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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Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

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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 2025 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 13, 2025. You can attend the Annual Meeting at www.virtualshareholdermeeting.com/realty2025 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 2025 Annual Meeting of Stockholders and Proxy Statement.

We achieved another strong year of operating results in 2024. Since our public listing in 1994, we have continued to deliver on our mission of providing shareholders a dependable monthly dividend that grows over time, supported by cash flow from long-term net lease agreements. We paid 12 monthly dividends during 2024, and stockholders realized a 2.5% increase in the amount of dividends paid per share. We generated net income per share of $0.98 and grew Adjusted Funds From Operations (“AFFO”) per share by 4.8% to $4.19. In January 2024, we closed on the acquisition of the public net-lease REIT Spirit Realty Capital, Inc. (“Spirit Realty Capital”), which enhanced our real estate portfolio and further helped to achieve our growth objectives in 2024. Additionally, we completed $3.9 billion of investment volume at an initial weighted average cash yield of 7.4%. We continued to grow our presence internationally, with approximately 50% of our investment activity taking place in the U.K and Europe.

We continued to maintain 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 5.4x, and liquidity of $3.7 billion. Our portfolio’s operational metrics remain strong, as we ended the year with a high occupancy rate of 98.7%. Our proven history to deliver consistent results, including AFFO per share growth, in a variety of economic environments remains one of our greatest attributes, predicated on the high quality of our properties and clients. 2024 marked our 30-year anniversary of being a publicly listed company, and I would like to thank our One Team colleagues for their continued contributions and dedication, as well as our Board of Directors for their continued support and guidance. Furthermore, I would like to thank Jacqueline Brady for her contributions and service to our Company and Board of Directors, as she plans to not stand for re-election following the Annual Meeting.

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 our 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.

Sincerely,

Sumit Roy

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

Table of Contents

NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERSNOTICE IS HEREBY GIVEN that the 2025 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 our 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/realty2025.

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 13, 2025.This Proxy Statement and our 2024 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 PhotosRealty 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.