REALTY INCOME CORP

The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024, and our financial performance for each such fiscal year:

1. Amounts represent compensation “actually paid” to our principal executive officer (“PEO”) and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the 2024 fiscal year, as adjusted as follows:

2. Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for time-based restricted stock and restricted stock unit awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based restricted stock awards (excluding any market-based awards), the same valuation methodology as restricted stock awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate of derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period. The range of estimates used in the Monte Carlo calculations are as follows: (i) for 2024, volatility between 17%-19% and risk-free rate between 4.2%-4.4%; (ii) for 2023, volatility between 20%-21% and risk-free rate between 4.2%-4.5%; (iii) for 2022, volatility between 20%-22% and risk free rate between 4.4%-4.7%; (iv) for 2021, volatility between 18%-45% and risk free rate of 0.4%-0.7%; and (v) for 2020, volatility between 45%-61% and risk free rate of 0.1%.

3. For the relevant fiscal year, represents the cumulative TSR of the MSCI U.S. REIT Index.

4. AFFO per share, a non-GAAP financial measure, provides useful information to investors because it is a widely accepted industry measure of the operating performance of REITs that is used by industry analysts and investors who look at and compare those companies. It provides an additional measure to compare the operating performance of REITs without having to account for differing depreciation assumptions and other unique revenue and expense items, which we believe are not pertinent to measuring a particular company’s on-going operating performance. The most appropriate GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders per share. For a reconciliation of AFFO per share to net income available to common stockholders per share, see Appendix A on page 1 of this Proxy Statement.

Narrative Disclosure to Pay Versus Performance Table

Relationship Between Financial Performance Measures

The line graph below compares (i) the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (ii) our cumulative TSR, (iii) the cumulative TSR of the MSCI U.S. REIT Index, (iv) our net income, and (v) AFFO per share, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, 2023 and 2024. TSR amounts reported in the graph assume an initial fixed investment of $100 and that all dividends were reinvested.

Pay Versus Performance Tabular List

We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2024:

•AFFO per share;

•TSR ranking relative to MSCI REIT Index;

•Net Debt-to-Pro Forma Adjusted EBITDAre;

•Fixed charge coverage ratio;

•Portfolio occupancy; and

•Dividend per share growth rate

For additional information about how each of these measures has been incorporated into our 2024 compensation program, please see “Compensation Discussion and Analysis - 2024 STIP Performance Goals” on page 55 and “Compensation Discussion and Analysis - 2024 LTIP Performance Goals” on page 62.