What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2022-05-05 compared with 2021-11-02 · 143 added, 44 removed, 58 unchanged (76% of the section changed)

Unregistered Sales of Equity Securities and Use of Proceeds

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

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

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

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

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

• 47,916 shares of stock, at a weighted average price of $71.59, in January 2022;

• 23,717 shares of stock, at a weighted average price of $66.68, in February 2022;

• 171 shares of stock, at a weighted average price of $65.94, in March 2022.

Table of Content s

Articles of Incorporation and Bylaws

2.1 Agreement and Plan of Merger, dated as of April 29, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc.

and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on April 30, 2021 and incorporated herein by reference).

and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on April 30, 2021 (File No.

001-13374) , and incorporated herein by reference).

2.2 First Amendment to Agreement and Plan of Merger, dated as of June 25, 2021, by and among Realty Income Corporation, Rams MD Acquisition Sub I, Inc., Rams Acquisition Sub II, LLC, VEREIT, Inc.

and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on June 25, 2021 and incorporated herein by reference).

and VEREIT Operating Partnership, L.P (filed as exhibit 2.1 to the Company's Form 8-K, filed on June 25, 2021 (File No.

001-13374), and incorporated herein by reference).

3.1 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 (File 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).

36 unchanged sentences

001-13374) and incorporated herein by reference).

4.7 Form of 3.875% Note due 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on June 25, 2014 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 “3.875% Notes due 2024” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on June 25, 2014 and incorporated herein by reference).

4.9 Form of 4.125% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on September 23, 2014 and incorporated herein by reference).

4.10 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 and incorporated herein by reference).

4.11 Form of 3.000% Note due 2027 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 12, 2016 and incorporated herein by reference).

4.12 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 and incorporated herein by reference).

4.13 Form of 4.650% Note due 2047 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference).

4.14 Form of 4.125% Note due 2026 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 15, 2017 and incorporated herein by reference).

4.7 Form of 3.875% Note due 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on June 25, 2014 (File No.

001-13374) , and incorporated herein by reference).

001-13374), and incorporated herein by reference).

4.9 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.

001-1 3374), and incorporated herein by reference).

001-11374), and incorporated herein by reference).

Table of Content s

4.11 Form of 3.000% Note due 2027 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 12, 2016 (F ile No.

001-13374), and incorporated herein by reference).

4.13 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).

4.14 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).

4.15 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 and incorporated herein by reference).

4.16 Form of 3.650% Note due 2028 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 6, 2017 and incorporated herein by reference).

4.17 Form of 4.650% Note due 2047 (filed as exhibit 4.4 to the Company’s Form 8-K, filed on December 6, 2017 and incorporated herein by reference).

4.18 Form of 3.875% Note due 2025 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on April 4, 2018 and incorporated herein by reference).

001-13374), and incorporated herein by reference).

4.16 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).

4.17 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).

4.18 Form of 3.875% Note due 2025 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on April 4, 2018 (File No.

001-13374), and incorporated herein by reference).

4.19 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 “3.875% Notes due 2025” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on April 4, 2018 and incorporated herein by reference).

4.20 Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June 16, 2019 and incorporated herein by reference).

4.21 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 and incorporated herein by reference).

4.22 Description of Securities (filed as exhibit 4.22 to the Company's 10-K, filed on February 23, 2021 and incorporated herein by reference).

4.23 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, 2020 and incorporated herein by reference).

4.24 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, 2020 and incorporated herein by reference).

4.25 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, and incorporated herein by reference).

4.26 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, and incorporated herein by reference).

4.27 Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, 2020 and incorporated herein by reference).

4.28 Officers’ Certificate dated October 1, 2020 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 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 and incorporated herein by reference).

4.29 Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, 2020 and incorporated herein by reference).

4.30 Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, 2020 and incorporated herein by reference).

4.31 Officers’ Certificate dated December 14, 2020 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 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 and incorporated herein by reference).

4.32 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 and incorporated herein by reference).

4.33 Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021 and incorporated herein by reference)

4.34 Form of 1.750% Notes due 2033 (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 13, 2021 and incorporated herein by reference)

001-13374), and incorporated herein by reference).

4.20 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).

4.22 Description of Securities (filed as exhibit 4.20 to the Company's 10-K, filed on February 22, 2022 (File No.

001-13374), and incorporated herein by reference).

4.23 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).

4.24 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).

4.27 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).

4.29 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).

4.30 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).

4.33 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)

4.34 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)

4.35 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).

4.36 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).

Table of Content s

4.37 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 “1.87% 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).

4.38 Indenture, dated as of 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).

4.39 Officers’ Certificate, dated as of 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).

4.40 First Supplemental Indenture, dated as of February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc.

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).

4.41 Officers’ Certificate, dated as of 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).

4.42 Officers’ Certificate, dated as of 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).

4.43 Officers’ Certificate, dated as of October 16, 2018 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on October 16, 2018 (File No.

001-35263), and incorporated herein by reference).

4.44 Officers’ Certificate, dated as of 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).

4.45 Officers’ Certificate, dated as of 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).

4.46 Officers’ Certificate, dated as of 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) .

4.47 Second Supplemental Indenture, dated as of November 1, 2021, by an among Rams MD Subsidiary I, Inc., VEREIT Operating Partnership, L.P., VEREIT, Inc.

Bank National Association, as trustee (filed as exhibit 4.10 to the Company's Form 8-K, filed on November 1, 2021 (Fi le No.

001-13374), and incorporated herein by reference) .

4.48 Third Supplemental Indenture, dated as of 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).

4.49 Form of 4.600% Notes due February 6, 2024.

(filed as exhibit 4.2 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

4.50 Form of 4.625% Notes due November 1, 2025.

(filed as exhibit 4.3 to the Company's Form 8-K, filed on November 15, 2021 (File No.

001-13374), and incorporated herein by reference).

4.51 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).

4.52 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).

4.53 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).

4.54 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).

4.55 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).

4.56 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).

Material Contracts

10.1 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 and incorporated herein by reference).

10.2 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 and incorporated herein by reference).

10.3 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 Current Report on Form 8-K filed on July 22, 2021 and incorporated herein by reference).

10.1+ 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, filed on Feb ruary 2 3 , 2022 (F il e No.

001-13374), and incorporated herein by reference).

10.2+ Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Executives under the Realty Income Corporation 2021 Incentive Award Plan.

(filed as Exhibit 10.2 2 to the Company's Form 10-K, filed on February 23, 2022 (File No.

001 -13374), and incorporated herein by reference).

10.3+ Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.2 3 to the Company's Form 10-K, filed on February 23, 2022 (File No.

001-13374), and incorporated herein by reference).

10.4+ Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.2 4 to the Company's Form 10-K, filed on February 23, 2022 (File No.

001-13374), and incorporated herein by reference).

10.5 Third Amended and Restated Credit Agreement 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 28 , 2022 (File No.

001-13374), and incorporated herein by reference).

Certifications

3 unchanged sentences

33-8212 and 34-47551.

*32 Section 1350 Certifications as furnished by the Chief Executive Officer and the Chief Financial Officer pursuant to SEC release No.

33-8212 and 34-47551.

*32 Section 1350 Certifications as furnished by the Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Table of Content s

Interactive Data Files

*101 The following materials from Realty Income Corporation’s Quarterly Report on Form 10-Q for the period ended September 30, 2021 formatted in Inline Extensible Business Reporting Language:

*101 The following materials from Realty Income Corporation’s Quarterly Report on Form 10-Q for the period ended March 31, 2022 formatted in Inline Extensible Business Reporting Language:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income and Comprehensive Income, (iii) Consolidated Statements of Stockholders' Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.

*104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline Extensible Business Reporting Language.

*104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in Inline Extensible Business Reporting Language.

* Filed herewith.

+ Indicates a management contract or compensatory plan or arrangement.

Table of Content s

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REALTY INCOME CORPORATION

November 2, 2021

Senior Vice President, Controller

Senior Vice President, Controller and Principal Accounting Officer

(Principal Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities