Item 8.01 Other Events

On January 13, 2023, Realty Income Corporation (the "Company") closed its offering of $500,000,000 aggregate principal amount of its 5.050% Notes due 2026 and $600,000,000 aggregate principal amount of its 4.850% Notes due 2030, pursuant to a purchase agreement dated January 9, 2023 entered into by and among the Company, Wells Fargo Securities, LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the underwriters.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



  4.1        Indenture dated as of October 28, 1998 between the Company and The Bank
           of New York Mellon Trust Company, N.A. as successor trustee (filed as
           exhibit 4.1 to the Company's Form 8-K, filed on October 28, 1998 and
           dated October 27, 1998 and incorporated herein by reference).
  4.2        Form of 5.050% Note due 2026 issued on January 13, 2023 (contained in
           Exhibit 4.4 hereto).
  4.3        Form of 4.850% Note due 2030 issued on January 13, 2023 (contained in
           Exhibit 4.4 hereto).
  4.4        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.
  5.1        Opinion of Venable LLP.
  5.2        Opinion of Latham & Watkins LLP.
  23.1       Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1
           hereto).
  23.2       Consent of Latham & Watkins (contained in the opinion filed as
           Exhibit 5.2 hereto).
  104      Cover Page Interactive Data File (formatted as Inline XBRL and contained
           in Exhibit 101)

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