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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: December 1, 2025
(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 7.01 Regulation FD Disclosure.
On December 1, 2025, Realty Income Corporation
(the “Company”) revised its investment volume guidance for the year ending December 31, 2025. The Company now expects the
investment volume for 2025 to over $6.0 billion as compared to previous guidance of approximately $5.5 billion.
Also on December 1, 2025, the Company issued
a press release announcing its entry into a definitive agreement with Blackstone Real Estate
to acquire a $800.0 million preferred equity investment in the real estate of CityCenter in Las Vegas. A copy of the press release is attached
as Exhibit 99.1.
In accordance with General Instruction B.2 of
Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange
Act or the Securities Act, except as shall be expressly set forth by reference in such a filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K (this
“Current Report”) 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 Current Report, the words "estimated," "anticipated," "expect," "believe,"
"intend," "continue," "should," "may," "likely," "plans," and similar expressions
are intended to identify forward-looking statements. Forward-looking statements include anticipated closing and funding of the
preferred investment; and the timing thereof, anticipated future performance, discussions of the Company’s business and
portfolio including management thereof; the Company’s platform including its international expansion; growth strategies;
sources of capital; and the Company’s investment pipeline and intentions to acquire or dispose of properties (including
geographies and partners). Forward-looking statements are subject to risks, uncertainties, and assumptions about the Company, which
may cause actual future results to differ materially from expected results. Some of the factors that could cause actual results to
differ materially are, among others, the Company’s ability to consummate the transaction on the contemplated timeline, if at
all; the future operational performance of the tenant and the properties; the Company’s 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 the Company and its clients; 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 the Company’s 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 the Company’s 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 the
Company’s control of the underlying investments; epidemics or pandemics; the loss of key personnel; the outcome of any legal
proceedings to which the Company is 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 the Company’s reports filed with the U.S. Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of
future plans and performance and speak only as of the date of this press release. 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 operating results may differ materially from what is expressed or forecasted in this Current Report and
forecasts made in the forward-looking statements discussed in this press release may not materialize. The Company does 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 |
|
Press Release, dated December 1, 2025 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: December 1, 2025 |
REALTY INCOME CORPORATION |
| |
|
|
| |
By: |
/s/ Bianca Martinez |
| |
|
Bianca Martinez |
| |
|
Senior Vice President, Associate General Counsel and Assistant Secretary |
