REALTY INCOME CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.)

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REALTY INCOME CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our,” or “us”) to be held virtually at 9:00 a.m. Pacific Time, on May 30, 2024. You can attend the Annual Meeting at www.virtualshareholdermeeting.com/realty2024 by using the control number that appears on your proxy card and the instructions provided as part of your Proxy Materials. Stockholders may submit questions during the Annual Meeting through the meeting website. The items of business that will be reviewed at the Annual Meeting are described in the Notice of the 2024 Annual Meeting of Stockholders and Proxy Statement.

In 2023, Realty Income continued to deliver attractive operating results. Since Realty Income’s public listing in 1994, our objective has remained consistent: to deliver dependable monthly dividends that increase over time, supported by cash flow from long-term net lease agreements. In 2023, we paid 12 monthly dividends, and stockholders realized a 2.8% increase in the amount of dividends paid per share. We generated net income per share of $1.26 and grew Adjusted Funds From Operations (“AFFO”) per share by 2.0% to $4.00. Underpinning these results, we achieved a number of significant accomplishments in 2023. Most notably, in October the company announced the acquisition of public net-lease REIT Spirit Realty Capital, Inc. (“Spirit”) in an all-stock transaction valued at an enterprise value of $9.3 billion, which closed on January 23, 2024. With assets that are highly complementary to our existing portfolio, the Spirit portfolio enhances the diversification and depth of our real estate portfolio and will allow us to deepen our longstanding relationships with existing clients and curate new ones. In the fourth quarter of 2023, we announced our first investment in the data center property type through the acquisition of an 80% interest in a joint venture to support the development of two build-to-suit data centers in Northern Virginia with Digital Realty Trust, Inc. (“Digital Realty”). This new vertical represents another avenue of growth for the Company. We delivered on these accomplishments while maintaining an industry leading balance sheet, ending the year with a fixed charge coverage ratio of 4.7x, Net Debt-to-Annualized Pro Forma Adjusted EBITDAre of 5.5x, and liquidity of $4.1 billion. Our portfolio continues to exhibit strong internal growth, as well. At the end of 2023, we maintained a high occupancy rate of 98.6%, and in the fourth quarter of 2023, we generated same store revenue growth of 2.6%. Realty Income’s ability to provide investors stability in a variety of economic environments remains one of our greatest attributes, predicated on the quality of our properties and clients. I’m grateful to our dedicated One Team colleagues who made this successful year possible through their ongoing contributions. Furthermore, I would like to thank Ronald L. Merriman for his 19 years of impactful service to our Company and Board of Directors, as he plans to retire following the Annual Meeting. Ron’s leadership and guidance supported Realty Income during a period of significant evolution. On behalf of the entire Board of Directors and all of my colleagues at Realty Income, I want to thank Ron for his dedication. Jeff A. Jacobson joined Realty Income's Board of Directors in February 2024. Jeff is the retired Global Chief Executive Officer of LaSalle Investment Management. His extensive leadership experience and relationships in the industry will be a tremendous asset to the company.

When Realty Income was founded in 1969 by Bill and Joan Clark, it was predicated on the philosophy of helping businesses grow. Sadly, Bill Clark passed away in 2023. His legacy will continue to be honored at Realty Income, as we remain committed to our founding principles. Because of Bill’s vision, Realty Income is now real estate partner to the world’s leading companies.

Later this year, we will publish our annual Sustainability Report for 2023 (the “Sustainability Report”), which will include details of our corporate responsibility initiatives. Previous sustainability reports can be found in the sustainability section of our corporate website, and I encourage you to review them to understand the significant emphasis we place on these initiatives for the communities we serve, the environment and our future.(1)Additionally, we encourage you to review the information contained in the Proxy Statement. It is meant to provide an overview of our achievements during the year, including information on the Company’s compensation program and corporate governance practices. After your review, we hope you will vote in accordance with the Board of Directors’ recommendations. Your vote is important to us, and we appreciate your continued support of our Company.

Sincerely,

Sumit Roy

President, Chief Executive Officer, and Member of the Board of Directors

1. The Sustainability Report will not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent Realty Income specifically incorporates the same by reference.

Table of Contents

NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERSNOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Realty Income Corporation, a Maryland corporation (“Realty Income,” the “Company,” “we,” “our,” or “us”), will be held as follows:

MEETING INFORMATION

ITEMS OF BUSINESS

The Proxy Statement following this Notice describes these matters in detail. We have not received other proposals that are expected to be presented at the Annual Meeting. During the Annual Meeting, management will report on the current activities of the Company and comment on its future plans. Stockholders will be able to vote electronically and submit questions electronically both before and during the meeting. All presentation materials shared at the Annual Meeting will be made available in the investors section of the Company’s website at www.realtyincome.com.

PROXY VOTING

Your vote is important. Whether or not you plan to participate in our virtual Annual Meeting, we urge you to submit your proxy as soon as possible to ensure your shares are represented and voted at the Annual Meeting. You may authorize a proxy to vote your shares by telephone, via the Internet, or – if you have received and/or requested paper copies of our Proxy Materials by mail – by signing, dating, and returning the proxy card in the envelope provided. If you participate in our virtual Annual Meeting, you may, if you wish, vote your shares (or withdraw your proxy) at www.virtualshareholdermeeting.com/realty2024.

No person is authorized to make any representation with respect to the matters described in this Proxy Statement other than those contained herein, and, if given or made, such information or representation must not be relied upon as having been authorized by us or any other person.

You are encouraged to read this Proxy Statement in its entirety before voting or authorizing a proxy to vote on your behalf.

By Order of the Board of Directors,

Michelle Bushore

Executive Vice President, Chief Legal Officer, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 30, 2024.

This Proxy Statement and our 2023 Annual Report are available at www.proxyvote.com.

Whether or not you plan to attend the Annual Meeting, please carefully read the proxy statement and other proxy materials and authorize a proxy to vote your shares as soon as possible. You may authorize your proxy by telephone, over the Internet, or by mail by completing your proxy card, even if you plan to attend the virtual Annual Meeting. If you received a Notice of Availability of Proxy Materials, you may also request a paper or an e-mail copy of our proxy materials and a paper proxy card at any time. If you virtually attend the Annual Meeting, you may vote at the meeting if you wish, even if you previously have submitted your proxy.

Client Names, Logos and Photos

Realty Income is not affiliated or associated with, is not endorsed by, does not endorse, and is not sponsored by or a sponsor of the clients or of their products or services pictured or mentioned. The names, logos and all related product and service names, design marks and slogans are the trademarks or service marks of their respective companies.