Item 8.01 Other Events



Amendment to Sales Agreement

On August 5, 2020, Realty Income Corporation (the "Company") entered into that certain Amendment No. 1 to Sales Agreement (the "Amendment"), which amended the Sales Agreement, dated December 6, 2019, by and among the Company, the sales agents party thereto, and the forward purchasers party thereto (as amended, the "Sales Agreement"). Pursuant to the Amendment, among other things, Truist Securities, Inc. succeeded to and assumed all the rights and obligations of BB&T Capital Markets, a division of BB&T Securities, LLC ("BB&T") under the Sales Agreement and replaced BB&T as a sales agent thereunder.

The Amendment is filed herewith as Exhibit 1.1. The description of the Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the Amendment filed herewith as Exhibit 1.1 hereto and incorporated herein by reference.

Updated United States Federal Income Tax Disclosure

The discussion under the heading "United States Federal Income Tax Considerations" in Exhibit 99.1 hereto, which is incorporated herein by reference, supersedes and replaces in their entirety (i) the discussion under the heading "United States Federal Income Tax Considerations" in Exhibit 99.1 to the Current Report on Form 8-K filed by Realty Income Corporation (the "Company") with the Securities and Exchange Commission (the "SEC") on February 22, 2019, as amended and supplemented by the discussion under the heading "Supplemental U.S. Federal Income Tax Considerations" in Exhibit 99.1 to the second Current Report on Form 8-K filed by the Company with the SEC on May 8, 2020, and (ii) the discussion under the heading "United States Federal Income Tax Considerations" in the prospectus dated November 5, 2018, which is a part of the Company's Registration Statement on Form S-3 (File No. 333-228157) filed with the SEC on November 5, 2018 and which is also attached to (a) each of three prospectus supplements dated November 5, 2018 filed by the Company with the SEC on November 5, 2018 pursuant to Rule 424(b) of the Securities Act of 1933, as amended ("Rule 424(b)"), and (b) the prospectus supplement dated December 6, 2019 filed by the Company with the SEC on December 6, 2019 pursuant to Rule 424(b).

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



  1.1        Amendment No. 1 to Sales Agreement, dated as of August 5, 2020, by and
           among the Company, the sales agents party thereto and the forward
           purchasers party thereto
  99.1       United States Federal Income Tax Considerations
104        Cover Page Interactive Data File (formatted as inline XBRL and contained
           in Exhibit 101)

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