Realty Income Updates $2.3B Term Loans; No New Debt Incurred

Realty Income Corporation (NYSE: O) filed a Form 8-K detailing the execution of two amendments that update existing term-loan facilities.

Rhea-AI Filing Summary

Realty Income Corporation (NYSE: O) filed a Form 8-K detailing the execution of two amendments that update existing term-loan facilities.

Key details:

• Wells Fargo Term Loan Agreement Amendment (Exhibit 10.1): modifies the Amended & Restated Term Loan Agreement dated 22 Jan 2024, which includes (i) a $300 million USD tranche maturing 22 Aug 2025 and (ii) a $500 million USD tranche maturing 20 Aug 2027.
• TD Term Loan Agreement Amendment (Exhibit 10.2): updates the Term Loan Agreement dated 6 Jan 2023 that permits up to $1.5 billion of multi-currency borrowings maturing 5 Jan 2026.
• The amendments conform covenant and definitional terms in both term-loan facilities to the company’s recently closed Fourth Amended & Restated Credit Agreement dated 29 Apr 2025.
• No new debt is being incurred; the changes are administrative and legal in nature and are fully set forth in the attached exhibits.

Investor takeaway: Aligning loan documents under a uniform covenant structure should streamline compliance and could provide incremental flexibility, but the filing does not alter aggregate borrowing capacity or disclose new financial metrics. The event is therefore administratively important yet financially neutral in the near term.

Positive

• Covenant alignment across $2.3 billion of term-loan capacity may reduce compliance risk and improve financial flexibility.

Negative

• None.

Insights

Financial Analyst

TL;DR: Amendments align term-loan covenants with the new credit agreement; no change to total debt, impact is operationally positive but financially neutral.

The company merely harmonises two existing facilities ($800 million Wells Fargo and $1.5 billion TD) with its recently renegotiated revolving credit agreement. No incremental leverage is taken on, maturities remain 2025-2027 and 2026, respectively. For creditors, consistent covenants reduce documentation risk and potential compliance breaches. For equity holders, the action does not move cash-flow, FFO or dividend capacity in the short run. Overall, the disclosure is prudent housekeeping rather than a catalyst.

Credit Risk Analyst

TL;DR: Covenant alignment slightly lowers execution risk, modest positive for lenders; immaterial for credit profile.

From a credit-risk lens, standardising terms across facilities reduces administrative friction and helps avoid technical defaults. However, maturities and notional amounts are unchanged, leverage metrics are unaffected and no pricing terms were disclosed. The modification marginally enhances documentation quality but does not warrant a rating action.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did Realty Income (O) announce in its June 23 2025 Form 8-K?

It executed amendments to two existing term-loan agreements to align their terms with its new credit agreement.

Do the amendments create new debt for Realty Income?

No. The amendments are administrative; total borrowing capacity and maturities remain unchanged.

What are the sizes and maturities of the affected Wells Fargo term loans?

One tranche is $300 million due 22 Aug 2025 and another is $500 million due 20 Aug 2027.

How much borrowing capacity is covered by the TD Term Loan Agreement?

Up to $1.5 billion in multi-currency term loans maturing 5 Jan 2026.

Why were the term-loan agreements amended?

To conform covenants and definitions to Realty Income’s Fourth Amended & Restated Credit Agreement closed on 29 Apr 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/23/2025 - 05:24 PM Learn about SEC filing dates

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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 23, 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 1.01 Entry into a Material Definitive Agreement

On June 23, 2025, Realty Income Corporation (the “Company”) entered into (i) that certain First Amendment to Amended and Restated Term Loan Agreement (the “Wells Fargo Term Loan Agreement Amendment”) which amends its Amended and Restated Term Loan Agreement, dated as of January 22, 2024, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (as amended, the “Wells Fargo Term Loan Agreement”), which provides for a $300 million Dollar denominated term loan due August 22, 2025, and a $500 million Dollar denominated term loan due August 20, 2027, and (ii) that certain Second Amendment to Term Loan Agreement (the “TD Term Loan Agreement Amendment” and, together with the Wells Fargo Term Loan Agreement Amendment, the “Term Loan Agreement Amendments”) which amends its Term Loan Agreement, dated as of January 6, 2023, governing the multi-currency term loans which allow us to incur up to an aggregate of $1.5 billion in total borrowings and mature in January 5, 2026, among the Company, as Borrower, the lenders party thereto, Toronto Dominion (Texas) LLC, as Administrative Agent, and the other parties named therein (as amended, the “TD Term Loan Agreement” and, together with Wells Fargo Term Loan Agreement, the “Term Loan Agreements”).

The Term Loan Agreement Amendments conform certain terms of the respective Term Loan Agreements to the terms of our recently closed Fourth Amended and Restated Credit Agreement, dated as of April 29, 2025, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein.

The foregoing descriptions of each of the Wells Fargo Term Loan Agreement Amendment and the TD Term Loan Agreement Amendment and the Term Loan Agreements are qualified in their entirety by reference to the full and complete terms of each of the Term Loan Agreement Amendments (including the conformed copy of each Term Loan Agreement, as amended, attached thereto), which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1		Wells Fargo Term Loan Agreement Amendment
10.2		TD Term Loan Agreement Amendment
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: June 23, 2025	REALTY INCOME CORPORATION
	By:	/s/ Bianca Martinez
		Bianca Martinez
		Senior Vice President, Associate General Counsel and Assistant Secretary