Realty Income Corp美股招股说明书(2026-05-08版)

Common Stock We have entered into a sales agreement dated May 7, 2026 (the “sales agreement”), with RobertW. Baird & Co.Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets,LLC, BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Deutsche BankSecurities Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, MizuhoSecurities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Santander US CapitalMarkets LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, TruistSecurities, Inc., UBS Securities LLC, and Wells Fargo Securities, LLC (each, an “Agent” and together, the “Agents”), theForward Sellers (as defined below) and the Forward Purchasers (as defined below) providing for the offer and sale of up to150,000,000 shares of our common stock, par value $0.01 per share (our “common stock”), from time to time through theAgents, acting as our sales agents, or through the Forward Sellers, acting as sales agents to the relevant Forward Purchasers, ordirectly to one or more of the Agents, acting as principal. Sales of shares of our common stock, if any, as contemplated by this prospectus supplement made through the Agents or theForward Sellers will be made by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”) orotherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, byprivately negotiated transactions (including block sales) or by any other methods permitted by applicable law. The salesagreement contemplates that, in addition to the issuance and sale by us of shares of our common stock to or through the Agents,we may enter into separate forward sale agreements under separate master forward sale agreements and related supplementalconfirmations (each, a “forward sale agreement” and, collectively, the “forward sale agreements”), each with RobertW. Baird &Co. Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon CapitalMarkets, LLC, BofA Securities, Inc., Citibank, N.A., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., GoldmanSachs & Co. LLC, Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC,Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., RBC Capital Markets, LLC, Regions Securities LLC,Santander US Capital Markets LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA)LLC, Truist Securities, Inc., UBS Securities LLC, or Wells Fargo Securities, LLC or one of their respective affiliates (in suchcapacity, each a “Forward Purchaser” and, collectively, the “Forward Purchasers”). If we enter into a forward sale agreementwith any Forward Purchaser, we expect that such Forward Purchaser or its affiliate will attempt to borrow from third parties andsell, through the relevant Forward Seller, acting as sales agent for such Forward Purchaser, shares of our common stock to hedgesuch Forward Purchaser’s exposure under such forward sale agreement. We refer to an Agent or to Nomura SecuritiesInternational, Inc. (acting through BTIG, LLC as agent), when acting as sales agent for the relevant Forward Purchaser, as,individually, a “Forward Seller” and, collectively, the “Forward Sellers.” Unless otherwise expressly stated or the contextotherwise requires, the “appointed,” “applicable” or “relevant” Forward Seller with respect to a particular Forward Purchaserwill be the Forward Seller entity that is the same entity as, or an affiliate of, such Forward Purchaser. We will not receive anyproceeds from any sale of shares of our common stock borrowed by a Forward Purchaser or its affiliate and sold through theappointed Forward Seller, but we may receive contingency premiums from the applicable Forward Purchaser for the contingentforward transactions described below. In one form of forward sale agreement, which we refer to as a “contingent forward transaction” that we may enter into withJefferies LLC, Bank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, NationalAssociation, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Banco Santander, S.A., and Wells Fargo Bank,National Association as Forward Purchasers, our obligation to sell and the applicable Forward Purchasers’ obligation topurchase, shares of our common stock underlying such forward sale agreement at the applicable forward sale price, is contingenton the applicable Forward Purchasers’ exercise (or deemed exercise) of such contingency, which may occur in whole or in partfrom time to time prior to specified contingency expiration dates. We refer to such Forward Purchaser when acting in suchcapacity as the “Contingent Forward Purchaser.” To the ext