Realty Income Corp美股招股说明书(2025-09-25版)

We are offering $aggregate principal amount of our% Notes due 20(the “20 notes”)and $aggregate principal amount of our% Notes due 20(the “20 notes” and, together withthe 20notes, the “notes”). The 20 notes will mature on, 20. We will pay interest on the20notes onandof each year, commencing, 2026. Interest on the20notes will accrue from and including, 2025. The 20notes will mature on,20. We will pay interest on the 20 notes onandof each year, commencing, 2026. Interest on the 20notes will accrue from and including, 2025. We mayredeem the notes of either series at our option, at any time in whole or from time to time in part, at theredemption prices described in this prospectus supplement under the caption “Description of Notes —Optional Redemption.” The notes will be our senior unsecured obligations. Realty Income Corporation, an S&P 500 company, isreal estate partner to the world’s leadingcompanies. We are known as “The Monthly Dividend Company” and have a mission to invest in peopleand places to deliver dependable monthly dividends that increase over time. We are structured as a realestate investment trust, or REIT, requiring us annually to distribute at least 90% of our taxable income(excluding net capital gains) in the form of dividends to our stockholders. Our monthly dividends aresupported by the cash flow generated from real estate owned under long-term lease agreements with ourcommercial clients. As of June30, 2025, we owned or held interests in a diversified portfolio of 15,606properties located in all 50 U.S. states, the United Kingdom, and seven other countries in Europe, withapproximately 346.3million square feet of leasable space leased to clients doing business in 91 separateindustries.®® Investing in the notes involves risks. See “Risk Factors” beginning on pageS-7of this prospectussupplement. (1)Plus accrued interest, if any, from, 2025, if settlement occurs after that date. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. Delivery of the notes will be made only in book-entry form through the facilities of The DepositoryTrust Company for the accounts of its participants, including Clearstream Banking S.A. and Euroclear BankSA/NV, as operator of the Euroclear System, against payment in New York, New York on or about, 2025. Joint Book-Running Managers , 2025. TABLE OF CONTENTS Prospectus Supplement PagePROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-7FORWARD-LOOKING STATEMENTSS-14USE OF PROCEEDSS-16DESCRIPTION OF NOTESS-18SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONSS-29UNDERWRITING (CONFLICTS OF INTEREST)S-30LEGAL MATTERSS-36EXPERTSS-37INCORPORATION BY REFERENCES-38 Prospectus ABOUT 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, as of the respective dates those documents werefiled with the U.S. Securities and Exchange Commission, or the SEC. Our business, financial condition,results of operations and prospects may have changed since those dates. This document is in two parts. The first part is this prospectus supplement, which adds to and updatesinformation contained in the accompanying prospectus. The second part, the prospectus, provides moregeneral information, some of which may not apply to this offering. Unless o