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424B5 1 tm2613710-4_424b5.htm 424B5 tm2613710-4_424b5 - none - 9.482472s

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-277150

PROSPECTUS SUPPLEMENT
(To prospectus dated February 16, 2024)

€600,000,000

3.625% Notes due 2032

We are offering €600,000,000 aggregate principal amount of our 3.625% Notes due 2032 (the “notes”). The notes will mature on July 30, 2032. We will pay interest on the notes on July 30 of each year, commencing July 30, 2026. Interest on the notes will accrue from and including July 7, 2026. We may redeem the notes at our option, at any time in whole or from time to time in part, at the redemption price described in this prospectus supplement under the caption “Description of Notes — Optional Redemption.” In addition, we may also redeem the notes at our option, in whole but not in part, at the redemption price described in this prospectus supplement under the caption “Description of Notes — Redemption for Changes in Taxes” in the event of certain changes in United States taxation. The notes will be issued in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. The notes will be our senior unsecured obligations.

We intend to apply to list the notes on the New York Stock Exchange (the “NYSE”). The listing application will be subject to approval by the NYSE. We currently expect trading in the notes on the NYSE to begin within 30 days after the date on which the notes are originally issued. If such a listing is obtained, we have no obligation to maintain such listing, 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, is real estate partner to the world’s leading companies®. We are known as “The Monthly Dividend Company®” and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time. We are structured as a real estate investment trust, or REIT, requiring us annually to distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to our stockholders. Our monthly dividends are supported by the cash flow generated from real estate owned under long-term lease agreements with our commercial clients. As of March 31, 2026, we owned or held interests in 15,571 properties located in all 50 U.S. states, the United Kingdom, and eight other countries in Europe, with approximately 347.6 million 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 page S-9 of this prospectus supplement.

	Per Note		Total
Public offering price(1)		99.518%		€	597,108,000
Underwriting discount		0.650%		€	3,900,000
Proceeds, before expenses, to Realty Income Corporation(1)		98.868%		€	593,208,000

(1)

Plus accrued interest, if any, from July 7, 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 these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. 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. and Euroclear Bank SA/NV, against payment on or about July 7, 2026.

Joint Book-Running Managers

Barclays

BNP PARIBAS

RBC Capital Markets

Santander

Wells Fargo Securities

BofA Securities

J.P. Morgan

Mizuho

Regions Securities LLC

TD Securities

Citigroup

Goldman Sachs & Co. LLC

PNC Capital Markets LLC

Scotiabank

Truist Securities

US Bancorp

Senior Co-Managers

BBVA

BMO Capital Markets

BNY Capital Markets

Capital One Securities

Citizens Capital Markets

Deutsche Bank

Huntington Capital Markets

Morgan Stanley

UBS Investment Bank

Co-Managers

Ramirez & Co., Inc.

Academy Securities

Roberts & Ryan

R. Seelaus & Co., LLC

The date of this prospectus supplement is June 29, 2026.

	Page
Prospectus Supplement Summary		S-1
The Offering		S-4
Risk Factors		S-9
Forward-Looking Statements		S-19
Currency Conversion		S-21
Use of Proceeds		S-22
Description of Notes		S-24
Supplemental U.S. Federal Income Tax Considerations		S-40
Underwriting (Conflicts of Interest)		S-43
Legal Matters		S-48
Experts		S-48
Incorporation by Reference		S-48

	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

Cash and cash equivalents(1)	$	242.4
Availability under credit facilities(2)		3,472.1
Unsettled ATM forwards		2,056.8
Less: commercial paper borrowings		(1,759.8)
Total available liquidity at our Pro-Rata Share	$	4,011.5

Note Covenants	Required	Actual
Limitation on incurrence of total Debt	≤60% of Adjusted Total Assets	41.4%
Limitation on incurrence of Secured Debt	≤40% of Adjusted Total Assets	0.2%
Debt service coverage ratio(1)	≥1.5x	4.7x
Maintenance of Total Unencumbered Assets	≥150% of Unsecured Debt	242.5%

Underwriters	Principal Amount of Notes
Barclays Bank PLC		€	60,000,000
BNP PARIBAS			48,000,000
RBC Europe Limited			48,000,000
Banco Santander, S.A.			48,000,000
Wells Fargo Securities International Limited			48,000,000
Merrill Lynch International			24,000,000
J.P. Morgan Securities plc			24,000,000
Mizuho International plc			24,000,000
Regions Securities LLC			24,000,000
TD Global Finance unlimited company			24,000,000
Citigroup Global Markets Limited			18,000,000
Goldman Sachs & Co. LLC			18,000,000
PNC Capital Markets LLC			18,000,000
Scotiabank (Ireland) Designated Activity Company			18,000,000
Truist Securities, Inc.			18,000,000
U.S. Bancorp Investments, Inc.			18,000,000
Banco Bilbao Vizcaya Argentaria, S.A.			12,000,000
Bank of Montreal, London Branch			12,000,000
BNY Mellon Capital Markets, LLC			12,000,000
Capital One Securities, Inc.			12,000,000
Citizens JMP Securities, LLC			12,000,000
Deutsche Bank AG, London Branch			12,000,000
Huntington Securities, Inc.			12,000,000
Morgan Stanley & Co. International plc			12,000,000
UBS AG London Branch			12,000,000
Samuel A. Ramirez & Company, Inc.			4,800,000
Academy Securities, Inc.			2,400,000
Roberts & Ryan, Inc.			2,400,000
R. Seelaus & Co., LLC			2,400,000
Total		€	600,000,000