Realty Income said it entered into a Sales Agreement on February 22, 2024 with Robert W. Baird & Co. Incorporated and other agents, allowing it to sell up to 120,000,000 shares of common stock, par value $0.01 per share, from time to time.

1. 01

   Realty Income said it entered into a Sales Agreement on February 22, 2024 with Robert W. Baird & Co. Incorporated and other agents, allowing it to sell up to 120,000,000 shares of common stock, par value $0.01 per share, from time to time.

2. 02

   The company said it may enter into separate Forward Sale Agreements with forward purchasers and currently expects to fully physically settle each one. It also said that if it elects cash settlement or net share settlement, it may receive no proceeds.

3. 03

   The company said commissions paid to agents and forward sellers will be at mutually agreed rates not exceeding 2.0% of the gross sales price. It said sales that may constitute distributions under Rule 100 of Regulation M, or sales to agents as principal under a Terms Agreement, may exceed 2.0%.

4. 04

   Realty Income said the existing at-the-market program agreement was terminated on August 4, 2023, concurrently with the new agreement. It said 43,329,770 of the 120,000,000 shares available for sale under that program were sold. The company said it plans to use the net proceeds for general corporate purposes, including repaying or repurchasing debt and acquiring or developing properties.

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