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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:
April 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 April 7, 2026, Realty Income Corporation
(the “Company”) closed its offering of $800 million aggregate principal amount of its 4.750% Notes due 2033, pursuant to a
purchase agreement dated March 30, 2026 entered into by and among the Company, Wells Fargo Securities, LLC, BBVA Securities Inc.,
BofA Securities, Inc., J.P. Morgan Securities LLC and TD Securities (USA) LLC 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
4.750% Note due 2033 issued on April 7, 2026 (contained in Exhibit 4.3 hereto). |
| 4.3+ |
Officers’
Certificate dated April 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 “4.750 % Notes due 2033” and including the forms of debt security. |
| 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: April 7, 2026 |
REALTY INCOME CORPORATION |
| |
|
|
| |
By: |
/s/ Bianca Martinez |
| |
|
Bianca Martinez |
| |
|
Senior Vice President, Associate General Counsel and Assistant Secretary |