Realty Income美股招股说明书(2026-06-30版)

3.625% Notes due 2032 We are offering €600,000,000 aggregate principal amount of our 3.625% Notes due 2032 (the “notes”). The notes will mature onJuly 30, 2032. We will pay interest on the notes on July 30 of each year, commencing July 30, 2026. Interest on the notes will accruefrom and including July 7, 2026. We may redeem the notes at our option, at any time in whole or from time to time in part, at theredemption price described in this prospectus supplement under the caption “Description of Notes — Optional Redemption.” Inaddition, we may also redeem the notes at our option, in whole but not in part, at the redemption price described in this prospectussupplement under the caption “Description of Notes — Redemption for Changes in Taxes” in the event of certain changes in UnitedStates taxation. The notes will be issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof.The notes will be our senior unsecured obligations. We intend to apply to list the notes on the New York Stock Exchange (the “NYSE”). The listing application will be subject toapproval by the NYSE. We currently expect trading in the notes on the NYSE to begin within 30days after the date on which the notesare originally issued. If such a listing is obtained, we have no obligation to maintain such listing, and we may delist the notes at anytime. 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 are known as“The Monthly Dividend Companyand have a mission to invest in people and places to deliver dependable monthly dividends thatincrease over time. We are structured as a real estate investment trust, or REIT, requiring us annually to distribute at least 90% of ourtaxable income (excluding net capital gains) in the form of dividends to our stockholders. Our monthly dividends are supported by thecash flow generated from real estate owned under long-term lease agreements with our commercial clients. As of March31, 2026, weowned or held interests in 15,571 properties located in all 50 U.S. states, the United Kingdom, and eight other countries in Europe,with approximately 347.6million square feet of leasable space leased to 1,786 clients doing business in 92 separate industries.®” (1)Plus accrued interest, if any, from July 7, 2026, if settlement occurs after that date. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation tothe contrary is a criminal offense. Delivery of the notes will be made only in book-entry form through the facilities of Clearstream Banking S.A. and Euroclear BankSA/NV, against payment on or about July 7, 2026. 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-40Underwriting (Conflicts of Interest)S-43Legal MattersS-48ExpertsS-48Incorporation by ReferenceS-48 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, as of the respective dates those documents werefiled with the U.S. Securities and Exchange Commission, or the SE