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We may face extensive regulations from gaming and other regulatory authorities regarding current and future gaming properties.

As a landlord of ~~Contents~~a gaming facility or future gaming facilities, we may be impacted by the risks associated with the gaming industry. The ownership, operation, and management of gaming facilities are subject to pervasive regulation. Gaming authorities also retain great discretion such that gaming regulations can impact our gaming clients, individuals associated with the operation of gaming properties, and us as the owner of the real estate and landlord related to such facilities. Gaming laws and regulations can impact all facets of a gaming property, including but not limited to alcoholic beverages, environmental matters, employees, health care, currency transactions, zoning and building codes, and marketing and advertising. Such laws and regulations could change or could be interpreted differently in the future, or new laws and regulations could be enacted, which could adversely affect our operating results, and may also result in additional taxes or licensing fees imposed on us and our gaming clients. In addition, subject to certain administrative due process requirements, gaming regulators generally have broad authority to conduct investigations into the conduct or associations of our officers or certain investors to ensure compliance with applicable standards and suitability to hold a gaming license, and to deny any application or limit, condition, restrict, revoke, or suspend any gaming license, registration, or finding of suitability or approval, or fine any person licensed, registered, or found suitable or qualified as a licensee. As a result, our ability to obtain or maintain our required licenses and approvals, or avoid penalties related thereto, may be subject to risks, including risks outside of our control, and cannot be predicted.

Were a tenant unable to continue to perform under a lease, because of the highly regulated nature of the industry, it may be difficult to re-lease gaming properties. This difficulty may be exacerbated to the extent the gaming property is located in a geography that does not have an expansive gaming footprint, such as one of the properties, in which we are invested. A transfer of interest, including a new lease, will likely require approval of regulators and the licensing of a new gaming operator tenant.

An uninsured loss or a loss that exceeds the policy limits on our properties could subject us to lost capital or revenue on those properties.

~~Under the terms and conditions of the~~Our leases ~~currently in force on~~generally require our ~~properties,~~ clients ~~generally are required~~ to indemnify and hold us harmless from liabilities resulting from injury to persons, air, water, land or property, due to activities conducted on the properties, except for claims arising from the negligence or intentional misconduct of us or our agents. Additionally, clients are generally required, at the client’s expense, to obtain and keep in full force during the term of the lease, liability and property damage insurance policies. The insurance policies our clients are required to maintain for property damage are generally in amounts not less than the full replacement cost of the improvements less slab, foundations, supports and other customarily excluded improvements. Our clients are generally required to maintain general liability coverage depending on the client and the industry in which the client operates.

~~In addition to the indemnities and required insurance policies identified above, many~~Many of our properties are also covered by flood and earthquake insurance policies (subject to substantial deductibles) obtained and paid for by ~~the~~our clients as part of their risk management programs. Additionally, we have obtained blanket liability, flood and earthquake (subject to substantial deductibles) and property damage insurance policies to protect us and our properties against loss should the indemnities and insurance policies provided by the

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clients fail to restore the properties to their condition prior to a loss. We do not carry insurance for certain losses and certain types of losses may be either uninsurable or not economically insurable. However, should a loss occur that is uninsured or in an amount exceeding the combined aggregate limits for the policies noted above, or in the event of a loss that is subject to a substantial deductible under an insurance policy, we could lose all or part of our capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on our

results of operations or financial condition and on our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. We also face the risk that our insurance carriers may not be able to provide payment under any potential claims that might arise under the terms of our insurance policies, and we may not have the ability to purchase insurance policies we desire.

In addition, although we obtain title insurance policies ofon our properties to help protect us and our properties against ~~unknown~~ title defects (such as adverse claims of ownership, liens or other encumbrances), there may be certain title defects that our title insurance will not cover. If a material title defect related to any of our properties is not adequately covered by a title insurance policy, we could lose some or all of our capital invested in and our anticipated profits from such property, cause a financial misstatement or damage our reputation.

Compliance with the Americans with Disabilities Act of 1990 and fire, safety, and other regulations may require us to make ~~unintended~~unanticipated expenditures that could adversely impact our results of operations.

Our properties are generally required to comply with the Americans with Disabilities Act of 1990, or the ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants. The ~~retailers~~clients to whom we lease properties are obligated by law to comply with the ADA provisions and, ~~we believe that these retailers may be~~in many cases, the clients are generally obligated to cover costs associated with ~~compliance.~~compliance pursuant to the terms of their applicable leases. If required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these ~~retailers~~clients to cover costs could be adversely affected and we could be required to expend our own funds to comply with the provisions of the ADA, which could materially adversely affect our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. In addition, ~~we are required to operate~~ our properties must be in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders.

~~Property taxes may increase without notice.~~

The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. While the majority of our leases are under a net lease structure, some or all of such property taxes may not be collectible from our clients.

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Our business is subject to risks associated with climate change and our sustainability strategies.

Our business is subject to risks associated with the effects of climate change, and a resulting shift to a lower carbon economy, and may be subject to further risks in the future. Climate change could ~~trigger~~adversely affect our business through both chronic and acute perils including, but not limited to, extreme weather, ~~and~~ changes in precipitation and temperature, and ~~air quality,~~rising sea levels, all of which may result in physical damage to, or a decrease in demand for, our properties located in the areas affected by these ~~conditions. Should~~conditions, and may adversely impact consumer behaviors, preferences and spending for our clients, which may impact their ability to fulfill their obligations under our leases, or our ability to re-lease the properties in the future. In addition, should the impact of climate change be severe or occur for lengthy periods of time, connectivity, labor and supply chains could impact business continuity for ourselves and our ~~customers. This~~clients. Chronic climate change may lead to increased costs for us and our clients to adapt to the demands and expectations of climate change or lower carbon usage, including with respect to heating, cooling or electricity costs, retrofitting properties to be more energy efficient or comply with new rules or regulations, or other unforeseen costs. These risks could adversely affect our reputation, financial condition or results of operations.

~~In addition, we~~We seek to promote effective energy efficiency and other sustainability strategies and compliance with federal, state and international laws and regulations related to climate change, both internally and with our clients. Our sustainability strategies and efforts to comply with changes in federal, state and international laws and regulations on climate change could result in significant capital expenditures to improve our existing properties or properties we may acquire. Any changes to such laws and regulations could also result in increased operating costs or capital expenditures at our properties. If we are unable to comply with laws and regulations on climate change or implement effective sustainability strategies, our reputation among our clients and investors may be damaged and we may incur fines and/or penalties. Moreover, there can be no assurance that any of our sustainability strategies

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will result in reduced operating costs, higher occupancy or higher rental rates or deter our existing clients from relocating to properties owned by our competitors.

WeIn addition, tenants of net-leased properties are responsible for maintenance and other day-to-day management of the properties. This lack of control over our net-leased properties makes it difficult for us to collect property-level environmental metrics and to enforce sustainability initiatives, which may impact our ability to comply with certain regulatory disclosure requirements to which we are subject (such as the anticipated changes to ~~risks related~~the SEC’s climate-related disclosure rules) or comply effectively with established Environmental, Social and Governance ("ESG") frameworks and standards, such as the Global Real Estate Sustainability Benchmarks, Task Force for Climate-Related Financial Disclosures (“TCFD”) and the Sustainability Accounting Standards Board. If we are unable to ~~recent proposals for reform regarding LIBOR.~~

~~Certain of~~successfully collect the data necessary to comply with these disclosure requirements, we may be subject to increased regulatory risk and if such data is incomplete or unfavorable, our ~~existing debt instruments and other financial arrangements, including~~relationship with our ~~$3.0 billion revolving credit facility~~investors, our stock price, and our ~~$250.0 million term loan facility, provide for borrowings~~access to be made at variable interest rates that use the London Interbank Offered Rate, or LIBOR (or metrics derived from or related to LIBOR), as a benchmark for establishing the interest rate applicable to outstanding borrowings thereunder, and we may incur additional indebtedness or enter into new financial arrangements that use LIBOR as a benchmark for establishing the interest rate for borrowing thereunder.

The UK Financial Conduct Authority, which is the LIBOR administrator’s regulator, previously stated that it would no longer encourage or require banks to submit rates for LIBOR after 2021. However, for U.S. dollar LIBOR, it now appears that the relevant datecapital may be deferred to June 30, 2023 for certain tenors, including overnight and one, three, six and 12 months), at which time the LIBOR administrator has indicated that it intends to cease publication of U.S. dollar LIBOR. Despite this potential deferral, the LIBOR administrator has advised that no new contracts using U.S. dollar LIBOR should be entered into after December 31, 2021. These actions are expected to cause LIBOR to cease to exist and the adoption of alternative reference rates. Likewise, notwithstanding a possible deferral, the LIBOR administrator’s advice that no new contracts using U.S. dollar LIBOR be entered into after December 31, 2021 may mean that LIBOR borrowings (including LIBOR borrowings under our credit facilities) may cease to be available after that date. While our revolving credit facility and our term loan facility include provisions for establishing alternative reference rates in the event LIBOR shall no longer be available, the consequences of the adoption of any such alternative reference rates cannot be predicted and could have an adverse impact on the market value for or value of LIBOR-linked securities, loans and other financial obligations or extensions of credit held by or due to us and could also affect interest rates and other financing costs under our debt instruments and other financial arrangements, any of which could adversely affect our results of operations and financial condition.negatively impacted.

Our charter contains restrictions upon ownership of our common stock.

Our charter contains restrictions on ownership and transfer of our common stock intended to, among other purposes, assist us in maintaining our status as a REIT for ~~United States~~U.S. federal and/or state income tax purposes. For example, our charter restricts any person from acquiring beneficial or constructive ownership of more than 9.8% (by value or by number of shares, whichever is more restrictive) of our outstanding shares of common stock. These restrictions could have anti-takeover effects and could reduce the possibility that a third party will attempt to acquire control of us, which could adversely affect the market price of our common stock.

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The value of certain of our investment in real property may be reduced as the result of the expiration or loss of local tax abatements, tax credit programs, or other governmental incentives.

Certain of our investments have the benefit of governmental tax incentives aimed at inducing ~~retail~~property users to relocate to incentivize development in areas and neighborhoods which have not historically seen robust commercial development. ~~The TCJA provided for such communities to be designated as Qualified Opportunity Zones, which are eligible for such tax benefits.~~ These incentives typically have specific sunset provisions and may be subject to governmental discretion in the eligibility or award of the applicable incentives. The expiration of these incentive programs or the inability of potential clients or users to be eligible for or to obtain governmental approval of the incentives, or the inability to remain compliant with such programs, may have an adverse effect on the value of our investment, cash flow and net income, and may result in impairment charges.

Risks Related to the Spirit Merger and Transactions Contemplated by the Merger Agreement

Following the Merger, we may be unable to integrate the operations of Spirit successfully, or realize the anticipated synergies and related benefits of the Merger and the transactions contemplated by the Merger Agreement or do so within the anticipated time frame.

The Merger involves the combination of two companies which operated as independent public companies. We will be required to devote significant management attention and resources to integrating the operations of Spirit. Potential difficulties we may encounter in the integration process include the following:

•the inability to successfully combine Spirit’s operations with ours in a manner that permits the combined company to achieve operating efficiencies (including with the integration of information technology systems), cost savings and efficiencies, revenues, synergies or other benefits either in the time frame anticipated or at all;

•lost revenue and clients as a result of certain clients of either us or Spirit deciding not to do business with the combined company;

•the continued complexities associated with managing a multi-national combined company, integrating certain personnel from the two companies, and the complexities associated with the separation of personnel;

•the complexities of combining two companies with different histories, regulatory restrictions, markets and clients;

•the failure to retain key employees of either of the two companies;

•potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the Merger and the transactions contemplated by the Agreement and Plan of Merger, dated October 29, 2023 (the “Merger Agreement”), by and among the Company, Saints MD Subsidiary, Inc., a Maryland corporation and wholly owned subsidiary of the Company, and Spirit; and

•performance shortfalls at one or both of the two companies as a result of the diversion of management’s attention caused by completing the Merger and integrating Spirit's operations with ours.

In addition, as disclosed, certain legal proceedings were instituted against us, Spirit, and the former Spirit directors and we may see additional legal proceedings instituted in the future. The pendency and outcome of any legal proceedings is uncertain and may result in additional costs, expenses and the diversion of management’s attention

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all of which could have an adverse effect on our business, operating results and price of our common stock or our ability to raise additional capital.

Our historical and unaudited pro forma condensed combined financial statements may not be representative of our results after the Merger and the transactions contemplated by the Merger Agreement.

The Merger and the transactions contemplated by the Merger Agreement were completed in January 2024. Accordingly, our historical financial statements and our operating results for the periods prior to such time do not give effect to those transactions. In addition, the unaudited pro forma condensed combined financial statements related to such transactions that we have previously prepared were created for informational purposes only and do not purport to be indicative of the financial position or results of operations that actually would have occurred had the Merger and the transactions contemplated by the Merger Agreement been completed as of the dates indicated, nor does it purport to be indicative of our future operating results or financial position after the Merger and the transactions contemplated by the Merger Agreement. The unaudited pro forma condensed combined financial statements reflect adjustments, which were based upon preliminary estimates, to allocate the purchase price to Spirit’s assets and liabilities and certain estimates and assumptions regarding the Merger and the transactions contemplated by the Merger Agreement that we and Spirit believe are reasonable under the circumstances. In addition, the unaudited pro forma condensed combined financial statements do not reflect other future events that occur after the Merger and the transactions contemplated by the Merger Agreement, including the costs related to the planned integration of the two companies and any future nonrecurring charges resulting from the Merger and the transactions contemplated by the Merger Agreement, and do not consider potential impacts of current market conditions on revenues or expense efficiencies. As a result, we cannot assure you that our historical and unaudited pro forma condensed combined financial statements will be representative of our results for future periods.

Our common stockholders will be diluted by the Merger.

At the closing of the Merger, we issued approximately 108.0 million additional shares of common stock. Consequently, as a result of this dilution, our common stockholders as of immediately prior to the Merger have less voting control and influence over our management and policies after the effective time of the Merger than they previously exercised over our management and policies.

General Risk Factors

The market value of our capital stock and debt securities could be substantially affected by various factors.

The market value of our capital stock and debt securities will depend on many factors, which may change from time to time and may be outside of our control, including:

•Prevailing interest rates, increases in which may have an adverse effect on the market value of our capital stock and debt securities;

•The market for similar securities issued by other REITs;

•General economic, political and financial market conditions;

•The financial condition, performance and prospects of us, our clients and our competitors;

•Changes in legal and regulatory taxation obligations;

•Litigation and regulatory proceedings;

•Changes in financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry;

•Changes in our credit ratings; ~~and~~

•Actual or anticipated variations in quarterly operating results of us and our ~~competitors.~~competitors; and

•Failure to achieve the perceived benefits of the Merger and the transactions contemplated by the Merger Agreement or if the effect of the Merger and the transactions contemplated by the Merger Agreement on our results of operations or financial condition is not consistent with the expectations of financial or industry analysts.

In addition, over the last several years, prices of common stock and debt securities in the ~~United States,~~U.S., trading markets have ~~been experiencing~~experienced extreme price fluctuations, and the market values of our common stock and debt securities have also fluctuated significantly during this period. As a result of these and other factors, investors who purchase our capital stock and debt securities may experience a decrease, which could be substantial and rapid, in the market value of our capital stock and debt securities, including decreases unrelated to our operating performance or prospects.

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Litigation risks could affect our business.

From time to time, we are involved in legal proceedings, lawsuits, and other ~~claims.~~claims including those that may arise out of mergers and acquisitions, acquisitions, development opportunities, dispositions, joint ventures, and other strategic transactions. An unfavorable resolution of litigation may have a material adverse effect on our business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses and significantly divert the attention of management.

We depend on key personnel.

We depend on the efforts of our executive officers and key employees. The loss of the services of our executive officers and key employees could have a material adverse effect on our results of operations or financial condition and on our ability to pay the principal and interest on our debt securities and other indebtedness and to make distributions to our stockholders. It is possible that we will not be able to recruit additional personnel with equivalent experience in the net lease ~~industry.~~industry or retain employees to the same extent as in the past.

Natural disasters, terrorist attacks, cyber attacks, other acts of violence or war, or other unexpected events may affect the value of our debt and equity securities, the markets in which we operate and our results of operations.

Natural disasters, terrorist attacks, cyber attacks, other acts of violence or war, or other unexpected events (e.g., pandemics or epidemics) may negatively affect our operations, the market price of our capital stock and the value of our debt securities. There can be no assurance that events like these will not occur or have a direct impact on our clients, our business or the ~~United States~~U.S. or world generally.

If events like these were to occur, they could materially interrupt our business operations, cause consumer confidence and spending to decrease or result in increased volatility in the U.S. and worldwide financial markets and economy. They also could result in or prolong an economic recession in the U.S. or abroad. Any of these

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occurrences could have a significant adverse impact on our operating results and revenues and on the market price of our capital stock and on the value of our debt securities. It could also have an adverse effect on our ability to pay principal and interest on our debt securities or other indebtedness and to make distributions to our stockholders.

We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.

We, ~~rely on~~like all businesses, are subject to cyber-attacks and security incidents, which threaten the confidentiality, integrity, and availability of our systems and information resources. Cyber-attacks are malicious cyber activity and a security incident is a successful cyber-attack that has the potential to expose sensitive data, internal systems, or otherwise disrupt business operations. Those attacks and incidents may be due to intentional or unintentional acts by employees, contractors or third-parties, who seek to gain unauthorized access to our or our service providers’ systems to disrupt operations, corrupt data, or steal confidential information through malware, computer viruses, ransomware, social engineering (e.g., phishing attachments to e-mails) or other vectors.

The risk of a cybersecurity breach or operational disruption, particularly through a cyber incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, particularly as remote working has become more common. Our information technology (“IT”) networks and related systems ~~including~~are essential to the ~~Internet,~~operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our clients. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption (such as the implementation of systems and/or vendors that provide constant monitoring of our IT networks and related systems for cyber-attacks and incidents); however, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.

While we maintain some of our own critical IT networks and related systems, we depend on third-parties to provide important software, technologies, tools and a broad array of services and functions, such as payroll, human resources, electronic communications, data storage, and certain finance and treasury functions, among others. In the ordinary course of our business, we collect, process, transmit and store ~~electronic~~sensitive data, within our own systems and utilize those of third-party providers, including intellectual property, our proprietary business information and ~~to manage or support a variety~~that of our clients, suppliers and business ~~processes, including financial transactions and maintenance~~partners, as well as personally identifiable information.

Table of records, which may include personal identifying information. Although we have taken steps to protect the security of the data maintained in our information systems, our security measures may not be able to prevent the systems’ improper functioning, or the theft of intellectual property, personal information, or personal property, such as in the event of cyber-attacks. Any failure to maintain proper function, security and availability of our information systems could interrupt our operations, result in theft of company assets, damage our reputation, subject us to liability claims and could adversely affect our business, financial condition and results of operations.Contents

Our measures to prevent, detect and mitigate these threats may not be successful in preventing a security incident or data breach or limiting the effects of such a breach. This is particularly so because attack methodologies change frequently or are not recognized until launched, and we also may be unable to investigate or remediate incidents because attackers are increasingly using techniques and tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. Our clients, joint venture partners, or other third parties with whom we do business may themselves become subject to cyberattacks or security incidents, over which we may have no control, and which could ~~be negatively affected as a result of actions of activist stockholders and shareholder advisory firms.~~

Campaigns by stockholders to effect changes at publicly traded companies are sometimes led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchaseshave an indirect adverse impact on them, us or ~~sales of assets or the entire company. If we become engaged in a process or proxy contest with an activist stockholder in the future,~~ our business relationship.

The primary risks that could ~~be adversely affected, as such activities could be costly and time-consuming, disrupt our operations and divert~~directly result from the attention of management and our employees from executing our business plan. Additionally, perceived uncertainties as to our future direction as a result of stockholder activism or actual or potential changes to the composition of our Board of Directors or management team may lead to the perceptionoccurrence of a ~~change in the direction of our business, instability~~cyberattack or lack of continuity, which may be exploited by our competitors, cause concern to current or potential sellers of properties, clients and financing sources, and make it more difficult to attract and retain qualified personnel. If potential or existing sellers of properties, clients or financing sources choose to delay, defer or reduce transactions with us or transact with our competitors instead of us because of any such issues, then our results of operations could be adversely affected. Similarly, we may suffersecurity incident include operational interruption, damage to our ~~reputation (for example, regarding~~relationship with our ~~corporate governance or stockholder relations) or brand by way of actions taken or statements made by outside constituents, including activist investors~~clients, reputational damage, and ~~shareholder advisory firms, which~~private data exposure. We could ~~adversely affect the market price of our common stock and preferred stock and the value of our debt securities, resulting in~~be required to expend significant ~~loss of value, which could impact our ability to access capital, increase our cost of~~ capital and ~~decrease~~other resources to address an attack or incident, which may not be covered or fully covered by our ~~ability~~insurance and which may involve payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement, or other services, in addition to ~~acquire properties on attractive terms.~~any remedies or relief that may result from legal proceedings. Our financial results may be negatively impacted by any such attacks and incidents or any resulting negative media attention. Further, while we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events.

~~Current volatility~~Volatility in market and economic conditions may impact the accuracy of the various estimates used in the preparation of our financial statements and footnotes to the financial statements.

Various estimates are used in the preparation of our financial statements, including estimates related to asset and liability valuations (or potential impairments), and ~~various~~ receivables. Often these estimates require the use of market data values ~~that are currently difficult to assess, as well as~~and involve estimates of future performance or receivables collectability ~~that~~all of which can ~~also~~ be difficult to accurately predict. Although management believes it has been prudent and used reasonable judgment in making these estimates, it is possible ~~that~~ actual results may differ from these estimates.

Inherent limitations of internal controls over financial statements, disclosure controls and safeguarding of assets may adversely impact our financial condition and results of operations.

Our internal controls over financial reporting, disclosure controls and procedures and our operating internal controls may not prevent or detect financial misstatements or loss of assets because of inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Effective internal controls can provide only reasonable assurance with respect to financial statement and disclosure accuracy and safeguarding of assets. ~~Any failure of these~~Failures in our internal controls could result in ~~decreased investor confidence~~adverse consequences in ~~the accuracy and completeness of~~ our financial ~~reports~~reporting and ~~disclosures, our REIT qualification being jeopardized,~~operations, including delays, additional costs, impairment in our ability to access capital, adverse impacts to ~~capital, civil litigation~~investor confidence, regulatory review, or ~~investigations by the NYSE, the SEC or other regulatory authorities, which may adversely impact our financial conditionand results of operations.~~litigation.

Our business operations may not generate the cash needed to make distributions on our capital stock or to service our indebtedness.

Our ability to make distributions on our common stock and any outstanding preferred stock and payments on our indebtedness, and to fund planned acquisitions and capital expenditures will depend on our ability to generate cash

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in the future. We cannot make any assurances that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock and any outstanding preferred stock, to pay our indebtedness, or to fund our other liquidity needs.

Disruptions in the financial markets could affect our ability to obtain financing on reasonable terms and have other adverse effects on us, ~~and~~ the market price of our common ~~stock.~~stock, and may make it more difficult or costly for us to raise capital.

Historically, there have been periods where the global equity and credit markets have experienced significant price volatility, dislocations and liquidity disruptions, which have caused market prices of equity and debt securities to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances have materially impacted liquidity in the financial markets, making terms for certain financings less attractive, and in certain cases have resulted in the unavailability of certain types of financing. Uncertainty in the equity and credit markets may negatively impact our ability to access additional financing at reasonable terms, which may adversely affect our ability to make acquisitions. A prolonged downturn in the equity or credit markets may cause us to refinance at higher rates, seek alternative sources of potentially less attractive financing, and may require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for us to buy or sell properties, or may adversely affect the price we purchase or receive for properties, ~~that~~as we ~~do sell, as~~and prospective buyers may

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experience increased costs of financing or difficulties in obtaining financing. These events in the equity and credit markets may make it more difficult or costly for us to raise capital through the issuance of common stock, preferred stock or debt securities. These disruptions in the financial markets also may have a material adverse effect on the market value of our common stock and debt securities, the income we receive from our properties and the lease rates we can charge for our properties, as well as other unknown adverse effects on us or the economy in general.

Inflation (including prolonged inflationary periods) may adversely affect our results of operations, financial condition and ~~results of operations.~~liquidity.

Increased inflation or anticipated inflationary periods, such as the period in which we are currently in, could have a more pronounced negative impact on any variable rate debt we incur in the future and on our results of operations. During times when inflation is greater than increases in rent, as provided for in our leases, rent increases may not keep up with the rate of ~~inflation. Likewise, even~~inflation and other costs (including increases in employment and other fees and expenses). Government regulations may limit the indices we can utilize in lease adjustments thereby limiting our ability to increase rent. Even though net leases reduce our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue, which may adversely affect our clients’ ability to pay rent. ~~In addition, the~~The U.K. ~~government's plan~~government plans to ~~reform~~migrate away from the Retail Price Index ~~(RPI)~~("RPI"), to ~~align with~~alternatives such as the Consumer Price Index ~~(CPIH)~~including owner occupiers' housing costs, that may result in a lower measure of inflation and, in turn, have a negative impact on our lease revenue currently tied to RPI in the U.K.

Inflationary periods may cause us to experience increased costs of financing, making it difficult to incur or refinance debt at attractive rates or at all, and may adversely affect the properties we can acquire if the cost of financing an acquisition is in excess of our anticipated earnings from such property thereby limiting the properties that can be acquired. To the extent periods of high inflation are prolonged, these results may be exacerbated.

Item 1B: Unresolved Staff ~~comments~~Comments

There are no unresolved staff comments.

Item 1C:Cybersecurity

We maintain a cyber risk management program to identify, assess, manage, mitigate, and respond to cybersecurity threats. We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. The program is integrated within our enterprise risk management system and addresses our IT networks and related systems that are essential to the operation of our business.

We maintain controls and procedures, including third-party oversight procedures, and cybersecurity training for all employees on an annual basis, which are designed to ensure prompt escalation of cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management in a timely manner.

We work with third parties that assist us to identify, assess, and manage cybersecurity risks, including professional services firms, consulting firms, threat intelligence service providers, and penetration testing firms.

Our cybersecurity program and designated incident response team are comprised of key employees, and third-party information security experts from leading cybersecurity incident response firms, who are responsible for efficiently and effectively responding to cybersecurity incidents. We have established comprehensive incident response and recovery plans and continue to evaluate the effectiveness of those plans.

Our Cybersecurity Risk Committee, chaired by our Head of IT, and comprised of functional leaders, provides oversight, direction and guidance related to the cybersecurity risk management decisions.

We have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected us, including our operations, business strategy, results of operations, or financial condition. We face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See “Risk Factors – We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.”

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Cybersecurity Governance

The Board of Directors considers cybersecurity risk as part of its risk oversight function, and the Audit Committee of our Board oversees Realty Income's cybersecurity and other information technology risk exposures and the steps taken by management to monitor and control such exposures. Our cybersecurity risk profile and cybersecurity program status are reported to the Audit Committee on a quarterly basis. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity, and the full Board also receives briefings from management on our cybersecurity risk management program, as appropriate.

Our management team, including the Cybersecurity Risk Committee chaired by our Head of IT and comprised of functional leaders across the Company, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team has extensive experience implementing and operating cybersecurity technologies, policies, and procedures throughout various industries and includes a Certified Information Systems Security Professional with ISC2.

Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

Item 2: Properties

Information pertaining to our properties can be found under Item 1.

Item 3: Legal Proceedings

~~We are subject~~ Information regarding legal proceedings is included in note 20, Commitments and Contingencies, to ~~certain claims and lawsuits in~~ the ordinary course of business, the outcome of which cannot be determined at this time. In the opinion of management, any liability we might incur upon the resolution of these claims and lawsuits will not, in the aggregate, have a material adverse effect on our consolidated financial ~~position or results of operations.~~

statements.

Item 4: Mine Safety Disclosures

None.

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PART II

Item 5:Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

A. Our common stock is traded on the NYSE under the ticker symbol “O.” ~~The following table shows the high and low sales prices per share for our common stock as reported by the NYSE, and distributions declared per share of common stock for the periods indicated.~~

Price Per Share
of Common Stock Distributions
High Low
Declared (1)
2020
First Quarter $ 84.92 $ 38.00 $ 0.6980
Second Quarter 65.56 43.41 0.6995
Third Quarter 66.80 56.33 0.7010
Fourth Quarter 65.09 57.09 0.7025
Total $ 2.8010
2019
First Quarter $ 74.14 $ 61.60 $ 0.6770
Second Quarter 73.94 66.21 0.6785
Third Quarter 77.50 67.70 0.6800
Fourth Quarter 82.17 71.45 0.6815
Total $ 2.7170
Holders

~~(1)~~ Common stock cash distributions are declared monthly by us based on financial results for the prior months. At December 31, 2020, a distribution of $0.2345 per common share had been declared and was paid in January 2021.

B. There were approximately ~~9,500~~ 13,800registered holders of record of our common stock as of ~~December~~January 31, ~~2020. We estimate that our total number~~2024. This figure does not reflect the beneficial ownership of ~~stockholders is approximately 735,000 when we include both registered and beneficial holders~~shares of our common stock.

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Repurchases of Equity Securities

During the ~~fourth quarter of 2020,~~three months ended December 31, 2023, the following shares of stock were withheld for state and federal payroll taxes on the vesting of employee stock awards, as permitted under the ~~2012~~Realty Income 2021 Incentive Award Plan, ~~of Realty Income Corporation:~~(the "2021 Plan"):

•~~102 shares of stock, at a weighted average price of $61.73, in October 2020;~~

•~~6,018 shares of stock, at a weighted average price of $64.39, in November 2020; and~~

•~~83 shares of stock, at a weighted average price of $60.40, in December 2020.~~


Period	Total Number of Shares Purchased	Average Price Paid per Share
October 1, 2023 — October 31, 2023	2,242	$	49.06
November 1, 2023 — November 30, 2023	1,283	$	51.92
December 1, 2023 — December 31, 2023	11,735	$	57.22
Total	15,260	$	55.58

Item 6: ~~Selected Financial Data~~Reserved

~~(not covered by Report of Independent Registered Public Accounting Firm)~~

~~(dollars in thousands, except for per share data)~~

The following table sets forth our selected historical consolidated financial information for each of the five years in the period ended December 31, 2020. The statements of income and comprehensive income data, the statements of equity data, the statements of cash flows data and the other data for the years ended December 31, 2020, 2019 and 2018 and the balance sheet data as of December 31, 2020 and 2019 were derived from our audited consolidated financial statements included elsewhere in this Form 10-K. The statements of income and comprehensive income data, the statements of equity data, the statements of cash flows data and the other data for the years ended December 31, 2017 and 2016, and the balance sheet data as of December 31, 2018, 2017 and 2016 were derived from our audited consolidated financial statements that are not included in this Form 10-K.

The selected financial data presented below is not necessarily indicative of results of future operations and should be read in conjunction with our consolidated financial statements and the information included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-K.

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As of or for the Years Ended December 31, 2020 2019 2018 2017 2016
Total assets (book value) $ 20,740,285 $ 18,554,796 $ 15,260,483 $ 14,058,166 $ 13,152,871
Cash and cash equivalents 824,476 54,011 10,387 6,898 9,420
Total debt 8,817,467 7,901,547 6,499,976 6,111,471 5,839,605
Total liabilities 9,722,555 8,750,638 7,139,505 6,667,458 6,365,818
Total equity 11,017,730 9,804,158 8,120,978 7,390,708 6,787,053
Net cash provided by operating activities 1,115,543 1,068,937 940,742 875,850 799,863
Net change in cash, cash equivalents and restricted cash 779,674 49,934 8,929 (3,539) (34,652)
Total revenue 1,651,625 1,491,591 1,327,838 1,215,768 1,103,172
Net income 396,506 437,478 364,598 319,318 316,477
Preferred stock dividends — — — (3,911) (27,080)
Excess of redemption value over carrying value of preferred shares redeemed — — — (13,373) —
Net income available to common stockholders 395,486 436,482 363,614 301,514 288,491
Cash distributions paid to common stockholders 964,167 852,134 761,582 689,294 610,516
Net income per common share:
Basic 1.15 1.38 1.26 1.10 1.13
Diluted 1.14 1.38 1.26 1.10 1.13
Cash distributions paid per common share 2.794000 2.710500 2.630500 2.527000 2.391500
Cash distributions declared per common share 2.801000 2.717000 2.639000 2.537000 2.403000
Basic weighted average number of common shares outstanding 345,280,126 315,837,012 289,427,430 273,465,680 255,066,500
Diluted weighted average number of common shares outstanding 345,415,258 316,159,277 289,923,984 273,936,752 255,624,250

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Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis reflect our financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2022.

GENERAL

Realty Income, The Monthly Dividend Company®, is an S&P 500 company ~~dedicated~~and member of the S&P 500 Dividend Aristocrats® index for having increased its dividend every year for over 25 consecutive years. We invest in people and places to ~~providing stockholders with~~deliver dependable monthly dividends that increase over time. ~~The company is~~We are structured as a ~~real estate investment trust, or~~ REIT requiring itus annually to distribute at least 90% of ~~its~~our taxable income (excluding net capital gains) in the form of dividends to ~~its~~our stockholders. The monthly dividends are supported by the cash flow generated from real estate owned under long-term net lease agreements with our commercial clients.

~~Realty Income was founded in 1969, and listed on the New York Stock Exchange (NYSE: O) in 1994. Over the past~~52years, Realty Income has been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients. We refer to our tenants as clients because we strive to build mutually beneficial relationships and we believe their success is our success. The company is a memberAs of ~~the S&P 500 Dividend Aristocrats~~® ~~index for having increased its dividend every year for over 25 consecutive years.~~

At December 31, ~~2020,~~2023, we owned or held interests in a diversified ~~portfolio:~~

•~~Of 6,592 properties;~~

•~~With an occupancy rate~~portfolio of ~~97.9%, or 6,452~~13,458 properties ~~leased and 140 properties available for lease or sale;~~

•~~Doing business~~located in ~~51 separate industries;~~

•~~Located in 49~~all 50 U.S. states, Puerto Rico, the U.K., France, Germany, Ireland, Italy, Portugal, and ~~the United Kingdom (U.K.);~~

•~~With~~Spain, with approximately ~~110.8~~272.1 million square feet of leasable ~~space;~~

•~~With~~space to clients doing business in 86 separate industries. Of the 13,458 properties in the portfolio at December 31, 2023, 13,197, or 98.1%, are single-client properties, of which 13,007 were leased, and the remaining are multi-client properties. Our total portfolio has a weighted average remaining lease term (excluding rights to extend a lease at the option of our client) of approximately ~~9.0 years; and~~

•~~With an average leasable space per property of approximately 16,810 square feet; approximately 12,340 square feet per retail property and 245,270 square feet per industrial property.~~

~~Of the 6,592 properties in the portfolio at December 31, 2020, 6,555, or 99.4%, are single-client properties, of which 6,419 were leased, and the remaining are multi-client properties.~~

9.8 years.

Unless otherwise specified, references to rental revenue in the Management's ~~Discuss~~Discussion and Analysis of Financial Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes and operating expenses totaling ~~$79.4~~$274.2 million, ~~$69.1~~$184.7 million and ~~$47.0~~$104.9 million for ~~2020, 2019~~the years ended December 31, 2023, 2022 and ~~2018,~~2021, respectively.

RECENT DEVELOPMENTS

Closing of Spirit Realty Capital Merger

On January 23, 2024, we closed on our previously announced merger with Spirit, which is further described in note 21, Subsequent Events, to the consolidated financial statements. The Spirit portfolio consisted of 2,018 U.S. retail, industrial and other properties across 49 states. With assets that are highly complementary to our existing portfolio, this transaction enhances the diversification and depth of our real estate portfolio and will allow us to strengthen our longstanding relationships with existing clients and curate new ones.

Increases in Monthly Dividends to Common Stockholders

We have continued our 55-year history of paying monthly dividends. In addition, ~~references~~we increased the dividend five times during 2023 and onceduring 2024. As of February 2024, we have paid 105 consecutive quarterly dividend increases and increased the dividend 123 times since our listing on the NYSE in 1994.


2023 Dividend increases	Month Declared	Month Paid	Monthly Dividend per share		Increase per share
1st increase	Dec 2022	Jan 2023	$	0.2485	$	0.0005
2nd increase	Feb 2023	Mar 2023	$	0.2545	$	0.0060
3rd increase	Mar 2023	Apr 2023	$	0.2550	$	0.0005
4th increase	Jun 2023	Jul 2023	$	0.2555	$	0.0005
5th increase	Sep 2023	Oct 2023	$	0.2560	$	0.0005

2024 Dividend increase
1st increase	Dec 2023	Jan 2024	$	0.2565	$	0.0005

The dividends paid per share during 2023 totaled $3.051, as compared to ~~reserves recorded~~$2.967 during 2022, an increase of $0.084, or 2.8%.

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The monthly dividend of $0.2565 per share represents a current annualized dividend of $3.0780 per share, and an annualized dividend yield of 5.4% based on the last reported sale price of our common stock on the NYSE of $57.42 on December 31, 2023. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period.

Investments During 2023

During the year ended December 31, 2023, we invested $9.5 billion at an initial weighted average cash yield of 7.1%, including an investment in 1,408 properties, properties under development or expansion, investments in loans and a preferred equity investment.See notes 4, Investments in Real Estate, 5, Investments in Unconsolidated Entities, and 6, Investments in Loans, to the consolidated financial statements for further details.

Equity Capital Raising

We have an At-The-Market ("ATM") program, pursuant to which we may offer and sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE at prevailing market prices or at negotiated prices or by any other methods permitted by applicable law.

During 2023, we raised $5.5 billionof net proceeds from the sale of common stock, at a weighted average price of $59.79 per share, primarily through proceeds from the sale of common stock through our At-the-Market ("ATM") Program. The ATM program issuances during 2023 included91.7 millionshares issued pursuant to forward sale confirmations. As of December 31, 2023, 6.2 million shares of common stock subject to forward sale confirmations have been executed but not settled. See note 11, Issuances of Common Stock, to the consolidated financial statements for further details.

Note Issuances

In January 2024, we issued $450.0 million of 4.750%senior unsecured notes due February 2029 and $800.0 million of5.125%senior unsecured notes due February 2034. In connection with the Merger, we also completed the $2.7 billion exchange in principal of outstanding notes issued by Spirit Realty, L.P. (“Spirit OP”). See note 21, Subsequent Events,to the consolidated financial statements for further details.

In December 2023, we issued £300.0 million of 5.750% senior unsecured notes due December 2031 and £450.0 million of 6.000% senior unsecured notes due December 2039.

In July 2023, we issued €550.0 million of 4.875% senior unsecured notes due July 2030 and €550.0 million of 5.125% senior unsecured notes due July 2034.

In April 2023, we issued $400.0 million of 4.700% senior unsecured notes due December 2028 and $600.0 million of 4.900% senior unsecured notes due July 2033.

In January 2023, we issued $500.0 million of 5.050% senior unsecured notes due January 2026 and $600.0 million of 4.850% senior unsecured notes due March 2030.

See note 10. Notes Payable, to the consolidated financial statements for further details.

Appointment of New Chief Financial Officer and Treasurer ("CFO")

Effective January 1, 2024, Jonathan Pong was appointed Executive Vice President, CFO and Treasurer, replacing Christie Kelly, our former CFO, upon her planned retirement that was announced in June 2023.

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Portfolio Discussion

Leasing Results

At December 31, 2023, we had 193 properties available for lease or sale out of 13,458 properties in our portfolio, which represents a 98.6% occupancy rate based on the number of properties in our portfolio. Our property-level occupancy rates exclude properties with ancillary leases only, such as cell towers and billboards, properties with possession pending, and include properties owned by unconsolidated joint ventures.

Below is a summary of our portfolio activity for the periods indicated below:


Three months ended December 31, 2023
Properties available for lease at September 30, 2023			159
Lease expirations (1)			266
Re-leases to same client			(164)
Re-leases to new client			(26)
Vacant dispositions			(42)
Properties available for lease at December 31, 2023			193


Year ended December 31, 2023
Properties available for lease at December 31, 2022			126
Lease expirations (1)			984
Re-leases to same client			(750)
Re-leases to new client			(51)
Vacant dispositions			(116)
Properties available for lease at December 31, 2023			193

(1)Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods indicated above.

During the three months ended December 31, 2023, the new annualized contractual rent on re-leases was $52.7 million, as compared to the previous annual rent of $50.8 million on the same units, representing a rent recapture rate of 103.6% on the units re-leased, which excludes restructurings associated with the Cineworld bankruptcy. Including Cineworld restructured leases that resulted in lease extensions, the recapture rate was 94.1% for the three months ended December 31, 2023. We re-leased 20 units to new clients without a period of vacancy, and 12 units to new clients after a period of vacancy.

During the year ended December 31, 2023, the new annualized contractual rent on re-leases was $198.1 million, as compared to the previous annual rent of $190.3 million on the same units, representing a rent recapture rate of 104.1% on the units re-leased, which excludes restructurings associated with the Cineworld bankruptcy. Including Cineworld restructured leases that resulted in lease extensions, the recapture rate was 101.1% for the year ended December 31, 2023. We re-leased 27 units to new clients without a period of vacancy, and 39 units to new clients after a period of vacancy.

As part of our re-leasing costs, we pay leasing commissions to unrelated, third-party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients. We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations.

Pan European Sale and Leaseback with Decathlon SE ("Decathlon")

We entered the markets of France, Germany, and Portugal for the first time through sale-leaseback transactions with affiliates of Decathlon, a world leader in retail sporting goods and an investment grade rated company, for €527.0 million, which includes 82 retail properties located in France, Germany, Italy, Portugal, and Spain.

Investments in Unconsolidated Joint Ventures

In October 2023, we completed our previously announced $951.4 million acquisition of common and preferred interests from Blackstone Real Estate Trust, Inc. ("BREIT") in a new joint venture that owns a 95% interest in the real estate of The Bellagio Las Vegas. The investment included $301.4 million of common equity in the joint venture in exchange for an indirect interest of 21.9% in the property and a $650.0 million preferred equity interest in the joint venture with an expected rate of return of 8.1%.

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In November 2023, we established a joint venture with Digital Realty Trust, Inc. ("Digital Realty") to support the development of two build-to-suit data centers in Northern Virginia. We invested approximately $199.8 million to acquire an 80% equity interest in the venture, while Digital Realty maintains a 20% interest. Each partner will fund its pro rata share of the remaining $117.7 million estimated development cost for the first phase of the project, which is slated for completion in mid-2024.

See note 5, Investments in Unconsolidated Entities, to the consolidated financial statements for further details.

Impact of Inflation

Leases generally provide for limited increases in rent as a ~~reduction~~result of ~~rental revenue include amounts reserved~~fixed increases, increases in the consumer price index, or retail price index in the case of certain leases in the U.K. (typically subject to ceilings), or increases in the clients’ sales volumes. We expect that inflation will cause these lease provisions to result in rent increases over time. During times when inflation is greater than increases in rent, as provided for in the ~~current period, as well as unrecognized contractual rental~~leases, rent increases may not keep up with the rate of inflation and other costs.

Moreover, our strategic focus on the use of net lease agreements reduces our exposure to rising property expenses due to inflation because the client is responsible for property expenses. Even though the utilization of net leases reduces our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue, which may adversely affect our clients' ability to pay rent. Additionally, inflationary periods may cause us to experience increased costs of financing, make it difficult to refinance debt at attractive rates or at all, and ~~unrecognized straight-line rental revenue for leases accounted for on a cash basis.~~may adversely affect the properties we can acquire if the cost of financing an acquisition is in excess of our anticipated earnings from such property, thereby limiting the properties that can be acquired.

Impact of Real Estate and Credit Markets

In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, the global capital markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and global capital markets carefully and, if required, will make decisions to adjust our business strategy accordingly.

LIQUIDITY AND CAPITAL RESOURCES

~~Capital Philosophy~~

~~Historically,~~As of December 31, 2023, we ~~have met~~had $4.1 billion of liquidity, which consists of cash and cash equivalents of $232.9 million, including £46.1 million denominated in Sterling and €43.6 million denominated in Euro, unsettled ATM forward equity of $337.8 million, and $3.5 billion of availability under our ~~long-term capital needs by issuing common stock, preferred stock and long-term~~$4.25 billion unsecured ~~notes and bonds. Over the long term, we believe that common stock should be the majority of~~revolving credit facility, after deducting $764.4 million in borrowings under our ~~capital structure; however, we may issue preferred stock or debt securities.~~commercial paper programs. We ~~may issue common stock when we believe that~~use our ~~share price is at~~unsecured revolving credit facility as a ~~level that allows~~liquidity backstop for the ~~proceeds~~repayment of any offering to be accretively invested into additional properties. In addition, we may issue common stock to permanently finance properties that were initially financed by our credit facility, commercial paper program, or debt securities. However, we cannot assure you that we will have access to the ~~capital markets at all times and at terms that are acceptable to us.~~

notes issued under these programs.

Our primary cash obligations, for the current year and subsequent years, are included in the ~~“Table of Obligations,”~~“Material Cash Requirements” table, which is presented later in this section. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common stockholders, primarily through cash provided by operating activities, borrowings onunder our revolving credit facility, short-term term loans, and under our commercial paper ~~program~~programs, and through public securities offerings.

We expect to fund the next twelve months of obligations through a combination of the following:

•Cash and cash equivalents;

•Future cash flows from operations;

•Issuances of common stock or debt; and

•Additional borrowings under our revolving credit facility and our term loan (after deducting outstanding borrowings under our commercial paper programs).

We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity is sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facility and commercial paper programs.

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~~Conservative Capital Structure~~

WeLong-Term Liquidity Requirements

Our goal is to deliver dependable monthly dividends to our stockholders that increase over time. Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, investments in loans, property development, and capital expenditures by issuing common stock, preferred stock, long-term unsecured notes, and term loan borrowings. Over the long term, we believe that common stock should be the majority of our ~~stockholders are best served by a conservative~~ capital structure. ~~Therefore,~~We may issue common stock when we ~~seek~~believe our share price is at a level that allows for the proceeds of an offering to ~~maintain a conservative~~be accretively invested into additional properties or to permanently finance properties that were initially financed by our revolving credit facility, commercial paper programs, or shorter-term debt ~~level on our balance sheet~~securities. However, we cannot assure you that we will have access to the capital markets at all times and ~~solid interest and fixed charge coverage ratios. At~~at terms that are acceptable to us.

Capitalization

As of December 31, ~~2020,~~2023, our total market capitalization was $65.4 billion. Total market capitalization consisted of $43.3 billion of common equity (based on the December 31, 2023 closing price on the NYSE of $57.42 and assuming the conversion of common units of Realty Income, L.P.) and total outstanding borrowings of $22.1 billion on our revolving credit facility, commercial paper, term loans, mortgages payable, senior unsecured notes and bonds, ~~term loan~~ and ~~mortgages payable were $8.85 billion, or approximately 28.2%~~our proportionate share of ~~our~~unconsolidated entities' debt (excluding unamortized deferred financing costs, discounts, and premiums). Our total debt to market capitalization ~~of $31.34 billion.~~

~~We define our total market capitalization~~was 33.8% at December 31, ~~2020 as the sum of:~~

•Shares of our common stock outstanding of 361,303,445, plus total common units outstanding of 463,119, multiplied by the last reported sales price of our common stock on the NYSE of $62.17 per share on December 31, 2020, or $22.49 billion;

•~~Outstanding mortgages payable of $299.6 million, excluding net mortgage premiums of $1.7 million and deferred financing costs of $973,000;~~

•~~Outstanding borrowings of $250.0 million on our term loan, excluding deferred financing costs of $642,000;~~

•Outstanding senior unsecured notes and bonds of $8.30 billion, including Sterling-denominated notes of £715.0 million, and excluding unamortized net original issuance premiums of $14.6 million and deferred financing costs of $49.2 million; and

•~~No borrowings outstanding on our revolving credit facility.~~

2023.

Universal Shelf Registration

~~In November 2018,~~On February 16, 2024, we filed a new shelf registration statement with the SEC, which is effective for a term of three years and will expire in ~~November 2021.~~February 2027. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock, or depositary shares, and (6) any combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

~~At-the-Market (ATM)~~ATM Program

~~Under our "at-the-market" equity distribution plan, or~~As of December 31, 2023, there were approximately 6.2 million shares of unsettled common stock subject to forward sale confirmations through our ATM program, ~~up to 33,402,405~~representing approximately $337.8 million in expected net proceeds, which have been executed at a weighted average price of $54.70 per share (assuming full physical settlement of all outstanding shares of common stock, ~~may be offered~~subject to such forward sale agreements and certain assumptions made with respect to settlement dates). During the year ended December 31, 2023, we settled approximately 91.7 million shares of common stock previously sold ~~(1) by us~~pursuant to orforward sale agreements through ~~a consortium of banks acting as~~ our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE at prevailing market prices or at negotiated prices. During 2020, we issued 17,724,374 shares and raisedATM program for approximately ~~$1.09~~$5.4 billion of ~~gross proceeds under the ATM program. At~~net proceeds. As of December 31, ~~2020,~~2023, we had ~~15,678,031~~ 81.3 millionshares remaining for future issuance under our ~~current~~ ATM program. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.

~~Issuances~~Debt and Financing Activities

At December 31, 2023, our total outstanding borrowings of ~~Common Stock~~

In March 2020, we issued 9,690,500 shares of common stock in an overnight underwritten public offering, including 690,500 shares purchased by the underwriters upon exercise of their option to purchase additional shares. After deducting underwriting discounts and other offering costs of $21.2 million, the net proceeds of $728.9 million were primarily used to repay borrowings under our revolving credit ~~facility.~~

~~In January 2021, we issued 12,075,000 shares~~facility, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $21.5 billion, with a weighted average maturity of ~~common stock in an overnight underwritten public offering, including 1,575,000 shares purchased by~~5.9 years and a weighted average interest rate of 3.9%. As of December 31, 2023, approximately 94% of our total debt was fixed rate debt. See notes 7 through 10 to the ~~underwriters upon exercise of their option to purchase~~consolidated financial statements for additional ~~shares~~. ~~The company used the net proceeds from the offering,~~information about our outstanding debt, along with ~~available cash and additional borrowings, to fund property acquisitions and for general corporate purposes and working capital.~~

~~Dividend Reinvestment and Stock Purchase Plan~~

~~Our Dividend Reinvestment and Stock Purchase Plan, or~~ our DRSPP, provides our common stockholders, as well as new investors, with a convenient and economical method of purchasing our common stock and reinvesting their distributions. Our DRSPP also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26,000,000 common shares to be issued. Our DRSPP includes a waiver approval process, allowing larger investors or institutions, per a formal approval process, to purchase shares at a small discount, if approved by us. We did not issue shares underdebt financing activities during the ~~waiver approval process during 2020. During 2020, we issued 149,289 shares and raised approximately $9.1~~year ended December 31, 2023 below.

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~~million under our DRSPP. At December 31, 2020, we had 11,503,379 shares remaining for future issuance under our DRSPP program.~~

~~Revolving Credit Facility and Commercial Paper Program~~

We have a $3.0 billion unsecured revolving credit facility with an initial term that expires in March 2023 and includes, at our option, two six-month extensions. The multicurrency revolving facility allows us to borrow in up to 14 currencies, including U.S. dollars. Our revolving credit facility has a $1.0 billion expansion option, which is subject to obtaining lender commitments. Under our revolving credit facility, our investment grade credit ratings as of December 31, 2020 provide for financing at the London Interbank Offered Rate, commonly referred to as LIBOR, plus 0.775% with a facility commitment fee of 0.125%, for all-in pricing of 0.90% over LIBOR.

The borrowing rate is subject to an interest rate floor and may change if our investment grade credit ratings change. We also have other interest rate options available to us under our credit facility. Our credit facility is unsecured and, accordingly, we have not pledged any assets as collateral for this obligation.

At December 31, 2020, we had no outstanding borrowings on our revolving credit facility and available borrowing capacity of $3.0 billion. The weighted average interest rate on borrowings under our revolving credit facility during 2020 was 1.5% per annum. We must comply with various financial and other covenants in our credit facility. At December 31, 2020, we were in compliance with these covenants. We expect to use our credit facility to acquire additional properties and for other general corporate purposes. Any additional borrowings will increase our exposure to interest rate risk.

In August 2020, we established a U.S. dollar-denominated unsecured commercial paper program. Under the terms of the program we may, from time to time, issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.0 billion. Borrowings under this program generally mature in one year or less. At December 31, 2020, we had no outstanding commercial paper borrowings. The weighted average interest rate on borrowings under our commercial paper program was 0.3% from inception of the plan through December 31, 2020. We use our $3.0 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper program.

We generally use our credit facility and commercial paper borrowings for the short-term financing of new property acquisitions. Thereafter, we generally seek to refinance those borrowings with the net proceeds of long-term or permanent financing, which may include the issuance of common stock, preferred stock or debt securities. We cannot assure you, however, that we will be able to obtain any such refinancing, or that market conditions prevailing at the time of the refinancing will enable us to issue equity or debt securities at acceptable terms. We regularly review our credit facility and commercial paper program and may seek to extend, renew or replace our credit facility, to the extent we deem appropriate.

~~Term Loans~~

In October 2018, in conjunction with entering into our revolving credit facility, we entered into a $250.0 million senior unsecured term loan, which matures in March 2024, and is governed by the credit agreement that governs our revolving credit facility. Borrowing under this term loan bears interest at the current one-month LIBOR plus 0.85%. In conjunction with this term loan, we also entered into an interest rate swap which effectively fixes our per annum interest on this term loan at 3.89%.

In June 2015, in conjunction with entering into our previous revolving credit facility, we entered into a $250.0 million senior unsecured term loan which matured in June 2020. Borrowing under this term loan bore interest at the current one-month LIBOR, plus 0.90%. In conjunction with this term loan, we also entered into an interest rate swap which effectively fixed our per annum interest rate on this term loan at 2.62%. In June 2020, we repaid the term loan in full upon maturity.

~~Mortgage Debt~~

As of December 31, 2020, we had $299.6 million of mortgages payable, all of which were assumed in connection with our property acquisitions. Additionally, at December 31, 2020, we had net premiums totaling $1.7 million on these mortgages and deferred financing costs of $973,000. We expect to pay off the mortgages payable as soon as prepayment penalties have declined to a level that would make it economically feasible to do so. During 2020, we made $108.8 million of principal payments, including the repayment of nine mortgages in full for $103.4 million.

~~-44-~~

~~Table of~~ ~~Contents~~

~~Notes Outstanding~~

~~Our senior unsecured note and bond obligations consist of the following as of December 31, 2020, sorted by maturity date (dollars in millions):~~


~~3.250% notes, $450 issued in October 2012 and $500 issued in December 2017, both due in October 2022~~ ~~(1)~~	$	~~950~~
~~4.650% notes, issued in July 2013 and due in August 2023~~	~~750~~
~~3.875% notes, issued in June 2014 and due in July 2024~~	~~350~~
~~3.875% notes, issued in April 2018 and due in April 2025~~	~~500~~
~~0.750% notes, issues December 2020 and due in March 2026~~	~~325~~
~~4.125% notes, $250 issued in September 2014 and $400 issued in March 2017, both due in October 2026~~	~~650~~
~~3.000% notes, issued in October 2016 and due in January 2027~~	~~600~~
~~3.650% notes, issued in December 2017 and due in January 2028~~	~~550~~
~~3.250% notes, issued in June 2019 and due in June 2029~~	~~500~~
~~1.625% notes, issued in October 2020 and due December 2030~~ ~~(2)~~	~~547~~
~~3.250% notes, $600 issued in May 2020 and $350 issued in July 2020, both due in January 2031~~	~~950~~
~~1.800% notes, issued in December 2020 and due in March 2033~~	~~400~~
~~2.730% notes, issued in May 2019 and due in May 2034~~ ~~(2)~~	~~431~~
~~5.875% bonds, $100 issued in March 2005 and $150 issued in June 2011, both due in March 2035~~	~~250~~
~~4.650% notes, $300 issued in March 2017 and $250 issued in December 2017, both due in March 2047~~	~~550~~
~~Total principal amount~~	~~8,303~~
~~Unamortized net original issuance premiums and deferred financing costs~~	~~(35)~~
	$	~~8,268~~

~~(1)~~ ~~In January 2021, we completed the early redemption on all $950.0 million in principal amount of our outstanding 3.250% notes due October 2022, plus accrued and unpaid interest.~~

~~(2)~~ Represents the principal balance (in U.S. dollars) of the October 2020 Sterling-denominated note offering and May 2019 Sterling-denominated private placement of £400.0 million and £315.0 million, respectively, converted at the applicable exchange rate on December 31, 2020.

Note Issuances

During the year ended December 31, ~~2020~~2023, we issued the following notes and bonds (in millions):

2020 Issuances Date of
Issuance Maturity date Principal
amount
issued Price of par value Effective yield to
maturity
3.250% notes May 2020 January 2031 $600 98.99 % 3.36%
3.250% notes July 2020 January 2031 $350 108.24 % 2.34%
1.625% notes October 2020 December 2030 £400 99.19 % 1.71%
0.750% notes December 2020 March 2026 $325 99.19 % 0.91%
1.800% notes December 2020 March 2033 $400 98.47 % 1.94%


Note Issuance	Date of Issuance	Maturity Date	Principal amount		Price of par value		Effective yield to maturity
5.050% Notes	January 2023	January 2026	$	500.0	99.618	%	5.189	%
4.850% Notes	January 2023	March 2030	$	600.0	98.813	%	5.047	%
4.700% Notes	April 2023	December 2028	$	400.0	98.949	%	4.912	%
4.900% Notes	April 2023	July 2033	$	600.0	98.020	%	5.148	%
4.875% Notes	July 2023	July 2030	€	550.0	99.421	%	4.975	%
5.125% Notes	July 2023	July 2034	€	550.0	99.506	%	5.185	%
5.750% Notes	December 2023	December 2031	£	300.0	99.298	%	5.862	%
6.000% Notes	December 2023	December 2039	£	450.0	99.250	%	6.075	%

~~The net proceeds~~In January 2024, we issued $450.0 million of $391.3 million from the December 2020 offering of 1.800% notes due 2033 and the net proceeds of $320.3 million from the December 2020 offering of 0.750% notes due 2026 were used, along with available cash and additional borrowings, as necessary to redeem in January 2021 all $950 million aggregate principal amount of our outstanding 3.25% notes due 2022 at the applicable redemption price, plus accrued interest and, to the extent not used for those purposes, to fund investment opportunities and for other general corporate purposes.

4.750%

The net proceeds from the October 2020 Sterling-denominated offering of £400.0 million approximated $508.2 million, as converted at the applicable exchange rate on the closing of the offering, and were used to repay GBP-denominated borrowings outstanding under our $3.0 billion revolving credit facility, to settle an outstanding GBP/USD currency exchange swap arrangement and, to the extent not used for those purposes, to fund investment opportunities and for other general corporate purposes.

The net proceeds of $376.6 million from the July 2020 note offering and the net proceeds of $590.0 million from the May 2020 note offering were used to repay borrowings under our credit facility, to fund potential investment opportunities and for other general corporate purposes.

~~-45-~~

~~Table of~~ ~~Contents~~

All of our outstanding notes and bonds have fixed interest rates and contain various covenants, with which we remained in compliance as of December 31, 2020. Additionally, with the exception of interest on our 1.625% senior unsecured notes due February 2029 and $800.0 million of5.125%senior unsecured notes due February 2034. In connection with the Merger, we also completed the $2.7 billion exchange in principal of outstanding notes issued by Spirit OP.See note 21, Subsequent Events,to the consolidated financial statements for further details.

Term Loans

In January 2023, we entered into a term loan agreement, permitting us to incur multicurrency term loans, up to an aggregate of $1.5 billion in total borrowings. As of December ~~2030,~~31, 2023, we had $1.1 billion in multicurrency borrowings, including $90.0 million, £705.0 million, and €85.0 million in outstanding borrowings. The 2023 term loans mature in January 2025 with one remaining 12-month maturity extension available at our option. In conjunction with our 2023 term loans, we entered into interest rate swaps which ~~is paid annually,~~fix our per annum interest ~~on all~~rate. As of ~~our other senior note and bond obligations is paid semiannually.~~December 31, 2023, the effective interest rate, after giving effect to the interest rate swaps, was 5.0%.

Covenants

The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes and bonds. These calculations, which are not based on accounting principles generally accepted in U.S. GAAP, ~~measurements,~~ are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance. The actual amounts as of December 31, ~~2020~~2023, are:

Note Covenants

Required

Actual

~~Note Covenants~~

~~Required~~

~~Actual~~

Limitation on incurrence of total debt

< 60% of adjusted assets

~~39.6~~39.7

Limitation on incurrence of secured debt

< 40% of adjusted assets

~~1.4~~1.6

Debt service coverage (trailing 12 months)(1)

> ~~1.5 x~~1.5x

~~5.1~~4.7x

Maintenance of total unencumbered assets

> 150% of unsecured debt

~~256.7~~257.9

(1) Our debt service coverage ratio is calculated on a pro forma basis for the preceding four-quarter period on the assumptions that: (i) the incurrence of any debt (as defined in the covenants) incurred by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other ~~Debt~~debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four quarters had in each case occurred on January 1, ~~2020,~~2023 and subject to certain additional adjustments. Such pro forma ratio has been prepared on the basis required by that debt service covenant, reflects various estimates and assumptions and is subject to other uncertainties, and therefore does not purport to reflect what our actual debt service coverage ratio would have been had transactions referred to in clauses (i), (ii) and (iii) of the preceding sentence occurred as of January 1, ~~2020,~~2023, nor does it purport to reflect our debt service coverage ratio for any future period. The following is our calculation of debt service and fixed charge coverage at December 31, ~~2020~~2023 (in thousands, for trailing twelve months):

~~Net income available to common stockholders~~


Net income available to common stockholders	$	872,309
Plus: interest expense, excluding the amortization of deferred financing costs	703,883
Plus: provision for taxes	52,021
Plus: depreciation and amortization	1,895,177
Plus: provisions for impairment	82,208
Plus: pro forma adjustments	360,009
Less: gain on sales of real estate	(25,667)
Income available for debt service, as defined	$	3,939,940
Total pro forma debt service charge	$	837,945
Debt service and fixed charge coverage ratio	4.7x

Table of Contents

~~395,486~~

~~Plus: interest expense, excluding the amortization of deferred financing costs~~

~~299,015~~

~~Plus: loss on extinguishment of debt~~

~~9,819~~

~~Plus: provision for taxes~~

~~14,693~~

~~Plus: depreciation and amortization~~

~~677,038~~

~~Plus: provisions for impairment~~

~~147,232~~

~~Plus: pro forma adjustments~~

~~71,574~~

~~Less: gain on sales of real estate~~

~~(76,232)~~

~~Income available for debt service, as defined~~

~~1,538,625~~

~~Total pro forma debt service charge~~

~~304,552~~

~~Debt service and fixed charge coverage ratio~~

~~5.1~~

~~Cash Reserves~~

We are organized to operate as an equity REIT that acquires and leases properties and distributes to stockholders, in the form of monthly cash distributions, a substantial portion of our net cash flow generated from leases on our properties. We intend to retain an appropriate amount of cash as working capital. At December 31, 2020, we had cash and cash equivalents totaling $824.5 million, inclusive of £32.3 million Sterling.

Credit Agency Ratings

The borrowing interest rates under our revolving credit facility are based upon our ratings assigned by credit rating agencies. As of December 31, ~~2020,~~2023, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook and Standard & Poor’s Ratings Group has assigned a rating of A- with a “stable” outlook. In addition, we were assigned the following ratings on our commercial paper at December 31, ~~2020:~~2023: Moody's Investors Service has assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2.

Based on our credit agency ratings as of December 31, ~~2020,~~2023, interest rates under our credit facility for U.S. borrowings would have been at the ~~facility interest rate was LIBOR,~~SOFR, plus ~~0.775%~~0.725% with a SOFR adjustment charge of 0.10% and a revolving credit facility ~~commitment~~ fee of 0.125%, for all-in drawn pricing of ~~0.90%~~0.95% over ~~LIBOR. Our~~SOFR, for British Pound Sterling borrowings, at the SONIA, plus 0.725% with a SONIA adjustment charge of 0.0326% and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.8826% over SONIA, and for Euro Borrowings at one-month EURIBOR, plus 0.725%, and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.85% over one-month EURIBOR. In addition, our credit facility provides that the interest ~~rate~~rates can range between: (i) ~~LIBOR,~~SOFR/SONIA/EURIBOR, plus ~~1.45%~~1.40% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) ~~LIBOR,~~

~~-46-~~

~~Table of~~ ~~Contents~~

SOFR/SONIA/EURIBOR, plus ~~0.75%~~0.70% if our credit rating is A/A2 or higher. In addition, our credit facility provides for a facility commitment fee based on our credit ratings, which ~~range~~ranges from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher.

We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions. If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities, preferred stock or common stock.

~~Table of Obligations~~Material Cash Requirements

The following table summarizes the maturity of each of our obligations as of December 31, ~~2020~~2023 (dollars in millions):


Year of Maturity		Credit Facility and Commercial Paper Program(1)		Notes and Bonds(2)		Term Loan(3)		Mortgages Payable (4)		Interest (5)		Ground Leases Paid by Realty Income(6)		Ground Leases Paid by Our Clients(7)		Other(8)		Totals
2021		$	—	$	—	$	—	$	44.2	$	302.3	$	1.6	$	13.7	$	106.8	$	468.6
2022		—		950.0		—		111.8		301.6		1.6		13.6		—		1,378.6
2023		—		750.0		—		20.6		266.6		1.6		13.7		—		1,052.5
	Credit Facility and Commercial Paper (1)																			Credit Facility and Commercial Paper (1)	Unsecured Term Loans (2)	Mortgages Payable	Senior Unsecured Notes and Bonds (3)	Interest (4)	Ground Leases Paid by the Company (5)	Ground Leases Paid by Our Clients (6)	Other (7)	Totals
2024	2024	—		350.0		250.0		112.2		223.2		1.6		13.8		—		950.8
2025	2025	—		500.0		—		0.7		192.9		1.4		13.5		—		708.5
2026
2027
2028
Thereafter	Thereafter	—		5,752.4		—		10.1		1,222.4		18.8		55.9		—		7,059.6
Totals	Totals	$	—	$	8,302.4	$	250.0	$	299.6	$	2,509.0	$	26.6	$	124.2	$	106.8	$	11,618.6


Title of ~~each~~Each Class	Trading ~~Symbol~~ Symbol(s)	Name of ~~each exchange on which registered~~Each Exchange On Which Registered
Common Stock, $0.01 Par Value	O	New York Stock Exchange
6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value	O PR	New York Stock Exchange
1.125% Notes due 2027	O27A	New York Stock Exchange
1.875% Notes due 2027	O27B	New York Stock Exchange
1.625% Notes due 2030	O30	New York Stock Exchange
4.875% Notes due 2030	O30A	New York Stock Exchange
5.750% Notes due 2031	O31A	New York Stock Exchange
1.750% Notes due 2033	O33A	New York Stock Exchange
5.125% Notes due 2034	O34	New York Stock Exchange
6.000% Notes due 2039	O39	New York Stock Exchange
2.500% Notes due 2042	O42	New York Stock Exchange


PART I			Page
	Item 1:	Business	2
		~~The Company~~	2
		~~Recent Developments~~	3
		~~Dividend Policy~~	9
		~~Business Philosophy and Strategy~~	10
		~~Property Portfolio Information~~	19
		~~Forward-Looking Statements~~	24
	Item 1A:	Risk Factors	258
	Item 1B:	Unresolved Staff Comments	3922
	Item 1C :	Cybersecurity	22
	Item 2:	Properties	3923
	Item 3:	Legal Proceedings	3923
	Item 4:	Mine Safety Disclosures	3923
PART II
	Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4023
	Item 6:	~~Selected Financial Data~~Reserved	4024
	Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
		~~General~~	42
		~~Liquidity and Capital Resources~~	42
		~~Results of Operations~~	50
		~~Funds from Operations Available to Common Stockholders (FFO)~~	57
		~~Adjusted Funds from Operations Available to Common Stockholders (AFFO)~~	58
		~~Impact of Inflation~~	60
		~~Impact of Newly Adopted Accounting Standards~~	6025
	Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	6044
	Item 8:	Financial Statements and Supplementary Data	6246
	Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9586
	Item 9A:	Controls and Procedures	9586
	Item 9B:	Other Information	9687
	Item 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	87
PART III
	Item 10:	Directors, Executive Officers and Corporate Governance	9787
	Item 11:	Executive Compensation	9787


	Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9787
	Item 13:	Certain Relationships, Related Transactions and Director Independence	9787
	Item 14:	Principal Accounting Fees and Services	9787
PART IV
	Item 15:	Exhibits and Financial Statement Schedules	9788
	Item 16:	Form 10-K Summary	94
SIGNATURES			~~102~~95


	Three Months Ended		Three Months Ended		Year Ended
	September 30, 2020		December 31, 2020		December 31, 2020
Rental revenue reserves	$	15.6	$	8.1	$	23.7
Straight-line rent reserves	1.6		$	0.2	$	1.8
Total rental revenue reserves	$	17.2	$	8.3	$	25.5


	Number of Properties	Leasable Square Feet	Investment ($ in thousands)		Weighted Average Lease Term (Years)	Initial Average Cash Lease Yield (1)
Year ended December 31, 2020 (2)
Acquisitions - U.S. (in 30 states)	202	5,476,009	$	1,302,220	14.9	5.8	%
Acquisitions - U.K. (3)	24	2,120,256	920,934		10.8	6.1	%
Total Acquisitions	226	7,596,265	$	2,223,154	13.2	5.9	%
Properties under Development - U.S.	18	1,601,095	84,127		15.3	5.6	%
Total (4)	244	9,197,360	$	2,307,281	13.2	5.9	%


	Month	Month	Monthly Dividend		Increase
2020 Dividend increases	Declared	Paid	per share		per share
1st increase	Dec 2019	Jan 2020	$	0.2275	$	0.0005
2nd increase	Jan 2020	Feb 2020	$	0.2325	$	0.0050
3rd increase	Mar 2020	Apr 2020	$	0.2330	$	0.0005
4th increase	Jun 2020	Jul 2020	$	0.2335	$	0.0005
5th increase	Sep 2020	Oct 2020	$	0.2340	$	0.0005

2021 Dividend increases
1st increase	Dec 2020	Jan 2021	$	0.2345	$	0.0005


~~Three months ended December 31, 2020~~
~~Properties available for lease at September 30, 2020~~			92
~~Lease expirations~~ ~~(1)~~			~~159~~
~~Re-leases to same client~~ ~~(2)~~			~~(72)~~
~~Re-leases to new client~~ ~~(2)(3)~~			~~(5)~~
~~Vacant dispositions~~			~~(34)~~
~~Properties available for lease at December 31, 2020~~			~~140~~


~~Year ended December 31, 2020~~
~~Properties available for lease at December 31, 2019~~			94
~~Lease expirations~~ ~~(1)~~			~~446~~
~~Re-leases to same client~~ ~~(2)~~			~~(296)~~
~~Re-leases to new client~~ ~~(2)(3)~~			~~(18)~~
~~Vacant dispositions~~			~~(86)~~
~~Properties available for lease at December 31, 2020~~			~~140~~


	Month Ended October 31, 2020	Month Ended November 30, 2020	Month Ended December 31, 2020	Quarter Ended December 31, 2020


Contractual rent collected(1) across total portfolio	93.5%	93.7%	93.6%	93.6%
Contractual rent collected(1) from our top 20 clients(2)	89.8%	90.2%	89.7%	89.9%
Contractual rent collected(1) from our investment grade clients(3)	100.0%	100.0%	100.0%	100.0%


	Percentage of Total Contractual Rent Due By Month(1)			Percentage of Total Contractual Rent Collected By Month(1)
	December 2020	November 2020	October 2020	December 2020	November 2020	October 2020
U.S.
Aerospace	0.6%	0.6%	0.6%	0.6%	0.6%	0.6%
Apparel stores	1.3	1.3	1.3	1.3	1.3	1.3
Automotive collision services	1.1	1.1	1.1	1.1	1.1	1.1
Automotive parts	1.6	1.6	1.6	1.6	1.6	1.6
Automotive service	2.7	2.5	2.5	2.7	2.5	2.5
Automotive tire services	2.0	2.0	2.0	2.0	2.0	2.0
Beverages	2.0	2.0	2.0	2.0	2.0	2.0
Child care	2.1	2.1	2.1	2.1	2.1	2.1
Consumer electronics	0.2	0.3	0.3	0.2	0.3	0.3
Consumer goods	0.5	0.6	0.6	0.5	0.6	0.6
Convenience stores	12.0	12.1	12.1	12.0	12.0	12.0
Crafts and novelties	0.9	0.9	0.9	0.9	0.9	0.9
Diversified industrial	0.8	0.8	0.6	0.8	0.8	0.6
Dollar stores	7.7	7.7	7.7	7.6	7.7	7.7
Drug stores	8.2	8.3	8.4	8.2	8.3	8.4
Education	0.2	0.2	0.2	0.2	0.2	0.2
Electric utilities	0.1	0.1	0.1	0.1	0.1	0.1
Entertainment	0.3	0.3	0.3	0.3	0.3	0.3
Equipment services	0.3	0.3	0.3	0.3	0.3	0.3
Financial services	1.9	1.9	1.9	1.9	1.9	1.9
Food processing	0.7	0.7	0.7	0.7	0.7	0.7
General merchandise	3.2	3.0	3.0	3.2	3.0	3.0
Government services	0.6	0.6	0.7	0.6	0.6	0.7
Grocery stores	4.9	4.9	5.0	4.9	4.9	4.9
Health and beauty	0.2	0.2	0.2	0.2	0.2	0.2
Health and fitness	6.8	6.9	7.0	5.6	6.0	6.1
Health care	1.5	1.6	1.6	1.5	1.5	1.6
Home furnishings	0.7	0.7	0.7	0.7	0.7	0.7
Home improvement	3.1	3.0	3.0	3.1	3.0	3.0
Machinery	0.1	0.1	0.1	0.1	0.1	0.1
Motor vehicle dealerships	1.6	1.6	1.6	1.6	1.6	1.6
Office supplies	0.2	0.2	0.2	0.1	0.1	0.1
Other manufacturing	0.4	0.6	0.6	0.4	0.6	0.6
Packaging	0.9	0.9	0.9	0.9	0.9	0.9
Paper	0.1	0.1	0.1	0.1	0.1	0.1
Pet supplies and services	0.7	0.7	0.7	0.7	0.7	0.7
Restaurants - casual dining	2.9	2.9	2.9	2.7	2.8	2.8
Restaurants - quick service	5.3	5.5	5.6	5.3	5.5	5.6
Shoe stores	0.2	0.2	0.2	0.2	0.2	0.2
Sporting goods	0.7	0.7	0.7	0.7	0.7	0.7
Telecommunications	0.5	0.5	0.5	0.5	0.5	0.5
Theaters	5.6	5.7	5.7	0.8	0.7	0.5
Transportation services	4.0	4.1	4.1	4.0	4.1	4.1
Wholesale clubs	2.5	2.5	2.5	2.5	2.5	2.5
Other	0.1	*	0.2	0.1	*	0.2
Total U.S.	94.0%	94.6%	95.1%	87.6%	88.3%	88.6%
U.K.
Grocery stores	4.8	4.3	3.9	4.8	4.3	3.9
Health care	0.1	0.1	0.1	0.1	0.1	0.1
Home improvement	1.1	1.0	0.9	1.1	1.0	0.9
Theaters	*	*	*	—	—	—
Total U.K.	6.0%	5.4%	4.9%	6.0%	5.4%	4.9%
Totals	100.0%	100.0%	100.0%	93.6%	93.7%	93.5%


	Year Ended December 31,
	2020		2019		% Increase/ (decrease)
Total revenue	$	1,651.6	$	1,491.6	10.7	%
Net income available to common stockholders (1)	$	395.5	$	436.5	(9.4)	%
Net income per share (2)	$	1.14	$	1.38	(17.4)	%
FFO available to common stockholders	$	1,142.1	$	1,039.6	9.9	%
FFO per share (2)	$	3.31	$	3.29	0.6	%
AFFO available to common stockholders	$	1,172.6	$	1,050.0	11.7	%
AFFO per share (2)	$	3.39	$	3.32	2.1	%


~~Age~~	~~% of our Workforce~~
~~Under 30 years old~~	21	%
~~Between 30 and 50 years old~~	57	%
~~Over 50 years old~~	22	%
~~Ethnicity~~
~~Asian~~	13	%
~~Black or African American~~	4	%
~~Hispanic or Latino~~	11	%
~~Caucasian~~	68	%
~~Two or more races~~	4	%
~~In addition, 22% of our Board of Directors identify as women and 44% identify as ethnically diverse.~~


Percentage of Total Portfolio Annualized Contractual Rent by Industry
	As of
	Dec 31, 2020		Dec 31, 2019		Dec 31, 2018		Dec 31, 2017		Dec 31, 2016
U.S.
Aerospace	0.6	%	0.8	%	0.9	%	1.0	%	1.1	%
Apparel stores	1.3		1.1		1.2		1.4		1.7
Automotive collision services	1.1		1.0		0.9		1.0		1.0
Automotive parts	1.6		1.6		1.7		1.5		1.3
Automotive service	2.7		2.6		2.3		2.5		2.0
Automotive tire services	2.0		2.1		2.3		2.5		2.6
Beverages	2.1		2.0		2.4		2.6		2.8
Child care	2.1		2.1		2.2		1.7		1.7
Consumer electronics	0.3		0.3		0.3		0.3		0.3
Consumer goods	0.6		0.6		0.7		0.7		0.9
Convenience stores	11.9		12.3		12.6		9.3		10.0
Crafts and novelties	0.9		0.6		0.6		0.6		0.5
Diversified industrial	0.8		0.7		0.8		0.8		0.9
Dollar stores	7.6		7.9		7.3		7.5		8.0
Drug stores	8.2		8.8		9.4		10.2		10.8
Education	0.2		0.2		0.3		0.3		0.3
Electric utilities	0.1		0.1		0.1		0.1		0.1
Entertainment	0.3		0.3		0.3		0.4		0.4
Equipment services	0.3		0.4		0.4		0.4		0.5
Financial services	1.8		2.0		2.4		2.3		2.6
Food processing	0.7		0.7		0.5		0.6		1.0
General merchandise	3.4		2.5		2.1		2.3		1.9
Government services	0.6		0.7		0.9		0.9		1.0
Grocery stores	4.9		5.2		5.0		5.3		3.5
Health and beauty	0.2		0.2		0.2		*		*
Health and fitness	6.7		7.0		7.1		7.7		7.6
Health care	1.5		1.6		1.6		1.4		1.5
Home furnishings	0.7		0.8		0.8		0.9		0.9
Home improvement	3.1		2.9		2.8		2.9		2.5
Machinery	0.1		0.1		0.1		0.1		0.1
Motor vehicle dealerships	1.6		1.6		1.8		2.0		2.0
Office supplies	0.1		0.2		0.2		0.2		0.3
Other manufacturing	0.4		0.6		0.7		0.8		0.8
Packaging	0.9		0.8		1.0		1.1		0.9
Paper	0.1		0.1		0.1		0.1		0.1
Pet supplies and services	0.7		0.7		0.5		0.6		0.6
Restaurants - casual dining	2.8		3.2		3.3		3.6		3.7
Restaurants - quick service	5.3		5.8		6.3		5.2		4.8
Shoe stores	0.2		0.2		0.5		0.6		0.6
Sporting goods	0.7		0.8		0.9		1.0		1.5
Telecommunications	0.5		0.5		0.6		0.6		0.7
Theaters	5.6		6.1		5.3		5.7		4.6
Transportation services	3.9		4.3		5.0		5.4		5.7
Wholesale clubs	2.4		2.5		2.9		3.1		3.4
Other	0.2		0.7		0.7		0.8		0.8
Total U.S.	93.8	%	97.3	%	100.0	%	100.0	%	100.0	%
U.K.
Grocery stores	4.9		2.7		—		—		—
Health care	0.1		—		—		—		—
Home improvement	1.2		—		—		—		—
Theaters	*		*		—		—		—
Total U.K.	6.2	%	2.7	%	—	%	—	%	—	%
Totals	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%


	Percentage of Total Portfolio Annualized Contractual Rent by Industry (1)
	As of
	Dec 31, 2023	Dec 31, 2022	Dec 31, 2021	Dec 31, 2020	Dec 31, 2019
Grocery	11.4%	10.0%	10.2%	9.8%	7.9%
Convenience Stores	10.2	8.6	9.1	11.9	12.3
Dollar Stores	7.1	7.4	7.5	7.6	7.9
Home Improvement	5.9	5.6	5.1	4.3	2.9
Drug Stores	5.5	5.7	6.6	8.2	8.8
Restaurants-Quick Service	5.2	6.0	6.6	5.3	5.8
Restaurants-Casual	4.4	5.1	5.9	2.8	3.2
Automotive Service	4.3	4.0	3.2	2.7	2.6
Health and Fitness	3.9	4.4	4.7	6.7	7.0
Gaming	3.9	2.9	—	—	—


Property Type	Property Type	Number of Properties	Approximate Leasable Square Feet (1)	Total Portfolio Annualized Contractual Rent as of December 31, 2020		Percentage of Total Portfolio Annualized Contractual Rent		Property Type	Number of Properties	Approximate Leasable Square Feet (1)	Total Portfolio Annualized Contractual Rent			Percentage of Total Portfolio Annualized Contractual Rent
Retail	Retail	6,419	79,227,800	$	1,409,959	84.4	%	Retail	13,053	179,880,600	$	3,304,177	81.8		81.8	%
Industrial	Industrial	115	28,206,300	182,004		10.9
Office		43	3,175,700	51,308		3.1
Agriculture		15	184,500	27,113		1.6
Gaming (2)
Other (3)
Totals	Totals	6,592	110,794,300	$	1,670,384	100.0	%	Totals	13,458	272,083,100	$	4,041,871	100.0		100.0	%


Client	Client	Number of Leases	Percentage of Total Portfolio Annualized Contractual Rent		Client	Number of Leases	Percentage of Total Portfolio Annualized Contractual Rent (1)
Dollar General					Dollar General	1,659	3.8	%
Walgreens	Walgreens	248	5.7	%
Dollar Tree / Family Dollar
7-Eleven	7-Eleven	432	4.8	%
Dollar General		787	4.3	%
EG Group Limited
Wynn Resorts
FedEx	FedEx	41	3.7	%
Dollar Tree / Family Dollar		550	3.3	%
B&Q (Kingfisher)
Asda
Sainsbury's
LA Fitness	LA Fitness	56	3.1	%
Sainsbury's		18	3.0	%
Wal-Mart / Sam's Club		58	2.9	%
Regal Cinemas (Cineworld)		41	2.7	%
BJ's Wholesale Clubs
Lifetime Fitness
MGM (Bellagio)
CVS Pharmacy
Walmart / Sam's Club
Tractor Supply
Tesco
AMC Theaters	AMC Theaters	32	2.7	%
Lifetime Fitness		16	2.4	%
Circle K (Couche-Tard)		277	1.8	%
BJ's Wholesale Clubs		15	1.7	%
Treasury Wine Estates		17	1.6	%
CVS Pharmacy		88	1.5	%
Speedway (Marathon)		161	1.5	%
Kroger		22	1.5	%
Tesco		10	1.4	%
Home Depot		22	1.3	%
GPM Investments / Fas Mart		202	1.3	%
Totals		3,093	52.2	%
Red Lobster
Total					Total	5,332	40.2	%


Location	Location	Number of Properties	Percent Leased		Approximate Leasable Square Feet	Total Portfolio Annualized Contractual Rent as of December 31, 2020		Percentage of Total Portfolio Annualized Contractual Rent		Location	Number of Properties		Percent Leased		Approximate Leasable Square Feet		Percentage of Total Portfolio Annualized Contractual Rent

Alabama
Alabama
Alabama	Alabama	225	95	%	2,127,700	$	30,754	1.8	%	408		98	%	4,438,600		1.7	%
Alaska	Alaska	3	100		274,600	2,148		0.1
Arizona	Arizona	152	99		2,082,200	31,380		1.9
Arkansas	Arkansas	100	97		1,178,800	14,419		0.9
California	California	238	98		7,398,100	147,067		8.8
Colorado	Colorado	98	94		1,575,200	23,500		1.4
Connecticut	Connecticut	18	89		1,274,100	12,907		0.8
Delaware	Delaware	19	100		101,400	3,132		0.2
Florida	Florida	430	98		4,981,400	87,988		5.3
Georgia	Georgia	296	99		4,546,100	59,553		3.6
Hawaii
Idaho	Idaho	14	93		103,200	1,748		0.1
Illinois	Illinois	299	95		7,703,900	96,369		5.8
Indiana	Indiana	200	100		2,556,000	40,333		2.4
Iowa	Iowa	46	91		2,527,800	18,182		1.1
Kansas	Kansas	118	98		2,206,600	24,807		1.5
Kentucky	Kentucky	94	99		1,826,100	22,184		1.3
Louisiana	Louisiana	136	97		1,953,200	25,595		1.5
Maine	Maine	27	100		277,800	5,721		0.3
Maryland	Maryland	38	100		1,494,000	25,743		1.5
Massachusetts	Massachusetts	58	95		881,400	17,082		1.0
Michigan	Michigan	243	100		2,752,200	42,837		2.6
Minnesota	Minnesota	176	99		2,357,400	44,713		2.7
Mississippi	Mississippi	188	95		2,029,800	22,826		1.4
Missouri	Missouri	186	94		2,962,100	39,114		2.3
Montana	Montana	12	100		89,100	2,238		0.1
Nebraska	Nebraska	61	98		862,300	8,846		0.5
Nevada	Nevada	26	96		1,239,300	9,204		0.6
New Hampshire	New Hampshire	14	100		321,500	6,058		0.4
New Jersey	New Jersey	80	99		1,271,000	29,992		1.8
New Mexico	New Mexico	58	100		495,500	8,577		0.5
New York	New York	139	98		3,164,400	69,359		4.2
North Carolina	North Carolina	207	99		3,493,800	51,160		3.1
North Dakota	North Dakota	8	75		126,900	1,321		0.1
Ohio	Ohio	341	98		6,765,000	69,258		4.0


	Years ended December 31,
		2023		2022		Change
Rental (excluding reimbursable)		$	3,683,949	$	3,114,972	$	568,977
Rental (reimbursable)		274,201		184,685		89,516
Other		120,843		44,024		76,819
Total revenue		$	4,078,993	$	3,343,681	$	735,312


Total Portfolio(1)	Total Portfolio(1)											Total Portfolio (1)
		Expiring Leases		Approximate Leasable	Total Portfolio Annualized Contractual Rent as of December 31, 2020		Percentage of Total Portfolio Annualized Contractual Rent
	Expiring Leases													Expiring Leases				Approximate Leasable Square Feet			Total Portfolio Annualized Contractual Rent			Percentage of Total Portfolio Annualized Contractual Rent
Year	Year	Retail	Non-Retail	Square Feet					Total Portfolio Annualized Contractual Rent as of December 31, 2020		Percentage of Total Portfolio Annualized Contractual Rent		Year		Retail											Non-Retail
2021		178	10	1,491,300
2022		372	21	8,339,600	78,637		4.7
2023		545	24	9,751,500	121,418		7.3
2024	2024	418	17	7,768,600	98,186		5.9		2024	474						14	6,370,500		$	79,995		2.0	2.0		%
2025	2025	507	21	7,913,500	122,585		7.3
2026	2026	374	10	6,731,800	89,150		5.3
2027	2027	432	4	6,507,400	88,054		5.3��
2028	2028	590	14	11,789,800	136,826		8.2
2029	2029	541	6	9,277,800	131,580		7.9
2030	2030	227	12	6,856,200	78,966		4.7
2031	2031	253	15	6,799,500	114,831		6.9
2032	2032	304	12	4,898,100	101,673		6.1
2033	2033	288	4	3,894,200	71,124		4.3
2034	2034	304	3	5,239,200	125,685		7.5
2035	2035	258	—	2,181,600	62,335		3.7
2036-2046		765	7	9,158,200	220,502		13.2
2036
2037
2038
2039-2143
Totals	Totals	6,356	180	108,598,300	$	1,670,384	100.0	%	Totals	13,835						427	269,031,000		$	4,041,871		100.0	100.0		%


	Price Per Share of Common Stock				Distributions
	High		Low		Declared (1)
2020
First Quarter	$	84.92	$	38.00	$	0.6980
Second Quarter	65.56		43.41		0.6995
Third Quarter	66.80		56.33		0.7010
Fourth Quarter	65.09		57.09		0.7025
Total					$	2.8010
2019
First Quarter	$	74.14	$	61.60	$	0.6770
Second Quarter	73.94		66.21		0.6785
Third Quarter	77.50		67.70		0.6800
Fourth Quarter	82.17		71.45		0.6815
Total					$	2.7170


2020 Issuances	Date of Issuance	Maturity date	Principal amount issued	Price of par value		Effective yield to maturity
3.250% notes	May 2020	January 2031	$600	98.99	%	3.36%
3.250% notes	July 2020	January 2031	$350	108.24	%	2.34%
1.625% notes	October 2020	December 2030	£400	99.19	%	1.71%
0.750% notes	December 2020	March 2026	$325	99.19	%	0.91%
1.800% notes	December 2020	March 2033	$400	98.47	%	1.94%


	Month	Month	Dividend		Increase
2020 Dividend increases	Declared	Paid	per share		per share
1st increase	Dec 2019	Jan 2020	$	0.2275	$	0.0005
2nd increase	Jan 2020	Feb 2020	$	0.2325	$	0.0050
3rd increase	Mar 2020	Apr 2020	$	0.2330	$	0.0005
4th increase	Jun 2020	Jul 2020	$	0.2335	$	0.0005
5th increase	Sep 2020	Oct 2020	$	0.2340	$	0.0005

2021 Dividend increases
1st increase	Dec 2020	Jan 2021	$	0.2345	$	0.0005


			Year Ended December 31,				Increase/(Decrease)
	Number of Properties	Square Footage	2020		2019		$ Change		% Change
Properties acquired during 2020 & 2019	1,014	22,388,061	$	282,038	$	85,039	$	196,999	231.7	%
Same store rental revenue	5,403	84,641,826	1,237,358		1,259,303		(21,945)		(1.7)	%
Properties sold during 2020 & 2019	221	4,234,228	6,567		22,389		(15,822)		(70.7)	%
Straight-line rent and other non-cash adjustments	N/A	N/A	7,384		15,177		(7,793)		(51.3)	%
Vacant rents, development and other (1)	180	3,916,555	26,824		33,825		(7,001)		(20.7)	%
Totals			$	1,560,171	$	1,415,733	$	144,438	10.2	%


										Increase (Decrease)
	2020			2019			2018			2020 versus 2019		2019 versus 2018
EXPENSES
Depreciation and amortization	$	677,038		$	593,961		$	539,780		$	83,077	$	54,181
Interest	309,336			290,991			266,020			18,345		$	24,971
Property (excluding reimbursable)	25,241			19,500			19,376			5,741		$	124
Property (reimbursable)	79,362			69,085			46,950			10,277		$	22,135
General and administrative (1)	73,215			66,483			84,148			6,732		$	(17,665)
Income taxes	14,693			6,158			5,340			8,535		$	818
Provisions for impairment	147,232			40,186			26,269			107,046		$	13,917
Total expenses	$	1,326,117		$	1,086,364		$	987,883		$	239,753	$	98,481
Total revenue (2)	$	1,572,263		$	1,422,506		$	1,280,888
General and administrative expenses as a percentage of total revenue (1)(2)	4.4		%	4.7		%	5.1		%
Property expenses (excluding reimbursable) as a percentage of total revenue (2)	1.6		%	1.4		%	1.5		%


	Year Ended December 31,						% Increase/(decrease)
	2020		2019		2018		2020 versus 2019		2019 versus 2018
Net income available to common stockholders	$	395.5	$	436.5	$	363.6	(9.4)	%	20.0	%
Net income per share (1)	$	1.14	$	1.38	$	1.26	(17.4)	%	9.5	%


		For the Quarter Ended December 31,
Dollars in thousands		2020		2019		2018
Net income (1)		$	118,150	$	129,553	$	85,303
	Three months ended December 31,												Three months ended December 31,
	2023										2023			2022
Net income
Interest	Interest	78,764		75,073		70,635
Loss on extinguishment of debt
Income taxes	Income taxes	4,500		1,736		1,607
Depreciation and amortization	Depreciation and amortization	175,041		156,594		137,711
Executive severance charge (2)		—		—		18,651
Provisions for impairment	Provisions for impairment	23,790		8,950		1,235
Merger and integration-related costs
Gain on sales of real estate	Gain on sales of real estate	(22,667)		(14,168)		(5,825)
Foreign currency and derivative gains, net		(3,311)		(1,792)		—
Foreign currency and derivative loss (gain), net
Gain on settlement of foreign currency forwards
Proportionate share of adjustments from unconsolidated entities
Quarterly Adjusted EBITDAre	Quarterly Adjusted EBITDAre	$	374,267	$	355,946	$	309,317
Annualized Adjusted EBITDAre (3)		$	1,497,068	$	1,423,784	$	1,237,268
Annualized Adjusted EBITDAre (1)
Annualized Pro Forma Adjustments	Annualized Pro Forma Adjustments	25,910		77,793		11,306
Annualized Pro Forma Adjusted EBITDAre	Annualized Pro Forma Adjusted EBITDAre	$	1,522,978	$	1,501,577	$	1,248,574
Total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts
Proportionate share of unconsolidated entities debt, excluding deferred financing costs
Less: Cash and cash equivalents
Net Debt (2)

Net Debt (4)		$	7,992,991	$	7,847,536	$	6,489,589
Net Debt/Adjusted EBITDAre		5.3		5.5		5.2
Net Debt/Pro forma Adjusted EBITDAre		5.2		5.2		5.2
Net Debt/Annualized Adjusted EBITDAre
Net Debt/Annualized Adjusted EBITDAre
Net Debt/Annualized Adjusted EBITDAre									5.6	x		5.5	x
Net Debt/Annualized Pro Forma Adjusted EBITDAre								Net Debt/Annualized Pro Forma Adjusted EBITDAre	5.5	x		5.3	x


							% Increase
	2020		2019		2018		2020 versus 2019		2019 versus 2018
FFO available to common stockholders	$	1,142.1	$	1,039.6	$	903.3	9.9	%	15.1	%
FFO per share (1)	$	3.31	$	3.29	3.12		0.6	%	5.4	%


Year of maturity	Fixed rate debt		Weighted average rate on fixed rate debt
2021	$	44.2	5.55	%
2022	1,061.8		3.43
2023	770.6		4.64
2024	712.2		3.97
2025	500.7		3.88
Thereafter	5,762.5		3.18
Totals (1)	$	8,852.0	3.45	%
Fair Value (2)	$	9,883.4


Year of Principal Due	Fixed rate debt			Weighted average rate on fixed rate debt		Variable rate debt			Weighted average rate on variable rate debt
2024	$	1,840.5	(1)	4.48	%	$	764.4		4.37	%
2025	1,094.0			4.23	%	—			—
2026	2,669.0		(2)	4.18	%	500.0		(3)	3.05	%
2027	2,050.1			2.66	%	—			—
2028	2,051.1			3.43	%	—			—
Thereafter	10,511.8			3.91	%	—			—
Totals (4)	$	20,216.5		3.84	%	$	1,264.4		3.85	%
Fair Value (5)	$	19,250.2				$	1,264.3


A.			Reports of Independent Registered Public Accounting Firm

B.			Consolidated Balance Sheets, December 31, ~~2020~~202 3 and ~~2019~~202 2

C.			Consolidated Statements of Income and Comprehensive Income, Years ended December 31, ~~2020, 2019~~202 3 , 202 2 , and ~~2018~~202 1

D.			Consolidated Statements of Equity, Years ended December 31, ~~2020, 2019~~202 3 , 202 2 , and ~~2018~~20 21

E.			Consolidated Statements of Cash Flows, Years ended December 31, ~~2020, 2019~~202 3 , 202 2 , and ~~2018~~20 21

F.			Notes to Consolidated Financial Statements

G.			~~Consolidated Quarterly~~ ~~Financial Data (unaudited) for 2020 and 2019~~

H.			Schedule III Real Estate and Accumulated Depreciation


			Schedules not filed: All schedules, other than that indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes.


		2020		2019
	December 31, 2023						December 31, 2023	December 31, 2022
ASSETS	ASSETS
Real estate held for investment, at cost:	Real estate held for investment, at cost:
Real estate held for investment, at cost:
Real estate held for investment, at cost:
Land
Land
Land	Land	$	6,318,926	$	5,684,034
Buildings and improvements	Buildings and improvements	14,696,712		13,833,882
Total real estate held for investment, at cost	Total real estate held for investment, at cost	21,015,638		19,517,916
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(3,549,486)		(3,117,919)
Real estate held for investment, net	Real estate held for investment, net	17,466,152		16,399,997
Real estate and lease intangibles held for sale, net	Real estate and lease intangibles held for sale, net	19,004		96,775
Cash and cash equivalents	Cash and cash equivalents	824,476		54,011
Accounts receivable, net	Accounts receivable, net	285,701		181,969
Lease intangible assets, net	Lease intangible assets, net	1,710,655		1,493,383
Goodwill
Investment in unconsolidated entities
Other assets, net	Other assets, net	434,297		328,661
Total assets	Total assets	$	20,740,285	$	18,554,796

LIABILITIES AND EQUITY	LIABILITIES AND EQUITY
LIABILITIES AND EQUITY
LIABILITIES AND EQUITY
Distributions payable
Distributions payable
Distributions payable	Distributions payable	$	85,691	$	76,728
Accounts payable and accrued expenses	Accounts payable and accrued expenses	241,336		177,039
Lease intangible liabilities, net	Lease intangible liabilities, net	321,198		333,103
Other liabilities	Other liabilities	256,863		262,221
Line of credit payable and commercial paper	Line of credit payable and commercial paper	0		704,335
Term loans, net		249,358		499,044
Term loan, net
Mortgages payable, net	Mortgages payable, net	300,360		410,119
Notes payable, net	Notes payable, net	8,267,749		6,288,049
Total liabilities	Total liabilities	9,722,555		8,750,638
Commitments and contingencies		0		0
Commitments and contingencies (Note 20)						Commitments and contingencies (Note 20)
Stockholders’ equity:	Stockholders’ equity:
Common stock and paid in capital, par value $0.01 per share, 740,200,000 shares authorized, 361,303,445 and 333,619,106 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively		14,700,050		12,873,849
Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 752,460 and 660,300 shares issued and outstanding as of December 31, 2023, and December 31, 2022, respectively
Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 752,460 and 660,300 shares issued and outstanding as of December 31, 2023, and December 31, 2022, respectively
Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 752,460 and 660,300 shares issued and outstanding as of December 31, 2023, and December 31, 2022, respectively
Distributions in excess of net income	Distributions in excess of net income	(3,659,933)		(3,082,291)
Accumulated other comprehensive loss		(54,634)		(17,102)
Accumulated other comprehensive income
Total stockholders’ equity	Total stockholders’ equity	10,985,483		9,774,456
Noncontrolling interests	Noncontrolling interests	32,247		29,702
Total equity	Total equity	11,017,730		9,804,158
Total liabilities and equity	Total liabilities and equity	$	20,740,285	$	18,554,796


	Shares of common stock	Common stock and paid in capital		Distributions in excess of net income		Accumulated other comprehensive loss		Total stockholders’ equity		Noncontrolling interests		Total equity
Balance, December 31, 2017	284,213,685	$	9,624,264	$	(2,252,763)	$	0	$	7,371,501	$	19,207	$	7,390,708
Net income	—	—		363,614		—		363,614		984		364,598
Other comprehensive loss	—	—		—		(8,098)		(8,098)		—		(8,098)
Distributions paid and payable	—	—		(768,506)		—		(768,506)		(1,996)		(770,502)
Share issuances, net of costs	19,304,878	1,119,297		—		—		1,119,297		—		1,119,297
Contributions by noncontrolling interests	—	—		—		—		—		18,848		18,848
Redemption of common units	88,182	2,829		—		—		2,829		(5,581)		(2,752)
Reallocation of equity	—	(774)		—		—		(774)		774		0
Share-based compensation, net	135,345	8,879		—		—		8,879		—		8,879
Balance, December 31, 2018	303,742,090	$	10,754,495	$	(2,657,655)	$	(8,098)	$	8,088,742	$	32,236	$	8,120,978
Net income	—	—		436,482		—		436,482		996		437,478
Other comprehensive loss	—	—		—		(9,004)		(9,004)		—		(9,004)
Distributions paid and payable	—	—		(861,118)		—		(861,118)		(1,296)		(862,414)
Share issuances, net of costs	29,818,978	2,117,983		—		—		2,117,983		—		2,117,983
Contributions by noncontrolling interests	—	—		—		—		—		11,370		11,370
Redemption of common units	0	(6,866)		—		—		(6,866)		(14,257)		(21,123)
Reallocation of equity	—	(653)		—		—		(653)		653		0
Share-based compensation, net	58,038	8,890		—		—		8,890		—		8,890
Balance, December 31, 2019	333,619,106	$	12,873,849	$	(3,082,291)	$	(17,102)	$	9,774,456	$	29,702	$	9,804,158
Net income	—	—		395,486		—		395,486		1,020		396,506
Other comprehensive loss	—	—		—		(37,532)		(37,532)		—		(37,532)
Distributions paid and payable	—	—		(973,128)		—		(973,128)		(1,596)		(974,724)
Share issuances, net of costs	27,564,163	1,817,978		—		—		1,817,978		—		1,817,978
Contributions by noncontrolling interests	—	—		—		—		—		3,168		3,168
Reallocation of equity	—	47		—		—		47		(47)		0
Share-based compensation, net	120,176	8,176		—		—		8,176		—		8,176
Balance, December 31, 2020	361,303,445	$	14,700,050	$	(3,659,933)	$	(54,634)	$	10,985,483	$	32,247	$	11,017,730


	December 31, 2023		December 31, 2022
Net real estate	$	2,866,272	$	920,032
Total assets	$	3,588,720	$	1,082,346
Total liabilities	$	134,366	$	60,127


Buildings			25 ~~years or~~to 35 years
Building improvements			4 to 35 years
Equipment			5 to 25 years
Lease commissions and property improvements to accommodate the client's use			The shorter of the term of the related lease or useful life
Acquired in-place leases			Remaining terms of the respective leases


	As of December 31,
	2023								2022
	U.S.		U.K.		Other (1)		Total		U.S.		U.K.		Other (1)		Total
Long-lived assets	$	36,577.1	$	6,787.1	$	1,496.1	$	44,860.3	$	33,685.6	$	4,596.1	$	582.7	$	38,864.4
Remaining assets							12,919.1								10,808.7
Total assets							$	57,779.4							$	49,673.1


	Year ended December 31, 2021

Total revenues		$	3,084.3
Net income		$	734.6
Basic and diluted earnings per share		$	1.27


A.	Accounts Receivable, net, consist of the following at:	December 31, 2020		December 31, 2019
	Straight-line rent receivables, net	$	174,074	$	147,047
	Client receivables, net	111,627		34,922
		$	285,701	$	181,969


B.	Lease intangible assets, net, consist of the following at:	December 31, 2020		December 31, 2019
	In-place leases	$	1,840,704	$	1,612,153
	Accumulated amortization of in-place leases	(744,375)		(627,676)
	Above-market leases	866,567		710,275
	Accumulated amortization of above-market leases	(252,241)		(201,369)
		$	1,710,655	$	1,493,383