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United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report:
May 7, 2026
(Date
of Earliest Event Reported)
REALTY
INCOME CORPORATION
(Exact name of registrant as specified in its
charter)
| Maryland |
|
1-13374 |
|
33-0580106 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(Commission File Number) |
|
(IRS
Employer Identification No.) |
11995
El Camino Real, San
Diego, California
92130
(Address of principal executive offices)
(858)
284-5000
(Registrant’s telephone number, including area code)
N/A
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol |
|
Name
of Each Exchange On Which
Registered |
| Common
Stock, $0.01 Par Value |
|
O |
|
New
York Stock Exchange |
| 1.125%
Notes due 2027 |
|
O27A |
|
New
York Stock Exchange |
| 1.875%
Notes due 2027 |
|
O27B |
|
New
York Stock Exchange |
| 5.000%
Notes due 2029 |
|
O29B |
|
New
York Stock Exchange |
| 1.625%
Notes due 2030 |
|
O30 |
|
New
York Stock Exchange |
| 4.875%
Notes due 2030 |
|
O30B |
|
New
York Stock Exchange |
| 5.750%
Notes due 2031 |
|
O31A |
|
New
York Stock Exchange |
| 3.375%
Notes due 2031 |
|
O31B |
|
New
York Stock Exchange |
| 1.750%
Notes due 2033 |
|
O33A |
|
New
York Stock Exchange |
| 5.125%
Notes due 2034 |
|
O34 |
|
New
York Stock Exchange |
| 3.875%
Notes due 2035 |
|
O35B |
|
New
York Stock Exchange |
| 6.000%
Notes due 2039 |
|
O39 |
|
New
York Stock Exchange |
| 5.250%
Notes due 2041 |
|
O41 |
|
New
York Stock Exchange |
| 2.500%
Notes due 2042 |
|
O42 |
|
New
York Stock Exchange |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On May 7, 2026, Realty Income Corporation (the
“Company”) entered into a sales agreement (the “Sales Agreement”) with Robert W. Baird & Co. Incorporated,
Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc.,
BTIG, LLC, Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Huntington
Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets,
LLC, Regions Securities LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated,
TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Agent” and
together, the ‘‘Agents’’), the Forward Sellers (as defined below) and the Forward Purchasers (as defined below)
providing for the offer and sale of up to 150,000,000 shares of the Company’s common stock, par value $0.01 per share, from time
to time (a) by the Company through the Agents, acting as the Company’s sales agents, or directly to one or more of the Agents, acting
as principal, and (b) by the Forward Sellers, acting as sales agents for the relevant Forward Purchasers.
Sales of shares of the Company’s common stock,
if any, as contemplated by the Sales Agreement made through the Agents, as the Company’s sales agents, or the Forward Sellers on
behalf of the Forward Purchasers will be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise
at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated
transactions (including block sales) or by any other methods permitted by applicable law.
The Sales Agreement contemplates that, in addition
to the issuance and sale by the Company of shares of the Company’s common stock to or through the Agents, the Company may enter
into separate forward sale agreements (each, a “Forward Sale Agreement” and, collectively, the “Forward Sale Agreements”),
each with Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY
Mellon Capital Markets, LLC, BofA Securities, Inc., Citibank, N.A., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman
Sachs & Co. LLC, Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley
& Co. LLC, Nomura Global Financial Products, Inc., RBC Capital Markets, LLC, Regions Securities LLC, Santander US Capital Markets
LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities
LLC or Wells Fargo Securities, LLC, or one of their respective affiliates (in such capacity, each a “Forward Purchaser” and,
collectively, the “Forward Purchasers”). If the Company enters into a Forward Sale Agreement with any Forward Purchaser, the
Company expects that such Forward Purchaser or its affiliate will attempt to borrow from third parties and sell, through the relevant
Forward Seller, acting as sales agent for such Forward Purchaser, shares of the Company’s common stock to hedge such Forward Purchaser’s
exposure under such Forward Sale Agreement. We refer to an Agent or to Nomura Securities International, Inc. (acting through BTIG, LLC
as agent), when acting as sales agent for the relevant Forward Purchaser, as, individually, a “Forward Seller” and, collectively,
the “Forward Sellers.”
In one form of Forward Sale Agreement, which
the Company refers to as a “Contingent Forward Sale Agreement” that the Company may enter into with Jefferies LLC, Bank
of America, N.A., Citibank, N.A., Goldman Sachs & Co. LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas
LLC, Morgan Stanley & Co. LLC, Banco Santander, S.A. and Wells Fargo Bank, National
Association, each as Forward Purchaser, the Company’s obligation to sell and the applicable Forward Purchaser’s
obligation to purchase, shares of the Company’s common stock underlying such Forward Sale Agreement at the applicable forward
sale price, is contingent on the applicable Forward Purchaser’s exercise (or deemed exercise) of such contingency, which may
occur in whole or in part from time to time prior to specified contingency expiration dates. The Company refers to each Forward
Purchaser when acting in such capacity as a “Contingent Forward Purchaser” and, collectively, the “Contingent
Forward Purchasers.” To the extent such contingency is exercised with respect to a portion of such Contingent Forward Sale
Agreement, the Company refers to such portion as the “Contingency Exercised Portion” of such Contingent Forward Sale
Agreement.
In another form of Forward Sale Agreement, which
the Company refers to as a “Non-Contingent Forward Sale Agreement” that the Company may enter into with any of the Forward
Purchasers, the Company’s obligation to sell and the applicable Forward Purchaser’s obligation to purchase, shares of the
Company’s common stock underlying such Forward Sale Agreement at the applicable forward sale price is not subject to the contingency
described above. The Company refers to such Non-Contingent Forward Sale Agreement and the Contingency Exercised Portion of a Contingent
Forward Sale Agreement herein as a “Fixed Share Forward Sale Agreement.”
The Company will not initially receive any proceeds
from the sale of shares of its common stock borrowed by a Forward Purchaser or its affiliate and sold through the relevant Forward Seller, but we may receive contingency premiums from the applicable Forward
Purchaser for the Contingent Forward Sale Agreements. The Company currently expects to fully physically settle each Fixed Share Forward
Sale Agreement, if any, with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity
date of such Fixed Share Forward Sale Agreement, in which case the Company would expect to receive aggregate net proceeds at settlement
equal to the number of shares of the Company’s common stock specified in such Fixed Share Forward Sale Agreement multiplied by the
relevant forward price per share. However, subject to certain exceptions, the Company may also elect, in its sole discretion, to cash
settle or net share settle all or any portion of its obligations under any Fixed Share Forward Sale Agreement , in which case the Company
may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement),
and the Company may owe cash (in the case of cash settlement) or shares of the Company’s common stock (in the case of net share
settlement) to the relevant Forward Purchaser.
Neither an Agent, as sales agent for the Company,
nor a Forward Seller is required to sell any specific number or dollar amount of shares of the Company’s common stock, but each
has agreed, subject to the terms and conditions of the Sales Agreement, to use its commercially reasonable efforts, consistent with its
normal trading and sales practices and applicable law and regulations, to sell shares of the Company’s common stock on the terms
agreed upon by such Agent or such Forward Seller, the Company and, in the case of shares offered through a Forward Seller, the relevant
Forward Purchaser from time to time.
The Company will pay the applicable Agent a
commission at a mutually agreed rate that will not (except as provided below) exceed, but may be lower than, 2.0% of the gross sales
price of all of the shares of the Company’s common stock sold through such Agent, as the Company’s sales agent, as
applicable. In connection with each Forward Sale Agreement, the Company will pay a commission, through a reduction to the initial
forward price under the related Forward Sale Agreement, at a mutually agreed rate that will not (except as provided below) exceed,
but may be lower than 2.0% of the applicable initial forward sale price for shares of the Company's common stock underlying a Contingent Forward Sale Agreement
or 2.0% of the gross sales price of the borrowed shares of the Company’s common stock sold through the
applicable Forward Seller in connection with a Non-Contingent Forward Sale Agreement, during the applicable forward selling period for such shares (subject to certain possible adjustments to
such gross sales price for daily accruals and any monthly dividends having an “ex dividend” date during such forward
selling period). The Company may also agree with any Agent, acting as the Company’s sales agent, or any Forward Seller to sell
shares of the Company’s common stock other than through ordinary brokers’ transactions using sales efforts and methods
that may constitute “distributions” within the meaning of Rule 100 of Regulation M under the Securities Exchange Act of
1934, as amended, and for which the Company may agree to pay such Agent or such Forward Seller a commission that may exceed 2.0% of
the gross sales price of the Company’s common stock sold through such Agent or such Forward Seller.
Under the terms of the Sales Agreement, the Company
may also sell shares of its common stock to one or more of the Agents, as principal, at a price to be agreed upon at the time of sale.
If the Company sells shares of its common stock to one or more of the Agents, as principal, the Company will enter into a separate terms
agreement (a “Terms Agreement”) with such Agent or Agents, as the case may be, and the Company will describe the terms of
the offering of those shares in a separate prospectus supplement. In any such sale to an Agent or Agents as principal, the Company may
agree to pay the applicable Agent or Agents a commission or underwriting discount that may exceed 2.0% of the gross sales price of the
Company’s common stock sold to such Agent or Agents, as principal.
Concurrently with the execution of the Sales Agreement,
the existing sales agreement, dated November 7, 2025, by and among the Company and certain of the Agents and the Forward Purchasers, relating
to the Company’s previous “at-the market” program (the “Prior ATM Program”), was terminated. Of the 150,000,000
shares of the Company’s common stock available for sale under the Prior ATM Program at its inception, a total of 19,897,223 of those
shares were sold.
The Company intends to use the net proceeds
it receives from the issuance and sale by it of any shares of its common stock to or through the Agents, any net proceeds it receives upon
settlement of any Forward Sale Agreements with the relevant Forward Purchasers and any contingency premiums from the applicable
Forward Purchaser for the Contingent Forward Sale Agreements for general corporate purposes, which may include, among other things,
the repayment or repurchase of the Company’s indebtedness (including borrowings under the Company’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 the Company’s portfolio.
The Sales Agreement (which includes, as exhibits
thereto, the forms of Terms Agreement, Non-Contingent Forward Sale Agreement and Contingent Forward Sale Agreement) is filed herewith
as Exhibit 1.1. The description of the Sales Agreement and any Terms Agreement and any Forward Sale Agreement contained herein does not
purport to be complete and is qualified in its entirety by reference to the Sales Agreement (including such forms of Terms Agreement,
Non-Contingent Forward Sale Agreement and Contingent Forward Sale Agreement included therein) filed herewith as an exhibit and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d)
Exhibits |
| |
| 1.1 |
|
Sales
Agreement, dated May 7, 2026, by and among the Company, the Agents, the Forward Sellers and the Forward Purchasers (including the
forms of Terms Agreement, Non-Contingent Forward Sale Agreement and Contingent Forward Sale Agreement) |
| 5.1 |
|
Opinion
of Venable LLP |
| 23.1 |
|
Consent
of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto) |
| 104 |
|
The
Form 8-K cover page, formatted in Inline Extensible Business Reporting Language and included as 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: May 8, 2026 |
REALTY INCOME CORPORATION |
| |
|
|
| |
By: |
/s/ BIANCA MARTINEZ |
| |
|
Bianca Martinez |
| |
|
Senior Vice President, Associate General Counsel and Assistant Secretary |
