United States
Securities and Exchange Commission
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
Updated United States Federal Income Tax Considerations
The discussion under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 hereto supersedes and replaces the discussion under the heading “United States Federal Income Tax Considerations” in the prospectus dated February 16, 2024, which is part of the Registration Statement on Form S-3 (File No. 333-277150) filed by Realty Income Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on February 16, 2024 and which is also attached to (a) each of two prospectus supplements dated February 16, 2024, filed by the Company with the SEC on February 16, 2024, (b) the prospectus supplement dated February 22, 2024, filed by the Company with the SEC on February 23, 2024, (c) the prospectus supplement dated August 19, 2024, filed by the Company with the SEC on August 20, 2024, (d) the prospectus supplement dated August 27, 2024, filed by the Company with the SEC on August 28, 2024, (e) the prospectus supplement dated April 1, 2025, filed by the Company with the SEC on April 2, 2025, and (f) the prospectus supplement dated June 11, 2025, filed by the Company with the SEC on June 12, 2025, in each case pursuant to Rule 424(b) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Updated United States Federal Income Tax Considerations |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 15, 2025 | REALTY INCOME CORPORATION | |
| By: | /s/ BIANCA MARTINEZ | |
| Bianca Martinez | ||
| Senior Vice President, Associate General Counsel and Assistant Secretary | ||