Realty Income Corp美股招股说明书(2026-03-31版)

4.750% Notes due 2033 We are offering $800,000,000 aggregate principal amount of our 4.750% Notes due 2033 (the “notes”). The notes willmature on April15, 2033. We will pay interest on the notes on April15 and October15 of each year, commencing October15,2026. Interest on the notes will accrue from and including April7, 2026. We may redeem the notes at any time in whole, or fromtime to time in part, at the redemption price 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 leading companies. Founded in1969, we serve our clients as a full-service real estate capital provider. As of December31, 2025, we have a portfolio of over15,500 properties in all 50 states of the United States (“U.S.”), the United Kingdom (“U.K.”), and eight other countries inEurope. We are known as “The Monthly Dividend Company” and have a mission to invest in people and places to deliverdependable monthly dividends that increase over time. Since our listing on the NYSE in 1994, we have had 134 dividendincreases and are a member of the S&P 500 Dividend Aristocrats index for having increased our dividend for over31consecutiveyears.®® Investing in the notes involves risks. See “Risk Factors” beginning on pageS-7of this prospectus supplement. Per NoteTotalPublic offering price98.261$786,088,000Underwriting discount0.650$5,200,000Proceeds, before expenses, to Realty Income Corporation97.611$780,888,000(1)%%% (1)Plus accrued interest, if any, from April7, 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. Anyrepresentation to the contrary is a criminal offense. Delivery of the notes will be made only in book-entry form through the facilities of The Depository Trust Company for theaccounts of its participants, including Clearstream Banking S.A. and Euroclear Bank SA/NV, as operator of the EuroclearSystem, against payment in New York, New York on or about April7, 2026. Joint Book-Running Managers Wells Fargo SecuritiesBBVA BofA Securities J.P. Morgan TD SecuritiesBarclaysBNP PARIBASCitigroupDeutsche Bank SecuritiesMizuho RBC Capital Markets PNC Capital Markets LLC BMO Capital MarketsMorgan StanleyRegions Securities LLCSantander Truist Securities Scotiabank UBS Investment BankRamirez & Co., Inc.Academy SecuritiesRoberts & RyanR. Seelaus & Co., LLC 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-36Incorporation by ReferenceS-36 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 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.