[8-K] Realty Income Corporation Reports Material Event

Rhea-AI Filing Summary

Realty Income Corporation (O) filed an 8-K dated August 15, 2025, providing updated disclosure about United States federal income tax considerations and including an Interactive Data File formatted as Inline XBRL in Exhibit 101. The filing lists the company's common stock and multiple series of notes by coupon and maturity, and is signed by Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary. The document appears to update tax-related disclosure for investors and provides machine-readable filing data.

Positive

• Updated United States federal income tax considerations disclosed, indicating refreshed tax-related guidance
• Interactive Data File (Inline XBRL) included in Exhibit 101, improving machine-readable access to filing data
• Signed by authorized officer (Bianca Martinez), showing formal execution of the disclosure

Negative

• None.

Insights

Securities Lawyer

TL;DR: Filing updates tax disclosure and supplies Inline XBRL data; routine regulatory disclosure with limited market-moving content.

The 8-K communicates an update to United States federal income tax considerations and includes an Inline XBRL exhibit, indicating the company is refreshing tax guidance and providing structured filing data for stakeholders and regulators. The filing lists securities outstanding and related note series, which helps identify affected instruments but does not state quantitative tax outcomes or changes to financial results. From a legal-compliance perspective, this appears to be a disclosure-driven filing without assertion of material impairments or disclaimers beyond the stated update.

Corporate Governance Analyst

TL;DR: Governance disclosure completed; update improves transparency but contains no operational or financial detail.

The submission, signed by an authorized officer, documents an updated tax consideration section and supplies an Interactive Data File, reflecting adherence to disclosure standards. It confirms the company is maintaining current tax-related disclosures affecting holders of common stock and various debt issues. The content provided does not include figures, changes to tax liabilities, or management commentary, limiting assessment of material impact on stakeholders.

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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: August 15, 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.

Updated United States Federal Income Tax Considerations

The discussion under the heading “United States Federal Income Tax Considerations” in Exhibit 99.1 hereto supersedes and replaces the discussion under the heading “United States Federal Income Tax Considerations” in the prospectus dated February 16, 2024, which is part of the Registration Statement on Form S-3 (File No. 333-277150) filed by Realty Income Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on February 16, 2024 and which is also attached to (a) each of two prospectus supplements dated February 16, 2024, filed by the Company with the SEC on February 16, 2024, (b) the prospectus supplement dated February 22, 2024, filed by the Company with the SEC on February 23, 2024, (c) the prospectus supplement dated August 19, 2024, filed by the Company with the SEC on August 20, 2024, (d) the prospectus supplement dated August 27, 2024, filed by the Company with the SEC on August 28, 2024, (e) the prospectus supplement dated April 1, 2025, filed by the Company with the SEC on April 2, 2025, and (f) the prospectus supplement dated June 11, 2025, filed by the Company with the SEC on June 12, 2025, in each case pursuant to Rule 424(b) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1	Updated United States Federal Income Tax Considerations
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: August 15, 2025	REALTY INCOME CORPORATION
	By:	/s/ BIANCA MARTINEZ
		Bianca Martinez
		Senior Vice President, Associate General Counsel and Assistant Secretary

FAQ

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

The company disclosed an updated United States federal income tax considerations section and included an Inline XBRL Interactive Data File as Exhibit 101.

Which securities are referenced in the 8-K for Realty Income (O)?

The filing lists Common Stock, $0.01 par value and multiple note series including coupons and maturities such as 1.125% Notes due 2027 through 2.500% Notes due 2042.

Who signed the Realty Income 8-K filed August 15, 2025?

The filing is signed by Bianca Martinez, Senior Vice President, Associate General Counsel and Assistant Secretary.

Does the 8-K provide financial amounts or tax liability figures?

No. The provided content only states an update to federal income tax considerations and does not include specific figures or quantification of tax liabilities.