Realty Income Corporation, on April 7, 2026, closed its offering of $800 million aggregate principal amount of its 4.750% Notes due 2033, pursuant to a purchase agreement dated March 30, 2026 entered into by and among the Company, Wells Fargo Securities, LLC, BBVA Securities Inc., BofA Securities Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC as representatives of the underwriters. The aggregate principal amount of the Securities of such series which may be authenticated and delivered under the Indenture is limited to $800,000,000 except for Securities of such series authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture; provided, however, that such series of Securities may be re-opened by the Company from time to time for the issuance of additional Securities of such series, so long as any such additional Securities of such series have the same form and terms (other than, if applicable, the offering price, underwriting or other discounts and commissions, the original date of issuance, the first date on which interest thereon shall be payable and the date from which interest thereon shall begin to accrue), and carry the same right to receive accrued and unpaid interest, as the Securities of such series theretofore issued; provided, however, that, notwithstanding the foregoing, such series of Securities may not be re-opened if the Company has effected defeasance or covenant defeasance with respect to the Securities of such series pursuant to Section 1402 and 1403, respectively, of the Indenture or has effected satisfaction and discharge with respect to the Securities of such series pursuant to Section 401 of the Indenture. The Securities of such series shall be sold by the Company to the several underwriters named in the Purchase Agreement dated March 30, 2026, for whom Wells Fargo Securities, LLC, BBVA Securities Inc., BofA Securities Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC are acting as representatives, at a price equal to 97.611% of the principal amount thereof.
The initial price to the public of the Securities of such series shall be 98.261% of the principal amount thereof, plus accrued interest from April 7, 2026 if settlement occurs after that date. Underwriting discounts and commissions shall be 0.650% of the principal amount of the Securities of such series. The final maturity date of the Securities of such series on which the principal thereof is due and payable shall be April 15, 2033.
The principal of the Securities of such series shall bear interest at the rate of 4.750% per annum from April 7, 2026 or from the most recent date to which interest has been paid or duly provided for, payable semiannually in arrears on April 15 and October 15 (each, an Interest Payment Date) of each year, commencing October 15, 2026, to the Persons in whose names the Securities of such series (or one or more Predecessor Securities of such series) are registered at the close of business on the April 1 and October 1 (each, a Regular Record Date), respectively, immediately prior to such Interest Payment Dates, regardless of whether such Regular Record Date is a Business Day. Interest on the Securities will be computed on the basis of a 360-day year of twelve 30-day months. If any principal of, or premium, if any, or interest on, any of the Securities of such series is not paid when due, then such overdue principal and, to the extent permitted by law, such overdue premium or interest, as the case may be, shall bear interest until paid or until such payment is duly provided for at the rate of 4.750% per annum.
Chicago, Illinois is hereby designated as a Place of Payment for the Securities of such series. The place where the principal of and premium, if any, and interest on the Securities of such series shall be payable, where Securities of such series may be surrendered for the registration of transfer or exchange, and where notices or demands to or upon the Company in respect of the Securities of such series and the Indenture may be served shall be the office or agency maintained by the Company for such purpose in Chicago, Illinois, which shall initially be an office of the Trustee in Chicago, Illinois, which on the date hereof is located at The Bank of New York Mellon Trust Company, N.A., 311 South Wacker Drive, Suite 6200B, Floor 62, Mailbox #44, Chicago, Illinois 60606; provided, that, so long as any Certificated Securities (as defined in the Form of Security) of such series are outstanding, the Borough of Manhattan, The City of New York shall also be a Place of Payment for the Securities of such series and the Company will maintain an office or agency in the Borough of Manhattan, The City of New York where the principal of and premium, if any, and interest on the Securities of such series shall be payable, where Securities of such series may be surrendered for registration of transfer or exchange, and where notices or demands to or upon the Company in respect of the Securities of such series and the Indenture may be served. The Securities of such series were redeemable at any time, as a whole or from time to time in part, at the option of the Company at the times and on the terms and subject to the conditions set forth in the Indenture and in the Form of Security of such series.
The Securities of such series would not be repayable or redeemable at the option of the Holders prior to the final maturity date of the principal thereof (except as provided in Article Five of the Indenture) and would not be subject to a sinking fund or analogous provision. The Securities of such series would be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Trustee would be the initial trustee, Security Registrar, transfer agent and Paying Agent for the Securities of such series.
The entire outstanding principal amount of the Securities of such series would be payable upon declaration of acceleration of the maturity of the Securities of such series pursuant to Section 502 of the Indenture. Payment of the principal of and premium, if any, and interest on the Securities of such series would be made in Dollars and the Securities of such series would be denominated in Dollars. Other than amounts payable upon redemption of the Securities at the option of the Company prior to February 15, 2033, the amount of payments of principal of and premium, if any, and interest on the Securities of such series would not be determined with reference to an index, formula or other similar method.


















