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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:
June 29, 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 June 29, 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 capital raising, liquidity matters and certain financing matters, as set forth below.
Unless as otherwise indicated or the context otherwise
requires, for purposes of the following disclosures, (a) references to our “$4.0 billion revolving credit facility,” our “revolving
credit facilities,” and similar references mean our $4.0 billion unsecured revolving credit facility (excluding an additional $1.0
billion expansion option, which is subject to obtaining lender commitments and other customary conditions), references to our “$1.38
billion fund credit facility, our “fund credit facility” and similar references mean Realty Income U.S. Core Plus Aggregator
II, LP’s $1.0 billion unsecured revolving credit facility and $380.0 million unsecured delayed draw term loan facility (excluding
a $620.0 million expansion option, which is subject to obtaining lender commitments and other customary conditions), and references
to our “commercial paper programs” and similar references mean, collectively, our U.S. Dollar-denominated and Euro-denominated
unsecured commercial paper programs; (b) references to our “clients” mean our tenants; (c) references to “GBP”
is to the lawful currency of the United Kingdom and references to “Euro” and “€” are to the lawful currency
of the European Union. For purposes of determining the aggregate amount of borrowings outstanding under our revolving credit facilities
as of any specified date, borrowings denominated in GBP and Euros are translated into U.S. dollars using the applicable currency exchange
rates as in effect from time to time and (d) references to “Pro-Rata Share” mean our proportionate
economic ownership of our joint ventures, which is derived by applying our economic ownership percentage of each such joint venture to
calculate our proportionate share of the relevant line item information being presented, and aggregating that information for all such
joint ventures.
Notes Issuance
On April 7, 2026, we issued $800.0 million
of our 4.750% senior unsecured notes due April 2033 (the “2033 notes”). The public offering price for the 2033 notes
was 98.261% of the principal amount for an effective semi-annual yield to maturity of 5.047%. In connection with the offering, we executed
a $500 million U.S. Dollar-to-Euro 7-year cross currency swap, resulting in approximately €436 million of proceeds and a blended
coupon rate of 4.16%.
ATM Program Refresh
On May 7, 2026, we replaced our prior at-the-market
(“ATM”) program with a new ATM program, pursuant to which we may offer and sell up to 150.0 million shares of common stock
(1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on
behalf of the relevant forward purchasers contemplated thereunder, in each case by means of ordinary brokers’ transactions on the
NYSE under the ticker symbol “O” at prevailing market prices or at negotiated prices.
Liquidity
As of June 25, 2026, we had approximately $4.0 billion
total available liquidity at our Pro-Rata Share, comprised of the components summarized below (dollars in millions):
| Cash and cash equivalents(1) | |
$ | 242.4 | |
| Availability under credit facilities(2) | |
| 3,472.1 | |
| Unsettled ATM forwards | |
| 2,056.8 | |
| Less: commercial paper borrowings | |
| (1,759.8 | ) |
| Total available liquidity at our Pro-Rata Share | |
$ | 4,011.5 | |
| (1) | Reflects adjustments for our share based on our proportionate economic ownership of our joint ventures.
Calculated as cash and cash equivalents per the consolidated balance sheet of $256.8 million, plus our Pro-Rata Share of unconsolidated
entities cash of $9.9 million, less adjustments allocable to noncontrolling interests of $24.3 million. |
| (2) | Represents our availability under the $4.0 billion revolving credit facility and our Pro-Rata Share of
availability under the $1.38 billion fund credit facility. |
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,
or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. 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, strategy,
plans, and the intentions of management; our platform; growth and capital strategies including our private capital business, investment
pipeline and intentions to acquire or dispose of properties (including geographies, timing, partners, clients and terms); operations and
results; and settlement of shares of common stock sold pursuant to forward sale confirmations under our ATM program.
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, structure and partners of such funding); volatility and uncertainty in the credit and financial markets; other risks inherent in
real estate, private capital, credit and mezzanine investments, and joint ventures or co-investment ventures, including solvency, defaults
under leases, 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 threat and 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.
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: June 29, 2026 |
REALTY INCOME CORPORATION |
| |
|
|
| |
By: |
/s/ Bianca Martinez |
| |
|
Bianca Martinez |
| |
|
Senior Vice President, Associate General Counsel and Assistant Secretary |
