Realty Income (O) details 3.500% convertible senior notes offering due 2029

Rhea-AI Filing Summary

Realty Income Corporation reported that it has priced a previously announced offering of its 3.500% Convertible Senior Notes due 2029. The notes are being offered to investors reasonably believed to be qualified institutional buyers under Rule 144A of the Securities Act.

The notes may be converted into shares of Realty Income’s common stock, creating a potential future source of equity. The company states that forward-looking statements about these notes include their potential conversion, the timing and completion of the offering, and the intended use of net proceeds, which may include repurchasing shares of its common stock. Detailed terms are provided in a press release attached as an exhibit.

Insights

Capital structure and credit analyst

Realty Income is adding 3.500% convertible notes due 2029 via a Rule 144A offering.

Realty Income Corporation has priced an offering of 3.500% Convertible Senior Notes due 2029, sold to qualified institutional buyers under Rule 144A. Convertible senior notes are debt instruments that rank ahead of equity but allow holders to convert into common stock under specified conditions, blending features of both debt and equity.

The disclosure notes that forward-looking statements cover the notes, their possible conversion, and the timing and consummation of the offering, as well as the intended use of net proceeds, including potential repurchases of the company’s common stock. This indicates the financing could both add leverage and, if converted, increase the share count. Actual impact on the balance sheet and shareholders will depend on final offering size, conversion terms, and whether and when the notes are converted or used to fund share repurchases.

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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 6, 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 January 6, 2026, Realty Income Corporation (the “Company”) issued a press release announcing the pricing of the previously announced offering of the Company’s 3.500% 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 are 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 6, 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 6, 2026	REALTY INCOME CORPORATION
	By:	/s/ Bianca Martinez
		Bianca Martinez
		Senior Vice President, Associate General Counsel and Assistant Secretary

FAQ

What financing action did Realty Income Corporation (O) report?

Realty Income Corporation reported that it has priced a previously announced offering of 3.500% Convertible Senior Notes due 2029, to be sold to qualified institutional buyers under Rule 144A.

What type of security is Realty Income (O) issuing in this update?

The company is issuing 3.500% Convertible Senior Notes due 2029, which are interest-bearing senior debt instruments that may be converted into shares of Realty Income’s common stock under certain conditions.

Who are the intended investors for Realty Income’s 3.500% Convertible Senior Notes due 2029?

The notes are being offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

Does this report constitute an offer to sell Realty Income’s notes or common stock?

No. The company states that neither this report nor the related press release constitutes an offer to sell or a solicitation of an offer to buy the notes or any shares of common stock issuable upon conversion.

How might Realty Income (O) use the net proceeds from the convertible notes offering?

Forward-looking statements indicate that intended uses of net proceeds include, among other things, the repurchase of shares of the company’s common stock, along with other capital-related purposes described in the disclosure.

What forward-looking topics related to the notes does Realty Income highlight?

The company highlights forward-looking statements about the notes and their conversion, the timing and consummation of the offering, and intended use of net proceeds, including share repurchases, as well as broader topics such as its growth strategies, capital sources, and dividend plans.