Form 8-K
8-K — REALTY INCOME CORP
Accession: 0001104659-26-040362
Filed: 2026-04-07
Period: 2026-04-07
CIK: 0000726728
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2610093d6_8k.htm (Primary)
EX-4.3 — EXHIBIT 4.3 (tm2610093d6_ex4-3.htm)
EX-5.1 — EXHIBIT 5.1 (tm2610093d6_ex5-1.htm)
EX-5.2 — EXHIBIT 5.2 (tm2610093d6_ex5-2.htm)
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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report:
April 7, 2026
(Date
of Earliest Event Reported)
REALTY
INCOME CORPORATION
(Exact name of registrant as specified in its
charter)
Maryland
1-13374
33-0580106
(State
or Other Jurisdiction of
Incorporation or Organization)
(Commission File Number)
(IRS
Employer Identification No.)
11995
El Camino Real, San
Diego, California
92130
(Address of principal executive offices)
(858)
284-5000
(Registrant’s telephone number, including area code)
N/A
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
symbol
Name
of Each Exchange On Which
Registered
Common
Stock, $0.01 Par Value
O
New
York Stock Exchange
1.125%
Notes due 2027
O27A
New
York Stock Exchange
1.875%
Notes due 2027
O27B
New
York Stock Exchange
5.000%
Notes due 2029
O29B
New
York Stock Exchange
1.625%
Notes due 2030
O30
New
York Stock Exchange
4.875%
Notes due 2030
O30B
New
York Stock Exchange
5.750%
Notes due 2031
O31A
New
York Stock Exchange
3.375%
Notes due 2031
O31B
New
York Stock Exchange
1.750%
Notes due 2033
O33A
New
York Stock Exchange
5.125%
Notes due 2034
O34
New
York Stock Exchange
3.875%
Notes due 2035
O35B
New
York Stock Exchange
6.000%
Notes due 2039
O39
New
York Stock Exchange
5.250%
Notes due 2041
O41
New
York Stock Exchange
2.500%
Notes due 2042
O42
New
York Stock Exchange
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events
On April 7, 2026, Realty Income Corporation
(the “Company”) closed its offering of $800 million aggregate principal amount of its 4.750% Notes due 2033, pursuant to a
purchase agreement dated March 30, 2026 entered into by and among the Company, Wells Fargo Securities, LLC, BBVA Securities Inc.,
BofA Securities, Inc., J.P. Morgan Securities LLC and TD Securities (USA) 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
4.750% Note due 2033 issued on April 7, 2026 (contained in Exhibit 4.3 hereto).
4.3+
Officers’
Certificate dated April 7, 2026 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 “4.750 % Notes due 2033” and including the forms of debt security.
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 LLP (contained in the opinion filed as Exhibit 5.2 hereto).
104
Cover
Page Interactive Data File (formatted as Inline XBRL)
+Certain of the schedules and
attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide
further information regarding such omitted materials to the SEC upon request.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 7, 2026
REALTY INCOME CORPORATION
By:
/s/ Bianca Martinez
Bianca Martinez
Senior Vice President, Associate General Counsel and Assistant Secretary
EX-4.3 — EXHIBIT 4.3
EX-4.3
Filename: tm2610093d6_ex4-3.htm · Sequence: 2
Exhibit 4.3
Officers’ Certificate
Pursuant to Sections 201, 301 and 303 of the Indenture
Dated: April 7, 2026
The undersigned, Jonathan Pong, Executive Vice
President, Chief Financial Officer and Treasurer, and Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant
Secretary, of Realty Income Corporation, a Maryland corporation (the “Company”), hereby certify as follows:
The undersigned, having read the appropriate provisions
of the Indenture dated as of October 28, 1998 (the “Indenture”) between the Company and The Bank of New York Mellon Trust
Company, N.A., as successor trustee (the “Trustee”), including Sections 201, 301 and 303 thereof and the definitions in such
Indenture relating thereto, and certain other corporate documents and records, and having made such examination and investigation as,
in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether or
not the conditions set forth in the Indenture relating to the establishment of the title and terms of the Company’s 4.750% Notes
due 2033 (the “Securities”), which will constitute a new series of the Company’s debt securities under the Indenture,
and the form of certificate evidencing the Securities of such series have been complied with, and whether the conditions in the Indenture
relating to the authentication and delivery by the Trustee of the Securities of such series have been complied with, certify that (i) the
title and terms of the Securities of such series were established by the undersigned pursuant to authority delegated to them by resolutions
duly adopted by the Board of Directors of the Company on, February 12, 2024, February 18-19, 2025 and February 17-18, 2026
(the “Resolutions”) and such terms are set forth and incorporated by reference in Annex A hereto, (ii) the form
of certificate evidencing the Securities of such series was established by the undersigned pursuant to authority delegated to them by
the Resolutions and shall be in substantially the form attached hereto as Annex B (it being understood that, in the event that the Securities
of such series are ever issued in definitive certificated form, the legends appearing on the first page of the form of certificate
evidencing the Securities of such series may be removed), (iii) a true, complete and correct copy of the Resolutions, which
were duly adopted by the Board of Directors of the Company and by any committee designated by the Board of Directors of the Company, and
are in full force and effect in the form adopted on the date hereof, are attached as Annex C hereto and are also attached as an exhibit
to the Certificate of the Secretary of the Company of even date herewith, (iv) the form, title and terms of the Securities of such
series have been established pursuant to and in accordance with Sections 201 and 301 of the Indenture and comply with the Indenture and,
in the opinion of the undersigned, all conditions provided for in the Indenture (including, without limitation, those set forth in Sections
201, 301 and 303 of the Indenture) relating to the establishment of the title and terms of the Securities of such series, the form of
certificate evidencing the Securities of such series and the execution, authentication and delivery of the Securities of such series have
been complied with and (v) to the best knowledge of the undersigned, no Event of Default (as defined in the Indenture) has occurred
and is continuing with respect to the Securities.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, we have hereunto set our hands
as of the date first written above.
/s/ Jonathan Pong
Jonathan Pong
Executive Vice President, Chief Financial
Officer and Treasurer
/s/ Bianca Martinez
Bianca Martinez
Senior Vice President, Associate General
Counsel and Assistant Secretary
ANNEX A
Terms of the 4.750% Notes due 2033
For purposes of this Annex A, the term “Securities”
shall have the meaning set forth in Section (1) below, the term “Form of Security” means the form of certificate
evidencing the Securities of the series established by this Annex A that is attached as Annex B to the Officers’ Certificate of
which this Annex A is a part; and the term “Indenture” means the Indenture dated as of October 28, 1998 between the Company
and the Trustee, as amended or supplemented from time to time (including as provided in this Annex A), and including the terms of the
Securities established by this Annex A set forth and incorporated by reference in this Annex A. Other capitalized terms that are used
in this Annex A and not otherwise defined in this Annex A but that are defined in the Indenture have the same respective meanings as in
the Indenture.
(1) A series of debt securities is hereby established under the Indenture, and such series of debt securities shall be known and designated
as the “4.750% Notes due 2033” (the “Securities”).
(2) The aggregate principal amount of the Securities of such series which may be authenticated and delivered under the Indenture is limited
to $800,000,000 except for Securities of such series authenticated and delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Securities of such series pursuant to Sections 304, 305, 306, 906 or 1107 of the Indenture; provided, however,
that such series of Securities may be re-opened by the Company from time to time for the issuance of additional Securities of such series,
so long as any such additional Securities of such series have the same form and terms (other than, if applicable, the offering price,
underwriting or other discounts and commissions, the original date of issuance, the first date on which interest thereon shall be payable
and the date from which interest thereon shall begin to accrue), and carry the same right to receive accrued and unpaid interest, as the
Securities of such series theretofore issued; provided, however, that, notwithstanding the foregoing, such series of Securities may not
be re-opened if the Company has effected defeasance or covenant defeasance with respect to the Securities of such series pursuant to Section 1402
and 1403, respectively, of the Indenture or has effected satisfaction and discharge with respect to the Securities of such series pursuant
to Section 401 of the Indenture.
(3) The Securities of such series are issuable only as Registered Securities without coupons (notwithstanding anything to the contrary
in the Indenture) and may, but need not, bear a corporate seal. The Securities of such series shall initially be issued in book-entry
form and represented by one or more permanent Global Securities of such series, the initial depositary (the “Depositary,”
which term includes any successors thereto) for the Global Securities of such series shall be The Depository Trust Company, and the depositary
arrangements shall be those employed by whoever shall be the Depositary with respect to the Global Securities of such series from time
to time. Notwithstanding the foregoing, certificated Securities of such series in definitive form (“Certificated Securities”)
may be issued in exchange for Global Securities of such series under the circumstances contemplated by Section 305 of the Indenture.
(4) The Securities of such series shall be sold by the Company to the several underwriters named in the Purchase Agreement dated March 30,
2026, for whom Wells Fargo Securities, LLC, BBVA Securities Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and TD Securities
(USA) LLC are acting as representatives, at a price equal to 97.611% of the principal amount thereof. The initial price to the public
of the Securities of such series shall be 98.261% of the principal amount thereof, plus accrued interest from April 7, 2026 if settlement
occurs after that date. Underwriting discounts and commissions shall be 0.650% of the principal amount of the Securities of such series.
(5) The final maturity date of the Securities of such series on which the principal thereof is due and payable shall be April 15,
2033.
(6) The principal of the Securities of such series shall bear interest at the rate of 4.750% per annum from April 7, 2026 or
from the most recent date to which interest has been paid or duly provided for, payable semiannually in arrears on April 15 and October 15
(each, an “Interest Payment Date”) of each year, commencing October 15, 2026, to the Persons in whose names the Securities
of such series (or one or more Predecessor Securities of such series) are registered at the close of business on the April 1 and
October 1 (each, a “Regular Record Date”), respectively, immediately prior to such Interest Payment Dates, regardless
of whether such Regular Record Date is a Business Day. Interest on the Securities will be computed on the basis of a 360-day year of twelve
30-day months. If any principal of, or premium, if any, or interest on, any of the Securities of such series is not paid when due, then
such overdue principal and, to the extent permitted by law, such overdue premium or interest, as the case may be, shall bear interest
until paid or until such payment is duly provided for at the rate of 4.750% per annum.
(7) Chicago, Illinois is hereby designated as a Place of Payment for the Securities of such series. The place where the principal
of and premium, if any, and interest on the Securities of such series shall be payable, where Securities of such series may be surrendered
for the registration of transfer or exchange, and where notices or demands to or upon the Company in respect of the Securities of such
series and the Indenture may be served shall be the office or agency maintained by the Company for such purpose in Chicago, Illinois,
which shall initially be an office of the Trustee in Chicago, Illinois, which on the date hereof is located at The Bank of New York
Mellon Trust Company, N.A., 311 South Wacker Drive, Suite 6200B, Floor 62, Mailbox #44, Chicago, Illinois 60606; provided, that,
so long as any Certificated Securities (as defined in the Form of Security) of such series are outstanding, the Borough of Manhattan,
The City of New York shall also be a Place of Payment for the Securities of such series and the Company will maintain an office or agency
in the Borough of Manhattan, The City of New York where the principal of and premium, if any, and interest on the Securities of such series
shall be payable, where Securities of such series may be surrendered for registration of transfer or exchange, and where notices or demands
to or upon the Company in respect of the Securities of such series and the Indenture may be served.
A-2
(8) The Securities of such series are redeemable at any time, as a whole or from time to time in part, at the option of the Company at
the times and on the terms and subject to the conditions set forth in the Indenture and in the Form of Security of such series. If
less than all of the Outstanding Securities of such series (including, without limitation, any Outstanding Securities of such series issued
upon a re-opening of such series) are to be redeemed, the Securities of such series (or portions thereof) to be redeemed shall be selected,
in the case of Securities of such series in book-entry form evidenced by one or more Global Securities, in accordance with the applicable
procedures of the Depositary or, in the case of any Certificated Securities of such series, by such method as the Trustee shall deem fair
and appropriate, all as further provided in the Indenture, and, for the avoidance of doubt, it is understood and agreed that the foregoing
selection of Securities of such series (or portions thereof) for redemption shall be made from among all of the Outstanding Securities
of such series (including, without limitation, any Outstanding Securities of such series issued upon a re-opening of such series), treated
as a single class. No Security of such series shall be redeemed in part unless the unredeemed principal amount of such Security is an
authorized denomination as set forth in Section (10) below.
(9) The Securities of such series shall not be repayable or redeemable at the option of the Holders prior to the final maturity date of
the principal thereof (except as provided in Article Five of the Indenture) and shall not be subject to a sinking fund or analogous
provision.
(10) The Securities of such series shall be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
(11) The Trustee shall be the initial trustee, Security Registrar, transfer agent and Paying Agent for the Securities of such series.
(12) The entire outstanding principal amount of the Securities of such series shall be payable upon declaration of acceleration of the
maturity of the Securities of such series pursuant to Section 502 of the Indenture.
(13) Payment of the principal of and premium, if any, and interest on the Securities of such series shall be made in Dollars and the Securities
of such series shall be denominated in Dollars.
(14) Other than amounts payable upon redemption of the Securities at the option of the Company prior to February 15, 2033, the amount
of payments of principal of and premium, if any, and interest on the Securities of such series shall not be determined with reference
to an index, formula or other similar method.
A-3
(15) Neither the Company nor the Holders of the Securities of such series shall have any right to elect the currency in which payments
on the Securities of such series are made.
(16) With respect to the Securities of such series, in addition to the covenants of the Company set forth in the Indenture, the covenants
set forth in the Form of Security of such series under the captions “Limitation on Incurrence of Total Debt,” “Limitation
on Incurrence of Secured Debt,” “Debt Service Coverage” and “Maintenance of Total Unencumbered Assets” (collectively,
the “Additional Covenants”) shall be and hereby are added to the Indenture for the benefit of the Securities of such series
and the Holders of the Securities of such series, and the Additional Covenants, together with the defined terms set forth in the Form of
Security of such series under the caption “Certain Definitions” (the “Additional Definitions”), are hereby incorporated
by reference in and made a part of this Annex A and the Indenture as if set forth in full herein and therein; provided that the Additional
Covenants and Additional Definitions incorporated by reference in this Annex A and the Indenture, and set forth in the Securities of such
series, shall only be applicable with respect to the Securities of such series and the Additional Definitions and the Additional Covenants
set forth in the Securities of such series shall only be effective, insofar as they apply to the Securities of such series, for so long
as any of the Securities of such series is Outstanding; provided, further, that except as set forth in Section (24) below, the definition
of “Subsidiary” set forth in the Form of Security of such series shall only be applicable with respect to the Additional
Covenants and the Additional Definitions incorporated by reference in this Annex A and the Indenture and set forth in the Securities of
such series.
(17) The Securities of such series will not be issuable as Bearer Securities, and temporary global certificates will not be issued.
(18) Except as otherwise provided in the Indenture with respect to the payment of Defaulted Interest on the Securities of such series,
interest payable on any Security of such series on an Interest Payment Date (as such term is defined in the Form of Security) for
the Securities of such series shall be payable only to the Person in whose name that Security (or one or more Predecessor Securities of
such series) is registered at the close of business on the Regular Record Date (as such term is defined in the Form of Security)
for such interest.
(19) Sections 1402 and 1403 of the Indenture shall apply to the Securities of such series, provided that (i) the Company may
effect defeasance and covenant defeasance pursuant to Section 1402 and 1403, respectively, only with respect to all (and not less
than all) of the Outstanding Securities of such series and (ii) in addition to the covenants specifically referred to by section
number in Section 1403 of the Indenture (insofar as such covenants apply to the Securities of such series), the Additional Covenants
applicable to the Securities of such series shall also be subject to covenant defeasance pursuant to Section 1403.
A-4
(20) The Securities of such series will be authenticated and delivered as provided in Section 303 of the Indenture; provided that,
notwithstanding anything in Section 303 or elsewhere in the Indenture to the contrary, the Securities of such series may, but need
not, be executed under the Company’s corporate seal (or a facsimile thereof).
(21) The Company shall not be required to pay Additional Amounts with respect to the Securities of such series as contemplated by Section 1010
of the Indenture.
(22) The Securities of such series shall not be convertible or exchangeable into Common Stock or Preferred Stock.
(23) The Securities of such series will be senior obligations of the Company.
(24) Insofar as Section 801 of the Indenture is applicable to the Securities of such series, the term “Subsidiary,” as
such term is used in Section 801(2) of the Indenture, shall have the meaning set forth in the Form of Security of such
series (instead of the meaning set forth in Section 101 of the Indenture), and the term “indebtedness,” as used in Section 801(2) of
the Indenture, shall be deemed to include, without limitation, “Debt” and “Secured Debt” (as such terms are defined
in the Form of Security of such series).
(25) The provisions of Section 1011 of the Indenture shall be applicable with respect to any term, provision or condition set forth
in the Additional Covenants applicable to the Securities of such series, in addition to any term, provision and condition set forth in
Sections 1004 to 1008, inclusive, of the Indenture.
(26) The Securities of such series shall have such other terms and provisions as are set forth in the Form of Security of such series,
all of which terms and provisions are incorporated by reference in and made a part of this Annex A and the Indenture as if set forth in
full herein and therein.
(27) As used in the Indenture with respect to the Securities of such series and in the certificates evidencing the Securities of such series,
all references to “premium” on the Securities of such series shall mean any amounts (other than accrued interest) payable
upon the redemption of any Securities of such series in excess of 100% of the principal amount of such Securities.
(28) Payments of principal of and premium, if any, and interest on Global Securities of such series will be made by the Company by wire
transfer of immediately available funds to an account maintained by the payee located in the United States. In the event that any Securities
of such series are issued in the form of Certificated Securities of such series, payments of principal of and premium, if any, and interest
on such Certificated Securities of such series shall be made in the manner set forth in the Form of Security of such series and in
the Indenture.
A-5
(29) A new Section 115 and Section 116 (the “New Sections”) shall be and hereby are added to the Indenture, which
New Sections shall appear immediately after Section 114 of the Indenture and shall read in full as follows; provided that the New
Sections shall be applicable only with respect to the Securities of such series and shall only be effective for so long as any of the
Securities of such series is outstanding:
“SECTION 115. ELECTRONIC SIGNATURES; CORPORATE
SEAL
“The
words “execution,” “signed,” “signature,” and words of like import in this Indenture shall
include images of manually executed signatures transmitted by facsimile, email or other electronic format (including, without limitation,
“pdf,” “tif” or “jpg”) and, except as otherwise set forth in the proviso to the last sentence of this
Section 115, electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronically transmitted
signatures, electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually
executed signature that is delivered physically or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records
Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
Uniform Commercial Code. Without limitation to the foregoing and anything in this Indenture to the contrary notwithstanding, but subject,
however, to the proviso to this sentence, (a) any Security, supplemental indenture, Officers’ Certificate, Company Order, Company
Request, Opinion of Counsel or other opinion of counsel, instrument, agreement or other document delivered pursuant to this Indenture
may be executed, attested and transmitted by any of the foregoing electronic means and formats and (b) all references in Section 303
or elsewhere in this Indenture to the execution, attestation or authentication of any Security, coupon or certificate of authentication
appearing on or attached to any Security by means of a manual or facsimile signature shall be deemed to include signatures that are made
or transmitted by any of the foregoing electronic means or formats; provided that, notwithstanding the foregoing, no Security, coupon,
Officers’ Certificate delivered pursuant to Section 201, 301 or 303 of this Indenture, Company Order delivered pursuant to
Section 303 of this Indenture or supplemental indenture may be executed or attested by DocuSign, AdobeSign or other electronic signature
and no certificate of authentication on any Security may be executed by DocuSign, AdobeSign or other electronic signature and, as provided
in the last paragraph of Section 303 of the Indenture, each certificate of authentication must be executed by the Trustee by manual
signature of an authorized signatory.
A-6
“SECTION 116. ELECTRONIC
INSTRUCTIONS
“The Trustee shall have the right
to accept and act upon instructions from the Company, including funds transfer instructions (“Instructions”) given pursuant
to this Indenture and delivered using Electronic Means (as defined below); provided, however, that the Company shall provide to the Trustee
an incumbency certificate listing officers with the authority to provide such Instructions (“Relevant Officers”) and containing
specimen signatures of such Relevant Officers, which incumbency certificate shall be amended by the Company whenever a person is to be
added or deleted from the listing. If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee
in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling
in the absence of negligence or bad faith. The Company understands and agrees that the Trustee cannot determine the identity of
the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent
by a Relevant Officer listed on the incumbency certificate provided to the Trustee have been sent by such Relevant Officer. The
Company shall be responsible for ensuring that only Relevant Officers transmit such Instructions to the Trustee and that the Company and
all Relevant Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords
and/or authentication keys upon receipt by the Company. The Trustee shall not be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding that such directions
conflict or are inconsistent with a subsequent written instruction, other than losses, costs or expenses arising from the Trustee’s
negligence or bad faith. The Company agrees: (i) to assume (in the absence of negligence or bad faith on the part of the Trustee)
all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the
Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed
of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more
secure methods of transmitting Instructions than the method(s) selected by the Company; (iii) that the security procedures (if
any) to be followed in connection with its transmission of Instructions provide to the Trustee a commercially reasonable degree of protection
in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or
unauthorized use of the security procedures.
“As used in this Section 116,
“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission
containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified
by the Trustee as available for use in connection with its services hereunder.
“The
foregoing provisions of this Section 116 shall not limit the provisions of Section 115 but are subject to the prohibition on
the use of DocuSign, AdobeSign or other electronic signatures under the circumstances set forth in Section 115.”
(30) The first sentence of Section 1104 of the Indenture is hereby amended by replacing the reference to “30 days” with
“10 days”; provided that the foregoing amendment shall be applicable only with respect to the Securities of such series and
shall only be effective for so long as any of the Securities of such series is outstanding.
A-7
(31) Section 501(5) of the Indenture is hereby deleted and replaced in its entirety with the following, provided that such amendment
shall only be applicable with respect to the Securities of such series and shall only be effective for so long as any of the Securities
of such series is outstanding:
“ (5) default
under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or any of its Subsidiaries (including
obligations under leases required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles,
but not including any indebtedness or obligations for which recourse is limited to property purchased) in an aggregate principal amount
in excess of $200,000,000 or under any mortgage, indenture or instrument under which there may be issued or by which there may be secured
or evidenced any indebtedness for money borrowed by the Company or any of its Subsidiaries (including such leases, but not including such
indebtedness or obligations for which recourse is limited to property purchased) in an aggregate principal amount in excess of $200,000,000,
whether such indebtedness exists on the date of this Indenture or shall thereafter be created, which default shall have resulted in such
indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable or which
default shall have resulted in such obligations being accelerated, without such acceleration having been rescinded or annulled, provided,
however, that for so long as any Securities issued pursuant to this Indenture are outstanding that contain a reference to a dollar amount
that is less than $200,000,000 in this clause (5) (a “Reduced Cross Default Threshold”), the references to $200,000,000
above, in each case, in this clause (5) is replaced by the lowest Reduced Cross Default Threshold reflected in any Securities issued
pursuant to this Indenture that are outstanding at that time; or”
A-8
ANNEX B
Form of 4.750% Note due 2033
PRINCIPAL
AMOUNT
$
REGISTERED NO.: R-
CUSIP NO.: 756109 DB7
ISIN NO.: US756109DB76
REALTY INCOME CORPORATION
4.750% NOTES DUE 2033
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING
SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY
IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE, AND, UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES IN DEFINITIVE FORM AS AFORESAID, MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ITS NOMINEE TO A SUCCESSOR DEPOSITARY OR ITS NOMINEE.
UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SUCH SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Realty Income Corporation, a Maryland corporation
(the “Company,” which term shall include any successor under the Indenture hereinafter referred to), for value received, hereby
promises to pay to , or registered assigns, the
principal sum of Dollars on April 15, 2033, and to pay interest thereon from and including April 7,
2026, or from and including the most recent date to which interest has been paid or duly provided for, semi-annually in arrears on April 15
and October 15 of each year (the “Interest Payment Dates”), commencing October 15, 2026, at the rate of 4.750% per
annum, until the entire principal amount hereof is paid or made available for payment. The interest so payable, and punctually paid or
duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (as
defined below) (or one or more Predecessor Securities) is registered in the Security Register applicable to the Notes at the close of
business on April 1 or October 1 (the “Regular Record Dates”), as the case may be, immediately preceding the applicable
Interest Payment Date regardless of whether the Regular Record Date is a Business Day. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose
name this Note (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment
of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes of this series not less than
10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months. If any principal of or premium,
if any, or interest on any of the Notes is not paid when due, then such overdue principal and, to the extent permitted by law, such overdue
premium or interest, as the case may be, shall bear interest, until paid or until such payment is duly provided for, at the rate of 4.750%
per annum.
1
Payments of principal, premium, if any, and interest
in respect of this Note will be made by the Company in Dollars. If this Note is a Global Security, all payments of principal, premium,
if any, and interest in respect of this Note will be made by the Company by wire transfer of immediately available funds to an account
maintained by the payee located in the United States. If this Note is not a Global Security (a “Certificated Note”), payments
of interest on this Note may, at the Company’s option, be made by mailing a check to the address of the Person entitled thereto
as such address appears in the Security Register for the Notes or by wire transfer to an account maintained by the payee located in the
United States, all on the terms set forth in the Indenture; provided, however, that a Holder of $5 million or more in aggregate principal
amount of Certificated Notes will be entitled to receive payments of interest due on any Interest Payment Date by wire transfer of immediately
available funds to an account maintained by such Holder in the United States so long as such Holder has given appropriate wire transfer
instructions to the Trustee or a Paying Agent for the Notes at least 15 calendar days prior to the applicable Interest Payment Date. Any
such wire transfer instructions will remain in effect until revoked by such Holder or until such Person ceases to be a Holder of $5 million
or more in aggregate principal amount of Certificated Notes.
Payments of principal of and premium, if any, and
interest on Certificated Notes that are due and payable on the Final Maturity Date (as defined below), any Redemption Date or any other
date on which principal of such Notes is due and payable will be made by wire transfer of immediately available funds to accounts maintained
by the Holders thereof in the United States, so long as such Holders have given appropriate wire transfer instructions to the Trustee
or a Paying Agent for the Notes, against surrender of such Notes to the Trustee or a Paying Agent for the Notes; provided that installments
of interest on Certificated Notes that are due and payable on any Interest Payment Date falling on or prior to such Final Maturity Date,
Redemption Date or other date on which principal of such Notes is payable will be paid in the manner described in the preceding paragraph
to the Persons who were the Holders of such Notes (or one or more Predecessor Securities) registered as such at the close of business
on the relevant Regular Record Dates according to their terms and the provisions of the Indenture.
This Note is one of a duly authorized issue of Securities
of the Company (herein called the “Notes”), issued as a series of Securities under an indenture dated as of October 28,
1998 (herein called, together with all indentures supplemental thereto, the “Indenture”), between the Company and The Bank
of New York Mellon Trust Company, N.A. (successor trustee to The Bank of New York), as trustee (the “Trustee,” which term
includes any successor trustee under the Indenture with respect to the Notes), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note
is one of the duly authorized series designated as the “4.750% Notes due 2033.” All terms used in this Note which are defined
in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture.
Prior to February 15, 2033 (the “Par Call
Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption
Price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of
the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the Redemption Date (assuming the
Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount
of the Notes to be redeemed,
plus, in either case of clauses (1) and (2) above, accrued
and unpaid interest on the Notes to the Redemption Date.
On or after the Par Call Date, the Company may redeem
the Notes at its option, in whole or in part, at any time and from time to time, at a Redemption Price equal to 100% of the principal
amount of the Notes being redeemed, plus accrued and unpaid interest on the Notes to the Redemption Date.
Notwithstanding the foregoing, installments of interest
on Notes that are due and payable on an Interest Payment Date falling on or prior to a Redemption Date will be payable to the Persons
who were the Holders of the Notes (or one or more Predecessor Securities) registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the provisions of the Indenture.
The Company’s actions and determinations in
determining the Redemption Price shall be conclusive and binding for all purposes, absent manifest error.
2
Notice of any redemption by the Company will be transmitted
at least 10 days but not more than 60 days before the applicable Redemption Date to each Holder of Notes to be redeemed.
Unless the Company defaults in payment of the Redemption
Price, on and after any Redemption Date interest will cease to accrue on the Notes or portions thereof called for redemption.
The Indenture contains provisions for defeasance
at any time of (a) the entire indebtedness of the Company on the Notes and (b) certain restrictive covenants and the related
defaults and Events of Default applicable to the Company, in each case, upon compliance by the Company with certain conditions set forth
in the Indenture, which provisions apply to this Note.
In addition to the covenants of the Company contained
in the Indenture, the Company makes the following covenants with respect to, and for the benefit of the Holders of, the Notes:
Limitation
on Incurrence of Total Debt. The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany
Debt, if, immediately after giving effect to the incurrence of such additional Debt and the application of the proceeds therefrom on a
pro forma basis, the aggregate principal amount of all outstanding Debt of the Company and its Subsidiaries on a consolidated basis determined
in accordance with GAAP is greater than 60% of the sum of (i) the Company’s Total Assets as of the end of the latest fiscal
quarter covered in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most
recently filed with the Commission (or, if such filing is not required under the Securities Exchange Act of 1934, as amended, with the
Trustee) prior to the incurrence of such additional Debt and (ii) the increase, if any, in Total Assets from the end of such quarter
including, without limitation, any increase in Total Assets caused by the application of the proceeds of such additional Debt (such increase
together with the Company’s Total Assets are referred to as the “Adjusted Total Assets”).
Limitation
on Incurrence of Secured Debt. The Company will not, and will not permit any Subsidiary to, incur any Secured Debt, other than
Intercompany Debt, if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds
therefrom on a pro forma basis, the aggregate principal amount of all outstanding Secured Debt of the Company and its Subsidiaries on
a consolidated basis determined in accordance with GAAP is greater than 40% of the Company’s Adjusted Total Assets.
Debt
Service Coverage. The Company will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt,
if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge for the period consisting of the four
consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to
1.0, on a pro forma basis after giving effect to the incurrence of such Debt and the application of the proceeds therefrom, and calculated
on the assumption that (i) such Debt and any other Debt incurred by the Company or any of its Subsidiaries since the first day of
such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such
four-quarter period) had occurred on the first day of such period, (ii) the repayment or retirement of any other Debt of the Company
or any of its Subsidiaries since the first day of such four-quarter period had occurred on the first day of such period (except that,
in making such computation, the amount of Debt under any revolving credit facility, line of credit or similar facility shall be computed
based upon the average daily balance of such Debt during such period), and (iii) in the case of any acquisition or disposition by
the Company or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation,
by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition had occurred on the first day of such period
with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. If the
Debt giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter
period bears interest at a floating rate then, for purposes of calculating the Annual Debt Service Charge, the interest rate on such Debt
shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the entire such four-quarter
period had been the applicable rate for the entire such period.
Maintenance
of Total Unencumbered Assets. The Company will maintain at all times Total Unencumbered Assets of not less than 150% of the
aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries, computed on a consolidated basis in
accordance with GAAP.
3
Certain
Definitions. As used herein, the following terms have the meanings set forth below:
“Annual
Debt Service Charge” as of any date means the amount which is expensed in any 12-month period for interest on Debt of
the Company and its Subsidiaries.
“Consolidated
Income Available for Debt Service” for any period means Consolidated Net Income plus, without duplication, amounts which
have been deducted in determining Consolidated Net Income during such period for (i) Consolidated Interest Expense, (ii) provisions
for taxes of the Company and its Subsidiaries based on income, (iii) amortization (other than amortization of debt discount) and
depreciation, (iv) provisions for losses from sales or joint ventures, (v) provisions for impairment losses, (vi) increases
in deferred taxes and other non-cash charges, (vii) charges resulting from a change in accounting principles, and (viii) charges
for early extinguishment of debt, and less, without duplication, amounts which have been added in determining Consolidated Net Income
during such period for (a) provisions for gains from sales or joint ventures, and (b) decreases in deferred taxes and other
non-cash items.
“Consolidated
Interest Expense” for any period, and without duplication, means all interest (including the interest component of rentals
on finance leases, letter of credit fees, commitment fees and other like financial charges) and all amortization of debt discount on all
Debt (including, without limitation, payment-in-kind, zero coupon and other like securities) but excluding legal fees, title insurance
charges, other out-of-pocket fees and expenses incurred in connection with the issuance of Debt and the amortization of any such debt
issuance costs that are capitalized, all determined for the Company and its Subsidiaries on a consolidated basis in accordance with GAAP.
“Consolidated
Net Income” for any period means the amount of consolidated net income (or loss) of the Company and its Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP.
“Debt”
means any indebtedness of the Company or any Subsidiary, whether or not contingent, in respect of (i) money borrowed or evidenced
by bonds, notes, debentures or similar instruments, (ii) indebtedness secured by any mortgage, pledge, lien, charge, encumbrance,
trust deed, deed of trust, deed to secure debt, security agreement or any security interest existing on property owned by the Company
or any Subsidiary, (iii) letters of credit or amounts representing the balance deferred and unpaid of the purchase price of any property
except any such balance that constitutes an accrued expense or trade payable or (iv) any lease of property by the Company or any
Subsidiary as lessee that is reflected on the Company’s consolidated balance sheet as a finance lease or as indebtedness in accordance
with GAAP, in the case of items of indebtedness under (i) through (iii) above to the extent that any such items (other than
letters of credit) would appear as liabilities on the Company’s consolidated balance sheet in accordance with GAAP, and also includes,
to the extent not otherwise included, any obligation of the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor
or otherwise (other than for purposes of collection in the ordinary course of business), indebtedness of another Person (other than the
Company or any Subsidiary) of the type referred to in (i), (ii), (iii) or (iv) above (it being understood that Debt shall be
deemed to be incurred by the Company or any Subsidiary whenever the Company or such Subsidiary shall create, assume, guarantee or otherwise
become liable in respect thereof).
“Executive
Group” means, collectively, those individuals holding the offices of Chairman, Vice Chairman, Chief Executive Officer,
President, Chief Operating Officer or any Vice President of the Company.
“Final Maturity Date”
means April 15, 2033.
“Intercompany
Debt” means indebtedness owed by the Company or any Subsidiary solely to the Company or any Subsidiary.
“Secured
Debt” means Debt secured by any mortgage, lien, charge, encumbrance, trust deed, deed of trust, deed to secure debt,
security agreement, pledge, conditional sale or other title retention agreement, finance lease, or other security interest or agreement
granting or conveying security title to or a security interest in real property or other tangible assets.
4
“Subsidiary”
means (i) any corporation, partnership, joint venture, limited liability company or other entity the majority of the shares, if any,
of the non-voting capital stock or other equivalent ownership interests of which (except directors’ qualifying shares) are at the
time directly or indirectly owned by the Company, and the majority of the shares of the voting capital stock or other equivalent ownership
interests of which (except for directors’ qualifying shares) are at the time directly or indirectly owned by the Company, any other
Subsidiary or Subsidiaries, and/or one or more individuals of the Executive Group (or, in the event of death or disability of any of such
individuals, his/her respective legal representative(s), or such individuals’ successors in office as an officer of the Company),
and (ii) any other entity the accounts of which are consolidated with the accounts of the Company. The foregoing definition of “Subsidiary”
shall only be applicable with respect to the covenants set forth above under the captions “Limitation on Incurrence of Total Debt,”
“Limitation on Incurrence of Secured Debt,” “Debt Service Coverage,” and “Maintenance of Total Unencumbered
Assets,” this definition, the other definitions set forth herein under this caption “Certain Definitions,” and, insofar
as Section 801 of the Indenture is applicable to the Notes, the term “Subsidiary,” as that term is used in Section 801(2) of
the Indenture, shall have the meaning set forth in this definition (instead of the meaning set forth in Section 101 of the Indenture).
“Total
Assets” as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the
Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP (but excluding accounts receivable and intangibles).
“Total
Unencumbered Assets” as of any date means Total Assets minus the value of any properties of the Company and its Subsidiaries
that are encumbered by any mortgage, charge, pledge, lien, security interest, trust deed, deed of trust, deed to secure debt, security
agreement, or other encumbrance of any kind (other than those relating to Intercompany Debt), including the value of any stock of any
Subsidiary that is so encumbered, determined on a consolidated basis in accordance with GAAP; provided, however, that, in determining
Total Unencumbered Assets as a percentage of outstanding Unsecured Debt for purposes of the covenant set forth above under "Maintenance
of Total Unencumbered Assets," all investments in any Person that is not consolidated with the Company for financial reporting purposes
in accordance with GAAP shall be excluded from Total Unencumbered Assets to the extent that such investment would otherwise have been
included. For purposes of this definition, the value of each property shall be equal to the purchase price or cost of each such property
and the value of any stock subject to any encumbrance shall be determined by reference to the value of the properties owned by the issuer
of such stock as aforesaid.
“Treasury
Rate” means, with respect to any Redemption Date, the yield determined by the Company in accordance with the following
two paragraphs.
The Treasury Rate shall be determined by the Company after
4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of
the Federal Reserve System), on the third Business Day preceding the Redemption Date based upon the yield or yields for the most recent
day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) — H.15” (or any successor designation or
publication) (“H.15”) under the caption “U.S. government securities — Treasury constant maturities — Nominal”
(or any successor caption or heading). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for
the Treasury constant maturity on H.15 exactly equal to the period from the Redemption Date to the Par Call Date (the “Remaining
Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields — one
yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant
maturity on H.15 immediately longer than the Remaining Life — and shall interpolate to the Par Call Date on a straight-line
basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no
such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity
on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15
shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity
from the Redemption Date.
5
If on the third Business Day preceding the Redemption Date
H.15 or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate
per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding
such Redemption Date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as
applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury
securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with
a maturity date following the Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding
the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States
Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more United States
Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices
for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the
terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average
of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury
security, and rounded to three decimal places.
“Undepreciated
Real Estate Assets” as of any date means the amount of real estate assets of the Company and its Subsidiaries on such
date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP.
“Unsecured
Debt” means Debt of the Company or any Subsidiary that is not Secured Debt.
If an Event of Default with respect to the Notes
shall occur and be continuing, the principal of the Notes may be declared due and payable in the manner and with the effect provided in
the Indenture.
As provided in and subject to the provisions of the
Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment
of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice
of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time
Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee indemnity reasonably satisfactory to it and the Trustee shall not have received from the Holders of a majority in
principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any
such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Note for the enforcement of any payment of principal of, or premium, if any, or interest on, this Note on or after
the respective due dates therefor.
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders
of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority
in aggregate principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders of not less than
a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the
Company with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority
of the aggregate principal amount of the Outstanding Notes to waive, in certain circumstances, on behalf of all Holders of the Notes,
certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof
or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.
6
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of, and premium, if any, and interest on, this Note at the times, places and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the Security Register, upon surrender of this Note for registration
of transfer at the office or agency of the Company in any Place of Payment for the Notes, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security Registrar for the Notes duly executed by, the Holder hereof
or his or her attorney duly authorized in writing, and thereupon one or more new Notes of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain
limitations therein set forth, Notes of this series are exchangeable for a like aggregate principal amount of Notes of this series of
different authorized denominations, as requested by the Holder surrendering the same.
The Notes of this series are issuable only in registered
form, without interest coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof. No service charge shall
be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Note is registered
as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
No recourse shall be had for the payment of the principal
of, or premium, if any, or the interest on this Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any past, present or future stockholder, employee, officer or
director, as such, of the Company or of any successor, either directly or through the Company or any successor, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by
the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee
on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes as a convenience to the
Holders of the Notes. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Notes, and reliance
may be placed only on the other identification numbers printed hereon.
Unless the certificate of authentication hereon has
been executed by the Trustee by manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
The headings included in this Note are for convenience
only and shall not affect the construction hereof.
[Signature page follows]
7
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed.
REALTY INCOME CORPORATION
By:
Name:
Title:
Attest:
By:
Name:
Title:
8
TRUSTEE’S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:
Authorized Signatory
Dated:
Signature Page to Company Order
9
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers to
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address
including Zip Code of Assignee)
the within Note of REALTY INCOME CORPORATION, and hereby does irrevocably constitute and appoint
Attorney to transfer said Note on the books of the within-named Company
with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond with the name
as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever.
Signature Guaranty
(Signature must be guaranteed by a participant in a signature
guarantee medallion program)
10
EX-5.1 — EXHIBIT 5.1
EX-5.1
Filename: tm2610093d6_ex5-1.htm · Sequence: 3
Exhibit 5.1
750 E. PRATT STREET SUITE 900 BALTIMORE,
MD 21202
T 410.244.7400
F 410.244.7742 www.Venable.com
April 7, 2026
Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
Re: Registration
Statement on Form S-3 (File No. 333-277150)
Ladies and Gentlemen:
We
have served as Maryland counsel to Realty Income Corporation, a Maryland corporation (the “Company”), in connection with certain
matters of Maryland law arising out of the registration, sale and issuance by the Company of $800,000,000 aggregate principal amount
of the Company’s 4.750% Notes due 2033 (the “Securities”), covered by the above-referenced Registration Statement, and
all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange
Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).
In connection with our representation
of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified
to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The
Registration Statement and the related form of prospectus included therein, substantially in the form in which it was transmitted to the
Commission under the 1933 Act;
2. The
Prospectus Supplement, dated March 30, 2026, and the accompanying Prospectus, dated February 16, 2024, substantially in the
form in which they were transmitted to the Commission under the 1933 Act;
3. The
charter of the Company, certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
4. The
Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;
5. Resolutions
adopted by the Board of Directors of the Company relating to, among other matters, the sale, issuance and registration of the Securities,
certified as of the date hereof by an officer of the Company;
6. 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
to The Bank of New York, as original trustee;
Realty Income Corporation
April 7,
2026
Page 2
7. A
certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
8. A
certificate executed by an officer of the Company, dated as of the date hereof; and
9. Such
other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions,
limitations and qualifications stated herein.
In expressing the opinion set
forth below, we have assumed the following:
1. Each
individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.
2. Each
individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each
of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents
to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable
in accordance with all stated terms.
4. All
Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted
to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records
reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained
in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there
has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
Based upon the foregoing, and
subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The
Company is a corporation, duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
2. The
issuance of the Securities by the Company has been duly authorized by the Company.
Realty Income Corporation
April 7,
2026
Page 3
The foregoing opinion is limited
to the laws of the State of Maryland and we do not express any opinion herein concerning federal law or any other state law. We express
no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland,
or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein
would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The
opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify
the terms or the interpretation of agreements.
The opinion expressed herein
is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We
assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.
This opinion is being furnished
to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Securities
(the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing
of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein.
In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the
1933 Act.
Very truly yours,
/s/ Venable LLP
EX-5.2 — EXHIBIT 5.2
EX-5.2
Filename: tm2610093d6_ex5-2.htm · Sequence: 4
Exhibit 5.2
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626-1925
Tel: +1.714.540.1235 Fax: +1.714.755.8290
www.lw.com
FIRM / AFFILIATE OFFICES
Austin
Milan
Beijing
Munich
Boston
New York
Brussels
Orange County
Chicago
Paris
Dubai
Riyadh
April 7, 2026
Düsseldorf
San Diego
Frankfurt
San Francisco
Hamburg
Seoul
Hong Kong
Silicon Valley
Houston
Singapore
London
Tel Aviv
Los Angeles
Tokyo
Madrid
Washington, D.C.
Realty Income Corporation
11995 El Camino Real
San Diego, California 92130
Re: Registration Statement No. 333-277150; $800,000,000 Aggregate Principal Amount of 4.750% Notes due 2033
Ladies and Gentlemen:
We
have acted as special counsel to Realty Income Corporation, a Maryland corporation (the “Company”), in connection
with the issuance of $800,000,000 aggregate principal amount of the Company’s 4.750% Notes due 2033 (the “Securities”),
under an indenture dated as of October 28, 1998 (the “Base Indenture”),
between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”)
and an officers’ certificate dated as of April 7, 2026 establishing the respective forms and terms of the Securities
pursuant to Sections 201, 301 and 303 of the Base Indenture (in each case, together with the Base Indenture, the “Indenture”),
pursuant to (i) a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”),
filed with the Securities and Exchange Commission (the “Commission”) on February 16, 2024 (File No. 333-277150)
(the “Registration Statement”), (ii) a base prospectus dated February 16, 2024 (the “Base
Prospectus”), (iii) the “issuer free writing prospectus” (as defined in Rule 433 and Rule 405
under the Act) filed by the Company with the Commission pursuant to Rule 433 under the Act on March 30, 2026 (the “Specified
IFWP”), (iv) a final prospectus supplement dated March 30, 2026 (the “Final Prospectus Supplement,”
and together with the Base Prospectus, the “Prospectus”), and (v) a purchase agreement dated March 30,
2026 by and among Wells Fargo Securities, LLC, BBVA Securities Inc., BofA Securities, Inc., J.P. Morgan Securities LLC and TD Securities
(USA) LLC, the other underwriters party thereto, and the Company (the “Purchase Agreement”). This
opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion
is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Specified IFWP, or the Prospectus,
other than as to the enforceability of the Securities.
Realty Income Corporation
April 7, 2026
Page 2
As such counsel, we have examined such matters
of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the
certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such
factual matters.
We are opining herein as to the internal laws of
the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction, or as to any matters of municipal law or the laws of any local agencies within any state. Various issues pertaining
to the laws of the State of Maryland are addressed in the opinion of Venable LLP, separately provided to you. We express no opinion with
respect to those matters, and to the extent elements of those opinions are necessary to the conclusions expressed herein, we have, with
your consent, assumed such elements.
Subject to the foregoing and the other matters
set forth herein, it is our opinion that, as of the date hereof, when the Securities have been duly executed, issued, and authenticated
and delivered by or on behalf of the Company against delivery and payment therefor in accordance with the terms of the Indenture and delivered
against payment therefor in the circumstances contemplated by the Purchase Agreement, the Securities will be legally valid and binding
obligations of the Company enforceable against the Company in accordance with their terms.
Our opinion is subject to: (i) the effect
of bankruptcy, insolvency, reorganization, preference, fraudulent transfer, moratorium or other similar laws relating to or affecting
the rights and remedies of creditors; (ii) the effect of general principles of equity, whether considered in a proceeding in equity
or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness,
good faith and fair dealing, and the discretion of the court before which a proceeding is brought; (iii) the invalidity under certain
circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect
to a liability where such indemnification or contribution is contrary to public policy; and (iv) we express no opinion as to (a) any
provision for liquidated damages, default interest, late charges, monetary penalties, make-whole premiums or other economic remedies to
the extent such provisions are deemed to constitute a penalty; (b) consents to, or restrictions upon, governing law, jurisdiction,
venue, arbitration, remedies or judicial relief; (c) the waiver of rights or defenses contained in the Indenture; (d) any provision
requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy; (e) any provision permitting,
upon acceleration of the Securities, collection of that portion of the stated principal amount thereof which might be determined to constitute
unearned interest thereon; (f) advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary
requirements, statutes of limitation, trial by jury or at law, or other procedural rights; (g) waivers of broadly or vaguely stated
rights, (h) covenants not to compete; (i) provisions for exclusivity, election or cumulation of rights or remedies; (j) provisions
authorizing or validating conclusive or discretionary determinations; (k) grants of setoff rights; (l) proxies, powers and trusts;
and (m) provisions prohibiting, restricting, or requiring consent to assignment or transfer of any right or property.
Realty Income Corporation
April 7, 2026
Page 3
With your consent, we have assumed (i) the
Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Maryland,
and has the corporate power and authority to enter into and consummate the transactions contemplated by the Purchase Agreement, the Indenture
and the Securities (collectively, the “Documents”); (ii) the Securities have been duly authorized
for issuance by all necessary corporate action by the Company and the execution, delivery and performance of the Documents have been duly
authorized by all necessary corporate action by the Company; (iii) the Documents have been duly authorized, executed and delivered
by the parties thereto, including the Company; (iv) each of the Documents will constitute legally valid and binding obligations of
the parties thereto other than the Company, enforceable against each of them in accordance with their respective terms; and (v) the
status of each of the Documents as legally valid and binding obligations of the parties will not be affected by any (a) breaches
of, or defaults under, agreements or instruments, (b) violations of statutes, rules, regulations or court or governmental orders,
or (c) failures to obtain required consents, approvals or authorizations from, or to make required registrations, declarations or
filings with, governmental authorities.
This opinion is for your benefit in connection
with the Registration Statement and the Prospectus and may be relied upon by you and by persons entitled to rely upon it pursuant to the
applicable provisions of the Act. We consent to your filing this opinion as an exhibit to a current report on Form 8-K dated April 7,
2026 and to the reference to our firm contained in the Final Prospectus Supplement under the heading “Legal Matters.” In giving
such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
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