Realty Income Announces Closing of $862.5 Million Convertible Senior Notes Offering

Realty Income (NYSE: O) closed a private offering of $862.5 million aggregate principal amount of 3.500% convertible senior notes due 2029, including full exercise of a $112.5 million option.

Rhea-AI Summary

Realty Income (NYSE: O) closed a private offering of $862.5 million aggregate principal amount of 3.500% convertible senior notes due 2029, including full exercise of a $112.5 million option.

Net proceeds were approximately $845.5 million. Approximately $101.9 million of net proceeds were used to repurchase ~1.8 million common shares concurrently with pricing. The company intends to use the majority of net proceeds for general corporate purposes, which may include repayment or repurchase of indebtedness (including the $500.0 million senior notes maturing January 13, 2026), hedging, property development, acquisitions, and portfolio improvements.

Positive

• Raised $862.5 million in convertible notes financing
• Net proceeds of $845.5 million available for corporate use
• Used $101.9 million to repurchase ~1.8 million shares
• Proceeds may refinance $500.0 million notes maturing Jan 13, 2026

Negative

• Issuance could cause future dilution if notes convert
• Convertible interest rate of 3.500% adds fixed cash cost through 2029

Argus Jan 9 session

-0.21% close to close Open Argus

Details

News Market Reaction – O

On Jan 9, the first trading day after this news, O closed 0.21% below the previous close.

Data tracked by StockTitan Argus for the Jan 9 session.

Key Figures

Convertible notes principal: $862.5 million Coupon rate: 3.500% Net proceeds: $845.5 million +5 more

Convertible notes principal

$862.5 million

Aggregate principal amount of 3.500% convertible senior notes due 2029

Coupon rate

3.500%

Interest rate on convertible senior notes due 2029

Net proceeds

$845.5 million

Net proceeds from the convertible notes offering

Base offering size

$750.0 million

Initial convertible senior notes offering before option exercise

Overallotment option

$112.5 million

Additional notes purchased via option exercised by initial purchasers

Debt targeted

$500.0 million

Outstanding 5.050% senior notes due January 13, 2026 referenced for repayment

Share repurchase spend

$101.9 million

Net proceeds used to repurchase approximately 1.8M common shares

Properties in portfolio

over 15,500 properties

Portfolio size as of September 30, 2025 across U.S. and Europe

Historical Context

5 past events · Latest: Jan 06

5 events

1. Jan 06

   Convertible notes pricing

   24h Move

   -0.7%

   Pricing of $750M 3.500% convertible notes due 2029 with upsize option.

2. Jan 05

   Convertible notes proposal

   24h Move

   -0.7%

   Announcement of proposed $750M convertible senior notes due January 2029.

3. Dec 09

   Dividend increase

   24h Move

   -0.7%

   133rd monthly dividend increase and updated annualized dividend rate.

4. Dec 01

   Preferred equity deal

   24h Move

   +0.1%

   Announcement of $800M preferred equity investment in CityCenter Las Vegas.

5. Nov 26

   Governance notice

   24h Move

   +0.7%

   Disclosure that a third party’s director nomination notice was deemed invalid.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible senior notes, qualified institutional buyers, Rule 144A, senior notes, +3 more

7 terms

convertible senior notes financial

"private offering of $862.5 million aggregate principal amount of 3.500% convertible senior notes due 2029"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

qualified institutional buyers regulatory

"in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

senior notes financial

"repayment or repurchase of Realty Income's indebtedness (including the $500.0 million of outstanding 5.050% senior notes due 2026)"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

revolving credit facilities financial

"borrowings under Realty Income's revolving credit facilities and commercial paper programs"

A revolving credit facility is a bank-backed borrowing arrangement that lets a company draw, repay and redraw funds up to an agreed limit, much like a business credit card. It matters to investors because it provides flexible short-term cash for operations, growth or emergencies without issuing new shares; the size, cost and attached conditions affect a company’s financial health, liquidity and risk profile.

commercial paper programs financial

"borrowings under Realty Income's revolving credit facilities and commercial paper programs"

A commercial paper program is an ongoing arrangement that lets a company sell short-term unsecured IOUs to borrow cash for everyday needs like payroll, inventory or short-term investments. Think of it as a corporate version of a short-term loan or a business credit card: it provides quick cash without a long-term bank loan. Investors watch these programs because they reveal a company’s short-term funding health, borrowing costs and credit risk, which can affect liquidity and near-term financial stability.

foreign currency swaps financial

"foreign currency swaps or other hedging instruments, the development, redevelopment and acquisition"

Foreign currency swaps are contracts where two parties exchange principal and interest payments in one currency for principal and interest in another currency for a set term, then reverse the exchange at an agreed date and rate. They matter to investors because they allow companies and funds to lock in exchange rates and secure foreign funding, reducing unpredictable currency gains or losses—like agreeing today on the price to swap money for a future trip.

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SAN DIEGO, Jan. 8, 2026 /PRNewswire/ -- Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company^®, today announced the closing of its previously announced private offering of $862.5 million aggregate principal amount of 3.500% convertible senior notes due 2029 (the "notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering represents the aggregate of both the previously announced offering of $750.0 million, as well as the full exercise of the $112.5 million option to purchase additional notes granted by Realty Income to the initial purchasers of the notes.

The net proceeds from the offering were approximately $845.5 million, after deducting the initial purchasers' discounts and commissions and Realty Income's estimated offering expenses. Realty Income intends to use the majority of net proceeds from this offering for general corporate purposes, which may include, among other things, the repayment or repurchase of Realty Income's indebtedness (including the $500.0 million of outstanding 5.050% senior notes due 2026, which mature on January 13, 2026 and/or borrowings under Realty Income's revolving credit facilities and commercial paper programs), foreign currency swaps or other hedging instruments, the development, redevelopment and acquisition of additional properties, acquisition or business combination transactions, and the expansion and improvement of certain properties in Realty Income's portfolio. Realty Income used approximately $101.9 million of the net proceeds from the offering to repurchase approximately 1.8 million shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as Realty Income's agent.

The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Realty Income

Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies^®. Founded in 1969, we serve our clients as a full-service real estate capital provider. As of September 30, 2025, we have a portfolio of over 15,500 properties in all 50 U.S. states, the U.K., and seven other countries in Europe. We are known as "The Monthly Dividend Company^®" and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time. Since our listing on the NYSE in 1994, we have had 133 dividend increases and are a member of the S&P 500 Dividend Aristocrats^® index for having increased our dividend for over 30 consecutive years.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the completion of the offering, the expected amount and intended use of the net proceeds. Forward-looking statements represent Realty Income's current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, the satisfaction of the closing conditions related to the offering and risks relating to Realty Income's business, including those described in periodic reports that Realty Income files from time to time with the SEC. Realty Income may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as of the date of this press release, and Realty Income does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

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SOURCE Realty Income Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Realty Income (O) issue on January 8, 2026?

Realty Income closed a private offering of $862.5 million 3.500% convertible senior notes due 2029.

How much net proceeds did Realty Income (O) receive from the offering?

Net proceeds were approximately $845.5 million after discounts, commissions, and estimated expenses.

How did Realty Income (O) use part of the offering proceeds?

Approximately $101.9 million was used to repurchase about 1.8 million common shares concurrently with pricing.

Will Realty Income (O) use proceeds to repay upcoming debt?

The company said proceeds may be used to repay or repurchase indebtedness, including the $500.0 million notes maturing Jan 13, 2026.

Are the convertible notes registered for public sale?

No; the notes and shares issuable upon conversion have not been and will not be registered under the Securities Act.