6		%
Property expenses (excluding reimbursements) as a percentage of total revenue (1)		1.6		%	1.5		%

(1) Excludes client reimbursements.

Depreciation and Amortization

Depreciation and amortization increased by $128.6 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to the acquisitions of properties in 2024 and 2025, which were partially offset by property dispositions.

Interest Expense

The following is a summary of the components of our interest expense (in thousands):

	Years ended December 31,
		2025			2024			Change
Interest on our revolving credit facilities, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps		$	1,114,048		$	1,018,445		$	95,603
Credit facility commitment fees		6,052			5,401			651
Amortization of debt origination and deferred financing costs		29,652			23,939			5,713
Gain on interest rate swaps		(7,322)			(7,180)			(142)
Amortization of net mortgage and note discounts (premiums)		7,069			(3,279)			10,348
Capital lease obligation		2,414			2,025			389
Interest capitalized		(17,034)			(22,396)			5,362
Interest expense		$	1,134,879		$	1,016,955		$	117,924
Revolving credit facilities, commercial paper, term loans, mortgages and senior unsecured notes and bonds
Average outstanding balances		$	28,319,680		$	25,508,037		$	2,811,643
Weighted average interest rates		3.93		%	4.07		%

Interest expense increased by $117.9 million, or 11.6%, for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher average borrowings in 2025, as well as higher amortization of net note discounts (premiums) and deferred financing costs. See notes to the accompanying consolidated financial statements for additional information regarding our indebtedness.

Property Expenses (excluding reimbursements)

Property expenses (excluding reimbursements) consist of costs associated with properties available for lease, non-net-leased properties and general portfolio expenses and include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections and legal fees.

Property expenses (excluding reimbursements) increased by $13.8 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to the volume of asset acquisitions during the period resulting in higher repairs and maintenance costs and property management expenses.

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Property Expenses (reimbursements)

Property expenses (reimbursements) consist of property taxes and operating costs paid on behalf of our clients. Property expenses (reimbursements) increased by $37.3 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio.

General and Administrative Expenses

General and administrative expenses are expenditures related to the operations of our company, including employee-related costs, professional fees, and other general overhead costs associated with running our business.

General and administrative expenses increased by $25.7 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher employee costs and professional fees as we continue to invest in our people and our platform.

Provisions for Impairment

The following table summarizes our provisions for impairment during the periods indicated below (in thousands):

	Years ended December 31,
		2025		2024		Change
Provisions for impairment of real estate		$	434,497	$	319,032	$	115,465
Provisions for credit losses		36,838		106,801		(69,963)
Provisions for impairment		$	471,335	$	425,833	$	45,502

Provisions for impairment of real estate increased by $115.5 million during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to properties that were sold or are more likely than not to be sold in the next twelve months and properties leased to clients in bankruptcy or experiencing financial distress.

Provisions for credit losses decreased by $70.0 million during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to lower credit losses recognized on financing receivables related to distressed clients accounted for under sales leaseback transactions.

Merger, Transaction, and Other Costs, Net

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.

During the year ended December 31, 2024, we incurred $96.3 million of merger, transaction, and other costs, net consisting primarily of transaction and integration-related costs related to Spirit, $5.1 million related to the lease termination of a legacy corporate facility, and $4.5 million related to the establishment of the Fund.

Gain on Sales of Real Estate

The following summarizes our property dispositions (dollars in thousands):

	Years ended December 31,
		2025		2024		Change
Number of properties sold		425		294		131
Net sales proceeds		$	744,014	$	589,450	$	154,564
Gain on sales of real estate		$	177,640	$	117,275	$	60,365

Foreign Currency and Derivative (Loss) Gain, Net

We borrow in the functional currencies of the countries in which we invest. Net foreign currency gain and loss are primarily related to the remeasurement of intercompany debt from foreign subsidiaries and outstanding borrowings denominated in the local currencies we invest in. Derivative gain and loss are primarily related to mark-to-market adjustments on derivatives that do not qualify for hedge accounting and settlement of designated derivatives reclassified from Accumulated Other Comprehensive Income ("AOCI").

Foreign currency and derivative (loss) gain, net was a $28.7 million loss for the year ended December 31, 2025, compared to a $3.4 million gain for the same period in 2024, primarily due to the impact of foreign currency fluctuations on our foreign-denominated assets and liabilities, as well as derivative instruments we executed to reduce the effect of these fluctuations.

Equity in Earnings of Unconsolidated Entities

Equity in earnings of unconsolidated entities increased by $5.5 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily attributable to an increase in earnings in our data center development joint venture, which commenced leasing in 2024.

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Other Income, Net

Other income, net increased by $5.8 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily from higher interest earned on cash and cash equivalent balances, in addition to higher insurance proceed gains and miscellaneous other income.

Income Taxes Income taxes primarily consist of international income taxes accrued or paid by us and our subsidiaries, as well as state and local taxes. The increase of $18.7 million in income taxes for the year ended December 31, 2025 as compared to the same period in 2024 is primarily attributable to higher taxable income in the U.K. and Europe and higher state franchise taxes.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased by $4.6 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily attributable to the launch of the Fund, with the first closing of third-party investments occurring at the beginning of the fourth quarter.

Preferred Stock Dividends

The decrease in preferred stock dividends of $7.8 million for the year ended December 31, 2025 as compared to the same period in 2024 is due to the issuance of Realty Income Series A Preferred Stock during the year ended December 31, 2024 in connection with the Merger. In September 2024, we redeemed all 6.9 million of Realty Income Series A Preferred Stock outstanding.

Excess of Redemption Value Over Carrying Value of Preferred Shares Redeemed

In September 2024, we redeemed all 6.9 million of Realty Income Series A Preferred Stock outstanding. The excess of the $25.00 liquidation price per share over the carrying value of Realty Income Series A Preferred Stock redeemed resulted in a loss on redemption of $5.1 million for the year ended December 31, 2024.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements have been prepared in accordance with U.S. GAAP and are the basis for our discussion and analysis of financial condition and results of operations. Preparing our consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. We believe that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in note 1, Summary of Significant Accounting Policies, to our consolidated financial statements in this annual report. In order to prepare our consolidated financial statements according to the rules and guidelines set forth by U.S. GAAP, many subjective judgments must be made with regard to critical accounting policies. We believe the following are our most critical accounting policies and estimates:

Allocation of the Purchase Price of Real Estate Acquisitions

Management must make significant assumptions in determining the fair value of assets acquired and liabilities assumed. When acquiring a property for investment purposes, we allocate the cost of real estate acquired, inclusive of transaction costs, to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their relative estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value and the value of in-place leases, as applicable. Additionally, above-market rents on leases acquired through sale-leaseback transactions under which we are a lessor are accounted for as financing receivables amortizing over the lease term, while below-market rents on leases under which we are a lessor are accounted for as prepaid rent. In an acquisition of multiple properties, we must also allocate the purchase price among the properties. The allocation of the purchase price is based on our assessment of estimated fair value of the land, building and improvements, and identified intangible assets and liabilities and is often based upon the various characteristics of the market where the property is located. In addition, any assumed mortgages are recorded at their estimated fair values. The estimated fair values of our mortgages payable have been calculated by discounting the future cash flows using applicable interest rates that have been adjusted for factors, such as industry type, client investment grade, maturity date, and comparable borrowings for similar assets. The use of different assumptions in the allocation of the purchase price of the acquired properties and liabilities assumed could affect the timing of recognition of the related revenue and expenses.

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Provisions for Impairment - Real Estate Assets

Management must make significant judgment as to if, and when, impairment losses should be taken on our properties when events or a change in circumstances indicate that the carrying amount of the asset may not be recoverable. If estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property, a fair value analysis is performed and, to the extent the estimated fair value is less than the current book value, a provision for impairment is recorded to reduce the book value to estimated fair value. Key inputs that we utilize in this analysis include projected rental rates, estimated holding periods, capital expenditures, and property sales capitalization rates. If a property is held for sale, it is carried at the lower of carrying cost or estimated fair value, less estimated cost to sell. The carrying value of our real estate is the largest component of our consolidated balance sheets. Our strategy of primarily holding properties, long-term, directly decreases the likelihood of their carrying values not being recoverable, thus requiring the recognition of an impairment. However, if our strategy, or one or more of the above assumptions were to change in the future, an impairment may need to be recognized. If events should occur that require us to reduce the carrying value of our real estate by recording provisions for impairment, they could have a material impact on our results of operations.

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NON-GAAP FINANCIAL MEASURES

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate ("Adjusted EBITDAre")

Nareit established an EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDAre) it believed would provide investors with a consistent measure to help make investment decisions among REITs. Our definition of “Adjusted EBITDAre” is generally consistent with the Nareit definition, other than our adjustment to remove foreign currency and derivative gain and loss and merger, transaction, and other costs, net. We define Adjusted EBITDAre, a non-GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) provisions for impairment, (v) merger, transaction, and other costs, net, (vi) gain on sales of real estate, (vii) foreign currency and derivative gain and loss, net, and (viii) our proportionate share of adjustments from unconsolidated entities and consolidated entities with noncontrolling interests. Our Adjusted EBITDAre may not be comparable to Adjusted EBITDAre reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDAre differently than we do. Management believes Adjusted EBITDAre to be a meaningful measure of a REIT’s performance because it provides a view of our operating performance, analyzes our ability to meet interest payment obligations before the effects of income tax, depreciation and amortization expense, provisions for impairment, gain on sales of real estate and other items, as defined above, that affect comparability, including the removal of non-recurring and non-cash items that industry observers believe are less relevant to evaluating the operating performance of a company. In addition, EBITDAre is widely followed by industry analysts, lenders, investors, rating agencies, and others as a means of evaluating the operating performance of business activities prior to servicing debt obligations. Management also believes the use of an Annualized Adjusted EBITDAre metric is meaningful because it represents our current earnings run rate for the period presented. Annualized Adjusted EBITDAre and Annualized Pro Forma Adjusted EBITDAre, as defined below, are also used to determine the vesting of performance share awards granted to executive officers. Annualized Adjusted EBITDAre should be considered along with, but not as an alternative to net income as a measure of our operating performance. We define Annualized Pro Forma Adjusted EBITDAre as Annualized Adjusted EBITDAre, subject to certain adjustments to incorporate Adjusted EBITDAre from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDAre from investments we disposed of during the applicable quarter, and include transaction accounting adjustments in accordance with U.S. GAAP, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable quarter, and adjusted for our pro-rata share. Our calculation includes all adjustments consistent with the requirements to present Adjusted EBITDAre on a pro forma basis in accordance with Article 11 of Regulation S-X. We believe Annualized Pro Forma Adjusted EBITDAre is a useful non-GAAP supplemental measure, as it excludes investments that were no longer owned at the balance sheet date and includes the annualized base rent from investments acquired during the quarter. Management also uses our ratios of Net Debt/Annualized Adjusted EBITDAre and Net Debt/Annualized Pro Forma Adjusted EBITDAre as measures of leverage in assessing our financial performance, which is calculated as net debt (which we define as total debt, excluding deferred financing costs and net discounts, less cash and cash equivalents, at our pro-rata share), divided by Annualized Adjusted EBITDAre and Annualized Pro Forma Adjusted EBITDAre, respectively.

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The following is a reconciliation of net income (which we believe is the most comparable U.S. GAAP measure) to Adjusted EBITDAre and Annualized Pro Forma EBITDAre calculations for the periods indicated below (dollars in thousands):

	Three months ended <br>December 31,
	2025
Net income	$	301,636
Interest	288,199
Income taxes	21,800
Depreciation and amortization	635,435
Provisions for impairment	124,411
Merger, transaction, and other costs, net	10,261
Gain on sales of real estate	(67,430)
Foreign currency and derivative loss, net	18,902
Proportionate share of adjustments from unconsolidated entities	19,576
Adjustments attributable to noncontrolling interests	(12,236)
Adjusted EBITDAre	$	1,340,554
Annualized Adjusted EBITDAre (1)	$	5,362,216
Annualized Pro Forma Adjustments	$	51,811
Annualized Pro Forma Adjusted EBITDAre	$	5,414,027
Total debt per the consolidated balance sheets, excluding deferred financing costs and net discounts	$	29,116,111
Proportionate share of unconsolidated entities debt, excluding deferred financing costs	659,190
Noncontrolling interests share of debt, excluding deferred financing costs	(55,637)
Less: Pro-Rata Share of cash and cash equivalents (2)	(419,402)
Net Debt (3)	$	29,300,262
Net Debt/Annualized Adjusted EBITDAre	5.5		x
Net Debt/Annualized Pro Forma Adjusted EBITDAre	5.4		x
Reconciliation of Consolidated Cash to Pro-Rata Share of Cash and Cash equivalents
Cash and cash equivalents per the consolidated balance sheet	$	434,842
Add: proportionate share of unconsolidated entities cash	6,609
Less: adjustments allocable to noncontrolling interests	(22,049)
Total Pro-Rata Share of cash and cash equivalents	$	419,402

(1) We calculate Annualized Adjusted EBITDAre by multiplying the Adjusted EBITDAre for the applicable quarter by four.

(2) Reflects adjustments for our share based on our proportionate economic ownership of our joint ventures (which adds our pro-rata share of unconsolidated entities and deducts our noncontrolling interests share).

(3) Net Debt is total debt, excluding deferred financing costs and net discounts, less cash and cash equivalents, at our Pro-Rata Share.

As described above, the Annualized Pro Forma Adjustments, which include transaction accounting adjustments in accordance with U.S. GAAP and adjusted for our pro-rata share, consist of adjustments to incorporate the Adjusted EBITDAre from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDAre from investments we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the periods, consistent with the requirements of Article 11 of Regulation S-X. The following table summarizes our Annualized Pro Forma Adjustments related to our Annualized Pro Forma Adjusted EBITDAre calculation for the period indicated below (in thousands):

	Three months ended <br>December 31,
	2025
Annualized pro forma adjustments from investments acquired or stabilized	$	116,680
Annualized pro forma adjustments from investments disposed	(64,869)
Annualized Pro Forma Adjustments	$	51,811

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FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS AND NORMALIZED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS

We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trusts' definition, as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets, and reduced by gain on property sales. We define Normalized FFO, a non-GAAP financial measure, as FFO excluding merger, transaction, and other costs, net. We define diluted FFO and diluted normalized FFO as FFO and normalized FFO adjusted for dilutive noncontrolling interests.

The following summarizes our FFO and Normalized FFO (in millions, except per share data):

	Years ended December 31,
		2025		2024		% Change
FFO available to common stockholders		$	3,860.3	$	3,467.7	11.3	%
FFO per common share (1)		$	4.25	$	4.01	6.0	%
Normalized FFO available to common stockholders		$	3,884.5	$	3,564.0	9.0	%
Normalized FFO per common share (1)		$	4.27	$	4.12	3.6	%

(1) All per share amounts are presented on a diluted per common share basis.

We consider FFO and Normalized FFO to be appropriate supplemental measures of a REIT’s operating performance as they are based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO, and adds back merger, transaction, and other costs, net, for Normalized FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative.

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The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S. GAAP measure) to FFO and Normalized FFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (in thousands, except per share amounts):

	Years ended December 31,
		2025		2024
Net income available to common stockholders		$	1,058,590	$	847,893
Depreciation and amortization		2,524,200		2,395,644
Depreciation of furniture, fixtures and equipment		(2,622)		(2,857)
Provisions for impairment of real estate		434,497		319,032
Gain on sales of real estate		(177,640)		(117,275)
Proportionate share of adjustments for unconsolidated entities		33,345		29,124
FFO adjustments allocable to noncontrolling interests		(10,047)		(3,902)
FFO available to common stockholders		$	3,860,323	$	3,467,659
FFO allocable to dilutive noncontrolling interests		9,396		6,611
Diluted FFO		$	3,869,719	$	3,474,270
FFO available to common stockholders		$	3,860,323	$	3,467,659
Merger, transaction, and other costs, net (1)		24,214		96,292
Normalized FFO available to common stockholders		$	3,884,537	$	3,563,951
Normalized FFO allocable to dilutive noncontrolling interests		9,396		6,611
Diluted Normalized FFO		$	3,893,933	$	3,570,562
FFO per common share:
Basic		$	4.26	$	4.02
Diluted		$	4.25	$	4.01
Normalized FFO per common share:
Basic		$	4.28	$	4.13
Diluted		$	4.27	$	4.12
Distributions paid to common stockholders		$	2,920,895	$	2,691,719
FFO after distributions		$	939,428	$	775,940
Normalized FFO after distributions		$	963,642	$	872,232
Weighted average number of common shares used for FFO and Normalized FFO:
Basic		907,169		862,959
Diluted		911,015		865,842

(1)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. During the year ended December 31, 2024, we incurred $96.3 million of merger transaction and other costs, net, primarily related to transaction and integration related costs related to the Spirit merger.

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ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS

We define AFFO, a non-GAAP measure, as FFO adjusted for unique revenue and expense items, which we believe are not as pertinent to the measurement of our ongoing operating performance. We define diluted AFFO as AFFO adjusted for dilutive noncontrolling interests.

The following summarizes our AFFO (in millions, except per share data):

	Years ended December 31,
		2025		2024		% Change
AFFO available to common stockholders		$	3,885.9	$	3,621.4	7.3	%
AFFO per common share (1)		$	4.28	$	4.19	2.1	%

(1) All per share amounts are presented on a diluted per common share basis.

We consider AFFO to be an appropriate supplemental measure of our performance. Most companies in our industry use a similar measurement, but they may use the term “CAD” (for Cash Available for Distribution), “FAD” (for Funds Available for Distribution) or other terms. Our AFFO calculations may not be comparable to AFFO, CAD or FAD reported by other companies, and other companies may interpret or define such terms differently than we do.

We believe the non-GAAP financial measure AFFO provides useful information to investors because it is a widely accepted industry measure of the operating performance of real estate companies that is used by industry analysts and investors who look at and compare those companies. In particular, AFFO provides an additional measure to compare the operating performance of different REITs without having to account for differing depreciation assumptions and other unique revenue and expense items which are not pertinent to measuring a particular company’s on-going operating performance. Therefore, we believe that AFFO is an appropriate supplemental performance metric, and that the most appropriate U.S. GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders. Presentation of the information regarding FFO, Normalized FFO, and AFFO is intended to assist the reader in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, Normalized FFO, and AFFO in the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO, Normalized FFO, and AFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. FFO, Normalized FFO, and AFFO should not be considered as alternatives to reviewing our cash flows from operating, investing, and financing activities. In addition, FFO, Normalized FFO, and AFFO should not be considered as measures of liquidity, our ability to make cash distributions, or our ability to pay interest payments.

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The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S. GAAP measure) to Normalized FFO and AFFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (in thousands, except per share amounts).

	Years ended December 31,
		2025		2024
Net income available to common stockholders		$	1,058,590	$	847,893
Cumulative adjustments to calculate Normalized FFO (1)		2,825,947		2,716,058
Normalized FFO available to common stockholders		3,884,537		3,563,951
Debt-related non-cash items:
Amortization of net debt discounts and deferred financing costs		36,705		15,361
Amortization of acquired interest rate swap value (2)		11,048		13,935
Capital expenditures from operating properties:
Leasing costs and commissions		(9,481)		(8,558)
Recurring capital expenditures		(335)		(402)
Other non-cash items:
Non-cash change in allowance for credit losses		36,838		106,801
Amortization of share-based compensation		30,770		32,741
Straight-line rent and expenses, net		(169,217)		(171,887)
Amortization of above and below-market leases, net		47,228		55,870
Deferred tax expense		603		3,552
Proportionate share of adjustments for unconsolidated entities		(2,991)		(2,078)
Excess of redemption value over carrying value of preferred shares redeemed		—		5,116
Other adjustments (3)		20,193		7,035
AFFO available to common stockholders		$	3,885,898	$	3,621,437
AFFO allocable to dilutive noncontrolling interests		9,323		6,599
Diluted AFFO		$	3,895,221	$	3,628,036
AFFO per common share:
Basic		$	4.28	$	4.20
Diluted		$	4.28	$	4.19
Distributions paid to common stockholders		$	2,920,895	$	2,691,719
AFFO after distributions		$	965,003	$	929,718
Weighted average number of common shares used for AFFO:
Basic		907,169		862,959
Diluted		911,015		865,842

(1)See reconciling items for Normalized FFO presented under “Funds from Operations Available to Common Stockholders and Normalized Funds from Operations Available to Common Stockholders".

(2)Includes the amortization of the purchase price allocated to interest rate swaps acquired in the Merger.

(3)Includes non-cash foreign currency losses (gains) from remeasurement to USD, mark-to-market adjustments on investments and derivatives that are non-cash in nature, obligations related to financing lease liabilities, and adjustments allocable to noncontrolling interests.

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Item 7A:         Quantitative and Qualitative Disclosures about Market Risk

We are exposed to economic risks from interest rates and foreign currency exchange rates. A portion of these risks is hedged, but the risks may affect our financial statements.

Interest Rates

We are exposed to interest rate changes primarily as a result of our revolving credit 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. Our interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flow and to lower our overall borrowing costs. To achieve these objectives, we primarily issue long-term notes and bonds, primarily at fixed rates.

In order to mitigate and manage the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps, interest rate swaptions, interest rate locks and caps. The use of these types of instruments to hedge our exposure to changes in interest rates carries additional risks, including counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. To limit counterparty credit risk, we will seek to enter into such agreements with major financial institutions with favorable credit ratings. There can be no assurance that we will be able to adequately protect against the foregoing risks or realize an economic benefit that exceeds the related amounts incurred in connection with engaging in such hedging activities. We do not enter into any derivative transactions for speculative or trading purposes.

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, 2025. This information is presented to evaluate the expected cash flows and sensitivity to interest rate changes.

Expected Maturity Data

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

	Consolidated Fixed Rate <br>Debt								Consolidated Variable Rate Debt						End of Period Interest Rate (3)
Year Principal Due	Unsecured <br>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

(1)Excludes net discounts recorded on mortgages payable, net discounts recorded on notes payable, and deferred financing costs on term loans, mortgages payable, and notes payable.

(2)We base the estimated fair value of our fixed rate mortgages and private senior notes payable as of December 31, 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 as of December 31, 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 credit facilities, commercial paper borrowings, and term loans reasonably approximate their estimated fair values as of December 31, 2025.

(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. In November 2025, we entered into interest rate swaps, which fixed our per annum interest rate at 4.3% for our term loan initially maturing in January 2028.

The table above incorporates only those exposures that exist as of December 31, 2025. It does not consider those exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss, with respect to interest rate fluctuations, would depend on the exposures that arise during the period, our hedging strategies at the time, and interest rates.

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As of December 31, 2025, our outstanding mortgages payable, notes, and bonds had fixed interest rates. Interest on our credit facilities and commercial paper borrowings and term loans is variable. However, the variable interest rate feature on our term loans has been mitigated by interest rate swap agreements. As of December 31, 2025, a 1% change in interest rates on our variable-rate debt would change our interest rate costs by $20.2 million.

Foreign Currency Exchange Rates

We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign investments. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. We primarily hedge our foreign currency risk by borrowing in the currencies in which we invest thereby providing a natural hedge. We continuously evaluate and manage our foreign currency risk through the use of derivative financial instruments, including currency exchange swaps, and foreign currency forward contracts with financial counterparties where practicable. Such derivative instruments are viewed as risk management tools and are not used for speculative or trading purposes. Additionally, our inability to redeploy rent receipts from our international operations on a timely basis subjects us to foreign exchange risk.

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Item 8:        Financial Statements and Supplementary Data

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A.	Reports of Independent Registered Public Accounting Firm
B.	Consolidated Balance Sheets, December 31, 2025 and December 31, 2024
C.	Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2025, 2024, and 2023
D.	Consolidated Statements of Equity, Years ended December 31, 2025, 2024, and 2023
E.	Consolidated Statements of Cash Flows, Years ended December 31, 2025, 2024, and 2023
F.	Notes to Consolidated Financial Statements
G.	Schedule III-Real Estate and Accumulated Depreciation
	Schedules not filed: All schedules, other than that indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Realty Income Corporation:

Opinion on the Consolidated Financial Statements

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

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

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) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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.

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The following are the primary procedures we performed to address this critical audit matter. 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.

/s/ KPMG LLP

We have served as the Company’s auditor since 1993.

San Diego, California

February 24, 2026

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Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Realty Income Corporation:

Opinion on Internal Control Over Financial Reporting

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

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

San Diego, California

February 24, 2026

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Item 1:          Financial Statements

REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

	December 31, 2025		December 31, 2024
ASSETS
Real estate held for investment, at cost:
Land	$	18,368,029	$	17,320,520
Buildings and improvements	43,824,410		40,974,535
Total real estate held for investment, at cost	62,192,439		58,295,055
Less accumulated depreciation and amortization	(8,778,536)		(7,381,083)
Real estate held for investment, net	53,413,903		50,913,972
Real estate and lease intangibles held for sale, net	91,784		94,979
Cash and cash equivalents	434,842		444,962
Accounts receivable, net	1,053,487		877,668
Lease intangible assets, net	5,717,241		6,322,992
Goodwill	4,932,199		4,932,199
Investment in unconsolidated entities	1,256,456		1,229,699
Other assets, net	5,895,700		4,018,568
Total assets	$	72,795,612	$	68,835,039
LIABILITIES AND EQUITY
Distributions payable	$	255,171	$	238,045
Accounts payable and accrued expenses	1,060,969		759,416
Lease intangible liabilities, net	1,493,958		1,635,770
Other liabilities	1,066,809		923,128
Revolving credit facilities and commercial paper	2,023,414		1,130,201
Term loans, net	1,701,615		2,358,417
Mortgages payable, net	37,761		80,784
Notes payable, net	25,031,947		22,657,592
Total liabilities	$	32,671,644	$	29,783,353
Commitments and contingencies (Note 22)
Stockholders’ equity:
Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 933,975 and 891,511 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively	$	49,861,660	$	47,451,068
Distributions in excess of net income	(10,527,984)		(8,648,559)
Accumulated other comprehensive income	105,019		38,229
Total stockholders’ equity	$	39,438,695	$	38,840,738
Noncontrolling interests	685,273		210,948
Total equity	$	40,123,968	$	39,051,686
Total liabilities and equity	$	72,795,612	$	68,835,039

The accompanying notes to consolidated financial statements are an integral part of these statements.

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REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share amounts)

	Years ended December 31,
		2025		2024		2023
REVENUE
Rental (including reimbursements)		$	5,437,332	$	5,043,748	$	3,958,150
Other		312,045		227,394		120,843
Total revenue		5,749,377		5,271,142		4,078,993
EXPENSES
Depreciation and amortization		2,524,200		2,395,644		1,895,177
Interest		1,134,879		1,016,955		730,423
Property (including reimbursements)		428,800		377,675		316,964
General and administrative		202,554		176,895		144,536
Provisions for impairment		471,335		425,833		87,082
Merger, transaction, and other costs, net		24,214		96,292		14,464
Total expenses		4,785,982		4,489,294		3,188,646
Gain on sales of real estate		177,640		117,275		25,667
Foreign currency and derivative (loss) gain, net		(28,653)		3,420		(13,414)
Equity in earnings of unconsolidated entities		13,330		7,793		2,546
Other income, net		29,417		23,606		23,789
Income before income taxes		1,155,129		933,942		928,935
Income taxes		(85,346)		(66,601)		(52,021)
Net income		1,069,783		867,341		876,914
Net income attributable to noncontrolling interests		(11,193)		(6,569)		(4,605)
Net income attributable to the Company		1,058,590		860,772		872,309
Preferred stock dividends		—		(7,763)		—
Excess of redemption value over carrying value of preferred shares redeemed		—		(5,116)		—
Net income available to common stockholders		$	1,058,590	$	847,893	$	872,309
Amounts available to common stockholders per common share:
Net income, basic and diluted		$	1.17	$	0.98	$	1.26
Weighted average common shares outstanding:
Basic		907,169		862,959		692,298
Diluted		908,334		863,792		693,024
Net income available to common stockholders		$	1,058,590	$	847,893	$	872,309
Other comprehensive income (loss):
Foreign currency translation adjustment		91,941		(32,883)		64,326
Unrealized loss on derivatives, net		(25,151)		(2,782)		(37,265)
Total other comprehensive income (loss)		$	66,790	$	(35,665)	$	27,061
Comprehensive income available to common stockholders		$	1,125,380	$	812,228	$	899,370

The accompanying notes to consolidated financial statements are an integral part of these statements.

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REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

Years ended December 31, 2025, 2024, and 2023

	Shares of<br>preferred<br>stock	Preferred<br>stock and<br>paid in<br>capital		Shares of<br>common<br>stock	Common<br>stock and<br>paid in<br>capital		Distributions<br>in excess of<br>net income		Accumulated other comprehensive income		Total<br>stockholders’<br>equity		Non-controlling<br>interests		Total<br>equity
Balance, December 31, 2022	—	$	—	660,300	$	34,159,509	$	(5,493,193)	$	46,833	$	28,713,149	$	130,140	$	28,843,289
Net income	—	—		—	—		872,309		—		872,309		4,605		876,914
Other comprehensive income	—	—		—	—		—		27,061		27,061		—		27,061
Distributions paid and payable	—	—		—	—		(2,141,252)		—		(2,141,252)		(9,340)		(2,150,592)
Share issuances, net of costs	—	—		91,902	5,450,982		—		—		5,450,982		—		5,450,982
Contributions by noncontrolling interests	—	—		—	—		—		—		—		40,097		40,097
Share-based compensation, net	—	—		258	19,218		—		—		19,218		—		19,218
Balance, December 31, 2023	—	$	—	752,460	$	39,629,709	$	(6,762,136)	$	73,894	$	32,941,467	$	165,502	$	33,106,969
Net income	—	—		—	—		860,772		—		860,772		6,569		867,341
Other comprehensive loss	—	—		—	—		—		(35,665)		(35,665)		—		(35,665)
Distributions paid and payable	—	—		—	—		(2,742,079)		—		(2,742,079)		(10,398)		(2,752,477)
Share issuances, net of costs	—	—		30,381	1,754,895		—		—		1,754,895		—		1,754,895
Shares issued with merger	6,900	167,394		108,308	6,043,641		—		—		6,043,641		—		6,043,641
Contributions by noncontrolling interests	—	—		—	—		—		—		—		2,022		2,022
Issuance of common partnership units	—	—		—	(768)		—		—		(768)		47,253		46,485
Preferred shares redeemed	(6,900)	(167,394)		—	—		(5,116)				(5,116)		—		(5,116)
Share-based compensation, net	—	—		362	23,591		—		—		23,591		—		23,591
Balance, December 31, 2024	—	$	—	891,511	$	47,451,068	$	(8,648,559)	$	38,229	$	38,840,738	$	210,948	$	39,051,686
Net income	—	—		—	—		1,058,590		—		1,058,590		11,193		1,069,783
Other comprehensive income	—	—		—	—		—		66,790		66,790		—		66,790
Distributions paid and payable	—	—		—	—		(2,938,015)		—		(2,938,015)		(12,041)		(2,950,056)
Share issuance, net of costs	—	—		42,182	2,376,144		—		—		2,376,144		—		2,376,144
Contributions by noncontrolling interests	—	—		—	—		—		—		—		488,455		488,455
Reallocation of equity	—	—		—	13,282		—		—		13,282		(13,282)		—
Share-based compensation, net	—	—		282	21,166		—		—		21,166		—		21,166
Balance, December 31, 2025	—	$	—	933,975	$	49,861,660	$	(10,527,984)	$	105,019	$	39,438,695	$	685,273	$	40,123,968

The accompanying notes to consolidated financial statements are an integral part of these statements.

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REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years ended December 31,
	2025		2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1,069,783	$	867,341	$	876,914
Adjustments to net income:
Depreciation and amortization	2,524,200		2,395,644		1,895,177
Amortization of share-based compensation	30,770		57,493		26,227
Non-cash revenue adjustments	(121,989)		(116,017)		(62,029)
Amortization of net discounts (premiums) on mortgages payable	287		30		(12,803)
Amortization of net discounts (premiums) on notes payable	6,782		(3,309)		(60,657)
Amortization of deferred financing costs	29,652		23,939		26,670
Foreign currency and unrealized derivative loss (gain), net	54,947		(19,394)		37,776
Non-cash interest expense (income)	1,646		11,505		(7,189)
Gain on sales of real estate	(177,640)		(117,275)		(25,667)
Equity in earnings of unconsolidated entities	(13,330)		(7,793)		(2,546)
Distributions on common equity from unconsolidated entities	39,860		21,038		5,807
Provisions for impairment	471,335		425,833		87,082
Deferred income taxes	603		3,552		—
Change in assets and liabilities
Accounts receivable and other assets	(115,792)		28,082		(111,286)
Accounts payable, accrued expenses and other liabilities	193,640		2,607		285,293
Net cash provided by operating activities	3,994,754		3,573,276		2,958,769
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in real estate	(4,647,873)		(3,262,437)		(8,053,595)
Improvements to real estate, including leasing costs	(131,800)		(121,411)		(68,692)
Investment in unconsolidated entities	(52,265)		(70,381)		(1,179,306)
Investment in loans and preferred equity	(1,613,276)		(631,650)		(201,621)
Proceeds from sales of real estate	744,014		589,450		117,354
Return of investment from unconsolidated entities	—		—		3,927
Proceeds from note receivable	31,390		57,300		—
Insurance proceeds received	3,487		2,788		27,279
Non-refundable escrow deposits	3,150		(225)		(200)
Net cash acquired in merger	—		93,683		—
Net cash used in investing activities	(5,663,173)		(3,342,883)		(9,354,854)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash distributions to common stockholders	(2,920,895)		(2,691,719)		(2,111,793)
Cash distributions to preferred stockholders	—		(7,763)		—
Borrowings on revolving credit facilities and commercial paper programs	20,280,426		36,887,003		77,338,040
Payments on revolving credit facilities and commercial paper programs	(19,557,427)		(36,528,598)		(79,398,193)
Proceeds from term loan	406,999		—		1,029,383
Principal payment on term loans	(1,139,489)		(250,000)		—
Proceeds from notes payable issued	2,891,750		2,657,925		4,239,745
Principal payment on notes payable	(1,049,997)		(849,999)		—
Principal payments on mortgages payable	(44,634)		(740,505)		(22,015)
Proceeds from common stock offerings, net	2,364,144		1,742,810		5,439,462
Proceeds from dividend reinvestment and stock purchase plan	12,002		11,812		11,519
Redemption of preferred stock	—		(172,510)		—
Distributions to noncontrolling interests	(12,024)		(10,143)		(7,725)
Contributions from noncontrolling interests	488,455		—		—
Net receipts on derivative settlements	—		—		7,853
Debt issuance costs	(88,365)		(60,615)		(81,898)
Other financing activities, net	46,850		(8,856)		(7,022)
Net cash provided by (used in) financing activities	1,677,795		(21,158)		6,437,356
Effect of exchange rate changes on cash and cash equivalents	15,874		(5,904)		24,023
Net increase in cash, cash equivalents and restricted cash	25,250		203,331		65,294
Cash, cash equivalents and restricted cash, beginning of period	495,506		292,175		226,881
Cash, cash equivalents and restricted cash, end of period	$	520,756	$	495,506	$	292,175

For supplemental disclosures, see note 19, Supplemental Disclosures of Cash Flow Information.

The accompanying notes to consolidated financial statements are an integral part of these statements.

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REALTY INCOME CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

1.    Summary of Significant Accounting Policies

Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P 500 company and real estate partner to the world's leading companies®. The Company was founded in 1969 and our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”.

As of December 31, 2025, we owned or held interests in a diversified portfolio of 15,511 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe, with approximately 355.0 million square feet of leasable space.

Information with respect to number of properties, leasable square feet, average initial lease term and initial weighted average cash yield is unaudited.

Basis of Presentation. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Intercompany accounts and transactions are eliminated in consolidation. The U.S. Dollar ("USD") is our reporting currency. Unless otherwise indicated, all dollar amounts are expressed in USD.

For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into USD at the time we consolidate those subsidiaries’ financial statements. Generally, assets and liabilities are translated at the exchange rate in effect at the balance sheet date. The resulting translation adjustments are included in 'Accumulated other comprehensive income' ("AOCI") on our consolidated balance sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income statement accounts are translated using the average exchange rate for the period.

We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in our functional currency. When the debt is remeasured to the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of income and comprehensive income. In the statement of cash flows, cash flows denominated in foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period, depending on the nature of the cash flow items.

Principles of Consolidation. These consolidated financial statements include the accounts of Realty Income and all other entities in which we have a controlling financial interest. We evaluate whether we have a controlling financial interest in an entity in accordance with Accounting Standards Codification ("ASC") 810, Consolidation.

Voting interest entities ("VOEs") are entities considered to have sufficient equity at risk and which the equity holders have the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have a controlling financial interest, which we typically have through holding of a majority of the entity’s voting equity interests.

Variable interest entities ("VIEs") are entities that lack sufficient equity at risk or where the equity holders either do not have the obligation to absorb losses, do not have the right to receive residual returns, do not have the right to make decisions about the entity’s activities, or some combination of the above. A controlling financial interest in a VIE is present when an entity has a variable interest, or a combination of variable interests, that provides the entity with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. An entity that meets both conditions above is deemed the primary beneficiary and consolidates the VIE. We reassess our initial evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances.

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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"). As of December 31, 2025, we are considered the primary beneficiary of the Fund, Realty Income, L.P. and certain investments, including investments in joint ventures. Below is a summary of selected financial data of such consolidated VIEs, included on our consolidated balance sheets as of December 31, 2025 and 2024 (in thousands):

	December 31, 2025		December 31, 2024
Net real estate	$	4,831,968	$	2,882,135
Total assets	$	5,579,888	$	3,461,843
Total liabilities	$	422,092	$	131,096

The portion of a consolidated entity not owned by us is recorded as a noncontrolling interest. Noncontrolling interests are reflected on our consolidated balance sheets as a component of equity. Noncontrolling interests that were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of the date of the transaction. For further details, see note 12, Noncontrolling Interests.

Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Income per Common Share. Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted net income per common share is computed by dividing net income available to common stockholders, plus income attributable to dilutive shares and convertible common units for the period, by the weighted average number of common shares that would have been outstanding assuming the issuance of common shares for all dilutive common shares outstanding during the reporting period. For more detail, see note 18, Net Income per Common Share.

Cash Equivalents and Restricted Cash. We consider all short-term, highly liquid investments that are readily convertible to cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Restricted cash includes cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), impounds related to mortgages payable and cash that is not immediately available to Realty Income (i.e. escrow deposits for future acquisitions).

Cash accounts maintained on behalf of Realty Income in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, Realty Income has not experienced any losses in such accounts.

Income Taxes. We have elected to be taxed as a real estate investment trust ("REIT"), under the Code, as amended. We believe we have qualified and continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income. Assuming our dividends equal or exceed our taxable net income in the U.S., we generally will not be required to pay U.S. income taxes on such income. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements, except for federal income taxes of our taxable REIT subsidiaries ("TRS"). A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. Our use of TRS entities enables us to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. We are liable for taxes in our applicable international territories and have made the appropriate provisions in those territories. Therefore, the income taxes recorded in our consolidated statements of income and comprehensive income represent amounts for U.S. income taxes on our TRS entities, city and state income and franchise taxes, as well as income taxes for the applicable international territories.

We recognize deferred income tax in our taxable subsidiaries, including certain international jurisdictions. Deferred income tax assets and liabilities are generally the result of temporary differences between book and tax accounting, such as timing differences caused by different useful lives used for depreciation. We provide for a valuation allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be realized.

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Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes primarily due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.

We regularly analyze our various international, federal and state filing positions and only recognize the income tax effect in our financial statements when certain criteria regarding uncertain income tax positions have been met. We believe that our income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain tax positions have been recorded on our consolidated financial statements.

Lease Revenue Recognition and Accounts Receivable. The majority of our leases are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Any rental revenue contingent upon our client’s sales, or percentage rent, is recognized only after our client exceeds their sales breakpoint. Rental increases based upon changes in the consumer price indices are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements. 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. Contractually obligated rental revenue from our clients for recoverable real estate taxes and operating expenses are included in contractually obligated reimbursements by our clients, a component of rental revenue, in the period when such costs are incurred. Taxes and operating expenses paid directly by our clients are recorded on a net basis.

Other revenue includes certain property-related revenue not included in rental revenue and interest income recognized on financing receivables for certain leases with above-market terms.

We assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under ASC 842, Leases. We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends and other facts and circumstances related to the applicable clients. If we conclude the collection of substantially all of lease payments under a lease is less than probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental revenue, and no further operating lease receivables are recorded for that lease until such future determination is made that substantially all lease payments under that lease are now considered probable. If we subsequently conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease receivables previously written off is recognized.

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.

Loans Receivable. Our acquired loans are classified as held for investment and are carried at their amortized cost basis. We recognize interest income on loans receivable using a method that approximates the effective-interest method. Direct costs associated with originating loans, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the loan using the effective interest method. When management identifies the full recovery of the contractually specified payments of principal and interest of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status. We made the accounting policy election to record accrued interest on our loan portfolio separate from our loan receivable and other lending investments. These loans and the related interest receivable are presented in 'Other assets, net' on our consolidated balance sheets.

Financing Receivables. For properties we acquire that qualify as sale-leaseback transactions and for which the purchase price is in excess of the fair value of the real estate acquired, the difference is accounted for as financing receivables, presented within 'Other assets, net' on our consolidated balance sheets. Rent payments are allocated between rental income and the financing receivable. Interest income on the financing receivable is recognized using the interest rate implicit in the leaseback and presented within 'Other' revenue in our consolidated statements of income and comprehensive income.

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Allowance for Credit Losses. The allowance for credit losses, which is recorded as a reduction to loans receivable and financing receivable within 'Other assets, net' on our consolidated balance sheets, is using a probability of default method based on our clients respective credit ratings, our historical experience, and the expected value of the underlying collateral upon its repossession. If we determine a financing receivable no longer shares risk characteristics with other financing receivables in the pool, we evaluate the financing receivable for expected credit losses on an individual basis. Included in our model are factors that incorporate forward-looking information. Changes in our allowance for credit losses are presented in 'Provisions for impairment' in our consolidated statements of income and comprehensive income. For further details, see note 7, Investments in Loans and Financing Receivables.

Merger, Transaction, and Other Costs, Net. Merger, transaction, and other costs, net include (i) merger-related transaction costs, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to a merger, (ii) organization costs for potential strategic ventures and business lines, (iii) placement fees incurred in fundraising of the Fund, (iv) corporate facilities lease termination costs, and (v) other costs that do not align with the ongoing operations of our business. 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. During the year ended December 31, 2024, we incurred $96.3 million of merger, transaction, and other costs, net consisting of $86.7 million of transaction and integration-related costs related to our merger (the "Merger") with Spirit Realty Capital, Inc. ("Spirit") (see note 2), $5.1 million related to the lease termination of a legacy corporate facility, and $4.5 million related to the establishment of the Fund.

Gain on Sales of Real Estate. When real estate is sold, the carrying amount of the applicable assets is derecognized with a corresponding gain from the sale recognized in our consolidated statements of income and comprehensive income. We record a gain on sale of real estate pursuant to provisions under ASC 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets. We determine whether we would have a controlling financial interest in the property after the sale. We record a gain from the sale of real estate provided that various criteria, relating to the terms of the sale and any subsequent involvement by us with the real estate, have been met.

Allocation of the Purchase Price of Real Estate Acquisitions. We evaluate whether or not substantially all of the fair value of acquired assets is concentrated in a single identifiable asset or group of identifiable assets to determine whether a transaction is accounted for as an asset acquisition or a business combination. As the fair value of most of our real estate acquisitions is concentrated in either a single identifiable asset or a group of similar identifiable assets, our real estate transactions are generally accounted for as asset acquisitions, and the transaction costs associated with those acquisitions are capitalized to the basis of the acquired properties. Any difference between the total cost and estimated fair value of an asset acquisition is allocated to the real estate properties (i.e., land and buildings/improvements) and related lease intangibles (i.e., in-place lease and any related off-market terms) on a relative fair value basis. All other assets acquired and liabilities assumed are recorded at fair value.

For business combinations, on the other hand, we expense the transaction costs and categorize them as 'Merger, transaction, and other costs, net' in our consolidated statements of income and comprehensive income. All assets acquired and liabilities assumed in a business combination are recorded at fair value. The amount of any purchase consideration that exceeds the fair value of all identified assets acquired and liabilities assumed is recognized as goodwill. To the extent that the purchase price is less than the fair value, however, a gain on bargain purchase is recognized. As permitted under ASC 805, Business Combinations, we may record measurement period adjustments within one year of the acquisition date.

Whether a transaction is accounted for as an asset acquisition or business combination, the measurement of fair value is based on management's judgment and various factors, including market land and building values, market rental rates, discount rates, and capitalization rates. Our methodology for measuring and allocating the fair value of real estate acquisitions includes both observable market data (categorized as level 2 on the three-level valuation hierarchy of ASC 820, Fair Value Measurement), and unobservable inputs that reflect our own internal assumptions (categorized as level 3 under ASC 820). Given the significance of the unobservable inputs, we believe the allocations of fair value of real estate acquisitions should be categorized as level 3 under ASC 820. From time to time, we have used, and may continue to use, the assistance of independent third parties specializing in real estate valuations to prepare our purchase price allocations.

The allocation of tangible assets (which includes land and buildings/improvements) of an acquired property with an in-place lease is based upon fair value. Land is typically valued utilizing the sales comparison (or market) approach.

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Buildings and improvements are typically valued under the replacement cost approach. Operating properties may be valued using the direct capitalization method, a type of income approach where a capitalization rate is applied to the stabilized estimated net operating income of a property. The determined fair value of each property is then allocated to land, building, and improvements at a property level. In allocating the fair value to identified intangibles for above-market or below-market leases, an amount is recorded based on the present value of the difference between (i) the contractual amount to be paid pursuant to the in-place lease and (ii) our estimate of fair market lease rate for the corresponding in-place lease, measured over the remaining assumed contract term of the lease. The value of in-place leases is determined by our estimated costs related to acquiring a client and the carrying costs that would be incurred over the vacancy period to locate a client if the property were vacant, considering market conditions and costs to execute similar leases at the time of acquisition.

The values of the above-market and below-market leases are amortized over the term of the respective leases, including any bargain renewal options, as an adjustment to rental revenue in our consolidated statements of income and comprehensive income. The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to depreciation and amortization expense over the remaining periods of the respective leases. If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are recorded to revenue or expense as appropriate.

Real Estate and Lease Intangibles Held for Sale. We generally reclassify assets to held for sale when the disposition has been approved, there are no known contingencies relating to the sale and the consummation of the disposition is considered probable within one year. Upon classifying a real estate investment as held for sale, we will no longer recognize depreciation expense related to the depreciable assets of the property. Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets. Sixty-four properties were classified as held for sale as of December 31, 2025.

If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify the property as held for investment. We measure and record a property that is reclassified as held for investment at the lower of (i) its carrying value before the property was classified as held for sale, adjusted for any depreciation expense that would have been recognized had the property been continuously classified as held for investment or (ii) the estimated fair value at the date of the subsequent decision not to sell.

Investment in Unconsolidated Entities. Investments in unconsolidated entities of which we are not considered the primary beneficiary, include VIEs and are accounted for using the equity method as we have the ability to exercise significant influence over operating and financing policies of these investments. We initially recognize the fair value of our contribution as an equity method investment. We subsequently adjust these balances for our proportionate share of net earnings/losses of the entities, distributions received, and contributions made. Transaction costs related to the formation of equity method investments are also capitalized, resulting in a basis difference. This basis difference is amortized over the estimated useful life of the respective underlying assets and/or liabilities. The carrying value of our investment is included in 'Investment in unconsolidated entities' on our consolidated balance sheets. We record our proportionate share of net income from the unconsolidated entities in 'Equity in earnings of unconsolidated entities' in our consolidated statements of income and comprehensive income. With regard to distributions from unconsolidated entities, we have elected the nature of distribution approach as the information is available to us to determine the nature of the underlying activity that generated the distributions. In accordance with such approach, cash flows generated from the operations of an unconsolidated entity are classified as a return on investment (cash inflow from operating activities) and cash flows that are generated from other activities, such as property sales, debt refinancing or sale and redemptions of our investments are classified as a return of investment (cash inflow from investing activities). Our contribution to the unconsolidated entities or any distributions from them as returns of investment are classified as investing activities.

Our investment in unconsolidated entities includes preferred interests. Upon acquisition, we assess whether such investment should be considered debt or equity securities based on investment terms. As of December 31, 2025, our investment balance includes preferred interests classified as equity securities without a readily determinable fair value, for which we elect to apply the measurement alternative and record the value of the investment at cost, less any applicable impairment.

Goodwill. Upon the closing of a business combination, after identifying all tangible and intangible assets and liabilities, the excess consideration paid over the fair value of the assets and liabilities acquired and assumed, respectively, represents goodwill. In connection with the Merger, we recorded goodwill as a result of consideration exceeding the net assets acquired. For further details, see note 2, Merger with Spirit Realty Capital, Inc.

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Deferred Financing Costs. Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining or originating financing. Deferred financing costs, other than those associated with the line of credit, are presented on our consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability. Deferred financing costs related to the line of credit are included in 'Other assets, net' in the accompanying consolidated balance sheets. These costs are amortized to interest expense over the terms of the respective financing agreements that approximates the effective interest method.

Depreciation and Amortization. Land, buildings and improvements are recorded and stated at cost. Major replacements and betterments, which improve or extend the life of the asset, are capitalized and depreciated over their estimated useful lives, while ordinary repairs and maintenance are expensed as incurred. Buildings and improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets. Additionally, amounts essential to the development of the property, such as pre-construction, development, construction, interest and other costs incurred during the period of development are capitalized. We cease capitalization when the property is available for occupancy upon substantial completion of property improvements to accommodate the client's use, but in any event no later than one year from the completion of major construction activity.

Properties are depreciated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

Buildings	25 to 35 years
Building improvements	4 to 35 years
Equipment	5 to 25 years
Lease commissions and property improvements to accommodate the client's use	The shorter of the term of the related lease or useful life
Acquired in-place leases	Remaining terms of the respective leases

Provisions for Impairment - Real Estate Assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If estimated future operating cash flows (undiscounted and without interest charges) plus estimated disposition proceeds (undiscounted) are less than the current book value of the property, a fair value analysis is performed and, to the extent the estimated fair value is less than the current book value, a provision for impairment is recorded to reduce the book value to estimated fair value. Key assumptions that we utilize in this analysis include projected rental rates, estimated holding periods, capital expenditures and property sales capitalization rates. For further details, see note 13, Fair Value Measurements.

Provisions for Impairment - Goodwill. Goodwill is not amortized, but is subject to impairment reviews annually, or more frequently if necessary. Goodwill is qualitatively assessed to determine whether a quantitative impairment assessment is necessary. Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value. If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized, and the asset is written down to its estimated fair value. We perform our annual goodwill impairment assessment as of June 30. During the years ended December 31, 2025, 2024, and 2023, there were no impairments of goodwill.

Provisions for Impairment - Investment in Unconsolidated Entities. During our ownership of properties that are accounted for under the equity method and considered unconsolidated entities, and when circumstances indicate that a decrease in the value of an equity method investment has occurred that is other than temporary, we recognize an impairment loss, which requires significant judgment. To determine whether the impairment loss is other-than-temporary, we consider whether we have the ability and intent to hold the investment until the carrying value is fully recovered. We evaluate the impairment of our investment in unconsolidated entities in accordance with accounting standards for equity investments by first reviewing each investment for indicators of impairment. If indicators are present, we estimate the fair value of the investments. If the carrying value of the investment is greater than the estimated fair value, we make an assessment of whether the impairment is temporary or other-than-temporary. In making this assessment, we consider the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the entity, and our intent and ability to retain the interest long enough for a recovery in market value. The investment is then reduced to its estimated fair value if conclusions indicate the impairment is other than temporary.

Equity Offering Costs. Underwriting commissions and offering costs have been reflected as a reduction of additional paid-in-capital on our consolidated balance sheets.

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Derivative and Hedging Activities. Derivatives are financial arrangements among two or more parties with returns linked to or “derived” from an underlying equity, debt, commodity, other asset, liability, interest rate, foreign exchange rate or another index, or the occurrence or nonoccurrence of a specified event. The settlement of a derivative is determined by its underlying notional amount specified in the contract. Derivative contracts may be entered into outright or embedded within a non-derivative host contract, and may be listed, traded on exchanges or privately negotiated directly between two parties.

We actively manage interest rate and foreign currency exposures arising from our liquidity and funding activities using derivative instruments. We record all derivatives on the balance sheet at fair value. The majority of inputs used to value our derivatives fall within level 2 of the fair value hierarchy. 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.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the nature of expenses included in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted. We are currently evaluating the impact on our financial statement disclosures.

2.    Merger with Spirit Realty Capital, Inc.

On January 23, 2024, we completed our previously announced merger with Spirit. 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 for the year ended December 31, 2024.

The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value. The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data):

Shares of Spirit common stock exchanged (1)	142,136,567
Exchange Ratio	0.762
Shares of Realty Income common stock issued	108,308,064
Opening price of Realty Income common stock on January 23, 2024	$	55.80
Fair value of Realty Income common stock issued to the former holders of Spirit common stock	$	6,043,590
Shares of Realty Income Series A Preferred Stock issued in exchange for Spirit Series A Preferred Stock (2)	6,900,000
Opening price of Realty Income Series A Preferred Stock on January 23, 2024	$	24.26
Fair value of Realty Income Series A Preferred Stock issued to the former holders of Spirit Series A Preferred Stock	$	167,394
Cash paid for fractional shares	$	51
Less: Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (3)	$	(24,751)
Consideration transferred	$	6,186,284

(1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the effective time of the Merger (the “Effective Time”) at an Exchange Ratio of 0.762 per share of Spirit common stock. The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (3) below.

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(2) In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding.

(3) Represents the fair value of fully vested Spirit restricted stock and performance share awards that were accelerated and converted into Realty Income common stock at the Effective Time, reflecting the value attributable to post-combination services. Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the date of the Merger. The fair value attributable to pre-combination services was $41.7 million and is included in the consideration transferred above.

A.    Merger-related Transaction Costs In conjunction with the Merger, during the year ended December 31, 2024, we incurred $86.7 million of merger-related transaction costs primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger. 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.

B.    Unaudited Pro Forma Financial Information

The following unaudited pro forma information presents a summary of our combined results of operations for the year ended December 31, 2024, as if the Merger had occurred on January 1, 2023 (in millions, except per share data). The pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

	Year ended
	December 31, 2024
Total revenues	$	5,319.1
Net income	$	945.9
Basic and diluted earnings per share	$	1.10

Our consolidated results of operations for the year ended December 31, 2024 include $762.7 million of revenues and $103.1 million of net income, respectively, associated with the results of operations of Spirit from the closing of the Merger on January 23, 2024 to December 31, 2024.

3.    Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands):

A.	Accounts receivable, net, consist of the following at:	December 31, 2025		December 31, 2024
	Straight-line rent receivables, net	$	880,341	$	694,844
	Client receivables, net	173,146		182,824
		$	1,053,487	$	877,668		B.	Lease intangible assets, net, consist of the following at:	December 31, 2025		December 31, 2024
---	---	---	---	---	---
	In-place leases	$	7,627,840	$	7,347,301
	Above-market leases	2,251,857		2,203,420
	Accumulated amortization of in-place leases	(3,220,426)		(2,487,302)
	Accumulated amortization of above-market leases	(944,198)		(742,338)
	Other items	2,168		1,911
		$	5,717,241	$	6,322,992

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C.	Other assets, net, consist of the following at:	December 31, 2025		December 31, 2024
	Loans receivable, net	$	1,682,117	$	828,500
	Financing receivables, net	1,574,574		1,609,044
	Right of use asset - financing leases, net	827,644		653,353
	Investment in preferred equity	800,472		—
	Right of use asset - operating leases, net	592,319		619,350
	Restricted escrow deposits	83,200		36,326
	Prepaid expenses	76,207		63,499
	Value-added tax receivable	75,005		48,075
	Interest receivable	33,805		16,071
	Revolving credit facilities origination costs, net	25,246		7,331
	Corporate assets, net	15,159		12,763
	Derivative assets and receivables - at fair value	8,018		47,165
	Investment in sales type lease	6,206		6,138
	Non-refundable escrow deposits	3,150		225
	Impounds related to mortgages payable	2,714		14,218
	Other items	89,864		56,510
		$	5,895,700	$	4,018,568		D.	Accounts payable and accrued expenses consist of the following at:	December 31, 2025		December 31, 2024
---	---	---	---	---	---
	Notes payable - interest payable	$	303,557	$	261,605
	Derivative liabilities and payables - at fair value	205,695		81,524
	Accrued income taxes	120,228		84,884
	Property taxes payable	92,246		92,440
	Value-added tax payable	76,009		26,829
	Accrued property expenses	69,258		61,118
	Accrued costs on properties under development	36,064		59,602
	Mortgages, term loans, and credit line - interest payable	2,699		4,584
	Other items	155,213		86,830
		$	1,060,969	$	759,416		E.	Lease intangible liabilities, net, consist of the following at:	December 31, 2025		December 31, 2024
---	---	---	---	---	---
	Below-market leases	$	2,135,262	$	2,119,200
	Accumulated amortization of below-market leases	(641,304)		(483,430)
		$	1,493,958	$	1,635,770		F.	Other liabilities consist of the following at:	December 31, 2025		December 31, 2024
---	---	---	---	---	---
	Rent received in advance and other deferred revenue	$	460,968	$	352,334
	Lease liability - operating leases	429,675		452,956
	Lease liability - financing leases	121,434		77,190
	Security deposits	39,036		35,594
	Other items	15,696		5,054
		$	1,066,809	$	923,128

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4.    Investments in Real Estate

A.    Acquisitions of Real Estate

Below is a summary of our acquisitions for the year ended December 31, 2025 (unaudited):

	Number of<br>Properties	Investment( in millions)		Weighted Average<br>Lease Term<br>(Years)
Acquisitions
U.S. real estate	180			13.7
Europe real estate	88	2,911.8		8.7
Total real estate acquisitions	268			10.1
Initial weighted average cash yield (1)		7.0	%
Real estate properties under development
U.S. real estate	91			16.6
Europe real estate	18	199.7		12.5
Total real estate properties under development	109			14.9
Initial weighted average cash yield (1)		7.4	%
Total (2)	377			10.7
Initial weighted average cash yield (1)		7.0	%

All values are in US Dollars.

(1)The initial weighted average cash yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $6.5 million received as settlement credits as reimbursement of free rent period for the year ended December 31, 2025.

In the case of a property under development or expansion, the contractual lease rate is generally fixed such that rent varies based on the actual total investment in order to provide a fixed rate of return. When the lease does not provide for a fixed rate of return on a property under development or expansion, the initial weighted average cash yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.

(2)Our clients occupying the new properties are 70.4% retail, 29.1% industrial, and 0.5% other property types based on net operating income. Approximately 40% of the net operating income generated from acquisitions during the year ended December 31, 2025 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition.

The aggregate purchase price, including properties acquired through takeout financing and reported in properties under development in the table above, was allocated as follows (in millions):

	Acquisitions -	Acquisitions - Sterling		Acquisitions - <br>Euro
Land		£	345.5	€	243.2
Buildings and improvements	1,001.8	568.4		956.9
Lease intangible assets (1)	196.5	147.6		74.3
Other assets (2)	48.5	92.8		7.7
Lease intangible liabilities (3)	(29.5)	(14.8)		(15.4)
Other liabilities (4)	(40.5)	(5.1)		(15.3)
Total		£	1,134.4	€	1,251.4

All values are in US Dollars.

(1)The weighted average amortization period for acquired lease intangible assets is 9.9 years.

(2)USD-denominated other assets consists of $33.7 million of right-of-use assets accounted for as finance leases and $14.8 million of financing receivables allocated to sales-leaseback transactions. Sterling-denominated other assets consists of £89.4 million of right-of-use assets accounted for as finance leases and £3.4 million of financing receivables allocated to sales-leaseback transactions. Euro-denominated other assets consists entirely of €7.7 million of right-of-use assets under long-term ground leases.

(3)The weighted average amortization period for acquired lease intangible liabilities is 13.3 years.

(4)USD-denominated other liabilities consists entirely of $40.5 million of lease liabilities under financing leases. Sterling-denominated other liabilities consists primarily of £2.2 million of lease liabilities under financing leases and £2.0 million of other liabilities. Euro-denominated other liabilities consists primarily of €15.0 million of deferred rent on certain below-market leases.

The properties acquired during the year ended December 31, 2025 generated total revenue and net income of $145.1 million and $41.3 million, respectively.

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B.    Investments in Existing Properties

During the year ended December 31, 2025, we capitalized costs of $142.7 million on existing properties in our portfolio, consisting of $132.9 million for building improvements, $9.5 million for re-leasing costs, and $0.3 million for recurring capital expenditures. In comparison, during the year ended December 31, 2024, we capitalized costs of $122.9 million on existing properties in our portfolio, consisting of $113.9 million for building improvements, $8.6 million for re-leasing costs, and $0.4 million for recurring capital expenditures.

C.    Properties with Existing Leases

The value of the in-place and above-market leases is recorded to 'Lease intangible assets, net' on our consolidated balance sheets, and the value of the below-market leases is recorded to 'Lease intangible liabilities, net' on our consolidated balance sheets.

The values of the in-place leases are amortized as depreciation and amortization expense. The amounts amortized to expense for all of our in-place leases for the years ended December 31, 2025, 2024, and 2023 were $885.7 million, $870.2 million, and $651.1 million, respectively.

The values of the above-market and below-market leases are amortized over the term of the respective leases, including any bargain renewal options, as an adjustment to rental revenue in our consolidated statements of income and comprehensive income. The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the years ended December 31, 2025, 2024, and 2023 were $19.0 million, $34.7 million, and $61.5 million, respectively.

The following table presents the estimated impact during the next five years and thereafter related to the amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease intangibles as of December 31, 2025 (in thousands):

	Net increase<br><br>(decrease) to<br><br>rental revenue		Increase to<br><br>amortization<br><br>expense
2026	$	(40,971)	$	749,582
2027	(39,956)		636,037
2028	(30,879)		538,737
2029	(26,966)		462,262
2030	(15,094)		388,597
Thereafter	340,165		1,632,199
Total	$	186,299	$	4,407,414

D.    Gain on Sales of Real Estate

The following table summarizes our properties sold during the periods indicated below (dollars in millions):

	Years ended December 31,
		2025		2024		2023
Number of properties		425		294		121
Net sales proceeds		$	744.0	$	589.5	$	117.4
Gain on sales of real estate		$	177.6	$	117.3	$	25.7

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5.    Investments in Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities for the periods indicated below (dollars in thousands):

	Ownership %	Number of Properties		Carrying Amount (1) of Investment as of				Equity in earnings of unconsolidated entities
			Years ended December 31,
	As of December 31, 2025			December 31, 2025		December 31, 2024		2025		2024		2023
Data Center Joint Venture	80.0%	2		$	293,073	$	299,165	$	11,310	$	6,940	$	—
Bellagio Las Vegas Joint Venture - Common Equity Interest	21.9%	1		253,625		274,057		2,026		(980)		2,139
Bellagio Las Vegas Joint Venture - Preferred Equity Interest	n/a	n/a		650,000		650,000		—		—		—
Passport Park Joint Venture	95.0%	3		59,758		6,477		(6)		—		—
Industrial Partnerships	n/a	n/a		—		—		—		1,833		407
Total investment in unconsolidated entities				$	1,256,456	$	1,229,699	$	13,330	$	7,793	$	2,546

(1)As of December 31, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $8.6 million. This basis difference is primarily due to the capitalized interest related to the data center and passport park development joint ventures.

A.    Data Center Joint Venture

We own an 80.0% equity interest in a joint venture that we formed with Digital Realty Trust, Inc. in November 2023. As we do not control this VOE, we account for our investment under the equity method. This joint venture is expanding the capacity of its two data centers for the existing client, and our pro-rata share of the remaining estimated costs for this second phase of the development was $216.8 million as of December 31, 2025.

B.    Bellagio Las Vegas Joint Venture Interests

The joint venture we formed with Blackstone Real Estate Income Trust ("Blackstone") owns a 95.0% equity interest in the real estate of The Bellagio Las Vegas. We made an initial investment in October 2023, including $301.4 million of common equity for an indirect interest of 21.9% in the property and a $650.0 million preferred equity interest. During the years ended December 31, 2025, 2024, and 2023, we recognized interest income of $52.7 million, $52.8 million, and $13.0 million, respectively, for 8.1% preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income. The unconsolidated entity had total debt outstanding of $3.0 billion as of December 31, 2025, all of which was non-recourse to us with limited customary exceptions.

We have determined that this joint venture is a VIE, and we are not the primary beneficiary as we do not have power to direct activities that most significantly impact the joint venture's economic performance. As a holder of preferred interests, we do not receive any additional voting rights, nor do we have conversion and redemption rights. Our maximum exposure to loss associated with this VIE is limited to our common and preferred equity investments.

C.    Passport Park Joint Venture

In November 2024, we established a joint venture with Trammell Crow Company ("TCC") to develop and operate three industrial facilities in Irving, Texas. As of December 31, 2025, we held a 95.0% common equity interest in the joint venture with $39.4 million in preferred equity. We have committed to investing an additional $105.5 million for development of the three industrial facilities. We have determined that we are not the primary beneficiary of this VIE because significant activities affecting economic performance are shared. TCC is the managing member, and we do not have substantive kick-out rights. We will continuously evaluate whether we are the primary beneficiary as power to direct significant activities can change during the joint venture's life. Our maximum loss exposure is limited to our common and preferred equity investments and committed funding.

D.    Industrial Partnerships

All seven assets held by our industrial partnerships were sold during the year ended December 31, 2022. During the years ended December 31, 2024 and 2023, equity in earnings was primarily related to the resolution of income tax disputes and resulting distribution of cash the partnership had reserved for possible tax payments.

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6.    Investment in Preferred Equity

During the three months ended December 31, 2025, we acquired an $800.0 million noncontrolling, perpetual preferred equity interest in the real estate assets of CityCenter Las Vegas. The underlying partnership that owns the real estate assets is a VIE. Blackstone retained 100% of the common equity ownership of the partnership, and MGM Resorts International continues to operate the properties. We are not the primary beneficiary of the VIE because we do not have the power to direct the activities that most significantly impact the VIE's economic performance. Accordingly, the partnership is not consolidated. Our involvement with the VIE is limited to our investment in preferred equity, which is presented within 'Other assets, net' on our consolidated balance sheets. Our maximum exposure to loss is limited to the carrying value of the investment, as we do not provide financial support to the VIE beyond our contractual investment. As of December 31, 2025, the 'Investment in preferred equity' balance was $800.5 million, including $0.5 million of direct transaction costs.

The preferred equity provides for a cumulative preferred return at an initial rate of 7.4%, payable monthly in arrears. The preferred return is subject to scheduled rate increases starting on the fifth anniversary of closing. Blackstone may cause the partnership to redeem all or a portion of the preferred equity investment, and we may require redemption upon the occurrence of specified events. Early redemptions are subject to early redemption fees based on the timing and circumstances of the redemption, equal to 3.0% if redeemed prior to the first anniversary of closing, 2.0% if redeemed after the first anniversary and prior to the fourth anniversary, and no premium thereafter. Upon redemption, if we have not received an 8.325% unlevered internal rate of return on the redeemed amount, we will receive a make-whole payment to ensure that such return is achieved.

Preferred return income is determined by applying the contractual rate to the outstanding preferred equity balance, including any accrued but unpaid cumulative preferred return, which increases the carrying value of the investment. During the year ended December 31, 2025, we recognized $3.7 million of preferred return income related to the investment, which is included within 'Other revenue' in our consolidated statements of income and comprehensive income.

7. Investments in Loans and Financing Receivables

A.    Loans

The following table presents information about our loans as of December 31, 2025 and 2024 (dollars in millions):

			December 31, 2025
Loan Type	Maturity	Interest <br>Rates	Principal		Amortized Cost		Allowance		Carrying Amount (2)
Senior Secured Notes Receivable	October 2029 - July 2031	8.00% - SONIA(1) +6.03%	$	1,250.4	$	1,241.3	$	(27.2)	$	1,214.1
Mortgage Loans	June 2028 - September 2038	7.50% - 8.50%	256.2		256.4		(0.2)		256.2
Unsecured and Other Loans	December 2026 - December 2028	10.25% - 11.00%	214.7		214.9		(3.1)		211.8
Total			$	1,721.3	$	1,712.6	$	(30.5)	$	1,682.1
			December 31, 2024
Loan Type	Maturity	Interest <br>Rates	Principal		Amortized Cost		Allowance		Carrying Amount (2)
Senior Secured Notes Receivable	October 2029 - November 2030	8.125% - SONIA+5.75%	$	803.7	$	797.2	$	(11.4)	$	785.8
Mortgage Loan	September 2038	8.37%	33.5		33.5		—		33.5
Unsecured Loan	December 2026	11.00%	11.0		10.1		(0.9)		9.2
Total			$	848.2	$	840.8	$	(12.3)	$	828.5

(1) Sterling Overnight Indexed Average (“SONIA”)

(2) As of December 31, 2025 and 2024, the total carrying amount of the investment in loans excluded accrued interest of $27.8 million and $13.8 million, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets.

2025 Activity

In July 2025, we acquired EUR-denominated senior secured notes at par value with a principal amount of €100.0 million. The interest-only notes mature in July 2031 and bear interest at a fixed rate of 8.00%.

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In July 2025, we acquired GBP-denominated senior secured notes with a principal amount of £200.0 million. The interest-only notes mature in November 2030 and bear interest at SONIA plus a margin ranging from 4.50% to 5.25%, based on the borrower's leverage ratio, and a credit adjustment spread of 0.11%. As of December 31, 2025, the all-in margin was determined to be 5.36%. We paid £197.0 million for the notes and accounted for the discount at amortized cost.

In June 2025, we invested £121.5 million in a mortgage loan secured by an office property in London which provides for additional funding commitments of £20.5 million. The interest-only loan bears a fixed interest rate of 7.50% and matures in June 2030. As of December 31, 2025, the remaining additional funding commitments were £17.8 million.

In June 2025, we invested £40.3 million in a mortgage loan secured by a logistics property in the U.K. which provides for additional funding commitments of £8.5 million. The interest-only loan bears a fixed interest rate of 7.50% and matures in June 2028, with one 12-month extension option available. As of December 31, 2025, the remaining additional funding commitments were £7.5 million.

In February 2025, we invested in a $200.0 million loan, maturing in December 2028 with two 12-month extension options. This interest-only loan bears interest at either a cash rate of 10.25% or a payment-in-kind rate of 10.75%. We paid $199.8 million for this loan and incurred $1.1 million in origination costs.

2024 Activity

In December 2024, we acquired a senior secured note with a principal amount of £200.0 million. The interest-only note matures in November 2030 and bears interest at SONIA plus all-in rate of 5.36%. The Company paid £199.0 million for the note and accounted for the discount at amortized cost.

In September 2024, our interest in a loan with a carrying amount of $5.3 million, which was acquired in conjunction with the Merger, was transferred to a third-party buyer. As a result of this transfer, we recorded a loss of $1.5 million, presented in 'Other income, net' in our consolidated statements of income and comprehensive income.

In May 2024, we acquired a senior secured note, maturing in May 2030, with a principal amount of £300.0 million. The interest-only note bears interest at a fixed rate of 8.125% and is callable at par beginning in May 2026.

In April 2024, a $33.0 million secured loan to an operator of Emagine Theaters, assumed in the Spirit merger, was repaid in full.

In January 2024, in conjunction with the Merger, we acquired an 11.0% fixed-rate, unsecured loan with a principal amount of $11.0 million. This interest-only loan was recorded at its acquisition-date fair value of $9.8 million and matures in December 2026.

2023 Activity

In November 2023, we acquired a senior secured note with a principal amount of £142.0 million. The interest-only note matures in October 2029 and bears interest that has been adjusted to SONIA plus 5.75% and a credit adjustment spread of 0.28% as of December 31, 2025. The Company paid £136.7 million for the note and accounted for the discount at amortized cost.

In October 2023, we issued a $33.5 million mortgage loan which is collateralized by nine automotive service properties located across seven different states. The interest-only loan bears interest at 8.37% subject to annual increases and matures in October 2038.

B.    Financing Receivables

The following table presents information about our investments in sale-leaseback transactions accounted for as financing receivables in accordance with ASC 842, Leases, as of December 31, 2025 and 2024 (dollars in millions):

		Carrying Value as of
	Maturity	December 31, 2025		December 31, 2024
Financing receivables, net	2026 - 2050	$	1,574.6	$	1,609.0
Total		$	1,574.6	$	1,609.0

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C.    Allowance for Credit Losses

The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable through December 31, 2025 (in millions):

	Loans Receivable		Financing Receivable		Total
Allowance for credit losses as of December 31, 2023	$	2.5	$	2.4	$	4.9
Provisions for credit losses (1)	10.0		96.8		106.8
Initial allowance for PCD assets (2)	1.8		—		1.8
Write-offs (2)	(1.8)		—		(1.8)
Foreign currency remeasurement	(0.2)		—		(0.2)
Allowance for credit losses as of December 31, 2024	$	12.3	$	99.2	$	111.5
Provisions for credit losses (1)	17.3		19.5		36.8
Write-offs (3)	—		(40.4)		(40.4)
Foreign currency remeasurement	0.9		0.1		1.0
Allowance for credit losses as of December 31, 2025	$	30.5	$	78.4	$	108.9

(1) Provisions for credit losses on loans receivable during the year ended December 31, 2024 and 2025 were primarily attributable to initial expected credit losses on loans acquired during the respective years. The increase in credit losses on financing receivables during those years were primarily attributable to deterioration in the creditworthiness of certain clients.

(2) Relates to an initial expected credit loss of $1.8 million for a purchased credit deteriorated loan we acquired in conjunction with the Merger and subsequently sold in September 2024.

(3) Write-offs during the year ended December 31, 2025 were related to lease amendments made to facilitate two clients' reorganization plans.

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8.    Credit Facilities and Commercial Paper Programs

A.    RI 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 include (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”). The RI Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option.

The RI Credit Facilities allow us to borrow (a) under the two-year revolving credit facility (i) in up to four currencies (including USD) under a $1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $500.0 million tranche thereunder, and (b) under the four-year revolving credit facility (i) in up to four currencies (including USD) under a $1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $500.0 million tranche thereunder. The aggregate capacity of the RI Credit Facilities can be increased to up to $5.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments.

Under the RI Credit Facilities, our investment grade credit ratings as of December 31, 2025 provide for (i) USD borrowings at the Secured Overnight Financing Rate (“SOFR”) plus 0.725% and (ii) British Pound Sterling ("GBP") borrowings at the SONIA plus 0.725%, and (iii) EURO ("EUR") borrowings at EURIBOR plus 0.725%. A revolving credit facility commitment fee of 0.125% is payable on the total commitment amount. The credit agreement also provides flexibility to elect different interest rate tenors or daily rate options for each currency tranche.

As of December 31, 2025, we had a borrowing capacity of $2.7 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $1.3 billion, including £597.0 million GBP and €444.0 million EUR borrowings. As of December 31, 2024, under our previous revolving credit facility, we had an outstanding balance of $1.1 billion, including £376.0 million GBP and €572.0 million EUR borrowings.

The weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 4.3% during the year ended December 31, 2025. The weighted average interest rate on outstanding borrowings under our previous revolving credit facility was 5.7% during the year ended December 31, 2024. As of December 31, 2025, the weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 3.7%.

As of December 31, 2025, origination costs of $19.0 million for RI Credit Facilities are included in 'Other assets, net', as compared to $7.3 million related to our previous revolving credit facility as of December 31, 2024, on our consolidated balance sheets. These costs are being amortized over the remaining term of our RI Credit Facilities.

B.    Fund Credit Facilities

In connection with the closing of the RI Credit Facilities, the Fund entered into a newly-established $1.38 billion unsecured credit facility, which provides for (a) up to $1.0 billion unsecured revolving credit facility and (b) up to $380.0 million unsecured delayed draw term loan which is available to be drawn for twelve months after April 29, 2025 (the "Closing Date") (collectively, the “Fund Credit Facilities”). The revolving credit facility under the Fund Credit Facilities matures in April 2029 and the delayed draw term loan under the Fund Credit Facilities matures in April 2028. The Fund Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. The aggregate amount under the Fund Credit Facilities can be increased to up to $2.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments.

Borrowings under the Fund Credit Facilities bear interest at one-month term SOFR plus 0.725%. A revolving credit facility commitment fee of 0.125% is payable on the total commitment amount. In addition, a commitment fee of 0.20% is payable on undrawn delayed draw term loan commitments.

As of December 31, 2025, we had a borrowing capacity of $1.2 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $182.0 million under the unsecured revolving credit facility.

The weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.4% during the year ended December 31, 2025. As of December 31, 2025, the weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.6%.

As of December 31, 2025, origination costs of $6.2 million for the Fund Credit Facilities are included in 'Other assets, net' on our consolidated balance sheets, and are being amortized over the remaining term of the facilities. An additional $3.0 million was allocated to the delayed draw term loan arrangement and will not be amortized until the loan is drawn.

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C.    Commercial Paper Programs

We have a USD-denominated unsecured commercial paper program, under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.5 billion, as well as a EUR-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $1.5 billion (or foreign currency equivalent). Our EUR-denominated unsecured commercial paper program may be issued in USD or various foreign currencies, including but not limited to, EUR, GBP, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to customary terms in the European commercial paper market.

The commercial paper ranks pari passu in right of payment with all of our other unsecured senior indebtedness outstanding, exclusive of unexchanged bonds from our merger with VEREIT, Inc. (“VEREIT”) in 2021 and unexchanged Spirit bonds, including borrowings under our revolving credit facilities, our term loans and our outstanding senior unsecured notes (and is structurally subordinated to all our subsidiary debt). Proceeds from commercial paper borrowings are used for general corporate purposes.

As of December 31, 2025, the balance of borrowings outstanding under our commercial paper programs totaled $516.8 million, including $39.0 million of USD borrowings and €407.0 million of EUR borrowings, compared to $67.3 million outstanding commercial paper borrowings, comprised entirely of €65.0 million of EUR borrowings, as of December 31, 2024. The weighted average interest rate on outstanding borrowings under our commercial paper programs was 2.3% and 4.6% for the years ended December 31, 2025 and 2024, respectively. We use our revolving credit facilities as a liquidity backstop for the repayment of the notes issued under the commercial paper programs. The commercial paper borrowings generally carry a term of less than a year.

We regularly review our credit facilities and commercial paper programs and may seek to extend, renew, or replace our credit facilities and commercial paper programs, to the extent we deem appropriate.

D.    Financial Covenants

Our credit facilities are subject to various leverage and interest coverage ratio limitations, and as of December 31, 2025, we were in compliance with the covenants under our credit facilities.

9.    Term Loans

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. As of December 31, 2025, we had an outstanding balance of $1.2 billion. Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted SOFR for USD-denominated loans and adjusted SONIA for GBP-denominated loans. In conjunction with the closing, we executed variable-to-fixed interest rate swaps, which fix the weighted average per annum interest rate at 4.3% over the two-year term.

In January 2024, in connection with the Merger, we entered into an amended and restated term loan agreement that replaced Spirit's then-existing term loans with various lenders. Pursuant to the agreement, we borrowed an aggregate of $800.0 million, $300.0 million of which was repaid upon its maturity in August 2025. The remaining $500.0 million, due August 2027, is subject to interest rate swaps that fix the effective interest rate at 3.3%. We also entered into an amended and restated term loan agreement pursuant to which we borrowed $500.0 million, which was repaid upon its maturity in June 2025.

Deferred financing costs were $9.4 million as of December 31, 2025 and are included net of the term loans' principal balance, as compared to $2.2 million as of December 31, 2024 on our consolidated balance sheets. These costs are being amortized over the remaining term of the term loans. As of December 31, 2025, we were in compliance with the covenants contained in the term loans.

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10.    Mortgages Payable

During the year ended December 31, 2025, we made $44.6 million in principal payments, including the full repayment of three mortgages for $42.9 million. No mortgages were assumed during the year ended December 31, 2025.

Our mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage without the prior consent of the lender. As of December 31, 2025, we were in compliance with these covenants.

The following table summarizes our mortgages payable as of December 31, 2025 and 2024 (dollars in millions):

As Of	Number of<br><br>Properties (1)	Weighted<br><br>Average<br><br>Stated<br><br>Interest<br><br>Rate		Weighted<br><br>Average<br><br>Effective<br><br>Interest<br><br>Rate		Weighted<br>Average<br>Remaining<br>Years Until<br>Maturity	Remaining<br>Principal<br>Balance		Unamortized<br><br>Discount<br><br>and Deferred<br><br>Financing Costs<br><br>Balance, net		Mortgages<br>Payable<br>Balance
December 31, 2025	14	4.9	%	5.9	%	1.8	$	37.9	$	(0.1)	$	37.8
December 31, 2024	17	4.0	%	4.5	%	1.4	$	81.3	$	(0.5)	$	80.8

(1)As of December 31, 2025, there were eight mortgages on 14 properties and as of December 31, 2024, there were 11 mortgages on 17 properties. The mortgages require monthly payments with principal payments due at maturity. As of December 31, 2025 and 2024, all mortgages were at fixed interest rates.

The following table summarizes the maturity of mortgages payable as of December 31, 2025, excluding $0.1 million related to unamortized net discounts and deferred financing costs (dollars in millions):

Year of Maturity	Principal
2026	$	12.0
2027	22.3
2028	1.3
2029	1.3
2030	1.0
Thereafter	—
Total	$	37.9

11.    Notes Payable

A.    General

As of December 31, 2025, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated. Foreign-denominated notes are converted at the applicable exchange rate on the balance sheet date. The following are sorted by maturity date (in thousands):

							Carrying Value () as of
	Maturity Dates		Principal (Currency Denomination)			December 31, 2025		December 31, 2024
3.875% Notes due 2025		April 15, 2025		$	500,000				$	500,000
4.625% Notes due 2025		November 1, 2025		$	549,997		—		549,997
5.050% Notes due 2026		January 13, 2026		$	500,000		500,000		500,000
0.750% Notes due 2026		March 15, 2026		$	325,000		325,000		325,000
4.875% Notes due 2026		June 1, 2026		$	599,997		599,997		599,997
4.450% Notes due 2026		September 15, 2026		$	299,968		299,968		299,968
4.125% Notes due 2026		October 15, 2026		$	650,000		650,000		650,000
1.875% Notes due 2027 (1)		January 14, 2027		£	250,000		336,400		312,975
3.000% Notes due 2027		January 15, 2027		$	600,000		600,000		600,000
3.200% Notes due 2027		January 15, 2027		$	299,984		299,984		299,984
1.125% Notes due 2027 (1)		July 13, 2027		£	400,000		538,240		500,760

All values are in US Dollars.

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				Carrying Value () as of
	Maturity Dates	Principal (Currency Denomination)		December 31, 2025	December 31, 2024
3.950% Notes due 2027	August 15, 2027	$	599,873	599,873	599,873
3.650% Notes due 2028	January 15, 2028	$	550,000	550,000	550,000
3.400% Notes due 2028	January 15, 2028	$	599,816	599,816	599,816
2.100% Notes due 2028	March 15, 2028	$	449,994	449,994	449,994
2.200% Notes due 2028	June 15, 2028	$	499,959	499,959	499,959
4.700% Notes due 2028	December 15, 2028	$	400,000	400,000	400,000
3.950% Notes due 2029	February 1, 2029	$	400,000	400,000	—
4.750% Notes due 2029	February 15, 2029	$	450,000	450,000	450,000
3.250% Notes due 2029	June 15, 2029	$	500,000	500,000	500,000
4.000% Notes due 2029	July 15, 2029	$	399,999	399,999	399,999
5.000% Notes due 2029 (1)	October 15, 2029	£	350,000	470,960	438,165
3.100% Notes due 2029	December 15, 2029	$	599,291	599,291	599,291
3.400% Notes due 2030	January 15, 2030	$	500,000	500,000	500,000
4.850% Notes due 2030	March 15, 2030	$	600,000	600,000	600,000
3.160% Notes due 2030	June 30, 2030	£	140,000	188,384	175,266
4.875% Notes due 2030 (1)	July 6, 2030	€	550,000	645,711	569,415
1.625% Notes due 2030 (1)	December 15, 2030	£	400,000	538,240	500,760
3.250% Notes due 2031	January 15, 2031	$	950,000	950,000	950,000
3.200% Notes due 2031	February 15, 2031	$	449,995	449,995	449,995
3.375% Notes due 2031 (1)	June 20, 2031	€	650,000	763,113	—
5.750% Notes due 2031 (1)	December 5, 2031	£	300,000	403,680	375,570
2.700% Notes due 2032	February 15, 2032	$	350,000	350,000	350,000
3.180% Notes due 2032	June 30, 2032	£	345,000	464,232	431,906
5.625% Notes due 2032	October 13, 2032	$	750,000	750,000	750,000
2.850% Notes due 2032	December 15, 2032	$	699,655	699,655	699,655
4.500% Notes due 2033	February 1, 2033	$	400,000	400,000	—
1.800% Notes due 2033	March 15, 2033	$	400,000	400,000	400,000
1.750% Notes due 2033 (1)	July 13, 2033	£	350,000	470,960	438,165
4.900% Notes due 2033	July 15, 2033	$	600,000	600,000	600,000
5.125% Notes due 2034	February 15, 2034	$	800,000	800,000	800,000
2.730% Notes due 2034	May 20, 2034	£	315,000	423,864	394,348
5.125% Notes due 2034 (1)	July 6, 2034	€	550,000	645,711	569,415
5.875% Bonds due 2035	March 15, 2035	$	250,000	250,000	250,000
5.125% Notes due 2035	April 15, 2035	$	600,000	600,000	—
3.875% Notes due 2035 (1)	June 20, 2035	€	650,000	763,113	—
3.390% Notes due 2037	June 30, 2037	£	115,000	154,744	143,969
6.000% Notes due 2039 (1)	December 5, 2039	£	450,000	605,520	563,355
5.250% Notes due 2041 (1)	September 4, 2041	£	350,000	470,960	438,165
2.500% Notes due 2042 (1)	January 14, 2042	£	250,000	336,400	312,975
4.650% Notes due 2047	March 15, 2047	$	550,000	550,000	550,000
5.375% Notes due 2054	September 1, 2054	$	500,000	500,000	500,000
Total principal amount					$	22,938,737
Unamortized net discounts and deferred financing costs				(311,816)	(281,145)
					$	22,657,592

All values are in US Dollars.

(1) Interest paid annually. Interest on the remaining senior unsecured notes and bond obligations included in the table is paid semi-annually.

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The following table summarizes the maturity of our notes and bonds payable as of December 31, 2025, excluding unamortized net discounts, deferred financing costs (dollars in millions):

Year of Maturity	Principal
2026	$	2,375.0
2027	2,374.5
2028	2,499.8
2029	2,820.3
2030	2,472.3
Thereafter	12,801.9
Total	$	25,343.8

As of December 31, 2025, the weighted average interest rate on our notes and bonds payable was 3.8%, and the weighted average remaining years until maturity was 6.0 years.

Interest incurred on the notes and bonds was $938.1 million, $840.3 million, and $598.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Our outstanding notes and bonds are unsecured; accordingly, we have not pledged any assets as collateral for these or any other obligations.

The notes and bonds contain various covenants, including: (i) a limitation on incurrence of any debt which would cause our debt to total adjusted assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause our secured debt to total adjusted assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of our outstanding unsecured debt. As of December 31, 2025, we were in compliance with these covenants.

B.    Note Issuances

During the year ended December 31, 2025, we issued the following notes and bonds:

2025 Issuances	Date of Issuance	Maturity Date	Principal amount (in millions)		Price of par value		Effective yield to maturity
5.125% Notes	April 2025	April 2035	$	600.0	98.37	%	5.337	%
3.375% Notes	June 2025	June 2031	€	650.0	99.57	%	3.456	%
3.875% Notes	June 2025	June 2035	€	650.0	99.55	%	3.930	%
3.950% Notes	October 2025	February 2029	$	400.0	99.41	%	4.143	%
4.500% Notes	October 2025	February 2033	$	400.0	98.87	%	4.685	%

C.    Note Repayments

During the year ended December 31, 2025, we repaid the following notes, plus accrued and unpaid interest, upon maturity:

2025 Repayments	Date of Issuance	Maturity Date	Principal amount <br>(in millions)
3.875% Notes	April 2018	April 2025	$	500.0
4.625% Notes	October 2018	November 2025	$	550.0

12.    Noncontrolling Interests

As of December 31, 2025, we have 12 entities with noncontrolling interests that we consolidate, including our U.S. Private Fund Business, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

During the year ended December 31, 2025, we launched an open-end, perpetual life private fund, which is consolidated by Realty Income. In September 2025, we held an initial closing raising $716.0 million of third-party investor commitments, of which $486.4 million was called during the three months ended December 31, 2025. As of the closing date, the Fund’s seed portfolio was comprised of 183 properties contributed by Realty Income. As of December 31, 2025, we owned approximately 69% of the outstanding limited partnership interests in the Fund.

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The Fund issues limited partnership ("LP") units to investors, none of which hold voting rights. As the Fund's General Partner ("GP"), Realty Income manages all investment and operational decisions. The Fund aims to make quarterly, pro-rata distributions to partners, as determined by the GP, based on their percentage interests. LP units are not mandatorily redeemable, and investors do not have the right to require redemption. Any redemption of LP units may occur only at the sole discretion of the GP. After evaluating the terms of the partnership agreement, including the absence of mandatory redemption features, and the GP’s discretion over the redemptions, we determined that the LP units meet the requirements for classification as permanent equity.

With respect to Realty Income, L.P., as of December 31, 2025, outstanding common partnership units in our operating partnership represented a 9.95% ownership interest. We hold the remaining 90.05% interest and consolidate the entity. None of our common partnership units have voting rights. Common partnership units are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock, at our option, and at a conversion ratio of 1.02934. These issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate. We determined that the units meet the requirements to qualify for presentation as permanent equity.

The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2025 (in thousands):

	U.S. Private<br><br>Fund Business		Realty Income, L.P. units (1)		Other Noncontrolling Interests		Total
Carrying value as of December 31, 2023	$	—	$	114,072	$	51,430	$	165,502
Contributions	—		—		2,022		2,022
Distributions	—		(6,810)		(3,588)		(10,398)
Allocation of net income	—		5,898		671		6,569
Issuance of common partnership units	—		54,643		(7,390)		47,253
Carrying value as of December 31, 2024	$	—	$	167,803	$	43,145	$	210,948
Contributions	486,400		—		2,055		488,455
Distributions	—		(8,897)		(3,144)		(12,041)
Allocation of net income	3,963		6,757		473		11,193
Reallocation of equity (2)	(13,282)		—		—		(13,282)
Carrying value as of December 31, 2025	$	477,081	$	165,663	$	42,529	$	685,273

(1) 2,681,808 units were outstanding as of both December 31, 2025 and 2024. 1,795,167 units were outstanding as of December 31, 2023.

(2) Represents the difference between cash received from third-party investors and the resulting change in noncontrolling interests from equity transactions in which we retained control of the Fund.

In July 2024, a joint venture partner converted their interests in two consolidated property partnerships into 156,621 common partnership units in Realty Income, LP and we recorded the excess over carrying value of $0.8 million as a reduction to common stock and paid in capital.

In September 2024, we completed the acquisition of 42 properties by paying cash and by issuing 730,020 common partnership units in Realty Income, LP.

As of December 31, 2025, we are considered the primary beneficiary of the U.S. Private Fund Business, Realty Income, L.P. and other VIEs. For further information, see note 1, Summary of Significant Accounting Policies.

13.    Fair Value Measurements

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).

ASC 820, Fair Value Measurements and Disclosures, sets forth a fair value hierarchy that categorizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. Categorization within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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•Level 1 – Quoted market prices in active markets for identical assets and liabilities

•Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other market-corroborated inputs

•Level 3 – Inputs that are unobservable and significant to the overall fair value measurement

We evaluate our hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from period to period. Changes in the type of inputs may result in a reclassification for certain assets. We have not historically had changes in classifications and do not expect that changes in classifications between levels will be frequent.

The following tables present the carrying values and estimated fair values of financial instruments as of December 31, 2025 and 2024 (in millions):

	December 31, 2025
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
Assets:
Loans receivable	$	1,682.1	$	—	$	1,210.5	$	474.3
Derivative assets	8.0		—		8.0		—
Total assets	$	1,690.1	$	—	$	1,218.5	$	474.3
Liabilities:
Mortgages payable	$	37.9	$	—	$	—	$	37.6
Notes and bonds payable	25,343.8		—		23,600.7		1,046.8
Derivative liabilities	205.7		—		205.7		—
Total liabilities	$	25,587.4	$	—	$	23,806.4	$	1,084.4			December 31, 2024
---	---	---	---	---	---	---	---	---
			Hierarchy Level
	Carrying Value		Level 1		Level 2		Level 3
Assets:
Loans receivable	$	828.5	$	—	$	791.4	$	43.7
Derivative assets	47.2		—		47.2		—
Total assets	$	875.7	$	—	$	838.6	$	43.7
Liabilities:
Mortgages payable	$	81.3	$	—	$	—	$	80.0
Notes and bonds payable	22,938.7		—		20,665.5		928.0
Derivative liabilities	81.5		—		81.5		—
Total liabilities	$	23,101.5	$	—	$	20,747.0	$	1,008.0

A.    Financial Instruments Not Measured at Fair Value on our Consolidated Balance Sheets

The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, accounts payable, distributions payable, revolving credit facilities and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature. The aggregate fair value of our term loans approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing.

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The following table reflects the carrying amounts and estimated fair values of our financial instruments not measured at fair value on our consolidated balance sheets (in millions):

	December 31, 2025				December 31, 2024
	Carrying value		Fair value		Carrying value		Fair value
Loans receivable	$	1,682.1	$	1,684.8	$	828.5	$	835.1
Mortgages payable (1)	$	37.9	$	37.6	$	81.3	$	80.0
Notes and bonds payable (1)	$	25,343.8	$	24,647.5	$	22,938.7	$	21,593.5

(1) Excludes non-cash net premiums and discounts, and deferred financing costs.

The estimated fair values of our mortgage loan receivable, unsecured and other loans, private senior secured loans receivable, mortgages payable, and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant input, such as forward interest rate curve, plus an applicable credit-adjusted spread. Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related to the named financial instruments are categorized as level 3 of the fair value hierarchy.

The estimated fair values of our publicly-traded senior secured loans receivable, publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of each financial instrument. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to these financial instruments is categorized as level 2 of the fair value hierarchy. The fair value estimation of secured loans receivable that are not publicly traded similarly incorporates less observable, market-corroborated inputs.

B.    Financial Instruments Measured at Fair Value on a Recurring Basis

For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting swaps to manage interest rate risk, and cross-currency swaps and foreign currency forwards to manage foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, spot and forward rates, as well as option volatility.

Derivative fair values also include credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 on the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties. However, as of December 31, 2025 and 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety are classified as level 2. For more details on our derivatives, see note 14, Derivative Instruments.

C.    Items Measured at Fair Value on a Non-Recurring Basis

Impairment of Real Estate Investments

Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments only under certain circumstances, such as when an impairment write-down occurs.

Depending on impairment triggering events during the applicable period, impairments are typically recorded for properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent.

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The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (dollars in millions):

	Years ended December 31,
		2025		2024		2023
Carrying value prior to impairment		$	1,004.0	$	770.7	$	194.5
Less: total provisions for impairment of real estate		(434.5)		(319.0)		(82.2)
Carrying value after impairment		$	569.5	$	451.7	$	112.3
Number of properties:
Classified as held for sale		35		17		2
Classified as held for investment		138		88		16
Sold		222		132		94

The valuation of impaired assets is determined using widely accepted valuation techniques including income capitalization approach, using net operating income for each property and applying capitalization rates between 7.8% and 8.6%, recent comparable sales transactions, broker opinions of value with discounts based on management judgment, and purchase offers received from third parties, which are level 3 inputs. We may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of such real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.

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14.    Derivative Instruments

In the normal course of business, our operations are exposed to economic risks from interest rates and foreign currency exchange rates. We may enter into derivative financial instruments to offset these underlying economic risks.

Derivatives Designated as Hedging Instruments - Cash Flow Hedges

We enter into foreign currency forward contracts to sell GBP and buy USD to hedge the foreign currency risk on interest payments on intercompany loans denominated in GBP. There are no amounts excluded from the assessment of hedge effectiveness for cash flow hedges of foreign exchange risk. We also execute variable-to-fixed interest rate swaps and use interest rate swaption agreements to add stability to interest expense and to manage our exposure to interest rate movements associated with our term loans or forecasted transactions. If it becomes probable that a forecasted transaction will not occur within the specific time period or within an additional two-month period thereafter, any related amounts deferred in AOCI are recognized immediately in earnings. During the years ended December 31, 2025, and 2024, no such amounts were recognized through the caption entitled 'Interest' in our consolidated statements of income and comprehensive income.

Derivatives Designated as Hedging Instruments - Fair Value Hedges

Periodically, we enter into and designate fixed-to-floating interest rate swaps to manage interest rate risk by managing our mix of fixed-rate and variable-rate debt. These swaps involve the receipt of fixed-rate amounts for variable interest rate payments over the life of the swaps without exchange of the underlying principal amount. We also designate some of our cross-currency swaps as fair value hedges as we use them to hedge foreign currency risk associated with changes in spot rates on foreign-denominated intercompany receivables and third-party debt. For these hedging instruments, we have elected to exclude the change in fair value of the cross-currency swaps attributable to the difference between the spot and forward prices from the assessment of hedge effectiveness (the "excluded component"). Changes in the fair value of the cross-currency swaps attributable to these excluded components are recorded to other comprehensive income and subsequently recognized in 'Foreign currency and derivative (loss) gain, net' on a systematic and rational basis, as net cash settlements and interest accruals on the respective cross currency swaps occur, over the remaining life of the hedging instruments.

Derivatives Designated as Hedging Instruments - Net Investment Hedges

To mitigate the foreign currency exchange rate variations associated with our investment in EUR-denominated foreign operations, we may enter into derivative instruments, such as cross-currency swaps that qualify as net investment hedges under the criteria prescribed in accordance with ASC 815-20, Hedging - General. We use the spot method of assessing hedge effectiveness and apply the consistent election to the excluded component by recognizing changes in the fair value of the hedging instruments attributable to the excluded component in the same manner as described above. Any difference between the change in the fair value of the excluded components and the amounts recognized in earnings is reported in other comprehensive income as part of the foreign cumulative translation adjustment. The gain or loss on the portion of the derivative instruments included in the assessment of effectiveness is reported in other comprehensive income as part of the 'Foreign currency translation adjustment' line item, to the extent the relationship is highly effective. If our net investment changes during a reporting period, the hedge relationship will be assessed for whether a de-designation is warranted (only if the hedge notional amount is outside of prescribed tolerance). Further, certain EUR-denominated bonds and borrowings under our revolving credit facilities and term loans may also be designated as, and are effective as, net investment hedges. Changes in the value of such borrowings, related to changes in the spot rates, will be recorded in the same manner as foreign currency translation adjustments. As of December 31, 2025, the total principal amount of foreign currency debt obligations designated as net investment hedges was $148.2 million.

Derivatives Not Designated as Hedging Instruments

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP, EUR, and Polish Zloty. These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes. As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through the caption entitled 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of income and comprehensive income.

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The following table summarizes the terms and fair values of our derivative financial instruments as of December 31, 2025 and 2024 (dollars in millions):

Derivative Type	Number of Instruments (1)			Notional Amount<br><br>as of						Weighted Average Strike Rate (2)	Maturity Date (3)		Fair Value - asset (liability)<br><br>as of
Derivatives Designated as Hedging Instruments				December 31, 2025				December 31, 2024					December 31, 2025				December 31, 2024
Interest rate swaps (4)	10			$	2,105.0			$	2,180.0	3.47%	Jan 2026 - Jan 2028		$	5.1			$	24.3
Cross-currency swaps - Fair Value	8			720.0				320.0		(5)	Feb 2029 - Oct 2032		(81.0)				(42.2)
Cross-currency swaps - Net Investment	3			280.0				280.0		(6)	Oct 2032		(66.1)				(37.6)
Foreign currency forwards	54			519.7				349.5		(7)	Jan 2026 - Jul 2027		(8.7)				9.3
				$	3,624.7			$	3,129.5				$	(150.7)			$	(46.2)
Derivatives not Designated as Hedging Instruments
Currency exchange swaps	5			$	2,972.8			$	1,725.3	(8)	Jan 2026		$	(47.0)			$	11.8
				$	2,972.8			$	1,725.3				$	(47.0)			$	11.8
Total of all Derivatives		$	6,597.5			$	4,854.8				$	(197.7)			$	(34.4)

(1)This column represents the number of instruments outstanding as of December 31, 2025.

(2)Weighted average strike rate is calculated using the notional value as of December 31, 2025.

(3)This column represents maturity dates for instruments outstanding as of December 31, 2025.

(4)During the year ended December 31, 2025, we entered into five variable-to-fixed interest rate swaps in connection with our GBP-denominated term loan maturing in 2028 and designated these derivatives as cash flow hedges of the underlying interest rate risk. In addition, five other variable-to-fixed interest rate swaps, which were assumed in connection with the Merger, continue to be designated as cash flow hedges of the related assumed term loans .

(5)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.520%.

(6)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.716%.

(7)Weighted average forward GBP-USD exchange rate of 1.32.

(8) Weighted average exchange rates of 0.88 for EUR-GBP and 1.32 for GBP-USD.

We measure our derivatives at fair value and include the balances within 'Other assets, net' and 'Accounts payable and accrued expenses' on our consolidated balance sheets.

We have agreements with each of our derivative counterparties containing provisions under which we could be declared in default on our derivative obligations if repayment of our indebtedness is accelerated by the lender due to our default.

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The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation adjustments in other comprehensive income (in thousands):

	Years ended December 31,
Derivatives in Cash Flow Hedging Relationships		2025		2024		2023
Interest rate swaps		$	(15,627)	$	(5,575)	$	(11,171)
Foreign currency forwards		(17,973)		6,546		$	(13,349)
Interest rate swaptions		(1,955)		1,471		$	1,858
Total derivatives in cash flow hedging relationships		$	(35,555)	$	2,442	$	(22,662)
Derivatives in Fair Value Hedging Relationships
Cross-currency swaps - Fair Value		$	10,404	$	(5,224)	$	(14,602)
Total derivatives in fair value hedging relationships		$	10,404	$	(5,224)	$	(14,602)
Total unrealized loss on derivatives, net		$	(25,151)	$	(2,782)	$	(37,264)
Derivatives and Non-derivatives in Net Investment Hedging Relationships
Cross-currency swaps - Net Investment		$	(30,390)	$	13,569	$	(4,272)
Foreign currency debt		(9,369)		2,315		$	—
Total unrealized (loss) gain recorded in foreign currency translation adjustment		$	(39,759)	$	15,884	$	(4,272)

The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands):

		Years ended December 31,
Derivatives in Cash Flow Hedging Relationships	Location of (Decrease) Increase Recognized in Income		2025		2024		2023
Interest rate swaps	Interest		$	10,053	$	31,385	$	15,794
Foreign currency forwards	Foreign currency and derivative (loss) gain, net		(12,542)		3,831		4,251
Interest rate swaptions	Interest		296		(13)		(6,859)
Total derivatives in cash flow hedging relationships			$	(2,193)	$	35,203	$	13,186
Derivatives in Fair Value Hedging Relationships
Cross-currency swaps - Fair Value	Foreign currency and derivative (loss) gain, net		$	(404)	$	1,806	$	1,415
Total derivatives in fair value hedging relationships			$	(404)	$	1,806	$	1,415
Derivatives in Net Investment Hedging Relationships
Cross-currency swaps - Net Investment (excluded component)	Foreign currency and derivative (loss) gain, net		$	1,873	$	3,444	$	62
Total derivatives in net investment hedging relationships			$	1,873	$	3,444	$	62
Net (decrease) increase to net income			$	(724)	$	40,453	$	14,663

We expect to reclassify $5.7 million from AOCI as a decrease to interest expense relating to interest rate swaps and $11.3 million from AOCI as an increase to foreign currency gain relating to foreign currency forwards within the next twelve months.

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The following table details our foreign currency and derivative (loss) gain, net included in income (in thousands):

	Years ended December 31,
		2025		2024		2023
Realized foreign currency and derivative (loss) gain, net:
(Loss) gain on the settlement of undesignated derivatives		$	12,142	$	(33,053)	$	18,051
(Loss) gain on the settlement of designated derivatives reclassified from AOCI		(10,882)		9,082		5,728
Gain on the settlement of transactions with third parties		3,492		1,498		583
Total realized foreign currency and derivative (loss) gain, net		$	4,752	$	(22,473)	$	24,362
Unrealized foreign currency and derivative (loss) gain, net:
(Loss) gain on the change in fair value of undesignated derivatives		$	(63,430)	$	11,893	$	(5,231)
Gain (loss) on remeasurement of certain assets and liabilities		30,025		14,000		(32,545)
Total unrealized foreign currency and derivative (loss) gain, net		$	(33,405)	$	25,893	$	(37,776)
Total foreign currency and derivative (loss) gain, net		$	(28,653)	$	3,420	$	(13,414)

15.    Leases

A.As Lessor

As of December 31, 2025, we owned or held interests in 15,511 properties. Of the 15,511 properties, 15,167, or 97.8%, are single-tenant properties, and the remainder are multi-tenant properties. As of December 31, 2025, 173 properties were available for lease or sale. The majority of our leases are accounted for as operating leases.

As of December 31, 2025, most of the properties in our portfolio were leased under net lease agreements where our client pays or reimburses us for property taxes and assessments and carries insurance coverage for public liability, property damage, fire, and extended coverage.

Rent based on a percentage of our clients' gross sales, or percentage rent for the years ended December 31, 2025, 2024, and 2023 was $18.2 million, $16.0 million, and $14.8 million, respectively.

As of December 31, 2025, minimum future annual rental revenue to be received on the operating leases for the next five years and thereafter are as follows (dollars in millions):

	Future Minimum Operating Lease Payments		Future Minimum Direct Financing and Sale-Type Lease Payments (1)
2026	$	5,178.2	$	1.4
2027	4,971.7		1.0
2028	4,617.5		0.7
2029	4,231.2		0.7
2030	3,841.5		0.8
Thereafter	27,244.6		23.6
Total	$	50,084.7	$	28.2

(1) Related to three properties which are subject to direct financing leases and, therefore, revenue is recognized as rental income on the discounted cash flows of the lease payments. Amounts reflected are the cash rent on these respective properties. Two properties are subject to sales-type leases and, therefore, revenue is recognized as sales-type lease income on the discounted cash flows of the lease payments. Amounts reflected are the cash rent on these respective properties.

B.As Lessee

We are the lessee under certain ground lease arrangements, building, and corporate office space leases, which are primarily accounted for as operating leases.

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As of December 31, 2025, minimum future rental payments due from the Company over the next five years and thereafter are as follows (dollars in millions):

	Operating Leases		Finance<br> Leases		Total
2026	$	39.5	$	12.6	$	52.1
2027	39.0		4.9		43.9
2028	33.9		5.0		38.9
2029	31.5		6.3		37.8
2030	30.2		6.5		36.7
Thereafter	554.3		327.4		881.7
Total	$	728.4	$	362.7	$	1,091.1
Present value adjustment for remaining lease payments (1)	(298.7)		(241.3)
Total lease liability	$	429.7	$	121.4

(1) The discount rates are specific for individual leases primarily based on the lease term. The range of discount rates used to calculate the present value of the operating lease payments is 1.23% to 6.99% and for finance lease payments is 3.04% to 6.99%. The weighted average discount rate was derived from estimated incremental borrowing rates based on our credit quality, as we did not have any borrowings at the balance sheet date with comparable terms to our lease agreements. As of December 31, 2025, the weighted average discount rate for operating leases is 4.06% and the weighted average remaining lease term is 24.12 years. As of December 31, 2025, the weighted average discount rate for finance leases is 5.71% and the weighted average remaining lease term is 39.31 years.

16.    Stockholders' Equity

A.Common Stock

We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for the periods indicated below:

	Years ended December 31,
Month	2025		2024		2023
January	$	0.2640	$	0.2565	$	0.2485
February	0.2640		0.2565		0.2485
March	0.2680		0.2565		0.2545
April	0.2685		0.2570		0.2550
May	0.2685		0.2570		0.2550
June	0.2685		0.2625		0.2550
July	0.2690		0.2630		0.2555
August	0.2690		0.2630		0.2555
September	0.2690		0.2630		0.2555
October	0.2695		0.2635		0.2560
November	0.2695		0.2635		0.2560
December	0.2695		0.2635		0.2560
Total	$	3.2170	$	3.1255	$	3.0510

As of December 31, 2025, a distribution of $0.2700 per common share was payable and was paid in January 2026. As of December 31, 2024, a distribution of $0.2640 per common share was payable and was paid in January 2025.

The following presents the federal income tax characterization of distributions paid or deemed to be paid per common share for the years:

	2025		2024		2023
Ordinary income	$	2.1351154	$	2.1759803	$	2.8434500
Nontaxable distributions	1.0818846		0.9495197		0.2075500
Total	$	3.2170000	$	3.1255000	$	3.0510000

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B.    At-the-Market ("ATM") Program

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 (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 under the ticker symbol "O" at prevailing market prices or at negotiated prices. Upon settlement, subject to certain exceptions, we may elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which cases we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. Of the 120.0 million shares of our common stock available for sale under the prior ATM program at its inception, a total of approximately 65.0 million of those shares were sold, the remainder of which were terminated upon the execution of the new ATM program. As of December 31, 2025, we had 141.1 million shares remaining for future issuance under our new ATM program. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.

The following table outlines common stock issuances pursuant to our ATM programs (dollars in millions, shares in thousands):

	Years ended December 31,
		2025		2024		2023
Shares of common stock issued under the ATM program (1)		41,971		30,169		91,699
Gross proceeds		$	2,398.3	$	1,760.1	$	5,483.2
Sales agents' commissions and other offering expenses		(34.2)		(17.3)		(43.7)
Net proceeds		$	2,364.1	$	1,742.8	$	5,439.5

(1) During the year ended December 31, 2025, 52.8 million shares were sold, and 42.0 million shares were settled pursuant to forward sale confirmations. As of December 31, 2025, 12.6 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $57.49 per share. We currently expect to fully settle forward sale agreements outstanding by March 31, 2026, representing $708.5 million in net proceeds, for which the weighted average forward price as of December 31, 2025 was $56.26 per share.

C.    Dividend Reinvestment and Stock Purchase Plan ("DRSPP")

Our DRSPP provides our common stockholders with a convenient and economical method of purchasing our common stock and reinvesting their distributions. It also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26.0 million common shares to be issued. As of December 31, 2025, we had 10.5 million shares remaining for future issuance under our DRSPP program.

The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions, shares in thousands):

	Years ended December 31,
		2025		2024		2023
Shares of common stock issued under the DRSPP program		211		212		198
Gross proceeds		$	12.0	$	11.8	$	11.5

17.    Common Stock Incentive Plan

In March 2021, our Board of Directors adopted, and in May 2021, stockholders approved, the Realty Income 2021 Incentive Award Plan (the "2021 Plan") which replaced the Realty Income 2012 Incentive Award Plan (the "2012 Plan"). The 2021 Plan provides for the award to our directors, employees, and consultants of up to 8.9 million shares.

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In connection with our merger with VEREIT in 2021, shares which remained available for issuance under the VEREIT, Inc. 2021 Equity Incentive Plan immediately prior to the closing of the merger (as adjusted by the Exchange Ratio) may be used for awards under the 2021 Plan and will not reduce the shares authorized for grant under the 2021 Plan, to the extent that awards using such shares (i) are permitted without stockholder approval under applicable stock exchange rules, (ii) are made only to VEREIT service providers or individuals who become Realty Income service providers following the date of the consummation of the merger, and (iii) are only granted under the 2021 Plan during the period commencing on the date of the consummation of the merger and ending on June 2, 2031. As a result, 6.2 million additional shares were available for issuance under the 2021 Plan.

In connection with the Merger, each outstanding Spirit restricted stock award and performance share award was cancelled and converted into Realty Income common stock, using the Exchange Ratio in accordance with the Merger Agreement. The issuance is excluded from the sections below, as the awards were not granted under the 2021 Plan. The aggregate fair value of fully vested Spirit awards converted into Realty Income common stock was $66.5 million, of which i.) $41.7 million related to pre-combination services and is included in the consideration transferred in the Merger and ii.) $24.8 million of expense was recognized at the date of acquisition in merger, transaction, and other costs, net related to the value attributable to post-combination services. For more details, please see note 2, Merger with Spirit Realty Capital, Inc.

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $30.8 million, $32.7 million, and $26.2 million during the years ended December 31, 2025, 2024, and 2023, respectively.

A.    Restricted Stock

The following table summarizes our common stock grant activity:

	2025			2024			2023
	Number of shares	Weighted average price (1)		Number of shares	Weighted average price (1)		Number of shares	Weighted average price (1)
Outstanding nonvested shares, beginning of year	514,299	$	61.54	347,051	$	67.89	242,660	$	67.12
Shares granted	286,597	$	55.33	346,321	$	52.66	222,511	$	65.40
Shares vested	(203,051)	$	53.41	(151,977)	$	56.45	(110,634)	$	61.28
Shares forfeited	(23,633)	$	55.42	(27,096)	$	58.08	(7,486)	$	66.91
Outstanding nonvested shares, end of each period	574,212	$	61.57	514,299	$	61.54	347,051	$	67.89

(1) Grant date fair value.

For the years ended December 31, 2025, 2024, and 2023, we granted 29,056, 40,000, and 40,000 shares of restricted stock, respectively, to the independent members of our Board of Directors in connection with our annual awards in May of each year. The vesting period of these shares is up to three years, based on each director's years of service, and is subject to the director's continued service through each applicable vesting date. In addition, in October 2025, we granted 3,399 shares of restricted stock to a new member of our Board of Directors, which vest in equal parts over a three-year period. In connection with shares granted in each respective year, 14,528, 16,000, and 20,000 shares vested immediately and 17,927, 28,000, and 20,000 shares vest in equal parts over a three-year service period.

As of December 31, 2025, the remaining unamortized share-based compensation expense related to restricted stock totaled $20.6 million, which is being amortized on a straight-line basis over the service period of each applicable award. The expense amortization period for restricted stock is the lesser of the four-year service period or the period over which the awardee reaches the qualifying retirement age. For employees who have already met the qualifying retirement age, restricted stock is fully expensed at the grant date. The amount of share-based compensation is based on the fair value of the stock at the grant date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and conditions of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares.

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B.    Restricted Stock Units

During 2025, 2024, and 2023, we also granted restricted stock units that vest over service periods of four-years and have the same economic rights as shares of restricted stock. During 2025, we granted 3,632 restricted stock units to one independent member of our Board of Directors in connection with our annual awards in May. These awards vest over three years, subject to the director's continued service through each applicable vesting date.

	2025			2024			2023
	Number of restricted stock units	Weighted average price (1)		Number of restricted stock units	Weighted average price (1)		Number of restricted stock units	Weighted average price (1)
Outstanding nonvested shares, beginning of year	38,531	$	62.45	42,612	$	65.62	58,513	$	67.91
Shares granted	45,176	$	55.43	30,538	$	52.72	15,065	$	66.41
Shares vested	(13,475)	$	54.08	(22,640)	$	58.31	(29,492)	$	70.30
Shares forfeited	(624)	$	57.14	(11,979)	$	56.76	(1,474)	$	71.02
Outstanding nonvested shares, end of each period	69,608	$	59.56	38,531	$	62.45	42,612	$	65.62

(1) Grant date fair value.

As of December 31, 2025, the remaining share-based compensation expense related to the restricted stock units totaled $2.8 million and is being recognized on a straight-line basis over the service period. The amount of share-based compensation for the restricted stock units is based on the fair value of our common stock at the grant date. The expense amortization period for restricted stock units is the lesser of the four-year service period or the period over which the awardee reaches the qualifying retirement age. For employees who have already met the qualifying retirement age, restricted stock units are fully expensed at the grant date.

C.    Performance Shares

During 2025, 2024, and 2023, we granted annual performance share awards, as well as dividend equivalent rights, to our executive officers. The number of performance shares that vest for each of the three years is based on the achievement of the following performance goals:

	Weighting for year granted
Annual Performance Awards Metrics	2025		2024		2023
Total shareholder return (“TSR”) ranking relative to MSCI US REIT Index	50	%	50	%	55	%
Dividend per share growth rate	25	%	25	%	20	%
Net Debt-to-Pro Forma Adjusted EBITDAre Ratio	25	%	25	%	25	%

The annual performance shares vest 50% as of the date of which the plan administrator determines the achievement of the applicable goals during the applicable three-year performance period and the remaining 50% on January 1 of the following year, subject to continued service.

The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model.

The following table summarizes our performance share grant activity:

	2025			2024			2023
	Number of performance shares	Weighted average price (1)		Number of performance shares	Weighted average price (1)		Number of performance shares	Weighted average price (1)
Outstanding nonvested shares, beginning of year	684,939	$	68.99	561,769	$	72.64	470,880	$	73.37
Shares granted	319,748	$	64.20	309,363	$	55.25	215,040	$	73.32
Shares vested	(184,111)	$	71.09	(186,193)	$	57.16	(124,151)	$	76.59
Outstanding nonvested shares, end of each period	820,576	$	66.65	684,939	$	68.99	561,769	$	72.64

(1) Grant date fair value.

As of December 31, 2025, the remaining share-based compensation expense related to the performance shares totaled $21.9 million and is being recognized on a tranche-by-tranche basis over the service period.

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18.    Net Income per Common Share

The following is a reconciliation of the denominator of the basic net income per common share computation to the denominator of the diluted net income per common share computation (shares in thousands):

	Years ended December 31,
		2025	2024	2023
Weighted average shares used for the basic net income per share computation		907,169	862,959	692,298
Incremental shares from share-based compensation		690	411	349
Dilutive effect of forward ATM offerings		475	422	377
Weighted average shares used for diluted net income per share computation		908,334	863,792	693,024
Unvested shares from share-based compensation that were anti-dilutive		17	179	117
Weighted average partnership common units convertible to common shares that were anti-dilutive		2,682	2,050	1,795
Weighted average forward ATM offerings that were anti-dilutive		36	519	759

19.    Supplemental Disclosures of Cash Flow Information

The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands):

	Years ended December 31,
	2025		2024		2023
Supplemental disclosures:
Cash paid for interest	$	1,072,484	$	970,009	$	692,004
Cash paid for income taxes	$	49,785	$	32,278	$	12,283
Non-cash activities:
Net (decrease) increase in fair value of derivatives	$	(163,318)	$	64,092	$	(116,145)
Term loans assumed at fair value	$	—	$	1,300,000	$	—
Notes payable assumed at fair value	$	—	$	2,481,486	$	—
Increase in noncontrolling interests from property acquisitions	$	—	$	—	$	39,156
Issuance/conversion of common partnership units of Realty Income, L.P.	$	—	$	47,253	$	—

The following table provides a reconciliation of 'Cash and cash equivalents' reported on our consolidated balance sheets to the total of the cash, cash equivalents, and restricted cash reported within our consolidated statements of cash flows (in thousands):

	December 31, 2025		December 31, 2024
Cash and cash equivalents shown in the consolidated balance sheets	$	434,842	$	444,962
Restricted escrow deposits (1)	83,200		36,326
Impounds related to mortgages payable (1)	2,714		14,218
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows	$	520,756	$	495,506

(1) Included within 'Other assets, net' on our consolidated balance sheets (see note 3, Supplemental Detail for Certain Components of Consolidated Balance Sheets). These amounts consist of cash that we are legally entitled to, but that is not immediately available to us. As a result, these amounts were considered restricted as of the dates presented.

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20.    Segment and Geographic Information

A.    Segment Information

Our business is characterized as primarily owning and leasing commercial properties under long-term, net lease agreements (whereby clients are responsible for property taxes, insurance and maintenance costs), and these economic characteristics are similar across various property types, geographic locations, and industries in which our clients operate. Our chief operating decision maker ("CODM") is our President, Chief Executive Officer. Information reviewed by our CODM in evaluating performance and allocating resources is primarily operating results and cash flow analysis on a consolidated basis. Therefore, we operate and manage the business in one operating and reportable segment.

The CODM assesses performance and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Our significant segment expenses include consolidated expense categories presented in our consolidated statements of income and comprehensive income, as well as additional significant segment expense categories reported within 'Property (including reimbursements)' and 'General and administrative' expense captions, as follows (in thousands):

	Years ended December 31,
		2025		2024		2023
Property expenses (excluding reimbursements)		$	88,402	$	74,587	$	42,763
Cash G&A expenses (1)		$	171,784	$	144,154	$	118,309

(1) Represents 'General and administrative' expenses as presented in our consolidated statements of income and comprehensive income, less share-based compensation costs.

Other segment items included in consolidated net income consist of 'Gain on sales of real estate' and 'Other income, net', as presented in our consolidated statements of income and comprehensive income.

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B.    Geographic Information

The following table disaggregates domestic and international revenue by major asset types and geographic regions (in thousands):

	Years ended December 31,
	2025
	U.S.		U.K.		Other (1)		Total
Retail	$	3,515,416	$	619,857	$	190,397	$	4,325,670
Industrial	785,939		54,824		23,686		864,449
Other (2)	240,721		6,492		—		247,213
Rental (including reimbursements)	$	4,542,076	$	681,173	$	214,083	$	5,437,332
Other revenue							312,045
Total revenue							$	5,749,377
	2024
	U.S.		U.K.		Other (1)		Total
Retail	$	3,368,532	$	508,195	$	133,190	$	4,009,917
Industrial	747,031		48,130		—		795,161
Other (2)	237,876		794		—		238,670
Rental (including reimbursements)	$	4,353,439	$	557,119	$	133,190	$	5,043,748
Other revenue							227,394
Total revenue							$	5,271,142
	2023
	U.S.		U.K.		Other (1)		Total
Retail	$	2,754,217	$	374,058	$	65,305	$	3,193,580
Industrial	515,358		43,685		—		559,043
Other (2)	205,527		—		—		205,527
Rental (including reimbursable)	$	3,475,102	$	417,743	$	65,305	$	3,958,150
Other revenue							120,843
Total revenue							$	4,078,993

(1) Other includes rental revenue generated from all other European countries we operate in.

(2) Other includes all other property types in our portfolio.

No individual client’s revenue represented more than 10% of our total revenue for each of the years ended December 31, 2025, 2024, and 2023.

Long-lived assets include items such as property, plant, equipment and right-of-use assets subject to operating and finance leases. The following table disaggregates domestic and international total long-lived assets (in millions):

	December 31, 2025								December 31, 2024
	U.S.		U.K.		Other (1)		Total		U.S.		U.K.		Other (1)		Total
Long-lived assets	$	42,337.4	$	9,322.6	$	3,280.5	$	54,940.5	$	43,186.5	$	7,485.6	$	1,617.7	$	52,289.8
Remaining assets							17,855.1								16,545.2
Total assets							$	72,795.6							$	68,835.0

(1) Other includes long-lived assets in all other European countries we operate in.

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21.    Income Taxes

The components of income before taxes were attributable to the following (in thousands):

	Years ended December 31,
	2025		2024		2023
Domestic	$	791,719	$	666,110	$	755,872
Foreign	363,410		267,832		173,063
Total income before taxes	$	1,155,129	$	933,942	$	928,935

Provision for income taxes consisted of the following (in thousands):

	Years ended December 31,
	2025		2024		2023
Current
Federal	$	—	$	(407)	$	792
State and local	14,450		8,783		10,139
Foreign	70,293		54,673		41,086
Total current	$	84,743	$	63,049	$	52,017
Deferred
Federal	$	—	$	—	$	—
State and local	—		—		—
Foreign	603		3,552		4
Total deferred	$	603	$	3,552	$	4
Total provision for income taxes	$	85,346	$	66,601	$	52,021

Our effective tax rates for the years ended December 31, 2025, 2024, and 2023 were 7.4%, 7.1%, and 5.6%, respectively. The primary drivers of the difference between the federal statutory rate of 21.0% and our overall effective tax rate were the tax benefits associated with our REIT status, including the dividends paid deduction, the impact of state and local income taxes, and the effect of differing statutory rates and related permanent differences applicable to our foreign earnings.

Income taxes paid for the year ended December 31, 2025 are as follows (in thousands):

	Year ended December 31,
	2025
Federal	$	(233)
State and Local	$	16,827
United Kingdom	$	30,665
Other	2,526
Total Foreign	$	33,191
Total income taxes paid	$	49,785

We recognize deferred income tax in our taxable subsidiaries, including certain international jurisdictions. Deferred income tax assets and liabilities are generally the result of temporary differences between book and tax accounting, such as timing differences caused by different useful lives used for depreciation. We provide for a valuation allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be realized. As of December 31, 2025 and 2024, we had net deferred tax liabilities of $4.3 million and $3.5 million, respectively, which are reported in 'Other liabilities' on our consolidated balance sheets.

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22.    Commitments and Contingencies

In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.

As of December 31, 2025, we had $805.0 million of commitments under construction contracts related to development projects, which have estimated rental revenue commencement dates between January 2026 and November 2027. In addition, as of December 31, 2025, we had commitments of $43.0 million for tenant improvements, recurring capital expenditures, and building improvements.

23.    Subsequent Events

A.     Dividends

In January 2026, we declared a dividend of $0.2700 per share to our common stockholders, which was paid in February 2026. In addition, in February 2026, we declared a dividend of $0.2700, which will be paid in March 2026.

B. Private Fund Business

On December 29, 2025, we announced that we closed an additional $816.3 million in commitments from third-party investors for the Fund. On January 1, 2026, capital calls of $638.0 million were made and a $408.2 million redemption on the Company's units was made. After giving effect to these transactions, the Company's indirect ownership in the Fund was 38.5%.

C. Convertible Bond Issuance and Common Stock Repurchase

In January 2026, we issued $862.5 million principal amount of 3.500% convertible senior notes due January 2029 in a private offering, for estimated net proceeds of $845.5 million. The notes will be senior, unsecured obligations of Realty Income and will accrue interest at a rate of 3.500% per annum, payable semi-annually in arrears. The notes will mature on January 15, 2029, unless earlier repurchased, redeemed or converted. Before October 15, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after October 15, 2028, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. We will settle conversions by paying cash and, if applicable, delivering shares of our common stock, based on the applicable conversion rate. The initial conversion rate is 14.4051 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $69.42 per share of common stock. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

Among other things, we used approximately $101.9 million of the net proceeds from the offering to repurchase approximately 1.8 million shares of our common stock in privately negotiated transactions, concurrently with the pricing of the offering.

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Item 9: Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A:         Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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 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. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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

Management’s Report on Internal Control Over Financial Reporting

Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer, Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.

Management has used the framework set forth in the report entitled “Internal Control-Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year. KPMG LLP has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.

Submitted on February 24, 2026 by,

Sumit Roy, President, Chief Executive Officer

Jonathan Pong, Executive Vice President, Chief Financial Officer, and Treasurer

Changes in Internal Controls

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

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Limitations on the Effectiveness of Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Item 9B: Other Information

Director and Officer Trading Arrangements and Policies

During the three months ended December 31, 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.”

Item 9C:     Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None

PART III

Item 10:     Directors, Executive Officers and Corporate Governance

Realty Income Corporation has adopted insider trading policies and procedures applicable to our directors, officers, and employees, that we believe are reasonably designed to promote compliance with insider trading laws, and regulations, and the listing standards of the New York Stock Exchange. A copy of our Insider Trading Compliance Policy is incorporated by reference as Exhibit 19.1 to this Annual Report on Form 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 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

Item 11:     Executive Compensation

The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

Item 12:     Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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

Item 13:     Certain Relationships and Related Transactions, and Director Independence

The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

Item 14:     Principal Accounting Fees and Services

Our independent registered public accounting firm is KPMG LLP, San Diego, CA, Auditor Firm ID: 185.

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

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PART IV

Item 15:          Exhibits and Financial Statement Schedules

A.      The following documents are filed as part of this report.

1.      Financial Statements (see Item 8)

a.      Reports of Independent Registered Public Accounting Firm

b.      Consolidated Balance Sheets,

December 31, 2025 and December 31, 2024

c.      Consolidated Statements of Income and Comprehensive Income,

Years ended December 31, 2025, 2024, and 2023

d.      Consolidated Statements of Equity,

Years ended December 31, 2025, 2024, and 2023

e.      Consolidated Statements of Cash Flows,

Years ended December 31, 2025, 2024, and 2023

f.      Notes to Consolidated Financial Statements

2.      Financial Statement Schedules. Reference is made to page F-1 of this report (electronically filed with the Securities and Exchange Commission).

a.      Schedule III - Real Estate and Accumulated Depreciation

Schedules not Filed:  All schedules, other than those indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes.

3.      Exhibits

Exhibit No.	Description
Bylaws
3.1	Amended and Restated Bylaws of the Company dated November 3, 2023 (filed as exhibit 3.1 to the Company's Form 10-Q, filed on November 7, 2023 (File No. 001-13374) and incorporated herein by reference).
3.2	Articles of Incorporation of the Company, as amended by amendment No. 1 dated May 10, 2005 and amendment No. 2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 3, 2005 (File No. 033-69410) and incorporated herein by reference).
3.3	Articles of Amendment dated July 29, 2011 (filed as exhibit 3.1 to the Company's Form 8-K, filed on August 2, 2011 (File No. 001-13374) and incorporated herein by reference).
3.4	Articles of Amendment dated June 21, 2012 (filed as exhibit 3.1 to the Company's Form 8-K, filed on June 21, 2012 (File No. 001-13374) and incorporated herein by reference).
3.5	Articles of Amendment dated May 14, 2019 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 16, 2019 (File No. 001-13374) and incorporated herein by reference).
3.6	Amended and Restated Bylaws of the Company dated February 19, 2020 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 20, 2020 (File No. 001-13374) and incorporated herein by reference).
3.7	Articles of Amendment dated May 17, 2022 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 19, 2022 (File No. 001-13374) and incorporated herein by reference.
3.8	Articles Supplementary dated June 30, 1998 establishing the terms of the Company's Class A Junior Participating Preferred Stock (filed as exhibit A to exhibit 1 to the Company's Form 8-A12B, filed on June 26, 1998 (File No. 001-13374) and incorporated herein by reference).
3.9	Articles Supplementary dated May 24, 1999 establishing the terms of the Company's 93/8% Class B Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on May 25, 1999 (File No. 001-13374) and incorporated herein by reference).
3.10	Articles Supplementary dated July 28, 1999 establishing the terms of the Company's 91/2% Class C Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on July 30, 1999 (File No. 001-13374) and incorporated herein by reference).
3.11	Articles Supplementary dated May 24, 2004 and the Articles Supplementary dated October 18, 2004 establishing the terms of the Company's 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 to the Company's Form 8-A12B, filed on May 25, 2004 (File No. 001-13374) and incorporated herein by reference).

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3.12	Articles Supplementary dated November 30, 2006 establishing the terms of the Company's 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 to the Company's Form 8-A12B, filed on December 5, 2006 (File No. 001-13374) and incorporated herein by reference).
3.13	Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated February 3, 2012 (the “First Class F Articles Supplementary”) (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 3, 2012 (File No. 001-13374) and incorporated herein by reference).
3.14	Certificate of Correction to the First Class F Articles Supplementary, dated April 11, 2012 (filed as exhibit 3.2 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
3.15	Articles Supplementary to the Articles of Incorporation of the Company classifying and designating additional shares of the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated April 17, 2012 (filed as exhibit 3.3 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
3.16	Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit 3.15 to the Company’s Form 8-A12B, filed on January 22, 2024 (File No. 001-13374) and incorporated herein by reference).
Instruments defining the rights of security holders, including indentures
4.1	Indenture dated 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).
4.2	Form of 5.875% Senior Notes due 2035 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference).
4.3	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, as Trustee, establishing a series of securities entitled 5.875% Senior Debentures due 2035 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference).
4.4	Form of Common Stock Certificate (filed as exhibit 4.16 to the Company’s Form 10-Q for the quarter ended September 30, 2011, filed on October 28, 2011 (File No. 001-13374) and incorporated herein by reference).
4.5	Form of 4.125% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on September 23, 2014 (File No. 001-13374), and incorporated herein by reference).
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 “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 23, 2014 (File No. 001-11374), and incorporated herein by reference).
4.7	Form of 3.000% Note due 2027 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 12, 2016 (File No. 001-13374), and incorporated herein by reference).
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 “3.000% Notes due 2027” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 12, 2016 (File No. 001-13374), and incorporated herein by reference).
4.9	Form of 4.650% Note due 2047 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 15, 2017 (File No. 001-13374),and incorporated herein by reference).
4.10	Form of 4.125% Note due 2026 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 15, 2017(File No. 001-13374),and incorporated herein by reference).
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 (File No. 001-13374),and incorporated herein by reference).
4.12	Form of 3.650% Note due 2028 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 6, 2017(File No. 001-13374), and incorporated herein by reference).
4.13	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 “3.650% Notes due 2028” and re-opening a series of securities entitled “3.250% Notes due 2022” and “4.650% due 2047
4.14	Form of 4.650% Note due 2047 (filed as exhibit 4.4 to the Company’s Form 8-K, filed on December 6, 2017(File No. 001-13374), and incorporated herein by reference).
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).
4.16	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 “3.250% Notes due 2029." (filed as exhibit 4.3 to the Company's Form 8-K, filed on June 16, 2019 (File No. 001-13374),and incorporated herein by reference).
4.17	Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, 2020(File No. 001-13374), and incorporated herein by reference).
4.18	Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, 2020(File No. 001-13374), and incorporated herein by reference).
4.19	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 "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on May 8, 2020,(File No. 001-13374), and incorporated herein by reference).

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4.20	Officers' Certificate, dated 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, 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 July 16, 2020,(File No. 001-13374), and incorporated herein by reference).
4.21	Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, 2020(File No. 001-13374),and incorporated herein by reference).
4.22	Officers’ Certificate dated October 1, 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 “1.625% Notes due 2030” (filed as an Exhibit 4.3 to the Company’s Form 8-K, filed on October 1, 2020(File No. 001-13374), and incorporated herein by reference).
4.23	Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, 2020(File No. 001-13374), and incorporated herein by reference).
4.24	Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, 2020(File No. 001-13374), and incorporated herein by reference).
4.25	Officers’ Certificate dated 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, establishing a series of debt securities entitled “0.750% Notes due 2026” and a series of debt securities entitled “1.800% Notes due 2033” (filed as an Exhibit 4.4 to the Company's Form 8-K, filed on December 14, 2020 (File No. 001-13374),and incorporated herein by reference).
4.26	Officers’ Certificate dated July 13, 2021 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.125% Notes due 2027” and a new series of debt securities entitled “1.750% Notes due 2033.” (filed as Exhibit 4.4 to the Company's Form 8-K, filed on July 13, 2021(File No. 001-13374), and incorporated herein by reference).
4.27	Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021(File No. 001-13374),and incorporated herein by reference).
4.28	Form of 1.750% Notes due 2033 (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374),and incorporated herein by reference).
4.29	Form of 1.875% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on January 14, 2022(File No. 001-13374), and incorporated herein by reference).
4.30	Form of 2.500% Notes due 2042 (filed as exhibit 4.3 to the Company's Form 8-K, filed on January 14, 2022(File No. 001-13374), and incorporated herein by reference).
4.31	Officers’ Certificate dated January 14, 2022, pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.875% Notes due 2027” and a new series of debt securities entitled “2.500% Notes due 2042” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 14, 2022 (File No. 001-13374), and incorporated herein by reference).
4.32	Indenture, dated February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 (File No. 001-35263), and incorporated herein by reference).
4.33	Officers’ Certificate, dated February 6, 2014 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 (File No. 001-35263), and incorporated herein by reference).
4.34	First Supplemental Indenture, dated February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc. and U.S. Bank National Association (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 13, 2015(File No. 001-35263), and incorporated herein by reference).
4.35	Officers’ Certificate, dated June 2, 2016 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 3, 2016(File No. 001-35263), and incorporated herein by reference).
4.36	Officers’ Certificate, dated August 11, 2017 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on August 11, 2017(File No. 001-35263), and incorporated herein by reference).
4.37	Officers’ Certificate, dated December 4, 2019 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on December 4, 2019 (File No. 001-35263),and incorporated herein by reference).
4.38	Officers’ Certificate, dated June 29, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 29, 2020(File No. 001-35263), and incorporated herein by reference).
4.39	Officers’ Certificate, dated November 17, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on November 17, 2020(File No. 001-35263),and incorporated herein by reference).
4.41	Second Supplemental Indenture, dated November 1, 2021, by an among Rams MD Subsidiary I, Inc., VEREIT Operating Partnership, L.P., VEREIT, Inc. and U.S. Bank National Association, as trustee (filed as exhibit 4.10 to the Company's Form 8-K, filed on November 1, 2021 (File No. 001-13374), and incorporated herein by reference).
4.42	Third Supplemental Indenture, dated November 9, 2021, by and among VEREIT Operating Partnership, L.P., Rams MD Subsidiary I, Inc. (f/k/a VEREIT, Inc.) and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to the Company's Form 8-K, filed on November 15, 2021(File No. 001-13374), and incorporated herein by reference).
4.43	Form of 4.875% Notes due June 1, 2026. (filed as exhibit 4.4 to the Company's Form 8-K, filed on November 15, 2021(File No. 001-13374), and incorporated herein by reference).
4.44	Form of 3.950% Notes due August 15, 2027. (filed as exhibit 4.5 to the Company's Form 8-K, filed on November 15, 2021(File No. 001-13374), and incorporated herein by reference).
4.45	Form of 3.400% Notes due January 15, 2028. (filed as exhibit 4.6 to the Company's Form 8-K, filed on November 15, 2021(File No. 001-13374),and incorporated herein by reference).
4.46	Form of 2.200% Notes due June 15, 2028. (filed as exhibit 4.7 to the Company's Form 8-K, filed on November 15, 2021(File No. 001-13374), and incorporated herein by reference).
4.47	Form of 3.100% Notes due December 15, 2029. (filed as exhibit 4.8 to the Company's Form 8-K, filed on November 15, 2021(File No. 001-13374), and incorporated herein by reference).

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4.48	Form of 2.850% Notes due December 15, 2032. (filed as exhibit 4.9 to the Company's Form 8-K, filed on November 15, 2021(File No. 001-13374), and incorporated herein by reference).
4.49	Form of 5.625% Notes due October 13, 2032. (filed as exhibit 4.2 to the Company's Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference).
4.50	Officers’ Certificate dated October 13, 2022 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 the terms of a new series of debt securities entitled “5.625% Notes due 2032” and including the form of debt securities of such series (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference).
4.51	Form of 4.850% Note due 2030 issued on January 13, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 13, 2023 (File No. 001-13374) and incorporated herein by reference).
4.52	Form of 4.700% Note due 2028 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No. 001-13374) and incorporated herein by reference).
4.53	Form of 4.900% Note due 2033 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No. 001-13374) and incorporated herein by reference).
4.54	Officers’ Certificate dated April 14, 2023 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 the terms of a new series of debt securities entitled “4.700% Notes due 2028” and a new series of debt securities entitled “4.900% Notes due 2033” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No. 001-13374) and incorporated herein by reference).
4.55	Form of 4.875% Note due 2030 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No. 001-13374) and incorporated herein by reference).
4.56	Form of 5.125% Note due 2034 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No. 001-13374) and incorporated herein by reference).
4.57	Officers’ Certificate dated July 6, 2023 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 the terms of a new series of debt securities entitled “4.875% Notes due 2030” and a new series of debt securities entitled “5.125% Notes due 2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No. 001-13374) and incorporated herein by reference).
4.58	Form of 5.750% Note due 2031 issued on December 5, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 5, 2023 (File No. 001-13374) and incorporated herein by reference).
4.59	Form of 6.000% Note due 2039 issued on December 5, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 5, 2023 (File No. 001-13374) and incorporated herein by reference).
4.60	Officers’ Certificate dated December 5, 2023 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 the terms of a new series of debt securities entitled “5.750% Notes due 2031” and a new series of debt securities entitled “6.000% Notes due 2039” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on December 5, 2023 (File No. 001-13374) and incorporated herein by reference).
4.61	Form of 4.750% Note due 2029 issued on January 16, 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 16, 2024 (File No. 001-13374) and incorporated herein by reference).
4.62	Form of 5.125% Note due 2034 issued on January 16, 2024 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 16, 2024 (File No. 001-13374) and incorporated herein by reference).
4.63	Officers’ Certificate dated January 16, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.750% Notes due 2029” and a new series of debt securities entitled “5.125% Notes due 2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 16, 2024 (File No. 001-13374) and incorporated herein by reference).
4.64	Indenture, dated August 18, 2016, between Spirit Realty, L.P. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on August 19, 2016 (File No. 001-36004) and incorporated by reference herein).
4.65	First Supplemental Indenture, dated August 18, 2016, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K (File No. 001-36004) previously filed on August 19, 2016 and incorporated by reference herein).
4.66	Second Supplemental Indenture, dated June 27, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on June 27, 2019 (File No. 001-36004) and incorporated by reference herein).
4.67	Third Supplemental Indenture, dated September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on September 16, 2019 (File No. 001-36004) and incorporated by reference herein).
4.68	Fourth Supplemental Indenture, dated September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on September 16, 2019 (File No. 001-36004) and incorporated by reference herein).
4.69	Fifth Supplemental Indenture, dated August 6, 2020, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on August 6, 2020 (File No. 001-36004) and incorporated by reference herein).

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4.70	Sixth Supplemental Indenture, dated March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on March 3, 2021 (File No. 001-36004) and incorporated by reference herein).
4.71	Seventh Supplemental Indenture, dated March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed March 3, 2021 (File No. 001-36004) and incorporated by reference herein).
4.72	Eighth Supplemental Indenture, dated January 23, 2024, by and among Spirit Realty, L.P., Saints MD Subsidiary, Inc. (f/k/a Spirit Realty Capital, Inc.), as guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (filed as exhibit 4.9 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.73	Form of 4.450% Notes due September 15, 2026 issued on January 23, 2024 (filed as exhibit 4.11 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.74	Form of 3.200% Notes due January 15, 2027 issued on January 23, 2024 (filed as exhibit 4.12 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.75	Form of 2.100% Notes due March 15, 2028 issued on January 23, 2024 (filed as exhibit 4.13 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.76	Form of 4.000% Notes due July 15, 2029 issued on January 23, 2024 (filed as exhibit 4.14 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.77	Form of 3.400% Notes due January 15, 2030 issued on January 23, 2024 (filed as exhibit 4.15 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.78	Form of 3.200% Notes due February 15, 2031 issued on January 23, 2024 (filed as exhibit 4.16 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.79	Form of 2.700% Notes due February 15, 2032 issued on January 23, 2024 (filed as exhibit 4.17 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.80	Officers’ Certificate, dated January 23, 2024, 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 the terms of a new series of debt securities entitled “4.450% Notes due 2026,” a new series of debt securities entitled “3.200% Notes due 2027,” a new series of debt securities entitled “2.100% Notes due 2028,” a new series of debt securities entitled “4.000% Notes due 2029,” a new series of debt securities entitled “3.400% Notes due 2030,” a new series of debt securities entitled “3.200% Notes due 2031” and a new series of debt securities entitled “2.700% Notes due 2032” and including the forms of debt securities of each such series (filed as exhibit 4.18 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.81	Form of 5.375% Note due 2054 issued on August 26, 2024 (filed as exhibit 4.2 and contained in exhibit 4.3 to the Company's Form 8-K, filed on August 26, 2024 (File No. 001-13374) and incorporated herein by reference).
4.82	Officers’ Certificate dated August 26, 2024 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 the terms of a new series of debt securities entitled “5.375% Notes due 2054” and including the form of debt security (filed as exhibit 4.3 to the Company's Form 8-K, filed on August 26, 2024 (File No. 001-13374) and incorporated herein by reference).
4.83	Form of 5.000% Note due 2029 issued on September 4, 2024 (filed as exhibit 4.2 and contained in 4.4 to the Company's Form 8-K, filed on September 4, 2024 (File No. 001-13374) and incorporated herein by reference).
4.84	Form of 5.250% Note due 2041 issued on September 4, 2024 (filed as exhibit 4.3 and contained in exhibit 4.4 to the Company's Form 8-K, filed on September 4, 2024 (File No. 001-13374) and incorporated herein by reference).
4.85	Officers’ Certificate dated September 4, 2024 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 the terms of a new series of debt securities entitled “5.000% Notes due 2029” and a new series of debt securities entitled “5.250% Notes due 2041” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on September 4, 2024 (File No. 001-13374) and incorporated herein by reference).
4.86	Form of 5.125% Note due 2035 issued on April 10, 2025 (filed as exhibit 4.2 and contained in exhibit 4.3 to the Company's Form 8-K, filed on April 10, 2025 (File No. 001-13374) and incorporated herein by reference).
4.87	Officers’ Certificate dated April 10, 2025 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 the terms of a new series of debt securities entitled “5.125% Notes due 2035” and including the form of debt security (filed as exhibit 4.3 to the Company's Form 8-K, filed on April 10, 2025 (File No. 001-13374) and incorporated herein by reference).
4.88	Form of 3.375% Note due 2031 issued on June 20, 2025 (filed as exhibit 4.2 and contained in exhibit 4.4 to the Company's Form 8-K, filed on June 20, 2025 (File No. 001-13374) and incorporated herein by reference).
4.89	Form of 3.875% Note due 2035 issued on June 20, 2025 (filed as exhibit 4.3 and contained in exhibit 4.4 to the Company's Form 8-K, filed on June 20, 2025 (File No. 001-13374) and incorporated herein by reference).
4.90	Officers’ Certificate dated June 20, 2025 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “3.375% Notes due 2031” and a new series of debt securities entitled “3.875% Notes due 2035”and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on June 20, 2025 (File No. 001-13374) and incorporated herein by reference).
4.91	Form of 3.950% Note due 2029 issued on October 6, 2025 (filed as exhibit 4.2 and contained in exhibit 4.4 to the Company's Form 8-K, filed on October 6, 2025 (File No. 001-13374) and incorporated herein by reference).
4.92	Form of 4.500% Note due 2033 issued on October 6, 2025 (filed as exhibit 4.3 and contained in exhibit 4.4 to the Company's Form 8-K, filed on October 6, 2025 (File No. 001-13374) and incorporated herein by reference).

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4.93	Officers’ Certificate dated October 6, 2025 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 the terms of a new series of debt securities entitled “3.950% Notes due 2029” and a new series of debt securities entitled “4.500% Notes due 2033” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on October 6, 2025 (File No. 001-13374) and incorporated herein by reference).
4.94	Form of 3.500% Convertible Senior Note due 2029 issued on January 18, 2026 (filed as exhibit 4.2 and contained in exhibit 4.4 to the Company's Form 8-K, filed on January 8, 2026(File No. 001-13374) and incorporated herein by reference).
4.95	Indenture, dated as of January 8, 2026, between Realty Income Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. (filed as Exhibit 4.1 to theCompany's Form 8-K, filed on January 8, 2026 (File No. 001-13374) and incorporated by reference herein).
4.96*	Description of Securities.
Material Contracts
10.1+	Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on February 16, 2024, as a prospectus supplement to the Company's prospectus dated February 16, 2024 (File No. 333-277150) and incorporated herein by reference).
10.2+	Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 18, 2019 (File No. 001-13374) and incorporated herein by reference).
10.3+	Form of Participation Agreement to Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.2 to the Company's Form 8-K, filed on January 18, 2019 (File No. 001-13374) and incorporated herein by reference).
10.4+	Realty Income Corporation Retirement Policy, effective as of November 7, 2022 (filed as exhibit 10.29 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).
10.5+	Realty Income Corporation Deferred Compensation Plan, effective as of December 1, 2024 (filed as exhibit 10.1 to the Company's Form 8-K, filed on November 26, 2024 (File No. 001-13374) and incorporated herein by reference).
10.6+	Realty Income Corporation 2021 Incentive Award Plan (filed as Appendix B to the Company's Proxy Statement on Schedule 14A filed on April 01, 2021 (File No. 001-13374) and incorporated herein by reference).
10.7+	First Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.1 to the Company's Form 8-K, filed on November 1, 2021 (File No. 001-13374) and incorporated herein by reference).
10.8+	Second Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.8 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.9+	Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-8 filed on May 18, 2021 (File No. 333-256254) and incorporated herein by reference).
10.10+	Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2021, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.11+	Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.22 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.12+	Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.13+	Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.14+	Form of Restricted Stock Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.25 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).
10.15+	Form of Performance Share Award Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.27 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).
10.16+	Form of Deferred Restricted Stock Unit Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.16 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.17+	Form of Deferred Restricted Stock Unit Agreement for Executive Vice Presidents under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.17 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.18+	Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.18 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.19+	Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan(filed as Exhibit 10.19 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.20	Consent Letter, dated July 20, 2021, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as Exhibit 10.1 to the Company's Form 8-K filed on July 22, 2021 (File No. 001-13374) and incorporated herein by reference).
10.21	Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among the Company, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).

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10.22	Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among the Company, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit 10.2 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
10.23+	Third Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as Appendix B to the Company's Proxy Statement on Schedule 14A filed on March 26, 2025 (File No. 001-13374) and incorporated herein by reference).
10.24	Fourth Amended and Restated Credit Agreement, dated April 29, 2025, by and among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.1 to the Company's Form 8-K, filed on April 29, 2025 (File No. 001-13374) and incorporated herein by reference).https://www.sec.gov/Archives/edgar/data/726728/000110465925041299/tm2513380d1_ex10-1.htm
10.25	Credit Agreement, dated April 29, 2025, by and among the Fund Borrower, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.2 to the Company's Form 8-K, filed on April 29, 2025 (File No. 001-13374) and incorporated herein by reference).
10.26	First Amendment to Amended and Restated Term Loan Agreement, dated June 23, 2025, by and among the Company, as Borrower, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on June 23, 2025 (File No. 001-13374) and incorporated herein by reference).
10.27+	Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on May 15, 2025 (File No. 001-13374) and incorporated herein by reference).
10.28	Amended and Restated Term Loan Agreement, dated November 18, 2025, by and among the Company, as Borrower, the lenders party thereto, Toronto Dominion (Texas) LLC, as Administrative Agent, and the other parties named therein (filed as exhibit 10.1 to the Company’s Form 8-K, filed on November 18, 2025 (File No. 001-13374) and incorporated herein by reference).
10.29+	Amended and Restated Form Indemnification Agreement, between the Company and each executive officer and each director of the Board of Directors of the Company (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 30, 2014 (File No. 001-13374) and incorporated herein by reference).
Policy Relating to Recovery of Erroneously Awarded Compensation
97.1+	Realty Income Corporation Policy for Recovery of Erroneously Awarded Compensation, dated October 2, 2023 (filed as exhibit 97.1 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).
Insider Trading Policy
19.1	Insider Trading Compliance Policy (filed as Exhibit 19.1 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
Subsidiaries of the Registrant
21.1*	Subsidiaries of the Company.
Consents of Experts and Counsel
23.1*	Consent of Independent Registered Public Accounting Firm.
Certifications
31.1*	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**	Section 1350 Certifications as furnished by the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.o-123125ex32.htm
Interactive Data Files
101.INS*	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema Document.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document.
104*	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
**Furnished herewith.
+ Indicates a management contract or compensatory plan or arrangement

Item 16:                                  Form 10-K Summary

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REALTY INCOME CORPORATION

By:	/s/SUMIT ROY	Date: February 24, 2026
	Sumit Roy
	President, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/MICHAEL D. MCKEE	Date: February 24, 2026
	Michael D. McKee
	Non-Executive Chairman of the Board of Directors
By:	/s/PRISCILLA ALMODOVAR	Date: February 24, 2026
	Priscilla Almodovar
	Director
By:	/s/A. LARRY CHAPMAN	Date: February 24, 2026
	A. Larry Chapman
	Director
By:	/s/REGINALD H. GILYARD	Date: February 24, 2026
	Reginald H. Gilyard
	Director
By:	/s/MARY HOGAN PREUSSE	Date: February 24, 2026
	Mary Hogan Preusse
	Director
By:	/s/KIM HOURIHAN	Date: February 24, 2026
	Kim Hourihan
	Director
By:	/s/PRIYA CHERIAN HUSKINS	Date: February 24, 2026
	Priya Cherian Huskins
	Director
By:	/s/JEFF A. JACOBSON	Date: February 24, 2026
	Jeff A. Jacobson
	Director
By:	/s/GERARDO I. LOPEZ	Date: February 24, 2026
	Gerardo I. Lopez
	Director

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By:	/s/GREGORY T. MCLAUGHLIN	Date: February 24, 2026
	Gregory T. McLaughlin
	Director
By:	/s/SUMIT ROY	Date: February 24, 2026
	Sumit Roy
	Director, President, Chief Executive Officer
	(Principal Executive Officer)
By:	/s/JONATHAN PONG	Date: February 24, 2026
	Jonathan Pong
	Executive Vice President, Chief Financial Officer and Treasurer
	(Principal Financial Officer)
By:	/s/ NEALE REDINGTON	Date: February 24, 2026
	Neale Redington
	Senior Vice President, Chief Accounting Officer
	(Principal Accounting Officer)

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REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION

As of December 31, 2025

(dollars in thousands)

			Initial Cost to Company		Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description	Number of Properties (Note 1)	Encumbrances (Note 2)	Land	Buildings, Improvements and Acquisition Fees	Improvements	Carrying Costs	Land	Buildings, Improvements and Acquisition Fees	Total	Accumulated Depreciation (Note 5)	Date of Construction			Date Acquired
U.S.
Advertising	5	$—	$19,379	$71,676	$64	$—	$19,379	$71,740	$91,119	$9,797	1990	-	2009	3/26/2021	-	11/1/2021
Aerospace	9	—	10,043	232,817	6,555	—	10,043	239,372	249,415	64,180	1951	-	2024	6/20/2011	-	12/30/2025
Apparel	104	—	220,858	730,524	16,584	199	220,858	747,307	968,165	144,540	1962	-	2022	10/30/1987	-	2/12/2025
Automotive Collision Service	294	—	229,450	625,505	6,841	10	229,450	632,356	861,806	108,821	1920	-	2025	8/30/2002	-	12/18/2025
Automotive Parts	475	—	202,095	585,757	8,614	827	202,095	595,198	797,293	155,171	1965	-	2022	8/6/1987	-	11/20/2025
Automotive Service	982	—	719,535	1,603,937	2,956	140	719,535	1,607,033	2,326,568	259,893	1920	-	2025	10/2/1985	-	1/14/2025
Automotive Tire Services	256	—	214,547	489,533	1,801	55	214,547	491,389	705,936	174,283	1947	-	2024	11/27/1985	-	1/23/2024
Beverage	19	—	184,575	188,413	1,113	—	184,575	189,526	374,101	76,429	1950	-	2020	6/25/2010	-	6/25/2025
Child Care	362	—	196,576	450,587	8,694	640	196,576	459,921	656,497	152,830	1949	-	2025	12/22/1981	-	12/30/2025
Consumer Appliances	1	—	4,275	29,317	88	—	4,275	29,405	33,680	1,636	2020	-	2020	1/23/2024	-	1/23/2024
Consumer Electronics	35	—	68,588	186,854	3,480	51	68,588	190,385	258,973	34,564	1984	-	2023	6/9/1997	-	12/5/2025
Consumer Goods	6	—	29,219	145,827	6,803	—	29,219	152,630	181,849	43,516	2004	-	2011	1/22/2013	-	1/23/2024
Convenience Stores	2,504	—	2,204,659	3,577,055	(551)	145	2,204,659	3,576,649	5,781,308	832,841	1922	-	2025	3/3/1995	-	12/30/2025
Crafts and Novelties	62	—	129,788	452,206	7,811	440	129,788	460,457	590,245	80,615	1973	-	2024	11/26/1996	-	11/7/2025
Diversified Industrial	60	—	125,614	598,613	18,012	—	125,614	616,625	742,239	76,846	1940	-	2022	9/19/2012	-	9/30/2024
Dollar Stores	3,124	—	970,577	2,840,196	(7,673)	9	970,577	2,832,532	3,803,109	740,402	1921	-	2025	2/3/1998	-	12/30/2025
Drug Stores	591	—	766,129	2,063,771	3,428	100	766,129	2,067,299	2,833,428	621,264	1958	-	2015	2/9/2005	-	9/30/2024
Education	18	—	28,586	67,565	1,392	62	28,586	69,019	97,605	21,372	1957	-	2024	12/19/1984	-	11/22/2022
Energy	51	—	45,102	172,020	1,235	—	45,102	173,255	218,357	13,211	1962	-	2023	11/1/2021	-	1/23/2024
Entertainment	80	—	225,997	640,551	59,932	—	225,997	700,483	926,480	64,689	1959	-	2024	3/31/1999	-	1/23/2024
Equipment Services	47	—	40,924	132,476	3,402	—	40,924	135,878	176,802	26,679	1965	-	2022	7/3/2003	-	1/23/2024
Financial Services	331	—	161,596	422,256	543	97	161,596	422,896	584,492	127,779	1807	-	2015	3/10/1987	-	1/23/2024
Food Processing	30	—	83,396	471,851	2,512	—	83,396	474,363	557,759	47,479	1958	-	2024	12/20/2012	-	1/6/2025
General Merchandise	328	—	487,613	1,411,105	9,883	463	487,613	1,421,451	1,909,064	270,612	1954	-	2025	12/23/1998	-	12/30/2025
Gaming	1	—	419,464	1,277,403	—	—	419,464	1,277,403	1,696,867	112,533	2019	-	2019	12/1/2022	-	12/1/2022
Grocery	273	—	573,793	1,541,198	7,776	325	573,793	1,549,299	2,123,092	378,204	1947	-	2024	9/30/2003	-	9/17/2025
Health and Beauty	8	—	6,696	58,808	198	—	6,696	59,006	65,702	11,446	1999	-	2017	2/23/1999	-	3/22/2023
Health and Fitness	183	—	476,934	2,103,783	17,424	172	476,934	2,121,379	2,598,313	497,409	1943	-	2025	5/31/1995	-	9/29/2025
Health Care	527	32,007	362,428	1,247,197	17,217	198	362,428	1,264,612	1,627,040	211,048	1922	-	2023	12/18/1984	-	12/29/2025
Home Furnishings	206	—	243,888	562,338	9,313	119	243,888	571,770	815,658	93,896	1947	-	2024	1/24/1984	-	1/23/2024
Home Improvement	290	5,887	734,225	1,398,788	83,934	35	734,225	1,482,757	2,216,982	267,792	1863	-	2025	12/22/1986	-	12/17/2025
Insurance	1	—	754	2,840	—	—	754	2,840	3,594	364	2006	-	2006	10/17/2022	-	10/17/2022
Jewelry	5	—	5,367	58,688	—	—	5,367	58,688	64,055	12,158	1997	-	2008	1/22/2013	-	11/1/2021
Machinery	4	—	6,577	69,225	1,991	—	6,577	71,216	77,793	13,105	1969	-	2021	7/31/2012	-	3/22/2023
Motor Vehicle Dealerships	91	—	317,912	574,325	1,976	—	317,912	576,301	894,213	136,618	1962	-	2023	11/29/2003	-	12/30/2025
Office Supplies	17	—	19,706	48,882	1,095	339	19,706	50,316	70,022	9,716	1978	-	2014	5/30/1997	-	1/23/2024
Oil & Gas	1	—	754	436	—	—	754	436	1,190	34	1993	-	1993	1/23/2024	-	1/23/2024
Other Manufacturing	45	—	69,439	431,192	3,442	240	69,439	434,874	504,313	46,547	1949	-	2024	1/22/2013	-	10/17/2025
Packaging	36	—	74,715	422,977	4,505	—	74,715	427,482	502,197	75,250	1956	-	2016	6/3/2011	-	9/29/2025
Paper	2	—	2,462	11,935	45	—	2,462	11,980	14,442	5,964	2002	-	2006	5/2/2011	-	12/21/2012

F-1

Table of Contents

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

As of December 31, 2025

(dollars in thousands)

			Initial Cost to Company		Cost Capitalized Subsequent to Acquisition		Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description	Number of Properties (Note 1)	Encumbrances (Note 2)	Land	Buildings, Improvements and Acquisition Fees	Improvements	Carrying Costs	Land	Buildings, Improvements and Acquisition Fees	Total	Accumulated Depreciation (Note 5)	Date of Construction			Date Acquired
Pet Supplies and Services	145										1945	-	2023	12/22/1981	-	12/9/2024
Restaurants-Casual	871	—	707,310	1,524,232	5,576	1,318	707,310	1,531,126	2,238,436	360,164	1927	-	2025	8/1/1984	-	12/30/2025
Restaurants-Quick Service	2,042	—	1,019,821	2,060,268	2,855	174	1,019,821	2,063,297	3,083,118	473,399	1926	-	2025	12/9/1976	-	12/30/2025
Shoe Stores	7	—	7,546	44,688	349	215	7,546	45,252	52,798	17,057	1990	-	2025	3/26/1998	-	8/4/2025
Sporting Goods	70	—	172,542	437,490	7,431	178	172,542	445,099	617,641	94,012	1950	-	2020	10/17/2001	-	1/23/2024
Telecommunications	6	—	4,688	12,630	611	11	4,688	13,252	17,940	3,785	1990	-	2016	6/26/1998	-	1/23/2024
Theaters	97	—	262,870	763,413	11,765	—	262,870	775,178	1,038,048	336,842	1930	-	2018	7/27/2000	-	10/29/2025
Transportation Services	92	—	232,078	1,196,337	25,693	402	232,078	1,222,432	1,454,510	333,072	1967	-	2020	4/1/2003	-	12/31/2025
Warehousing and Storage	2	—	1,442	15,178	—	—	1,442	15,178	16,620	4,257	1979	-	2007	1/22/2013	-	11/1/2021
Wholesale Club	69	—	353,564	899,101	51	—	353,564	899,152	1,252,716	248,674	1985	-	2021	9/30/2011	-	1/27/2025
Other U.S.	33	—	65,880	177,863	9,811	—	65,880	187,674	253,554	20,302	1964	-	2021	8/18/1986	-	11/19/2024
Europe
Apparel	10	—	102,735	260,703	1,519	—	102,735	262,222	364,957	19,647	1850	-	2008	4/19/2021	-	11/21/2025
Automotive Parts	2	—	4,142	8,173	65	—	4,142	8,238	12,380	875	1980	-	1996	6/17/2022	-	9/28/2023
Automotive Tire Services	3	—	1,803	5,500	—	—	1,803	5,500	7,303	1,054	1974	-	1994	3/9/2021	-	3/9/2021
Consumer Electronics	7	—	82,298	125,557	1,683	—	82,298	127,240	209,538	6,090	1972	-	2006	3/4/2022	-	12/9/2025
Convenience Stores	3	—	13,537	6,947	—	—	13,537	6,947	20,484	1,064	1982	-	2021	12/21/2021	-	9/20/2023
Diversified Industrial	5	—	31,168	61,076	992	—	31,168	62,068	93,236	6,010	1980	-	2020	7/22/2021	-	3/30/2023
Drug Stores	1	—	—	—	—	—	—	—	—	—	1990	-	1990	1/31/2023	-	1/31/2023
Energy	1	—	10,101	11,279	—	—	10,101	11,279	21,380	1,278	2020	-	2020	1/13/2022	-	1/13/2022
Entertainment	1	—	24,051	37,911	384	—	24,051	38,295	62,346	6,015	1993	-	1993	1/13/2022	-	1/13/2022
Financial Services	1	—	137,225	24,836	4,372	—	137,225	29,208	166,433	853	1934	-	1934	11/12/2024	-	11/12/2024
Food Processing	7	—	35,372	95,970	4,952	—	35,372	100,922	136,294	10,832	1950	-	2021	11/30/2021	-	2/23/2023
General Merchandise	31	—	281,544	384,949	12,017	—	281,544	396,966	678,510	36,291	1980	-	2021	8/25/2021	-	9/26/2025
Grocery	249	—	2,034,832	3,346,349	12,108	—	2,034,832	3,358,457	5,393,289	419,186	1800	-	2025	5/23/2019	-	12/22/2025
Health and Fitness	3	—	44,940	57,013	1,626	—	44,940	58,639	103,579	5,040	1997	-	2020	3/24/2022	-	3/28/2025
Health Care	6	—	28,694	55,306	30	—	28,694	55,336	84,030	7,586	1969	-	2006	3/23/2020	-	9/7/2022
Home Furnishings	21	—	187,000	334,556	6,156	—	187,000	340,712	527,712	31,996	1980	-	2019	4/9/2021	-	3/25/2025
Home Improvement	107	—	945,448	1,361,460	5,469	—	945,448	1,366,929	2,312,377	148,804	1890	-	2024	7/31/2020	-	12/10/2025
Machinery	1	—	16,460	19,227	—	—	16,460	19,227	35,687	272	1991	-	1991	7/3/2025	-	7/3/2025
Motor Vehicle Dealerships	3	—	17,299	29,733	—	—	17,299	29,733	47,032	4,363	1990	-	2005	2/11/2022	-	9/27/2022
Other Manufacturing	5	—	62,956	296,505	5	—	62,956	296,510	359,466	7,169	1912	-	2024	4/6/2022	-	4/24/2025
Restaurants-Quick Service	30	—	20,135	46,837	105	—	20,135	46,942	67,077	2,748	1990	-	2023	3/17/2021	-	12/16/2024
Sporting Goods	89	—	262,730	513,309	6,352	—	262,730	519,661	782,391	49,384	1950	-	2021	8/5/2022	-	3/25/2025
Theaters	2	—	20,354	43,246	547	—	20,354	43,793	64,147	1,893	1990	-	2011	12/18/2019	-	11/27/2024
Transportation Services	9	—	151,957	440,927	35,170	—	151,957	476,097	628,054	5,251	1970	-	2025	1/6/2022	-	12/12/2025
Warehousing and Storage	2	—	67,311	92,410	484	—	67,311	92,894	160,205	7,905	2002	-	2025	3/11/2021	-	4/27/2023
Wholesale Club	8	—	60,252	108,900	—	—	60,252	108,900	169,152	13,529	1966	-	2002	10/28/2022	-	2/9/2024
Other Europe	7	—	127,376	—	38,826	—	127,376	38,826	166,202	—	—	-	—	9/29/2023	-	11/4/2025
	15,512	37,894	18,430,717	43,340,206	523,956	7,203	18,430,717	43,871,365	62,302,082	8,796,740

All values are in US Dollars.

F-2

Table of Contents

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

As of December 31, 2025

(dollars in thousands)

Note 1.	Realty Income Corporation owns or holds interests in 14,717 single-tenant properties in the U.S., our corporate headquarters property in San Diego, California, 230 single-tenant properties in the U.K., and 218 single-tenant properties elsewhere in Europe. Crest Net Lease, Inc. owns two single-tenant properties in the U.S.Realty Income Corporation also owns or holds interests in 174 multi-tenant properties in the U.S., 140 multi-tenant properties in the U.K., and 30 multi-tenant properties elsewhere in Europe.
Note 2.	Includes mortgages payable secured by 14 properties and excludes unamortized net discounts and deferred financing costs of 0.1 million.
Note 3.	The aggregate cost for federal income tax purposes for Realty Income Corporation is 71.0 billion and for Crest Net Lease, Inc. is 11.6 million.
Note 4.	The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands):		2024		2023
	Balance at beginning of period	58,401,234	$	49,642,486	$	42,689,699
	Additions during period:
	Acquisitions and development		3,200,339		7,239,885
	Merger additions (1)		6,838,500		—
	Less amounts allocated to acquired lease intangible assets and liabilities		(253,904)		(484,096)
	Improvements		122,887		54,904
	Other (leasing costs and building adjustments) (2)		46,484		49,504
	Total additions		9,954,306		6,860,197
	Deductions during period:
	Cost of real estate sold		658,645		125,166
	Cost of equipment sold		24		11
	Releasing costs		—		—
	Other (3)		275,324		111,851
	Total deductions		933,993		237,028
	Foreign currency translation		(261,565)		329,618
	Balance at end of period	62,302,082	$	58,401,234	$	49,642,486
	(1) Represents acquired assets from the Merger. For further information, see note 2, Merger with Spirit Realty Capital, Inc., to our consolidated financial statements.
	(2) The year ended December 31, 2024 includes contributions of 46.5 million RI LP Op Units. The year ended December 31, 2023 includes contributions to joint ventures of 38.4 million and reclassification of 11.3 million right of use assets under finance leases.
	(3) The year ended December 31, 2025 includes 6.7 million for building razed and 502.9 million of impairment (inclusive of 68.9 million included in accumulated depreciation activity below). The year ended December 31, 2024 includes 7.7 million for building razed and 267.6 million of impairment. The year ended December 31, 2023 includes 14.0 million for building razed and 97.5 million of impairment.

All values are in US Dollars.

F-3

Table of Contents

REALTY INCOME CORPORATION AND SUBSIDIARIES

SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

As of December 31, 2025

(dollars in thousands)

Note 5.	The following is a reconciliation of accumulated depreciation for the years ended (in thousands):	2025		2024		2023
	Balance at Beginning of Period	$	7,396,924	$	6,096,736	$	4,908,658
	Additions During Period - Provision for Depreciation	1,623,713		1,508,492		1,233,709
	Deductions During Period:
	Accumulated depreciation of real estate and equipment sold or disposed of	265,879		197,932		57,609
	Foreign Currency Translation	41,982		(10,372)		11,978
	Balance at Close of Period	$	8,796,740	$	7,396,924	$	6,096,736
	Please see note 1, Summary of Significant Accounting Policies, to our consolidated financial statements for information regarding lives used for depreciation and amortization.
Note 6.	In 2025, provisions for impairment were recorded on 395 Realty Income properties.
	In 2024, provisions for impairment were recorded on 237 Realty Income properties.
	In 2023, provisions for impairment were recorded on 112 Realty Income properties.
	See report of independent registered public accounting firm.

F-4

Document

Exhibit 4.96

DESCRIPTION OF SECURITIES

As of December 31, 2025, Realty Income Corporation, a Maryland corporation (“Realty Income,” “we,” “us,” and the “Company”), had fourteen classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) our common stock, $0.01 par value per share (“common stock”); (ii) our 1.125% Notes due 2027 (the “July 2027 notes”); (iii) our 1.875% Notes due 2027 (the “January 2027 notes”); (iv) our 5.000% Notes due 2029 (the “2029 notes”); (v) our 1.625% Notes due 2030 (the “October 2030 notes”); (vi) our 4.875% Notes due 2030 (the “July 2030 notes”); (vii) our 3.375% Notes due 2031 (the “June 2031 notes”); (viii) our 5.750% Notes due 2031 (the “December 2031 notes”); (ix) our 1.750% Notes due 2033 (the “2033 notes”); (x) our 5.125% Notes due 2034 (the “2034 notes”); (xi) our 3.875% Notes due 2035 (the “2035 notes”); (xii) our 6.000% Notes due 2039 (the “2039 notes”); (xiii) our 5.250% Notes due 2041 (the “2041 notes”); and (xiv) our 2.500% Notes due 2042 (the “2042 notes”, together with the July 2027 notes, January 2027 notes, 2029 notes, October 2030 notes, July 2030 notes, June 2031 notes, December 2031 notes, 2033 notes, 2034 notes, 2025 notes, 2039 notes and 2041 notes, the “notes”). Our common stock and notes are listed on The New York Stock Exchange (“NYSE”) under the ticker symbols “O,” “O27A,” “O27B,” “O29B,” “O30,” “O30B,” “O31A,” “O31B,” “O33A,” “O34,” “O35B,” “O39,” “O41,” and “O42,” respectively.

DESCRIPTION OF COMMON STOCK

The following description of some of the terms of the common stock, our charter (as amended, supplemented, corrected or restated from time to time, the “charter”), our amended and restated bylaws (as further amended or restated from time to time, the “bylaws”), and the Maryland General Corporation Law (the “MGCL”) does not purport to be complete and is subject to and qualified in its entirety by reference to the MGCL and our charter and the bylaws. Copies of our most recent charter and bylaws, and any subsequent amendments thereto, have been filed or incorporated by reference as exhibits to our most recent Annual Report on Form 10-K or a subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by us with the Securities and Exchange Commission (the “SEC”). You may obtain copies of any of those documents by visiting the SEC website at http://www.sec.gov.

General

We have authority to issue 1,300,000,000 shares of common stock and 69,900,000 shares of preferred stock, $0.01 par value per share (“preferred stock”).

Common Stock

Subject to the preferential rights of any other class or series of our stock and to the provisions of our charter regarding the restrictions on ownership and transfer of stock, holders of our common stock are entitled to receive dividends when, as and if authorized by our board of directors and declared by us out of assets legally available therefor. The terms of any preferred stock we may issue in the future may provide for restrictions or prohibitions on the payment of dividends on, and the purchase of, our common stock and may also provide for holders of that class or series of preferred stock to receive preferential distributions in the event of our liquidation, dissolution or winding up before any payments may be made on our common stock.

For information concerning any class or series of our preferred stock that may be outstanding from time to time, see the articles supplementary classifying and designating the shares of such class or series of preferred stock, which have been or will be, as the case may be, filed or incorporated by reference as an exhibit to our most recent Annual Report on Form 10-K or a subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by us with the SEC, and the description of any such class or series of our preferred stock contained in the applicable Registration Statement on Form 8-A, including any amendments and reports filed for the purpose of updating such description, which have been or will be filed by us with the SEC. You may obtain copies of any of these documents by visiting the SEC’s website at http://www.sec.gov.

Our charter authorizes our board of directors to classify and reclassify any unissued shares of our common stock or preferred stock into other classes or series of stock and to establish the number of shares in each class or series and to set the terms, preferences, conversion and other rights, voting powers, restrictions, limitations as to transferability, dividends or other distributions, qualifications or terms or conditions of redemption for each such class or series. Thus, the board of directors could cause the issuance of shares of preferred stock with dividend rights, rights to distributions in the event of our liquidation, dissolution or winding up, voting rights or other rights that could adversely affect the rights of holders of our common stock or delay or prevent a tender offer or change of control of the Company that might involve a premium price for shares of our common stock or otherwise be in their best interests, any of which could adversely affect the market price of our common stock.

Subject to the provisions of our charter regarding the restrictions on ownership and transfer of our common stock (see “— Restrictions on Ownership and Transfers of Common Stock” below) and the terms of any other class or series of our stock, each outstanding share of our common stock entitles the holder to one vote on all matters submitted to a vote of stockholders, including the election of directors (other than any directors to be elected exclusively by holders of our outstanding preferred stock or any other class or series of our stock). Except as provided with respect to any other class or series of stock, the holders of shares of our common stock will possess the exclusive voting power.

Holders of our common stock do not have cumulative voting rights in the election of directors, which means that holders of more than 50% of all the shares of our common stock voting for the election of directors can elect all the directors standing for election (other than any directors to be elected exclusively by holders of our outstanding preferred stock or any other class or series of our stock) at the time if they choose to do so, and the holders of the remaining shares of our common stock cannot elect any such directors. All of our directors currently serve for a term ending at the next annual meeting of stockholders following their election and until their respective successors are duly elected and qualified. Holders of shares of common stock do not have preemptive rights, which means they have no right under the charter, bylaws, or Maryland law to acquire any additional shares of common stock that may be issued by us at a subsequent date. Holders of shares of common stock have no preference, conversion, exchange, sinking fund or redemption rights. Under Maryland law, stockholders generally are not liable for the corporation’s debts or obligations.

Under the MGCL, a Maryland corporation generally cannot dissolve, amend its charter, merge, convert into another entity, sell all or substantially all of its assets, engage in a share exchange or engage in similar transactions outside the ordinary course of business unless approved by its stockholders by the affirmative vote of two-thirds of the votes entitled to be cast on the matter unless a lesser percentage (but not less than a majority of all of the votes entitled to be cast on the matter) is set forth in the corporation’s charter. Our charter provides that any such action shall be effective if approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. Because the term “substantially all” of a corporation’s assets is not defined in the MGCL, it is subject to Maryland common law and to judicial interpretation and review in the context of the unique facts and circumstances of any particular transaction. Accordingly, there may be uncertainty as to whether a sale of “substantially all” of our assets has taken place within the meaning of the MGCL provisions described above.

Restrictions on Ownership and Transfers of Stock

To maintain our status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), no more than 50% in value of our outstanding shares of stock may be owned, actually or constructively, by or for five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year. In addition, if we, or an owner of 10% or more of our stock, actually or constructively owns 10% or more of a tenant of ours (or a tenant of any partnership or limited liability company that is treated as a partnership for federal income tax purposes in which we are a partner or member), the rent received by us (either directly or through one or more subsidiaries) from that tenant will not be qualifying income for purposes of the REIT gross income tests of the Code. A REIT’s stock must also be beneficially owned by 100 or more persons during at least 335 days of a taxable year of twelve months or during a proportionate part of a shorter taxable year.

Because we expect to continue to qualify as a REIT, our charter contains restrictions on the ownership and transfer of our common stock which, among other purposes, are intended to assist us in complying with applicable Code requirements. Our charter provides that, subject to certain specified exceptions, no person or entity may own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (by value or by number of shares, whichever is more restrictive) of our outstanding shares of common stock. We refer to this restriction as the “ownership limit.” The constructive ownership rules of the Code are complex, and may cause shares of common stock owned actually or constructively by a group of related individuals and/or entities to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of the shares of our common stock (or the acquisition of an interest in an entity that owns, actually or constructively, shares of our common stock) by an individual or entity, could nevertheless cause that individual or entity, or another individual or entity, to constructively own more than 9.8% of our outstanding shares of common stock and thus violate the ownership limit, or any other limit as provided in our charter or as otherwise permitted by our board of directors. Our board of directors may, but in no event is required to, exempt from the ownership limit a particular stockholder if it determines that such ownership will not jeopardize our status as a REIT. As a condition of such exemption, the board of directors may require a ruling from the Internal Revenue Service or an opinion of counsel satisfactory to it and/or undertakings or representations from the applicant with respect to preserving our REIT status.

Our charter further prohibits (1) any person from actually or constructively owning shares of our common stock that would result in our being “closely held” under Section 856(h) of the Code or otherwise cause us to fail to qualify as a REIT, and (2) any person from transferring shares of our common stock if such transfer would result in shares of our capital stock being beneficially owned by fewer than 100 persons (determined without reference to any rules of attribution).

Any person who acquires or attempts to acquire actual or constructive ownership of shares of our common stock that would violate any of the foregoing restrictions on transferability and ownership is required to give written notice to us immediately and provide us with such other information as we may request in order to determine the effect of such transfer on our status as a REIT. The foregoing restrictions on transferability and ownership will not apply if our board of directors determines that it is no longer in our best interest to attempt to qualify, or to continue to qualify, as a REIT and such determination is approved by the affirmative vote of holders of not less than two-thirds of all votes entitled to be cast on the matter, as required by our charter. Except as otherwise described above, any change in the ownership limit would require an amendment to our charter. We anticipate that any class or series of preferred stock that we may issue in the future will be subject to similar restrictions.

Pursuant to our charter, if any purported transfer of common stock or any other event would result in any person violating the ownership limit or such other limit as provided in our charter, or as otherwise permitted by our board of directors, or result in our being “closely held” under Section 856(h) of the Code, or otherwise cause us to fail to qualify as a REIT, then the number of shares that would otherwise cause such violation or result (rounded up to the nearest whole share) will be transferred automatically to a trust, the beneficiary of which will be a qualified charitable organization selected by us. Such automatic transfer will be deemed to be effective as of the close of business on the business day prior to the date of such violative transfer.

Within 20 days of receiving notice from us of the transfer of shares to the trust, the trustee of the trust (who shall be designated by us and be unaffiliated with us and any prohibited transferee or prohibited owner) will be required to sell such shares to a person or entity who could own the shares without violating the ownership limit, or any other limit as provided in our charter or as otherwise permitted by our board of directors, and distribute to the prohibited transferee or prohibited owner, as applicable, an amount equal to the lesser of (1) the price paid by the prohibited transferee or prohibited owner for such shares or (2) the net sales proceeds received by the trust for such shares. In the case of any event other than a transfer, or in the case of a transfer for no consideration (such as a gift), the trustee will be required to sell such shares to a qualified person or entity and distribute to the prohibited owner an amount equal to the lesser of (1) the market price (determined as provided in our charter) of such shares as of the date of the event resulting in the transfer or (2) the net sales proceeds received by the trust for such shares. In either case, any proceeds in excess of the amount distributable to the prohibited transferee or prohibited owner, as applicable, will be distributed to the beneficiary. Prior to a sale of any such shares by the trust, the trustee will be entitled to receive, in trust for the beneficiary, all dividends and other distributions paid by us with respect to such shares, and also will be entitled to exercise all voting rights with respect to such shares.

Subject to Maryland law, effective as of the date that such shares have been transferred to the trust, the trustee will have the authority (at the trustee’s sole discretion) (1) to rescind as void any vote cast by a prohibited transferee or prohibited owner, as applicable, prior to the discovery by us that such shares have been transferred to the trust and (2) to recast such vote in accordance with the desires of the trustee acting for the benefit of the beneficiary. However, if we have already taken irreversible corporate action, then the trustee will not have the authority to rescind and recast that vote. Any dividend or other distribution paid to the prohibited transferee or prohibited owner prior to the discovery by us that such shares had been automatically transferred to a trust as described above will be required to be repaid to the trustee upon demand for distribution to the beneficiary. In the event that the transfer to the trust as described above is not automatically effective (for any reason) to prevent violation of the ownership limit or any other limit as provided in our charter or as otherwise permitted by our board of directors, then, per our charter, the transfer of such shares will be void.

In addition, shares of our common stock held in the trust will be deemed to have been offered for sale to us, or our designee, at a price per share equal to the lesser of (1) the price per share in the transaction that resulted in such transfer to the trust (or, in the case of a devise or gift, the market price at the time of such devise or gift) and (2) the market price on the date we, or our designee, accept such offer. We will have the right to accept such offer until the trustee has sold the shares of common stock held in the trust. Upon such a sale to us, the interest of the beneficiary in the shares sold will terminate and the trustee must distribute the net proceeds of the sale to the prohibited transferee or prohibited owner, and any dividends or other distributions held by the trustee with respect to such shares will be paid to the beneficiary.

If any purported transfer of shares of common stock would cause us to be beneficially owned by fewer than 100 persons, such transfer will be null and void in its entirety and the intended transferee will acquire no rights to the stock.

All certificates representing shares of our common stock will bear a legend referring to the restrictions described above. In lieu of such legend, a certificate may state that we will furnish a full statement of the restrictions on ownership and transfer on request and without charge. The foregoing ownership limitations could delay, defer or prevent a transaction or a change in control of the Company that might involve a premium price for our common stock or otherwise be in the best interests of stockholders.

As set forth in the U.S. Treasury (the “Treasury”) regulations promulgated under the Code, every owner of a specified percentage (or more) of the outstanding shares of our stock (including both common stock and preferred stock) must file a completed questionnaire with us containing information regarding their ownership of such shares. Under current Treasury regulations, the percentage will be set between 0.5% and 5.0%, depending upon the number of record holders of our shares of stock. Under our charter, each common stockholder shall upon demand be required to disclose to us in writing such information as we may request, in good faith, in order to determine the effect, if any, of such common stockholder’s actual and constructive ownership of common stock on our status as a REIT and to ensure compliance with the ownership limit, or any other limit as provided in our charter or as otherwise permitted by our board of directors.

The transfer restrictions and limitations described above could delay or prevent a tender offer or change in control of the Company or reduce the possibility that a third party will attempt such a transaction, even if a tender offer or a change in control were in our stockholders’ best interests or involved a premium price for our stock, which could adversely affect the market price of our common stock or any class or series of our preferred stock.

Election and Removal of Directors

Our charter and bylaws provide that our board of directors may establish the number of directors of the Company as long as the number is not fewer than the minimum number required under the MGCL, which is one, nor, unless our bylaws are amended, more than 15.

Pursuant to our charter, each of our directors is elected by our stockholders to serve until the next annual meeting of stockholders following his or her election and until his or her successor is duly elected and qualifies.

Pursuant to our bylaws, directors in uncontested elections are elected upon the affirmative vote of a majority of the total votes cast for and against such nominee by the holders of shares represented and entitled to vote at a duly called meeting of stockholders, and directors in contested elections are elected by the affirmative vote of a plurality of the votes cast by the holders of shares represented and entitled to vote. In both uncontested and contested elections, holders of shares of our common stock have no right to cumulative voting in the election of directors. Consequently, at each annual meeting of stockholders, the holders of a majority of the shares of our common stock will be able to elect all of our directors.

Under the MGCL and our bylaws, except as otherwise provided in the terms of any class or series of our stock, vacancies on our board of directors created by any reason other than an increase in the number of directors may be filled by a majority of the remaining directors, even if the remaining directors do not constitute a quorum, and any vacancy in the number of directors created by an increase in the number of directors may be filled by a majority vote of the entire board. Any individual elected to fill a vacancy will serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies.

Our charter provides that, subject to the rights of holders of shares of one or more classes or series of preferred stock to elect or remove one or more directors, a director may be removed at any time, but only for cause (as defined in our charter) and by the affirmative vote of stockholders entitled to cast a majority of the votes entitled to be cast generally in the election of directors.

Amendment to Charter and Bylaws

Except as provided in the MGCL, amendments to our charter must be advised by our board of directors and approved by the affirmative vote of our stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Our board of directors generally has the power to amend our bylaws; provided, that, amendments to certain provisions in our bylaws related to a written statement required to be furnished to stockholders in the event of certain distributions, our investment policy and restrictions, an annual report to stockholders and the definitions used in those sections of our bylaws must be approved by the affirmative vote of our

stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Additionally, stockholders may alter or repeal any provision of our bylaws and adopt new bylaw provisions with the affirmative vote of a majority of all votes entitled to be cast on the matter pursuant to a binding proposal that is properly submitted by stockholders for approval at a duly called annual meeting or special meeting of stockholders.

Maryland Business Combination Act

Under the MGCL, certain “business combinations” (including certain issuances of equity securities) between a Maryland corporation and any person who beneficially owns, directly or indirectly, ten percent or more of the voting power of the corporation’s outstanding voting stock, or an affiliate or associate of the corporation who beneficially owned, directly or indirectly, ten percent or more of the voting power at any time within the preceding two years, in each case referred to as an “interested stockholder,” or an affiliate thereof, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, any such business combination must be approved by two super-majority stockholder votes unless, among other conditions, the corporation’s common stockholders receive a minimum price (as defined in the MGCL) for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its shares of common stock. The business combination provisions of the MGCL do not apply, however, to business combinations that are approved or exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder. These provisions of the MGCL may delay, defer or prevent a transaction or a change of control of our Company that might involve a premium price for our common stock or any class or series of our preferred stock, or otherwise be in the best interests of our stockholders.

Maryland Control Share Acquisition Act

The MGCL provides that holders of “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares of stock owned by the acquirer, by officers of the corporation or by employees who are also directors of the corporation. “Control shares” are voting shares of stock which, if aggregated with all other such shares of stock previously acquired by the acquiror or in respect of which the acquiror is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: (1) one-tenth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more of all voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition, upon satisfaction of certain conditions (including an undertaking to pay expenses), may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50 days of demand to consider the voting rights of the shares. If no request for a meeting is made, the corporation may itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as required by the statute, then, subject to certain conditions and limitations, the corporation may redeem for fair value any and all of the control shares (except those for which voting rights have previously been approved). Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last control share acquisition by the acquiror or, if a meeting of stockholders is held at which the voting rights of such shares are considered and not approved, as of the date of the meeting. If voting rights for control shares are approved at a stockholders meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights, meaning that they may require us to repurchase their shares for their appraised value as determined pursuant to the MGCL. The fair value of the shares as determined for purposes of such appraisal rights may not be less than the highest price per share paid by the acquiror in the control share acquisition.

The control share acquisition statute does not apply to (1) shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (2) acquisitions exempted by the charter or bylaws of the corporation, adopted at any time before the acquisition of the shares.

As permitted by the MGCL, our bylaws contain a provision exempting us from the control share acquisition statute. That bylaw provision states that the control share statute shall not apply to any acquisition by any person of shares of our stock. Our board of directors may, without the consent of any of our stockholders, amend or eliminate this bylaw provision at any time, which means that we would then become subject to the Maryland control share acquisition statute, and there can be no assurance that such provision will not be amended or eliminated by our board of directors at any time in the future.

Subtitle 8

Subtitle 8 of Title 3 of the MGCL permits a Maryland corporation with a class of equity securities registered under the Exchange Act, and at least three independent directors to elect, by provision in its charter or bylaws or a resolution of its board of directors and notwithstanding any contrary provision in the charter or bylaws, to be subject to any or all of five provisions, including:

•a classified board;

•a two-thirds vote requirement for removing a director;

•a requirement that the number of directors be fixed only by vote of the board of directors;

•a requirement that a vacancy on the board of directors be filled only by a vote of the remaining directors in office and for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies; and

•a majority requirement for the calling of a stockholder-requested special meeting of stockholders.

We have not elected to be subject to any of the provisions of Subtitle 8, including the provisions that would permit us to classify our board of directors or increase the vote required to remove a director without stockholder approval. Through provisions in our charter and bylaws unrelated to Subtitle 8, we (1) vest in our board of directors the exclusive power to fix the number of directors and (2) require, unless called by our chairman, our chief executive officer, our president or our board of directors, the request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting to call a special meeting of stockholders. The provisions of Subtitle 8 expressly provide that Subtitle 8 does not limit the power of a Maryland corporation, by provision in its charter, to confer on the holders of any class or series of preferred stock the right to elect one or more directors or designate the terms and voting powers of directors, which may vary among directors.

Special Meetings of Stockholders

Pursuant to our bylaws, our chairman, our chief executive officer, our president or our board of directors may call a special meeting of our stockholders. Subject to the provisions of our bylaws, a special meeting of our stockholders to act on any matter that may properly be considered by our stockholders will also be called by our secretary upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast at the meeting on such matter, accompanied by the information required by our bylaws. Our secretary will inform the requesting stockholders of the reasonably estimated cost of preparing and mailing or delivering the notice of meeting (including our proxy materials), and the requesting stockholder must pay such estimated cost before our secretary may prepare and deliver the notice of the special meeting.

Proxy Access

Our bylaws include provisions permitting, subject to certain eligibility, procedural and disclosure requirements, qualifying stockholders, or a qualifying group of no more than 20 stockholders, who have maintained continuous ownership of at least three percent of our outstanding shares of common stock for at least three years to require us to include in our proxy materials for an annual meeting of stockholders a number of director nominees not to exceed the greater of two nominees or 20 percent of the number of directors up for election.

Advance Notice of Director Nomination and New Business

Our bylaws provide that nominations of individuals for election as directors and proposals of business to be considered by stockholders at any annual meeting may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our board of directors or (3) by any stockholder who was a stockholder of record at the record date set by our board of directors for the annual meeting, at the time of giving the notice required by our bylaws and at the time of the meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated or on such other proposed business and who has complied with the advance notice procedures and other applicable requirements of our bylaws, including, if applicable, the proxy access provisions of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 150th day or later than 5:00 p.m., Pacific Time, on the 120th day before the first anniversary of the date our proxy statement was released for the preceding year’s annual meeting.

Only the business specified in the notice of the meeting may be brought before a special meeting of our stockholders. Nominations of individuals for election as directors at a special meeting of stockholders may be made only (1) by or at the direction of our board of directors, (2) by a stockholder that has requested that a special meeting be called for the purpose of electing directors in compliance with our bylaws or (3) if the special meeting has been called in accordance with our bylaws for the purpose of electing directors, by a stockholder who is a stockholder of record at the record date set by our board of directors for the special meeting, at the time of giving the notice required by our bylaws and at the time of the special meeting (and any postponement or adjournment thereof), who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice procedures and other applicable requirements of our bylaws. Stockholders generally must provide notice to our secretary not earlier than the 120th day before such special meeting or later than 5:00 p.m., Pacific Time, on the later of the 90th day before the special meeting or the tenth day after the first public announcement of the date of the special meeting and such stockholder must satisfy the other applicable requirements set forth in our bylaws.

A stockholder’s notice must contain certain information specified by our bylaws about the stockholder, its affiliates and any proposed business or nominee for election as a director, including information about the economic interest of the stockholder, its affiliates and any proposed nominee in us.

Exclusive Forum

Our bylaws provide that, unless we consent in writing to the selection of an alternative forum, any state court of competent jurisdiction in Maryland, or, if such state courts do not have jurisdiction, the United States District Court located in the State of Maryland, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf (other than actions arising under federal securities laws), (b) any Internal Corporate Claim, as such term is defined in the MGCL, including, without limitation (i) any action asserting a claim based on an alleged breach of any duty owed by any of our directors, officers or other employees to us or to our stockholders or (ii) any action asserting a claim against us or any of our directors, officers or other employees arising pursuant to any provision of the MGCL, our charter or our bylaws, or (c) any other action asserting a claim that is governed by the internal affairs doctrine. These choice of forum provisions will not apply to any action or proceeding under federal securities laws or claims arising under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act or any other claim for which federal courts have exclusive jurisdiction.

Furthermore, our bylaws provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any cause of action arising under the Securities Act.

Although our bylaws contain the choice of forum provisions described above, it is possible that a court could rule that such provisions are inapplicable for a particular claim or action or that such provisions are unenforceable. For example, under the Securities Act, federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created

by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. In addition, the exclusive forum provisions described above do not apply to any actions brought under the Exchange Act.

Effect of Certain Provisions of Maryland Law and our Charter and Bylaws

Our charter contains restrictions on ownership and transfer of our stock intended to, among other purposes, assist us in maintaining our status as a REIT for United States federal and/or state income tax purposes. For example, our charter restricts any person or entity from acquiring actual or constructive ownership of more than 9.8% (by value or by number of shares, whichever is more restrictive) of our outstanding shares of common stock. See “— Restrictions on Ownership and Transfers of Common Stock” above. These restrictions could delay or prevent a tender offer or change in control of our Company or reduce the possibility that a third party will attempt such a transaction, even if a tender offer or a change of control were in our stockholders’ interests or involved a premium price for our common stock, which could adversely affect the market price of our common stock.

Our charter authorizes our board of directors to issue preferred stock of the Company, including convertible preferred stock, without stockholder approval. Our board of directors may establish the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption of any class or series of preferred stock we may issue, which may include voting rights and rights to convert such preferred stock into common stock. The issuance of preferred stock could delay or prevent a tender offer or change in control of the Company or reduce the possibility that a third party will attempt such a transaction, even if a tender offer or a change of control were in our stockholders’ interests or involved a premium price for our common stock or any class or series of our preferred stock, which could adversely affect the market price of our common stock and any such class or series of preferred stock.

Our charter and bylaws also provide that the number of directors may be established only by our board of directors, which prevents our stockholders from increasing the number of our directors and filling any vacancies created by such increase with their own nominees. The provisions of our bylaws discussed above under the captions “Special Meetings of Stockholders” and “Advance Notice of Director Nomination and New Business” require stockholders seeking to call a special meeting, nominate an individual for election as a director or propose other business at an annual or special meeting to comply with certain notice and information requirements. These provisions, alone or in combination, could make it more difficult for our stockholders to remove incumbent directors or fill vacancies on our board of directors with their own nominees and could delay or prevent a proxy contest, tender offer or change in control of the Company or reduce the possibility that a third party will attempt such a contest or transaction, even if a proxy contest, tender offer or a change of control were in our stockholders’ interests or involved a premium price for our common stock or any class or series of our preferred stock, which could adversely affect the market price of our common stock and any such class or series of preferred stock.

Indemnification of Officers and Directors.

The MGCL permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its stockholders for money damages except for liability resulting from:

•actual receipt of an improper benefit or profit in money, property or services, or

•active and deliberate dishonesty established by a final judgment as being material to the cause of action.

Our charter contains such a provision which eliminates such liability to the maximum extent permitted by the MGCL.

Our charter authorizes us, and our bylaws obligate us, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to any present or former director or officer who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity or any individual who, while serving as one of our directors or officers and at our request, serves or has served as a director, officer, partner, trustee, member or manager of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise and who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of ours or our predecessor.

The MGCL requires a corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to or in which they may be made or are threatened to be made a party or witness by reason of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. In addition, the MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by

the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by the corporation if it shall ultimately be determined that the standard of conduct was not met.

Transfer Agent

The registrar and transfer agent for our common stock is Computershare Trust Company, N.A.

DESCRIPTION OF NOTES

The following description of each of the series of the notes and the indenture dated as of October 28, 1998 (the “Indenture”) between Realty Income and The Bank of New York Mellon Trust Company, N.A. (successor trustee to The Bank of New York), as trustee (the “Trustee”) pursuant to which the notes were issued is a summary and is not complete. These statements are qualified in their entirety by reference to the provisions of each respective series of the notes, the officers’ certificate establishing the form and terms of each respective series of the notes and the Indenture, including the definitions in the notes of each series and Indenture of certain terms, and which have been filed as exhibits to our most recent Annual Report on Form 10-K. The terms of the notes include those provisions contained in the Indenture and the officers’ certificates establishing the form and terms of each respective series of the notes (each, an “Officers’ Certificate”) and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). The notes are subject to all those terms, and investors are referred to the Indenture, such officers’ certificates and the TIA for a statement of those terms. Unless otherwise expressly stated or the context otherwise requires, all references to the “Company,” “Realty Income,” “our,” “we,” and “us” appearing under this caption “Description of Notes” mean Realty Income Corporation, a Maryland corporation, excluding its subsidiaries. Unless otherwise expressly stated or the context otherwise requires, references to “debt securities” under this caption “Description of Notes” include the notes, each of which are a separate series of our debt securities issued under the Indenture. Other capitalized terms used under this caption, but not otherwise defined, shall have the meanings given to them in the Indenture. Copies of the Indenture, the Officers’ Certificates and the form of notes have been filed or incorporated by reference as exhibits to our most recent Annual Report on Form 10-K or a subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K filed by us with the SEC. You may obtain copies of any of those documents by visiting the SEC website at http://www.sec.gov.

General

We are permitted by the Indenture to issue our debt securities thereunder from time to time in one or more series. On October 1, 2020, we issued £400.0 million aggregate principal amount of the October 2030 notes as a new, separate series of our debt securities under the Indenture. On July 8, 2021, we issued £400.0 million aggregate principal amount of the July 2027 notes and £350.0 million aggregate principal amount of the 2033 notes, each as a new, separate series of our debt securities under the Indenture. On January 11, 2022, we issued £250.0 million aggregate principal amount of the January 2027 notes and £250.0 million aggregate principal amount of the 2042 notes, each as new, separate series of our debt securities under the Indenture. On July 6, 2023, we issued €550.0 million aggregate principal amount of the July

2030 notes and €550.0 million aggregate principal amount of the 2034 notes, each as new, separate series of our debt securities under the Indenture. On December 5, 2023, we issued £300.0 million aggregate principal amount of the December 2031 notes and £450.0 million aggregate principal amount of the 2039 notes, each as new, separate series of our debt securities under the Indenture. On September 4, 2024, we issued £350.0 million aggregate principal amount of the 2029 notes and £350.0 million aggregate principal amount of the 2041 notes, each as new, separate series of our debt securities under the Indenture. On June 11, 0225, we issued €650.0 million aggregate principal amount of the June 2031 notes and €650.0 million aggregate principal amount of the 2035 notes, each as new, separate series of our debt securities under the Indenture. The Indenture does not limit the amount of debt securities that we may issue under the Indenture, and we may from time to time issue debt securities in one or more series up to the aggregate amount authorized by us for each series. We may, without the consent of the holders of the notes, re-open this series of notes and issue additional notes of this series under the Indenture in addition to the notes previously issued, and any such additional notes shall be part of the same series of debt securities under the Indenture as this series of notes.

The notes have been issued in fully registered form, without interest coupons, in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The notes are denominated in GBP (as defined below). The principal of, and premium, if any, and interest on, and Additional Amounts (as defined below), if any, in respect of, the notes are payable in GBP, except under the circumstances described below under “-Issuance in GBP” and “-Discharge, Defeasance and Covenant Defeasance of the Notes.” The notes are evidenced by one or more global notes (collectively, the “Global Note”) in book-entry form, except under the limited circumstances described below under “-Certificated Notes.” The Global Note is registered in the name of a nominee of, and deposited with or on behalf of, a common depositary (the “common depositary”) for Euroclear Bank SA/NV (“Euroclear”, which term includes any successor securities clearing agency thereto) and Clearstream Banking S.A. (“Clearstream”, which term includes any successor securities clearing agency thereto). Except in the limited circumstances described below under “-Certificated Notes”, owners of beneficial interests in the Global Note are not entitled to have notes registered in their names and do not receive and are not entitled to receive notes in definitive certificated form.

For purposes of the notes, unless otherwise expressly stated under this caption “Description of Notes,” (i) a “Business Day” means any day, other than a Saturday or a Sunday, that is not a day on which banking institutions in The City of New York or in London, England are authorized or required by law, regulation or executive order to close, (ii) “sterling,” “£” and “GBP” mean the lawful currency of the United Kingdom and (iii) “U.S. dollars,” “USD” and “$” mean United States dollars.

Reference is made to the section titled “-Certain Covenants” below for a description of certain covenants applicable to the notes of each series. Compliance with these covenants generally may be waived, insofar as concerns the notes of each series, if the holders of a majority in principal amount of the outstanding notes of each series consent to such waiver.

Except to the limited extent described under “-Merger, Consolidation or Sale of Assets” or “-Certain Covenants” below, the Indenture does not contain any provisions that would afford holders of the notes protection in the event of (1) a highly leveraged or similar transaction involving Realty Income, (2) a change of control or management of Realty Income, or (3) a

reorganization, restructuring, merger or similar transaction involving Realty Income that may adversely affect the holders of the notes. In addition, subject to compliance with the covenants set forth under “-Certain Covenants” below and, if applicable, covenants in other debt instruments and the covenant set forth under “-Merger, Consolidation or Sale of Assets” below, Realty Income may, in the future, enter into certain transactions such as the sale of all or substantially all of its assets or the merger or consolidation of Realty Income with another entity that could substantially increase the amount of Realty Income’s indebtedness or substantially reduce Realty Income’s assets, which may have an adverse effect on Realty Income’s ability to service its indebtedness, including the notes.

Paying Agent and Transfer Agent

The Bank of New York Mellon, London Branch, acts as the paying agent for the notes of each series. The Bank of New York Mellon Trust Company, N.A. acts as the trustee and the transfer agent for the notes of each series. We may change any paying agent or transfer agent and appoint additional paying agents and transfer agents with respect to the notes of either series, so long as we at all times maintain a paying agent for the notes of such series in London, England and a transfer agent for the notes of such series in Chicago, Illinois.

Issuance in GBP

Investors that purchased the notes were required to pay for those notes in GBP.

Except as described in the next paragraph and in the proviso to this sentence, all payments of principal of, and premium, if any, and interest on, and Additional Amounts (as defined below), if any, in respect of, the notes must be made in GBP; provided that if GBP is unavailable to us due to the imposition of exchange controls or other circumstances beyond our control, then all payments in respect of the notes of each series will be made in U.S. dollars until GBP is again available to us. In such circumstances, the amount payable on any date in GBP will be converted into U.S. dollars at the rate mandated by the Board of Governors of the U.S. Federal Reserve System (or any successor thereto) as of the close of business on the second Business Day prior to the relevant payment date or, if the Board of Governors of the U.S. Federal Reserve System (or any successor thereto) has not mandated a rate of conversion, on the basis of the most recent U.S. dollar/GBP exchange rate published in The Wall Street Journal (or any successor thereto) on or prior to the second Business Day, prior to the relevant payment date. Any payment in respect of the notes of each series so made in U.S. dollars under such circumstances will not constitute an event of default (as defined; see “- Events of Default” below) with respect to the notes of each series under the Indenture. Neither the Trustee nor the paying agent shall have any responsibility for any calculation or conversion in connection with the foregoing.

See “-Discharge, Defeasance and Covenant Defeasance of the Notes” below for a discussion of certain other circumstances (which would apply only after we effected defeasance or covenant defeasance of the notes of the applicable series) under which the notes of such series could be payable in a currency other than GBP.

Ranking

The notes are our senior unsecured obligations and rank equally in right of payment with all of our other existing and future senior unsecured indebtedness. The notes are our obligations exclusively, however, and are not the obligations of, and are not guaranteed by, any of our subsidiaries, nor are any of our subsidiaries required to provide funds to us, whether by dividend, loan or otherwise, to make payments on the notes. The notes are therefore effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of our subsidiaries from time to time outstanding, including any guarantees of our indebtedness by any of our subsidiaries, and are also subordinated in right of payment to all existing and future secured indebtedness of us and our subsidiaries to the extent of the value of the collateral pledged as security therefor. Our revolving credit facility, term loan facility and privately placed Sterling notes include other provisions that, under specified circumstances, may in the future require subsidiaries of ours to guarantee those facilities and privately placed Sterling notes, and we may voluntarily cause any of our subsidiaries to become a guarantor under our revolving credit facility, term loan facility, privately placed Sterling notes or any other indebtedness of ours to the extent we consider appropriate to remain in compliance with certain covenants thereunder or for any other reasons. Although the Indenture and other debt instruments to which we are a party limit our ability and the ability of our subsidiaries to incur additional indebtedness, both we and our subsidiaries have the right to incur substantial additional secured and unsecured indebtedness.

Interest and Maturity

July 2027 Notes

The July 2027 notes mature on July 13, 2027. The July 2027 notes are not entitled to the benefit of any sinking fund payments. The July 2027 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the July 2027 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a July 2027 note is registered in the security register maintained by the registrar for the July 2027 notes.

The July 2027 notes bear interest at the rate of 1.125% per annum, accruing from July 13, 2021 or from the most recent July 2027 notes interest payment date (as defined below) to which interest has been paid on the July 2027 notes, payable annually in arrears on July 13 of each year (each, a “July 2027 notes interest payment date”), commencing July 13, 2022, to the persons in whose names the July 2027 notes are registered in the security register applicable to the July 2027 notes at the close of business on (i) in the case of July 2027 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable July 2027 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable July 2027 notes interest payment date (each, a “July 2027 notes regular record date”). Interest on the July 2027 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the July

2027 notes (or from and including July 13, 2021 if no interest has been paid on the July 2027 notes) to but excluding the next scheduled July 2027 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any July 2027 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a July 2027 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such July 2027 notes interest payment date, maturity date, redemption date or other date, as the case may be.

January 2027 Notes

The January 2027 notes mature on January 14, 2027. The January 2027 notes are not entitled to the benefit of any sinking fund payments. The January 2027 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the January 2027 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a January 2027 note is registered in the security register maintained by the registrar for the January 2027 notes.

The January 2027 notes bear interest at the rate of 1.875% per annum, accruing from January 14, 2022 or from the most recent January 2027 notes interest payment date (as defined below) to which interest has been paid on the January 2027 notes, payable annually in arrears on January 14 of each year (each, a “January 2027 notes interest payment date”), commencing January 14, 2023, to the persons in whose names the January 2027 notes are registered in the security register applicable to the January 2027 notes at the close of business on (i) in the case of January 2027 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable January 2027 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable January 2027 notes interest payment date (each, a “January 2027 notes regular record date”). Interest on the January 2027 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the January 2027 notes (or from and including January 14, 2022 if no interest has been paid on the January 2027 notes) to but excluding the next scheduled January 2027 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any January 2027 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a January 2027 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such January 2027 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2029 Notes

The 2029 notes mature on October 15, 2029. The 2029 notes are not entitled to the benefit of any sinking fund payments. The 2029 notes are subject to redemption at Realty Income's option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2029 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2029 note is registered in the security register maintained by the registrar for the 2029 notes.

The 2029 notes bear interest at the rate of 5.000% per annum, accruing from September 4, 2024 or from the most recent 2029 notes interest payment date (as defined below) to which interest has been paid on the 2029 notes, payable annually in arrears on October 15 of each year (each, a “2029 notes interest payment date”), commencing October 15, 2024, to the persons in whose names the 2029 notes are registered in the security register applicable to the 2029 notes at the close of business on (i) in the case of 2029 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2029 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2029 notes interest payment date (each, a “2029 notes regular record date”). Interest on the 2029 notes will be computed as follows:

(a) in the case of 2029 notes where the Accrual Period (as defined below) is equal to or shorter than the 2029 notes Determination Period (as defined below) during which it falls, on the basis of the number of days in the Accrual Period divided by the number of days in such 2029 notes Determination Period; and

(b) in the case of 2029 notes where the Accrual Period is longer than one 2029 notes Determination Period, on the basis of the sum of: (1) the number of days in such Accrual Period falling in the 2029 notes Determination Period in which it begins divided by the number of days in such 2029 notes Determination Period; and (2) the number of days in such Accrual Period falling in the next 2029 notes Determination Period divided by the number of days in such 2029 notes Determination Period,

where:

“2029 notes Determination Period” means the period from and including October 15 in any year to but excluding the next October 15; and

“Accrual Period” means the relevant period for which interest is to be calculated.

If any 2029 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2029 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such 2029 notes interest payment date, maturity date, redemption date or other date, as the case may be.

October 2030 Notes

The October 2030 notes mature on December 15, 2030. The October 2030 notes are not entitled to the benefit of any sinking fund payments. The October 2030 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the October 2030 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name an October 2030 note is registered in the security register maintained by the registrar for the October 2030 notes.

The October 2030 notes bear interest at the rate of 1.625% per annum, accruing from October 1, 2020 or from the most recent October 2030 notes interest payment date (as defined below) to which interest has been paid on the October 2030 notes, payable annually in arrears on December 15 of each year (each, an “October 2030 notes interest payment date”), commencing December 15, 2020, to the persons in whose names the October 2030 notes are registered in the security register applicable to the October 2030 notes at the close of business on (i) in the case of October 2030 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable October 2030 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable October 2030 notes interest payment date (each, an “October 2030 notes regular record date”). Interest on the October 2030 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the October 2030 notes (or from and including October 1, 2020 if no interest has been paid on the October 2030 notes) to but excluding the next scheduled October 2030 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any October 2030 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, an October 2030 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such October 2030 notes interest payment date, maturity date, redemption date or other date, as the case may be.

July 2030 Notes

The July 2030 notes mature on July 6, 2034. The July 2030 notes are not entitled to the benefit of any sinking fund payments. The July 2030 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the July 2030 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a July 2030 note is registered in the security register maintained by the registrar for the July 2030 notes.

The July 2030 notes bear interest at the rate of 4.875% per annum, accruing from July 6, 2023 or from the most recent July 2030 notes interest payment date (as defined below) to which interest has been paid on the July 2030 notes, payable annually in arrears on July 6 of each year (each, a “July 2030 notes interest payment date”), commencing July 6, 2024, to the persons in whose names the July 2030 notes are registered in the security register applicable to the July 2030 notes at the close of business on (i) in the case of July 2030 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable July 2030 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable July 2030 notes interest payment date (each, a “July 2030 notes regular record date”). Interest on the July 2030 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the July 2030 notes (or from and including July 6, 2023 if no interest has been paid on the July 2030 notes) to but excluding the next scheduled July 2030 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any July 2030 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a July 2030 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such July 2030 notes interest payment date, maturity date, redemption date or other date, as the case may be.

June 2031 Notes

The June 2031 notes mature on June 20, 2031. The June 2031 notes are not entitled to the benefit of any sinking fund payments. The June 2031 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the June 2031 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a June 2031 note is registered in the security register maintained by the registrar for the June 2031 notes.

The June 2031 bear interest at the rate of 3.375% per annum, accruing from June 20, 2025 or from the most recent June 2031 notes interest payment date (as defined below) to which interest has been paid on the June 2031 notes, payable annually in arrears on June 20 of each year (each, a “June 2031 notes interest payment date”), commencing June 20, 2026, to the persons in whose names the June 2031 notes are registered in the security register applicable to the June 2031 notes at the close of business on (i) in the case of June 2031 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable June 2031 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable June 2031 notes interest payment date (each, a “June 2031 notes regular record date”). Interest on the June 2031 notes is computed on the basis of the actual number of days in the period for which interest is being calculated divided by the actual number of days from and including the last date on which interest was paid on the June 2031 notes (or from and including June 20, 2025 if no interest has

been paid on the June 2031 notes) to but excluding the next scheduled June 2031 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any June 2031 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a June 2031 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such June 2031 notes interest payment date, maturity date, redemption date or other date, as the case may be.

December 2031 Notes

The December 2031 notes mature on December 5, 2031. The December 2031 notes are not entitled to the benefit of any sinking fund payments. The December 2031 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the December 2031 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a December 2031 note is registered in the security register maintained by the registrar for the December 2031 notes.

The December 2031 notes bear interest at the rate of 5.750% per annum, accruing from December 5, 2023 or from the most recent December 2031 notes interest payment date (as defined below) to which interest has been paid on the December 2031 notes, payable annually in arrears on December 5 of each year (each, a “2031 notes interest payment date”), commencing December 5, 2024, to the persons in whose names the December 2031 notes are registered in the security register applicable to the December 2031 notes at the close of business on (i) in the case of December 2031 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable December 2031 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable December 2031 notes interest payment date (each, a “December 2031 notes regular record date”). Interest on the December 2031 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the December 2031 notes (or from and including December 5, 2023 if no interest has been paid on the December 2031 notes) to but excluding the next scheduled December 2031 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any December 2031 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a December 2031 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such December 2031 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2033 Notes

The 2033 notes mature on July 13, 2033. The 2033 notes are not entitled to the benefit of any sinking fund payments. The 2033 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2033 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2033 note is registered in the security register maintained by the registrar for the 2033 notes.

The 2033 notes bear interest at the rate of 1.750% per annum, accruing from July 13, 2021 or from the most recent 2033 notes interest payment date (as defined below) to which interest has been paid on the 2033 notes, payable annually in arrears on July 13 of each year (each, a “2033 notes interest payment date”), commencing July 13, 2022, to the persons in whose names the 2033 notes are registered in the security register applicable to the 2033 notes at the close of business on (i) in the case of 2033 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2033 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2033 notes interest payment date (each, a “2033 notes regular record date”). Interest on the 2033 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2033 notes (or from and including July 13, 2021 if no interest has been paid on the 2033 notes) to but excluding the next scheduled 2033 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any 2033 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2033 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such 2033 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2034 Notes

The 2034 notes mature on July 5, 2034. The 2034 notes are not entitled to the benefit of any sinking fund payments. The 2034 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2034 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2034 note is registered in the security register maintained by the registrar for the 2034 notes.

The 2034 notes bear interest at the rate of 5.125% per annum, accruing from July 6, 2023 or from the most recent 2034 notes interest payment date (as defined below) to which interest has been paid on the 2034 notes, payable annually in arrears on July 6 of each year (each, a “2034 notes interest payment date”), commencing July 6, 2024, to the persons in whose names the 2034 notes are registered in the security register applicable to the 2034 notes at the close of business on (i) in the case of 2034 notes represented by the Global Note, on the business day (for this

purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2034 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2034 notes interest payment date (each, a “2034 notes regular record date”). Interest on the 2034 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2034 notes (or from and including July 6, 2023 if no interest has been paid on the 2034 notes) to but excluding the next scheduled 2034 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any 2034 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2034 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such 2034 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2035 Notes

The 2035 notes mature on June 20, 2035. The 2035 notes are not entitled to the benefit of any sinking fund payments. The 2035 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2035 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2035 note is registered in the security register maintained by the registrar for the 2035 notes.

The 2035 bear interest at the rate of 3.875% per annum, accruing from June 20, 2025 or from the most recent 2035 notes interest payment date (as defined below) to which interest has been paid on the 2035 notes, payable annually in arrears on June 20 of each year (each, a “2035 notes interest payment date”), commencing June 20, 2026, to the persons in whose names the 2035 notes are registered in the security register applicable to the 2035 notes at the close of business on (i) in the case of 2035 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2035 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2035 notes interest payment date (each, a “2035 notes regular record date”). Interest on the 2035 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2035 notes (or from and including June 20, 2025 if no interest has been paid on the 2035 notes) to but excluding the next scheduled 2035 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any 2035 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2035 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the

period from and after such 2035 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2039 Notes

The 2039 notes mature on December 5, 2039. The 2039 notes are not entitled to the benefit of any sinking fund payments. The 2039 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2039 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2039 note is registered in the security register maintained by the registrar for the 2039 notes.

The 2039 notes bear interest at the rate of 6.000% per annum, accruing from December 5, 2023 or from the most recent 2039 notes interest payment date (as defined below) to which interest has been paid on the 2034 notes, payable annually in arrears on December 5 of each year (each, a “2039 notes interest payment date”), commencing December 5, 2024, to the persons in whose names the 2039 notes are registered in the security register applicable to the 2039 notes at the close of business on (i) in the case of 2039 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2039 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2039 notes interest payment date (each, a “2039 notes regular record date”). Interest on the 2039 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2039 notes (or from and including December 5, 2023 if no interest has been paid on the 2039 notes) to but excluding the next scheduled 2039 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any 2039 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2039 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such 2039 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2041 Notes

The 2041 notes mature on September 4, 2041. The 2041 notes are not entitled to the benefit of any sinking fund payments. The 2041 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2041 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2041 note is registered in the security register maintained by the registrar for the 2041 notes.

The 2041 notes bear interest at the rate of 5.250% per annum, accruing from September 4, 2024 or from the most recent 2041 notes interest payment date (as defined below) to which

interest has been paid on the 2041 notes, payable annually in arrears on September 4 of each year (each, a “2041 notes interest payment date”), commencing September 4, 2025, to the persons in whose names the 2041 notes are registered in the security register applicable to the 2041 notes at the close of business on (i) in the case of 2041 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2041 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2041 notes interest payment date (each, a “2041 notes regular record date”). Interest on the 2041 notes is computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the 2041 notes (or from and including September 4, 2025 if no interest has been paid on the 2041 notes) to but excluding the next scheduled 2041 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any 2041 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2041 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such 2041 notes interest payment date, maturity date, redemption date or other date, as the case may be.

2042 Notes

The 2042 notes mature on January 14, 2042. The 2042 notes are not entitled to the benefit of any sinking fund payments. The 2042 notes are subject to redemption at Realty Income’s option and are not subject to repayment or repurchase by Realty Income at the option of the holders of the 2042 notes. See “-Optional Redemption” and “-Redemption for Changes in Taxes” below. As used in this subsection, “holder” means the person in whose name a 2042 note is registered in the security register maintained by the registrar for the 2042 notes.

The 2042 notes bear interest at the rate of 2.500% per annum, accruing from January 14, 2022 or from the most recent 2042 notes interest payment date (as defined below) to which interest has been paid on the 2042 notes, payable annually in arrears on January 14 of each year (each, a “2042 notes interest payment date”), commencing January 14, 2023, to the persons in whose names the 2042 notes are registered in the security register applicable to the 2042 notes at the close of business on (i) in the case of 2042 notes represented by the Global Note, on the business day (for this purpose, a day on which Clearstream and Euroclear are open for business) immediately preceding the applicable 2042 notes interest payment date and (ii) in all other cases, the 15th day prior to the applicable 2042 notes interest payment date (each, a “2042 notes regular record date” and together with the July 2027 notes regular record date, the January 2027 notes regular record date, the 2029 notes regular record date, the October 2030 notes regular record date, the July 2030 notes regular record date, the June 2031 notes regular record date, the December 2031 notes regular record date, the 2033 notes regular record date, the 2034 notes regular record date, the 2035 notes regular record date, the 2039 notes regular record date and the 2041 notes regular record date, the “regular record dates”). Interest on the 2042 notes is computed on the basis of the actual number of days in the period for which interest is being

calculated and the actual number of days from and including the last date on which interest was paid on the 2042 notes (or from and including January 14, 2022 if no interest has been paid on the 2042 notes) to but excluding the next scheduled 2042 notes interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.

If any 2042 notes interest payment date, the maturity date, any date fixed for redemption or any other day on which the principal of, or premium, if any, or interest on, or Additional Amounts, if any, in respect of, a 2042 note becomes due and payable falls on a day that is not a Business Day, the required payment may be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after such 2042 notes interest payment date, maturity date, redemption date or other date, as the case may be.

Certain Covenants

The following covenants of Realty Income apply to the notes for the benefit of the holders of the notes:

Existence. Except as permitted under the heading below entitled “-Merger, Consolidation or Sale of Assets,” pursuant to the terms of the notes and the Indenture, Realty Income is required to do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, all material rights (by charter, bylaws and statute) and all material franchises; provided, however, that Realty Income shall not be required to preserve any right or franchise if its board of directors determines that the preservation thereof is no longer desirable in the conduct of its business.

Maintenance of Properties. Pursuant to the terms of the notes and the Indenture, Realty Income is required to cause all of its material properties used or useful in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will require Realty Income to cause to be made all necessary repairs, renewals, replacements, betterments and improvements to those properties, as in its judgment may be necessary so that the business carried on in connection with those properties may be properly and advantageously conducted at all times; provided, however, that Realty Income and its Subsidiaries shall not be prevented from selling or otherwise disposing of these properties for value in the ordinary course of business.

Insurance. Pursuant to the terms of the notes and the Indenture, Realty Income is required to, and to cause each of its Subsidiaries to, keep in force upon all of its and their properties and operations policies of insurance carried with responsible companies in such amounts and covering all risks as shall be customary in the industry in accordance with prevailing market conditions and availability.

Payment of Taxes and Other Claims. Pursuant to the terms of the notes and the Indenture, Realty Income is required to pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed on Realty Income or any of its Subsidiaries or upon the income, profits or property of Realty Income or any of its Subsidiaries and (b) all lawful claims for labor, materials and supplies that,

if unpaid, might by law become a lien upon its property or the property of any Subsidiary; provided, however, that Realty Income is not required to pay or discharge or cause to be paid or discharged any tax, assessment, charge or claim the amount, applicability or validity of which Realty Income is contesting in good faith through appropriate proceedings.

Provisions of Financial Information. Whether or not Realty Income is subject to Section 13 or 15(d) of the Exchange Act, pursuant to the terms of the notes and the Indenture, Realty Income is required, within 15 days after each of the respective dates by which Realty Income would have been required to file annual reports, quarterly reports and other documents with the SEC if Realty Income was subject to those Sections of the Exchange Act to:

•transmit by mail to all holders of the notes, as their names and addresses appear in the register for the notes, without cost to the holders, copies of the annual reports, quarterly reports and other documents that Realty Income would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if Realty Income was subject to those Sections;

•file with the Trustee copies of the annual reports, quarterly reports and other documents that Realty Income would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if Realty Income was subject to those Sections; and

•supply promptly, upon written request and payment of the reasonable cost of duplication and delivery, copies of these documents to any prospective holder of the notes.

For purposes of the foregoing covenants, the term “Subsidiary” means any other person of which more than 50% of (a) the equity or other ownership interests or (b) the total voting power of shares of capital stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, trustees or general or managing partners thereof is at the time owned by Realty Income or one or more of its Subsidiaries or a combination thereof.

Limitation on Incurrence of Total Debt. Realty Income will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding Debt of Realty Income and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 60% of the sum of (1) Realty Income’s Total Assets as of the end of the latest fiscal quarter covered in Realty Income’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not required under the Exchange Act, with the Trustee) prior to the incurrence of such additional Debt and (2) the increase, if any, in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets caused by the application of the proceeds of such additional Debt (such increase together with Realty Income’s Total Assets are referred to as the “Adjusted Total Assets”).

Limitation on Incurrence of Secured Debt. Realty Income will not, and will not permit any Subsidiary to, incur any Secured Debt, other than Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds therefrom on a pro forma basis, the aggregate principal amount of all outstanding

Secured Debt of Realty Income and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 40% of Realty Income’s Adjusted Total Assets.

Debt Service Coverage. Realty Income will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, and calculated on the assumption that (1) such Debt and any other Debt incurred by Realty Income or any of its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period) had occurred on the first day of such period, (2) the repayment or retirement of any other Debt of Realty Income or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that, in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed based upon the average daily balance of such Debt during such period), and (3) in the case of any acquisition or disposition by Realty Income or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter period had been the applicable rate for the entire such period.

Maintenance of Total Unencumbered Assets. Realty Income will maintain at all times Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of Realty Income and its Subsidiaries, computed on a consolidated basis in accordance with GAAP.

As used herein:

“Annual Debt Service Charge” as of any date means the amount which is expensed in any 12-month period for interest on Debt of Realty Income and its Subsidiaries.

“Consolidated Income Available for Debt Service” for any period means Consolidated Net Income plus, without duplication, amounts which have been deducted in determining Consolidated Net Income during such period for (1) Consolidated Interest Expense, (2) provisions for taxes of Realty Income and its Subsidiaries based on income, (3) amortization (other than amortization of debt discount) and depreciation, (4) provisions for losses from sales or joint ventures, (5) provisions for impairment losses, (6) increases in deferred taxes and other non-cash charges, (7) charges resulting from a change in accounting principles, and (8) charges for early extinguishment of debt, and less, without duplication, amounts which have been added in determining Consolidated Net Income during such period for (a) provisions for gains from sales or joint ventures, and (b) decreases in deferred taxes and other non-cash items.

“Consolidated Interest Expense” for any period, and without duplication, means all interest (including the interest component of rentals on finance leases, letter of credit fees, commitment fees and other like financial charges) and all amortization of debt discount on all Debt (including, without limitation, payment-in-kind, zero coupon and other like securities) but excluding legal fees, title insurance charges, other out-of-pocket fees and expenses incurred in connection with the issuance of Debt and the amortization of any such debt issuance costs that are capitalized, all determined for Realty Income and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” for any period means the amount of consolidated net income (or loss) of Realty Income and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“Debt” means any indebtedness of Realty Income or any Subsidiary, whether or not contingent, in respect of (1) money borrowed or evidenced by bonds, notes, debentures or similar instruments, (2) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance, trust deed, deed of trust, deed to secure debt, security agreement or any security interest existing on property owned by Realty Income or any Subsidiary, (3) letters of credit or amounts representing the balance deferred and unpaid of the purchase price of any property except any such balance that constitutes an accrued expense or trade payable or (4) any lease of property by Realty Income or any Subsidiary as lessee that is reflected on Realty Income’s consolidated balance sheet as a finance lease or as indebtedness in accordance with GAAP, in the case of items of indebtedness under (1) through (3) above to the extent that any such items (other than letters of credit) would appear as liabilities on Realty Income’s consolidated balance sheet in accordance with GAAP, and also includes, to the extent not otherwise included, any obligation of Realty Income or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), indebtedness of another person (other than Realty Income or any Subsidiary) of the type referred to in (1), (2), (3) or (4) above (it being understood that Debt shall be deemed to be incurred by Realty Income or any Subsidiary whenever Realty Income or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof).

“Executive Group” means, collectively, those individuals holding the offices of Chairman, Vice Chairman, Chief Executive Officer, President, Chief Operating Officer, or any Vice President of Realty Income.

“GAAP” means generally accepted accounting principles, as in effect from time to time, as used in the United States applied on a consistent basis.

“Intercompany Debt” means indebtedness owed by Realty Income or any Subsidiary solely to Realty Income or any Subsidiary.

“Secured Debt” means Debt secured by any mortgage, lien, charge, encumbrance, trust deed, deed of trust, deed to secure debt, security agreement, pledge, conditional sale or other title retention agreement, finance lease, or other security interest or agreement granting or conveying security title to or a security interest in real property or other tangible assets.

“Subsidiary” means (except as expressly provided above) (1) any corporation, partnership, joint venture, limited liability company or other entity the majority of the shares, if any, of the non-voting capital stock or other equivalent ownership interests of which (except directors’ qualifying shares) are at the time directly or indirectly owned by Realty Income, and the majority of the shares of the voting capital stock or other equivalent ownership interests of which (except for directors’ qualifying shares) are at the time directly or indirectly owned by Realty Income, any other Subsidiary or Subsidiaries, and/or one or more individuals of the Executive Group (or, in the event of death or disability of any of such individuals, his/her respective legal representative(s), or such individuals’ successors in office as an officer of Realty Income), and (2) any other entity the accounts of which are consolidated with the accounts of Realty Income. This definition of “Subsidiary” shall also be applicable with respect to the usage of such term in the provisions described under the caption “-Merger, Consolidation or Sale of Assets.”

“Total Assets” as of any date means the sum of (1) Undepreciated Real Estate Assets and (2) all other assets of Realty Income and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding accounts receivable and intangibles).

“Total Unencumbered Assets” as of any date means Total Assets minus the value of any properties of Realty Income and its Subsidiaries that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security agreement, or other encumbrance of any kind (other than those relating to Intercompany Debt), including the value of any stock of any Subsidiary that is so encumbered, determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstanding Unsecured Debt for purposes of the covenant set forth above under “-Maintenance of Total Unencumbered Assets,” all investments in any person that is not consolidated with Realty Income for financial reporting purposes in accordance with GAAP shall be excluded from Total Unencumbered Assets to the extent that such investment would otherwise have been included. For purposes of this definition, the value of each property shall be equal to the purchase price or cost of each such property and the value of any stock subject to any encumbrance shall be determined by reference to the value of the properties owned by the issuer of such stock as aforesaid.

“Undepreciated Real Estate Assets” as of any date means the amount of real estate assets of Realty Income and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.

“Unsecured Debt” means Debt of Realty Income or any Subsidiary that is not Secured Debt.

Optional Redemption

July 2027 Notes

Prior to May 13, 2027 (the “July 2027 Par Call Date”), the July 2027 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the July 2027 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the July 2027 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the July 2027 notes matured and that accrued and unpaid interest on the July 2027 notes was payable on the July 2027 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 15 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the July 2027 notes being redeemed to such redemption date.

January 2027 Notes

Prior to October 14, 2026 (the “January 2027 Par Call Date”), the January 2027 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the January 2027 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the January 2027 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the January 2027 notes matured and that accrued and unpaid interest on the January 2027 notes was payable on the January 2027 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 15 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the January 2027 notes being redeemed to such redemption date.

2029 Notes

Prior to August 15, 2029 (the “2029 Par Call Date”), the 2029 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2029 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2029 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the 2029 notes matured and that accrued and unpaid interest on the 2029 notes was payable on the 2029 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 25 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2029 notes being redeemed to such redemption date.

October 2030 notes

Prior to September 15, 2030 (the “October 2030 Par Call Date”), the October 2030 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the October 2030 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the October 2030 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the October 2030 notes matured and that accrued and unpaid interest on the October 2030 notes was payable on the October 2030 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 25 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the October 2030 notes being redeemed to such redemption date.

July 2030 notes

Prior to May 6, 2030 (the “July 2030 Par Call Date”), the July 2030 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the July 2030 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the July 2030 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the July 2030 notes matured and that accrued and unpaid interest on the July 2030 notes was payable on the July 2030 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 40 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the July 2030 notes being redeemed to such redemption date.

June 2031 Notes

Prior to April 20, 2031 (the “June 2031 Par Call Date”), the June 2031 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the June 2031 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal and interest on the June 2031 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that June 2031 notes matured and that accrued and unpaid interest on the June 2031 notes was payable on the June 2031 Par Call Date, discounted to such redemption

date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points, plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the June 2031 notes being redeemed to such redemption date.

December 2031 Notes

Prior to October 5, 2030 (the “December 2031 Par Call Date”), the December 2031 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the December 2031 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the December 2031 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the December 2031 notes matured and that accrued and unpaid interest on the December 2031 notes was payable on the December 2031 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 25 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the December 2031 notes being redeemed to such redemption date.

2033 Notes

Prior to April 13, 2033 (the “2033 Par Call Date”), the 2033 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2033 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2033 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the 2033 notes matured and that accrued and unpaid interest on the 2033 notes was payable on the 2033 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2033 notes being redeemed to such redemption date.

2034 Notes

Prior to April 6, 2034 (the “2034 Par Call Date”), the 2034 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2034 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2034 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the 2034 notes matured and that accrued and unpaid interest on the 2034 notes was payable on the 2034 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 45 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2034 notes being redeemed to such redemption date.

2035 Notes

Prior to March 20, 2035 (the “2035 Par Call Date”), the 2035 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2035 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal and interest on the 2035 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that 2035 notes matured and that accrued and unpaid interest on the 2035 notes was payable on the 2035 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2035 notes being redeemed to such redemption date.

2039 Notes

Prior to September 5, 2039 (the “2039 Par Call Date”), the 2039 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2039 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2039 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the 2039 notes matured and that accrued and unpaid interest on the 2039 notes was payable on the 2039 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 25 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2039 notes being redeemed to such redemption date.

2041 Notes

Prior to June 4, 2041 (the “2041 Par Call Date”), the 2041 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2041 notes to be redeemed, and

(b) The sum of the present values of the remaining scheduled payments of principal of and interest on the 2041 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the 2041 notes matured and that accrued and unpaid interest on the 2041 notes was payable on the 2041 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2041 notes being redeemed to such redemption date.

2042 Notes

Prior to July 14, 2041 (the “2042 Par Call Date”, together with the July 2027 Par Call Date, the January 2027 Par Call Date, the 2029 Par Call Date, the October 2030 Par Call Date, the July 2030 Par Call Date, the December 2031 Par Call Date, the June 2031 Par Call Date, the 2033 Par Call Date, the 2034 Par Call Date, the 2035 Par Call Date, the 2039 Par Call Date, and the 2041 Par Call Date, the “Par Call Date”), the 2042 notes are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to the greater of:

(a) 100% of the principal amount of the 2042 notes to be redeemed, and

(b) the sum of the present values of the remaining scheduled payments of principal of and interest on the 2042 notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the 2042 notes matured and that accrued and unpaid interest on the 2042 notes was payable on the 2042 Par Call Date, discounted to such redemption date on an annual basis (ACTUAL/ACTUAL (ICMA)) at the Comparable Government Bond Rate plus 20 basis points,

plus, in the case of both clauses (a) and (b) above, accrued and unpaid interest on the principal amount of the 2042 notes being redeemed to such redemption date.

On and after the applicable Par Call Date, the notes of such series are redeemable at any time in whole or from time to time in part at the option of Realty Income at a redemption price equal to 100% of the principal amount of the notes of the applicable series to be redeemed, plus accrued and unpaid interest on the principal amount of the notes of such series being redeemed to the applicable redemption date.

Notwithstanding the foregoing, installments of interest on notes of each series that are due and payable on an interest payment date for the notes of such series falling on or prior to a

redemption date for the notes of such series will be payable to the persons who were the Holders of the notes of such series (or one or more predecessor notes of such series) registered as such at the close of business on the relevant regular record date for the notes of such series according to their terms and the provisions of the Indenture.

“Comparable Government Bond Rate” means, with respect to any redemption date for the notes of any series, the price, expressed as a percentage (rounded to three decimal places, with 0.0005 being rounded upwards), at which the gross redemption yield on the notes of such series to be redeemed, if they were to be purchased at such price on the third Business Day prior to the date fixed for redemption, would be equal to the gross redemption yield on such Business Day of the Comparable Government Bond on the basis of the middle market price of the Comparable Government Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an independent investment bank selected by Realty Income.

“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation, at the discretion of an independent investment bank selected by Realty Income, a United Kingdom government bond whose maturity is closest to the applicable Par Call Date or, if such independent investment bank in its discretion determines that such similar bond is not in issue, such other United Kingdom government bond as such independent investment bank may, with the advice of the three brokers of, and/or market makers in, United Kingdom government bonds selected by Realty Income, determine to be appropriate for determining the Comparable Government Bond Rate.

Notice of any such redemption of the notes of any series shall be given to the Holders of the notes of such series called for redemption, and, if less than all the outstanding notes of any series are to be redeemed, the notes of such series to be redeemed shall be selected, as described below under “-Notice of Redemption.”

Unless Realty Income defaults in payment of the redemption price for the notes of any series, on and after any redemption date for the notes of such series interest will cease to accrue on the notes of such series or portions thereof called for redemption.

Redemption for Changes in Taxes

If (1)(a) as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) or treaties of the United States (as defined below) or any political subdivision or taxing authority thereof or therein having power to tax (each, a “Relevant Taxing Jurisdiction”), or any change in, or amendment to, any official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including by virtue of a holding, judgment or order by a court of competent jurisdiction or a change in published administrative practice), which change or amendment becomes effective on or after the issuance dates of each series of notes, as applicable, Realty Income becomes or will become obligated to pay any Additional Amounts (as defined under “-Payment of Additional Amounts” below) in respect of the notes of any series or (b) any act is taken by a Relevant Taxing Jurisdiction on or after the issuance dates of each series of notes, as applicable, whether or not such act is taken with respect to Realty Income or any affiliate of Realty Income, that results in a substantial probability that Realty Income will or may be required to pay any Additional Amounts in respect of the notes of any series, and (2) Realty Income determines, in

its business judgment, that the obligation to pay Additional Amounts in respect of the notes of such series cannot be avoided by taking reasonable measures available to it, including by making payments through a different paying agent (provided that such reasonable measures do not include substitution of another entity as the obligor under the notes of such series), then Realty Income may, at its option, redeem the notes of such series, in whole but not in part, at a redemption price equal to 100% of the principal amount of the notes of such series, plus accrued and unpaid interest on the notes of such series to the applicable redemption date. Notwithstanding the forgoing provisions of this paragraph, installments of interest on notes of any series that are due and payable on an interest payment date for the notes of such series falling on or prior to a redemption date for the notes of such series will be payable to the persons who were the Holders of the notes of such series (or one or more predecessor notes of such series) registered as such at the close of business on the relevant regular record date for the notes of such series according to their terms and the provisions of the Indenture. No redemption of the notes of any series pursuant to this paragraph may be made unless Realty Income has received a written opinion of independent counsel to the effect that, as a result of such change or amendment Realty Income has become or will become obligated to pay, or that such act taken by a Relevant Taxing Jurisdiction has resulted in a substantial probability that Realty Income will or may be required to pay, any Additional Amounts in respect of the notes of such series, and Realty Income shall have delivered to the Trustee such legal opinion together with an officers’ certificates stating that, based on such opinion, Realty Income is entitled to redeem the notes of such series pursuant to the provisions described in this paragraph and the other provisions of the notes of such series and the Indenture.

The Trustee shall be entitled to rely on such officers’ certificates and opinion of counsel as sufficient evidence of the existence and satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders of the notes of the applicable series.

Notice of any such redemption will be given to the Holders of the notes of the applicable series as described below under “-Notice of Redemption.”

Unless Realty Income defaults in payment of the redemption price for the notes of any series, on and after the redemption date for the notes of such series interest will cease to accrue on the notes of such series called for redemption.

As used in under this caption “-Redemption for Changes In Taxes” and under the caption “-Payment of Additional Amounts” below the term “United States” means the United States of America (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

Notice of Redemption

Notice of any redemption of the notes of any series by Realty Income will be transmitted at least 15 days but not more than 60 days before the applicable redemption date to each Holder of notes of such series to be redeemed. If less than all of the outstanding notes of any series (including, without limitation, any outstanding notes of such series issued upon a re-opening of such series) are to be redeemed, the notes of such series to be redeemed shall be selected, so long as the notes of such series are in book-entry form, in accordance with the applicable procedures

of Clearstream, Euroclear or the common depositary, as applicable, or if the notes of such series are issued in definitive certificated form under the limited circumstances described below under “-Certificated Notes,” by such method as the Trustee shall deem fair and appropriate; provided that no note of such series shall be redeemed in part unless the remaining principal amount of such note is £100,000 or an integral multiple of £1,000 in excess thereof.

Payment of Additional Amounts

All payments of principal of and premium, if any, and interest on the notes of each series will be made free and clear of and without withholding or deduction for or on account of any present or future tax, duty, assessment or other governmental charge of whatsoever nature (collectively, “Taxes”) imposed by any Relevant Taxing Jurisdiction, unless the withholding or deduction of such Taxes is required by law or the official interpretation or administration thereof.

In the event that any withholding or deduction from or on any payments on or in respect of the notes of any series for or on account of any Taxes is required by a Relevant Taxing Jurisdiction, Realty Income will, subject to the exceptions and limitations set forth below, pay, as additional interest on the notes of such series, such additional amounts (“Additional Amounts”) as will result in receipt by each holder of a note of such series that is not a United States Person (as defined below) of such amounts (after all such withholding or deduction, including from or on any Additional Amounts) as would have been received by such holder had no such withholding or deduction been required. Realty Income will not be required, however, to make any payment of Additional Amounts in respect of the notes of any series for or on account of:

(1)any Taxes that are imposed or withheld by reason of a holder of the notes of such series (or the beneficial owner for whose benefit such holder holds such note) (or a fiduciary, settlor, beneficiary, member or shareholder of the holder if the holder is an estate, trust, partnership or corporation, or a person holding a power over an estate or trust administered by a fiduciary holder) being considered as:

a.being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment in the United States;

b.having a current or former relationship with the United States, including a relationship as a citizen or resident thereof;

c.being or having been a foreign or domestic personal holding company, a passive foreign investment company or a controlled foreign corporation with respect to the United States or a corporation that has accumulated earnings to avoid United States federal income tax;

d.being or having been a “10 percent shareholder” of Realty Income within the meaning of section 871(h)(3) of the Code, or any successor provision;

e.being a controlled foreign corporation that is related to us within the meaning of Section 864(d)(4) of the Code or any successor provision; or

f.being or having been a bank receiving interest described in section 881(c)(3)(A) of the Code or any successor provision;

(2)any holder that is not the sole beneficial owner of the note of such series, or a portion thereof, or that is a fiduciary, limited liability company or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary or a beneficial owner or member of the partnership or limited liability company would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;

(3)any Taxes that are imposed or withheld by reason of the failure to (a) comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with a Relevant Taxing Jurisdiction of the holder or beneficial owner of such note of such series, if compliance is required by statute or by regulation of the Relevant Taxing Jurisdiction as a precondition to relief or exemption from such Taxes (including the submission, if applicable, of a United States Internal Revenue Service (“IRS”) Form W-8 (with any required attachments)) or (b) comply with any information gathering and reporting requirements or to take any similar action (including entering into any agreement with the IRS), in each case, that are required to obtain the maximum available exemption from withholding by a Relevant Taxing Jurisdiction that is available to payments received by or on behalf of the holder or beneficial owner;

(4)any Taxes that are imposed otherwise than by withholding from the payment;

(5)any Taxes that are imposed or withheld by reason of a change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;

(6)any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or a similar tax, assessment or governmental charge;

(7)any Taxes required to be withheld by any paying agent from any payment of principal of, or premium, if any, or interest on, any note of such series, if such payment can be made without such withholding by any other paying agent;

(8)any Taxes that are imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of such notes of such series for payment on a date more than 30 days after the date on which such payment became due and payable, except to the extent that the holder or beneficial owner thereof would have been entitled to Additional Amounts had the notes been presented for payment on any date during such 30-day period;

(9) any backup withholding or any Taxes imposed under Sections 1471 through 1474 of the Code (or any successor provisions thereto), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code (or any successor provision thereto), or any fiscal or regulatory

legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such sections of the Code (or any successor thereto); or

(10)any combination of any items (1) through (9).

The notes of each series are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation applicable thereto. Except as specifically provided under this heading “-Payment of Additional Amounts,” Realty Income shall not be required to make any payment with respect to any tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein on any payment of principal of, premium, if any, or interest on, or Additional Amounts in respect of, the notes of any series.

If Realty Income becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the notes of any series, Realty Income will deliver to the Trustee and each paying agent for the notes of such series on a date that is at least 30 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises less than 30 days prior to that payment date, in which case Realty Income shall notify the Trustee and each paying agent promptly after Realty Income becomes aware that such obligation has arisen) an officers’ certificates stating the fact that Additional Amounts will be payable and the amount to be so payable. The officers’ certificates must also set forth any other information reasonably necessary to enable the paying agents to pay such Additional Amounts to Holders on the relevant payment date. The Trustee and each paying agent shall be entitled to rely solely on such officers’ certificates as conclusive proof that such payments are necessary.

As used under this caption “-Payment of Additional Amounts,” the term “United States Person” means any individual who is a citizen or resident of the United States for U.S. federal income tax purposes, a corporation, partnership or other entity created or organized in or under the laws of the United States, any state of the United States or the District of Columbia (other than a partnership that is not treated as a United States Person under any applicable U.S. Treasury Regulations), any estate the income of which is subject to United States federal income taxation regardless of its source, or any trust if a court within the United States is able to exercise primary supervision over the administration of the trust or one or more United States fiduciaries have the authority to control all substantial decisions of the trust; and the term “United States” shall have the meaning set forth above under “-Redemption for Changes in Taxes.”

Whenever there is mentioned, in any context (except as otherwise provided in the proviso to this sentence), under this caption “Description of Notes,” the payment of principal of, or premium, if any, or interest on, or in respect of, any note of any series, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms of the notes of such series or the Indenture, and express mention of the payment of Additional Amounts anywhere under such captions shall not be construed as excluding Additional Amounts elsewhere under such captions where such express mention is not made; provided that, notwithstanding the foregoing and also notwithstanding anything in the Indenture to the contrary, the references to “principal” and “premium” appearing in clause (2) of the first paragraph under the caption “-Events of Default, Notice and Waiver” below shall not include any

Additional Amounts that may be payable in respect of the principal of or premium, if any, on the notes of any series. Because, as described above, all Additional Amounts, if any, payable in respect of the notes of any series will be treated as additional interest on the notes of such series, the proviso to the foregoing sentence means that, for purposes of determining whether an event of default has occurred with respect to the notes of such series, any failure by us to pay any Additional Amounts that are payable in respect of the notes of such series when due will be entitled to the same 30 day grace period to which a failure to pay interest on the notes of such series when due would be entitled as described in clause (1) of the first paragraph under the caption “-Events of Default, Notice and Waiver” below. As a result, any failure by us to pay Additional Amounts in respect of the notes of any series (including, without limitation, Additional Amounts payable in respect of principal of or premium, if any, on the notes of such series) when due will not be an event of default with respect to the notes of such series under the Indenture unless that default continues for 30 days.

Notwithstanding any discharge, defeasance or covenant defeasance of the notes of any series or the Indenture as described under “-Discharge, Defeasance and Covenant Defeasance” below, the provisions described under this caption “-Payment of Additional Amounts” shall survive any such discharge, defeasance or covenant defeasance, as the case may be, and remain in full force and effect and shall also survive any transfer by a Holder or beneficial owner of its notes of such series or its beneficial interest in the Global Note of such series.

Discharge, Defeasance and Covenant Defeasance

Upon our request the Indenture shall cease to be of further effect with respect to the notes of any series (except as to certain limited provisions of the Indenture which shall survive) when either (a) all of the notes of such series have been delivered to the trustee for cancellation or (b) all of the notes of such series have become due and payable or will become due and payable within one year (or are scheduled for redemption within one year) and we have irrevocably deposited with the applicable trustee, in trust, funds in the currency or currencies, currency unit or units or composite currency or currencies in which the notes of such series are payable an amount sufficient to pay the entire indebtedness on the notes of such series in respect of principal (and premium, if any) and interest to the date of the deposit (if the notes have become due and payable) or to the stated maturity or redemption date, as the case may be.

The Indenture provides that we may elect either to:

•defease and be discharged from any and all obligations with respect to the notes (except for the obligation, if any, to pay additional amounts in respect of certain taxes imposed on non-U.S. holders of the notes and the obligations to register the transfer or exchange of the notes, to replace temporary or mutilated, destroyed, lost or stolen notes, to maintain an office or agency in respect of the notes and to hold money for payment in trust) (“defeasance”); or

•be released from our obligations with respect to certain covenants applicable to the notes under the Indenture (including, subject to a limited exception, with respect to Realty Income’s obligation to preserve and keep in full force and effect its corporate existence, the covenants described under “-Certain Covenants”), and any omission to comply with

these obligations shall not constitute a default or an event of default with respect to the notes (“covenant defeasance”),

in either case upon our irrevocable deposit with the applicable trustee, in trust, of an amount, in the currency or currencies, currency unit or units or composite currency or currencies in which the notes are payable at stated maturity, or Government Obligations (as defined below), or both, applicable to the notes that through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of (and premium, if any) and interest on the notes, and any mandatory sinking fund or analogous payments on the notes, on the scheduled due dates.

A trust may only be established if, among other things, we have delivered to the applicable trustee an opinion of counsel (as specified in the Indenture) to the effect that the holders of the notes will not recognize income, gain or loss for United States federal income tax purposes as a result of the defeasance or covenant defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance or covenant defeasance had not occurred. Additionally, in the case of defeasance, an opinion of counsel must refer to and be based on a ruling of the Internal Revenue Service (the “IRS”) or a change in applicable United States federal income tax law occurring after the date of the Indenture. In the event of defeasance, the holders of the notes will thereafter be able to look only to the trust fund for payment of principal (and premium, if any) and interest.

“Government Obligations” means securities that are (a) direct obligations of the United States of America or the government which issued the foreign currency in which the notes are payable, for the payment of which its full faith and credit is pledged, or (b) obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America or the government which issued the foreign currency in which the notes are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or the other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any Government Obligation or a specific payment of interest on or principal of any Government Obligation held by a custodian for the account of the holder of a depository receipt; provided, however, that (except as required by law) the custodian is not authorized to make any deduction from the amount payable to the holder of the depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by the depository receipt.

If, after we have deposited funds and/or Government Obligations to effect defeasance or covenant defeasance with respect to the notes:

•the holder of any note is entitled to, and does, elect pursuant to the Indenture or the terms of the note to receive payment in a currency, currency unit or composite currency other than that in which the deposit has been made in respect of that note, or

•a Conversion Event (as defined below) occurs in respect of the currency, currency unit or composite currency in which the deposit has been made, then the indebtedness

represented by that note will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any) and interest on that note as they become due out of the proceeds yielded by converting the amount or other property so deposited in respect of that note into the currency, currency unit or composite currency in which that note becomes payable as a result of the election or Conversion Event based on the applicable market exchange rate in effect on the second business day prior to each payment date. “Conversion Event” means the cessation of use of:

•a currency, currency unit or composite currency both by the government of the country which issued the currency and for the settlement of transactions by a central bank or other public institution of or within the international banking community; or

•any currency unit or composite currency for the purposes for which it was established.

In the event we effect a covenant defeasance with respect to the notes and the notes are declared due and payable because of the occurrence of any event of default, other than an event of default due to a breach of any of the covenants as to which there has been covenant defeasance (which covenants would no longer be applicable to the notes as a result of such covenant defeasance), the cash and Government Obligations on deposit with the applicable trustee may not be sufficient to pay amounts due on the notes at the time of the acceleration resulting from the event of default. We would, however, remain obligated to make payment of the amounts due at the time of acceleration.

Notwithstanding the foregoing, our obligation to pay Additional Amounts on the notes pursuant to the provisions described above under “-Payment of Additional Amounts” shall survive any such discharge, defeasance or covenant defeasance and remain in full force and effect. In addition, covenant defeasance will be applicable, insofar as concerns the notes, with respect to the covenants described under “-Certain Covenants” (except the covenant requiring Realty Income to preserve and keep in full force and effect its corporate existence).

Events of Default, Notice and Waiver

The following events are “events of default” pursuant to the terms of the notes and the Indenture:

(1)default for 30 days in the payment of any installment of interest on any of the notes;

(2)default in the payment of the principal of (or premium, if any, on) any of the notes when due, whether at stated maturity or by declaration of acceleration, notice of redemption, notice of option to elect repayment or otherwise;

(3)default in the deposit of any sinking fund payment, when and as due by the terms of any of the notes;

(4)default in the performance of any of our other covenants contained in the Indenture or in the notes (other than any covenant added to the Indenture solely for the benefit of a series of debt securities issued thereunder other than the notes), which continues for 60 days

after written notice is given to us by the trustee or to us and the trustee by the holders of at least 25% in principal amount of the notes;

(5)default under any bond, debenture, note or other evidence of indebtedness for money borrowed by us or any of our Subsidiaries (including obligations under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles, but not including any indebtedness or obligations for which recourse is limited to property purchased) in an aggregate principal amount in excess of, (i) in the case of the January 2027 notes, the July 2027 notes, the July 2030 notes, the October 2030 notes, the December 2031 notes, the 2033 notes, the 2034 notes, the 2039 notes, and the 2042 notes, $25,000,000, and (ii) in the case of the 2029 notes, June 2031 notes, the 2035 notes and the 2041 notes, $200,000,000, or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by us or any of our Subsidiaries (including such leases, but not including such indebtedness or obligations for which recourse is limited to property purchased) in an aggregate principal amount in excess of, (i) in the case of the January 2027 notes, the July 2027 notes, the July 2030 notes, the October 2030 notes, the December 2031 notes, the 2033 notes, the 2034 notes, the 2039 notes, and the 2042 notes, $25,000,000, and (ii) in the case of the 2029 notes, June 2031 notes, the 2035 notes and the 2041 notes, $200,000,000, whether the indebtedness exists at the date of the relevant indenture or shall thereafter be created, which default shall have resulted in the indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable or which default shall have resulted in the obligation being accelerated, without the acceleration having been rescinded or annulled; or

(6)certain events of bankruptcy, insolvency or reorganization with respect to us or any of our Significant Subsidiaries.

The term “Significant Subsidiary” as used above has the meaning ascribed to the term in Rule 1-02 of Regulation S-X promulgated under the Securities Act, as the Regulation was in effect on January 1, 1996.

If an event of default with respect to the notes of any series occurs and is continuing, then the Trustee or the holders of not less than 25% in principal amount of the notes of such series may declare the principal amount of all the notes to be due and payable immediately by written notice thereof to us (and to the Trustee if given by the holders). However, at any time after the declaration of acceleration with respect to the notes of such series has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of not less than a majority of the principal amount of the outstanding notes, as applicable, may rescind and annul the declaration and its consequences if:

•we shall have deposited with the applicable trustee all required payments of the principal of (and premium, if any) and interest on the notes (other than principal that has become due solely as a result of the acceleration), plus certain fees, expenses, disbursements and advances of the applicable trustee; and

•all events of default, other than the nonpayment of accelerated principal (or specified portion thereof), premium, if any, and interest with respect to the notes, have been cured or waived as provided in the indenture.

The holders of not less than a majority in principal amount of the outstanding notes of such series may waive any past default with respect to the notes of such series and its consequences, except:

•a default in the payment of the principal of (or premium, if any) or interest on any of the notes; or

•a default in respect of a covenant or provision contained in the Indenture that cannot be modified or amended without the consent of the holder of each outstanding note affected by the default.

The Trustee must give notice of a default under the Indenture to the holders of the notes within 90 days unless the default shall have been cured or waived, subject to certain exceptions; provided, however, that the Trustee may withhold notice to the holders of the notes of any default with respect to the notes (except a default in the payment of the principal of (or premium, if any) or interest on any of the notes or in the payment of any sinking fund installment in respect of any of the notes) if specified Responsible Officers of the Trustee consider a withholding to be in those holders’ interest.

No holders of the notes may institute any proceedings, judicial or otherwise, with respect to the Indenture or for any remedy thereunder, except in the case of failure of the Trustee, for 60 days, to act after it has received a written request to institute proceedings in respect of an event of default from the holders of not less than 25% in principal amount of the outstanding notes, as well as an offer of indemnity reasonably satisfactory to it, and no direction inconsistent with the written request has been given to the Trustee during the 60-day period by holders of a majority in principal amount of the outstanding notes. This provision will not prevent, however, any holder of notes from instituting suit for the enforcement of payment of the principal of (and premium, if any) and interest on those notes at the respective due dates thereof.

Subject to provisions in the TIA relating to its duties in case of default, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any holders of the notes, unless those holders shall have offered to the Trustee reasonable security or indemnity. The holders of not less than a majority in principal amount of the outstanding notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee; provided that the direction shall not conflict with any rule of law or the Indenture, and provided further that the Trustee may refuse to follow any direction that may involve the Trustee in personal liability or that may be unduly prejudicial to the holders of the notes not joining in the direction to the Trustee.

Within 120 days after the close of each fiscal year, we are required to deliver to the Trustee a certificate, signed by one of several specified officers, stating whether or not the officer has knowledge of any default under the Indenture and, if so, specifying each default and the nature and status thereof.

As described above under “-Payments of Additional Amounts,” because all Additional Amounts, if any, payable in respect to the notes of any series will be treated as additional interest on the notes of such series, any failure by us to pay Additional Amounts in respect to the notes of such series when due will be entitled to the same 30 day grace period to which a failure to pay interest on the notes of such series when due would be entitled as described in clause (1) of the first paragraph under this caption “-Events of Default, Notice and Waiver.” As a result, any failure by us to pay Additional Amounts in respect of the notes of any series (including, without limitation, Additional Amounts payable in respect of principal of or premium, if any, on the notes of any series) when due will not be an event of default with respect to the notes of such series under the Indenture unless that default continues for 30 days. For additional information, see “-Payment of Additional Amounts” above.

Modification of the Indenture

Modifications and amendments of the Indenture will be permitted with the consent of the holders of not less than a majority in principal amount of all outstanding debt securities of each series issued under the Indenture, including the notes, affected by the modification or amendment; provided, however, that no modification or amendment may, without the consent of the holder of each debt security affected thereby:

•change the stated maturity of the principal of, or any installment of principal of, or interest (or premium, if any) on any debt security, including the notes;

•reduce the principal amount of, or the rate or amount of interest on, or any premium payable on redemption of any debt security, including the notes, or reduce the amount of principal of an Original Issue Discount Security that would be due and payable upon declaration of acceleration of the maturity of the Original Issue Discount Security or would be provable in bankruptcy, or adversely affect any right of repayment at the option of the holder of any debt security (or reduce the amount of premium payable upon any repayment);

•change the place of payment, or the coin or currency, for payment of principal of (or premium, if any) or interest on any debt security, including the notes;

•impair the right to institute suit for the enforcement of any payment on or with respect to any debt security, including the notes, when due;

•reduce the above-stated percentage of outstanding debt securities of any series, including the notes, necessary to modify or amend the Indenture to waive compliance with certain provisions of the Indenture or certain defaults and consequences under the Indenture or to reduce the quorum or voting requirements set forth in the Indenture; or

•modify any of the foregoing provisions or any of the provisions relating to the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions may not be modified or waived without the consent of the holder of each outstanding debt security affected thereby.

The holders of a majority in aggregate principal amount of the outstanding notes may, on behalf of all holders of the notes, waive (insofar as that series is concerned) our compliance with certain restrictive covenants in the Indenture with respect to the notes.

We, along with the Trustee, shall be permitted to modify and amend the Indenture without the consent of any holder of debt securities, in each case, including the notes, for any of the following purposes:

•to evidence the succession of another person to our obligations under the Indenture;

•to add to our covenants for the benefit of the holders of all or any series of debt securities or to surrender any right or power conferred upon us in the Indenture;

•to add events of default for the benefit of the holders of all or any series of debt securities;

•to add or change any provisions of the indenture to provide that debt securities in bearer form may be registerable as to principal or to change or eliminate any restrictions on the payment of principal of or any premium or interest on debt securities in bearer form or to make certain other provisions relating to debt securities in bearer form, provided that such action shall not adversely affect the interests of the holders of the debt securities of any series in any material respect;

•to change or eliminate any provisions of the Indenture, provided that any such change or elimination does not apply to any outstanding debt securities of a series created prior to the date of the amendment or supplement that are entitled to the benefit of that provision;

•to secure the debt securities;

•to establish the form or terms of debt securities of any series, including the provisions and procedures, if applicable, for the conversion of debt securities into common stock or preferred stock;

•to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the indenture by more than one trustee;

•to cure any ambiguity or to correct any defect or inconsistency in the Indenture, or to make any other provisions with respect to matters or questions arising under the Indenture which shall not be inconsistent with the provisions of the indenture, provided, however, that such action shall not adversely affect the interests of holders of debt securities of any series in any material respect; or

•to supplement any of the provisions of the Indenture to the extent necessary to permit or facilitate defeasance, covenant defeasance and discharge of any series of debt securities, provided, however, that this action shall not adversely affect the interests of the holders of the debt securities of any series in any material respect.

In determining whether the holders of the requisite principal amount of outstanding debt securities of a series, in each case, including the notes, have given any request, demand, authorization, direction, notice, consent or waiver described in the indenture or whether a quorum is present at a meeting of holders of debt securities:

•the principal amount of an Original Issue Discount Security that shall be deemed to be outstanding shall be the amount of the principal of that security that would be due and payable as of the date of the determination upon declaration of acceleration of the maturity thereof;

•with respect to the notes, the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the U.S. dollar equivalent of the principal amount of such debt security, determined as of the second business day prior to the date of determining whether the requisite principal amount of the outstanding debt securities of the applicable series have given such request, demand, authorization, direction, notice, consent or waiver or whether such a quorum is present;

•with respect to any series of debt securities other than the notes, the principal amount of any debt security denominated in a foreign currency that shall be deemed outstanding shall be the U.S. dollar equivalent, determined on the issue date for the debt security, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the issue date of the debt security of the amount determined as provided in the first bullet above);

•the principal amount of an Indexed Security that shall be deemed outstanding shall be the principal face amount of the Indexed Security at original issuance; and

•debt securities owned by us or any other obligor upon the debt securities or any affiliate of ours or of the other obligor shall be disregarded.

A meeting of the holders of the notes may be called at any time by the Trustee, and also, upon our request or request of the holders of at least 10% in principal amount of the outstanding notes, in any case upon notice given as provided in the Indenture. Except for any consent or waiver that must be given by the holder of each debt security affected thereby, any resolution presented at a meeting or at an adjourned meeting duly reconvened at which a quorum is present, may be adopted by the affirmative vote of the holders of a majority in principal amount of the outstanding notes; provided, however, that, except as referred to above, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage, which is less than a majority, in principal amount of the outstanding notes may be adopted at a meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of the holders of the specified percentage in principal amount of the outstanding notes. Any resolution passed or decision taken at any meeting of holders of the notes duly held in accordance with the Indenture will be binding on all holders of the notes. The persons holding or representing a majority in principal amount of the outstanding notes shall constitute a quorum for a meeting of holders of the notes; provided, however, that if any action is to be taken at a meeting with respect to a consent or waiver that may be given by the holders of not less than a specified percentage in

principal amount of the outstanding notes, the persons holding or representing the specified percentage in principal amount of the outstanding notes will constitute a quorum.

Notwithstanding the foregoing provisions, the Indenture provides that if any action is to be taken at a meeting of holders of the notes with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that the Indenture expressly provides may be made, given or taken by the holders of the notes and one or more additional series: (a) there shall be no minimum quorum requirement for the meeting and (b) the principal amount of the outstanding debt securities of all those series that are entitled to vote in favor of the request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether the request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under the Indenture.

Merger, Consolidation or Sale of Assets

Pursuant to the terms of the Indenture and the notes, we will not consolidate with, sell, lease or convey all or substantially all of our assets to, or merge with or into, any person unless:

•either we shall be the continuing entity, or the successor person (if not us) formed by or resulting from the consolidation or merger or which shall have received the transfer of the assets shall be a corporation organized and existing under the laws of the United States or any State thereof and shall expressly assume (1) our obligation to pay the principal of (and premium, if any) and interest on all the debt securities issued under the Indenture, including the notes, and (2) the due and punctual performance and observance of all the covenants and conditions contained in the Indenture and in the notes to be performed or observed by us;

•immediately after giving effect to the transaction and treating any indebtedness that becomes our obligation or the obligation of any Subsidiary as a result of the transaction as having been incurred, and treating any liens on any property or assets of ours or any Subsidiary that are incurred, created or assumed as a result of the transaction as having been created, incurred or assumed, by us or the Subsidiary at the time of the transaction, no event of default under the Indenture, and no event that, after notice or the lapse of time, or both, would become an event of default, shall have occurred and be continuing; and

•an officers’ certificates and legal opinion covering these conditions shall be delivered to the Trustee.

Payment

All payments of principal of, premium, if any, interest on, and Additional Amounts, if any, in respect of the Global Notes of each series will be made by the paying agent for the notes of such series on behalf of Realty Income by wire transfer of immediately available funds to an account maintained by the payee.

If notes of either series are issued in definitive certificated form under the limited circumstances described below, under “-Certificated Notes,” payments of interest on the

certificated notes of such series may be made, at our option, by check mailed to the addresses of the persons entitled thereto, as such addresses appear in the register for the notes of such series, or by wire transfer to accounts maintained by the payees; provided, however, that a holder of £4 million or more in aggregate principal amount of notes of such series in definitive certificated form will be entitled to receive payments of interest due on any interest payment date by wire transfer of immediately available funds to an account specified by such holder so long as such holder has given appropriate wire transfer instructions to the Trustee or a paying agent for the notes of such series at least 10 calendar days prior to the applicable interest payment date. Any such wire transfer instructions will remain in effect until revoked by such holder or until such person ceases to be a holder of £4 million or more in aggregate principal amount of notes of such series in definitive certificated form.

Payments of principal of, and premium, if any, and interest on, and Additional Amounts, if any, in respect of, the notes of any series in definitive certificated form that are due and payable on the maturity date of the notes of such series, any redemption date for the notes of such series or any other date on which principal of the notes of such series is due and payable will be made by wire transfer of immediately available funds to accounts specified by the holders thereof, so long as such holders have given appropriate wire transfer instructions to the Trustee or a paying agent for the notes of such series, against surrender of such notes to the Trustee or any such paying agent; provided that installments of interest on notes of such series in definitive certificated form that are due and payable on any interest payment date falling on or prior to such maturity date, redemption date or other date on which principal of the notes of such series is payable will be paid in the manner described in the preceding paragraph to the persons who were the holders of the notes of such series (or one or more predecessor notes of such series) registered as such at the close of business on the relevant regular record dates according to the terms and provisions of the notes of such series and the Indenture.

Book-Entry System

The notes of each series were offered and sold only in denominations of £100,000 and integral multiples of £1,000 in excess thereof. The notes of each series were initially represented by the Global Note of such series. Upon issuance, the Global Notes of any series were deposited with, or on behalf of, a common depositary and registered in the name of the nominee of the common depositary for the accounts of Euroclear and Clearstream. Except as set forth below, the Global Notes of each series may be transferred, in whole and not in part, only to the common depositary or its nominee or to a successor common depositary or its nominee. You may hold your interests in the Global Notes of each series in Europe through Euroclear or Clearstream, either as a participant in such systems or indirectly through organizations that are participants in such systems. Euroclear and Clearstream hold interests in the Global Notes of any series on behalf of their respective participating organizations or customers through customers’ securities accounts in Euroclear’s or Clearstream’s names on the books of their respective depositaries. Book-entry interests in the notes and all transfers relating to the notes are and will be reflected in the book-entry records of Euroclear and Clearstream.

The distribution of the notes were cleared through Euroclear and Clearstream. Any secondary market trading of book-entry interests in the notes will take place through Euroclear and Clearstream participants and will settle in same-day funds. Owners of book-entry interests in

the notes will receive payments relating to their notes in GBP, except as described above under “-Issuance in GBP” and “-Discharge, Defeasance and Covenant Defeasance.”

Euroclear and Clearstream have established electronic securities and payment transfer, processing, depositary and custodial links among themselves and others, either directly or through custodians and depositaries. These links allow the notes to be issued, held and transferred among the clearing systems without the physical transfer of certificates. Special procedures to facilitate clearance and settlement have been established among these clearing systems to trade securities across borders in the secondary market.

The policies of Euroclear and Clearstream govern payments, transfers, exchanges and other matters relating to the investors’ interest in the notes held by them. None of Realty Income or the Trustee have any responsibility for any aspect of the records kept by Euroclear and Clearstream or any of their direct or indirect participants. Realty Income and the Trustee also do not supervise these systems in any way.

Euroclear and Clearstream and their participants perform these clearance and settlement functions under agreements they have made with one another or with their customers. You should be aware that they are not obligated to perform or continue to perform these procedures and may modify them or discontinue them at any time.

Except as provided below, owners of beneficial interests in the notes will not be entitled to have the notes registered in their names, will not receive or be entitled to receive physical delivery of the notes in definitive certificated form and will not be considered the owners or holders of the notes under the Indenture, including for purposes of receiving any reports delivered by Realty Income or the Trustee pursuant to the Indenture. Accordingly, each person owning a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, as applicable, and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, in order to exercise any rights of a holder.

Euroclear. Euroclear was created in 1968 to hold securities for its participants (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and eliminating risk from lack of simultaneous transfers of securities and cash. Euroclear provides various other services, including securities lending and borrowing and interfaces with domestic markets in several countries.

Euroclear is operated by Euroclear Bank SA/NV (the “Euroclear Operator”). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include the underwriters. Indirect access to Euroclear is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly.

The Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System, or the Euroclear Terms and Conditions, and applicable

Belgian law govern securities clearance accounts and cash accounts with the Euroclear Operator. Specifically, these terms and conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear, and receipt of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the terms and conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding securities through Euroclear Participants.

Distributions with respect to interests in the Global Note held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Euroclear Terms and Conditions.

Clearstream. Clearstream is incorporated under the laws of Luxembourg as a professional depositary. Clearstream holds securities for its participating organizations (“Clearstream Participants”). Clearstream facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream interfaces with domestic markets in several countries. As a professional depositary, Clearstream is subject to regulation by the Luxembourg Commission for the Supervision of the Financial Sector (Commission de Surveillance du Secteur Financier). Clearstream Participants are recognized financial institutions around the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include the underwriters. Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a Clearstream Participant, either directly or indirectly.

Distributions with respect to interests in the Global Note held beneficially through Clearstream will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures.

Global Clearance and Settlement Procedures

Realty Income understands that investors that hold their notes through Euroclear and Clearstream accounts will follow the settlement procedures that are applicable to conventional sterling-denominated bonds in registered form. Notes of the applicable series will be credited to the securities custody accounts of Euroclear and Clearstream Participants on the business day following the settlement date, for value on the settlement date. They will be credited either free of payment or against payment for value on the settlement date.

We understand that secondary market trading between Euroclear and/or Clearstream Participants will occur in the ordinary way following the applicable rules and operating procedures of Euroclear and Clearstream. Secondary market trading will be settled using procedures applicable to conventional sterling-denominated bonds in registered form.

You should be aware that investors will only be able to make and receive deliveries, payments and other communications involving notes through Euroclear and Clearstream on days

when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, there may be problems with completing transactions involving Euroclear and Clearstream on the same business day as in the United States. U.S. investors who wish to transfer their interests in the notes, or to make or receive a payment or delivery of the notes, on a particular day, may find that the transactions will not be performed until the next business day in Luxembourg or Brussels, depending on whether Euroclear and Clearstream is used.

Euroclear and Clearstream will credit payments to the cash accounts of Euroclear or Clearstream Participants, as applicable, in accordance with the relevant system’s rules and procedures, to the extent received by its depositary. Euroclear and/or Clearstream, as the case may be, will take any other action permitted to be taken by a holder under the Indenture on behalf of a Euroclear Participant or Clearstream Participant only in accordance with its relevant rules and procedures.

Euroclear and Clearstream have agreed to the foregoing procedures in order to facilitate transfers of the notes among participants of Euroclear and Clearstream. However, they are under no obligation to perform or continue to perform those procedures, and they may discontinue those procedures at any time.

Certificated Notes

If (1) Euroclear or Clearstream notifies Realty Income that it is unwilling or unable to continue as a clearing agency for the Global Notes of any series or if Euroclear or Clearstream ceases to be a clearing agency registered as such under the Exchange Act at any time when it is required to be so registered in order to act as a clearing system for the Global Notes of such series and a successor clearing agency is not appointed within 90 days after Realty Income receives such notice or learns of such ineligibility, (2) Realty Income determines that the notes of any series shall no longer be represented by the Global Note and executes and delivers to the Trustee an officers’ certificates to that effect or (3) an event of default (as defined; see “-Events of Default” above) with respect to the notes of any series has occurred and is continuing and beneficial owners representing a majority in aggregate principal amount of the outstanding notes of such series advise Euroclear and Clearstream to cease acting as clearing agencies for the Global Note of such series, Realty Income will issue notes of such series in definitive certificated form in exchange for interests in the outstanding Global Notes of such series. Any notes of any series issued in definitive certificated form in exchange for interests in a Global Note of such series will be issued in denominations of £100,000 and integral multiples of £1,000 in excess thereof and will be registered in such name or names as Euroclear or Clearstream, as applicable, shall instruct the registrar for the notes of such series. It is expected that the instructions of Euroclear and Clearstream will be based upon directions received from their respective participants with respect to ownership of beneficial interests in the Global Notes of the applicable series.

Unclaimed Payments

We will be repaid for all amounts we pay to the Trustee or paying agent for the payment of the principal of or any premium or interest on the notes that remains unclaimed at the end of two years after the principal, premium or interest has become due and payable, and the holder of such notes may look only to us for payment of the principal, premium or interest.

Listing

The notes are listed on the NYSE under the ticker symbols “O27A,” “O27B,” “O29B,” “O30,” “O30B,” “O31A,” “O31B,” “O33A,” “O34,” “O35B,” “O39,” “O41,” and “O42,” respectively. We have no obligation to maintain such listings, and we may delist any series of the notes at any time.

54

Document

Exhibit 21.1

Subsidiaries of the Company as of February 24, 2026

Entity	Jurisdiction of Organization
11990 Eastgate Blvd, LLC	Delaware
2100 E 69th Avenue Indiana LLC	Delaware
American Realty Capital Properties, LLC	Delaware
ARC/Milestone Capital Ventures, LLC	Delaware
ARC3 AAHUSTX001, LLC	Delaware
ARC3 AAHUSTX002, LLC	Delaware
ARC3 DGAVSMO001, LLC	Delaware
ARC3 DGCDTLA01, LLC	Delaware
ARC3 DGCFDVA01, LLC	Delaware
ARC3 DGCWYMO001, LLC	Delaware
ARC3 DGDVLVA01, LLC	Delaware
ARC3 DGEDWMS001, LLC	Delaware
ARC3 DGFSTOH001, LLC	Delaware
ARC3 DGFYTNC01, LLC	Delaware
ARC3 DGGDRFL001, LLC	Delaware
ARC3 DGGFDOH001, LLC	Delaware
ARC3 DGGVLMS001, LLC	Delaware
ARC3 DGHSGVA01, LLC	Delaware
ARC3 DGHWLVA01, LLC	Delaware
ARC3 DGKGCMO001, LLC	Delaware
ARC3 DGLFDTX001, LLC	Delaware
ARC3 DGLKGMO001, LLC	Delaware
ARC3 DGMGMLA01, LLC	Delaware
ARC3 DGMHNLA01, LLC	Delaware
ARC3 DGMLNWI001, LLC	Delaware
ARC3 DGMLOFL001, LLC	Delaware
ARC3 DGMNGWI001, LLC	Delaware
ARC3 DGMTLMO01, LLC	Delaware
ARC3 DGMVLMO001, LLC	Delaware
ARC3 DGNMSOH001, LLC	Delaware
ARC3 DGOIBNC01, LLC	Delaware
ARC3 DGPGSTX001, LLC	Delaware
ARC3 DGPLCOH001, LLC	Delaware
ARC3 DGPTCTN001, LLC	Delaware
ARC3 DGPTTTX001, LLC	Delaware
ARC3 DGPYNOH001, LLC	Delaware
ARC3 DGRDLAL001, LLC	Delaware
ARC3 DGRGCTX001, LLC	Delaware
ARC3 DGRMATX001, LLC	Delaware
ARC3 DGRWDLA01, LLC	Delaware
ARC3 DGSBRMO001, LLC	Delaware
ARC3 DGSCRMO001, LLC	Delaware
ARC3 DGSNSWI001, LLC	Delaware
ARC3 DGTLSAL001, LLC	Delaware
ARC3 DGVASNC01, LLC	Delaware
ARC3 DGWGVMS001, LLC	Delaware
ARC3 FEBMTNH001, LLC	Delaware
ARC3 FEORTNY001, LLC	Delaware
ARC3 WGCLACA001, LLC	Delaware
ARC3 WGMPWNJ001, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
ARC3 WGSTVMI001, LLC	Delaware
ARC AACMBPA001, LLC	Delaware
ARC AAHARAL001, LLC	Delaware
ARC AASLGPA001, LLC	Delaware
ARC AATVLPA001, LLC	Delaware
ARC ACAWBWI001, LLC	Delaware
ARC ACLSHIL001, LLC	Delaware
ARC ASDTNGA001, LLC	Delaware
ARC ASFVLAR001, LLC	Delaware
ARC AZGYAPR001, LLC	Delaware
ARC AZHUMPR001, LLC	Delaware
ARC AZPONPR001, LLC	Delaware
ARC AZSNJPR001, LLC	Delaware
ARC BBFTMFL001, LLC	Delaware
ARC BBSTNCA001, LLC	Delaware
ARC BSLBCCA001, LLC	Delaware
ARC BWNCNOH001, LLC	Delaware
ARC CAFEHLD001, LLC	Delaware
ARC CAFEUSA001, LLC	Delaware
ARC CAMBR BSPL, LLC	Delaware
ARC CBATAPA001, LLC	Delaware
ARC CBBMNGA001, LLC	Delaware
ARC CBBRFPA001, LLC	Delaware
ARC CBBSNGA001, LLC	Delaware
ARC CBCNGPA001, LLC	Delaware
ARC CBDLBPA001, LLC	Delaware
ARC CBDLSPA001, LLC	Delaware
ARC CBEPRVA001, LLC	Delaware
ARC CBFLNOH001, LLC	Delaware
ARC CBGSDPA001, LLC	Delaware
ARC CBHBGPA001, LLC	Delaware
ARC CBKNENH001, LLC	Delaware
ARC CBKSNPA001, LLC	Delaware
ARC CBMBGPA001, LLC	Delaware
ARC CBMBNNC001, LLC	Delaware
ARC CBMCRPA001, LLC	Delaware
ARC CBMDFMA001, LLC	Delaware
ARC CBMDNMA001, LLC	Delaware
ARC CBMFDPA001, LLC	Delaware
ARC CBMTLPA001, LLC	Delaware
ARC CBMTNMA001, LLC	Delaware
ARC CBNPRRI001, LLC	Delaware
ARC CBOHLIL001, LLC	Delaware
ARC CBOMTPA001, LLC	Delaware
ARC CBPBGPA003, LLC	Delaware
ARC CBPBGPA005, LLC	Delaware
ARC CBPBGPA006, LLC	Delaware
ARC CBPBGPA007, LLC	Delaware
ARC CBPBGPA008, LLC	Delaware
ARC CBPBGPA009, LLC	Delaware
ARC CBPBGPA010, LLC	Delaware
ARC CBPBGPA011, LLC	Delaware
ARC CBPLMNH001, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
ARC CBRNDMA001, LLC	Delaware
ARC CBTRNPA001, LLC	Delaware
ARC CBUDYPA001, LLC	Delaware
ARC CBWHNPA001, LLC	Delaware
ARC CBWSKVA001, LLC	Delaware
ARC CFMEZZ001, LLC	Delaware
ARC CVCHIIL001, LLC	Delaware
ARC CVCHIIL002, LLC	Delaware
ARC CVCOLSC002, LLC	Delaware
ARC CVFLDPA001, LLC	Delaware
ARC CVGNVFL001, LLC	Delaware
ARC CVLVGNV001, LLC	Delaware
ARC CVMCBPA001, LLC	Delaware
ARC CVNCTPA001, LLC	Delaware
ARC CVSCDFL001, LLC	Delaware
ARC CVSPGPA001, LLC	Delaware
ARC CVTDAPA001, LLC	Delaware
ARC DBPCFBR001, LLC	Delaware
ARC DBPGDYR001, LLC	Delaware
ARC DBPORBR001, LLC	Delaware
ARC DBPPROP001, LLC	Delaware
ARC DGHHLSC001, LLC	Delaware
ARC DGLBKTX004, LLC	Delaware
ARC ESBKYMO001, LLC	Delaware
ARC FEAARMI001, LLC	Delaware
ARC FEBKYWV001, LLC	Delaware
ARC FEBNXNY001, LLC	Delaware
ARC FEDGCKS001, LLC	Delaware
ARC FEGFKND001, LLC	Delaware
ARC FEHAYKS001, LLC	Delaware
ARC FELNCNE001, LLC	Delaware
ARC FELSVKY001, LLC	Delaware
ARC FEPDAPA001, LLC	Delaware
ARC FESPFMO001, LLC	Delaware
ARC FESXFSD001, LLC	Delaware
ARC FMABONC001, LLC	Delaware
ARC FMARAIL001, LLC	Delaware
ARC FMJSNMI001, LLC	Delaware
ARC GEAUBAL001, LLC	Delaware
ARC HBRHLNC001, LLC	Delaware
ARC HDAUSGA001, LLC	Delaware
ARC HDTPAKS001, LLC	Delaware
ARC HRPBPAA001 SPE, LLC	Delaware
ARC HRPBPAA002, DST	Delaware
ARC HVVMNSD001, LLC	Delaware
ARC IHLVRCA001, LLC	Delaware
ARC IHMPHTN001, LLC	Delaware
ARC IHMPHTN002, LLC	Delaware
ARC IHPKRCO001, LLC	Delaware
ARC IHROCNY001, LLC	Delaware
ARC Income Properties II, LLC	Delaware
ARC Initial PE Member LLC	Delaware
ARC JJPLYMA001, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
ARC KHCLNIL001, LLC	Delaware
ARC KHGTNKY001, LLC	Delaware
ARC KHHWLMI001, LLC	Delaware
ARC LWKNXTN001, LLC	Delaware
ARC LWWDMME001, LLC	Delaware
ARC MFLFTLA001, LLC	Delaware
ARC ORJOLIL001, LLC	Delaware
ARCP/GRD Biolife Portfolio I, LLC	Delaware
ARC PA-QRS Trust	Virginia
ARC PA-QRS Trust Member LLC<br>DBA in CA: ARC PA-QRS TRS Member LLC	Delaware
ARCP DGPLSPA01, LLC	Delaware
ARCP DGSYKPA01, LLC	Delaware
ARCP DGWATPA01, LLC	Delaware
ARCP FD Broad Top PA, LLC	Delaware
ARCP ID Mesa Portfolio, LLC	Delaware
ARCP ID Mohnton PA, LLC	Delaware
ARC PLBKVOH001, LLC	Delaware
ARCP OFC Mesa Portfolio, LLC	Delaware
ARCP RL/OG/BB/SB Pittsburgh PA, LLC	Delaware
ARCP RL/OG Langhorne PA, LLC	Delaware
ARCP Rl/Og Salisbury MD, LLC	Delaware
ARCP RL Portfolio I, LLC	Delaware
ARCP Rl Portfolio III, LLC	Delaware
ARCP RL Portfolio IV, LLC	Delaware
ARCP Rl Portfolio IX, LLC	Delaware
ARCP Rl Portfolio V, LLC	Delaware
ARCP Rl Portfolio VI, LLC	Delaware
ARCP Rl Portfolio VII, LLC	Delaware
ARCP Rl Portfolio VIII, LLC	Delaware
ARCP RL Portfolio X, LLC	Delaware
ARC PRRCRNY001, LLC	Delaware
Arcp Springing Member, LLC	Delaware
ARC RACARPA001 GP, LLC	Delaware
ARC RACARPA001 LP	Delaware
ARC RAPITPA001 GP, LLC	Delaware
ARC RAPITPA001 LP	Delaware
ARC RRINSIN001, LLC	Delaware
ARC SCAUGGA001, LLC	Delaware
ARC SJHSPAR001, LLC	Delaware
ARC SJHSPAR002, LLC	Delaware
ARC SJHSPAR003, LLC	Delaware
ARC SSCTRVT001, LLC	Delaware
ARC SSNANNY001, LLC	Delaware
ARC SYGRINY001, LLC	Delaware
ARC TBHGHMA001, LLC	Delaware
ARC TBLVLMA001, LLC	Delaware
ARC TDFMTME001, LLC	Delaware
ARC TMDKBIL001, LLC	Delaware
ARC TRSEAWA001, LLC	Delaware
ARC TSDUBPA001, LLC	Delaware
ARC TSELBPA001, LLC	Delaware
ARC TSGRYLA001, LLC	Delaware
ARC TSLBSCA001, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
ARC TSLWBWV001, LLC	Delaware
ARC TSMNFPA001, LLC	Delaware
ARC TSPSWNH001, LLC	Delaware
ARC TSPYMNH001, LLC	Delaware
ARCT TRS Corp.	Delaware
ARC WDJKVFL001, LLC	Delaware
ARC WGABOPR001, LLC	Delaware
ARC WGAUBNY001, LLC	Delaware
ARC WGCNWSC001, LLC	Delaware
ARC WGCSRCO001, LLC	Delaware
ARC WGDNVCO001, LLC	Delaware
ARC WGGRCNY001, LLC	Delaware
ARC WGGRCNY002, LLC	Delaware
ARC WGGRPMN001, LLC	Delaware
ARC WGLNPMI001, LLC	Delaware
ARC WGLPSPR001, LLC	Delaware
ARC WGLVSNV001, LLC	Delaware
ARC WGMTPMI001, LLC	Delaware
ARC WGPLTNY001, LLC	Delaware
ARC WGSYRNY001, LLC	Delaware
ARC WMBLYAR001, LLC	Delaware
Bracknell General Partner Limited	Jersey
Bracknell Property Unit Trust	Jersey
Bracknell Regeneration Limited Partnership	Jersey
Bulwark Berlin LLC	Delaware
Bulwark Branford LLC	Delaware
Bulwark Brockton LLC	Delaware
Bulwark Derry LLC	Delaware
Bulwark Melrose LLC	Delaware
Bulwark Mount Ephraim LLC	Delaware
Capital Lease Funding Securitization, L.P.	Delaware
Capital Property Associates Limited Partnership	Maryland
Caplease Debt Funding, LP	Delaware
Clf Breinigsville Business Trust	Virginia
CLF Columbia LLC	Delaware
Clf Elysian Fields LLC	Delaware
CLF Herndon LLC	Delaware
Clf Holding Company, LLC	Delaware
Clf New Falls Business Trust	Virginia
CLF Real Estate LLC	Delaware
Clf Red Lion Road Philadelphia Business Trust	Virginia
Clf Yolo County Business Trust	Virginia
CNL Funding 2000-A, LP	Delaware
CNL Net Lease Funding 2001, LP	Delaware
CNL Net Lease Funding 2003, LLC	Delaware
Cole/Faison Jv Bethlehem Ga, LLC	Delaware
Cole/Faison Mt Bethlehem Ga, LLC	Delaware
Cole AA Crestwood KY, LLC	Delaware
Cole AN Portfolio II, LLC	Delaware
Cole AN Portfolio V, LLC	Delaware
Cole AN Portfolio VI, LLC	Delaware
Cole AP Chambersburg PA, LLC	Delaware
Cole BB Montgomery Al, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
Cole BJ Portfolio I, LLC	Delaware
Cole BJ Portfolio II, LLC	Delaware
Cole Capital Partners, LLC	Arizona
Cole CM Austin TX, LLC	Delaware
Cole Collateralized Senior Notes, LLC	Arizona
Cole Collateralized Senior Notes II, LLC	Arizona
Cole Collateralized Senior Notes III, LLC	Arizona
Cole Collateralized Senior Notes IV, LLC	Arizona
Cole CV Southaven (Goodman) MS LLC	Delaware
Cole CV Titusville PA, LLC	Delaware
Cole DG Thomaston GA, LLC	Delaware
Cole DST Advisors, LLC	Delaware
Cole EK Philadelphia PA, LLC	Delaware
Cole FD Portfolio I, LLC	Delaware
Cole FD Portfolio IV, LLC	Delaware
Cole FD Portfolio VIII, LLC	Delaware
Cole FE Beekmantown NY, LLC	Delaware
Cole GC Monroeville PA, LLC	Delaware
Cole GP CCPT III, LLC	Delaware
Cole GP Mt Folsom CA, LLC	Delaware
Cole GP WG Lancaster CA, LLC	Delaware
Cole HC Willow Grove PA, LLC	Delaware
Cole HH North Fayette PA, LLC	Delaware
Cole HN Buffalo NY, LLC	Delaware
Cole ID Chattanooga TN, LLC	Delaware
Cole ID Milton Pa, LLC	Delaware
Cole IO Conway NH, LLC	Delaware
Cole IO Dover NH, LLC	Delaware
Cole IO Rochester NH, LLC	Delaware
Cole LA Dallas TX, LLC	Delaware
Cole LA Duncanville TX, LLC	Delaware
Cole LA Easton PA, LLC	Delaware
Cole LA Oakdale MN, LLC	Delaware
Cole Mezzco CCPT III, LLC	Delaware
Cole Mt Bartlett Il, LLC	Delaware
Cole Mt Bethlehem GA (JV), LLC	Delaware
Cole Mt Chesterfield MI (JV), LLC	Delaware
Cole Mt Daytona Beach FL, LLC	Delaware
Cole Mt Folsom Ca, LP	Delaware
Cole Mt Lake Charles LA, LLC	Delaware
Cole Mt Las Vegas NV, LLC	Delaware
Cole Mt Mishawaka IN, LLC	Delaware
Cole MT Port Arthur TX, LLC	Delaware
Cole MT San Marcos TX, LLC	Delaware
Cole MT Sunset Valley TX, LLC	Delaware
Cole Ou Portfolio, LLC	Delaware
Cole Pm Phoenix Az, LLC	Delaware
Cole Reit Advisors, LLC	Delaware
Cole REIT Advisors III, LLC	Delaware
Cole REIT III Operating Partnership, LP	Delaware
Cole Springing Member, LLC	Delaware
Cole TS Gibsonia PA, LLC	Delaware
Cole TT Downingtown PA, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
Cole Ty Coral Springs Fl, LLC	Delaware
Cole WW Gap PA, LLC	Delaware
Columbia Road Ohio LLC	Delaware
Commerce Charter-Troy 2, LLC	Delaware
Commerce Charter-Troy 2 Holding, LLC	Delaware
Conroe Logistics Center, LLC	Delaware
ConWa Property I LLC	Delaware
CRE JV Mixed Five MI 6 Branch Holdings LLC	Delaware
CRE JV Mixed Five NH Branch Holdings LLC	Delaware
CRE JV Mixed Five PA Branch Holdings LLC	Delaware
CRE JV Mixed Five VT Branch Holdings LLC	Delaware
Crest Net Lease, Inc.	Delaware
CSAVON NOM1 LTD	Jersey
CSAVON NOM2 LTD	Jersey
Diamond Real Estate, LLC<br>DBA in CA as RI Diamond Real Estate, LLC	Delaware
Dre Holdings, LLC	Delaware
EBH MA Property, LLC	Maryland
Efa Asset Management, LLC	Delaware
Efa Investments, LLC	Delaware
Equity Fund Advisors, LLC	Arizona
Eva LLC	Delaware
France High Yield Fund	France
FRIS CHKN, LLC	Delaware
GRD Bellingham WA BioLife Holdings, LLC	Delaware
GRD Bloomington IN BioLife Holdings, LLC	Delaware
GRD Ft. Wayne IN BioLife Holdings, LLC	Delaware
GRD Grandville MI BioLife Holdings, LLC	Delaware
GRD Loveland CO BioLife Holdings, LLC	Delaware
GRD St. George UT BioLife Holdings, LLC	Delaware
GRD Waite Park MN BioLife Holdings, LLC	Delaware
GRD Waterloo IA BioLife Holdings, LLC	Delaware
GRD West Fargo ND BioLife Holdings, LLC	Delaware
Great Western (General Partner 2006) Limited	England and Wales
Great Western (Nominee 2006) Limited	England and Wales
Great Western Unit Trust	Jersey
Italian High Yield Real Estate Fund	Italy
MDC Ace Holdings, LLC	Delaware
MDC Box 1, LLC	Delaware
MDC Coast 1, LLC	Delaware
MDC Coast 10, LLC	Delaware
MDC Coast 11, LLC	Delaware
MDC Coast 12, LLC	Delaware
MDC Coast 13, LLC	Delaware
MDC Coast 14, LLC	Delaware
MDC Coast 15, LLC	Delaware
MDC Coast 16, LLC	Delaware
MDC Coast 17, LLC	Delaware
MDC Coast 18, LLC	Delaware
MDC Coast 19, LLC	Delaware
MDC Coast 2, LLC	Delaware
MDC Coast 20, LLC	Delaware
MDC Coast 21, LLC	Delaware
MDC Coast 22, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
MDC Coast 23, LLC	Delaware
MDC Coast 24, LLC	Delaware
MDC Coast 25, LLC	Delaware
MDC Coast 26, LLC	Delaware
MDC Coast 27, LLC	Delaware
MDC Coast 28, LLC	Delaware
MDC Coast 29, LLC	Delaware
MDC Coast 3, LLC	Delaware
MDC Coast 4, LLC	Delaware
MDC Coast 5, LLC	Delaware
MDC Coast 6, LLC	Delaware
MDC Coast 7, LLC	Delaware
MDC Coast 8, LLC	Delaware
MDC Coast 9, LLC	Delaware
MDC Coastal 1, LLC	Delaware
MDC Coastal 10, LLC	Delaware
MDC Coastal 11, LLC	Delaware
MDC Coastal 12, LLC	Delaware
MDC Coastal 13, LLC	Delaware
MDC Coastal 14, LLC	Delaware
MDC Coastal 15, LLC	Delaware
MDC Coastal 16, LLC	Delaware
MDC Coastal 17, LLC	Delaware
MDC Coastal 18, LLC	Delaware
MDC Coastal 19, LLC	Delaware
MDC Coastal 2, LLC	Delaware
MDC Coastal 20, LLC	Delaware
MDC Coastal 21, LLC	Delaware
MDC Coastal 22, LLC	Delaware
MDC Coastal 23, LLC	Delaware
MDC Coastal 24, LLC	Delaware
MDC Coastal 25, LLC	Delaware
MDC Coastal 26, LLC	Delaware
MDC Coastal 27, LLC	Delaware
MDC Coastal 28, LLC	Delaware
MDC Coastal 29, LLC	Delaware
MDC Coastal 3, LLC	Delaware
MDC Coastal 30, LLC	Delaware
MDC Coastal 32, LLC	Delaware
MDC Coastal 4, LLC	Delaware
MDC Coastal 5, LLC	Delaware
MDC Coastal 6, LLC	Delaware
MDC Coastal 7, LLC	Delaware
MDC Coastal 8, LLC	Delaware
MDC Coastal 9, LLC	Delaware
MDC Coastal Holdings, LLC	Delaware
MDC Coast Eco 1, LLC	Delaware
MDC Coast HI 1, LLC	Delaware
MDC East College, LLC	Delaware
MDC East Hobson, LLC	Delaware
MDC Encore Holdings, LLC	Delaware
MDC Endeavour 1, LLC	Delaware
MDC Endeavour General Partner, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
MDC Endeavour Holdings, LLC	Delaware
MDC Endeavour PA 1, LLC	Delaware
MDC Endeavour PA 1 IC, LLC	Delaware
MDC Endeavour PA 2, LLC	Delaware
MDC Endeavour PA 2 IC, LLC	Delaware
MDC Endeavour TX 1, LP	Delaware
MDC Endeavour TX Holdings, LP	Delaware
MDC Gold Holdings, LLC	Delaware
MDC Holabird, LLC	Delaware
MDC Iron 1, LLC	Delaware
MDC Iron 2, LLC	Delaware
MDC Iron 3, LLC	Delaware
MDC Iron Holdings, LLC	Delaware
MDC JV Asset Manager, LLC	Delaware
MDC Manager HoldCo, LLC	Delaware
MDC MEX Holdings, LLC	Delaware
MDC MEX I, LLC	Delaware
MDC MEX II, LLC	Delaware
MDC NC1, LP	Delaware
MDC NC2, LP	Delaware
MDC NC3, LP	Delaware
MDC NC Holding Corp.	Delaware
MDC NC Holding GP, LLC	Delaware
MDC Obsidian, LLC	Delaware
MDC Obsidian Holdings, LLC	Delaware
MDC Paradise Holdings, LLC	Delaware
MDC PPW Phase I Holdings, LLC	Delaware
MDC PPW Phase I Member, LLC	Delaware
MDC PPW Phase I PE Member, LLC	Delaware
MDC Seal Beach, LLC	Delaware
Menomonee Falls Store, LLC	Delaware
Milton Keynes Superstore (Nominee 1) Limited	England and Wales
Milton Keynes Superstore (Nominee 2) Limited	England and Wales
Net Lease Funding 2005, LP	Delaware
Oak Creek Store, LLC	Delaware
Obsidian ML 1, LLC	Delaware
Obsidian ML 2, LLC	Delaware
Obsidian ML 3, LLC	Delaware
Obsidian ML 4, LLC	Delaware
Obsidian ML 5, LLC	Delaware
Obsidian ML 6, LLC	Delaware
Obsidian ML 7, LLC	Delaware
Obsidian ML 8, LLC	Delaware
O CHK, INC.	Delaware
O ICE, LLC	Delaware
PDC Industrial Center 19 SP B.V.	Netherlands
Peterborough Superstore (Nominee 1) Limited	England and Wales
Peterborough Superstore (Nominee 2) Limited	England and Wales
Pioneer Development Manager, LLC	Delaware
Pioneer Investment HoldCo, LLC	Delaware
Pioneer PPW Building 4 Investor, LLC	Delaware
PRD Owner, LLC	Delaware
PRD Real Estate, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
PRD Real Estate 2, LLC	Delaware
PRD Real Estate 3, LLC	Delaware
Prefco Dix-Neuf LLC	Connecticut
Prefco Nineteen Limited Partnership	Connecticut
Rams MD Subsidiary I, Inc.	Maryland
Realty Income, L.P.	Maryland
Realty Income Bischweier Holdco B.V.	Netherlands
Realty Income Buffalo Genesee, LLC	Delaware
Realty Income Burlington Milwaukee, LLC	Delaware
Realty Income Capitol Heights Ritchie Station, LLC	Delaware
Realty Income CK1, LLC	Delaware
Realty Income Corporation<br>DBA in FL: Realty Income Properties, Inc.	Maryland
Realty Income Cumming Market Place, LLC	Delaware
Realty Income Deer Park Deerwood Glen GP, LLC	Delaware
Realty Income Deer Park Deerwood Glen Limited Partnership	Texas
Realty Income Deer Park Deerwood Glen LP, LLC<br>DBA in CA: Realty Income Deer Park Deerwood Glen, LLC	Delaware
Realty Income DG Texas Portfolio I, LLC	Delaware
Realty Income DG Texas Portfolio II, LLC	Delaware
Realty Income Europe B.V.	Netherlands
Realty Income France SCI	France
Realty Income Germany B.V.	Netherlands
Realty Income Houston Orem, LLC	Delaware
Realty Income Illinois Properties 1, LLC	Delaware
Realty Income Illinois Properties 2, LLC	Delaware
Realty Income Illinois Properties 3, LLC	Delaware
Realty Income Illinois Properties 4, LLC	Delaware
Realty Income Investment Management, LLC	Delaware
Realty Income Lending, LLC	Delaware
Realty Income Lending Europe, LLC	Delaware
Realty Income Lending Mexico, LLC	Delaware
Realty Income Limited	England and Wales
Realty Income Luxembourg S.a.r.l.	Luxembourg
Realty Income Magellan, LLC	Delaware
Realty Income MDC Porto, Unipessoal LDA	Portugal
Realty Income MDC Portugal, Unipessoal LDA	Portugal
Realty Income Neenah Commercial, LLC	Delaware
Realty Income Netherlands Holdco B.V.	Netherlands
Realty Income Pennsylvania Properties Trust	Maryland
Realty Income Pennsylvania Properties Trust 2	Maryland
Realty Income Poland B.V.	Netherlands
Realty Income Porto JV, LDA	Portugal
Realty Income Promote Aggregator, LLC	Delaware
Realty Income Properties 1, LLC	Delaware
Realty Income Properties 10, LLC	Delaware
Realty Income Properties 11, LLC	Delaware
Realty Income Properties 12, LLC	Delaware
Realty Income Properties 13, LLC	Delaware
Realty Income Properties 14, LLC	Delaware
Realty Income Properties 15, LLC	Delaware
Realty Income Properties 16, LLC	Delaware
Realty Income Properties 17, LLC	Delaware
Realty Income Properties 18, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
Realty Income Properties 19, LLC	Delaware
Realty Income Properties 2, LLC	Delaware
Realty Income Properties 20, LLC	Delaware
Realty Income Properties 21, LLC	Delaware
Realty Income Properties 22, LLC	Delaware
Realty Income Properties 23, LLC	Delaware
Realty Income Properties 24, LLC	Delaware
Realty Income Properties 25, LLC	Delaware
Realty Income Properties 26, LLC	Delaware
Realty Income Properties 27, LLC	Delaware
Realty Income Properties 28, LLC	Delaware
Realty Income Properties 29, LLC	Delaware
Realty Income Properties 3, LLC	Delaware
Realty Income Properties 30, LLC	Delaware
Realty Income Properties 31, LLC	Delaware
Realty Income Properties 4, LLC	Delaware
Realty Income Properties 5, LLC	Delaware
Realty Income Properties 6, LLC	Delaware
Realty Income Properties 7, LLC	Delaware
Realty Income Properties 8, LLC	Delaware
Realty Income Properties 9, LLC	Delaware
Realty Income Property Management Co I, LLC	Delaware
Realty Income Property Management Holdings, LLC	Delaware
Realty Income Raphine, LLC	Delaware
Realty Income Regent Blvd LLC	Delaware
Realty Income Santarém JV, LDA	Portugal
Realty Income Seaford Merrick, LLC	Delaware
Realty Income Spain B.V.	Netherlands
Realty Income Texas Properties 1, LLC	Delaware
Realty Income Trust 1	Maryland
Realty Income Trust 2	Maryland
Realty Income Trust 3	Maryland
Realty Income Trust 4	Maryland
Realty Income Trust 5	Maryland
Realty Income Trust 6	Maryland
Realty Income U.S. Core Plus 1, LLC	Delaware
Realty Income U.S. Core Plus 2, LP	Delaware
Realty Income U.S. Core Plus 3, LP<br>DBA in NY: Realty Income U.S. Core Plus 3, L.P. <br>DBA in MI: Realty Income U.S. Core Plus 3, Limited Partnership	Delaware
Realty Income U.S. Core Plus 4, LP	Delaware
Realty Income U.S. Core Plus Aggregator I, LP	Delaware
Realty Income U.S. Core Plus Aggregator I GP, LLC	Delaware
Realty Income U.S. Core Plus Aggregator II, LP	Delaware
Realty Income U.S. Core Plus Aggregator II GP, LLC	Delaware
Realty Income U.S. Core Plus Fund, LP	Delaware
Realty Income U.S. Core Plus Fund GP, LLC	Delaware
Realty Income U.S. Core Plus Fund Holdings, LLC	Delaware
Realty Income U.S. Core Plus Fund REIT, LLC	Delaware
Realty Income U.S. Core Plus General Partner, LLC	Delaware
Realty Income U.S. Core Plus PA 1, LLC	Delaware
Realty Income U.S. Core Plus PA 1 IC, LLC	Delaware
Realty Income U.S. Core Plus PA 2, LLC	Delaware
Realty Income U.S. Core Plus PA 2 IC, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
Realty Income U.S. Core Plus TX 1, LP	Delaware
Realty Income U.S. Core Plus TX 2, LP	Delaware
Realty Income U.S. Core Plus TX Holdings, LP	Delaware
Realty Income Upper Darby 69th, LLC	Delaware
Redd Park Limited	Jersey
RI (BVI) 3 SJQ Limited	British Virgin Islands
RI 5 DIY Income Limited	Jersey
RI ASD Gillingham Limited	Jersey
RI AZ Speke Limited	Jersey
RI BBF Amsterdam Road Limited	Jersey
RI BHE Netherlands B.V.	Netherlands
RI BQ 4 DIY Limited	England and Wales
RI BQ Birmingham Limited	Jersey
RI BQ Brandon Coventry Limited	Jersey
RI BQ Bury Limited	Jersey
RI BQ Castleford Limited	Jersey
RI BQ Dallow Luton Limited	Jersey
RI BQ Grimsby Limited	Jersey
RI BQ Mavor E Kilbride Limited	Jersey
RI BQ Meir Park Limited	Jersey
RI BQ Portrack Stockton Limited	Jersey
RI BQ Stockport Limited	Jersey
RI Braintree JV Limited	Jersey
RI Castle Vale Park Limited	Jersey
RI CF Spain 10 B.V.	Netherlands
RI CF Spain 11 B.V.	Netherlands
RI CF Spain 12 B.V.	Netherlands
RI CF Spain 13 B.V.	Netherlands
RI CF Spain 14 B.V.	Netherlands
RI CF Spain 15 B.V.	Netherlands
RI CF Spain 16 B.V.	Netherlands
RI CF Spain 1 B.V.	Netherlands
RI CF Spain 2 B.V.	Netherlands
RI CF Spain 3 B.V.	Netherlands
RI CF Spain 4 B.V.	Netherlands
RI CF Spain 5 B.V.	Netherlands
RI CF Spain 6 B.V.	Netherlands
RI CF Spain 7 B.V.	Netherlands
RI CF Spain 8 B.V.	Netherlands
RI CF Spain 9 B.V.	Netherlands
RI CG Nominee 1 Limited	Jersey
RI CG Nominee 2 Limited	Jersey
RI CK2, LLC	Delaware
RIC Pan Euro Holding LLC	Delaware
RI CPB Spain 1 B.V.	Netherlands
RI CPB Spain 2 B.V.	Netherlands
RI CPB Spain 3 B.V.	Netherlands
RI Crawley JPUT	Jersey
RI Crown CMC Limited	England and Wales
RI Crown Limited	Jersey
RI Crown LLC	Delaware
RI Crown Street JPUT	Jersey
RI CS1, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
RI CS2, LLC	Delaware
RI CS3, LLC	Delaware
RIE Europe 1 B.V.	Netherlands
RIE Europe 2 B.V.	Netherlands
RIE Europe 3 B.V.	Netherlands
RIE Europe 4 B.V.	Netherlands
RIE Europe 5 B.V.	Netherlands
RIE Europe 6 B.V.	Netherlands
RIE Europe 7 B.V.	Netherlands
RIE Europe 8 B.V.	Netherlands
RIE Europe 9 B.V.	Netherlands
RI European Investment Fund SCSp, SICAV-SIF	Luxembourg
RI France 1 SCI	France
RI France 2 SCI	France
RI France DKT 1 SCI	France
RI France DKT 2 SCI	France
RI GA 1, LLC	Delaware
RI Gallagher JPUT	Jersey
RI Garthdee Aberdeen Limited	Jersey
RI Germany 1 B.V.	Netherlands
RI Germany DKT B.V.	Netherlands
RI Gerrards Cross Limited	Jersey
RI Hermiston Park H1 Limited	Jersey
RI Hermiston Park H2 Limited	Jersey
RI HV 3 Portfolio Limited	Jersey
RI Ireland 10 B.V.	Netherlands
RI Ireland 11 B.V.	Netherlands
RI Ireland 12 B.V.	Netherlands
RI Ireland 1 B.V	Netherlands
RI Ireland 2 B.V	Netherlands
RI Ireland 3 B.V.	Netherlands
RI Ireland 4 B.V.	Netherlands
RI Ireland 5 B.V.	Netherlands
RI Ireland 6 B.V.	Netherlands
RI Ireland 7 B.V.	Netherlands
RI Ireland 8 B.V.	Netherlands
RI Ireland 9 B.V.	Netherlands
RI Ireland Holdco B.V.	Netherlands
RI JV Lending 1, LLC	Delaware
RI JV Lending 2, LLC	Delaware
RI JY Spain 1 B.V.	Netherlands
RI Kingsgate EK Limited	Jersey
RI Leeds Road Limited	Jersey
RIL Holdco, LLC	Delaware
RI Llandudno (UK159) Limited	England and Wales
RILP NC1, LP	Delaware
RILP NC2, LP	Delaware
RILP NC Holding GP, LLC	Delaware
RI MDC Portugal 1, Unipessoal LDA	Portugal
RI MDC Portugal 2, Unipessoal LDA	Portugal
RI MDC Portugal 3, Unipessoal LDA	Portugal
RI MDC UK061 Limited	Jersey
RI MDC UK063 Limited	Jersey
Entity	Jurisdiction of Organization
---	---
RI MDC UK064 Limited	Jersey
RI MDC UK065 Limited	Jersey
RI MDC UK066 Limited	Jersey
RI MDC UK067 Limited	Jersey
RI MDC UK068 Limited	Jersey
RI MDC UK069 Limited	Jersey
RI MDC UK076 Limited	Jersey
RI MDC UK077 Limited	Jersey
RI MDC UK078 Limited	Jersey
RI MDC UK079 Limited	Jersey
RI MDC UK080 Limited	Jersey
RI MDC UK081 Limited	Isle of Man
RI MDC UK082 Limited	Isle of Man
RI MDC UK083 Limited	Isle of Man
RI MDC UK084 Limited	Isle of Man
RI MDC UK085 Limited	Isle of Man
RI MDC UK086 Limited	Jersey
RI MDC UK090 Limited	Jersey
RI MDC UK091 Limited	Jersey
RI MDC UK092 Limited	Jersey
RI MDC UK093 Limited	Jersey
RI MDC UK100 Limited	Jersey
RI MDC UK101 Limited	Jersey
RI MDC UK102 Limited	Jersey
RI MDC UK103 Limited	Jersey
RI MDC UK104 Limited	Jersey
RI MDC UK105 Limited	Jersey
RI MDC UK106 Limited	Jersey
RI MDC UK107 Limited	Jersey
RI MDC UK108 Limited	Jersey
RI MDC UK109 Limited	Jersey
RI MDC UK119 Limited	Jersey
RI MDC UK120 Limited	Jersey
RI MDC UK121 Limited	Jersey
RI MDC UK122 Limited	Jersey
RI MDC UK123 Limited	Jersey
RI MDC UK124 Limited	Jersey
RI MDC UK125 Limited	Jersey
RI MDC UK126 Limited	Jersey
RI MDC UK128 Limited	Jersey
RI MDC UK129 Limited	Jersey
RI MDC UK130 Limited	Jersey
RI MDC UK131 Limited	Guernsey
RI MDC UK132 Limited	Guernsey
RI MDC UK133 Limited	England and Wales
RI MDC UK134 Limited	Jersey
RI MDC UK136 Limited	Jersey
RI MDC UK 137 Limited	England and Wales
RI MDC UK 138 Limited	England and Wales
RI MDC UK139 Limited	England and Wales
RI MDC UK140 S.à r.l.	Luxembourg
RI MDC UK141 Limited	England and Wales
RI MDC UK142 Limited	England and Wales
Entity	Jurisdiction of Organization
---	---
RI MDC UK143 Limited	England and Wales
RI MDC UK144 Limited	England and Wales
RI MDC UK145 Limited	England and Wales
RI MDC UK146 Limited	Jersey
RI MDC UK147 Limited	Jersey
RI MDC UK148 Limited	Jersey
RI MDC UK149 Limited	Jersey
RI MDC UK150 Limited	Jersey
RI MDC UK151 Limited	Jersey
RI MDC UK152 Limited	England and Wales
RI MDC UK153 Limited	England and Wales
RI MDC UK154 Limited	England and Wales
RI MDC UK155 Limited	Jersey
RI MDC UK156 Limited	Jersey
RI MDC UK157 Limited	Jersey
RI Moerdijk Netherlands B.V.	Netherlands
RI Mountain Max Limited	Jersey
RIM Properties 1, LLC	Delaware
RI MS Blaydon Limited	Jersey
RI Multi Midlands Limited	Jersey
Rinascimento Retail S.r.l.	Italy
RI Newport (UK158) Limited	England and Wales
RI OC Luton Limited	Jersey
RI Oldlands JV Limited	Jersey
RI Paisley Retail Park Limited	Jersey
RI Perkins-CCF Limited	Jersey
RI Poland 1 B.V.	Netherlands
RI Poland 2 B.V.	Netherlands
RI Poland 3 B.V.	Netherlands
RI Poland 4 B.V.	Netherlands
RI Poland 5 B.V.	Netherlands
RI RBK Ireland Limited	Ireland
RI SB Archer Road Limited	England and Wales
RI SB Banbury Limited	England and Wales
RI SB Bishop Auckland Limited	Jersey
RI SB Bodmin Limited	England and Wales
RI SB Bradford Limited	England and Wales
RI SB Bridgwater Limited	England and Wales
RI SB Cardiff Limited	England and Wales
RI SB Grimsby Limited	England and Wales
RI SB Guildford Limited	Jersey
RI SB Hereford Limited	England and Wales
RI SB Kempston Limited	England and Wales
RI SB Limited	Jersey
RI SB Lincoln Limited	Jersey
RI SB Locksbottom Limited	England and Wales
RI SB Military Road Limited	Jersey
RI SB Nantwich Limited	Jersey
RI SB Northampton Limited	England and Wales
RI SB Otley Limited	Jersey
RI SB Preston Limited	Jersey
RI SB Southampton Limited	England and Wales
RI SB Swadlincote Limited	Jersey
Entity	Jurisdiction of Organization
---	---
RI SB Swindon Limited	England and Wales
RI SB Thornhill Cardiff Limited	Jersey
RI SB Wallington Limited	Jersey
RI SE, LLC<br>DBA in CA: RI SOUTHEAST, LLC	Delaware
RI Sittingbourne JV 2 Limited	Jersey
RI Sittingbourne JV Limited	Jersey
RI Solihull JPUT	Jersey
RI Spain 10 B.V.	Netherlands
RI Spain 11 B.V.	Netherlands
RI Spain 12 B.V.	Netherlands
RI Spain 13 B.V.	Netherlands
RI Spain 15 B.V.	Netherlands
RI Spain 1 B.V.	Netherlands
RI Spain 2 B.V.	Netherlands
RI Spain 3 B.V.	Netherlands
RI Spain 4 B.V.	Netherlands
RI Spain 5 B.V.	Netherlands
RI Spain 5 Holdco B.V.	Netherlands
RI Spain 6 B.V.	Netherlands
RI Spain 7 B.V.	Netherlands
RI Spain 8 B.V.	Netherlands
RI Spain 9 B.V.	Netherlands
RI Spain DKT 10 B.V.	Netherlands
RI Spain DKT 11 B.V.	Netherlands
RI Spain DKT 12 B.V.	Netherlands
RI Spain DKT 13 B.V.	Netherlands
RI Spain DKT 1 B.V.	Netherlands
RI Spain DKT 2 B.V.	Netherlands
RI Spain DKT 3 B.V.	Netherlands
RI Spain DKT 4 B.V.	Netherlands
RI Spain DKT 5 B.V.	Netherlands
RI Spain DKT 6 B.V.	Netherlands
RI Spain DKT 7 B.V.	Netherlands
RI Spain DKT 8 B.V.	Netherlands
RI Spain DKT 9 B.V.	Netherlands
RI Sprucefield (UK162) Limited	England and Wales
RI Tamworth Park Limited	Jersey
RI TN 1, LLC	Delaware
RI TN 2, LLC	Delaware
RI Trafford Park Limited	Jersey
RI TSC CW Manchester Limited	Jersey
RI TSC Enfield Limited	Jersey
RI TSC Irlam Limited	Jersey
RI TSC Littlehampton Limited	Jersey
RI TSC Milton Keynes Limited	England and Wales
RI TSC Peterborough Limited	England and Wales
RI TSC Prestwich Limited	Jersey
RI TSC Yeading Limited	Jersey
RI TSC Yeading Propco Limited	Isle of Man
RI UK 1 Limited	Jersey
RI UK SA 1 Limited	Jersey
RI UK SA 2 Limited	Jersey
RI Zaragoza JV B.V.	Netherlands
Entity	Jurisdiction of Organization
---	---
Saints MD Subsidiary, Inc.	Maryland
SDI (Aberdeen 2) Limited	England and Wales
SDI (Aintree) Limited	England and Wales
SDI (Glasgow Fort) Limited	England and Wales
SDI (Manchester Cheetham Hill) Limited	England and Wales
SDI (Preston) Limited	England and Wales
SDI (Southport) Limited	England and Wales
SDI (Thurrock) Limited	England and Wales
SDI (Wigan) Limited	England and Wales
SDI (Yeovil) Limited	England and Wales
Series B, LLC	Arizona
Series D, LLC	Arizona
Sierra Logistics Center, LLC	Delaware
Spirit AA Columbia Heights MN, LLC	Delaware
Spirit AA Duluth MN, LLC	Delaware
Spirit AA Holland MI, LLC	Delaware
Spirit AA Holland Township MI, LLC	Delaware
Spirit AA Zeeland MI, LLC	Delaware
Spirit AF Amarillo TX, LLC	Delaware
Spirit AH St. John MO, LLC	Delaware
Spirit AP Portfolio I, LLC	Delaware
Spirit AP Portfolio II, LLC	Delaware
Spirit AP Portfolio III, LLC	Delaware
Spirit AS Baton Rouge LA, LLC	Delaware
Spirit AS Macon GA, LLC	Delaware
Spirit AS Richland Hills TX, LLC	Delaware
Spirit BB Evanston IL, LLC	Delaware
Spirit BB Las Cruces NM, LLC	Arizona
Spirit BB Wichita KS, LLC	Delaware
Spirit BD Rapid City SD, LLC	Delaware
Spirit BD Reading PA, LLC	Delaware
Spirit BJ Ft. Lauderdale FL, LLC	Delaware
Spirit BJ Haverhill MA, LLC	Delaware
Spirit BK SMF SPE, LLC	Delaware
Spirit CH Fredericksburg TX, LLC	Delaware
Spirit CK Portfolio I, LLC	Delaware
Spirit CK Portfolio II, LLC	Delaware
Spirit CK Portfolio III, LLC	Delaware
Spirit CK Portfolio IV, LLC	Delaware
Spirit CK Portfolio V, LLC	Delaware
Spirit CK Portfolio VI, LLC	Delaware
Spirit CK Portfolio VII, LLC	Delaware
Spirit CK Portfolio VIII, LLC	Delaware
Spirit CL St. Croix USVI, LLC	Delaware
Spirit CV Amarillo TX, LLC	Delaware
Spirit CV Clinton NY, LLC	New York
Spirit CV Columbia TN I, LLC	Delaware
Spirit CV Florence SC, LLC	Delaware
Spirit CV Gulfport MS, LLC	Delaware
Spirit CV Madison MS, LLC	Delaware
Spirit CV Maynard MA, LLC	Delaware
Spirit CV Mechanicville NY, LLC	Arizona
Spirit CV Myrtle Beach SC, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
Spirit CV Okeechobee FL, LLC	Delaware
Spirit CV Onley VA, LLC	Delaware
Spirit CV Orlando FL, LLC	Delaware
Spirit CV Scioto Trail OH, LLC	Delaware
Spirit CV Waynesville NC, LLC	Delaware
Spirit DA Addison IL, LLC	Delaware
Spirit DG Ardmore TN, LLC	Delaware
Spirit EK Chattanooga TN, LLC	Delaware
Spirit EK Mantua NJ, LLC	Delaware
Spirit EK Vineland NJ, LLC	Delaware
Spirit FC Portfolio I, LLC	Delaware
Spirit FE Baton Rouge LA, LLC	Delaware
Spirit FE Peoria IL, LLC	Delaware
Spirit FL Town Star 2014-2, LLC	Delaware
Spirit General OP Holdings, LLC	Delaware
Spirit GP HD Colma CA, LLC	Arizona
Spirit HD Colma CA, LP	Arizona
Spirit HD Lakewood CO, LLC	Delaware
Spirit HH Mt. Juliet TN, LLC	Delaware
Spirit IM LNC Portfolio I, LLC	Delaware
Spirit IM TX, LLC	Delaware
Spirit JO SMF SPE, LLC	Delaware
Spirit KO Grand Forks ND, LLC	Delaware
Spirit KO Lake Zurich IL, LLC	Delaware
Spirit KO Olathe KS, LLC	Delaware
Spirit KO Tilton NH, LLC	Delaware
Spirit KO Wichita KS, LP	Delaware
Spirit LA Brooklyn Park MN, LLC	Delaware
Spirit LA West Chester OH, LLC	Delaware
Spirit Limited Holdings, LLC	Delaware
Spirit LO Cincinnati OH, LLC	Delaware
Spirit LO Lubbock TX, LP	Delaware
Spirit LO Midland TX, LP	Delaware
Spirit LO Tilton NH, LLC	Delaware
Spirit LR Johnson City TN, LLC	Delaware
Spirit LZ Newington CT, LLC	Delaware
Spirit Master Funding IV, LLC	Delaware
Spirit Master Funding IX, LLC	Delaware
Spirit Master Funding V, LLC	Delaware
Spirit Master Funding VII, LLC	Delaware
Spirit Master Funding X, LLC	Delaware
Spirit MP-TS Midwest Portfolio, LLC	Delaware
Spirit MT Broadview IL, LLC	Delaware
Spirit MT Collierville TN, LLC	Delaware
Spirit MT Dallas TX, LLC	Delaware
Spirit MT Denver CO, LLC	Delaware
Spirit MT Douglasville GA, LLC	Delaware
Spirit MT Warwick RI, LLC	Delaware
Spirit Notes Partner, LLC	Delaware
Spirit NT Blaine MN, LLC	Delaware
Spirit OD Balcones Heights TX, LLC	Delaware
Spirit OD Benton AR, LLC	Delaware
Spirit OD Dayton OH, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
Spirit OD Durham NC, LLC	Delaware
Spirit RA Defiance OH, LLC	Delaware
Spirit RA Enterprise AL, LLC	Delaware
Spirit RA Fredericksburg VA, LLC	Delaware
Spirit RA Fremont OH, LLC	Delaware
Spirit RA Lima OH, LLC	Delaware
Spirit RA Plains PA, LLC	Delaware
Spirit RA Wauseon OH, LLC	Delaware
Spirit Realty, L.P.	Delaware
Spirit Realty AM Corporation	Delaware
Spirit SC Anderson SC, LLC	Delaware
Spirit SPE ALBTSN Portfolio 2013-6, LLC	Delaware
Spirit SPE DG Portfolio 2013-4, LLC	Delaware
Spirit SPE Gallina II, LLC	Delaware
Spirit SPE General Holdings, LLC	Delaware
Spirit SPE General Holdings II, LLC	Delaware
Spirit SPE HG 2015-1, LLC	Delaware
Spirit SPE IM Portfolio 2013-9, LLC	Delaware
Spirit SPE Loan Portfolio 2013-2, LLC	Delaware
Spirit SPE Loan Portfolio 2013-3, LLC	Delaware
Spirit SPE Manager, LLC	Delaware
Spirit SPE Portfolio 2005-3, LLC	Delaware
Spirit SPE Portfolio 2005-4, LP	Delaware
Spirit SPE Portfolio 2005-6, LLC	Delaware
Spirit SPE Portfolio 2007-3, LLC	Delaware
Spirit SPE Portfolio 2012-2, LLC	Delaware
Spirit SPE Portfolio 2012-4, LLC	Delaware
Spirit SPE Portfolio CA C-Stores, LLC	Delaware
Spirit SPE US Amarillo 522, LP	Delaware
Spirit SPE US Amarillo 526, LP	Delaware
Spirit SPE US Amarillo 533, LP	Delaware
Spirit SPE US Childress, LP	Delaware
Spirit SPE US Levelland, LP	Delaware
Spirit SPE US Plainview, LLC	Delaware
Spirit SPE US Snyder, LP	Delaware
Spirit SPE US Wichita Falls, LP	Delaware
Spirit ST Clarksville IN, LLC	Delaware
Spirit ST Greenville SC, LLC	Delaware
Spirit ST Warsaw IN, LLC	Delaware
Spirit TJ Staunton VA, LLC	Arizona
Spirit TS Baldwinsville NY, LLC	Delaware
Spirit TS Baytown TX, LLC	Delaware
Spirit TS Carroll OH, LLC	Delaware
Spirit TS Fairview TN, LLC	Delaware
Spirit TS Fredericksburg TX, LLC	Delaware
Spirit TS Greenfield MN, LLC	Delaware
Spirit TS Mt. Sterling KY, LLC	Delaware
Spirit TS Navasota TX, LLC	Delaware
Spirit TS Parkersburg WV, LLC	Delaware
Spirit TS Prior Lake MN, LLC	Delaware
Spirit TS Rome NY, LLC	Delaware
Spirit VC Victoria TX, LLC	Delaware
Spirit WA Eureka CA, LP	Delaware
Entity	Jurisdiction of Organization
---	---
Spirit WG Albany GA, LLC	Delaware
Spirit WG Canton IL, LLC	Delaware
Spirit WG Columbia MO, LLC	Delaware
Spirit WG Columbus MS, LLC	Delaware
Spirit WG Crossville TN, LLC	Delaware
Spirit WG Dallas TX, LLC	Delaware
Spirit WG Elmira NY, LLC	Delaware
Spirit WG Jacksonville FL, LLC	Delaware
Spirit WG Kansas City (63rd St.) MO, LLC	Delaware
Spirit WG Kansas City (Independence) MO, LLC	Delaware
Spirit WG Kansas City (Linwood) MO, LLC	Delaware
Spirit WG Kansas City (Troost) MO, LLC	Delaware
Spirit WG Knoxville TN, LLC	Delaware
Spirit WG Madeira OH, LLC	Delaware
Spirit WG Memphis TN, LLC	Delaware
Spirit WG Olivette MO, LLC	Delaware
Spirit WG Parkville MO, LLC	Delaware
Spirit WG Picayune MS, LLC	Delaware
Spirit WG San Antonio TX, LLC	Delaware
Spirit WG Seattle WA, LLC	Delaware
Spirit WG Shreveport LA, LLC	Delaware
Spirit WM New London WI, LLC	Delaware
Spirit WM Spencer IN, LLC	Delaware
Tau Acquisition LLC	Delaware
Tau Atlantic, LLC	Delaware
Tau Central, LLC	Delaware
TAU CVJKVFL, LLC	Delaware
TAU FESSPA, LLC	Delaware
Tau Midwest, LLC	Delaware
Tau NC1, LP	Delaware
Tau NC Holding GP, LLC	Delaware
Tau Northeast, LLC	Delaware
Tau NY-NJ, LLC	Delaware
Tau Operating Partnership, L.P.	Delaware
Tau Pennsylvania, L.P.	Delaware
Tau Pennsylvania General Partner, LLC	Delaware
Tau South, LLC	Delaware
Tau West, LLC	Delaware
T Avonmouth JPUT	Jersey
Terraza 1, LLC	Delaware
Terraza 10, LLC	Delaware
Terraza 11, LLC	Delaware
Terraza 12, LLC	Delaware
Terraza 12 Holding LLC	Delaware
Terraza 13, LLC	Delaware
Terraza 14, LLC	Delaware
Terraza 17, LLC	Delaware
Terraza 2, LLC	Delaware
Terraza 3, LLC	Delaware
Terraza 4, LLC	Delaware
Terraza 5, LLC	Delaware
Terraza 6, LLC	Delaware
Terraza 7, LLC	Delaware
Entity	Jurisdiction of Organization
---	---
Terraza 8, LLC	Delaware
Titan Ashbourne POS Limited	England and Wales
Titan Canvey Island POS Limited	England and Wales
Titan Newton Abbot POS Limited	England and Wales
Titan Ormskirk POS LTD	England and Wales
Titan Trio IC Limited	England and Wales
Titan Trio MC Limited	England and Wales
USRP Funding 2001-A, L.P.	Delaware
Vereit Acquisitions, LLC	Delaware
Vereit BE Portfolio, LLC	Delaware
Vereit Bts Acquisitions, LLC	Delaware
VEREIT CNL Funding 2000-A GP, LLC	Delaware
VEREIT CNL Net Lease Funding 2001 GP, LLC	Delaware
Vereit Gsa Services, LLC	Delaware
Vereit Id Mesa Portfolio (Carriage Point Drive), LLC	Delaware
Vereit Id Monroe La, LLC	Delaware
Vereit Income Properties, LLC	Delaware
Vereit Ld Fort Wayne In, LLC	Delaware
Vereit MT Oak Creek WI, LLC	Delaware
Vereit Mt Tucson (Houghton) Az, LLC	Delaware
Vereit Net Lease Funding 2005 GP, LLC	Delaware
VEREIT Operating Partnership, L.P.	Delaware
VEREIT Real Estate, L.P.	Delaware
Vereit Real Estate GP, LLC	Delaware
Vereit Realty Advisors, LLC	Delaware
Vereit Services, LLC	Delaware
Vereit Springing Member, LLC	Delaware
Vereit TRS Corp.	Delaware
Vereit USRP Funding 2001-A GP, LLC	Delaware
Vernon Hills Furniture Store, LLC	Delaware

Document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement No. 333-277150 on Form S-3 and registration statement Nos. 333-283487, 333-256254, 333-260648, and 333-266985 on Form S-8 of our reports dated February 24, 2026, with respect to the consolidated financial statements of Realty Income Corporation and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

San Diego, California

February 24, 2026

Document

EXHIBIT 31.1

Certification of Chief Executive Officer

I, Sumit Roy, certify that:

1.          I have reviewed this annual report on Form 10-K of Realty Income Corporation for the year ended December 31, 2025;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)          Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2026	/s/ SUMIT ROY
	Sumit Roy
	President, Chief Executive Officer

Document

EXHIBIT 31.2

Certification of Chief Financial Officer

I, Jonathan Pong, certify that:

1.          I have reviewed this annual report on Form 10-K of Realty Income Corporation for the year ended December 31, 2025;

2.          Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.          Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.          The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.          The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 24, 2026	/s/ JONATHAN PONG
	Jonathan Pong
	Executive Vice President, Chief Financial Officer and Treasurer

Document

Exhibit 32

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to 18 U.S.C. SECTION 1350

Pursuant to 18 U.S.C. Section 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify, to his best knowledge, that:

(i)      the accompanying annual report on Form 10-K of the Company for the year ended December 31, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended (the “Act”); and

(ii)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ SUMIT ROY
Sumit Roy
President, Chief Executive Officer		/s/ JONATHAN PONG
---
Jonathan Pong
Executive Vice President, Chief Financial Officer and Treasurer

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Act, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.