Material Event (Form 8-K)

Item 8.01 Other Events.

On November 7, 2025, Realty Income Corporation (the "Company") entered into a sales agreement (the "Sales Agreement") with Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC (each, an "Agent" and together, the ''Agents''), the Forward Sellers (as defined below) and the Forward Purchasers (as defined below) providing for the offer and sale of up to 150,000,000 shares of the Company's common stock, par value $0.01 per share, from time to time (a) by the Company through the Agents, acting as the Company's sales agents, or directly to one or more of the Agents, acting as principal, and (b) by the Forward Sellers, acting as sales agents for the relevant Forward Purchasers.

Sales of shares of the Company's common stock, if any, as contemplated by the Sales Agreement made through the Agents, as the Company's sales agents, or the Forward Sellers on behalf of the Forward Purchasers will be made by means of ordinary brokers' transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or by any other methods permitted by applicable law.

The Sales Agreement contemplates that, in addition to the issuance and sale by the Company of shares of the Company's common stock to or through the Agents, the Company may enter into separate forward sale agreements (each, a "Forward Sale Agreement" and, collectively, the "Forward Sale Agreements"), each with Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BBVA Securities Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., Citibank, N.A., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC or Wells Fargo Securities, LLC, or one of their respective affiliates (in such capacity, each a "Forward Purchaser" and, collectively, the "Forward Purchasers"). If the Company enters into a Forward Sale Agreement with any Forward Purchaser, the Company expects that such Forward Purchaser or its affiliate will attempt to borrow from third parties and sell, through the relevant Forward Seller, acting as sales agent for such Forward Purchaser, shares of the Company's common stock to hedge such Forward Purchaser's exposure under such Forward Sale Agreement. We refer to an Agent or to Nomura Securities International, Inc. (acting through BTIG, LLC as agent), when acting as sales agent for the relevant Forward Purchaser, as, individually, a "Forward Seller" and, collectively, the "Forward Sellers." The Company will not receive any proceeds from any sale of shares of common stock borrowed by a Forward Purchaser or its affiliate and sold through the relevant Forward Seller.