STOCK TITAN

Realty Income (NYSE: O) sells €600M 3.625% notes due 2032 in underwritten deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Realty Income Corporation has agreed to issue and sell €600.0 million aggregate principal amount of 3.625% Notes due 2032 under a purchase agreement with a group of underwriters led by Barclays Bank PLC, BNP PARIBAS, RBC Europe Limited, Banco Santander, S.A. and Wells Fargo Securities International Limited.

The debt offering is anticipated to close on July 7, 2026, subject to customary closing conditions. The company also includes extensive cautionary language about forward-looking statements and risk factors that could cause actual results to differ from expectations.

Positive

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Insights

Realty Income adds euro-denominated fixed-rate debt maturing in 2032.

Realty Income Corporation is issuing €600.0 million of 3.625% Notes due 2032 through a purchase agreement with major global banks acting as underwriters. This expands its unsecured debt stack with a new, long-dated euro tranche.

The fixed 3.625% coupon locks in funding cost to 2032, which can help match long-term lease cash flows typical for a real estate investment trust. Credit impact depends on how the proceeds are ultimately used and their position within overall leverage and coverage metrics, which are not detailed here.

The offering is expected to close on July 7, 2026, subject to customary conditions. Subsequent filings may provide more clarity on use of proceeds, maturity profile, and how this euro issuance fits alongside existing U.S. dollar and other currency notes.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes principal amount €600.0 million Aggregate principal amount of 3.625% Notes due 2032
Coupon rate 3.625% Interest rate on Notes due 2032
Maturity year 2032 Maturity of new euro-denominated notes
Anticipated closing date July 7, 2026 Expected closing of the notes offering
Form type Form 8-K, Item 8.01 Other Events disclosure for notes issuance
purchase agreement financial
"entered into a purchase agreement with Barclays Bank PLC, BNP PARIBAS, RBC Europe Limited"
A purchase agreement is a legally binding contract that spells out exactly what is being bought, for how much, and under what conditions, including timelines, seller and buyer promises, and protections if things go wrong. For investors it matters because the agreement fixes the deal’s price, risks and closing conditions—like a detailed receipt and return policy for a large transaction—so it helps determine whether the deal will complete and how it will affect the company’s value and cash flow.
aggregate principal amount financial
"issue and sell to the Underwriters €600.0 million aggregate principal amount of its 3.625% Notes due 2032"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
forward-looking statements regulatory
"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
real estate investment trust financial
"our continued qualification as a real estate investment trust"
A real estate investment trust (REIT) is a company that owns and manages income-producing properties—like apartment buildings, shopping centers, offices, or warehouses—and is required to pass most of its rental income to shareholders as dividends. Think of it as a shared property owner: instead of buying a whole building, investors buy a slice of a portfolio that pays regular income and can offer exposure to property values and rental markets without direct management. REITs matter to investors for predictable income, diversification, and liquidity compared with owning physical real estate.
underwriters financial
"issue and sell to the Underwriters €600.0 million aggregate principal amount"
Underwriters are financial professionals or institutions that help companies raise money by selling new securities, such as stocks or bonds, to investors. They assess the risk and determine the price at which these securities should be sold, acting like a bridge between the company and the investors. Their role helps ensure that the company raises the needed funds while providing investors with options that reflect the level of risk involved.
customary closing conditions financial
"The offering is anticipated to close on July 7, 2026, subject to the satisfaction of customary closing conditions"
"Customary closing conditions" are standard rules or checks that must be met before a business deal can be finalized, like making sure all paperwork is in order or that certain approvals are obtained. They matter because they help protect both parties, ensuring everything is in place and reducing the risk of surprises or problems after the deal is closed.
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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”) entered into a purchase agreement with Barclays Bank PLC, BNP PARIBAS, RBC Europe Limited, Banco Santander, S.A. and Wells Fargo Securities International Limited as representatives (the “Representatives”) of the underwriters listed therein (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters €600.0 million aggregate principal amount of its 3.625% Notes due 2032. The offering is anticipated to close on July 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, 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 and 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).

 

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.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

1.1+   Purchase Agreement, dated June 29, 2026 between the Representatives, the other Underwriters party thereto 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: June 29, 2026 REALTY INCOME CORPORATION
     
  By: /s/ Bianca Martinez
    Bianca Martinez
    Senior Vice President, Associate General Counsel and Assistant Secretary

 

 

FAQ

What transaction did Realty Income Corporation (O) disclose in this 8-K?

Realty Income Corporation disclosed it entered a purchase agreement to issue and sell €600.0 million aggregate principal amount of 3.625% Notes due 2032. The notes are being sold to a syndicate of underwriters led by Barclays, BNP PARIBAS, RBC Europe, Banco Santander and Wells Fargo Securities.

What are the key terms of Realty Income’s new notes due 2032?

The new securities are €600.0 million aggregate principal amount of 3.625% Notes due 2032. They carry a fixed 3.625% interest rate and are expected to mature in 2032, providing long-term euro-denominated funding for Realty Income as part of its broader capital structure.

When is the closing of Realty Income’s €600 million notes offering expected?

The offering of €600.0 million 3.625% Notes due 2032 is anticipated to close on July 7, 2026. Closing remains subject to satisfaction of customary conditions typically associated with underwritten debt offerings, as outlined in the purchase agreement with the underwriting syndicate.

Who are the underwriters for Realty Income Corporation’s 2032 notes?

The underwriters are represented by Barclays Bank PLC, BNP PARIBAS, RBC Europe Limited, Banco Santander, S.A. and Wells Fargo Securities International Limited. These banks act as representatives for the broader underwriting group that will purchase the €600.0 million of 3.625% Notes due 2032.

What exhibit is attached to Realty Income’s 8-K about the 2032 notes?

The filing attaches Exhibit 1.1, a Purchase Agreement dated June 29, 2026 between Realty Income and the underwriting representatives. Certain schedules and attachments to this exhibit are omitted under Regulation S-K Item 601(a)(5), but can be provided to the SEC upon request.

Filing Exhibits & Attachments

5 documents