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Item 5. Other Information

2024-08-06 compared with 2024-05-07 · 5 added, 75 removed, 22 unchanged (78% of the section changed)

1 unchanged sentence

Director and Officer Trading Arrangements

During the three months ended March 31, 2024, 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.”

During the three months ended June 30, 2024, 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.”

Plans of acquisition, reorganization, arrangement, liquidation or succession

2 unchanged sentences

(filed as exhibit 2.1 to the Company's Form 8-K, filed on October 30, 2023 and incorporated herein by reference).

Instruments defining the rights of security holders, including indentures

4.1 Indenture dated as of October 28, 1998 between the Company and The Bank of New York (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 (File No.

001-13374) and incorporated herein by reference).

4.2 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 ).

4.3 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).

4.4 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).

4.5 Indenture, dated as of August 18, 2016, between Spirit Realty, L.P.

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).

4.6 First Supplemental Indenture, dated as of 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).

4.7 Second Supplemental Indenture, dated as of 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).

4.8 Third Supplemental Indenture, dated as of September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

001-36004) and incorporated by reference herein).

4.9 Fourth Supplemental Indenture, dated as of 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).

4.10 Fifth Supplemental Indenture, dated as of 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).

4.11 Sixth Supplemental Indenture, dated as of 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).

4.12 Seventh Supplemental Indenture, dated as of 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).

4.13 Eighth Supplemental Indenture, dated as of 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 no.

4.9 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference) .

4.14 Form of 4.450% Notes due September 15, 2026 issued on January 23, 2024 (filed as exhibit no.

4.11 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.15 Form of 3.200% Notes due January 15, 2027 issued on January 23, 2024 (filed as exhibit no.

4.12 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.16 Form of 2.100% Notes due March 15, 2028 issued on January 23, 2024 (filed as exhibit no.

4.13 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.17 Form of 4.000% Notes due July 15, 2029 issued on January 23, 2024 (filed as exhibit no.

4.14 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.18 Form of 3.400% Notes due January 15, 2030 issued on January 23, 2024 (filed as exhibit no.

4.15 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

4.19 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).

4.20 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).

4.21 Officers’ Certificate, dated as of January 23, 2024, pursuant to Sections 201, 301 and 303 of the Indenture, dated as of October 28, 1998, between Realty Income Corporation 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).

4.22 Form of Specimen Certificate for Realty Income’s 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit no.

4.1 to the Company’s Form 8-A12B, filed on January 22, 2024 (File No.

001-13374) and incorporated herein by reference).

Material Contracts

10.1 Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit no.

10.1 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

10.2 Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among Realty Income Corporation, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit no.

10.2 to the Company’s Form 8-K, filed on January 24, 2024 (File No.

001-13374) and incorporated herein by reference).

Certifications

14 unchanged sentences

REALTY INCOME CORPORATION

Senior Vice President, Controller and Principal Accounting Officer

(Principal Accounting Officer)

August 6, 2024

/s/ JONATHAN PONG

Jonathan Pong

Executive Vice President, Chief Financial Officer and Treasurer

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 5. Other Information