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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: October 6, 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 8.01 Other Events
On October 6, 2025, Realty Income Corporation
(the “Company”) closed its offering of $400.0 million aggregate principal amount of its 3.950% Notes due 2029 and $400.0 million
aggregate principal amount of its 4.500% Notes due 2033, pursuant to a purchase agreement dated September 25, 2025 entered into by
and among the Company, Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA 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 3.950% Note due
2029 issued on October 6, 2025 (contained in Exhibit 4.4 hereto). |
| 4.3 |
|
Form of 4.500% Note due
2033 issued on October 6, 2025 (contained in Exhibit 4.4 hereto). |
| 4.4 |
|
Officers’ Certificate
dated October 6, 2025 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 “3.950% Notes due 2029” and a new series of debt securities entitled “4.500% Notes due 2033” and
including the forms of debt securities of each such series. |
| 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 (contained in the opinion filed as Exhibit 5.2 hereto). |
| 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: October 6, 2025 |
REALTY INCOME CORPORATION |
| |
|
|
| |
By: |
/s/ Bianca Martinez |
| |
|
Bianca Martinez |
| |
|
Senior Vice President, Associate General Counsel and Assistant Secretary |
