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424B5 1 tm2613393-1_424b5.htm 424B5 tm2613393-1_424b5 - none - 8.5046173s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-277150

PROSPECTUS SUPPLEMENT
(To prospectus dated February 16, 2024)

150,000,000 Shares

Common Stock

We have entered into a sales agreement dated May 7, 2026 (the “sales agreement”), with Robert W. Baird & Co. Incorporated, Barclays Capital 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, Huntington Securities, Inc., 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 our common stock, par value $0.01 per share (our “common stock”), from time to time through the Agents, acting as our sales agents, or through the Forward Sellers, acting as sales agents to the relevant Forward Purchasers, or directly to one or more of the Agents, acting as principal.

Sales of shares of our common stock, if any, as contemplated by this prospectus supplement made through the Agents or the Forward Sellers will be made by means of ordinary brokers’ transactions on the New York Stock Exchange (the “NYSE”) 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 us of shares of our common stock to or through the Agents, we may enter into separate forward sale agreements under separate master forward sale agreements and related supplemental confirmations (each, a “forward sale agreement” and, collectively, the “forward sale agreements”), each with Robert W. Baird & Co. Incorporated, Barclays Capital 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, Huntington Securities, Inc., 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 we enter into a forward sale agreement with any Forward Purchaser, we expect 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 our 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.” Unless otherwise expressly stated or the context otherwise requires, the “appointed,” “applicable” or “relevant” Forward Seller with respect to a particular Forward Purchaser will be the Forward Seller entity that is the same entity as, or an affiliate of, such Forward Purchaser. We will not receive any proceeds from any sale of shares of our common stock borrowed by a Forward Purchaser or its affiliate and sold through the appointed Forward Seller, but we may receive contingency premiums from the applicable Forward Purchaser for the contingent forward transactions described below.

In one form of forward sale agreement, which we refer to as a “contingent forward transaction” that we may enter into with Jefferies LLC, Bank of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Banco Santander, S.A., and Wells Fargo Bank, National Association as Forward Purchasers, our obligation to sell and the applicable Forward Purchasers’ obligation to purchase, shares of our common stock underlying such forward sale agreement at the applicable forward sale price, is contingent on the applicable Forward Purchasers’ exercise (or deemed exercise) of such contingency, which may occur in whole or in part from time to time prior to specified contingency expiration dates. We refer to such Forward Purchaser when acting in such capacity as the “Contingent Forward Purchaser.” To the extent such contingency is exercised with respect to a portion of such contingent

Baird	Barclays	BMO Capital Markets	BNP PARIBAS
BNY Mellon Capital Markets, LLC	BofA Securities	BTIG	Citigroup
Citizens Capital Markets	Deutsche Bank Securities	Goldman Sachs & Co. LLC	Huntington Capital Markets
Jefferies	J.P. Morgan	Mizuho	Morgan Stanley
RBC Capital Markets	Regions Securities LLC	Santander	Scotiabank
Stifel	TD Securities	Truist Securities	UBS Investment Bank
Wells Fargo Securities

	PROSPECTUS SUPPLEMENT SUMMARY					S-1
	RISK FACTORS					S-5
	FORWARD-LOOKING STATEMENTS					S-13
	USE OF PROCEEDS					S-15
	DIVIDEND POLICY					S-18
	PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)					S-19
	SUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					S-28
	LEGAL MATTERS					S-28
	EXPERTS					S-28
	INCORPORATION BY REFERENCE					S-29

	ABOUT THIS PROSPECTUS					1
	THE COMPANY					3
	RISK FACTORS					4
	FORWARD-LOOKING STATEMENTS					5
	USE OF PROCEEDS					7
	DESCRIPTION OF DEBT SECURITIES					8
	DESCRIPTION OF COMMON STOCK					19
	GENERAL DESCRIPTION OF PREFERRED STOCK					21
	DESCRIPTION OF OTHER SECURITIES					35
	RESTRICTIONS ON OWNERSHIP AND TRANSFERS OF STOCK					36
	CERTAIN PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS					39
	UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS					44
	PLAN OF DISTRIBUTION					68
	LEGAL MATTERS					69
	EXPERTS					69
	WHERE YOU CAN FIND MORE INFORMATION					70
	INCORPORATION BY REFERENCE					71

Cash and cash equivalents(1)	$	388.4
Availability under credit facilities(2)		2,714.0
Unsettled At-the-Market (“ATM”) forwards		1,218.1
Less: commercial paper borrowings		(414.9)
Total available liquidity at our Pro-Rata Share	$	3,905.6

	Page
About This Prospectus		1
The Company		3
Risk Factors		4
Forward-Looking Statements		5
Use of Proceeds		7
Description of Debt Securities		8
Description of Common Stock		19
General Description of Preferred Stock		21
Description of Other Securities		35
Restrictions on Ownership and Transfers of Stock		36
Certain Provisions of Maryland Law and of our Charter and Bylaws		39
United States Federal Income Tax Considerations		44
Plan of Distribution		68
Legal Matters		69
Experts		69
Where You Can Find More Information		70
Incorporation by Reference		71

SEC Form 424B5 filed by Realty Income Corporation