false
0000726728
0000726728
2026-03-30
2026-03-30
0000726728
us-gaap:CommonStockMember
2026-03-30
2026-03-30
0000726728
o:Notes1.125PercentDue2027Member
2026-03-30
2026-03-30
0000726728
o:Notes1.875PercentDue2027Member
2026-03-30
2026-03-30
0000726728
o:Notes5.000PercentDue2029Member
2026-03-30
2026-03-30
0000726728
o:Notes1.625PercentDue2030Member
2026-03-30
2026-03-30
0000726728
o:Notes4.875PercentDue2030Member
2026-03-30
2026-03-30
0000726728
o:Notes5.750PercentDue2031Member
2026-03-30
2026-03-30
0000726728
o:Notes3.375PercentDue2031Member
2026-03-30
2026-03-30
0000726728
o:Notes1.750PercentDue2033Member
2026-03-30
2026-03-30
0000726728
o:Notes5.125PercentDue2034Member
2026-03-30
2026-03-30
0000726728
o:Notes3.875PercentDue2031Member
2026-03-30
2026-03-30
0000726728
o:Notes6.000PercentDue2039Member
2026-03-30
2026-03-30
0000726728
o:Notes5.250PercentDue2041Member
2026-03-30
2026-03-30
0000726728
o:Notes2.500PercentDue2042Member
2026-03-30
2026-03-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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:
March 30, 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 March 30, 2026, Realty
Income Corporation (the “Company”) entered into a purchase agreement with Wells Fargo Securities, LLC, BBVA Securities Inc.,
BofA Securities, Inc., J.P. Morgan Securities 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
$800 million aggregate principal amount of its 4.750% Notes due 2033. The offering is anticipated to close on April 7, 2026, 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 Securities Exchange Act of 1934, as amended. When used herein, 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 discussions of our business, joint
ventures, partnerships, 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-tenant properties.
Forward-looking statements
are subject to risks, uncertainties, and assumptions about us 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 real estate, credit investments, and joint ventures or co-investment ventures, 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. 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 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
March 30, 2026 between the Representatives of the Underwriters and the Company. |
| 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: March 31, 2026 |
REALTY INCOME CORPORATION |
| |
|
|
| |
By: |
/s/ Bianca Martinez |
| |
|
Bianca Martinez |
| |
|
Senior Vice President, Associate General Counsel and Assistant Secretary |
