Item 8.01 Other Events

On June 30, 2021, Realty Income Corporation (the "Company") entered into a purchase agreement with Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters listed therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters 8,000,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), plus up to an additional 1,200,000 shares of Common Stock if the Underwriters exercise their option to purchase additional shares of Common Stock in full. On July 1, 2021, the Underwriters exercised their option to purchase additional shares of Common Stock in full.

The transaction closed on July 6, 2021. Total proceeds of the offering (before deducting estimated expenses) were approximately $594.1 million. The Company intends to use the net proceeds from the offering to repay borrowings under the Company's $3.0 billion revolving credit facility and/or the Company's $1.0 billion commercial paper program, and, to the extent not used for that purpose, to fund potential investment opportunities and/or for other general corporate purposes.




Item 9.01     Financial Statements and Exhibits.



(d) Exhibits



  1.1      Purchase Agreement, dated June 30, 2021, between the Underwriters and the
         Company.
  5.1      Opinion of Venable LLP.
  23.1     Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1
         hereto).
  104    Cover Page Interactive Data File (formatted as inline XBRL and contained in
         Exhibit 101)

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