REALTY INCOME CORP (O) SEC Filings

REALTY INCOME CORP (O) is the issuer of common stock that director Gregory McLaughlin intends to sell under Rule 144. A notice was filed for the potential sale of 3,475 shares of common stock through Rockefeller Capital Management on the NYSE, with an aggregate market value of $209,010.69. The shares relate to compensation received for services rendered in May 2021 and May 2022.

REALTY INCOME CORP (symbol O) reports that Realty Income Corporation entered into amendments to two existing term loan agreements. The Second Amendment to its Wells Fargo Amended and Restated Term Loan Agreement continues to provide for a $500 million term loan due August 20, 2027. The First Amendment to its TD Amended and Restated Term Loan Agreement governs multi-currency term loans that allow aggregate borrowings of up to $1.35 billion and mature on January 18, 2028. The amendments conform certain terms of these term loan agreements to the terms of Realty Income’s recently closed Fifth Amended and Restated Credit Agreement dated July 10, 2026. The full text of the amendments is provided in Exhibits 10.1 and 10.2.

Realty Income Corporation completed a private offering of $1.0 billion aggregate principal amount of 3.750% Convertible Senior Notes due 2031 to qualified institutional buyers. The notes are senior unsecured obligations, pay semiannual interest and mature on August 15, 2031, with multiple stock price- and trading-based conversion triggers.

The initial conversion rate is 13.7512 shares per $1,000 principal amount (conversion price about $72.72 per share), with customary anti-dilution adjustments and a higher maximum rate used to calculate an initial maximum of 16,157,600 shares issuable. Net proceeds were about $981.9 million, of which $33.2 million funded capped call transactions and $188.7 million repurchased approximately 3.0 million common shares; the remainder is for general corporate purposes, including potential debt repayment and property and acquisition activities.

The capped call transactions, with an initial cap price of $83.55 (a 35.0% premium to the August 11, 2026 share price), are designed to reduce potential dilution or offset cash payments above principal upon conversion, up to the cap. The notes were issued in reliance on Securities Act exemptions and any conversion shares will be issued in exempt exchanges with existing security holders.

Realty Income Corporation has priced an upsized private offering of $875.0 million aggregate principal amount of 3.750% Convertible Senior Notes due 2031 to qualified institutional buyers, increased from a previously announced $750.0 million. The notes are senior unsecured, pay 3.750% interest semi-annually, and mature on August 15, 2031, with conversion permitted upon certain events before May 15, 2031 and at any time thereafter until shortly before maturity.

The initial conversion rate is 13.7512 shares per $1,000 principal amount, implying a conversion price of approximately $72.72 per share, a 17.5% premium to the $61.89 last sale price on August 11, 2026. Realty Income estimates net proceeds of about $859.0 million (or $981.9 million if the initial purchasers fully exercise their $125.0 million option), and plans to use $29.1 million for capped call transactions and about $188.7 million to repurchase roughly 3.0 million shares, with the balance for general corporate purposes.

Realty Income Corporation reported recent acquisition activity and a planned financing transaction. During the three months ended June 30, 2026, the company invested approximately $2.6 billion, with a pro-rata share of $2.1 billion, in properties, properties under development or expansion, unconsolidated entities and loans at an initial weighted average cash yield of about 7.3%, based on expected first‑year cash income relative to total investment cost.

Realty Income also plans a private offering of $750.0 million aggregate principal amount of Convertible Senior Notes due 2031 to qualified institutional buyers, with an option for initial purchasers to buy up to an additional $112.5 million of notes. The notes will be senior unsecured obligations with semi‑annual interest and a conversion feature that may be settled in cash, stock, or a combination at the company’s election. Redemption is generally restricted before August 20, 2029, subject to specified price and other conditions, with additional cleanup and REIT preservation redemption provisions.

The company expects to use part of the net proceeds for capped call transactions designed to reduce potential dilution upon conversion, to repurchase shares concurrently with pricing, and for general corporate purposes including debt repayment and property-related investments.

Realty Income Corporation reported higher results for the quarter ended June 30, 2026. Total revenue was $1,547,711 thousand versus $1,410,378 thousand a year earlier, with growth in interest and dividend income on loans and preferred equity investments. Net income available to common stockholders rose to $343,955 thousand ($0.37 per share) from $196,919 thousand ($0.22 per share). For the first six months of 2026, revenue reached $3,096,438 thousand and net income available to common stockholders was $655,721 thousand ($0.70 per share), up from $446,734 thousand ($0.50 per share) in 2025.

At June 30, 2026, total assets were $76,441,475 thousand, including real estate held for investment, net, of $55,112,439 thousand and investment in loans and financing receivables, net, of $4,888,860 thousand. Notes and bonds payable totaled $25,416.1 million of principal (weighted average interest rate 3.9%), supplemented by $2,760,395 thousand of term loans and $2,762,585 thousand of revolving credit facilities and commercial paper.

The company continued to scale its net-lease platform, owning or holding interests in 15,588 properties and completing 328 property-related investments in the first half of 2026 for $3,577.5 million. It expanded its U.S. Core Plus Fund and formed the Apollo JV, which together contributed to noncontrolling interests of $2,384,520 thousand within total equity of $41,934,077 thousand.

Realty Income Corporation reported strong Q2 2026 operating results. Total revenue was $1,547.7 million versus $1,410.4 million a year earlier. Net income available to common stockholders was $344.0 million, or $0.37 per diluted share, compared with $196.9 million, or $0.22 per share.

Funds from operations were $996.6 million and diluted AFFO per share rose 3.8% to $1.09. The company invested $2,567.8 million during the quarter at a 7.3% Initial Weighted Average Cash Yield and achieved a 102.7% rent recapture rate on re-leased properties, with portfolio occupancy at 98.8% across 15,588 properties.

Available liquidity at Pro-Rata Share was $3,474.2 million and Net Debt to Annualized Pro Forma Adjusted EBITDAre was 5.4x. In July 2026, Realty Income issued €600.0 million of 3.625% senior unsecured notes due 2032, expanded its revolving credit facilities and commercial paper programs to $5.5 billion each, and received an 'A' Long-Term Issuer Default Rating with Stable Outlook from Fitch Ratings. The company raised its 2026 AFFO per share guidance to $4.44–$4.45, and the annualized dividend was $3.252 per share as of June 30, 2026.

Realty Income Corporation entered into a Fifth Amended and Restated Credit Agreement on July 10, 2026, recasting and expanding its unsecured multicurrency revolving credit facilities to $5.5 billion, up from $4.0 billion. The facilities are split into two $2.75 billion tranches, initially maturing on April 29, 2029 and July 10, 2030, each with two six‑month extension options at the company’s discretion.

The agreement includes an accordion expansion feature that can increase total capacity to $6.5 billion, subject to additional lender commitments, and adds UK and Netherlands subsidiaries as joint borrowers. Borrowings use benchmark rates such as SOFR, SONIA and EURIBOR plus an applicable margin tied to credit ratings; the current applicable margin is 0.675% per annum and the commitment fee is 0.125% per annum.

Separately, Realty Income increased the maximum outstanding under its unsecured commercial paper programs, raising both the U.S. and euro programs from $1.50 billion to $2.75 billion each, for a combined capacity of $5.5 billion versus $3.0 billion previously. Notes may be issued for general corporate purposes, with U.S. maturities up to 360 days and European maturities up to 183 days.

Realty Income Corporation closed an offering of €600.0 million aggregate principal amount of its 3.625% Notes due 2032. The notes were issued under an existing October 28, 1998 indenture with The Bank of New York Mellon Trust Company, N.A., as successor trustee.

The transaction was completed on July 7, 2026 pursuant to a purchase agreement dated June 29, 2026 with a syndicate of underwriters led by Barclays Bank PLC, BNP PARIBAS, RBC Europe Limited, Banco Santander, S.A. and Wells Fargo Securities International Limited. Related legal opinions and an officers’ certificate establishing this new series of debt securities are included as exhibits.