What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-25 compared with 2024-02-21 · 55 added, 79 removed, 534 unchanged (20% of the section changed)

3 unchanged sentences

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.

As of and for the quarter ended December 31, 2023, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024, 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, 2024 our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

21 unchanged sentences

Other Information

Director and Officer Trading Arrangements

Director and Officer Trading Arrangements and Policies

During the three months ended December 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.”

1 unchanged sentence

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 policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

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 2025 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

3 unchanged sentences

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 2025 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

Certain Relationships, Related Transactions and Director Independence

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 2025 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.

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Consolidated Balance Sheets,

December 31, 2023 and 2022

December 31, 2024 and December 31, 2023

Consolidated Statements of Income and Comprehensive Income,

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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.

Plans of acquisition, reorganization, arrangement, liquidation or succession

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 (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 (File No.

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

2.3 Agreement and Plan of Merger, dated as of October 29, 2023, by and among Realty Income Corporation, Saints MD Acquisition Sub, Inc.

and Spirit Realty Capital, Inc.

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

3.1 Amended and Restated Bylaws of the Company dated November 3, 202 3 ( filed as exhibit 3.1 to th e Company's Form 10-Q, filed on November 7 , 2023 (File No.

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).

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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 herein by reference.

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.

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001-13374) and incorporated herein by reference).

4.87 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).

4.88* Description of Securities.

Material Contracts

10.1+ Realty Income Corporation 2012 Incentive Award Plan (filed as Appendix B to the Company’s Proxy Statement on Schedule 14A filed on March 30, 2012 (File No.

001-13374) and incorporated herein by reference).

10.2+ Form of Restricted Stock Agreement for Employees under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 8, 2013 (File No.

4.87 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) .

10.3+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.2 to the Company’s Form 8-K, filed on January 8, 2013 (File No.

4.88 Officers’ Certificate dated August 26, 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 “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) .

10.4+ Form of Addendum to Restricted Stock Agreement (filed as exhibit 10.2 to the Company’s Form 8-K, filed on June 19, 2013 (File No.

4.89 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) .

10.5+ 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.

4.90 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) .

10.6+ Form of Performance Share Award Agreement (filed as exhibit 10.1 to the Company’s Form 10-Q, filed on April 30, 2015 (File No.

4.91 Officers’ Certificate dated September 4, 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 “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) .

4.92* 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).

10.8+ Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on July 30, 2015, as a prospectus supplement to the Company’s prospectus dated February 22, 2013 (File No.

333-186788) and incorporated herein by reference).

10.9+ Form of Restricted Stock Agreement (filed as exhibit 10.30 to the Company’s Form 10-K for the year ended December 31, 2015, filed on February 11, 2016 (File No.

001-13374) and incorporated herein by reference).

10.10+ Form of Restricted Stock Unit Award Agreement (filed as exhibit 10.31 to the Company’s Form 10-K for the year ended December 31, 2015, filed on February 11, 2016 (file No.

001-13374) and incorporated herein by reference).

10.11+ First Amendment to Realty Income Corporation 2012 Incentive Award Plan.

(filed as exhibit 10.33 to the Company’s Form 10-K, filed on February 23, 2017 (File No.

001-13374) and incorporated herein by reference).

10.12+ Second Amendment to Realty Income Corporation 2012 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on February 17, 2017 (File No.

001-13374) and incorporated herein by reference).

10.13+ Form of Performance Share Award Agreement (filed as exhibit 10.3 to the Company’s Form 10-Q for the quarter ended March 31, 2017, filed on April 30, 2017 (File No.

001-13374) 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.

2 unchanged sentences

001-13374) and incorporated herein by reference).

10.16+ Severance Agreement and General Release dated January 29, 2020 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 30, 2020 (File No.

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).

10.17+ Participation Agreement to Realty Income Executive Severance Plan, dated as of October 12, 2020, by and between Realty Income Corporation and Christie B.

(filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 13, 2020 (File No.

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).

3 unchanged sentences

001-13374) and incorporated herein by reference).

10.8*+ Second Amendment to the Realty Income Corporation 2021 Incentive Award Plan.

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.

10 unchanged sentences

001-13374) and incorporated herein by reference).

10.26+ Form of Restricted Stock Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.26 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).

10.28+ Form of Performance Share Award Agreement for Executive Officers (Christie Kelly) under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.28 to the Company's Form 10-K, filed on February 22, 2023 (File No.

001-13374) and incorporated herein by reference).

10.29+ 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).

10.16*+ Form of Deferred Restricted Stock Unit Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan.

10.17*+ Form of Deferred Restricted Stock Unit Agreement for Executive Vice Presidents under the Realty Income Corporation 2021 Incentive Award Plan.

10.18*+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan.

10.19*+ Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan.

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.

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Policy Relating to Recovery of Erroneously Awarded Compensation

97.1*+ Realty Income Corporation Policy for Recovery of Erroneously Awarded Compensation, dated October 2, 2023 .

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.

Subsidiaries of the Registrant

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Certifications

31.1* Certification of the Chief 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 Chief 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 Chief Executive Officer and the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

Interactive Data Files

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Priya Cherian Huskins

JACOBSON Date:

February 25, 2025

/s/GERARDO I.

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February 25, 2025

MERRIMAN Date:

February 21, 2024

/s/SUMIT ROY Date:

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(Principal Financial Officer)

/s/ NEALE REDINGTON Date:

February 25, 2025

Senior Vice President, Controller, Principal Accounting Officer

Neale Redington

Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer)

14 unchanged sentences

Child Care 362 — 189,614 420,301 5,694 678 189,614 426,673 616,287 141,159 1949 - 2023 12/22/1981 - 1/23/2024

Consumer Appliances 1 — 4,275 29,317 31 — 4,275 29,348 33,623 789 2020 - 2020 1/23/2024 - 1/23/2024

Consumer Electronics 35 — 75,567 191,130 2,563 51 75,567 193,744 269,311 30,281 1984 - 2021 6/9/1997 - 1/23/2024

24 unchanged sentences

Office Supplies 18 — 21,116 50,542 1,150 339 21,116 52,031 73,147 9,910 1978 - 2014 5/30/1997 - 1/23/2024

Oil & Gas 1 — 800 1,242 — — 800 1,242 2,042 987 1999 - 1999 2/9/2005 - 2/9/2005

Other Manufacturing 45 — 69,697 374,706 3,505 240 69,697 378,451 448,148 35,439 1949 - 2018 1/22/2013 - 2/1/2024

Packaging 35 122 72,777 337,370 52,849 — 72,777 390,219 462,996 63,011 1956 - 2016 6/3/2011 - 1/23/2024

REALTY INCOME CORPORATION AND SUBSIDIARIES

4 unchanged sentences

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

Packaging 18 $ 626 $ 45,730 $ 237,725 $ 2,480 $ — $ 45,730 $ 240,205 $ 285,935 $ 52,665 1956 - 2016 6/3/2011 - 1/5/2023

Paper 2 $ — $ 2,462 $ 11,935 $ 45 $ — $ 2,462 $ 11,980 $ 14,442 $ 5,544 2002 - 2006 5/2/2011 - 12/21/2012

9 unchanged sentences

Wholesale Club 68 — 351,490 887,814 22 — 351,490 887,836 1,239,326 212,968 1985 - 2021 9/30/2011 - 1/23/2024

Other 16 — 31,434 54,994 3,916 — 31,434 58,910 90,344 9,830 1986 - 2021 8/18/1986 - 4/10/2023

Other US 31 — 73,313 182,468 14,436 — 73,313 196,904 270,217 15,149 1970 - 2021 8/18/1986 - 11/21/2024

Apparel 7 — 79,550 197,647 30 — 79,550 197,677 277,227 9,959 1950 - 2005 4/19/2021 - 10/11/2024

8 unchanged sentences

Food Processing 7 — 32,909 89,288 2,474 — 32,909 91,762 124,671 7,364 1950 - 2021 11/30/2021 - 2/23/2023

Financial Services 1 — 130,747 21,020 — — 130,747 21,020 151,767 82 1934 - 1934 11/12/2024 - 11/12/2024

General Merchandise 26 — 205,983 290,261 2,057 — 205,983 292,318 498,301 20,452 1980 - 2023 8/25/2021 - 6/14/2024

12 unchanged sentences

Wholesale Club 8 — 53,133 96,033 — — 53,133 96,033 149,166 8,089 1966 - 2002 10/28/2022 - 2/9/2024

Other 3 — 75,775 — 7,125 — 75,775 7,125 82,900 — 2023 - 2023 4/27/2023 - 9/29/2023

Other Europe 7 — 107,576 — 115,628 — 107,576 115,628 223,204 — — - — 4/27/2023 - 7/29/2024

15,622 $ 81,271 $ 17,374,585 $ 40,456,911 $ 562,352 $ 7,386 $ 17,374,585 $ 41,026,649 $ 58,401,234 $ 7,396,924

3 unchanged sentences

(dollars in thousands)

Realty Income Corporation owns or holds interests in 12,851 single-client properties in the United States and Puerto Rico, our corporate headquarters property in San Diego, California, 191 single-client properties in the United Kingdom, and 148 single-client properties elsewhere in Europe.

Realty Income Corporation owns or holds interests in 14,922 single-client properties in the U.S., our corporate headquarters property in San Diego, California, 220 single-tenant properties in the U.K., and 168 single-client properties elsewhere in Europe.

Crest Net Lease, Inc.

owns seven single-client properties in the United States.

Realty Income Corporation also owns or holds interests in 149 multi-client properties in the United States, 100 multi-client properties in the United Kingdom, and 12 multi-client properties elsewhere in Europe.

Includes mortgages payable secured by 131 properties and excludes unamortized discount and deferred financing costs of $ 0.8 million.

owns six single-client properties in the U.S.

Realty Income Corporation also owns or holds interests in 171 multi-client properties in the U.S., 119 multi-tenant properties in the U.K., and 15 multi-client properties elsewhere in Europe.

Includes mortgages payable secured by 17 properties and excludes unamortized net premiums and discounts and deferred financing costs of $ 0.5 million.

The aggregate cost for federal income tax purposes for Realty Income Corporation is $ 66.2 billion and for Crest Net Lease, Inc.

7 unchanged sentences

6,838,500 — —

Less amounts allocated to acquired lease intangible assets and liabilities on our Consolidated Balance Sheets ( 484,096 ) ( 625,730 ) ( 826,064 )

Improvements, Etc.

54,904 99,484 56,567

Less amounts allocated to acquired lease intangible assets and liabilities ( 253,904 ) ( 484,096 ) ( 625,730 )

Improvements 122,887 54,904 99,484

Other (leasing costs and building adjustments) (2)

4 unchanged sentences

Cost of equipment sold 24 11 —

Orion Divestiture (1)

Releasing costs — — 53

2 unchanged sentences

Foreign currency translation ( 261,565 ) 329,618 ( 413,453 )

Balance at Close of Period $ 49,642,486 $ 42,689,699 $ 35,952,659

Balance at end of period $ 58,401,234 $ 49,642,486 $ 42,689,699

(1) Represents acquired assets from the Merger.

For further information, s ee note 2, Merger with Spirit Realty Capital, Inc., to our consolidated financial statements.

(2) The year ended December 31, 2024 includes contributions to $ 46.5 million of 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.

The year ended December 31, 2022 includes $ 3.3 million right of use assets under finance leases, $ 43.0 million mortgage assumption, and $ 51.2 million RI LP Op Units.

(3) The year ended December 31, 2024 includes $ 7.7 million for building razed and $ 267.6 million of impairment, excluding impairment of depreciation, in-place and above-market leases.

The year ended December 31, 2023 includes $ 14.0 million for building razed and $ 97.5 million of impairment, excluding impairment of depreciation, in-place and above-market leases.

The year ended December 31, 2022 includes $ 13.6 million for building razed and $ 25.9 million of impairment.

REALTY INCOME CORPORATION AND SUBSIDIARIES

2 unchanged sentences

(dollars in thousands)

(1) Represents derecognition of assets from the Orion Divestiture.

For further information, see note 2 , Merger with VEREIT, Inc.

and Orion Office REIT Inc.

Divestiture, to our consolidated financial statements.

(2) 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.

2022 includes reclassification of $ 3.3 million right of use assets under finance leases, $ 43.0 million mortgage assumption, and $ 51.2 million RI Ops LP Units.

2021 includes $ 20.1 million right of use assets under finance leases and $ 43.7 million mortgage assumption.

(3) The year ended December 31, 2023 includes $ 14.0 million for building razed and $ 97.5 million of impairment, excluding impairment of depreciation, in-place and above- market leases.

The year ended 2022 includes $ 13.6 million for building razed and $ 25.9 million of impairment.

The year ended 2021 includes $ 43.0 million for building razed and $ 39.0 million of impairment.

The following is a reconciliation of accumulated depreciation for the years ended (in thousands):

12 unchanged sentences

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-K

Item 9A. Controls and Procedures