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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: September 25, 2025
(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 September 25, 2025,
Realty Income Corporation (the “Company”) entered into a purchase agreement with Wells Fargo Securities, LLC, Barclays Capital
Inc., BofA Securities, Inc., Mizuho Securities USA LLC and TD Securities (USA) LLC, as representatives (the “Representatives”)
of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters
$400.0 million aggregate principal amount of its 3.950% Notes due 2029 and $400.0 million aggregate principal amount of its 4.500% Notes
due 2033. The offering is anticipated to close on October 6, 2025, subject to the satisfaction of customary closing conditions.
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 Exchange Act of 1934, as amended. When used herein, the words “estimated,”
“anticipated,” “expect,” “believe,” “intend,” “continue,” “should,”
“may,” “likely,” “plans,” and similar expressions are intended to identify forward-looking statements.
Forward-looking statements include 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); re-leases,
re-development and speculative development of properties and expenditures related thereto; operations and results; the announcement of
operating results, strategy, plans, and the intentions of management; 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; and 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. 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 to 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
| 1.1 |
|
Purchase Agreement, dated September 25, 2025 between the Representatives of the Underwriters and the Company. |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in 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: September 26, 2025 |
REALTY INCOME CORPORATION |
| |
|
|
| |
By: |
/s/ Bianca Martinez |
| |
|
Bianca Martinez |
| |
|
Senior Vice President, Associate General Counsel and Assistant Secretary |
