Realty Income Corp美股招股说明书(2025-06-11版)

€% Notes due 2031€% Notes due 2035 We are offering €aggregate principal amount of our% Notes due 2031 (the “2031 notes”) and€aggregate principal amount of our% Notes due 2035 (the “2035 notes” and, together with the 2031 notes,the “notes”). The 2031 notes will mature on, 2031. We will pay interest on the 2031 notes onof eachyear, commencing,. Interest on the 2031 notes will accrue from and including, 2025. The 2035notes will mature on, 2035. We will pay interest on the 2035 notes onof each year, commencing,. Interest on the 2035 notes will accrue from and including, 2025. We may redeem the notes ofeither series at our option, at any time in whole or from time to time in part, at the redemption prices described in this prospectus supplement under the caption “Description of Notes — Optional Redemption.” In addition, we may alsoredeem the notes of each series at our option, in whole but not in part, at the redemption price described in thisprospectus supplement under the caption “Description of Notes — Redemption for Changes in Taxes” in the event ofcertain changes in United States taxation. The notes will be issued in minimum denominations of €100,000 and integralmultiples of €1,000 in excess thereof. The notes will be our senior unsecured obligations. We intend to apply to list the notes of each series on the New York Stock Exchange (the “NYSE”). The listingapplication will be subject to approval by the NYSE. We currently expect trading in the notes of each series on theNYSE to begin within 30days after the date on which the notes of such series are originally issued. If such a listing isobtained, we have no obligation to maintain such listing, and we may delist the notes of any series at any time.Currently there is no established trading market for any of the notes.® Realty Income Corporation, an S&P 500 company, isreal estate partner to the world’s leading companies. We areknown as “The Monthly Dividend Companyand have a mission to invest in people and places to deliver dependablemonthly dividends that increase over time. We are structured as a real estate investment trust, or REIT, requiring usannually to distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to ourstockholders. Our monthly dividends are supported by the cash flow generated from real estate owned under long-termlease agreements with our commercial clients. As of March31, 2025, we owned or held interests in a diversifiedportfolio of 15,627 properties located in all 50 U.S. states, the United Kingdom, and six other countries in Europe, withapproximately 341.8million square feet of leasable space leased to 1,598 clients doing business in 91 separateindustries.®” Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. TABLE OF CONTENTS Prospectus Supplement PageProspectus Supplement SummaryS-1The OfferingS-4Risk FactorsS-9Forward-Looking StatementsS-19Currency ConversionS-21Use of ProceedsS-22Description of NotesS-24Supplemental U.S. Federal Income Tax ConsiderationsS-41Underwriting (Conflicts of Interest)S-44Legal MattersS-49ExpertsS-49Incorporation by ReferenceS-49 Prospectus PageAbout This Prospectus1The Company3Risk Factors4Forward-Looking Statements5Use of Proceeds7Description of Debt Securities8Description of Common Stock19General Description of Preferred Stock21Description of Other Securities35Restrictions on Ownership and Transfers of Stock36Certain Provisions of Maryland Law and of our Charter and Bylaws39United States Federal Income Tax Considerations44Plan of Distribution68Legal Matters69Experts69Where You Can Find More Information70Incorporation by Reference71 You should rely only on the information contained or incorporated by reference in this prospectussupplement and the accompanying prospectus and, if applicable, any free writing prospectus we mayprovide you in connection with this offering. We have not, and the underwriters have not, authorized anyperson to provide you with different information. If anyone provides you with different or inconsistentinformation, you should not rely on it. We are not, and the underwriters are not, making an offer to sell thesesecurities or soliciting an offer to buy these securities in any jurisdiction where, or to any person to whom,the offer or sale of these securities is not permitted. You should assume that the information appearing inthis prospectus supplement, the accompanying prospectus, the documents incorporated by reference hereinor therein and, if applicable, any free writing prospectus we may provide you in connection with thisoffering is accurate only as of those documents’ respective dates or, in the case of documents incorporatedor deemed to be incorporated by reference herein or therein,