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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 |
