~~Select~~ ~~Financial Results~~

~~The following summarizes our select financial results (dollars in millions, except per share data):~~

Years ended December 31,
2022 2021 % Increase
Total revenue $ 3,343.7 $ 2,080.5 60.7 %
Net income available to common stockholders (1)
$ 869.4 $ 359.5 141.8 %
Net income per share (2)
$ 1.42 $ 0.87 63.2 %
Funds from operations ("FFO") available to common stockholders
$ 2,471.9 $ 1,240.6 99.3 %
FFO per share (2)
$ 4.04 $ 2.99 35.1 %
Normalized funds from operations ("Normalized FFO") available to common stockholders $ 2,485.8 $ 1,408.0 76.5 %
Normalized FFO per share (2)
$ 4.06 $ 3.39 19.8 %
Adjusted funds from operations ("AFFO") available to common stockholders
$ 2,401.4 $ 1,488.8 61.3 %
AFFO per share (2)
$ 3.92 $ 3.59 9.2 %

~~(1)~~ The calculation to determine net income available to common stockholders includes provisions for impairment, gain from the sale of real estate, and foreign currency gain and loss. These items can vary from year to year and can significantly impact net income available to common stockholders and period to period comparisons.

~~(2)~~ ~~All per share amounts are presented on a diluted per common share basis.~~

Our financial results during the year ended December 31, 2022 were impacted by the following transactions: (i) merger and integration-related costs related to our merger with VEREIT of $13.9 million, (ii) other income, net increased $20.6 million, which includes gains on insurance proceeds from recoveries on property losses exceeding our carrying value, and (iii) net reserves to rental revenue of $4.0 million (of which $1.7 million was related to straight-line rent receivables). Our financial results during the year ended December 31, 2021 were impacted by the following transactions: (i) a $97.2 million loss on extinguishment of debt, which primarily includes $46.5 million related to the January 2021 early redemption of the 3.250% notes due October 2022 recorded in the three months ended March 31, 2021 and $46.4 million related to the December 2021 early redemption of the 4.650% notes due August 2023 recorded in the three months ended December 31, 2021, (ii) $167.4 million of merger and integration-related costs related to our merger with VEREIT, and (iii) $14.7 million of reserves to rental revenue (of which $4.5 million was related to straight-line rent receivables).

See our discussion of FFO, Normalized FFO, and AFFO (which are not financial measures under generally accepted accounting principles in the United States, or "U.S. GAAP"), later in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this annual report, which includes a reconciliation of net income available to common stockholders to FFO and Normalized FFO, and AFFO.

~~DIVIDEND POLICY~~Underwriting Strategy

~~Distributions are paid monthly to holders~~To be considered for acquisition, investments must meet stringent underwriting requirements. We analyze investments based on one or more of ~~shares~~the following criteria:

•Industry, client (including credit), and market conditions;

•Expected financial returns under various scenarios (including default);

•The value of ~~our common stock.~~real estate (based on replacement cost, comparative rental rates and alternative uses), or other collateral backing the client’s contractual obligations; and

~~Distributions are paid monthly~~•Store profitability for retail locations if profitability data is available or the importance of the real estate location to the ~~limited partners holding common units~~operations of ~~Realty Income, L.P., each on~~the clients’ business.

With regard to real estate investments, we typically own the land and building in which a ~~per unit basis that is generally equal~~client conducts its business or which are critical to the ~~amount paid per share~~client’s ability to ~~our common stockholders.~~

In order to maintain our status as a REIT for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains), and we are subject to income tax to the extent we distribute less than 100% of our taxable income (including net capital gains). In 2022, our cash distributions to common stockholders totaled $1.81 billion, or approximately 95.3% of our estimated taxable income of$1.90 billion. Certain measures are available to us to reduce or eliminate our tax exposure as a REIT, and accordingly, no provision for federal income taxes, other than our taxable REIT subsidiaries (each, a "TRS"),generate revenue. It has been ~~made. Our estimated taxable income reflects non-cash deductions for~~our experience that clients must retain their profitable and critical locations to survive. Therefore, in the event of reorganization, we believe they are less likely to reject a lease of a profitable or critical location because this would terminate their right to use the property.

Thus, as the property owner, we believe that we should fare better than unsecured creditors of the same client in the event of reorganization. If a property is rejected by our client during reorganization, we own the property and can either lease it to a new client or sell the property. In addition, we believe that the risk of default on real estate leases

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~~depreciation and amortization. Our estimated taxable income is presented to show our compliance with REIT dividend requirements and is not a measure~~can be further mitigated by monitoring the performance of our ~~liquidity~~clients’ individual locations and considering whether to proactively sell locations that meet our criteria for disposition.

We conduct comprehensive reviews of the business segments and industries in which our clients operate. In addition, prior to entering any transaction, our credit research team conducts a review of a client’s credit quality. The information reviewed may include reports and filings, including any public credit ratings, financial statements, debt and equity analyst reports, and reviews of corporate credit spreads, stock prices, market capitalization, and other financial metrics. We conduct due diligence, including financial reviews of the client, monitor our clients’ credit quality on an ongoing basis, and provide summaries of these findings to management.

At December 31, 2023, 39.6% of our total portfolio annualized contractual rent (as defined in "Property Portfolio Information"below) comes from properties leased to our investment grade clients, their subsidiaries or ~~operating performance.~~affiliated companies. At December 31, 2023, our top 20 clients (based on percentage of total portfolio annualized contractual rent) represented 40.2% of our annualized rent and 10 of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment grade companies.

Asset Management Strategy

In addition to pursuing new properties for investment, we seek to increase earnings and dividends through active asset management.

Generally, our asset management efforts seek to achieve:

•Rent increases during and at the expiration of existing leases, when market conditions permit;

•Optimum exposure to certain clients, industries, and markets through re-leasing vacant properties and selectively selling properties;

•Maximum asset-level returns on properties that are renewed, re-leased or sold; and

•Additional value creation opportunities from the existing portfolio by leveraging internal capabilities to enhance individual properties, pursue alternative uses, and derive ancillary revenue.

As part of our ongoing credit and predictive analytics research, we continually monitor our portfolio for any changes that could affect the performance of our clients, our clients’ industries, and the real estate locations in which we have invested. We ~~intend~~also regularly analyze our portfolio with a view towards optimizing its returns and enhancing its overall credit quality. Our active asset management strategy pursues asset sales when we believe the reinvestment of the sale proceeds will:

•Generate higher returns;

•Enhance the credit quality of our real estate portfolio;

•Extend our average remaining lease term; and/or

•Strategically decrease client, industry, or geographic concentration.

The active management of the portfolio is an essential component of our long-term strategy of maintaining high occupancy.

Capital Philosophy

Our goal is to ~~continue to make distributions~~deliver dependable monthly dividends to our stockholders that ~~are sufficient to meet this dividend requirement~~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, 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 ~~will reduce or eliminate~~common stock should be the majority of our ~~exposure to income taxes. Furthermore,~~capital structure. We may issue common stock when we believe our ~~cash~~share price is at a level that allows for the proceeds of an offering to 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 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.

Human Capital

We put great effort into cultivating an inclusive company culture. We seek to hire talented employees with diverse backgrounds and perspectives and look to foster an environment that allows for regular, open communication where capable team members have fulfilling careers and are encouraged to engage with and make a positive impact on ~~hand~~our Company, its operations, its business partners, and ~~funds~~the communities in which we operate.

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Employees operate as "One Team" and, together, we are committed to providing an engaging work environment centered on our values of:

•Do the Right Thing,

•Take Ownership,

•Empower Each Other,

•Celebrate Differences, and

•Give More than We Take.

Recruitment, Development and Retention

At the heart of our corporate culture lie our dedicated employees, who form the foundation of our organization, representing our most valuable assets. As of December 31, 2023, our workforce comprises 418 professionals. The majority of our talented team members are recruited and hired from ~~operations are sufficient~~the communities in which we operate, embodying our commitment to ~~support~~local engagement. To extend the scope of our talent acquisition efforts, we have implemented various initiatives, including college and high school internship programs. Our comprehensive approach encompasses a wide range of strategies, such as engaging with affinity associations, utilizing targeted job advertisements, employing sourcing software that emphasizes diversity criteria, and fostering employee referrals. These measures ensure that we continually attract and embrace a diverse pool of candidates. Furthermore, we recognize that internal mobility within our organization unlocks yet another great source of talent. By encouraging our current ~~level~~employees to expand their skills and take on new challenges, we tap into a rich reservoir of ~~cash distributions~~potential that enhances our workforce's capabilities and reinforces our corporate culture.

Employee retention is essential for supporting a positive culture and productive workforce. Accordingly, we believe we offer competitive compensation and benefits packages. Benefits include medical, dental, and vision coverage for employees and their families, 401(k) or equivalent plans with Company matching opportunity; paid time-off or equivalent vacation; disability and life insurance; and, in years that the Company's performance meets certain goals, the ability to earn equity in the Company subject to applicable vesting periods.

Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Sustainability Report, both of which can be found on our website. Information on our website, including our Sustainability Report, is not incorporated by reference into this Annual Report.

Diversity, Equality and Inclusion (DE&I)

We believe that the diversity of our One Team and our dedication to inclusion are foundational to our ~~stockholders.~~success. We ~~distributed $2.967 per share~~continue DE&I training and learning sessions to ~~stockholders during 2022, representing 75.7%~~build employee awareness and action while also encouraging open discussion amongst colleagues. Our DE&I initiatives are designed to enhance knowledge, deepen understanding, facilitate conversations on critical DE&I topics, encourage inclusive interactions, and cultivate a sense of belonging. In addition, we conduct pay equity analyses to help ensure equitable pay for employees who perform similar work under similar circumstances, regardless of gender, race, or ethnicity.

Employee Health, Safety and Wellbeing

We prioritize the health, safety, and wellbeing of our ~~diluted AFFO per share~~team members. Our wellbeing program is designed to empower employees through a range of ~~$3.92.~~activities and educational initiatives that contribute to both their personal and professional development. In fostering a healthy work environment, we promote work-life balance by offering flexible schedules and providing discounted fitness programs, paid family leave, parental leave, onsite lactation rooms, an infant-at-work program, employee health fairs, and an employee assistance program, among other programs and services.

~~Future distributions will~~Government Regulation

General

Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be atmaterial. We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property and the ~~discretion~~Americans with Disabilities Act of 1990, or ADA. We believe that our properties generally have the necessary permits and approvals needed and are in compliance with applicable laws and regulations.

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Environmental Matters

Investments in real property can create a potential for environmental liability. Federal, state and local environmental laws and regulations regulate releases of hazardous or toxic substances into the environment. While our tenants are generally primarily responsible for compliance with environmental laws and regulations, we as owner of property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. We can face such liability regardless of our Board of Directors and will depend on, among other things, our results of operations, FFO, Normalized FFO, AFFO, cash flow from operations, financial condition, capital requirements, the annual distribution requirements under the REIT provisionsknowledge of the ~~Internal Revenue Code~~contamination; the timing of ~~1986, as amended,~~the contamination; the cause of the contamination; or the ~~Code,~~party responsible for the contamination of the property. We have no knowledge of any hazardous substances existing on our ~~debt service requirements,~~properties in violation of any applicable laws; however, no assurance can be given that such substances are not currently located on any of our properties.

Some of our properties contain, have contained, or are adjacent to or near properties that contain or have contained storage tanks for petroleum products or that involve or involved the use of hazardous or toxic substances. Under certain laws and ~~any~~regulations, a current or previous owner, operator or tenant may be required to investigate and clean-up hazardous or toxic substances or petroleum product releases or threats of releases, and may be held liable to a government entity or third parties for property damage and for investigation, clean-up and monitoring costs incurred by those parties in connection with actual or threatened contamination. These laws typically impose clean-up responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the contamination. The liability may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may seek contributions from other ~~factors the Board of Directors may deem relevant.~~identified, solvent, responsible parties for their fair share toward these costs. In addition, ~~our credit facility contains financial covenants~~strict environmental laws regulate a variety of activities that can occur on a property, including the storage of petroleum products or other hazardous or toxic substances, air emissions and water discharges. Such laws may impose fines or penalties for violations.

Environmental laws also govern asbestos-containing materials (“ACM”). Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations, and we could ~~limit~~be subject to lawsuits if personal injury from exposure to ACM occurs. Federal, state and local laws and regulations also govern the ~~amount~~removal, encapsulation, disturbance, handling and/or disposal of ~~distributions payable by us~~ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a ~~default,~~building. These laws may impose liability for improper handling or a release into the environment of ACM and ~~which prohibit~~may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM. In addition, our properties may contain or develop harmful mold or other airborne contaminants. The presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation to contain or remove the ~~payment~~mold or other airborne contaminants from the affected property or increase indoor ventilation. Further, the presence of ~~distributions~~significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs.

Americans with Disabilities Act of 1990

Our properties are generally required to comply with 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, as well as a number of additional federal, state and local laws and regulations, may require modifications to properties we currently own and any properties we purchase, or may restrict renovations of those properties. Noncompliance with these laws or regulations could result in fines or an award of damages to private litigants, as well as the incurrence of costs to make modifications to attain compliance. Although our tenants are generally responsible for compliance with the ADA and other similar laws or regulations, we could be held liable as the owner of the property for a failure of one of our tenants to comply with such laws or regulations. As of December 31, 2023, we have not received notice from any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our ~~common stock in the event that~~business, financial position or results of operations.

Available Information

We maintain a corporate website at www.realtyincome.com. On our website we ~~fail to pay when due (subject to any applicable grace period) any principal or interest on borrowings under our credit facility.~~

~~Distributions~~make available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, Form 3s, Form 4s, Form 5s, current reports on Form 8-K, and ~~accumulated earnings~~amendments to those reports, as soon as reasonably practicable after we electronically file these reports with the Securities and profits for federal income tax purposes generally will be taxable to stockholders as ordinary income, except to the extent that we recognize capital gains and declare a capital gains dividend, or that such amounts constitute “qualified dividend income” subject to a reduced rate of tax. The maximum tax rate of non-corporate taxpayers for “qualified dividend income” is generally 20%Exchange Commission (the "SEC"). In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding requirements have been met with respect to the REIT’s stock and the REIT’s dividends are attributable to dividends received from certain taxable corporations (such as our TRSs) or to income that was subject to tax at the corporate or REIT level (for example, if we distribute taxable income that we retained and paid tax on in the prior taxable year). However, non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017 and before January 1, 2026.

Distributions in excess of earnings and profits generally will first be treated as a non-taxable reduction in the stockholders’ basis in their stock, but not below zero. Distributions in excess of that basis generally will be taxable as a capital gain to stockholders who hold their shares as a capital asset. None of the ~~distributions to~~information on our ~~common stockholders, made or~~website is deemed to ~~have been made~~be part of this report.

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PROPERTY PORTFOLIO INFORMATION

At December 31, 2023, out of the 13,458 properties that we owned or held interests in, ~~2022,~~13,265 properties were ~~classified as a return of capital for federal income tax purposes.~~

~~BUSINESS PHILOSOPHY AND STRATEGY~~

~~We believe that actively managing a diversified portfolio of commercial properties~~vastly leased under ~~long-term,~~ net lease ~~agreements produces consistent and predictable income.~~agreements. A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance. In addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the ~~clients’~~clients' gross sales above a specified level.

We define total portfolio annualized contractual rent as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables, as of the balance sheet date, multiplied by 12, excluding percentage rent, interest income on loans and preferred equity investments, and including our pro rata share of such revenues from properties owned by unconsolidated joint ventures. We believe total portfolio annualized contractual rent is a useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter. Total portfolio annualized contractual rent has not been reduced to reflect reserves recorded as adjustments to generally accepted accounting principles in the United States, ("U.S. GAAP") rental revenue in the periods presented.

Top 10 Industry Concentrations

We are engaged in a single business activity, which is the leasing of property to clients, generally on a net basis. That business activity spans various geographic boundaries and includes property types and clients engaged in various industries. Even though we have a single segment, we believe our investors continue to view diversification as a key component of our investment philosophy and so we believe it remains important to present certain information regarding our property portfolio classified according to the business of the respective clients, expressed as a percentage of our total portfolio annualized contractual rent:


	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	—	—	—

(1) The presentation of Top 10 Industry Concentrations combines total portfolio contractual rent from the U.S. and Europe. Europe consists of properties in the U.K., starting in May 2019, in Spain, starting in September 2021, in Italy, starting in October 2022, in Ireland, starting in June 2023, and in France, Germany, and Portugal, starting in December 2023.

Property Type Composition

The following table sets forth certain property type information regarding our property portfolio as of December 31, 2023 (dollars in thousands):


Property Type	Number of Properties	Approximate Leasable Square Feet (1)	Total Portfolio Annualized Contractual Rent		Percentage of Total Portfolio Annualized Contractual Rent
Retail	13,053	179,880,600	$	3,304,177	81.8	%
Industrial	365	84,737,900	514,306		12.7
Gaming (2)	2	5,053,400	157,945		3.9
Other (3)	38	2,411,200	65,443		1.6
Totals	13,458	272,083,100	$	4,041,871	100.0	%

(1)Excludes 2,962 acres of leased land categorized as agriculture at December 31, 2023.

(2)Includes our pro rata share of leasable square feet of properties owned by unconsolidated joint ventures.

(3)"Other" includes 27 properties classified as agriculture, consisting of approximately 0.3 million leasable square feet and $38.0 million in annualized contractual rent and 10 properties classified as office, consisting of approximately 2.1 million leasable square feet and $27.4 million in annualized contractual rent, as well as one land parcel under development.

Client Diversification

The following table sets forth the 20 largest clients in our property portfolio, expressed as a percentage of total portfolio annualized contractual rent, which does not give effect to deferred rent, at December 31, 2023:


Client	Number of Leases	Percentage of Total Portfolio Annualized Contractual Rent (1)
Dollar General	1,659	3.8	%
Walgreens	369	3.8
Dollar Tree / Family Dollar	1,229	3.3
7-Eleven	634	3.0
EG Group Limited	415	2.5
Wynn Resorts	1	2.5
FedEx	77	2.2
B&Q (Kingfisher)	50	1.9
Asda	37	1.9
Sainsbury's	35	1.8
LA Fitness	68	1.6
BJ's Wholesale Clubs	33	1.5
Lifetime Fitness	23	1.5
MGM (Bellagio)	1	1.4
CVS Pharmacy	191	1.4
Walmart / Sam's Club	67	1.4
Tractor Supply	186	1.3
Tesco	22	1.3
AMC Theaters	35	1.2
Red Lobster	200	1.2
Total	5,332	40.2	%

(1)Amounts for each client are calculated independently; therefore, the individual percentages may not sum to the total. Excludes non-rental contractual income on loans and preferred equity investments.

Lease Expirations

The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio (excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized contractual rent as of December 31, 2023 (dollars in thousands):


	Total Portfolio (1)
	Expiring Leases		Approximate Leasable Square Feet	Total Portfolio Annualized Contractual Rent		Percentage of Total Portfolio Annualized Contractual Rent
Year	Retail	Non-Retail
2024	474	14	6,370,500	$	79,995	2.0	%
2025	923	33	13,637,900	206,416		5.1
2026	857	33	16,009,800	196,878		4.9
2027	1,422	37	22,307,900	290,171		7.2
2028	1,687	55	32,588,600	399,179		9.9
2029	1,270	36	26,622,100	325,645		8.1
2030	593	23	16,570,500	193,642		4.8
2031	556	40	23,481,400	267,873		6.6
2032	974	34	18,223,300	260,477		6.3
2033	772	19	18,140,100	224,888		5.6
2034	622	9	11,805,300	231,472		5.7
2035	441	4	5,857,200	118,280		2.9
2036	440	8	7,968,500	145,275		3.6
2037	521	9	8,826,600	137,739		3.4
2038	323	14	10,111,700	112,376		2.8
2039-2143	1,960	59	30,509,600	851,565		21.1
Totals	13,835	427	269,031,000	$	4,041,871	100.0	%

(1)Leases on our multi-client properties are counted separately in the table above. This table excludes 270 vacant units.

Geographic Diversification

The following table sets forth certain geographic information regarding our property portfolio as of December 31, 2023 (dollars in thousands):


Location	Number of Properties	Percent Leased		Approximate Leasable Square Feet	Percentage of Total Portfolio Annualized Contractual Rent

Alabama	408	98	%	4,438,600	1.7	%
Alaska	7	100		304,100	0.1
Arizona	255	99		4,011,100	1.8
Arkansas	266	99		2,851,200	1.0
California	352	99		12,448,900	5.2
Colorado	170	98		2,707,600	1.3
Connecticut	52	98		1,754,700	0.6
Delaware	24	100		141,100	0.1
Florida	891	99		10,597,400	5.0
Georgia	576	98		9,194,300	3.3
Hawaii	22	100		47,800	0.2
Idaho	28	96		189,100	0.1
Illinois	559	97		13,332,200	4.8
Indiana	432	98		8,255,200	2.4
Iowa	114	99		3,529,200	0.8
Kansas	198	97		4,716,700	1.0
Kentucky	378	99		6,356,500	1.5
Louisiana	357	100		5,332,700	1.9
Maine	85	99		1,208,700	0.6
Maryland	79	97		3,070,300	1.1
Massachusetts	207	100		6,664,300	4.4
Michigan	476	99		5,923,200	2.4
Minnesota	261	99		4,340,300	1.7
Mississippi	310	98		4,582,500	1.2
Missouri	396	98		5,495,500	1.8
Montana	25	100		227,800	0.1
Nebraska	81	99		1,131,600	0.3
Nevada	75	99		4,622,400	2.3
New Hampshire	54	94		667,300	0.4
New Jersey	146	96		2,277,000	1.4
New Mexico	111	100		1,354,200	0.6
New York	339	98		4,973,000	3.0
North Carolina	421	99		8,404,400	2.7
North Dakota	21	95		427,800	0.1
Ohio	714	99		16,015,900	3.8
Oklahoma	342	100		4,479,700	1.5
Oregon	43	100		660,900	0.3
Pennsylvania	343	97		6,232,000	2.2
Rhode Island	31	100		214,600	0.2
South Carolina	328	99		5,211,100	1.8
South Dakota	36	100		504,700	0.2
Tennessee	461	97		7,355,400	2.3
Texas	1,607	99		27,773,500	9.6
Utah	39	100		1,585,500	0.4
Vermont	18	100		173,500	0.1
Virginia	368	99		7,378,500	2.2
Washington	82	98		1,863,600	0.8
West Virginia	93	100		879,600	0.4
Wisconsin	297	100		6,693,400	1.9
Wyoming	23	100		157,700	0.1
Puerto Rico	6	100		59,400	*
France	28	100		1,475,900	0.4
Germany	4	100		189,900	0.1
Ireland	4	100		311,500	0.1
Italy	30	100		2,592,700	0.7
Portugal	4	100		142,300	*
Spain	90	100		6,772,600	1.4
United Kingdom	291	100		27,780,500	12.6
Totals/average	13,458	100	%	272,083,100	100.0	%
•*Less than 0.1%

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the documents incorporated by reference, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this annual report, the words “estimated,” “anticipated,” “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plans,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of our business and portfolio; growth strategies and intentions to acquire or dispose of properties (including timing, partners, clients and terms); re-leases, re-development and speculative development of properties and expenditures related thereto; future operations and results; the announcement of operating results, strategy, plans, and the intentions of management; and trends in our business, including trends in the market for long-term leases of freestanding, single-client properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about Realty Income Corporation which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding); continued volatility and uncertainty in the credit markets and broader financial markets; other risks inherent in the real estate business including our clients' solvency, client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters; impairments in the value of our real estate assets; changes in domestic and foreign income tax laws and rates; property ownership through joint ventures, partnerships and other arrangements which may limit control of the underlying investments; epidemics or pandemics including measures taken to limit their spread, the impacts on us, our business, our clients, and the economy generally; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; and the anticipated benefits from mergers and acquisitions including from the merger with Spirit (the "Merger").

Additional factors that may cause risks and uncertainties include those discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this annual report on Form 10-K, for the year ended December 31, 2023.

Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future plans and performance and speak only as of the date this annual report was filed with the SEC. Actual plans and operating results may differ materially from what is expressed or forecasted in this annual report and forecasts made in the forward-looking statements discussed in this annual report might not materialize. We do not undertake any obligation to update forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

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Item 1A:Risk Factors

This “Risk Factors” section contains references to our “capital stock” and to our “stockholders.” Unless expressly stated otherwise, the references to our “capital stock” represent our common stock and any class or series ofpreferred stock which may be outstanding from time to time, while the references to our “stockholders” represent holders of our common stock and any class or series of preferred stock which may be outstanding from time to time.

Risks Related to Our Business and Industry

In order to grow we need to continue to acquire investment properties. The acquisition of investment properties may be subject to competitive pressures.

We face competition in the acquisition and operation of our properties. We expect competition from businesses, individuals, fiduciary accounts and plans, and other entities engaged in real estate investment and financing. This competition may result in a higher cost for properties we wish to purchase.

Negative market conditions or adverse events affecting our existing or potential clients, or the industries in which they operate, could have an adverse impact on our ability to attract new clients, re-lease space, collect rent or renew leases, which could adversely affect our cash flow from operations and inhibit growth.

Cash flow from operations depends in part on our ability to lease space to our clients on economically favorable terms and to collect rent from our clients on a timely basis. We could be adversely affected by various facts and events over which we have limited or no control, such as:

•Lack of demand in areas where our properties are located;

•Inability to retain existing clients and attract new clients;

•Oversupply of space and changes in market rental rates;

•Declines in our clients’ creditworthiness and ability to pay rent, which may be affected by their operations (including as a result from changes in consumer behaviors or preferences impacting our clients operations), economic downturns and competition within their industries from other operators;

•Defaults by and bankruptcies of clients, failure of clients to pay rent on a timely basis, or failure of our clients to comply with their contractual obligations;

•Changes in laws, rules or regulations that negatively impact clients or our properties;

•Epidemics, pandemics or outbreaks of illness, disease or virus that affect countries or regions in which our clients and their parent companies operate or in which our properties or corporate headquarters are located;

•Changes in consumer behaviors (e.g., decrease in discretionary consumer spending), preferences or demographics impacting our clients' operations;

•Supply chain disruptions;

•Economic or physical decline of the areas where the properties are located; and

•Deterioration of physical condition of our properties.

If our clients do not renew their leases as they expire, we may not be able to rent or sell the properties. Leases that are renewed, and some new leases for properties that are re-leased, may have terms that are less economically favorable than expiring lease terms, or may require us to incur significant costs, such as renovations, improvements on behalf of the client or lease transaction costs. Negative market conditions may cause us to sell vacant properties for less than their carrying value, which could result in impairments. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to our stockholders and service our indebtedness. A significant portion of the costs of owning property, such as real estate taxes, insurance and maintenance, are not necessarily reduced when circumstances cause a decrease in rental revenue from the properties. In a weakened financial condition, our clients may not be able to pay these costs of ownership and we may be unable to recover these operating expenses from them.

At any time, any of our clients may experience a downturn in its business that may weaken its operating results or overall financial condition. As a result, a client may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, become insolvent or declare bankruptcy. Any client bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in the termination of our client’s lease and material losses to us. Further, the occurrence of a client bankruptcy or insolvency could diminish or eliminate the income we receive from our client’s lease or leases. A bankruptcy court might authorize a client to terminate one or more of its leases with us. If that happens, our claim against the bankrupt client for unpaid future

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rent would be subject to statutory limitations that most likely would result in rent payments that would be substantially less than the remaining rent we are owed under the leases (it is also possible that we may not receive any unpaid future rent under terminated leases) or we may elect not to pursue claims against a client for terminated leases. Claims we have for unpaid past rent, if any, may not be paid in full, or at all. Client bankruptcies within a given property may also adversely impact our ability to re-release that property at favorable terms, or at all. Moreover, in the case of a client’s leases that are not terminated as the result of its bankruptcy, we may be required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts we receive under those leases. As a result, client bankruptcies may have a material adverse effect on our results of operations and financial condition. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to stockholders and service our indebtedness.

Downturns in any of our industries could adversely affect our clients (including, for example, the recent challenges faced by our clients in the theater industry), which in turn could also have a material adverse effect on our financial position, results of operations and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions on our common stock and any outstanding preferred stock. In addition, some of our properties are leased to clients that may have limited financial and other resources and, therefore, they are more likely to be adversely affected by a downturn in their respective businesses, including any downturns that have resulted or may result from the COVID-19 pandemic or other epidemics or pandemics, or in the regional, national or international economy. Furthermore, we have made and may continue to make selected acquisitions of properties that fall outside our historical focus on freestanding, single-client, net-lease retail locations in the U.S. As a result, we may be exposed to a variety of new risks by expanding into new property types and/or new jurisdictions outside the U.S. and properties leased to clients engaged in non-retail businesses. These risks may include limited experience in managing certain types of new properties, new types of real estate locations and lease structures, and the laws and culture of non-U.S. jurisdictions.

As a property owner, we may be subject to unknown environmental liabilities.

Investments in real property can create a potential for environmental liability. An owner of property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. We can face such liability regardless of our knowledge of the contamination; the timing of the contamination; the cause of the contamination; or the party responsible for the contamination of the property.

There may be environmental conditions associated with our properties of which we are unaware. A number of our properties are leased to operators of convenience stores that sell petroleum-based fuels, to operators of oil change and tune-up facilities, and operators that use chemicals and other waste products. These facilities and some other of our properties, use, or may have used in the past, underground lifts or storage tanks for the storage of petroleum-based or waste products, which could create a potential for the release of hazardous substances. Certain of our other properties, particularly those leased for industrial-type purposes, may also involve operations or activities that could give rise to environmental liabilities.

The presence of hazardous substances on a property may adversely affect our client's ability to continue to operate that property or our ability to lease or sell that property and we may incur substantial remediation costs or third-party liability claims. Although our leases generally require our clients to operate in compliance with all applicable federal, state, and local environmental laws, ordinances and regulations, and to indemnify us against any environmental liabilities arising from the clients’ activities on the properties, we could nevertheless be subject to liability, including strict liability, by virtue of our ownership interest. There also can be no assurance that our clients could or would satisfy their indemnification obligations under their leases. The discovery of environmental liabilities attached to our properties could have an adverse effect on our results of operations, our financial condition, or our ability to make distributions to stockholders and to pay the principal of and interest on our debt securities and other indebtedness.

Some of our properties were built during the period when asbestos was commonly used in building construction and we may acquire other buildings that contain asbestos in the future. Environmental laws govern the presence, maintenance, and removal of asbestos-containing materials, or ACMs, and require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, that they adequately inform or train those who may come into contact with asbestos and that they undertake special precautions, including removal or other abatement in the event that asbestos is disturbed during renovation or demolition of a building. These laws may impose fines and penalties on building owners or operators for failure to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.

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While we have not been notified by any governmental authority, and are not otherwise aware, of any material noncompliance, liability or claim relating to environmental contamination, if environmental contamination should exist on any of our properties, we could be subject to liability, including strict liability, by virtue of our ownership interest. In addition, while we maintain environmental insurance policies, it is possible that our insurance could be insufficient to address any particular environmental situation and/or that, in the future, we could be unable to obtain insurance for environmental matters at a reasonable cost, or at all. Our clients are generally responsible for, and indemnify us against, liabilities for environmental matters that arise during the lease terms as a result of clients’ activities on the properties. However, it is possible that one or more of our clients could fail to have sufficient funds to cover any such indemnification or to meet applicable state financial assurance obligations or such environmental contamination may predate our client's lease term, and thus we may still be obligated to pay for any such environmental liabilities.

If we fail to qualify as a REIT, it could adversely impact us, and the amount of dividends we are able to pay would decrease, which could adversely affect the market price of our capital stock and could adversely affect the value of our debt securities.

We believe that, commencing with our taxable year ended December 31, 1994, we have been organized and have operated, and we intend to continue to operate, so as to qualify as a ~~portfolio~~REIT under Sections 856 through 860 of the Code. However, we cannot make any assurances that we have been organized or have operated in a manner that has satisfied the requirements for qualification as a REIT, or that we will continue to be organized or operate in a manner that will allow us to continue to qualify as a REIT. Qualification as a REIT involves the satisfaction of numerous requirements under highly technical and complex Code provisions, for which there are only limited judicial and administrative interpretations, as well as the determination of various factual matters and circumstances not entirely within our control. As we have recently expanded into new geographies and transactional structures, and may continue to do so in the future, the analyses of our REIT qualification, and our ability to ensure such qualification, have become, and may become in the future, more complex. For example, in order to qualify as a REIT, at least 95% of our gross income in each year must be derived from qualifying sources, and we must pay distributions to stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains). If we fail to satisfy any of the requirements for qualification as a REIT, we may be subject to certain penalty taxes or, in some circumstances, we may fail to qualify as a REIT. If we were to fail to qualify as a REIT in any taxable year:

•We would be required to pay regular U.S. federal corporate income tax on our taxable income;

•We would not be allowed a deduction for amounts distributed to our stockholders in computing our taxable income;

•We could be disqualified from treatment as a REIT for the four taxable years following the year during which qualification is lost;

•We would no longer be required to make distributions to stockholders; and

•This treatment would substantially reduce amounts available for investment or distribution to stockholders because of the additional tax liability for the years involved, which could have a material adverse effect on the market price of our capital stock and the value of our debt securities.

Even if we qualify for and maintain our REIT status, we may be subject to certain federal, state, local and foreign taxes on our income and property. For example, if we have net income from a prohibited transaction, that income will be subject to a 100% tax. In addition, our taxable REIT subsidiaries are subject to federal,state and, in some cases, foreign taxes at the applicable tax rates on their income and property. Any failure to comply with legal and regulatory tax obligations could adversely affect our ability to conduct business and could adversely affect the market price of our capital stock and the value of our debt securities.

Legislative or other actions affecting REITs could have a negative effect on us or our investors.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Services, or the IRS, and the U.S. Department of the Treasury, or the Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect us or our investors, including holders of our common stock or debt securities. We cannot predict how changes in the tax laws might affect us or our investors. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other

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entities more attractive relative to an investment in a REIT. In addition, the tax treatment of certain of our sale-leaseback transactions could change, which could make such sale-leaseback transactions less attractive to potential sellers and lessees and negatively impact our operations.

Distribution requirements imposed by law limit our flexibility.

To maintain our status as a REIT for federal income tax purposes, we generally are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gains, each year. We also are subject to tax at regular corporate rates to the extent that we distribute less than 100% of our taxable income (including net capital gains) each year. In addition, we are subject to a 4% nondeductible excise tax to the extent that we fail to distribute during any calendar year at least the sum of 85% of our ordinary income for that calendar year, 95% of our capital gain net income for the calendar year, and any amount of that income that was not distributed in prior years. We intend to continue to make distributions to our stockholders to comply with the distribution requirements of the Code as well as to reduce our exposure to federal income taxes and the nondeductible excise tax. Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of required debt amortization payments, could require us to borrow funds to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT.

Future issuances of equity securities could dilute the interest of holders of our common stock.

Our future growth will depend, in large part, upon our ability to raise additional capital. Raising additional capital through the issuance of equity securities can dilute the interests of holders of our common stock. The interests of our common stockholders could also be diluted by the issuance of shares of common stock pursuant to stock incentive plans. Our Board of Directors is authorized to cause us to issue preferred stock of any class or series with dividend, voting and other rights as determined by our Board of Directors (such as the shares of preferred stock that were issued in connection with the closing of the Merger with Spirit) which could dilute, or otherwise adversely affect, the interest of holders of our common stock.

We may acquire properties or portfolios of properties through tax deferred contribution transactions, which could result in stockholder dilution and limit our ability to sell or refinance such assets.

We have in the past and may in the future acquire properties or portfolios of properties through tax deferred contribution transactions in exchange for partnership units in an operating partnership, which could result in stockholder dilution through the issuance of operating partnership units that, under certain circumstances, may be exchanged for shares of our common stock. This acquisition structure may have the effect of, among other things, reducing the amount of tax depreciation we could deduct over the tax life of the acquired properties, and may require that we agree to restrictions on our ability to dispose of, or refinance the debt on, the acquired properties in order to protect the contributors’ ability to defer recognition of taxable gain. Similarly, we may be required to incur or maintain debt we would otherwise not incur so we can allocate the debt to the contributors to maintain their tax bases. In the event we take any action that incurs taxable gain allocated to these contributors, we may be required to make them whole under tax protection agreements. These restrictions could limit our ability to manage, control, sell or refinance an asset at a time, or on terms, that would be favorable absent such restrictions.

We are subjectto risks associated with debt and preferred stock financing.

We intend to incur additional indebtedness in thefuture, including borrowings under our $4.25 billion unsecured revolving credit facility and our $3.0 billion commercial paper programs.

Our revolving credit facility grants us the option, subject to obtaining lender commitments and other customary conditions, to expand the borrowing limits thereunder to up to $5.25 billion. The credit agreement governing our revolving credit facility also governs our $250.0 million unsecured term loan facility due March 2024 and, on January 6, 2023, we entered into the term loan agreement (the “2023 term loan agreement”) governing our 2023 term loans, pursuant to which we borrowed an aggregate of approximately $1.0 billion in multicurrency borrowings. The 2023 term loan agreement also permits us to incur additional term loans, up to an aggregate of $1.5 billion in total borrowings, pursuant to an accordion expansion feature, which is subject to obtaining lender commitments and other customary conditions. The term loans pursuant to our 2023 term loan agreement mature in January 2025 with one remaining 12-month maturity extension available at our option. At December 31, 2023, we also had a total of $18.6 billion of outstanding unsecured senior debt securities (excluding unamortized net original issuance premiums, deferred financing costs and basis adjustments on interest rate swaps designated as fair value hedges), including approximately $4.2 billion denominated in Sterling (of which $1.2 billion is related to our privately placed Sterling notes), $1.2 billion denominated in Euro thereunder, and approximately $822.4 million of outstanding mortgage debt (excluding unamortized net discounts and deferred financing costs).

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In connection with the consummation of the closing of the Merger on January 23, 2024, we effectively assumed Spirit’s existing term loans with various lenders. Specifically, on January 22, 2024, we entered into an amended and restated term loan agreement, pursuant to which we borrowed $800 million in aggregate total borrowings, $300 million of which matures on August 22, 2025 and $500 million of which matures on August 20, 2027 (the “$800 million term loan agreement”), and an amended and restated term loan agreement pursuant to which we borrowed $500 million in aggregate total borrowings which matures on June 16, 2025. The $800 million term loan agreement and the $500 million term loan agreement became effective upon the closing of the Merger on January 23, 2024. Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted Secured Overnight Financing Rate ("SOFR") for US Dollar-denominated loans, adjusted Sterling Overnight Indexed Average (“SONIA”) for Sterling-denominated loans, and Euro Interbank Offered Rate (“EURIBOR”) for Euro-denominated loans. In conjunction with closing, we executed one-year variable-to-fixed interest rate swaps which fix our per annum interest rate at 5.0% over the initial term. In addition, as a result of the Merger, all outstanding secured indebtedness, liabilities, and other indebtedness of Spirit and its subsidiaries, including $2.75 billion of additional senior unsecured notes that were originally issued by Spirit Realty Capital, L.P., substantially all of which were exchanged for senior unsecured notes issued by us, became indebtedness and liabilities of ours or our subsidiaries, as the case may be, which substantially increased the total secured indebtedness and the total liabilities and other indebtedness of us and our subsidiaries.

Pursuant to our unsecured commercial paper programs we may offer and sell up to $3.0 billion of commercial paper at any time. We use our revolving credit facility as a liquidity backstop for the repayment of notes issued under the commercial paper programs. Specifically, we maintain unused borrowing capacity under our revolving credit facility equal to the aggregate principal amount of borrowings outstanding under our commercial paper programs from time to time. We may in the future enter into amendments and restatements of our revolving credit facility and term loan facilities, or enter into new revolving credit facilities or term loan facilities, and any such amended, restated or replacement revolving credit facilities or term loan facilities may increase the amounts we are entitled to borrow, subject to customary conditions, compared to our current revolving credit facility and term loan facilities, or we may incur other indebtedness. We may also in the future increase the size of our commercial paper programs or establish new commercial paper programs. We expect that we will continue to use our current and any new revolving credit facilities we may enter into (in each case as the same may be expanded, amended or restated, if applicable, from time to time), as a liquidity backstop for the repayment of notes issued under our current or any new commercial paper programs that we may maintain from time to time.

To the extent that new indebtedness is added to our current debt levels, the related risks that we now face would increase. As a result, we are and will be subject to risks associated with debt financing, including the risk that our cash flow could be insufficient to make required payments on our debt or to pay dividends on our common stock. We also face variable interest rate risk as the interest rates on our revolving credit facility, term loan facilities, and commercial paper programs are variable (subject to our interest rate swaps on our term loan facilities, in effect from time to time), and the interest rates on any credit facilities and term loan facilities we may enter into in the future may be variable, and could therefore increase over time. In addition, commercial paper borrowings are short-term obligations and the interest rate on newly issued commercial paper varies according to market conditions at the time of issuance. Similarly, some of the indebtedness to which we have become subject to subsequent to the Merger may also bear interest at variable rates. In addition, while we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in borrowing and currency rates, we may not realize the anticipated benefits from these arrangements or they may be insufficient to mitigate our exposure. We also face the risk that we may be unable to refinance or repay our debt as it comes due. Given past disruptions in the financial markets and ongoing global financial uncertainties, we also face the risk that one or more of the participants in our revolving credit facility may be unwilling or unable to lend us money.

We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations. However, it is possible that such indebtedness may be insufficient or may be on unacceptable terms requiring us to use non-local currency indebtedness. In such event, we may be subject to foreign exchange rate volatility. While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure.

Our revolving credit facility, our term loan facilities, and our mortgage loan documents contain provisions that could limit or, in certain cases, prohibit the payment of dividends and other distributions to holders of our common stock

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and any outstanding preferred stock. The credit agreements governing our revolving credit facility and term loan facilities provide that, if an event of default (as defined in the credit agreements, as applicable) exists, we may not pay any dividends or make other distributions on (except distributions payable in shares of a given class of our stock to the stockholders of that class), or repurchase or redeem, among other things, any shares of our common stock or any outstanding preferred stock, during any period of four consecutive fiscal quarters in an aggregate amount in excess of the greater of (i) the sum of 95% of our adjusted funds from operations (as defined in the credit agreements, as applicable) for that period plus the aggregate amount of cash distributions made to holders of our outstanding preferred stock for that period, and (ii) the minimum amount of cash distributions required to be made to our stockholders in order to maintain our status as a REIT for federal income tax purposes and to avoid the payment of income or excise taxes that would otherwise be imposed under specified sections of the Code on income we do not distribute to our stockholders, except we may repurchase or redeem shares of our outstanding preferred stock, if any, with net proceeds from the issuance of shares of our common stock or preferred stock.

The credit agreements each provide that, in the event of a failure to pay principal, interest, or any other amount payable thereunder when due or upon the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to us or with respect to one or more of our subsidiaries that in the aggregate meet a significance test set forth in the credit agreements, we and our subsidiaries (other than our wholly-owned subsidiaries) may not pay dividends or make other distributions on (except for (a) distributions payable in shares of a given class of our stock to the stockholders of that class and (b) dividends and distributions described in (ii) above), or repurchase or redeem, among other things, any shares of our common stock or preferred stock. If any such event of default under the applicable credit agreements (or under any other credit agreement or debt instrument with similar terms that we may in the future enter into or be subject to) were to occur, it would likely have a material adverse effect on the market price of our outstanding common stock and any outstanding preferred stock and on the market value of our debt securities which could limit the amount of dividends or other distributions payable to holders of our common stock and any outstanding preferred stock or the amount of interest and principal we are able to pay on our indebtedness, or prevent us from paying those dividends, other distributions, interest or principal altogether, and may adversely affect our ability to qualify, or prevent us from qualifying, as a REIT.

Our indebtedness could also have other important consequences to holders of our common stock, outstanding preferred stock, and our debt securities, including: increasing our vulnerability to general adverse economic and industry conditions; limiting our ability to obtain additional financing to fund future working capital, acquisitions, capital expenditures and other general corporate requirements; requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures, and general corporate requirements; limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and putting us at a disadvantage compared to our competitors with less indebtedness.

If we default under a credit facility, loan agreement, or other debt instrument, the lenders will generally have the right to demand immediate repayment of the principal and interest on all of their loans and, in the case of secured indebtedness, to exercise their rights to seize and sell the collateral. Moreover, a default under a single loan or debt instrument may trigger cross-default or cross-acceleration provisions in other indebtedness and debt instruments, giving the holders of such other indebtedness and debt instruments similar rights to demand immediate repayment and to seize and sell any collateral.

Real estate ownership is subject to particular conditions that may have a negative impact on our revenue.

We are subject to all of the inherent risks associated with the ownership of real estate. In particular, we face the risk that rental revenue from our properties may be insufficient to cover all corporate operating expenses, debt service payments on indebtedness we incur, and distributions on our capital stock. Additional real estate ownership risks include:

•Adverse changes in general or local economic conditions;

•Changes in supply of, or demand for, similar or competing properties;

•Changes in interest rates and operating expenses (including energy costs, shortages and rationing);

•Competition within an industry and for our clients;

•Changes in market rents;

•Inability to lease properties upon termination of existing leases;

•Renewal of leases at lower rental rates;

•Inability to collect rental revenue from our clients due to financial hardship, including bankruptcy;

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•Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate;

•Uninsured property liability;

•Property damage or casualty losses;

•Unexpected expenditures for capital improvements, including requirements to bring properties into compliance with applicable federal, state and local laws;

•The need to periodically renovate and repair our properties;

•Risks assumed as manager for development or redevelopment projects;

•Physical or weather-related damage to properties;

•The potential risk of functional obsolescence of properties over time;

•Acts of terrorism and war;

•Changes in consumer behaviors, preferences or demographics;

•The impacts of climate change; and

•Acts of God and other factors beyond the control of our management.

Real estate property investments are illiquid. We may not be able to acquire or dispose of properties when desired or on favorable terms.

Real estate investments are relatively illiquid. Our ability to quickly buy, sell or exchange any of our properties in response to changes in economic and other conditions will be limited and U.S. and foreign tax and regulatory regimes and authorities may impose or have the effect of restricting or limiting our ability to sell properties. No assurances can be given that we will recognize full value, at a price and at terms that are acceptable to us, for any property that we are required to sell for liquidity reasons. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations.

Our acquisition of additional properties may have a significant effect on our business, liquidity, financial position and/or results of operations.

Our future success will depend, in part, upon our ability to manage our mergers and acquisitions, acquisitions, and expansion opportunities under prevailing market conditions. We are regularly engaged in the process of identifying, analyzing, underwriting, and negotiating possible acquisition transactions. We cannot provide any assurances that we will be successful in consummating future mergers and acquisitions or acquisitions on favorable terms or that we will realize expected cash yields, operating efficiencies, cost savings, revenue enhancements, synergies, or other benefits. Our inability to consummate one or more acquisitions on such terms, our failure to adequately underwrite and identify risks and obligations when acquiring properties, or our failure to realize the intended benefits from one or more acquisitions, could have a significant adverse effect on our business, liquidity, financial position and/or results of operations, including as a result of our incurrence of additional indebtedness and related interest expense and our assumption of unforeseen contingent liabilities in connection with completed acquisitions.

We have made and may continue to make acquisitions of properties (including through the use of alternative acquisition structures such as joint ventures, partnerships, fund and other structures) that fall outside our historical focus on freestanding, single-client, net lease retail locations in the U.S. We may be exposed to a variety of new risks by expanding into new property types (e.g., non-retail businesses), geographies, lease and acquisition structures, and clients who engage in non-retail businesses. These risks may be enhanced by our limited experience in managing new property types, geographies, lease and acquisition structures, clients. and the laws and/or culture of non-U.S. geographies.

We are subject to additional risks from our international investments and debt.

We have acquired and may continue to invest in properties outside of the U.S.These investments may expose us to a variety of risks that are different from and in addition to those commonly found in the U.S. Our international investments are subject to additional risks, including:

•The laws, rules and regulations applicable in such jurisdictions outside of the U.S., including those related to property ownership and control by foreign entities;

•Complying with a wide variety of foreign laws, including corruption, employment, data protection, energy usage, health and safety and environmental regulations which may require capital expenditures to maintain or bring our

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foreign properties into compliance with applicable regulations and/or may require disclosure of various environmental, social and governance matters;

•Fluctuations in exchange rates between foreign currencies and the U.S. dollar (including risks related to their impact on our results of operations, hedging and other derivative arrangements used to mitigate our exposure to fluctuations in foreign currency rates, translational reporting risks, and exchange controls);

•As we may not have or have only a limited number of properties within a jurisdiction, our experience in that market and with local business may be limited, and our operating costs may be disproportionately higher until the number of properties within a jurisdiction grows;

•We may face challenges with expanding into current or new jurisdictions, such as identifying and securing investment opportunities, hiring and retaining employees, extended time periods for acquiring or disposing of investments, which may increase the cost of funding an investment, and potentially experiencing different cultural and business practices related to employees, rent adjustments, ground leases, and property ownership requirements and limitations;

•Challenges in establishing effective controls and procedures to manage and regulate operations in different regions and to monitor and ensure compliance with applicable regulations, such as applicable laws related to corrupt practices, employment, licensing, construction, energy usage, climate change or environmental compliance;

•Unexpected or other changes in regulatory requirements (including disclosure requirements), tax, tariffs, trade barriers and other laws within jurisdictions outside the U.S. or between the U.S. and such jurisdictions;

•Potentially adverse tax consequences with respect to our properties and/or investment vehicles;

•Initial limited investments within certain regions or countries may result in industry or client concentration risks;

•The impact of regional or country-specific business cycles, inflation and economic instability, including deterioration in political relations with the U.S., instability in, or further withdrawals from, the European Union or other international trade alliances or agreements; and

•Political instability, uncertainty over property rights, civil unrest, acts of war, drug trafficking, political activism or the continuation or escalation of terrorist or gang activities.

We also engage external property managers and other third parties, who assist with managing our international properties. If a property manager or third party fails to meet its obligations or terminates its services, we may need to find a replacement; however, these services may be on less favorable terms and conditions, or we may not be able to find a suitable replacement in a timely manner or at all.

We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations. However, it is possible that such indebtedness may be insufficient or may be on unacceptable terms requiring us to use non-local currency indebtedness. In such event, we may be subject to foreign exchange rate volatility which may be impacted by various factors, including those described above. While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure. For more information, see “—We are subject to risks associated with debt and preferred stock financing.”

If we are unable to adequately address these risks, they could have a significant adverse effect on our operations.

We may engage in development, speculative development, or expansion projects or invest in new asset classes, which would subject us to additional risks that could negatively impact our operations.

We may engage in development, speculative development, or other expansion projects, which could require us to raise additional capital and obtain additional state and local permits. A decision by any governmental agency not to issue a required permit or substantial delays in the permitting process could cause us to incur penalties, delay us from receiving rental payments or result in us receiving reduced rental payments, or prevent us from pursuing the development, speculative development, or expansion project altogether. Additionally, any such new development, speculative development, or expansion project may not operate at designed capacity or may cost more to operate than we expect. The inability to successfully complete development, speculative development, or expansion projects or to complete them on a timely basis could adversely affect our business and results of operations.

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We have recently increased on investments in assets and transaction structures that are outside of our traditional business, including entering into new asset classes, such as casinos and vertical farms, and entering into (or expanding our use of) new transaction structures, such as joint ventures, lending, and increased exploration of sale-leaseback transactions. In addition, in the future, we may invest in new or different assets or enter into new transaction structures that may or may not be closely related to our current business. These new assets and transaction structures may have new, different or increased risks than what we are currently exposed to in our business and we may not be able to manage these risks successfully. Additionally, when investing in such new assets or transaction structures, we will be exposed to the risk that those assets or structures, or the income generated thereby, will affect our ability to meet the requirements to maintain our REIT status, or will subject us to additional regulatory requirements or limitations. If we are not able to successfully manage the risks associated with such new assets, it could have an adverse effect on our business, results of operations and financial condition.

Property taxes may increase without notice.

Real estate property taxes on our properties (including properties we develop or acquire) 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.

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

As a landlord of 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.

Our leases generally require our clients 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.

Many of our properties are also covered by flood and earthquake insurance policies (subject to substantial deductibles) obtained and paid for by 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 on our properties to help protect us and our properties against 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 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 clients to whom we lease properties are obligated by law to comply with the ADA provisions and, in many cases, the clients are generally obligated to cover costs associated with 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 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, 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.

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 adversely affect our business through both chronic and acute perils including, but not limited to, extreme weather, changes in precipitation and temperature, and 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, 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 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.

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.

In 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 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 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 relationship with our investors, our stock price, and our access to capital may be 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 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.

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 property users to relocate to incentivize development in areas and neighborhoods which have not historically seen robust commercial development. 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;

•Actual or anticipated variations in quarterly operating results of us and our 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 U.S., trading markets have 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 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 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 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 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, 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 are essential to the 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 sensitive data, within our own systems and utilize those of third-party providers, including intellectual property, our proprietary business information and that of our clients, suppliers and business partners, as well as personally identifiable information.

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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 have an indirect adverse impact on them, us or our business relationship.

The primary risks that could directly result from the occurrence of a cyberattack or security incident include operational interruption, damage to our relationship with our clients, reputational damage, and private data exposure. We could be required to expend significant capital and other resources to address an attack or incident, which may not be covered or fully covered by our 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 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.

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 receivables. Often these estimates require the use of market data values and involve estimates of future performance or receivables collectability all of which can be difficult to accurately predict. Although management believes it has been prudent and used reasonable judgment in making these estimates, it is possible 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. Failures in our internal controls could result in adverse consequences in our financial reporting and operations, including delays, additional costs, impairment in our ability to access capital, adverse impacts to investor confidence, regulatory review, or 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 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, the market price of our common 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, may adversely affect the price we purchase or receive for properties, as we 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 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 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. The U.K. government plans to migrate away from the Retail Price Index ("RPI"), to alternatives such as the Consumer Price Index 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

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

Information regarding legal proceedings is included in note 20, Commitments and Contingencies, to the consolidated financial statements.

Item 4:Mine Safety Disclosures

None.

PART II

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

Market Information

Our common stock is traded on the NYSE under the ticker symbol “O.”

Holders

There were approximately 13,800registered holders of record of our common stock as of January 31, 2024. This figure does not reflect the beneficial ownership of shares of our common stock.

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Repurchases of Equity Securities

During the 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 Realty Income 2021 Incentive Award Plan, (the "2021 Plan"):


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:Reserved

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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 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 deliver dependable monthly dividends that increase over time. We are structured as a REIT requiring us annually to distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to our stockholders. The monthly dividends are supported by the cash flow generated from real estate owned under long-term net lease agreements with our commercial ~~clients generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.~~clients.

Diversification is also a key component of our investment philosophy. We believe that diversification of the portfolio by client, industry, geography, and property type leads to more consistent and predictable income for our stockholders by reducing vulnerability that can come with any single concentration. Our investment activities have led to a diversified property portfolio that, asAs of December 31, ~~2022,~~2023, we owned or held interests in ~~12,237~~a diversified portfolio of 13,458 properties located in all 50 U.S. states, Puerto Rico, the U.K.,~~Spain,~~ France, Germany, Ireland, Italy, Portugal, and ~~Italy, and~~Spain, with approximately 272.1 million square feet of leasable space to clients doing business in 8486 separate industries. ~~None~~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 ~~84 industries represented in our property~~remaining are multi-client properties. Our total portfolio ~~accounted for more than 8.6%~~has a weighted average remaining lease term (excluding rights to extend a lease at the option of our ~~annualized contractual rent as~~client) of approximately 9.8 years.

Unless otherwise specified, references to rental revenue in the Management's 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 $274.2 million, $184.7 million and $104.9 million for the years ended December 31, ~~2022.~~2023, 2022 and 2021, respectively.

RECENT DEVELOPMENTS

Closing of Spirit Realty Capital Merger

On January 23, 2024, we ~~look~~closed on our previously announced merger with Spirit, which is further described in note 21, Subsequent Events, to ~~continue~~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 ~~expand geographically across Europe, we focus upon building~~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 ~~multinational clients that seek a real estate partner with~~ones.

Increases in Monthly Dividends to Common Stockholders

We have continued our 55-year history of paying monthly dividends. In addition, 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 $2.967 during 2022, an ~~expanding geographic footprint.~~

~~Investment Strategy~~

~~We seek to invest in high-quality real estate that our clients consider important to the successful operation~~increase of ~~their businesses. We generally seek to own~~$0.084, or ~~hold interests in commercial real estate that has some or all of the following characteristics:~~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 result of 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 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 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

As of December 31, 2023, we 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 $4.25 billion unsecured revolving credit facility, after deducting $764.4 million in borrowings under our commercial paper programs. We use our unsecured revolving credit facility as a liquidity backstop for the repayment of the notes issued under these programs.

Our primary cash obligations, for the current year and subsequent years, are included in the “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 under our revolving credit facility, short-term term loans, and under our commercial paper programs, and through public securities offerings.

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

•~~Properties in markets or locations important to our clients;~~Cash and cash equivalents;

•~~Properties with strong demographic attributes or that we deem to be profitable for our clients;~~Future cash flows from operations;

•~~Properties with real estate valuations that approximate replacement costs;~~

•~~Properties with rental~~Issuances of common stock or ~~lease payments that approximate market rents for similar properties;~~

•~~Properties that can be purchased with the simultaneous execution or assumption of long-term net lease agreements, offering both current income and the potential for future rent increases;~~

•~~Properties that leverage relationships with clients, sellers, investors, or developers as part of a long-term strategy;~~debt; and

•~~Properties that leverage~~Additional borrowings under our ~~proprietary insights, including those in locations~~revolving credit facility and ~~geographic markets we expect to remain strong or strengthen in the future.~~our term loan (after deducting outstanding borrowings under our commercial paper programs).

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

Table of ~~properties owned or leased by clients~~Contents

Long-Term Liquidity Requirements

Our goal is to deliver dependable monthly dividends to our stockholders that ~~are already or could become leaders in their respective businesses supported by mechanisms~~increase over time. Historically, we have met our principal short-term and long-term capital needs, including ~~(but not limited to) occupancy~~the funding of ~~prime~~high-quality real estate ~~locations, pricing, merchandise assortment, service, quality, economies of scale, consumer branding, e-commerce,~~acquisitions, investments in loans, property development, and ~~advertising. We have an internal team dedicated to sourcing such opportunities, often using our relationships with various clients, owners/developers, brokers~~capital expenditures by issuing common stock, preferred stock, long-term unsecured notes, and advisers to uncover and secure transactions. We also undertake thorough research and analysis to identify what we consider to be appropriate property locations, clients, and industries for investment. This research expertise is instrumental to uncovering net lease opportunities in markets whereterm loan borrowings. Over the long term, we believe ~~we can add value.~~

~~In selecting potential investments, we generally look for clients with the following attributes:~~

•~~Reliable and sustainable cash flow, including demonstrated economic resiliency;~~

•~~Revenue and cash flow from multiple sources;~~

•~~Are willing to sign a long-term lease (10 or more years); and~~

•~~Are large owners and users of real estate.~~

~~From a retail perspective, our investment strategy is to target clients~~ that have a service, non-discretionary, and/or low-price-point component to their business. We target investments with clients who have demonstrated resiliency to e-commerce or have a strong omni channel retail strategy, uniting brick-and-mortar and mobile browsing, both of which reflect the continued importance of last mile retail, the movement of goods to their final destination, real estate as part of a customer experience and supply chain strategy. Our overall investments (including last mile retail) are driven by an optimal portfolio strategy that, among other considerations, targets allocation ranges by asset class and industry. We review our strategy periodically and stress test our portfolio in a variety of positive and negative economic scenarios to ensure we deliver consistent earnings growth and value creation across economic cycles. As a result of the execution of this strategy, approximately 93% of our annualized retail contractual rent onDecember 31, 2022, is derived from our clients with a service, non-discretionary, and/or low price point component to their business. From a non-retail perspective, we target industrial properties leased to industry leaders,common stock should be the majority of our capital structure. We may issue common stock when we believe our share price is at a level that allows for the proceeds of an offering to 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 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.

Capitalization

As of December 31, 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, and our proportionate share of unconsolidated entities' debt (excluding unamortized deferred financing costs, discounts, and premiums). Our total debt to market capitalization was 33.8% at December 31, 2023.

Universal Shelf Registration

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 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.

ATM Program

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, 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, 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 pursuant to forward sale agreements through our ATM program for approximately $5.4 billion of net proceeds. As of December 31, 2023, we had 81.3 millionshares remaining for future issuance under our ATM program. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.

Debt and Financing Activities

At December 31, 2023, our total outstanding borrowings of revolving credit facility, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $21.5 billion, with a weighted average maturity of 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 consolidated financial statements for additional information about our outstanding debt, along with our debt financing activities during the year ended December 31, 2023 below.

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Note Issuances

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


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	%

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 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 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 fix our per annum interest rate. As of 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, 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, 2023, are:


Note Covenants	Required	Actual
Limitation on incurrence of total debt	< 60% of adjusted assets	39.7	%
Limitation on incurrence of secured debt	< 40% of adjusted assets	1.6	%
Debt service coverage (trailing 12 months) (1)	> 1.5x	4.7x
Maintenance of total unencumbered assets	> 150% of unsecured debt	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 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, 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, 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, 2023 (in thousands, for trailing twelve months):


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

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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, 2023, we were assigned the following investment grade ~~rated companies.~~ 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, 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, 2023, interest rates under our credit facility for U.S. borrowings would have been at the SOFR, plus 0.725% with a SOFR adjustment charge of 0.10% and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.95% over 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 rates can range between: (i) SOFR/SONIA/EURIBOR, plus 1.40% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) SOFR/SONIA/EURIBOR, plus 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 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 ~~believe these characteristics enhance~~also issue senior debt securities from time to time and our credit ratings can impact the ~~stability~~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.

Material Cash Requirements

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


	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	$	764.4	$	250.0	$	740.5	$	850.0	$	773.8	$	14.3	$	30.4	$	728.5	$	4,151.9
2025	—		—		44.0		1,050.0		700.4		12.6		29.8		29.1		1,865.9
2026	—		1,082.0		12.0		2,075.0		587.5		18.3		28.9		11.0		3,814.7
2027	—		—		22.3		2,027.8		525.9		10.1		26.9		0.3		2,613.3
2028	—		—		1.3		2,049.8		443.0		9.9		23.5		—		2,527.5
Thereafter	—		—		2.3		10,509.5		2,173.6		303.8		242.6		3.8		13,235.6
Totals	$	764.4	$	1,332.0	$	822.4	$	18,562.1	$	5,204.2	$	369.0	$	382.1	$	772.7	$	28,208.9

(1) The initial term of the ~~rental revenue generated from~~credit facility expires in June 2026 and includes, at our option, two six-month extensions. At December 31, 2023, there were no borrowings under our revolving credit facility, and commercial paper programs outstanding were $764.4 million, which matured between January 2024 and February 2024.

(2) The maturity date for our 2023 term loans reflects the closing of our previous twelve-month extension option and assumes the additional twelve-month extension available at the company's option is exercised.

(3) Excludes our January 2024 issuance of $450.0 million of 4.750% senior unsecured notes due February 2029 and $800.0 million of 5.125% senior unsecured notes due February 2034.

(4) Interest on the commercial paper programs, term loans, mortgages payable, and senior unsecured notes and bonds has been calculated based on outstanding balances at period end through their respective maturity dates. Excludes interest on the January 2024 issuances of $450.0 million of unsecured senior notes due February 2029 and $800.0 million of unsecured senior notes due February 2034.

(5) We currently pay the ground lessors directly for the rent under the ground leases.

(6) Our clients, who are generally sub-tenants clients under ground leases, are responsible for paying the rent under these ~~properties.~~ground leases. In the event our client fails to pay the ground lease rent, we are primarily responsible.

~~After applying this investment strategy, we pursue those transactions where we believe we can achieve an attractive investment spread over~~(7) “Other” consists of $740.0 million of commitments under construction contracts, and $32.7 million for re-leasing costs, recurring capital expenditures, and non-recurring building improvements.

Investments in Unconsolidated Entities

As of December 31, 2023, our ~~cost~~pro-rata share of ~~capital and favorable risk-adjusted returns. We will continue to evaluate all investments for consistency with our objective~~secured debt of ~~owning net lease assets.~~unconsolidated entities was approximately $659.2 million.

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Underwriting Strategy

~~In order to~~To be considered for acquisition, ~~properties~~investments must meet stringent underwriting requirements. We ~~have established a four-part analysis that examines each potential investment~~analyze investments based ~~on:~~on one or more of the following criteria:

•~~The aforementioned overall real estate characteristics, including demographics, replacement cost, and comparative rental rates;~~

•Industry, client (including ~~credit profile)~~credit), and market conditions;

•Expected financial returns under various scenarios (including default);

•The value of real estate (based on replacement cost, comparative rental rates and alternative uses), or other collateral backing the client’s contractual obligations; and

•Store profitability for retail locations if profitability data is ~~available; and~~

•~~The~~available or the importance of the real estate location to the operations of the clients’ business.

~~We believe the principal financial obligations for most of our clients typically include their bank and other debt, payment obligations~~With regard to ~~employees, suppliers, and~~ real estate ~~lease obligations. Because~~investments, we typically own the land and building in which a client conducts its business or which are critical to the client’s ability to generate ~~revenue, we believe the risk of default on a client’s lease obligation is less than the client’s unsecured general obligations.~~revenue. It has been our experience that clients must retain their profitable and critical locations to survive. Therefore, in the

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event of reorganization, we believe they are less likely to reject a lease of a profitable or critical location because this would terminate their right to use the property.

Thus, as the property owner, we believe that we ~~will~~should fare better than unsecured creditors of the same client in the event of reorganization. If a property is rejected by our client during reorganization, we own the property and can either lease it to a new client or sell the property. In addition, we believe that the risk of default on real estate leases

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can be further mitigated by monitoring the performance of our clients’ individual locations and considering whether to proactively sell locations that meet our criteria for disposition.

We conduct comprehensive reviews of the business segments and industries in which our clients operate. In addition, prior to entering any transaction, our credit research ~~department~~team conducts a review of a client’s credit quality. The information reviewed may include reports and filings, including any public credit ratings, financial statements, debt and equity analyst reports, and reviews of corporate credit spreads, stock prices, market capitalization, and other financial metrics. We conduct due diligence, including financial reviews of the client, ~~and~~ monitor our clients’ credit quality on an ongoing basis, and provide summaries of these findings to management.

At December 31, ~~2022, 40.9%~~2023, 39.6% of our total portfolio annualized contractual rent (as defined in "Property Portfolio Information"below) comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies. At December 31, ~~2022,~~2023, our top 20 clients (based on percentage of total portfolio annualized contractual rent) represented ~~40.9%~~40.2% of our annualized rent and 1210 of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment grade companies.

Asset Management Strategy

In addition to pursuing new properties for investment, we seek to increase earnings and dividends through active asset management.

Generally, our asset management efforts seek to achieve:

•Rent increases during and at the expiration of existing leases, when market conditions permit;

•Optimum exposure to certain clients, industries, and markets through re-leasing vacant properties and selectively selling properties;

•Maximum asset-level returns on properties that are renewed, re-leased or sold; and

•Additional value creation opportunities from the existing portfolio by leveraging internal capabilities to enhance individual properties, pursue alternative uses, and derive ancillary revenue.

As part of our ongoing credit and predictive analytics research, we continually monitor our portfolio for any changes that could affect the performance of our clients, our clients’ industries, and the real estate locations in which we have invested. We also regularly analyze our portfolio with a view towards optimizing its returns and enhancing its overall credit quality. Our active asset management strategy pursues asset sales when we believe the reinvestment of the sale proceeds will:

•Generate higher returns;

•Enhance the credit quality of our real estate portfolio;

•Extend our average remaining lease term; and/or

•Strategically decrease client, industry, or geographic concentration.

The active management of the portfolio is an essential component of our long-term strategy of maintaining high occupancy.

~~Impact of Real Estate and Credit Markets~~Capital Philosophy

In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, including the current market, the global credit 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 credit markets carefully and, if required, will make decisions to adjust our business strategy accordingly.

~~Environmental, Social and Governance ("ESG")~~

In recent years, our environmental, social, and governance efforts have quickly evolved from commitment to action. We continue to focus on how best to institutionalize efforts for a lasting and positive impact. As a result, we strive to be a sustainability leader in the net lease REIT sector.

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~~As The Monthly Dividend Company~~®~~, our mission~~Our goal is to conduct business with integrity, transparency, respect and humility to create long-term value across economic cycles for all stakeholders. We are committed to conducting our business according to the highest moral and ethical standards. Our dedication to providingdeliver dependable monthly dividends to our stockholders that increase over ~~time~~time. Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, 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 capital structure. We may issue common stock when we believe our share price is ~~only enhanced~~at a level that allows for the proceeds of an offering to be accretively invested into additional properties or to permanently finance properties that were initially financed by our ~~elevated purpose, mission, vision and values.~~

~~We believe that our commitment to corporate responsibility, which encompasses ESG principles, is critical to our performance and long-term success and~~revolving credit facility, commercial paper programs, or shorter-term debt securities. However, we cannot assure you that we ~~all~~will have a shared responsibility to our people, communities that we operate in and the planet. In support of this commitment, we are dedicated to providing an engaging, inclusive, and a safe work environment for our employees, operating our business in an environmentally conscious manner, and upholding our corporate responsibilities as a public company for the benefit of our stakeholders - our stockholders, clients, employees and community members. The Nominating/Corporate Governance Committee of our Board of Directors has direct oversight of ESG matters.

~~Environmental - Sustainability~~

We hold the protection of our assets, communities, and the environment in high regard. Based on our business model, the properties in our portfolio are primarily net leased to our clients, and each client is generally responsible for maintaining the buildings, including utilities management and the implementation of environmentally sustainable practices at each location. Therefore, we generally cannot control the implementation of environmentally sustainable practices without collaborating with our clients whose environmental initiatives may or may not be aligned with ours. However, we hope that with continued engagement, we can encourage clients to adopt environmentally sustainable practices. In that light, we have expanded and intend to continue to expand our client engagement efforts to achieve shared sustainability objectives on an ongoing basis. As a member of the National Association of Real Estate Investment Trusts ("Nareit") Real Estate Sustainability Council, we are focused on leveraging best practices and advancing our efforts in this area.

~~Response to Climate Change~~

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. We remain committed to sustainable business practices in our day-to-day activities by encouraging a culture of environmental responsibility at our offices and within our communities. We work with our clients to promote environmental responsibility at the properties we own, however, as noted above, as our properties are primarily net leased to our clients we generally cannot control the implementation of environmentally sustainable practices without the assistance of our clients. As we have grown our sustainability efforts, we have leveraged our size and expanded our client engagement efforts to achieve shared sustainability objectives. We are:

•~~Operating from green-certified buildings: our San Diego headquarters is Energy Star Certified and our Phoenix Office is LEED Platinum certified.~~

•Continuing to upgrade our San Diego headquarters by completing a building-wide LED retrofit, subsidizing employee use of electric vehicle charging stations, and installing a carport photovoltaic panel system. These improvements are in addition to our automatic lighting control system with light-harvesting technology, a building management system that monitors and controls energy use, an adaptive and intelligent irrigation system, and energy efficient PVC roofing and heating and cooling systems.

•Reporting according to our Green Financing Framework and our Green Bond Report, disclosing our allocation of proceeds from our inaugural green bond offering in 2021 to green certified building acquisitions and other eligible green projects.

•Identifying transition risks across our European portfolio by assessing, identifying, and underwriting necessary property retrofits and upgrades during acquisition due diligence in order to ensure our investments will meet the England and Wales minimum energy efficiency standards (“MEES”) and the 2002 Scottish energy regulations. This due diligence will also help preparedness for future similar regulations that may be adopted in countries or regions where we have properties.

•Enhancing our ESG and Green Lease schedule for our European operations to establish landlord/client cooperation, data sharing requirements, energy use, site alteration guidelines, and energy performance certificate requirements, among other items. We are also continuing the expansion and incorporation of “Green Lease Clauses” across our leases for access to ~~utility~~the capital markets at all times and ~~performance data through lease rollovers, sale-leaseback transactions, and initiatives which allow us~~at terms that are acceptable to ~~benchmark our properties and work with clients to identify and implement energy efficiency projects.~~us.

•~~Holding a management led ESG Task Force to facilitate compliance with certain regulatory disclosure requirements to which we are subject (such as the anticipated changes to the SEC’s climate-related~~

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disclosure rules) or to comply with established ESG frameworks and standards, such as the Global Real Estate Sustainability Benchmarks and the Task Force for Climate-Related Financial Disclosures (“TCFD”).

•Continuing our client engagement initiative to learn about client sustainability goals, initiatives, and collaboration opportunities focused on utility data sharing, renewable energy options, electric vehicle charging infrastructure, as well as LED lighting and HVAC retrofits and other energy efficiency projects.

•Working with strategic real estate partners to survey existing site-level environmental characteristics to help develop a more comprehensive inventory of our portfolio’s low-footprint carbon initiatives.

•~~Providing our asset management and real estate operations teams with additional resources to identify and evaluate client partnership opportunities.~~

•~~Surveying asset-level property characteristics via client survey requests to increase environmental data coverage.~~

•~~Continuing to strengthen our governance structure and legal instruments to expedite opportunities across our portfolio.~~

•Considering climate-related risks within our strategic enterprise-level risk assessment process while following TCFD recommendations to better understand how climate change may impact future business decisions.

~~We prepare and issue an annual sustainability report.~~

~~Social - Company Culture and Employees~~

Human Capital

We put great effort into cultivating an inclusive company culture. We ~~are one team, and together we are committed~~seek to ~~providing an engaging work environment centered on our One Team values of Do the right thing, Take ownership, Empower each other, Celebrate differences, and Give more than we take. As such, we~~ hire talented employees with diverse backgrounds and perspectives and ~~work~~look to ~~provide~~foster an environment ~~with~~that allows for regular, open communication where capable team members have fulfilling careers and are encouraged to engage with and make a positive impact on our Company, its operations, its business partners, and the communities in which we operate.

~~We continue to take the following actions to offer an engaging environment:~~

•~~Maintaining a hybrid onsite/remote work environment with flexible scheduling;~~

•Implementing an improved internal communication and document management platform that provides employees enhanced video conferencing, document management, and virtual collaboration workspace which improved employee communications and collaboration supporting in-office and our remote work footprint;

•~~Increasing dialogue with our team leaders, including our CEO, who conducts regular check-in meetings with all leadership levels and employees across the company;~~

•~~Providing resources to employees who were directly impacted by the ongoing COVID-19 pandemic;~~

•~~Updating our business continuity plan that includes emergency planning, disaster recovery, alternative communication outlets, and real-time testing simulations;~~

•~~Establishing in-person and virtual engagement activities, bringing colleagues together through the Team Building Committee and Green Team; and~~

•~~Hosting in-person and virtual wellbeing program classes and events addressing mental health, stress reduction, physical fitness, financial wellbeing, and other wellness topics.~~

~~Recruitment, Development and Retention~~

We believe our employees form the foundation of our corporate culture and are one of our most valuable assets. As of January 2023, we employed 395 professionals (including four part-time employees), with the majority of talent recruited and hired from the local communities in which we operate. In order to broaden our reach for talent, we offer college and high school internship programs and attract candidates utilizing diverse resources such as affinity associations, targeted job advertisements, sourcing software focusing on diversity criteria, and employee referrals. Additionally, as part of our ongoing efforts to strengthen our internal leadership development capabilities, we operate an annual mentorship program, will launch two leadership development programs in 2023, and train on topics such as anti-discrimination and harassment, cybersecurity, Diversity, Equality and Inclusion (DE&I) awareness, safety, and important company policies that are required for every employee. We also offer competency-based training that includes professional development, executive and officer-level coaching, and other leadership development training for our colleagues.

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~~Assistance~~Employees operate as "One Team" and, ~~support~~together, we are ~~provided~~committed to providing an engaging work environment centered on our values of:

•Do the Right Thing,

•Take Ownership,

•Empower Each Other,

•Celebrate Differences, and

•Give More than We Take.

Recruitment, Development and Retention

At the heart of our corporate culture lie our dedicated employees, who form the foundation of our organization, representing our most valuable assets. As of December 31, 2023, our workforce comprises 418 professionals. The majority of our talented team members are recruited and hired from the communities in which we operate, embodying our commitment to local engagement. To extend the scope of our talent acquisition efforts, we have implemented various initiatives, including college and high school internship programs. Our comprehensive approach encompasses a wide range of strategies, such as engaging with affinity associations, utilizing targeted job advertisements, employing sourcing software that emphasizes diversity criteria, and fostering employee referrals. These measures ensure that we continually attract and embrace a diverse pool of candidates. Furthermore, we recognize that internal mobility within our organization unlocks yet another great source of talent. By encouraging our current employees to expand their skills and take on new challenges, we tap into a rich reservoir of potential that enhances our workforce's capabilities and reinforces our corporate culture.

We offer leadership development programs and train on critical topics such as ethics, insider trading, anti-discrimination and harassment, cybersecurity, diversity, equality and inclusion, safety, and other Company policies. We provide professional development opportunities for One Team members and provide assistance and support to employees who are ~~working towards obtaining~~pursuing job-related licenses, ~~and relevant~~ certifications, ~~as well as~~and continuing education. ~~Opportunities to enroll in professional and technical education is also extended to all employees who are looking for ways to continue learning and growing with the Company.~~

Employee retention is ~~vital to maintaining~~essential for supporting a ~~robust~~positive culture and ~~cohesive~~productive workforce. ~~To that end, we provide compensation that~~Accordingly, we believe iswe offer competitive ~~with our peers~~compensation and ~~competitors, including a generous~~ benefits ~~package.~~packages. Benefits include medical, dental, and vision ~~healthcare benefits~~coverage for ~~all~~ employees and their ~~families; participation in a~~families, 401(k) or equivalent ~~plan~~plans with aCompany matching ~~contribution from us;~~opportunity; paid time-off or ~~equivalent;~~equivalent vacation; disability and life insurance; and, in years that the Company's performance meets certain goals, the ability to earn equity in the Company ~~that vests over four years. Our employees have an average tenure~~subject to applicable vesting periods.

Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Sustainability Report, both of ~~approximately 4.8 years and~~which can be found on our ~~leadership,~~website. Information on our website, including ~~Senior Vice President and above, have an average tenure of approximately 8.3 years.~~our Sustainability Report, is not incorporated by reference into this Annual Report.

Diversity, Equality and Inclusion (DE&I)

We believe that ~~much of our success is rooted in~~ the diversity of our ~~teams~~One Team and our ~~commitment~~dedication to ~~inclusion. This commitment starts at the top with~~inclusion are foundational to our highly skilled and diverse Board, comprised of individuals with a variety of backgrounds and experience. We strive to emulate this diversity throughout the Company as part of our ongoing commitment to diversity, equality and inclusion with our DE&I Policy.success. We continue ~~to expand our~~ DE&I ~~efforts around building~~training and learning sessions to build employee awareness and ~~understanding through various training requirements and learning opportunities. In 2022, we accomplished a 100% participation in our required~~action while also encouraging open discussion amongst colleagues. Our DE&I training and in 2023 hosted a variety of voluntary learning sessions around an array of DE&I topics (e.g., Generational Differences, and Allyship, Gender Equity, and Race Diversity), which supported employee self-reflection, engagement, and action throughout the year. In addition, we offer the option for employeesinitiatives are designed to ~~select a floating holiday that recognizes DE&I that is personally meaningful to them.~~

~~These~~ ~~learning opportunities aim to continue building~~enhance knowledge, ~~and~~deepen understanding, facilitate ~~open and safe~~ conversations ~~regarding~~on critical DE&I topics, ~~drive~~encourage inclusive ~~conversations with others,~~interactions, and ~~promote belonging in our hybrid environment.~~

We ~~perform~~cultivate a sense of belonging. In addition, we conduct pay equity ~~analysis each year~~analyses to help ensure ~~that regardless of gender, race, or ethnicity,~~equitable pay for employees who perform similar work under similar circumstances, ~~are paid similar wages.~~regardless of gender, race, or ethnicity.

~~Workforce Demographics~~Employee Health, Safety and Wellbeing

~~The following data is as of December 31, 2022~~We prioritize the health, safety, and ~~was gathered voluntarily from employees and reflects the information provided by the participating respondents. No employees identify as non-binary. We d~~efine Manager Level as employees that either supervise at least one team member or hold a title of Associate Director or above. We define Senior Officer Level as employees with a title of Senior Vice President or above. In addition to maintaining a diverse workforce, 36%wellbeing of our ~~Board~~team members. Our wellbeing program is designed to empower employees through a range of ~~Directors self-identify as women~~activities and ~~55% self-identify as racially~~educational initiatives that contribute to both their personal and professional development. In fostering a healthy work environment, we promote work-life balance by offering flexible schedules and providing discounted fitness programs, paid family leave, parental leave, onsite lactation rooms, an infant-at-work program, employee health fairs, and an employee assistance program, among other programs and services.

Government Regulation

General

Compliance with various governmental regulations has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions to comply with governmental regulations that are applicable to our business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property and the Americans with Disabilities Act of 1990, or ~~ethnically diverse.~~

*~~8 of 21 senior officers identify as women~~ADA. We believe that our properties generally have the necessary permits and approvals needed and are in compliance with applicable laws and regulations.

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~~Employee Engagement~~Environmental Matters

Investments in real property can create a potential for environmental liability. Federal, state and local environmental laws and regulations regulate releases of hazardous or toxic substances into the environment. While our tenants are generally primarily responsible for compliance with environmental laws and regulations, we as owner of property can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. We believe our focus on culture, employee engagement and inclusion has helped us mitigate the risk of losing key team members. To assess, analyze, and respond to employee sentiment and to ensure that we are doing all we can to foster engagement from a strategic perspective, we launched our first employee engagement survey in 2019. Every eighteen months, we conduct a comprehensive employee engagement survey. Our 2022 survey garnered over 96% employee participation. We continuously strive in our culture and work environment to create opportunities for engagement and improvement. Asface such our leaders develop focused action plans which address areas for enhanced engagement based on survey results in concert with feedback from their department team members. We intend to continue conducting employee engagement surveys every eighteen months.

We sponsor an active Team Building Committee comprised of volunteer-employees across numerous departments and seniority levels that organizes employee-driven, team-building events and activities to promote employee involvement, communication, and organizational continuity to foster strong interconnected relationships. We complement the Team Building Committee in supportliability regardless of our ~~ESG efforts with another volunteer-based, employee-driven Green Team~~knowledge of the contamination; the timing of the contamination; the cause of the contamination; or the party responsible for the contamination of the property. We have no knowledge of any hazardous substances existing on our properties in violation of any applicable laws; however, no assurance can be given that ~~works~~such substances are not currently located on ~~sustainability related matters at our office and in the community.~~

~~Employee Health, Safety and Wellbeing~~

~~We believe the health and wellbeing~~any of our ~~team members~~properties.

Some of our properties contain, have contained, or are ~~cornerstones~~adjacent to or near properties that contain or have contained storage tanks for ~~our successful operations. Our wellbeing program provides opportunities for our people~~petroleum products or that involve or involved the use of hazardous or toxic substances. Under certain laws and regulations, a current or previous owner, operator or tenant may be required to ~~participate in various activities~~investigate and ~~educational programs to enhance their personal~~clean-up hazardous or toxic substances or petroleum product releases or threats of releases, and professional lives. Our wellbeing model is to engage employees covering five pillars of wellness: Purpose, Social, Financial, Community, and Physical. We support a healthy work-life balance, by offering flexible work schedules, access to discounted fitness programs, on-site dry-cleaning pickup, car wash services, paid family leave, generous parental leave, lactation rooms, and an infant at work program for new parents. Employees also have accessmay be held liable to a ~~robust employee assistance program.~~

government entity or third parties for property damage and for investigation, clean-up and monitoring costs incurred by those parties in connection with actual or threatened contamination. These laws typically impose clean-up responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the contamination. The ~~COVID-19 pandemic prompted additional support needed~~liability may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to ~~our One Team. Upon our return to the office in March 2022, we took the following~~be incurred or actions to be undertaken, although a party held jointly and severally liable may seek ~~to assist our employees: we (i) implemented~~contributions from other identified, solvent, responsible parties for their fair share toward these costs. In addition, strict environmental laws regulate a ~~hybrid remote~~variety of activities that can occur on a property, including the storage of petroleum products or other hazardous or toxic substances, air emissions and in-person working arrangements which was determined by each department leader based on an individual's role; (ii) implemented and improved internal communications; (iii) provided resources to employees who were directly impacted by the COVID-19 pandemic (e.g., financial support, scheduling flexibility, and time off to employees to receive and recover from the COVID-19 vaccine and booster); and (iv) updated our business continuity plan.

~~Governance - Fiduciary Duties and Ethics~~

~~We believe in the importance of a company’s reputation~~water discharges. Such laws may impose fines or penalties for integrity and are committed to managing the Company for the benefit of our stockholders. We are focused on maintaining good corporate governance and have implemented the below practices that illustrate this commitment including, but are not limited to:violations.

•~~Our Board of Directors is currently comprised of 11 directors, 10 of whom are independent, non-employee directors;~~

•~~Our Board of Directors is elected on an annual basis with~~Environmental laws also govern asbestos-containing materials (“ACM”). Federal regulations require building owners and those exercising control over a ~~majority vote standard;~~

•~~Our directors conduct annual self-evaluations and participate in director orientation and continuing education programs;~~

•~~An enterprise risk~~building’s management ~~evaluation is conducted annually~~ to identify and ~~assess~~warn, through signs and labels, of potential hazards posed by workplace exposure to ACM in their building. The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM. Significant fines can be assessed for violation of these regulations, and we could be subject to lawsuits if personal injury from exposure to ACM occurs. Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. These laws may impose liability for improper handling or a release into the environment of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM. In addition, our ~~risk;~~

•~~Each standing committee~~properties may contain or develop harmful mold or other airborne contaminants. The presence of significant mold or other airborne contaminants at any of our ~~Board~~properties could require us to undertake a costly remediation to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. Further, the presence of ~~Directors is comprised entirely~~significant mold or other airborne contaminants could expose us to liability from our tenants, employees of ~~independent directors;~~our tenants or others if property damage or personal injury occurs.

Americans with Disabilities Act of 1990

Our properties are generally required to comply with ADA. The ADA has separate compliance requirements for “public accommodations” and

•~~We adhere~~ “commercial facilities,” but generally requires that buildings be made accessible to ~~all other corporate governance principles outlined in our Corporate Governance Guidelines. These guidelines,~~people with disabilities. Compliance with the ADA, as well as a number of additional federal, state and local laws and regulations, may require modifications to properties we currently own and any properties we purchase, or may restrict renovations of those properties. Noncompliance with these laws or regulations could result in fines or an award of damages to private litigants, as well as the incurrence of costs to make modifications to attain compliance. Although our ~~bylaws, committee charters~~tenants are generally responsible for compliance with the ADA and other ~~governance documents may~~similar laws or regulations, we could be ~~found~~held liable as the owner of the property for a failure of one of our tenants to comply with such laws or regulations. As of December 31, 2023, we have not received notice from any governmental authority, nor are we otherwise aware, of any non-compliance with the ADA that we believe would have a material adverse effect on our ~~website.~~business, financial position or results of operations.

Available Information

We ~~are committed to conducting~~maintain a corporate website at www.realtyincome.com. On our ~~business according to the highest ethical standards and upholding our corporate responsibilities as a public company operating for the benefit~~website we make available, free of charge, copies of our ~~stockholders. Our Board~~annual report on Form 10-K, quarterly reports on Form 10-Q, Form 3s, Form 4s, Form 5s, current reports on Form 8-K, and amendments to those reports, as soon as reasonably practicable after we electronically file these reports with the Securities and Exchange Commission (the "SEC"). None of Directors has adopted a Code of Business Ethics that applies to our directors, officers, and other employees. The Code of Business Ethics includes our commitment to dealing fairly with all of our clients, service providers, suppliers, and competitors. We require all employees to acknowledge the ~~terms of, and abide by, our Code of Business Ethics, which is also available~~information on our ~~website. Our employees have access~~website is deemed to ~~members~~be part of our Board of Directors to report anonymously, if desired, any suspicion of misconduct by any member of our senior management or executive team. Anonymous reporting is always available through our whistleblower hotline and reported to our Audit Committee quarterly.this report.

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PROPERTY PORTFOLIO INFORMATION

At December 31, ~~2022, our diversified portfolio consisted of:~~

•~~Owned~~2023, out of the 13,458 properties that we owned or held interests in, ~~12,237 properties;~~

•~~An occupancy rate of 99.0%, or 12,111~~13,265 properties ~~leased and 126 properties available for lease or sale;~~

•~~Clients doing business in 84 separate industries;~~

•~~Locations in all 50 U.S. states, Puerto Rico, the U.K.,Spain, and Italy;~~

•~~Approximately 236.8 million square feet of leasable space;~~

•~~A weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 9.5 years; and~~

•~~An average leasable space per property of approximately 19,350 square feet; approximately 13,000 square feet per retail property and approximately 234,100 square feet per industrial property.~~

~~At December 31, 2022, 12,111 properties~~ were vastly leased under net lease agreements. A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance. In addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients' gross sales above a specified level.

We define total portfolio annualized contractual rent as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables, ~~but excluding percentage rent and reimbursements from clients,~~ as of the balance sheet date, multiplied by 12, excluding percentage ~~rent.~~rent, interest income on loans and preferred equity investments, and including our pro rata share of such revenues from properties owned by unconsolidated joint ventures. We believe total portfolio annualized contractual ~~revenue~~rent is a useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter. Total portfolio annualized contractual rent has not been reduced to reflect reserves ~~and reserve reversals~~ recorded as adjustments to generally accepted accounting principles in the United States, ("U.S. ~~GAAP~~GAAP") rental revenue in the periods ~~presented and excludes unconsolidated entities.~~presented.

Top 10 Industry Concentrations

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Percentage of Total Portfolio Annualized Contractual Rent by Industry (1)
As of
Dec 31,
2022
Dec 31,
2021
Dec 31,
2020
Dec 31,
2019
Dec 31,
2018
Grocery stores 10.0% 10.2% 9.8% 7.9% 5.0%
Convenience stores 8.6 9.1 11.9 12.3 12.6
Dollar stores 7.4 7.5 7.6 7.9 7.3
Restaurants - quick service 6.0 6.6 5.3 5.8 6.3
Drug stores 5.7 6.6 8.2 8.8 9.4
Home improvement 5.6 5.1 4.3 2.9 2.8
Restaurants - casual dining 5.1 5.9 2.8 3.2 3.3
Health and fitness 4.4 4.7 6.7 7.0 7.1
Automotive service 4.0 3.2 2.7 2.6 2.2
General merchandise 3.7 3.7 3.4 2.5 2.1


	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	—	—	—

(1) The presentation of Top 10 Industry Concentrations combines total portfolio contractual rent from the U.S. and Europe. Europe consists of properties in the U.K., starting in May 2019, in Spain, starting in September 2021, ~~and~~ in Italy, starting in October ~~2022.~~2022, in Ireland, starting in June 2023, and in France, Germany, and Portugal, starting in December 2023.

Property Type Composition

The following table sets forth certain property type information regarding our property portfolio as of December 31, ~~2022~~2023 (dollars in thousands):


Property Type	Property Type	Number of Properties	Approximate Leasable Square Feet (1)	Total Portfolio Annualized Contractual Rent		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	11,872	154,779,800	$	2,794,814	81.9	%	Retail	13,053	179,880,600	$	3,304,177	81.8		81.8	%
Industrial	Industrial	327	76,546,800	453,571		13.3
Gaming		1	3,096,700	100,000		2.9
Other (2)		37	2,422,100	64,673		1.9
Gaming (2)
Other (3)
Totals	Totals	12,237	236,845,400	$	3,413,058	100.0	%	Totals	13,458	272,083,100	$	4,041,871	100.0		100.0	%


Maryland						33-0580106
(State or Other Jurisdiction of Incorporation or Organization)						(IRS Employer Identification Number)


Title of Each Class	Trading Symbol(s)	Name of 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	3
		~~The Company~~	3
		~~Recent Developments~~	4
		~~Dividend Policy~~	8
		~~Business Philosophy and Strategy~~	9
		~~Property Portfolio Information~~	16
		~~Forward-Looking Statements~~	212
	Item 1A:	Risk Factors	218
	Item 1B:	Unresolved Staff Comments	3622
	Item 1C :	Cybersecurity	22
	Item 2:	Properties	3623
	Item 3:	Legal Proceedings	3623
	Item 4:	Mine Safety Disclosures	3623
PART II
	Item 5:	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3623
	Item 6:	Reserved	3724
	Item 7:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	37
		~~General~~	37
		~~Liquidity and Capital Resources~~	37
		~~Results of Operations~~	43
		~~Funds from Operations Available to Common Stockholders (~~"~~FFO~~"~~) and Normalized Funds from Operations Available to Common Stockholders (~~"~~Normalized FFO~~")	54
		~~Adjusted Funds from Operations Available to Common Stockholders (~~"~~AFFO~~")	56
		~~Impact of Inflation~~	58
		~~Impact of Newly Adopted Accounting Standards~~	5825
	Item 7A:	Quantitative and Qualitative Disclosures About Market Risk	5844
	Item 8:	Financial Statements and Supplementary Data	6046
	Item 9:	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	~~105~~86
	Item 9A:	Controls and Procedures	~~106~~86
	Item 9B:	Other Information	~~107~~87
	Item 9C:	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	~~107~~87
PART III


	Item 10:	Directors, Executive Officers and Corporate Governance	~~107~~87
	Item 11:	Executive Compensation	~~107~~87
	Item 12:	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	~~107~~87
	Item 13:	Certain Relationships, Related Transactions and Director Independence	~~107~~87
	Item 14:	Principal Accounting Fees and Services	~~108~~87
PART IV
	Item 15:	Exhibits and Financial Statement Schedules	~~108~~88
	Item 16:	Form 10-K Summary	~~113~~94
SIGNATURES			~~114~~95


	Number of Properties	Leasable Square Feet (in thousands, unaudited)	Investment ($ in millions)		Weighted Average Lease Term (Years)	Initial Weighted Average Cash Lease Yield (1)
Year ended December 31, 2022 (2)
Acquisitions - U.S.	990	15,774	$	5,746.4	19.3	6.0	%
Acquisitions - Europe	94	11,179	2,441.3		8.9	6.0	%
Total acquisitions	1,084	26,953	$	8,187.7	16.3	6.0	%
Properties under development (3)	217	5,500	807.6		15.0	5.3	%
Total (4)	1,301	32,453	$	8,995.3	16.2	5.9	%


Three months ended December 31, ~~2022~~2023
Properties available for lease at September 30, ~~2022~~2023			~~131~~159
Lease expirations (1)			~~185~~266
Re-leases to same client			~~(151)~~(164)
Re-leases to new client			~~(9)~~(26)
Vacant dispositions			~~(30)~~(42)
Properties available for lease at December 31, 2023			193

Lease expirations (1)			984
~~Year ended December 31, 2022~~Re-leases to same client			(750)
Re-leases to new client			(51)
Vacant dispositions			(116)
Properties available for lease at December 31, ~~2021~~2023			~~164~~193
~~Lease expirations~~ ~~(1)~~			~~719~~
~~Re-leases to same client~~			~~(571)~~
~~Re-leases to new client~~			~~(34)~~
~~Vacant dispositions~~			~~(152)~~
~~Properties available for lease at December 31, 2022~~			~~126~~


	Years ended December 31,
	2022		2021		% Increase
Total revenue	$	3,343.7	$	2,080.5	60.7	%
Net income available to common stockholders (1)	$	869.4	$	359.5	141.8	%
Net income per share (2)	$	1.42	$	0.87	63.2	%
Funds from operations ("FFO") available to common stockholders	$	2,471.9	$	1,240.6	99.3	%
FFO per share (2)	$	4.04	$	2.99	35.1	%
Normalized funds from operations ("Normalized FFO") available to common stockholders	$	2,485.8	$	1,408.0	76.5	%
Normalized FFO per share (2)	$	4.06	$	3.39	19.8	%
Adjusted funds from operations ("AFFO") available to common stockholders	$	2,401.4	$	1,488.8	61.3	%
AFFO per share (2)	$	3.92	$	3.59	9.2	%


	Price Per Share of Common Stock
	High		Low		Distributions Declared (1)
2022
First Quarter	$	72.55	$	63.90	$	0.7400
Second Quarter	75.40		62.29		0.7415
Third Quarter	75.11		57.61		0.7430
Fourth Quarter	66.44		55.50		0.7445
Total					$	2.9690
2021
First Quarter	$	64.60	$	57.00	$	0.7040
Second Quarter	71.84		63.64		0.7055
Third Quarter	72.75		64.86		0.7070
Fourth Quarter	74.60		64.98		0.7285
Total					$	2.8450


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share
October 1, 2022 — October 31, 2022	9,514	$	55.58
November 1, 2022 — November 31, 2022	1,464	$	64.52
December 1, 2022 — December 31, 2022	1,547	$	63.39
Total	12,525	$	57.59


Year of Maturity	Principal


2024	$	850
2025	1,050
2026	1,575
2027	1,983
Thereafter	8,656
Totals	$	14,114


2022 Issuances	Date of Issuance	Maturity Date	Principal amount used		Price of par value		Effective yield to maturity
1.875% Notes	January 2022	January 2027	£	250	99.487	%	1.974	%
2.500% Notes	January 2022	January 2042	£	250	98.445	%	2.584	%
3.160% Notes	June 2022	June 2030	£	140	100.000	%	3.160	%
3.180% Notes	June 2022	June 2032	£	345	100.000	%	3.180	%
3.390% Notes	June 2022	June 2037	£	115	100.000	%	3.390	%
5.625% Notes	October 2022	October 2032	$	750	99.879	%	5.641	%


Net income available to common stockholders	Net income available to common stockholders	$	869,408	Net income available to common stockholders	$	872,309
Plus: interest expense, excluding the amortization of deferred financing costs	Plus: interest expense, excluding the amortization of deferred financing costs	451,629		Plus: interest expense, excluding the amortization of deferred financing costs	703,883
Less: gain on extinguishment of debt		(367)
Plus: provision for taxes	Plus: provision for taxes	45,183		Plus: provision for taxes	52,021
Plus: depreciation and amortization	Plus: depreciation and amortization	1,670,389		Plus: depreciation and amortization	1,895,177
Plus: provisions for impairment	Plus: provisions for impairment	25,860		Plus: provisions for impairment	82,208
Plus: pro forma adjustments	Plus: pro forma adjustments	318,394		Plus: pro forma adjustments	360,009
Less: gain on sales of real estate	Less: gain on sales of real estate	(102,957)

Income available for debt service, as defined	Income available for debt service, as defined	$	3,277,539	Income available for debt service, as defined	$	3,939,940

Total pro forma debt service charge	Total pro forma debt service charge	$	624,301	Total pro forma debt service charge	$	837,945

Debt service and fixed charge coverage ratio	Debt service and fixed charge coverage ratio	5.2		Debt service and fixed charge coverage ratio	4.7x


Year due		Credit Facility and Commercial Paper Programs (1)		Senior Unsecured Notes and Bonds (2)		$250.0 million 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
2023		$	701.8	$	—	$	—	$	22.0	$	591.5	$	10.6	$	31.2	$	607.4	$	1,964.5
	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	—		850.0		250.0		740.5		571.1		13.3		30.7		19.8		2,475.4
2025	2025	—		1,050.0		—		42.0		505.9		11.5		30.0		—		1,639.4
2026	2026	2,027.2		1,575.0		—		12.0		416.6		17.2		29.2		0.8		4,078.0
2027	2027	—		1,983.1		—		22.3		327.7		8.9		26.3		—		2,368.3
2028
Thereafter	Thereafter	—		8,656.1		—		3.5		1,520.3		287.6		264.5		—		10,732.0
Totals	Totals	$	2,729.0	$	14,114.2	$	250.0	$	842.3	$	3,933.1	$	349.1	$	411.9	$	628.0	$	23,257.6


	Years ended December 31,					Increase
		2022		2021		2020		2022 versus 2021		2021 versus 2020
REVENUE
Rental (excluding reimbursable)		$	3,114,975	$	1,960,107	$	1,560,171	$	1,154,868	$	399,936
Rental (reimbursable)		184,682		104,851		79,362		$	79,831	$	25,489
Other		44,024		15,505		7,554		$	28,519	$	7,951
Total revenue		$	3,343,681	$	2,080,463	$	1,647,087	$	1,263,218	$	433,376


			Years ended December 31,				Increase/(Decrease)
	Number of Properties	Square Footage (1)	2022		2021		$ Change
Properties acquired during 2022 & 2021	2,314	53,632,497	$	550,676	$	134,652	$	416,024
Same store rental revenue(2)	9,615	167,391,055	2,453,030		2,410,302		42,728
Orion Divestiture(3)	92	10,093,123	430		154,444		(154,014)
Constant currency adjustment(4)	N/A	N/A	4,483		18,020		(13,537)
Properties sold during and prior to 2022	426	9,771,221	18,465		57,659		(39,194)
Straight-line rent and other non-cash adjustments	N/A	N/A	20,778		20,711		67
Vacant rents, development and other (5)	308	7,257,983	55,903		52,341		3,562
Other excluded revenue (6)	N/A	N/A	11,210		10,551		659
Less: VEREIT rental revenue (7)	N/A	N/A	—		(898,573)		898,573
Totals			$	3,114,975	$	1,960,107	$	1,154,868


			Gain (Loss) on Extinguishment of Debt
2021 Repayments	Principal Amount (1)		Amount of Loss		Period Recognized
4.650% notes due August 2023 redeemed in December 2021	$	750.0	$	46.4	December 31, 2021
Mortgage due June 2022 redeemed in October 2021	$	9.6	$	0.3	December 31, 2021
Mortgage due June 2032 redeemed in September 2021	$	12.5	$	4.0	September 30, 2021
3.250% notes due October 2022 redeemed in January 2021	$	950.0	$	46.5	March 31, 2021
Total 2021 repayments			$	97.2

2020 Repayments
5.750% notes due January 2021 redeemed in January 2020	$	250.0	$	9.8	March 31, 2020


	Years ended December 31,					% Increase/(Decrease)
		2022		2021		2020		2022 versus 2021		2021 versus 2020
Net income available to common stockholders		$	869.4	$	359.5	$	395.5	141.8	%	(9.1)	%
Net income per share (1)		$	1.42	$	0.87	$	1.14	63.2	%	(23.7)	%


		Three months ended December 31,
		2022			2021			2020
	Three months ended December 31,															Three months ended December 31,
	2023													2023			2022
Net income	Net income	$	228,336		$	4,467		$	118,150
Interest	Interest	131,290			100,739			78,764
Loss on extinguishment of debt	Loss on extinguishment of debt	—			46,722			—
Income taxes	Income taxes	9,381			10,128			4,500
Depreciation and amortization	Depreciation and amortization	438,174			333,229			175,041
Provisions for impairment	Provisions for impairment	9,481			7,990			23,790
Merger and integration-related costs	Merger and integration-related costs	903			137,332			—
Gain on sales of real estate	Gain on sales of real estate	(9,346)			(20,402)			(22,667)
Foreign currency and derivative gains, net		(2,692)			(1,880)			(3,311)
Foreign currency and derivative loss (gain), net
Gain on settlement of foreign currency forwards	Gain on settlement of foreign currency forwards	2,139			—			—
Proportionate share of adjustments for unconsolidated entities		113			1,581			—
Proportionate share of adjustments from unconsolidated entities
Quarterly Adjusted EBITDAre	Quarterly Adjusted EBITDAre	$	807,779		$	619,906		$	374,267
Annualized Adjusted EBITDAre (1)	Annualized Adjusted EBITDAre (1)	$	3,231,116		$	2,479,624		$	1,497,068
Annualized Pro Forma Adjustments	Annualized Pro Forma Adjustments	$	119,876		$	358,560		$	25,910
Annualized Pro Forma Adjusted EBITDAre	Annualized Pro Forma Adjusted EBITDAre	$	3,350,992		$	2,838,184		$	1,522,978
Total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts	Total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts	$	17,935,539		$	15,172,849		$	8,852,036
Proportionate share for unconsolidated entities debt, excluding deferred financing costs		—			86,006			—
Proportionate share of unconsolidated entities debt, excluding deferred financing costs
Less: Cash and cash equivalents	Less: Cash and cash equivalents	(171,102)			(258,579)			(824,476)
Net Debt (2)	Net Debt (2)	$	17,764,437		$	15,000,276		$	8,027,560

Net Debt/Annualized Adjusted EBITDAre		5.5		x	6.0		x	5.4		x
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	5.3		x	5.3		x	5.3		x	Net Debt/Annualized Pro Forma Adjusted EBITDAre	5.5	x		5.3	x


	Three months ended December 31,
Dollars in thousands	2022		2021		2020
Annualized pro forma adjustments from properties acquired or stabilized	$	120,408	$	400,575	$	27,431
Annualized pro forma adjustments from properties disposed	(532)		(42,015)		(1,521)
Annualized Pro forma Adjustments	$	119,876	$	358,560	$	25,910


Year of Principal Due	Fixed rate debt		Weighted average rate on fixed rate debt		Variable rate debt		Weighted average rate on variable rate debt
2023	$	22.0	4.44	%	$	701.8	3.41	%
2024	1,840.5		4.48		—		—
2025	1,092.0		4.23		—		—
2026	1,587.0		3.72		2,027.2		3.65
2027	2,005.4		2.68		—		—
Thereafter	8,659.6		3.27		—		—
Totals (1)	$	15,206.5	3.46	%	$	2,729.0	3.59	%
Fair Value (2)	$	13,583.2			$	2,729.0


A.			Reports of Independent Registered Public Accounting Firm

B.			Consolidated Balance Sheets, December 31, 202 23 and 202 12

C.			Consolidated Statements of Income and Comprehensive Income, Years ended December 31, ~~2022, 2021,~~202 3 , 202 2 , and ~~2020~~202 1

D.			Consolidated Statements of Equity, Years ended December 31, 202 23 , 202 12 , and 20 ~~2020~~21

E.			Consolidated Statements of Cash Flows, Years ended December 31, 202 23 , 202 12 , and 20 ~~2020~~21

F.			Notes to Consolidated Financial Statements

G.			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.


	December 31, 2022		December 31, 2021
ASSETS
Real estate held for investment, at cost:
Land	$	12,948,835	$	10,753,750
Buildings and improvements	29,707,751		25,155,178
Total real estate held for investment, at cost	42,656,586		35,908,928
Less accumulated depreciation and amortization	(4,904,165)		(3,949,798)
Real estate held for investment, net	37,752,421		31,959,130
Real estate and lease intangibles held for sale, net	29,535		30,470
Cash and cash equivalents	171,102		258,579
Accounts receivable, net	567,963		426,768
Lease intangible assets, net	5,168,366		5,275,304
Goodwill	3,731,478		3,676,705
Investment in unconsolidated entities	—		140,967
Other assets, net	2,252,227		1,369,579
Total assets	$	49,673,092	$	43,137,502

LIABILITIES AND EQUITY
Distributions payable	$	165,710	$	146,919
Accounts payable and accrued expenses	399,137		351,128
Lease intangible liabilities, net	1,379,436		1,308,221
Other liabilities	774,787		759,197
Line of credit payable and commercial paper	2,729,040		1,551,376
Term loan, net	249,755		249,557
Mortgages payable, net	853,925		1,141,995
Notes payable, net	14,278,013		12,499,709
Total liabilities	20,829,803		18,008,102
Commitments and contingencies
Stockholders’ equity:
Common stock and paid in capital, par value $0.01 per share, 1,300,000,000 and 740,200,000 shares authorized, 660,300,195 and 591,261,991 shares issued and outstanding as of December 31, 2022, and 2021, respectively	34,159,509		29,578,212
Distributions in excess of net income	(5,493,193)		(4,530,571)
Accumulated other comprehensive income	46,833		4,933
Total stockholders’ equity	28,713,149		25,052,574
Noncontrolling interests	130,140		76,826
Total equity	28,843,289		25,129,400
Total liabilities and equity	$	49,673,092	$	43,137,502


	Shares of common stock	Common stock and paid in capital		Distributions in excess of net income		Accumulated other comprehensive income (loss)		Total stockholders’ equity		Noncontrolling interests		Total equity
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)		—
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
Net income	—	—		359,456		—		359,456		1,291		360,747
Other comprehensive income	—	—		—		59,567		59,567		—		59,567
Shares issued in merger	162,043,548	11,556,715		—		—		11,556,715		3,160		11,559,875
Orion Divestiture	—	(1,140,769)		—		—		(1,140,769)		(1,352)		(1,142,121)
Distributions paid and payable	—	—		(1,230,094)		—		(1,230,094)		(1,868)		(1,231,962)
Share issuances, net of costs	67,777,279	4,453,953		—		—		4,453,953		—		4,453,953
Contributions by noncontrolling interests	—	—		—		—		—		43,390		43,390
Reallocation of equity	—	42		—		—		42		(42)		—
Share-based compensation, net	137,719	8,221		—		—		8,221		—		8,221
Balance, December 31, 2021	591,261,991	$	29,578,212	$	(4,530,571)	$	4,933	$	25,052,574	$	76,826	$	25,129,400
Net income	—	—		869,408		—		869,408		3,008		872,416
Other comprehensive income	—	—		—		41,900		41,900		—		41,900
Distributions paid and payable	—	—		(1,832,030)		—		(1,832,030)		(4,125)		(1,836,155)
Contributions by noncontrolling interests	—	—		—		—		—		51,221		51,221
Share issuance, net of costs	68,875,984	4,570,766		—		—		4,570,766		—		4,570,766
Reallocation of equity	—	(3,210)		—		—		(3,210)		3,210		—
Share-based compensation, net	162,220	13,741		—		—		13,741		—		13,741
Balance, December 31, 2022	660,300,195	$	34,159,509	$	(5,493,193)	$	46,833	$	28,713,149	$	130,140	$	28,843,289


	December 31, 2023		December 31, 2022
ASSETS
Real estate held for investment, at cost:
Land	$	14,929,310	$	12,948,835
Buildings and improvements	34,657,094		29,707,751
Total real estate held for investment, at cost	49,586,404		42,656,586
Less accumulated depreciation and amortization	(6,072,118)		(4,904,165)
Real estate held for investment, net	43,514,286		37,752,421
Real estate and lease intangibles held for sale, net	31,466		29,535
Cash and cash equivalents	232,923		171,102
Accounts receivable, net	710,536		543,237
Lease intangible assets, net	5,017,907		5,168,366
Goodwill	3,731,478		3,731,478
Investment in unconsolidated entities	1,172,118		—
Other assets, net	3,368,643		2,276,953
Total assets	$	57,779,357	$	49,673,092

LIABILITIES AND EQUITY
Distributions payable	$	195,222	$	165,710
Accounts payable and accrued expenses	738,526		399,137
Lease intangible liabilities, net	1,406,853		1,379,436
Other liabilities	811,650		774,787
Line of credit payable and commercial paper	764,390		2,729,040
Term loan, net	1,331,841		249,755
Mortgages payable, net	821,587		853,925
Notes payable, net	18,602,319		14,278,013
Total liabilities	24,672,388		20,829,803
Commitments and contingencies (Note 20)
Stockholders’ equity:
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	39,629,709		34,159,509
Distributions in excess of net income	(6,762,136)		(5,493,193)
Accumulated other comprehensive income	73,894		46,833
Total stockholders’ equity	32,941,467		28,713,149
Noncontrolling interests	165,502		130,140
Total equity	33,106,969		28,843,289
Total liabilities and equity	$	57,779,357	$	49,673,092


	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


			Years ended December 31,
			2022
			U.S.		U.K.		Other (1)		Total
		Years ended December 31,											Years ended December 31,
		2023											2023
		U.S.									U.S.	U.K.	Other (1)	Total
Retail	Retail		$	2,455.9	$	243.3	$	30.9	$	2,730.1
Industrial	Industrial		465.2		30.2		—		495.4
Other (2)	Other (2)		74.2		—		—		74.2
Rental (including reimbursable)	Rental (including reimbursable)		$	2,995.3	$	273.5	$	30.9	$	3,299.7
Other revenue	Other revenue								44.0
Total revenue	Total revenue								$	3,343.7

			2021
			U.S.		U.K.		Other (1)		Total
			2022
			2022
			2022
		U.S.									U.S.	U.K.	Other (1)	Total
Retail	Retail		$	1,566.7	$	138.9	$	4.2	$	1,709.8
Industrial	Industrial		261.5		9.6		—		$	271.1
Other (2)	Other (2)		84.1		—		—		$	84.1
Rental (including reimbursable)	Rental (including reimbursable)		$	1,912.3	$	148.5	$	4.2	$	2,065.0
Other revenue	Other revenue								15.5
Total revenue	Total revenue								$	2,080.5

			2020
			U.S.		U.K.		Other (1)		Total
			2021
			2021
			2021
		U.S.									U.S.	U.K.	Other (1)	Total
Retail	Retail		$	1,312.5	$	55.9	$	—	$	1,368.4
Industrial	Industrial		184.6		1.3		—		185.9
Other (2)	Other (2)		85.2		—		—		85.2
Rental (including reimbursable)	Rental (including reimbursable)		$	1,582.3	$	57.2	$	—	$	1,639.5
Other revenue	Other revenue								7.6
Total revenue	Total revenue								$	1,647.1


	As of December 31,
	2022								2021
	U.S.		U.K.		Other (1)		Total		U.S.		U.K.		Other (1)		Total
Long-lived assets	$	33,685.6	$	4,596.1	$	582.7	$	38,864.4	$	29,323.8	$	3,206.6	$	314.3	$	32,844.7
Remaining assets							10,808.7								10,292.8
Total assets							$	49,673.1							$	43,137.5


~~Shares of VEREIT common stock and VEREIT OP common units exchanged~~ ~~(1)~~	~~229,304,035~~
~~Exchange Ratio~~	~~0.705~~
	~~161,659,345~~
~~Less: Fractional shares settled in cash~~	~~(1,545)~~
~~Shares of Realty Income common stock and Realty Income L.P. units issued~~	~~161,657,800~~
~~Adjusted opening price of Realty common stock on November 1, 2021~~ ~~(2)~~	$	~~71.236~~
~~Fair value of Realty common stock issued to former holders of VEREIT common stock and VEREIT OP common units~~	$	~~11,515,855~~
~~Fair value of VEREIT's equity-based compensation awards attributable to pre-combination services~~ ~~(3)~~	~~44,020~~
~~Total non-cash consideration~~	$	~~11,559,875~~
~~Cash paid for fractional shares~~	~~110~~
~~VEREIT indebtedness paid off in connection with the merger~~ ~~(4)~~	~~500,414~~
~~Consideration transferred~~	$	~~12,060,399~~


	~~As of November 1, 2021~~
~~ASSETS~~
~~Land~~	$	~~3,021,906~~
~~Buildings~~	~~8,677,467~~
~~Total real estate held for investment~~	~~11,699,373~~
~~Cash and cash equivalents~~	~~128,411~~
~~Accounts receivable~~	~~53,355~~
~~Lease intangible assets~~ ~~(1)~~	~~3,204,773~~
~~Goodwill~~	~~3,717,620~~
~~Investment in unconsolidated entities~~	~~175,379~~
~~Other assets~~	~~308,910~~
~~Total assets acquired~~	$	~~19,287,821~~

~~LIABILITIES~~
~~Accounts payable and accrued expenses~~	$	~~139,836~~
~~Lease intangible liabilities~~ ~~(2)~~	~~949,349~~
~~Other liabilities~~	~~320,893~~
~~Mortgages payable~~	~~869,027~~
~~Notes payable~~	~~4,946,965~~
~~Total liabilities assumed~~	$	~~7,226,070~~
~~Net assets acquired, at fair value~~	$	~~12,061,751~~

~~Noncontrolling interests~~	$	~~1,352~~
~~Total purchase price~~	$	~~12,060,399~~


	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, 2022		December 31, 2021
	Straight-line rent receivables, net	$	363,993	$	231,943
	Client receivables, net	203,970		194,825
		$	567,963	$	426,768


B.	Lease intangible assets, net, consist of the following at:	December 31, 2022		December 31, 2021
	In-place leases	$	5,324,565	$	4,791,846
	Accumulated amortization of in-place leases	(1,409,878)		(804,050)
	Above-market leases	1,697,367		1,591,382
	Accumulated amortization of above-market leases	(443,688)		(303,874)
		$	5,168,366	$	5,275,304


C.	Other assets, net, consist of the following at:	December 31, 2022		December 31, 2021
	Financing receivables	$	933,116	$	323,921
	Right of use asset - operating leases, net	603,097		631,515
	Right of use asset - financing leases	467,920		218,332
	Derivative assets and receivables – at fair value	83,100		29,593
	Restricted escrow deposits	37,627		68,541
	Prepaid expenses	28,128		18,062
	Impounds related to mortgages payable	18,152		5,249
	Credit facility origination costs, net	17,196		4,352
	Corporate assets, net	12,334		10,915
	Investment in sales type lease	5,951		7,492
	Non-refundable escrow deposits	5,667		28,560
	Note receivable	—		4,455
	Other items	39,939		18,592
		$	2,252,227	$	1,369,579