O: Leadership change

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 3, 2026, the Compensation and Talent Committee (the “Committee”) of the Board of Directors of Realty Income Corporation (the “Company”) adopted the Realty Income 2026 Promote Award Plan (the “Plan”), pursuant to which certain employees of the Company and its direct or indirect subsidiaries (together, the “Company Group”), including our named executive officers, will be eligible to receive bonus awards based on the incentive allocation received by the Company Group with respect to certain investment funds, joint ventures and other investment vehicles sponsored, advised or managed by the Company Group that are designated by the Committee (each, a “Designated Fund/JV”). The purpose of the Plan is to attract, retain and incentivize certain executives and other employees of the Company Group who contribute to the investment management activities of the Company Group with respect to the Designated Funds/JVs and to promote the long-term interests of the Company and its stockholders by linking a portion of their compensation to the incentive allocation generated by the applicable Designated Fund/JV. The material terms of the Plan are described below. Eligibility and Administration. Employees of the Company Group who directly or indirectly provide services to or for the benefit of a Designated Fund/JV, as determined by the Committee, are eligible to be selected to participate in the Plan. The Plan is administered by the Committee, which may delegate its responsibilities under the Plan to one or more officers of the Company and/or one or more members of the Committee or the Board of Directors, subject to applicab