Realty Income (NYSE: O) details Q4 $2.4B deals, $3.7B liquidity and planned 2029 convertible notes

Rhea-AI Filing Summary

Realty Income Corporation reported updates on recent investments, liquidity, and a planned debt financing. During the three months ended December 31, 2025, the company invested approximately $2.4 billion in properties, developments, unconsolidated entities, a preferred equity investment and loans, at an initial weighted average cash yield of about 7%, meaning the expected cash income over the first year divided by total cost.

As of January 2, 2026, Realty Income reported total liquidity of $3.7 billion, including $0.8 billion of cash and cash equivalents, $713.3 million of unsettled at-the-market forward equity, and $2.2 billion available under its $4.0 billion revolving credit facilities after borrowings and commercial paper. The company also announced a proposed private offering of Convertible Senior Notes due 2029 to qualified institutional buyers under Rule 144A, with further details provided in an accompanying press release.

Insights

Real estate and capital markets analyst

Realty Income highlights strong Q4 investment pace, solid liquidity, and a planned convertible notes deal.

Realty Income invested approximately $2.4 billion in Q4 2025 across properties, developments, unconsolidated entities, preferred equity and loans at an initial weighted average cash yield of about 7%. This yield metric reflects expected first-year cash income relative to total investment cost, indicating the return profile management targets on new capital deployed.

Liquidity as of January 2, 2026 totaled $3.7 billion, made up of $0.8 billion in cash, $713.3 million of unsettled ATM forward equity, and $2.2 billion of unused capacity on a $4.0 billion revolving credit facility after borrowings and commercial paper. The company also described a proposed private offering of Convertible Senior Notes due 2029 under Rule 144A, which, if completed, would provide additional capital and introduce a potential future equity conversion component, with specific terms described in the referenced press release.

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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: January 5, 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.

Acquisitions and Liquidity Updates

On January 5, 2026, Realty Income Corporation (the “Company,” “Realty Income,” “our,” “us” or “we,” which terms include, unless otherwise expressly stated or the context otherwise requires, its consolidated subsidiaries) provided certain updates with respect to its acquisition activity and liquidity matters, as set forth below.

During the three months ended December 31, 2025, the Company invested approximately $2.4 billion, in properties, properties under development or expansion, unconsolidated entities, a preferred equity investment and loans at an initial weighted average cash yield of approximately 7%.

The initial weighted average cash yield for acquisitions and properties under development is computed as cash income (defined as expected rent for real estate acquisitions as well as rent to be received upon completion of the properties under development. For unconsolidated entities, this represents our pro rata share of the cash income. For loans receivable and preferred equity investments, this represents earned interest income and preferred dividend income, respectively) for the first twelve months following the acquisition date, divided by the total cost of the property (including all expenses borne by us), and includes pro-rata share of cash income from unconsolidated joint ventures. Initial weighted average cash yield for loans receivable and preferred equity investment is computed using the cash income for the first twelve months following the acquisition date, divided by the total cost of the investment. Since it is possible that a client could default on the payment, total cost or cash yield could differ from our expectations or estimates and we cannot provide assurance that the actual initial weighted average cash yields on the applicable investments will not be lower than those described above. These estimates are preliminary and are based on the most current information available to management.

As of January 2, 2026, the Company had $3.7 billion of liquidity, which consists of cash and cash equivalents of $0.8 billion, unsettled ATM forward equity of $713.3 million, and $2.2 billion of availability under the Company’s $4.0 billion revolving credit facilities (excluding availability under our $1.38 billion fund credit facility), net of $1.3 billion of borrowings on such revolving credit facilities, including £597.0 million denominated in Sterling and €444.0 million in Euro, and after deducting $477.0 million in borrowings under the Company’s commercial paper programs, including €407.0 million denominated in Euro.

Capital Markets Activity

On January 5, 2026, the Company issued a press release relating to a proposed private offering of Convertible Senior Notes due 2029 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the Notes.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this report, the words “estimate,” “anticipate,” “assume,” “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plan,” “seek,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements regarding the Notes, including the conversion thereof, the intended use of the net proceeds including the repurchase of shares of the Company’s common stock, and the timing and consummation of the offering of the Notes; discussions of our business and portfolio including management thereof; our platform; growth strategies, investment pipeline and intentions to acquire or dispose of properties (including geographies, timing, partners, clients and terms); operations and results; the announcement of operating results, strategy, plans, and the intentions of management, sources and uses of capital; our share repurchase program; settlement of shares of common stock sold pursuant to forward sale confirmations under our at-the-market program; dividends, including the amount, timing and payments of dividends; and macroeconomic and other business trends, including interest rates and trends in the market for long-term leases of freestanding, single-client properties.

Forward-looking statements are subject to risks, uncertainties, and assumptions about Realty Income Corporation which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding); volatility and uncertainty in the credit and financial markets; other risks inherent in the real estate business, including our clients’ solvency, client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments (including rights of first refusal or rights of first offer), and potential damages from natural disasters; impairments in the value of our real estate assets; volatility and changes in domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to tax laws and rates); property ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which, among other things, may transfer or limit our control of the underlying investments; epidemics or pandemics; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; the anticipated benefits from mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other arrangements; and those additional risks and factors discussed in our reports filed with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements. Those forward-looking statements are not guarantees of future plans and performance and speak only as of the date of this report. Past operating results and performance are provided for informational purposes and are not a guarantee of future results. There can be no assurance that historical trends will continue. Actual plans and results may differ materially from what is expressed or forecasted in this report and expectations and forecasts made in the forward-looking statements discussed in this report may not materialize. We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made or to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated January 5, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 5, 2026	REALTY INCOME CORPORATION
	By:	/s/ Bianca Martinez
		Bianca Martinez
		Senior Vice President, Associate General Counsel and Assistant Secretary

FAQ

What acquisition activity did Realty Income (O) report for the quarter ended December 31, 2025?

Realty Income reported investing approximately $2.4 billion during the three months ended December 31, 2025. These investments were made in properties, properties under development or expansion, unconsolidated entities, a preferred equity investment, and loans.

What initial cash yield did Realty Income (O) achieve on its recent investments?

The company stated that these Q4 2025 investments produced an initial weighted average cash yield of approximately 7%. This is calculated as expected cash income during the first twelve months after acquisition divided by total investment cost, including its share of income from unconsolidated joint ventures.

How much liquidity did Realty Income (O) have as of January 2, 2026?

As of January 2, 2026, Realty Income reported total liquidity of $3.7 billion. This consisted of $0.8 billion in cash and cash equivalents, $713.3 million of unsettled ATM forward equity, and $2.2 billion of availability under its $4.0 billion revolving credit facilities after borrowings and commercial paper.

What did Realty Income (O) disclose about its revolving credit facilities and commercial paper borrowings?

The company reported $2.2 billion of availability under its $4.0 billion revolving credit facilities, excluding a $1.38 billion fund credit facility. This figure is net of $1.3 billion of borrowings on the revolving credit facilities, including amounts in Sterling and Euro, and after deducting $477.0 million in borrowings under its commercial paper programs, including Euro-denominated amounts.

What capital markets transaction did Realty Income (O) announce in this 8-K?

Realty Income announced a proposed private offering of Convertible Senior Notes due 2029. The notes are intended to be offered to persons reasonably believed to be qualified institutional buyers under Rule 144A. A press release with additional details was attached as Exhibit 99.1.

Does the 8-K from Realty Income (O) constitute an offer to sell the Convertible Senior Notes or related common stock?

No. The company explicitly stated that neither the report nor the related press release constitutes an offer to sell, or the solicitation of an offer to buy, the Convertible Senior Notes or any shares of common stock issuable upon conversion of the notes.