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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-25 · 95 added, 96 removed, 493 unchanged (28% of the section changed)

1 unchanged sentence

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) 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.

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.

28 unchanged sentences

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.

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.

58 unchanged sentences

001-13374) and incorporated herein by reference).

3.16 Articles Supplementary to the Articles of Incorporation of Realty Income Corporation classifying and designating the 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit no.

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

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 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.

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).

5 unchanged sentences

001-13374) and incorporated herein by reference).

4.5 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).

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 “3.875% Notes due 2024” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on June 25, 2014 (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.

15 unchanged sentences

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).

4.16 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).

4.17 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 (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.

12 unchanged sentences

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

4.25 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 (File No.

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).

3 unchanged sentences

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

4.28 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 (File No.

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).

11 unchanged sentences

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

4.35 Indenture, dated as of February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S.

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).

4.36 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.

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).

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

4.34 First Supplemental Indenture, dated 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).

4.38 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).

4.39 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.

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).

4.40 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.

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).

4.41 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.

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).

4.42 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.

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).

4.43 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.

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) .

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

4.41 Second Supplemental Indenture, dated 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 (File No.

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

4.45 Third Supplemental Indenture, dated as of November 9, 2021, by and among VEREIT Operating Partnership, L.P., Rams MD Subsidiary I, Inc.

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.

1 unchanged sentence

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

4.46 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).

4.43 Form of 4.875% Notes due June 1, 2026.

19 unchanged sentences

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

4.54 Officers’ Certificate dated October 13, 2022 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 “5.625% 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).

4.55 Form of 5.050% Note due 2026 issued on January 13, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 13, 2023 (File No.

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).

1 unchanged sentence

001-13374) and incorporated herein by reference) .

4.57 Officers’ Certificate dated January 13, 2023 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 “5.050% Notes due 2026” and a new series of debt securities entitled “4.850% Notes due 2030” 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 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.

2 unchanged sentences

001-13374) and incorporated herein by reference).

4.60 Officers’ Certificate dated April 14, 2023 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 “4.700% 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.

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).

3 unchanged sentences

001-13374) and incorporated herein by reference).

4.63 Officers’ Certificate dated July 6, 2023 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 “4.875% 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.

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).

3 unchanged sentences

001-13374) and incorporated herein by reference).

4.66 Officers’ Certificate dated December 5, 2023 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 “5.750% 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 no.

4.4 to the Company’s Form 8-K, filed on December 5, 2023 (File No.

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).

5 unchanged sentences

001-13374) and incorporated herein by reference).

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

4.64 Indenture, dated 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).

4.71 First Supplemental Indenture, dated as of August 18, 2016, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

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).

4.72 Second Supplemental Indenture, dated as of June 27, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

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).

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

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

001-36004) and incorporated by reference herein).

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

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).

4.75 Fifth Supplemental Indenture, dated as of August 6, 2020, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

4.69 Fifth Supplemental Indenture, dated August 6, 2020, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

001-36004) and incorporated by reference herein).

4.76 Sixth Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

4.70 Sixth Supplemental Indenture, dated March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

001-36004) and incorporated by reference herein).

4.77 Seventh Supplemental Indenture, dated as of March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S.

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).

4.78 Eighth Supplemental Indenture, dated as of January 23, 2024, by and among Spirit Realty, L.P., Saints MD Subsidiary, Inc.

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 no.

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

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) .

4.79 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.

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).

4.80 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.

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).

4.81 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.

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).

4.82 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.

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).

4.83 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.

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).

3 unchanged sentences

001-13374) and incorporated herein by reference).

4.86 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.

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).

1 unchanged sentence

001-13374) and incorporated herein by reference) .

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.

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) .

3 unchanged sentences

001-13374) and incorporated herein by reference) .

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.

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).

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 the Company's Form 8-K, filed on January 8, 2026 (File No.

001-13374) and incorporated by reference herein).

4.96* Description of Securities.

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001-13374) and incorporated herein by reference).

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

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.

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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.

10.16+ 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 Second Amended and Restated Credit Agreement dated August 7, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on August 12, 2019 (File No.

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).

10.22 First Amendment to the Second Amended and Restated Credit Agreement dated December 22, 2021 (filed as exhibit 10.1 to the Company's Form 8-K, filed on December 28, 2021 (File No.

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 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.

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 First Amendment to Third Amended and Restated Credit Agreement, dated December 21, 2023, 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 no.

10.1 to the Company’s Form 8-K filed on December 21, 2023 (File No.

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).

10.25 First Amendment to Term Loan Agreement, dated December 21, 2023, by and among the Company, as Borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as Administrative Agent (filed as exhibit no.

10.2 to the Company’s Form 8-K filed on December 21, 2023 (File No.

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 Term Loan Agreement, dated January 6, 2023, by and among Realty Income Corporation, as borrower, the lender parties thereto, as lenders, and Toronto Dominion (Texas) LLC, as administrative agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 6, 2023 (File No.

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 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.

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 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.

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

2 unchanged sentences

Insider Trading Policy

19.1* Insider Trading Compliance 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

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Priscilla Almodovar

/s/JACQUELINE BRADY Date:

February 25, 2025

Jacqueline Brady

LARRY CHAPMAN Date:

7 unchanged sentences

Mary Hogan Preusse

/s/KIM HOURIHAN Date:

February 24, 2026

/s/PRIYA CHERIAN HUSKINS Date:

67 unchanged sentences

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

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

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

Pet Supplies and Services 145 $ — $ 147,021 $ 439,900 $ 14,517 $ 239 $ 147,021 $ 454,656 $ 601,677 $ 88,508 1945 - 2023 12/22/1981 - 12/9/2024

8 unchanged sentences

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

33 — 65,880 177,863 9,811 — 65,880 187,674 253,554 20,302 1964 - 2021 8/18/1986 - 11/19/2024

Apparel 10 — 102,735 260,703 1,519 — 102,735 262,222 364,957 19,647 1850 - 2008 4/19/2021 - 11/21/2025

7 unchanged sentences

Entertainment 1 — 24,051 37,911 384 — 24,051 38,295 62,346 6,015 1993 - 1993 1/13/2022 - 1/13/2022

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 — 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

4 unchanged sentences

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

12 unchanged sentences

(dollars in thousands)

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.

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 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.

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.

Includes mortgages payable secured by 14 properties and excludes unamortized net discounts and deferred financing costs of $ 0.1 million.

The aggregate cost for federal income tax purposes for Realty Income Corporation is $ 71.0 billion and for Crest Net Lease, Inc.

22 unchanged sentences

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.

(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.

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.

(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.

REALTY INCOME CORPORATION AND SUBSIDIARIES

16 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