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S-3 424B5 EX-FILING FEES 333-277150 0000726728 REALTY INCOME CORP N/A Y Y N N 0000726728 2025-11-06 2025-11-06 0000726728 1 2025-11-06 2025-11-06 0000726728 1 2025-11-06 2025-11-06 0000726728 2 2025-11-06 2025-11-06 0000726728 3 2025-11-06 2025-11-06 0000726728 4 2025-11-06 2025-11-06 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-3

REALTY INCOME CORP

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, $0.01 par value per share Other 150,000,000 $ 56.37 $ 8,454,750,000.00 0.0001381 $ 1,167,600.97
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 8,454,750,000.00

$ 1,167,600.97

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 418,085.44

Net Fee Due:

$ 749,515.53

Offering Note

1

This estimate is made pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purposes of calculating the registration fee, and is based on a price of $56.37 per share, which represents the average high and low prices per share of the registrant's common stock, par value $0.01 per share ("common stock") as reported on the New York Stock Exchange on November 6, 2025.

Table 2: Fee Offset Claims and Sources ☐Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims 1 REALTY INCOME CORP S-3 333-257510 06/29/2021 $ 12,023.85 Equity Common Stock, $0.01 par value per share 1,805,698
Fee Offset Claims 2 REALTY INCOME CORP S-3 333-277150 02/16/2024 $ 406,061.59 Equity Common Stock, $0.01 par value per share 54,966,949
Fee Offset Sources 3 REALTY INCOME CORP S-3 333-257510 08/07/2023 $ 690,926.06
Fee Offset Sources 4 REALTY INCOME CORP S-3 333-277150 02/23/2024 $ 406,061.59

Rule 457(p) Statement of Withdrawal, Termination, or Completion:

1

The registrant previously registered an aggregate of 120,000,000 shares of common stock pursuant to a registration statement on Form S-3 (Registration No. 333-257510) filed with the SEC on June 29, 2021 and prospectus supplement dated August 4, 2023 (the "August 2023 Prospectus Supplement") filed with the SEC on August 7, 2023 pursuant to Rule 424(b)(5) under the Securities Act, which, as further described in the August 2023 Prospectus Supplement, included shares of our common stock from prior registration statements on Form S-3. In connection with the filing of the August 2023 Prospectus Supplement, the registrant made a contemporaneous fee payment in the amount of $690,926.06. Of the 120,000,000 shares of common stock registered by the August 2023 Prospectus Supplement, 76,670,230 shares (the "August 2023 Unsold Shares") remained unsold as of the date termination of the offering pursuant to the August 2023 Prospectus Supplement. The registrant subsequently registered an aggregate of 120,000,000 shares of common stock pursuant to a registration statement on Form S-3 (Registration No. 333-277150) filed with the Securities and Exchange Commission (the "SEC") on February 16, 2024 and a prospectus supplement dated February 22, 2024 (the "February 2024 Prospectus Supplement") filed with the SEC on February 23, 2024 pursuant to Rule 424(b)(5) under the Securities Act, which, as further described in the February 2024 Prospectus Supplement, included the August 2023 Unsold Shares. In connection with the filing of the February 2024 Prospectus Supplement, the reginstrant made a contemporaneous fee payment in the amount of $406,061.59, reflecting the fee due with respect to shares of common stock to be offered and sold pursuant to February 2024 Prospectus Supplement that were not unsold securities registered pursuant to the August 2023 Prospectus Supplement. Of the 120,000,000 shares of common stock registered pursuant to the February 2024 Propsectus Supplement, 56,772,647 shares of common stock remain unsold as of the date hereof (the "February 2024 Unsold Shares"). The offering pursuant to the February 2024 Prospectus Supplement has terminated. Accordingly, pursuant to Rule 467(p) under the Securities Act, the registrant is offsetting a portion of the aggregate registration fee set forth in Table 1 above by (1) $406,061.59, which represents the filing fees associated with 54,966,949 of the February 2024 Unsold Shares and (2) $12,023.85, which represents the filing fees associated with 1,805,698 of the August 2023 Unsold Shares.

2

See Note 1 above

Offset Note

3

See Note 1 above.

4

See Note 1 above.

Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date

N/A N/A N/A N/A N/A N/A N/A N/A
Narrative Disclosure
The maximum aggregate amount of the securities to which the prospectus relates is 8,454,750,000. The prospectus is a final prospectus for the related offering.