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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Item 8.01 Other Events
Filing of Shelf Registration Statement and Prospectus Supplements
On February 16, 2024, Realty Income Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3 (File No. 333-277150) (the “Registration Statement”), which became immediately effective upon filing.
On February 16, 2024, the Company also filed with the SEC a prospectus supplement, dated February 16, 2024, to the prospectus included in the Registration Statement in connection with the Company’s existing Dividend Reinvestment and Stock Purchase Plan (the “DRIP prospectus supplement”).
On February 16, 2024, the Company also filed with the SEC a prospectus supplement, dated February 16, 2024, to the prospectus included in the Registration Statement in connection with the offer and sale from time to time of up to 1,738,767 shares of common stock, par value $0.01 per share, of the Company by selling stockholders which may receive such shares upon redemption of units of limited partnership interest in Realty Income, L.P (the “Unit Exchange prospectus supplement”).
In connection with the filing of the DRIP prospectus supplement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Venable LLP, regarding the validity of the securities being registered under the DRIP prospectus supplement. In connection with the filing of the Unit Exchange prospectus supplement, the Company is filing as Exhibit 5.2 hereto an opinion of its counsel, Venable LLP, regarding the validity of the securities being registered under the Unit Exchange prospectus supplement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 5.1 | Opinion of Venable LLP. |
| 5.2 | Opinion of Venable LLP. |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1) |
| 23.2 | Consent of Venable LLP (included in Exhibit 5.2) |
| 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: February 16, 2024 | REALTY INCOME CORPORATION | |
| By: | ||
| /s/ Bianca Martinez | ||
| Bianca Martinez | ||
| Senior Vice President, Associate General Counsel and Assistant Secretary | ||