Management Change/Compensation Form 8 K

5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

Deferred Compensation Plan

On November 25, 2024, Realty Income Corporation (the "Company") approved the Realty Income Corporation Deferred Compensation Plan (the "Plan"), which shall be effective December 1, 2024. The Plan is a non-qualified deferred compensation plan that allows eligible executives selected by the Company and non-employee members of the Company's board of directors ("non-employee directors") to defer receipt of taxable income and thereby defer income taxes and assist in saving for retirement. Under the Plan, each eligible executive, which includes the Company's named executive officers, and non-employee director is permitted to elect to defer receipt of a portion (up to 75%) of his or her base compensation and up to 100% of his or her bonus, commission, director retainer, equity awards and other compensation. Amounts deferred under the Plan are credited to one or more accounts under the Plan and cash amounts are notionally invested in investments selected by the applicable participant from among those the Plan administrator offers, and the account is credited with the gains or losses from such investment. The Plan is "unfunded," which means there are no specific assets set aside by the Company in connection with the Plan. Upon the distribution date specified in the Plan (generally a specified date or the date of such participant's separation from service), the amount in such participant's account is paid either in a single lump sum or in equal annual installments over a period of up to (x) five years in the event of distributions payable on a specified date or (y) ten years, in the event of distributions payable following a separation from service, in each case, based on the payment election made by the participant at the time the payment was initially deferred.

The above summary of the Plan is qualified in its entirety by reference to the full text of the Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.