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Realty Income (NYSE: O) issues €600M 3.625% euro notes maturing 2032

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

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Insights

Realty Income issues €600M in new 3.625% 2032 notes.

Realty Income Corporation has added a euro-denominated, fixed-rate liability by issuing €600.0 million of 3.625% Notes due 2032 under its longstanding indenture. This expands its access to European capital markets through a syndicated underwritten transaction with several major global banks.

The notes carry a 3.625% coupon and a long-dated 2032 maturity, which helps lock in funding costs for an extended period. Because this is senior debt issued under an existing framework, the structure appears straightforward, with terms detailed in the officers’ certificate and form of note.

The impact on leverage, interest coverage and overall funding mix will depend on how the company deploys proceeds, which is not described here. Future periodic reports should show how this euro debt fits into its broader capital structure and interest expense profile over the remaining term to 2032.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New notes offering size €600.0 million aggregate principal 3.625% Notes due 2032
Coupon rate 3.625% Notes due 2032
Notes maturity 2032 3.625% Notes due 2032
Indenture date October 28, 1998 Base indenture for debt securities
Offering closing date July 7, 2026 Completion of 3.625% Notes due 2032 offering
Purchase agreement date June 29, 2026 Agreement with underwriting syndicate
3.625% Notes due 2032 financial
"closed its offering of €600.0 million aggregate principal amount of its 3.625% Notes due 2032"
aggregate principal amount financial
"closed its offering of €600.0 million aggregate principal amount of its 3.625% Notes due 2032"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Indenture regulatory
"Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A."
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Officers’ Certificate regulatory
"Officers’ Certificate dated July 7, 2026 pursuant to Sections 201, 301 and 303 of the Indenture"
purchase agreement financial
"pursuant to a purchase agreement dated June 29, 2026 entered into by and among the Company and the underwriters"
A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.
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FAQ

What did Realty Income Corporation (O) announce in this Form 8-K?
Realty Income closed an offering of €600.0 million of 3.625% Notes due 2032. The notes were issued under an existing indenture and sold through a syndicate of major international underwriters.

What are the key terms of Realty Income’s new notes due 2032?
The company issued €600.0 million aggregate principal amount of 3.625% Notes due 2032. These are fixed-rate debt securities issued under a 1998 indenture with The Bank of New York Mellon Trust Company, N.A.

When did Realty Income’s €600 million 3.625% notes offering close?
The offering of Realty Income’s 3.625% Notes due 2032 closed on July 7, 2026. The related purchase agreement with the underwriters was dated June 29, 2026, ahead of closing.

Who underwrote Realty Income Corporation’s 3.625% Notes due 2032?
Barclays Bank PLC, BNP PARIBAS, RBC Europe Limited, Banco Santander, S.A. and Wells Fargo Securities International Limited acted as representatives of the underwriters. They purchased the notes under a June 29, 2026 purchase agreement.

What exhibits accompany Realty Income’s 8-K about the 2032 notes?
Exhibits include the base indenture, the form of 3.625% Note due 2032, an officers’ certificate establishing the new series, and legal opinions and consents from Venable LLP and Latham & Watkins LLP.
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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: July 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 July 7, 2026, Realty Income Corporation (the “Company”) closed its offering of €600.0 million aggregate principal amount of its 3.625% Notes due 2032, pursuant to a purchase agreement dated June 29, 2026 entered into by and among the Company, Barclays Bank PLC, BNP PARIBAS, RBC Europe Limited, Banco Santander, S.A. and Wells Fargo Securities International Limited as representatives of the underwriters.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

4.1   Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 and dated October 27, 1998 and incorporated herein by reference).
4.2   Form of 3.625% Note due 2032 issued on July 7, 2026 (contained in Exhibit 4.3 hereto).
4.3+   Officers’ Certificate dated July 7, 2026 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “3.625% Notes due 2032” and including the forms of debt security for such series.
5.1   Opinion of Venable LLP.
5.2   Opinion of Latham & Watkins LLP.
23.1   Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto).
23.2   Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.2 hereto).
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

+Certain of the schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant hereby undertakes to provide further information regarding such omitted materials to the SEC upon request.

 

 

 

 

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: July 7, 2026 REALTY INCOME CORPORATION
     
  By: /s/ Bianca Martinez
    Bianca Martinez
    Senior Vice President, Associate General Counsel and Assistant Secretary

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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