Realty Income美股招股说明书(2026-06-29版)

% Notes due 2032 We are offering €aggregate principal amount of our% Notes due 2032 (the “notes”). The notes willmature on, 2032. We will pay interest on the notes onof each year, commencing, 2027.Interest on the notes will accrue from and including, 2026. We may redeem the notes at our option, at anytime in whole or from time to time in part, at the redemption price described in this prospectus supplement under thecaption “Description of Notes — Optional Redemption.” In addition, we may also redeem the notes at our option, inwhole but not in part, at the redemption price described in this prospectus supplement under the caption “Description ofNotes — Redemption for Changes in Taxes” in the event of certain changes in United States taxation. The notes will beissued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. The notes will be oursenior unsecured obligations. We intend to apply to list the notes on the New York Stock Exchange (the “NYSE”). The listing application will besubject to approval by the NYSE. We currently expect trading in the notes on the NYSE to begin within 30days afterthe date on which the notes are originally issued. If such a listing is obtained, we have no obligation to maintain suchlisting, and we may delist the notes at any time. 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 areknown as “The Monthly Dividend Companyand have a mission to invest in people and places to deliver dependablemonthly dividends that increase over time. We are structured as a real estate investment trust, or REIT, requiring usannually to distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to ourstockholders. Our monthly dividends are supported by the cash flow generated from real estate owned under long-termlease agreements with our commercial clients. As of March31, 2026, we owned or held interests in 15,571 propertieslocated in all 50 U.S. states, the United Kingdom, and eight other countries in Europe, with approximately347.6million square feet of leasable space leased to 1,786 clients doing business in 92 separate industries.®®” Investing in the notes involves risks. See “Risk Factors” beginning on pageS-9of this prospectus supplement. (1)Plus accrued interest, if any, from, 2026, if settlement occurs after that date. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanyingprospectus. Any representation to the contrary is a criminal offense. Delivery of the notes will be made only in book-entry form through the facilities of Clearstream Banking S.A. andEuroclear Bank SA/NV, against payment on or about, 2026. Joint Book-Running Managers Santander , 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-47ExpertsS-47Incorporation by ReferenceS-47 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 dat