O Realty Income Corporation

Issuer:

Realty Income Corporation (the “Company”)

Trade Date:

July 6, 2020

Anticipated Ratings(1):

A3 by Moody’s Investors Service, Inc. (stable outlook)

A- by Standard & Poor’s Ratings Group (stable outlook)

BBB+ by Fitch Ratings (stable outlook)

Expected Settlement Date:

July 16, 2020 (T+8)

Delayed Settlement:

The Company expects that the delivery of the notes will be made against payment therefor on or about the settlement date specified above, which will be the 8th business day following the date of this pricing term sheet. Under rules of the Securities and Exchange Commission, trades in the secondary market generally are required to settle in two business days, unless the parties to that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes before the second business day prior to the settlement date specified above will be required, by virtue of the fact that the normal settlement date for that trade would occur prior to the closing date for the issuance of the notes, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement, and should consult their own advisors with respect to these matters.

Net Proceeds:

Approximately $376.6 million after deducting the underwriting discount but before deducting other estimated expenses payable by the Company and excluding approximately $31,597.22 (assuming the settlement date for this offering occurs on July 16, 2020) payable to the Company in

respect of interest accrued on the notes offered hereby for the period from and including July 15, 2020 to but excluding the settlement date for this offering.

Use of Proceeds:

The Company intends to use the net proceeds it receives from this offering to increase its liquidity by repaying borrowings outstanding under its $3.0 billion revolving credit facility and, to the extent not used for that purpose, to fund potential investment opportunities and for other general corporate purposes. As of July 1, 2020, the Company had approximately $628.6 million of outstanding borrowings under its revolving credit facility (including approximately £329.5 million of GBP-denominated borrowings). As of July 1, 2020, the Company had a total of approximately $74.0 million in cash and cash equivalents, and a $300 million term deposit maturing on July 24, 2020. For information concerning potential conflicts of interest that may arise from the Company’s use of proceeds to repay borrowings under its $3.0 billion revolving credit facility, see “Underwriting (Conflicts of Interest)—Other Relationships” and “Underwriting (Conflicts of Interest)—Conflicts of Interest” in the Preliminary Prospectus Supplement.

Security:

3.250% Notes due 2031 (the “notes”)

Principal Amount:

$350,000,000

Maturity Date:

January 15, 2031

Interest Rate:

3.250% per annum, accruing from July 15, 2020

Interest Payment Dates:

January 15 and July 15, commencing January 15, 2021. The settlement date of this offering will be after July 15, 2020 and, as a result, investors will not be entitled to receive any payment of interest on July 15, 2020 on the notes they purchase in this offering.

Price to Public:

108.241%, plus accrued interest from and including July 15, 2020 to but excluding the settlement date, which accrued interest totals approximately $31,597.22 (assuming the settlement date is July 16, 2020). Such accrued interest must be paid by the purchasers of the notes offered hereby.

Spread to Benchmark Treasury:

+165 basis points

Benchmark Treasury:

0.625% due May 15, 2030

Benchmark Treasury Price/Yield:

99-12 / 0.691%

Reoffer Yield:

2.341%

Optional Redemption:

Prior to October 15, 2030 (the “Par Call Date”), the notes will be redeemable at any time in whole or from time to time in part at the option of the Company at a redemption price equal to the greater of: (a) 100% of the principal amount of the notes to be redeemed, and (b) the sum of the present values of the remaining scheduled payments of principal of and interest on the notes to be redeemed (exclusive of interest accrued to the applicable redemption date), assuming that the notes matured and that accrued and unpaid interest on the notes was payable on the Par Call