What changed in this filing

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Item 1. Financial Statements

2025-05-06 compared with 2024-11-05 · 1068 added, 483 removed, 680 unchanged (70% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts) (unaudited)

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Real estate held for investment, at cost:

17 unchanged sentences

Other liabilities 915,959 923,128

Line of credit payable and commercial paper 427,546 764,390

Revolving credit facility and commercial paper 1,701,896 1,130,201

Term loans, net 2,392,299 2,358,417

4 unchanged sentences

Stockholders’ equity:

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000 shares authorized, 875,197 and 752,460 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000 shares authorized, 903,062 and 891,511 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

$ 48,075,527 $ 47,451,068

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(in thousands, except per share amounts) (unaudited)

Three months ended September 30,

Nine months ended September 30,

2024 2023 2024 2023

Rental (including reimbursable) $ 1,271,153 $ 1,008,862 $ 3,764,050 $ 2,929,440

Three months ended March 31,

Rental (including reimbursements) $ 1,313,057 $ 1,208,169

Other 67,448 52,316

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Interest 268,374 240,614

Property (including reimbursable) 92,154 70,981 281,366 235,081

Property (including reimbursements) 106,681 89,361

General and administrative 44,044 40,842

Provisions for impairment 116,589 89,489

Merger, transaction, and other costs 8,610 2,884 105,468 4,532

Merger, transaction, and other costs, net 279 94,104

Total expenses 1,144,902 1,135,474

1 unchanged sentence

Foreign currency and derivative (loss) gain, net ( 2,545 ) 4,046

Equity in earnings of unconsolidated entities 5,087 — 5,440 411

Equity in earnings (losses) of unconsolidated entities 4,357 ( 1,676 )

Other income, net 7,167 5,446

5 unchanged sentences

Preferred stock dividends — ( 2,588 )

Excess of redemption value over carrying value of preferred shares redeemed ( 5,116 ) — ( 5,116 ) —

Net income available to common stockholders $ 249,815 $ 129,696

5 unchanged sentences

Net income available to common stockholders $ 249,815 $ 129,696

Total other comprehensive income (loss)

Other comprehensive income (loss):

Foreign currency translation adjustment 45,215 ( 18,036 )

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(in thousands) (unaudited)

Three months ended September 30, 2024, and 2023

Three months ended March 31, 2025 and 2024

stock Preferred

6 unchanged sentences

interests Total

Balance, June 30, 2024

Balance, December 31, 2024

— $ — 891,511 $ 47,451,068 $ ( 8,648,559 ) $ 38,229 $ 38,840,738 $ 210,948 $ 39,051,686

4 unchanged sentences

Contributions by noncontrolling interests — — — — — — — 1,342 1,342

Issuance of common partnership units — — — ( 768 ) — — ( 768 ) 47,253 46,485

Preferred shares redeemed ( 6,900 ) ( 167,394 ) — — ( 5,116 ) — ( 5,116 ) — ( 5,116 )

Share-based compensation, net

— — 263 ( 3,441 ) — — ( 3,441 ) — ( 3,441 )

Balance, September 30, 2024

— $ — 875,197 $ 46,505,688 $ ( 8,151,359 ) $ 103,463 $ 38,457,792 $ 211,918 $ 38,669,710

Balance, June 30, 2023

— $ — 708,773 $ 37,149,380 $ ( 6,102,226 ) $ 96,057 $ 31,143,211 $ 167,932 $ 31,311,143

Net income — — — — 233,473 — 233,473 404 233,877

Other comprehensive loss — — — — — ( 54,208 ) ( 54,208 ) — ( 54,208 )

Distributions paid and payable — — — — ( 547,781 ) — ( 547,781 ) ( 2,497 ) ( 550,278 )

Share issuances, net of costs — — 15,122 876,253 — — 876,253 — 876,253

Contributions by noncontrolling interests — — — — — — — 435 435

Share-based compensation, net — — ( 1 ) 6,196 — — 6,196 — 6,196

Balance, September 30, 2023

Balance, March 31, 2025

— $ — 903,062 $ 48,075,527 $ ( 9,117,085 ) $ 72,819 $ 39,031,261 $ 210,926 $ 39,242,187

Nine months ended September 30, 2024 and 2023

stock Preferred

capital Shares of

capital Distributions

net income Accumulated

comprehensive income Total

stockholders’

equity Non-controlling

interests Total

Balance, December 31, 2023

Net income — — — — 661,160 — 661,160 4,831 665,991

Other comprehensive income — — — — — 29,569 29,569 — 29,569

Distributions paid and payable — — — — ( 2,045,267 ) — ( 2,045,267 ) ( 7,438 ) ( 2,052,705 )

Share issuances, net of costs — — 14,073 818,724 — — 818,724 — 818,724

Shares issued with merger 6,900 167,394 108,308 6,043,641 — — 6,043,641 — 6,043,641

Contributions by noncontrolling interests — — — — — — — 1,770 1,770

Issuance of common partnership units — — — ( 768 ) — — ( 768 ) 47,253 46,485

Preferred shares redeemed ( 6,900 ) ( 167,394 ) — — ( 5,116 ) — ( 5,116 ) — ( 5,116 )

Share-based compensation, net — — 356 14,382 — — 14,382 — 14,382

Balance, September 30, 2024

— $ — 752,460 $ 39,629,709 $ ( 6,762,136 ) $ 73,894 $ 32,941,467 $ 165,502 $ 33,106,969

Balance December 31, 2022 — $ — 660,300 $ 34,159,509 $ ( 5,493,193 ) $ 46,833 $ 28,713,149 $ 130,140 $ 28,843,289

Net income — — — — 132,284 — 132,284 1,615 133,899

2 unchanged sentences

Share issuances, net of costs — — 9,663 546,656 — — 546,656 — 546,656

Shares issued with merger 6,900 167,394 108,308 6,043,641 — — 6,043,641 — 6,043,641

Contributions by noncontrolling interests — — — — — — — 214 214

Share-based compensation, net — — 325 755 — — 755 — 755

Balance, September 30, 2023

Balance, March 31, 2024

6,900 $ 167,394 870,756 $ 46,220,761 $ ( 7,299,514 ) $ 64,780 $ 38,986,027 $ 165,063 $ 39,151,090

3 unchanged sentences

(in thousands) (unaudited)

Nine months ended September 30,

Three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Non-cash revenue adjustments ( 28,486 ) ( 30,586 )

Amortization of net premiums on mortgages payable ( 18 ) ( 9,597 )

Amortization of net premiums on notes payable ( 3,883 ) ( 45,647 )

Amortization of net discounts (premiums) on mortgages payable 65 ( 122 )

Amortization of net discounts (premiums) on notes payable 652 ( 4,150 )

Amortization of deferred financing costs 5,920 5,819

Foreign currency and unrealized derivative (gain) loss, net ( 33,582 ) 10,188

Foreign currency and unrealized derivative gain, net ( 273 ) ( 12,570 )

Non-cash interest expense (income) 1,829 ( 1,800 )

Gain on sales of real estate ( 22,537 ) ( 16,574 )

Equity in earnings of unconsolidated entities ( 5,440 ) ( 411 )

Equity in (earnings) losses of unconsolidated entities ( 4,357 ) 1,676

Distributions on common equity from unconsolidated entities 5,756 5,249

Provisions for impairment 116,589 89,489

Deferred income taxes ( 104 ) —

Change in assets and liabilities

8 unchanged sentences

Proceeds from sales of real estate 92,573 95,624

Return of investment from unconsolidated entities — 3,927

Proceeds from note receivable 7,022 5,468

6 unchanged sentences

Cash distributions to preferred stockholders — ( 2,588 )

Borrowings on line of credit and commercial paper programs 24,698,502 33,021,401

Payments on line of credit and commercial paper programs ( 25,079,449 ) ( 34,909,165 )

Proceeds from term loan — 1,029,383

Borrowings on revolving credit facility and commercial paper programs 5,594,638 8,018,932

Payments on revolving credit facility and commercial paper programs ( 5,084,178 ) ( 7,748,935 )

Principal payment on term loan — ( 250,000 )

4 unchanged sentences

Proceeds from dividend reinvestment and stock purchase plan 3,105 3,117

Redemption of preferred stock ( 172,510 ) —

Distributions to noncontrolling interests ( 2,999 ) ( 2,268 )

Net receipts on derivative settlements — 2,191

Debt issuance costs — ( 28,603 )

Other items, including shares withheld upon vesting ( 9,459 ) ( 8,493 )

Net cash (used in) provided by financing activities ( 885,810 ) 4,642,148

Net cash provided by financing activities 374,558 17,027

Effect of exchange rate changes on cash and cash equivalents 6,737 ( 2,279 )

Net increase in cash, cash equivalents and restricted cash 155,702 203,783

Net (decrease) increase in cash, cash equivalents and restricted cash ( 144,820 ) 404,611

Cash, cash equivalents and restricted cash, beginning of period 495,505 292,175

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

March 31, 2025

Summary of Significant Accounting Policies

Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P 500 company and real estate partner to the world's leading companies.

The Company was founded in 1969 and our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”.

As of September 30, 2024, we owned or held interests in a diversified portfolio of 15,457 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and six other countries in Europe, with approximately 336.6 million square feet of leasable space.

In January 2024, we completed our merger with Spirit Realty Capital, Inc.

For more details, please see note 2 , Merger with Spirit Realty Capital, Inc.

Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P 500 company founded in 1969.

Our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”.

As of March 31, 2025, we owned or held interests in a diversified portfolio of 15,627 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and six other countries in Europe, with approximately 341.8 million square feet of leasable space.

Basis of Presentation .

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In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary to present a fair statement of results for the interim periods presented have been included.

Operating results for the three and nine months ended September 30, 2024 are not necessarily an indication of the results that may be expected for the entire year.

Operating results for the three months ended March 31, 2025 are not necessarily an indication of the results that may be expected for the entire year.

Readers of this quarterly report should refer to our audited consolidated financial statements for the year ended December 31, 2024, which are included in our 2024 annual report on Form 10-K , as certain disclosures that would substantially duplicate those contained in the audited financial statements have not been included in this report.

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Variable interest entities ("VIEs") are entities that lack sufficient equity at risk or where the equity holders either do not have the obligation to absorb losses, do not have the right to receive residual returns, do not have the right to make decisions about the entity’s activities, or some combination of the above.

A controlling financial interest in a VIE is present when an entity has a variable interest, or a combination of variable interests, that provides the entity with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially

be significant to the VIE.

An entity that meets both conditions above is deemed the primary beneficiary and consolidates the VIE.

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We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances.

At September 30, 2024, we are considered the primary beneficiary of Realty Income, L.P.

At March 31, 2025, we are considered the primary beneficiary of Realty Income, L.P.

and certain investments, including investments in joint ventures.

Below is a summary of selected financial data of such consolidated VIEs, included on our consolidated balance sheets at September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024 December 31, 2023

Below is a summary of selected financial data of such consolidated VIEs, included on our consolidated balance sheets at March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

Net real estate

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Actual results could differ from those estimates.

Segment Reporting.

We report our results in a single reportable segment, which reflects how our chief operating decision maker allocates resources and assesses our performance.

Income Taxes.

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Our use of TRS entities enables us to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings.

For our international territories, we are liable for taxes in the U.K.

Accordingly, provisions have been made for U.K.

and Spain income taxes.

Therefore, the income taxes recorded on our consolidated statements of income and comprehensive income represent amounts accrued or paid by Realty Income and its subsidiaries for U.S.

income taxes on our TRS entities, city and state income and franchise taxes, and income taxes for the U.K.

We are liable for taxes in our applicable international territories and have made the appropriate provisions in those territories.

Therefore, the income taxes recorded in our consolidated statements of income and comprehensive income represent amounts for U.S.

income taxes on our TRS entities, city and state income and franchise taxes, as well as income taxes for the applicable international territories.

We recognize deferred income tax in our taxable subsidiaries, including certain international jurisdictions.

Deferred income tax assets and liabilities are generally the result of temporary differences between book and tax accounting, such as timing differences caused by different useful lives used for depreciation.

We provide for a valuation allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be realized.

We had $ 3.5 million of net deferred tax liabilities as of both March 31, 2025 and December 31, 2024, which are reported in 'Other liabilities' on our consolidated balance sheets.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes primarily due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.

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Taxes and operating expenses paid directly by our clients are recorded on a net basis.

Other revenue includes certain property-related revenue not included in rental revenue and interest income recognized on financing receivables for above-market leases acquired through sale-leaseback transactions.

Other revenue includes certain property-related revenue not included in rental revenue and interest income recognized on financing receivables for certain leases with above-market terms.

We assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under ASC 842, Leases .

We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends and other facts and circumstances related to the applicable clients.

If we conclude the collection of substantially all of the lease payments under a lease is less than probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental revenue, and no further operating lease receivables are recorded for that lease until such future determination is made that substantially all lease payments under that lease are now considered probable.

If we conclude the collection of substantially all of lease payments under a lease is less than probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental revenue, and no further operating lease receivables are recorded for that lease until such future determination is made that substantially all lease payments under that lease are now considered probable.

If we subsequently conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease receivables previously written off is recognized.

In addition to the client-specific collectability assessment conducted, we may also recognize a general allowance, as a reduction to rental revenue, for our operating lease receivables which are not expected to be fully collectible.

We had $ 4.4 million of general allowance as of March 31, 2025.

There was no general allowance as of December 31, 2024.

Loans Receivable .

We hold our loans receivable for long-term investment.

We recognize interest income on loans receivable using the effective-interest method.

Our acquired loans are classified as held for investment and are carried at their amortized cost basis.

We recognize interest income on loans receivable using a method that approximates the effective-interest method.

Direct costs associated with originating loans, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the loan using the effective interest method.

When management identifies the full recovery of the contractually specified payments of principal and interest of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status.

We made the accounting policy election to record accrued interest on our loan portfolio separate from our loan receivable and other lending investments.

We have made an accounting policy election to record accrued interest on our loan portfolio separate from our loan receivable and other lending investments.

These loans and the related interest receivable are presented in 'Other assets, net' on our consolidated balance sheets.

Financing Receivables.

For properties we acquire that qualify as sale-leaseback transactions and the purchase price is in excess of the fair value of the real estate acquired, the difference is accounted for as financing receivables, presented within 'Other assets, net' on our consolidated balance sheets.

For properties we acquire that qualify as sale-leaseback transactions and for which the purchase price is in excess of the fair value of the real estate acquired, the difference is accounted for as financing receivables, presented within 'Other assets, net' on our consolidated balance sheets.

Rent payments are allocated between rental income and the financing receivable.

Interest income on the financing receivable is recognized using the interest rate implicit in the leaseback and presented within 'Other' revenue in our consolidated statement of income and comprehensive income.

Allowance for Credit Losses .

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Changes in our allowance for credit losses are presented in 'Provisions for impairment' in our consolidated statements of income and comprehensive income.

The following summarizes the activity within the allowance for credit losses related to loans and financing receivable for the nine months ended September 30, 2024 (in millions):

Loans Receivable Financing Receivable Total

Allowance for credit losses at December 31, 2023

$ 2.5 $ 2.4 $ 4.9

Provision for credit losses (1)

4.5 69.8 74.3

Initial allowance for PCD assets (2)

Write-offs (3)

( 1.8 ) — ( 1.8 )

Foreign currency remeasurement 0.4 — 0.4

Allowance for credit losses at September 30, 2024

$ 7.4 $ 72.2 $ 79.6

(1) During the nine months ended September 30, 2024, provisions for credit losses on loans receivable were primarily attributable to loans acquired during 2024.

The increase in provision for credit losses on financing receivables is primarily due to a client in the convenience store industry that has defaulted on their lease payments and was fully reserved for as of September 30, 2024.

(2) Includes the recognition of an initial expected credit loss of $ 1.8 million for a purchased credit deteriorated ("PCD") loan we acquired in conjunction with our merger with Spirit.

(3) Includes a reduction due to the sale of a PCD loan in September 2024.

Merger, Transaction, and Other Costs.

Merger, transaction, and other costs include (i) merger-related transaction costs, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to a merger, (ii) organization costs for potential strategic ventures and business lines, (iii) corporate facilities lease termination costs, and (iv) other costs that do not align with the ongoing operations of our business.

During the three and nine months ended September 30, 2024, we incurred $ 8.6 million and $ 105.5 million, respectively, of merger, transaction, and other costs consisting primarily of $ 2.9 million and $ 99.8 million, respectively, of transaction and integration-related costs related to Spirit and $ 5.1 million for each of the respective periods related to the lease termination of a legacy corporate facility.

For further details, see note 6, Investments in Loans and Financing Receivables.

Recent Accounting Standards Not Yet Adopted.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes , to enhance income tax disclosures, provide more information about tax risks and opportunities present in worldwide operations, and to disaggregate existing income tax disclosures.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the nature of expenses included in the income statement.

This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted.

We are currently evaluating the impact on our financial statement disclosures.

In December 2023, the FASB issued Accounting Standards Update ASU 2023-09, Income Taxes , to enhance income tax disclosures, provide more information about tax risks and opportunities present in worldwide operations, and to disaggregate existing income tax disclosures.

The guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively.

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We are currently evaluating the impact on our financial statement disclosures.

In November 2023, FASB issued Accounting Standards Update ASU 2023-07, Segment Reporting , establishing improvements to reportable segments disclosures to enhance segment reporting under Topic 280.

This ASU aims to change how public entities identify and aggregate operating segments and apply quantitative thresholds to determine their reportable segments.

This ASU also requires public entities that operate as a single reportable segment to provide all segment disclosures in Topic 280, not just entity level disclosures.

The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024 and the amendments should be applied retrospectively to all periods presented in the financial statements.

We are currently evaluating the impact on our financial statement disclosures.

Merger with Spirit Realty Capital, Inc.

On October 29, 2023, we entered into an Agreement and Plan of Merger (as amended, or the “Merger Agreement”) with Saints MD Subsidiary, Inc., (“Merger Sub”) a Maryland corporation and direct wholly owned subsidiary of Realty Income and Spirit, a Maryland corporation.

On January 23, 2024, we completed our merger with Spirit.

Pursuant to the terms and subject to the conditions of the Merger Agreement, Spirit merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation (the “Merger”).

At the effective time of the Merger (the “Effective Time”), (i) each outstanding share of Spirit common stock, par value $ 0.05 per share, automatically converted into 0.762 (the “Exchange Ratio”) of a newly issued share of our common stock, subject to adjustments as set forth in the Merger Agreement, and cash in lieu of fractional shares, and (ii) each outstanding share of Spirit’s 6.000 % Series A Cumulative Redeemable Preferred Stock, par value $ 0.01 per share, converted into the right to receive one share of newly issued Realty Income 6.000 % Series A Cumulative Redeemable Preferred Stock (“Realty Income Series A preferred stock”), having substantially the same terms as the Spirit Series A Preferred Stock.

Immediately prior to the Effective Time, each award of outstanding restricted Spirit common stock and Spirit performance share award was cancelled and converted into Realty Income common stock, using the Exchange Ratio.

For more details, see note 16, Series A Preferred Stock.

The primary reason for the merger was to expand our size, scale and diversification, in order to further position us as the real estate partner of choice for large net lease transactions.

Our merger with Spirit has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value.

On January 23, 2024, we completed our previously announced merger (the "Merger") with Spirit Realty Capital, Inc.

For further details, please see note 2 , Merger with Spirit Realty Capital, Inc., to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024.

The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value.

The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data):

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Consideration transferred $ 6,186,284

(1) Includes 142,136,567 shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the Effective Time at an Exchange Ratio of 0.762 per share of Spirit common stock.

(1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the effective time of the Merger (the “Effective Time”) at an Exchange Ratio of 0.762 per share of Spirit common stock.

The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (3) below.

(2) In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding.

(3) Represents the fair value of fully vested Spirit restricted stock and performance share awards that were accelerated and converted into Realty Income common stock at the Effective Time, reflecting the value attributable to post-combination services.

Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the merger date.

Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the date of the Merger.

The fair value attributable to pre-combination services was $ 41.7 million and is included in the consideration transferred above.

Preliminary Purchase Price Allocation

The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

At Acquisition Date As Reported

March 31, 2024 Measurement Period Adjustments At Acquisition Date As Reported

September 30, 2024

Land $ 1,853,895 $ 3,247 $ 1,857,142

Buildings and improvements 4,859,162 90,314 4,949,476

Total real estate held for investment 6,713,057 93,561 6,806,618

Real estate and lease intangibles held for sale 35,650 ( 1,583 ) 34,067

Cash and cash equivalents 93,683 — 93,683

Accounts receivable 12,959 ( 145 ) 12,814

Lease intangible assets (1)

2,214,615 ( 32,804 ) 2,181,811

Goodwill 1,259,864 ( 59,143 ) 1,200,721

Other assets (2)

174,672 ( 1,881 ) 172,791

Total assets acquired $ 10,504,500 $ ( 1,995 ) $ 10,502,505

Accounts payable and accrued expenses $ 56,407 $ ( 1,934 ) $ 54,473

Lease intangible liabilities (3)

378,369 ( 203 ) 378,166

Other liabilities 101,954 142 102,096

Term loans 1,300,000 — 1,300,000

Notes payable 2,481,486 — 2,481,486

Total liabilities assumed $ 4,318,216 $ ( 1,995 ) $ 4,316,221

Net assets acquired, at fair value $ 6,186,284 $ — $ 6,186,284

Total purchase price $ 6,186,284 $ — $ 6,186,284

(1) The weighted average amortization period for acquired lease intangible assets is 10.8 years.

(2) Includes $ 53.9 million of gross contractual loans receivable, the fair value of which was $ 47.1 million, and we expect to collect substantially all of the loans receivable as of the acquisition date.

(3) The weighted average amortization period for acquired lease intangible liabilities is 8.2 years.

The assessment of fair value is considered preliminary and is based on a valuation prepared by the Company with assistance of a third-party valuation specialist.

We are in the process of finalizing our review of the inputs used in the valuation to ensure accuracy and procedures are performed within our policy.

Accordingly, certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, loss contingencies, and goodwill are subject to change.

We expect to complete our purchase accounting assessment in the fourth quarter of 2024.

Measurement period adjustments are recorded in the period in which they are determined, as if they had been completed at the acquisition date.

The measurement period adjustments recorded in the nine months ended September 30, 2024 resulted from updated valuations related to real estate assets and liabilities, in addition to loans receivable.

The adjustments were determined based on additional information that existed at the acquisition date but was not contemplated in our initial fair value assessment and resulted in a decrease to goodwill of $ 59.1 million.

A preliminary estimate of approximately $ 1.20 billion has been allocated to goodwill.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed.

The recognized goodwill is attributable to expected synergies and benefits arising from the merger transaction, including anticipated financing and corporate overhead cost savings.

None of the goodwill recognized is expected to be deductible for tax purposes.

Merger, transaction, and other costs

In conjunction with our merger with Spirit, we incurred $ 2.9 million and $ 99.8 million of merger-related transaction costs during the three and nine months ended September 30, 2024, respectively, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger.

Merger-related Transaction Costs

In conjunction with the Merger, we incurred $ 0.7 million and $ 94.1 million of merger-related transaction costs during the three months ended March 31, 2025 and 2024, respectively, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger.

Unaudited Pro Forma Financial Information

The following unaudited pro forma information presents a summary of our combined results of operations for the nine months ended September 30, 2024 and three and nine months ended September 30, 2023, respectively, as if our merger with Spirit had occurred on January 1, 2023 (in millions, except per share data).

The following pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

Three months ended

September 30, Nine months ended

September 30,

2023 2024 2023

The following unaudited pro forma information presents a summary of our combined results of operations for the three months ended March 31, 2024, as if the Merger had occurred on January 1, 2023 (in millions, except per share data).

The pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

Three months ended March 31,

Total revenues $ 1,307.7

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Basic and diluted earnings per share $ 0.27

Our consolidated results of operations for the three and nine months ended September 30, 2024 include $ 202.8 million and $ 563.8 million of revenues, respectively, and $ 40.2 million and $ 96.0 million of net income, respectively, associated with the results of operations of Spirit from the merger closing date of January 23, 2024 to September 30, 2024.

Our consolidated results of operations for the three months ended March 31, 2024 include $ 155.0 million of revenues and $ 6.9 million of net income, respectively, associated with the results of operations of Spirit from the closing of the Merger on January 23, 2024 to March 31, 2024 .

Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands):

Accounts receivable, net, consist of the following at:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Straight-line rent receivables, net $ 746,757 $ 694,844

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Lease intangible assets, net, consist of the following at:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

In-place leases $ 7,469,150 $ 7,347,301

$ 7,393,345 $ 5,500,404

Above-market leases 2,230,921 2,203,420

2,225,473 1,811,400

Accumulated amortization of in-place leases ( 2,689,173 ) ( 2,487,302 )

( 2,318,087 ) ( 1,746,377 )

Accumulated amortization of above-market leases ( 796,442 ) ( 742,338 )

( 702,732 ) ( 549,319 )

Other items 1,998 1,911

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Other assets, net, consist of the following at:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Financing receivables, net $ 1,582,784 $ 1,609,044

Loans receivable, net 1,054,703 828,500

Right of use asset - financing leases, net 749,317 653,353

Right of use asset - operating leases, net 611,491 619,350

Loan receivable, net 622,593 205,339

Prepaid expenses 97,688 63,499

Value-added tax receivable 57,244 48,075

Non-refundable escrow deposits 38,750 200

Restricted escrow deposits 37,317 6,247

Interest receivable 31,677 16,071

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Impounds related to mortgages payable 16,061 14,218

Restricted escrow deposits 15,617 36,326

Corporate assets, net 13,606 12,763

Credit facility origination costs, net 8,564 12,264

Investment in sales type lease 6,154 6,138

Revolving credit facility origination costs, net 6,098 7,331

Non-refundable escrow deposits 100 225

Other items 63,543 56,510

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Accounts payable and accrued expenses consist of the following at:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Notes payable - interest payable $ 258,345 $ 261,605

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Property taxes payable 86,709 92,440

Accrued costs on properties under development 78,833 65,967

Accrued income taxes 77,287 61,070

Accrued property expenses 72,286 61,118

Accrued income taxes 48,467 84,884

Accrued costs on properties under development 39,190 59,602

Value-added tax payable 37,636 26,829

Accrued merger-related costs 18,786 4,551

Mortgages, term loans, and credit line - interest payable 3,855 4,584

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Lease intangible liabilities, net, consist of the following at:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Below-market leases $ 2,135,977 $ 2,119,200

$ 2,120,722 $ 1,728,027

Accumulated amortization of below-market leases ( 526,892 ) ( 483,430 )

$ 1,609,085 $ 1,635,770

$ 1,676,549 $ 1,406,853

Other liabilities consist of the following at:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Lease liability - operating leases $ 447,473 $ 452,956

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Security deposits 35,983 35,594

Other acquisition liabilities 1,662 1,647

Other items 5,197 5,054

$ 915,959 $ 923,128

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Acquisitions of Real Estate

Below is a summary of our acquisitions for the nine months ended September 30, 2024:

Below is a summary of our acquisitions for the three months ended March 31, 2025 (unaudited):

Properties Leasable

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(Years) Initial Weighted

Lease Yield (1)

Acquisitions - U.S.

87 2,370 $ 414.3 13.4 7.5 %

Acquisitions - Europe

29 2,457 744.4 6.8 7.8 %

Total acquisitions 116 4,827 $ 1,158.7 9.1 7.7 %

Properties under development (2)

182 6,306 548.9 15.6 7.4 %

Average Cash Yield (1)

real estate 34 1,038 $ 201.6 12.2 6.9 %

Europe real estate 16 2,689 824.7 3.9 7.0 %

Total real estate acquisitions 50 3,727 $ 1,026.3 5.6 7.0 %

Real Estate Properties Under Development

real estate 55 1,994 $ 70.2 16.8 7.2 %

Europe real estate 13 319 68.7 10.8 7.5 %

Total real estate properties under development 68 2,313 $ 138.9 13.7 7.4 %

118 6,040 $ 1,165.2 6.6 7.0 %

(1) The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property.

Since it is possible that a client could default on the payment of contractual rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above.

Contractual net operating income used in the calculation of initial weighted average cash lease yield includes approximately $ 1.2 million received as settlement credits as reimbursement of free rent periods for the nine months ended September 30, 2024.

(1) The initial weighted average cash yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property.

Since it is possible that a client could default on the payment of base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above.

Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $ 0.8 million received as settlement credits as reimbursement of free rent periods for the three months ended March 31, 2025.

In the case of a property under development or expansion, the contractual lease rate is generally fixed such that rent varies based on the actual total investment in order to provide a fixed rate of return.

When the lease does not provide for a fixed rate of return on a property under development or expansion, the initial weighted average cash lease yield is computed as follows:

When the lease does not provide for a fixed rate of return on a property under development or expansion, the initial weighted average cash yield is computed as follows:

estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs.

(2) Includes £ 50.6 million of Sterling-denominated investments, and € 38.9 million of Euro-denominated investments, converted at the applicable exchange rates on the funding dates.

(2) Our clients occupying the new properties are 90.3 % retail and 9.7 % industrial based on net operating income.

Approximately 28 % of the net operating income generated from acquisitions during the nine months ended September 30, 2024 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition.

The aggregate purchase price of the assets acquired during the nine months ended September 30, 2024 has been allocated as follows (in millions):

Approximately 29 % of the net operating income generated from acquisitions during the three months ended March 31, 2025 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition.

The aggregate purchase price, excluding properties under development as of March 31, 2025, has been allocated as follows (in millions):

Acquisitions - USD Acquisitions - Sterling Acquisitions - Euro

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( 10.3 ) ( 3.5 ) ( 4.8 )

$ 599.0 £ 527.9 € 66.9

Total $ 241.2 £ 443.7 € 239.7

(1) The weighted average amortization period for acquired lease intangible assets is 7.2 years.

(2) USD-denominated other assets consist entirely of financing receivables with above-market terms.

(2) USD-denominated other assets consist entirely of $ 5.8 million of financing receivables allocated to sales-leaseback transactions.

Sterling-denominated other assets consist entirely of £ 63.4 million of right-of-use assets accounted for as finance leases.

(3) The weighted average amortization period for acquired lease intangible liabilities is 14.1 years.

The aggregate purchase price of the assets acquired during the nine months ended September 30, 2024 included contingent consideration obligations related to leasing activities for a multi-tenant property acquired.

At September 30, 2024, we had accrued $ 15.7 million for remaining amounts deemed probable and estimable.

The properties acquired during the nine months ended September 30, 2024 generated total revenue and net income of $ 34.2 million and $ 10.8 million, respectively.

The properties acquired during the three months ended March 31, 2025 generated total revenue and net income of $ 6.6 million and $ 2.3 million, respectively.

Investments in Existing Properties

During the nine months ended September 30, 2024, we capitalized costs of $ 84.7 million on existing properties in our portfolio, consisting of $ 78.6 million for non-recurring building improvements, $ 5.9 million for re-leasing costs, and $ 0.2 million for recurring capital expenditures.

In comparison, during the nine months ended September 30, 2023, we capitalized costs of $ 43.6 million on existing properties in our portfolio, consisting of $ 36.5 million for non-recurring building improvements, $ 6.9 million for re-leasing costs, and $ 0.2 million for recurring capital expenditures.

During the three months ended March 31, 2025, we capitalized costs of $ 30.7 million on existing properties in our portfolio, consisting of $ 29.8 million for non-recurring building improvements, $ 0.9 million for re-leasing costs, and less than $ 0.1 million for recurring capital expenditures.

In comparison, during the three months ended March 31, 2024, we capitalized costs of $ 7.4 million on existing properties in our portfolio, consisting of $ 6.4 million for non-recurring building improvements, $ 0.9 million for re-leasing costs, and less than $ 0.1 million for recurring capital expenditures.

Properties with Existing Leases

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The values of the in-place leases are amortized as depreciation and amortization expense.

The amounts amortized to expense for all of our in-place leases, for the nine months ended September 30, 2024, and 2023 were $ 652.8 million and $ 489.2 million, respectively.

The amounts amortized to expense for all of our in-place leases, for the three months ended March 31, 2025 and 2024 were $ 213.2 million and $ 211.5 million, respectively.

The values of the above-market and below-market leases are amortized over the term of the respective leases, including any bargain renewal options, as an adjustment to rental revenue in our consolidated statements of income and comprehensive income.

The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the nine months ended September 30, 2024, and 2023 were $ 26.1 million and $ 48.6 million, respectively.

The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the three months ended March 31, 2025 and 2024 were $ 9.7 million and $ 9.1 million, respectively.

If a lease was to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recorded to revenue or expense, as appropriate.

The following table presents the estimated impact during the next five years and thereafter related to the amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease intangibles at September 30, 2024 (dollars in thousands):

(decrease) to

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Thereafter 337,843 1,910,474

Totals $ 153,808 $ 5,075,258

Total $ 174,606 $ 4,779,977

Gain on Sales of Real Estate

The following table summarizes our properties sold during the periods indicated below (dollars in millions):

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

Three months ended March 31,

Number of properties 55 46

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Investments in Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities as of September 30, 2024 and December 31, 2023 (dollars in thousands):

The following is a summary of our investments in unconsolidated entities as of March 31, 2025 and December 31, 2024 (dollars in thousands):

Ownership % Number of Properties Carrying Amount (1) of Investment as of

Investment As of September 30, 2024

September 30, 2024

Equity in earnings (losses) of unconsolidated entities

Three months ended March 31,

As of March 31, 2025

March 31, 2025

December 31, 2024

Bellagio Las Vegas Joint Venture - Common Equity Interest 21.9 % 1 $ 278,944 $ 296,097

Bellagio Las Vegas Joint Venture - Preferred Equity Interest n/a n/a 650,000 650,000

Data Center Joint Venture 80.0 % 2 $ 302,837 $ 299,165 $ 3,674 $ 194

Bellagio Las Vegas Joint Venture - Common Equity Interest (2)

21.9 % 1 268,984 274,057 683 ( 2,875 )

Bellagio Las Vegas Joint Venture - Preferred Equity Interest (2)

n/a n/a 650,000 650,000 — —

Passport Park Joint Venture (3)

95.0 % 3 11,879 6,477 — —

Industrial Partnerships n/a n/a — — — 1,005

Total investment in unconsolidated entities $ 1,233,700 $ 1,229,699 $ 4,357 $ ( 1,676 )

(1) The total carrying amount of the investments was greater than the underlying equity in net assets (i.e., basis difference) by $ 7.7 million as of September 30, 2024.

The basis difference is primarily attributable to capitalized interest for the data center joint venture development funding.

Bellagio Las Vegas Joint Venture Interests

The joint venture we formed with Blackstone Real Estate Income Trust owns a 95.0 % interest in the real estate of The Bellagio Las Vegas.

We made an initial investment in October 2023, including $ 301.4 million of common equity for an indirect interest of 21.9 % in the property and a $ 650.0 million preferred equity interest.

During the nine months ended September 30, 2024, we recognized interest income of $ 39.5 million for 8.1 % preferential cumulative distributions within 'Other' revenue in our consolidated statements of income and comprehensive income.

The unconsolidated entity had total debt outstanding of $ 3.0 billion as of September 30, 2024, all of which was non-recourse to us with limited customary exceptions.

Data Center Joint Venture

We own an 80.0 % equity interest in the joint venture that we formed with Digital Realty Trust.

As we do not control this VOE, we account for it under the equity method.

This joint venture owns and operates two data centers.

Our maximum exposure to loss associated with this joint venture is limited to our equity investment and our pro rata share of the remaining $ 35.4 million of estimated development costs for the first phase of the project.

Investments in Loans

The following table presents information about our loans as of September 30, 2024 and December 31, 2023 (dollars in thousands):

September 30, 2024

Maturity Date Amortized Cost Allowance Carrying Amount (1)

Senior Secured Notes Receivable October 2029 - May 2030 $ 586,414 $ ( 6,476 ) $ 579,938

Mortgage Loans September 2038 33,500 — 33,500

Unsecured Loan December 2026 10,053 ( 898 ) 9,155

(1) As of March 31, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $ 7.9 million.

This basis difference is primarily due to the capitalized interest related to the data center joint venture development funding.

(2) During the three months ended March 31, 2025 and 2024, we recognized interest income of $ 13.0 million for 8.1 % preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income.

The unconsolidated entity had total debt outstanding of $ 3.0 billion as of March 31, 2025, all of which was non-recourse to us with limited customary exceptions.

(3) As of March 31, 2025, we hold a 95.0 % common equity interest in the joint venture with Trammell Crow Company ("TCC"), with $ 7.7 million in preferred equity.

We have committed to investing an additional $ 152.3 million for development of three industrial facilities.

We have determined that we are not the primary beneficiary of this VIE because significant activities affecting economic performance are shared.

TCC is the managing member, and we do not have substantive kick-out rights.

We will continuously evaluate whether we are the primary beneficiary as power to direct significant activities can change during the joint venture's life.

Our maximum loss exposure is limited to our common and preferred equity investments and committed funding.

Investments in Loans and Financing Receivables

The following table presents information about our loans as of March 31, 2025 and December 31, 2024 (dollars in millions):

March 31, 2025

Maturity Interest

Principal Amortized Cost Allowance Carrying Amount (2)

Senior Secured Notes Receivable October 2029 - November 2030 8.125 % - SONIA+ 5.75 %

$ 830.5 $ 824.2 $ ( 11.8 ) $ 812.4

Mortgage Loan September 2038 8.37 %

33.5 33.5 — 33.5

Unsecured and Other Loans (3)

December 2026 - December 2028 10.25 % - 11.00 %

211.0 211.1 ( 2.3 ) 208.8

Total $ 1,075.0 $ 1,068.8 $ ( 14.1 ) $ 1,054.7

December 31, 2024

Maturity Date Amortized Cost Allowance Carrying Amount (1)

Senior Secured Note Receivable October 2029 $ 174,337 $ ( 2,498 ) $ 171,839

Maturity Interest

Principal Amortized Cost Allowance Carrying Amount (2)

Senior Secured Notes Receivable October 2029 - November 2030 8.125 % - SONIA+ 5.75 %

$ 803.7 $ 797.2 $ ( 11.4 ) $ 785.8

Mortgage Loan September 2038 8.37 %

33.5 33.5 — 33.5

Unsecured Loan December 2026 11.00 %

11.0 10.1 ( 0.9 ) 9.2

Total $ 848.2 $ 840.8 $ ( 12.3 ) $ 828.5

(1) The total carrying amount of the investment in loans excludes accrued interest of $ 23.5 million and $ 3.4 million as of September 30, 2024 and December 31, 2023, respectively, which is recorded to 'Other assets, net' on our consolidated balance sheets.

Senior Secured Notes Receivable

In May 2024, we acquired a GBP-denominated senior secured note, maturing in May 2030, with a principal amount of £ 300.0 million, equivalent to $ 402.1 million as of September 30, 2024.

The interest only note bears interest at a fixed rate of 8.125 % and is callable at par beginning in May 2026.

In September 2024, our interest in a loan with a carrying amount of $ 5.3 million, which was acquired in conjunction with our merger with Spirit, was transferred to a third-party buyer.

As a result of this transfer, we recorded a loss of $ 1.5 million, presented in 'Other income, net' in our consolidated statements of income and comprehensive income.

(1) As of March 31, 2025 and December 31, 2024, we held two interest-only notes bearing interest at Sterling Overnight Indexed Average (“SONIA”) plus a margin.

(2) As of March 31, 2025 and December 31, 2024, the total carrying amount of the investment in loans excludes accrued interest of $ 29.4 million and $ 13.8 million, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets.

(3) In February 2025, we invested $ 200.0 million in a loan, maturing in December 2028 with two 12-month extension options.

This interest-only loan bears interest at either a cash rate of 10.25 % or a payment-in-kind rate of 10.75 %.

We paid $ 199.8 million for this loan and incurred $ 1.1 million in origination costs.

The discount and deferred costs are being amortized over the loan term.

Financing Receivables

The following table presents information about our investments in sale-leaseback transactions accounted for as financing receivables in accordance with ASC 842, Leases as of March 31, 2025 and December 31, 2024 (dollars in millions):

Carrying Value as of

Maturity March 31, 2025 December 31, 2024

Financing receivables, net 2028 - 2048 $ 1,582.8 $ 1,609.0

Total $ 1,582.8 $ 1,609.0

Allowance for Credit Losses

The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable for the three months ended March 31, 2025 (in millions):

Loans Receivable Financing Receivable Total

Allowance for credit losses at December 31, 2024

$ 12.3 $ 99.2 $ 111.5

Provisions for credit losses (1)

1.5 17.7 19.2

Foreign currency remeasurement 0.3 — 0.3

Allowance for credit losses at March 31, 2025

$ 14.1 $ 116.9 $ 131.0

(1) For the three months ended March 31, 2025, the provisions for credit losses on loans receivable were primarily due to initial expected credit losses on a loan acquired in February 2025.

The increase in credit losses on financing receivables was largely attributable to deterioration in the creditworthiness on certain clients.

Revolving Credit Facility and Commercial Paper Programs

Credit Facility

We have a $ 4.25 billion unsecured revolving multi-currency credit facility that matures in June 2026, includes two six-month extensions that can be exercised at our option, and allows us to borrow in up to 14 currencies, including USD.

Revolving Credit Facility

As of March 31, 2025, we have a $ 4.25 billion unsecured revolving multi-currency revolving credit facility that matures in June 2026, includes two six-month extensions that can be exercised at our option, and allows us to borrow in up to 14 currencies, including USD.

Our revolving credit facility also has a $ 1.0 billion expansion option, which is subject to obtaining lender commitments.

Under our revolving credit facility, our investment grade credit ratings at September 30, 2024 provide for USD borrowings at Secured Overnight Financing Rate ("SOFR"), plus 0.725 % with a SOFR adjustment charge of 0.10 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.95 % over SOFR, GBP at the Sterling Overnight Indexed Average (“SONIA”), plus 0.725 % with a SONIA adjustment charge of 0.0326 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.8826 % over SONIA, and Euro ("EUR") borrowings at one-month Euro Interbank Offered Rate (“EURIBOR”), plus 0.725 %, and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.85 % over one-month EURIBOR.

As of September 30, 2024, we had a borrowing capacity of $ 3.82 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $ 0.4 billion, including £ 0.3 billion GBP and € 6.0 million EUR borrowings.

There was no outstanding balance at December 31, 2023.

The weighted average interest rate on outstanding borrowings under our revolving credit facility was 5.4 % and 4.8 % during the nine months ended September 30, 2024, and 2023, respectively.

At September 30, 2024, our weighted average interest rate on borrowings outstanding under our revolving credit facility was 5.7 %.

Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at September 30, 2024, we were in compliance with the covenants under our revolving credit facility.

As of September 30, 2024, credit facility origination costs of $ 8.6 million are included in 'Other assets, net', as compared to $ 12.3 million at December 31, 2023, on our consolidated balance sheets.

Under our revolving credit facility, our investment grade credit ratings at March 31, 2025 provide for USD borrowings at Secured Overnight Financing Rate ("SOFR"), plus 0.725 % with a SOFR adjustment charge of 0.10 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.95 % over SOFR, for British Pound Sterling ("GBP") borrowings, at the SONIA, plus 0.725 % with a SONIA adjustment charge of 0.0326 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.8826 % over SONIA, and Euro ("EUR") borrowings at one-month Euro Interbank Offered Rate (“EURIBOR”), plus 0.725 %, and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.85 % over one-month EURIBOR.

As of March 31, 2025, we had a borrowing capacity of $ 2.96 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $ 1.3 billion, including £ 577.0 million GBP and € 501.0 million EUR borrowings, as compared to an outstanding balance at December 31, 2024 of $ 1.1 billion, including £ 376.0 million GBP and € 572.0 million EUR borrowings.

The weighted average interest rate on outstanding borrowings under our revolving credit facility was 4.5 % and 6.2 % during the three months ended March 31, 2025 and 2024, respectively.

At March 31, 2025, our weighted average interest rate on borrowings outstanding under our revolving credit facility was 4.3 %.

Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at March 31, 2025, we were in compliance with the covenants under our revolving credit facility.

As of March 31, 2025, credit facility origination costs of $ 6.1 million are included in 'Other assets, net', as compared to $ 7.3 million at December 31, 2024, on our consolidated balance sheets.

These costs are being amortized over the remaining term of our revolving credit facility.

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Our EUR-denominated unsecured commercial paper program may be issued in USD or various foreign currencies, including but not limited to, EUR, GBP, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to customary terms in the European commercial paper market.

The commercial paper ranks pari passu in right of payment with all of our other unsecured senior indebtedness outstanding, exclusive of unexchanged VEREIT, Inc.

(“VEREIT”) and Spirit bonds, including borrowings under our revolving credit facility, our term loans and our outstanding senior unsecured notes (and is structurally subordinated to all our subsidiary debt).

The commercial paper ranks pari passu in right of payment with all of our other unsecured senior indebtedness outstanding, exclusive of unexchanged bonds from our merger with VEREIT, Inc.

in 2021 and unexchanged Spirit bonds, including borrowings under our revolving credit facility, our term loans and our outstanding senior unsecured notes (and is structurally subordinated to all our subsidiary debt).

Proceeds from commercial paper borrowings are used for general corporate purposes.

As of September 30, 2024, we have no outstanding borrowings under our commercial paper programs, as compared to $ 764.4 million outstanding commercial paper borrowings, including € 583.0 million of EUR borrowings, at December 31, 2023.

The weighted average interest rate on outstanding borrowings under our commercial paper programs was 4.6 % and 4.7 % for the nine months ended September 30, 2024, and 2023, respectively.

We use our $ 4.25 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper programs.

As of March 31, 2025, the balance of borrowings outstanding under our commercial paper programs was $ 413.4 million, including € 382.0 million of EUR borrowings, as compared to $ 67.3 million outstanding commercial paper borrowings, including € 65.0 million of EUR borrowings, at December 31, 2024.

The weighted average interest rate on outstanding borrowings under our commercial paper programs was 3.3 % and 4.5 % for the three months ended March 31, 2025 and 2024, respectively.

We use our revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper programs.

The commercial paper borrowings generally carry a term of less than a year.

We review our credit facility and commercial paper programs and may seek to extend, renew, or replace our credit facility and commercial paper programs, to the extent we deem appropriate.

In January 2024, in connection with our merger with Spirit, we entered into an amended and restated term loan agreement (which replaced Spirit's then-existing term loans with various lenders).

We regularly review our revolving credit facility and commercial paper programs and may seek to extend, renew, or replace our revolving credit facility and commercial paper programs, to the extent we deem appropriate.

In January 2024, in connection with the Merger, we entered into an amended and restated term loan agreement (which replaced Spirit's then-existing term loans with various lenders).

The amended and restated term loan agreements are fixed through interest rate swaps at a weighted average interest rate of 3.9 %.

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We also entered into an amended and restated term loan agreement pursuant to which we borrowed $ 500.0 million in aggregate total borrowings which matures in June 2025 (the “$ 500 million term loan agreement”).

In January 2023, we entered into our 2023 term loan agreement, which allows us to incur up to an aggregate of $ 1.5 billion in multi-currency borrowings.

As of September 30, 2024, we had $ 1.1 billion in multi-currency borrowings, including $ 90.0 million, £ 705.0 million, and € 85.0 million in outstanding borrowings.

The 2023 term loans mature in January 2025, with one remaining twelve-month maturity extension available at our option.

We also have a 2023 term loan agreement which allows us to incur up to an aggregate of $ 1.5 billion in multi-currency borrowings.

In January 2024, we entered into interest rate swaps which fix our per annum interest rate at 4.9 % until maturity in January 2026.

As of March 31, 2025, we had $ 1.1 billion in multi-currency borrowings, including $ 90.0 million, £ 705.0 million, and € 85.0 million in outstanding borrowings.

Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted SOFR for USD-denominated loans, adjusted SONIA for GBP-denominated loans, and EURIBOR for EUR-denominated loans.

In January 2024, we entered into interest rate swaps which fix our per annum interest rate at 4.9 % until January 2026, which is the term loan maturity date if our remaining extension option is exercised.

Deferred financing costs were $ 1.4 million at September 30, 2024 and are included net of the term loans principal balance, as compared to $ 0.1 million related to our 2023 term loans at December 31, 2023, on our consolidated balance sheets.

Deferred financing costs were $ 1.6 million at March 31, 2025 and are included net of the term loans' principal balance, as compared to $ 2.2 million at December 31, 2024 on our consolidated balance sheets.

These costs are being amortized over the remaining term of the term loans.

As of September 30, 2024, we were in compliance with the covenants contained in the term loans.

As of March 31, 2025, we were in compliance with the covenants contained in the term loans.

Mortgages Payable

During the nine months ended September 30, 2024, we made $ 626.3 million in principal payments, including the full repayment of three mortgages for $ 622.7 million.

No mortgages were assumed during the nine months ended September 30, 2024.

Assumed mortgages are secured by the properties on which the debt was placed and are considered non-recourse debt with limited customary exceptions which vary from loan to loan.

During the three months ended March 31, 2025, we made $ 39.5 million in principal payments, including the full repayment of one mortgage for $ 39.0 million.

No mortgages were assumed during the three months ended March 31, 2025.

Our mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage without the prior consent of the lender.

At September 30, 2024, we were in compliance with these covenants.

The following table summarizes our mortgages payable as of September 30, 2024 and December 31, 2023 (dollars in millions):

At March 31, 2025, we were in compliance with these covenants.

The following table summarizes our mortgages payable as of March 31, 2025 and December 31, 2024 (dollars in millions):

Properties (1)

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Balance Unamortized

Premium (Discount)

Financing Costs

September 30, 2024 48 4.3 % 4.6 % 0.8 $ 198.1 $ ( 0.6 ) $ 197.5

March 31, 2025 16 4.8 % 5.9 % 2.4 $ 43.0 $ ( 0.4 ) $ 42.6

December 31, 2024 17 4.0 % 4.5 % 1.4 $ 81.3 $ ( 0.5 ) $ 80.8

(1) At September 30, 2024, there were 13 mortgages on 48 properties and at December 31, 2023, there were 16 mortgages on 131 properties.

With the exception of one GBP-denominated mortgage which is paid quarterly, the mortgages require monthly payments with principal payments due at maturity.

At September 30, 2024 and December 31, 2023, all mortgages were at fixed interest rates.

(2) Stated interest rates ranged from 3.0 % to 6.9 % at September 30, 2024 and December 31, 2023, respectively.

(3) Effective interest rates ranged from 2.8 % to 6.8 % and 0.5 % to 6.6 % at September 30, 2024 and December 31, 2023, respectively.

The following table summarizes the maturity of mortgages payable as of September 30, 2024, excluding $ 0.6 million related to unamortized net discounts and deferred financing costs (dollars in millions):

(1) At March 31, 2025, there were 10 mortgages on 16 properties and at December 31, 2024, there were 11 mortgages on 17 properties.

The mortgages require monthly payments with principal payments due at maturity.

At March 31, 2025 and December 31, 2024, all mortgages were at fixed interest rates.

The following table summarizes the maturity of mortgages payable as of March 31, 2025, excluding $ 0.4 million related to unamortized net discounts and deferred financing costs (dollars in millions):

Year of Maturity

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Notes Payable

At September 30, 2024, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated.

At March 31, 2025, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated.

Foreign-denominated notes are converted at the applicable exchange rate on the balance sheet date.

The carrying value within the table below includes a portion of certain outstanding notes that have been assumed in both current and historical mergers that were not exchanged for new notes issued by Realty Income.

We expect to fund the next twelve months of obligations through a combination of the following:

(i) cash and cash equivalents, (ii) future cash flows from operations, (iii) issuances of common stock, debt, or other securities offerings, (iv) additional borrowings under our revolving credit facility, (v) short term loans, and (vi) asset dispositions and/or credit investment repayments.

The following are sorted by maturity date (in thousands):

Maturity Dates Principal (Currency Denomination) Carrying Value (USD) as of

September 30, 2024 December 31, 2023

4.600 % Notes due 2024

February 6, 2024 $ 499,999 $ — $ 499,999

3.875 % Notes due 2024

July 15, 2024 $ 350,000 — 350,000

March 31, 2025 December 31, 2024

3.875 % Notes due 2025

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January 15, 2028 $ 550,000 550,000 550,000

Maturity Dates Principal (Currency Denomination) Carrying Value (USD) as of

September 30, 2024 December 31, 2023

3.400 % Notes due 2028

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June 15, 2029 $ 500,000 500,000 500,000

Maturity Dates Principal (Currency Denomination) Carrying Value (USD) as of

March 31, 2025 December 31, 2024

4.000 % Notes due 2029

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Total principal amount $ 23,157,503 $ 22,938,737

Unamortized net (discounts) premiums, deferred financing costs, and cumulative basis adjustment on fair value hedges (3)

Unamortized net discounts and deferred financing costs (2)

( 278,478 ) ( 281,145 )

$ 22,879,025 $ 22,657,592

(1) In connection with our merger with Spirit, we completed our debt exchange offer to exchange all outstanding notes issued by Spirit Realty, L.P.

("Spirit OP") on January 23, 2024 for new notes issued by Realty Income.

Prior to the completion of our merger with Spirit on January 23, 2024, these notes were not the obligation of Realty Income.

Additional details regarding the exchange offers are provided in the Note Exchange Offers Associated with our Merger with Spirit section below.

(1) Interest paid annually.

Interest on the remaining senior unsecured notes and bond obligations included in the table is paid semi-annually.

(3) As a result of our merger with Spirit, the carrying values of the senior notes exchanged were adjusted to fair value.

In conjunction with the pricing of our senior unsecured notes due January 2026, we entered into three-year , fixed-to-variable interest rate swaps, which are accounted for as fair value hedges.

See note 13, Derivative Instruments for further details.

The following table summarizes the maturity of our notes and bonds payable as of September 30, 2024, excluding unamortized net discounts, deferred financing costs, and basis adjustments on interest rate swaps designated as fair value hedges (dollars in millions):

Year of Maturity

(2) As a result of the Merger, the carrying values of the senior notes exchanged were adjusted to fair value.

The following table summarizes the maturity of our notes and bonds payable as of March 31, 2025, excluding unamortized net discounts, deferred financing costs (dollars in millions):

Year of Maturity Principal

2025 $ 1,050.0

Thereafter 12,490.0

As of September 30, 2024, the weighted average interest rate on our notes and bonds payable was 3.8 %, and the weighted average remaining years until maturity was 6.9 years.

Interest incurred on all of the notes and bonds was $ 211.4 million and $ 159.7 million for the three months ended September 30, 2024, and 2023, respectively, and $ 618.0 million and $ 434.1 million for the nine months ended September 30, 2024, and 2023, respectively.

Total $ 23,157.5

As of March 31, 2025, the weighted average interest rate on our notes and bonds payable was 3.8 %, and the weighted average remaining years until maturity was 6.3 years.

Interest incurred on all of the notes and bonds was $ 219.9 million and $ 200.5 million for the three months ended March 31, 2025 and 2024, respectively.

Our outstanding notes and bonds are unsecured;

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and (iv) the maintenance at all times of total unencumbered assets not less than 150 % of our outstanding unsecured debt.

At September 30, 2024, we were in compliance with these covenants.

Note Issuances

During the nine months ended September 30, 2024, we issued the following notes and bonds (in millions):

2024 Issuances Date of Issuance Maturity Date Principal amount Price of par value Effective yield to maturity

4.750 % Notes

January 2024 February 2029 $ 450.0

99.23 % 4.923 %

5.125 % Notes

January 2024 February 2034 $ 800.0 98.91 % 5.265 %

5.375 % Notes

August 2024 September 2054 $ 500.0 98.37 % 5.486 %

5.000 % Notes

September 2024 October 2029 £ 350.0 99.14 % 5.199 %

5.250 % Notes

September 2024 September 2041 £ 350.0 96.21 % 5.601 %

Note Exchange Offers Associated with our Merger with Spirit

As part of our merger with Spirit, Realty Income exchanged the following notes issued by Spirit OP, a wholly owned subsidiary of the Company with notes of identical terms issued by Realty Income (in millions):

Series of Spirit Notes Tenders and Consents Received as of the Expiration Date Percentage of Total Outstanding Principal Amount of Such Series of Spirit Notes

4.450 % Notes due September 2026

$ 291.7 97.24 %

3.200 % Notes due January 2027

$ 292.7 97.56 %

2.100 % Notes due March 2028

$ 443.8 98.62 %

4.000 % Notes due July 2029

$ 391.7 97.93 %

3.400 % Notes due January 2030

$ 484.5 96.91 %

3.200 % Notes due February 2031

$ 445.0 98.90 %

2.700 % Notes due February 2032

$ 347.6 99.31 %

To induce holders of the Spirit OP notes to participate in the exchange, Realty Income offered noteholders electing to exchange their notes a cash payment equal to 10 basis points of the note principal amount held.

Across the various note classes, Realty Income had a success rate of approximately 98.1 % on the exchange, resulting in a cash payment of $ 2.7 million to participating noteholders.

The exchange was accounted for as a modification of the existing Spirit OP notes assumed in our merger with Spirit .

The interest rate, interest payment dates, redemption terms and maturity of each series of Realty Income notes issued by Realty Income in the exchange offers were the same as those of the corresponding series of Spirit notes exchanged.

With respect to the notes originally issued by Spirit OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture.

At March 31, 2025, we were in compliance with these covenants.

Noncontrolling Interests

As of September 30, 2024, we have eight entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

The following table represents the change in the carrying value of all noncontrolling interests through September 30, 2024 (in thousands):

As of March 31, 2025, we have ten entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

The following table represents the change in the carrying value of all noncontrolling interests through March 31, 2025 (in thousands):

Realty Income, L.P.

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Allocation of net income 1,486 161 1,647

4,287 544 4,831

Issuance of common partnership units (2)

54,643 ( 7,390 ) 47,253

Carrying value at September 30, 2024

Carrying value at March 31, 2025

$ 167,079 $ 43,847 $ 210,926

(1) 2,681,808 and 1,795,167 units were outstanding as of September 30, 2024 and December 31, 2023, respectively.

(2) In July 2024, a joint venture partner converted their interests in two consolidated property partnerships into 156,621 common partnership units in Realty Income, LP and recorded the excess over carrying value of $ 0.8 million as a reduction to common stock and paid in capital.

In September 2024, we completed the acquisition of 42 properties by paying cash and by issuing 730,020 common partnership units in Realty Income, LP.

At September 30, 2024, we are considered the primary beneficiary of Realty Income, L.P.

(1) 2,681,808 units were outstanding as of both March 31, 2025 and December 31, 2024.

At March 31, 2025, we are considered the primary beneficiary of Realty Income, L.P.

and other VIEs.

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• Level 3 – Inputs that are unobservable and significant to the overall fair value measurement

We evaluate our hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from period to period.

Changes in the type of inputs may result in a reclassification for certain assets.

We have not historically had changes in classifications and do not expect that changes in classifications between levels will be frequent.

The following tables present the carrying values and estimated fair values of financial instruments as of September 30, 2024 and December 31, 2023 (in millions):

September 30, 2024

The following tables present the carrying values and estimated fair values of financial instruments as of March 31, 2025 and December 31, 2024 (in millions):

March 31, 2025

Hierarchy Level

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Financial Instruments Not Measured at Fair Value on our Consolidated Balance Sheets

The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, accounts payable, distributions payable, line of credit payable and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature.

The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, accounts payable, distributions payable, revolving credit facility payable and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature.

The aggregate fair value of our term loans approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing.

The following table reflects the carrying amounts and estimated fair values of our financial instruments not measured at fair value on our consolidated balance sheets (in millions):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Carrying value

Loans receivable $ 1,054.7 $ 1,045.0 $ 828.5 $ 835.1

Mortgages payable (1)

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Excludes non-cash net premiums and discounts, deferred financing costs, and the cumulative basis adjustment on fair value hedges recorded on notes payable.

The estimated fair values of our mortgages payable and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant forward interest rate curve, plus an applicable credit-adjusted spread.

Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related to our mortgages payable and private senior notes payable are categorized as level 3 of the fair value hierarchy.

The estimated fair values of our publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of our senior notes and bonds payable.

Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to our notes and bonds payable is categorized as level 2 of the fair value hierarchy.

The estimated fair values of our mortgage loan receivable, unsecured and mezzanine loans, mortgages payable, and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant input, such as forward interest rate curve, plus an applicable credit-adjusted spread.

Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related to the named financial instruments are categorized as level 3 of the fair value hierarchy.

The estimated fair values of our senior secured loans receivable, publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of each financial instrument.

Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to these financial instruments is categorized as level 2 of the fair value hierarchy.

Financial Instruments Measured at Fair Value on a Recurring Basis

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Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 on the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level three inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties.

However, at September 30, 2024, and December 31, 2023, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

However, at March 31, 2025 and December 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

As a result, we determined that our derivative valuations in their entirety are classified as level 2.

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The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (in millions):

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

Three months ended March 31,

Carrying value prior to impairment $ 208.7 $ 191.1

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Carrying value after impairment $ 111.3 $ 102.9

Number of properties:

Classified as held for sale 11 — 13 —

Classified as held for investment 26 9 93 18

Sold 24 23 59 66

(1) Real estate assets that were deemed to be impaired for the nine months ended September 30, 2024 primarily relate to two office properties which were acquired and retained in our merger with VEREIT in 2021, 23 properties leased to clients in bankruptcies, as well as certain properties that are more likely than not to be sold in the next twelve months.

The valuation of impaired assets is determined using valuation techniques including discounted cash flow analysis, analysis of recent comparable sales transactions and purchase offers received from third parties, which are level 3 inputs.

(1) Real estate assets that were deemed to be impaired for the three months ended March 31, 2025 primarily relate to properties leased to clients in bankruptcies or financial distress, as well as properties that are more likely than not to be sold in the next twelve months.

The valuation of impaired assets is determined using valuation techniques including applying a capitalization rate to estimated net operating income of a property, analysis of recent comparable sales transactions and purchase offers received from third parties, which are level 3 inputs.

We may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of such real estate.

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Forward points on the forward contracts are included in the assessment of hedge effectiveness.

We also execute variable-to-fixed interest rate swaps to add stability to interest expense and to manage our exposure to interest rate movements associated with our term loans and may also enter into interest rate swaption agreements.

We also execute variable-to-fixed interest rate swaps and use interest rate swaption agreements to add stability to interest expense and to manage our exposure to interest rate movements associated with our term loans or forecasted transactions.

When it is probable that the forecasted transaction will not occur by the end of the specific time period or within an additional two-month period thereafter, the net derivative instrument gain or loss and any gains and losses that were reported in AOCI pursuant to the hedge of a forecasted transaction are recognized immediately in earnings through the caption entitled 'Interest' in our consolidated statements of income and comprehensive income.

Derivatives Designated as Hedging Instruments - Fair Value Hedges

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Derivatives Designated as Hedging Instruments - Net Investment Hedges

To mitigate the foreign currency exchange rate variations associated with our investment in EUR-denominated foreign operations, we may enter into derivative instruments, such as cross-currency swaps that qualify as net investment hedges under the criteria prescribed in accordance with ASC Topic 815-20, Hedging - General .

We use the spot method of assessing hedge effectiveness and apply the consistent election to the excluded component by recognizing changes in the fair value of the hedging instruments attributable to the excluded component in the same manner as described above.

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If our net investment changes during a reporting period, the hedge relationship will be assessed for whether a de-designation is warranted (only if the hedge notional amount is outside of prescribed tolerance).

Further, certain EUR-denominated bonds and borrowings under our Revolving Credit Facility and Term Loans (all as defined in notes 7 and 8 , respectively) may be also designated as, and are effective as, net investment hedges.

Further, certain EUR-denominated bonds and borrowings under our revolving credit facility and term loans may be also designated as, and are effective as, net investment hedges.

Changes in the value of such borrowings, related to changes in the spot rates, will be recorded in the same manner as foreign currency translation adjustments.

As of September 30, 2024, the total principal amount of foreign currency debt obligations designated as net investment hedges was $ 60.1 million.

As of March 31, 2025, the total principal amount of foreign currency debt obligations designated as net investment hedges was $ 106.8 million.

Derivatives Not Designated as Hedging Instruments

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As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through the caption entitled 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of income and comprehensive income.

The following table summarizes the terms and fair values of our derivative financial instruments at September 30, 2024 and December 31, 2023 (dollars in millions):

The following table summarizes the terms and fair values of our derivative financial instruments at March 31, 2025 and December 31, 2024 (dollars in millions):

Derivative Type

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Fair Value - asset (liability)

Derivatives Designated as Hedging Instruments September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023

Derivatives Designated as Hedging Instruments March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024

Interest rate swaps (4)

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Interest rate swaptions (5)

— — 1,000.0 — — 2.6

3 250.0 — (6) Apr 2035 ( 0.3 ) —

Cross-currency swaps - Fair Value

2 unchanged sentences

3 280.0 280.0 (8) Oct 2032 ( 42.0 ) ( 37.6 )

Foreign currency forwards 31 357.6 162.3 (8) Oct 2024 - Jun 2026 ( 15.2 ) 2.7

Foreign currency forwards 34 436.8 349.5 (9) Apr 2025 - Oct 2026 ( 3.9 ) 9.3

$ 3,466.8 $ 3,129.5 $ ( 78.3 ) $ ( 46.2 )

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Currency exchange swaps

3 $ 1,251.0 $ 1,810.6 (9) Oct 2024 $ ( 28.9 ) $ 8.9

5 $ 2,162.6 $ 1,725.3 (10) Apr 2025 $ ( 3.8 ) $ 11.8

$ 2,162.6 $ 1,725.3 $ ( 3.8 ) $ 11.8

Total of all Derivatives $ 5,629.4 $ 4,854.8 $ ( 82.1 ) $ ( 34.4 )

(1) This column represents the number of instruments outstanding as of September 30, 2024.

(2) Weighted average strike rate is calculated using the notional value as of September 30, 2024.

(3) This column represents maturity dates for instruments outstanding as of September 30, 2024.

(4) During the nine months ended September 30, 2024, we entered into five variable-to-fixed interest rate swaps when we extended maturity of the 2023 term loans and designated them as cash flow hedges.

We also designated five variable-to-fixed interest rate swaps we acquired from Spirit as cash flow hedges to mitigate the interest rate risk associated with the term loans we assumed in conjunction with our merger with Spirit.

The acquisition date fair value of these derivatives was $ 35.1 million in total and will be reclassified from AOCI to interest expense over the remaining life of the term loans.

(5) There were six interest swaptions equal to $ 1 billion in notional entered into in March 2023, of which $ 800 million was terminated in January 2024 in connection with a senior unsecured note issuance.

A total termination premium of $ 3.4 million we received was deferred in other comprehensive income and will be recognized in interest expense over the 10-year tenor of the notes due 2034.

The remaining swaption of the $ 200 million notional expired in January 2024.

(1) This column represents the number of instruments outstanding as of March 31, 2025.

(2) Weighted average strike rate is calculated using the notional value as of March 31, 2025.

(3) This column represents maturity dates for instruments outstanding as of March 31, 2025.

(4) We have ten variable-to-fixed interest rate swaps on our term loans that are designated as cash flow hedges.

(5) In March 2025, we executed three swaption collars to mitigate the risk associated with interest rate volatility for an anticipated issuance of USD-denominated bonds.

In April 2025, these hedging instruments were terminated early upon the pricing of the April 2035 Notes, as discussed in note 21, Subsequent Events.

(6) Weighted average fixed rate of 3.962 % for purchased payer swaptions and 3.662 % for sold receiver swaptions.

(7) USD fixed rate of 5.625 % and EUR weighted average fixed rate of 4.681 %.

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The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation adjustments in other comprehensive income (in thousands):

Three months ended

September 30, Nine months ended

September 30,

Three months ended March 31,

Derivatives in Cash Flow Hedging Relationships 2025 2024

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Foreign currency debt ( 4,127 ) —

Total unrealized loss recorded in foreign currency translation adjustment $ ( 14,947 ) $ — $ ( 3,326 ) $ —

Total unrealized (loss) gain recorded in foreign currency translation adjustment $ ( 8,953 ) $ 4,873

The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands):

Three months ended

September 30, Nine months ended

September 30,

Derivatives in Cash Flow Hedging Relationships Location of Gain Recognized in Income

2024 2023 2024 2023

Three months ended March 31,

Derivatives in Cash Flow Hedging Relationships Location of Increase Recognized in Income

Interest rate swaps Interest $ 3,384 $ 8,932

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$ 5,673 $ 11,391

We expect to reclassify $ 5.5 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 11.4 million from AOCI to foreign currency gain relating to foreign currency forwards within the next twelve months.

The following table details our foreign currency and derivative gains (losses), net included in income (in thousands):

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

Realized foreign currency and derivative (loss) gain, net:

(Loss) gain on the settlement of undesignated derivatives $ ( 34,164 ) $ 11,432 $ ( 54,548 ) $ 10,106

We expect to reclassify $ 7.7 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 2.6 million from AOCI as an increase to foreign currency gain relating to foreign currency forwards within the next twelve months.

The following table details our foreign currency and derivative (loss) gain, net included in income (in thousands):

Three months ended March 31,

Realized foreign currency and derivative loss, net:

Loss on the settlement of undesignated derivatives $ ( 23,404 ) $ ( 15,265 )

Gain on the settlement of designated derivatives reclassified from AOCI 2,185 3,441

(Loss) gain on the settlement of transactions with third parties ( 18 ) 410 ( 33 ) 1,685

Total realized foreign currency and derivative (loss) gain, net $ ( 32,796 ) $ 14,075 $ ( 46,709 ) $ 16,830

Gain (loss) on the settlement of transactions with third parties 3 ( 6 )

Total realized foreign currency and derivative loss, net $ ( 21,216 ) $ ( 11,830 )

Unrealized foreign currency and derivative (loss) gain, net:

(Loss) gain on the change in fair value of undesignated derivatives $ ( 3,820 ) $ 2,138

Gain (loss) on remeasurement of certain assets and liabilities 60,039 ( 29,798 ) 72,963 ( 16,607 )

Total unrealized foreign currency and derivative gain (loss), net $ 31,124 $ ( 16,888 ) $ 49,594 $ ( 11,873 )

Gain on remeasurement of certain assets and liabilities 22,491 13,738

Total unrealized foreign currency and derivative gain, net $ 18,671 $ 15,876

Total foreign currency and derivative (loss) gain, net $ ( 2,545 ) $ 4,046

Lessor Operating Leases

At September 30, 2024, we owned or held interests in 15,457 properties.

At March 31, 2025, we owned or held interests in 15,627 properties.

Of the 15,627 properties, 15,313 , or 98.0 %, are single-client properties, and the remaining are multi-client properties.

At September 30, 2024, 196 properties were available for lease or sale.

At March 31, 2025, 231 properties were available for lease or sale.

The majority of our leases are accounted for as operating leases.

At September 30, 2024, most of the properties in our portfolio were leased under net lease agreements where our client pays or reimburses us for property taxes and assessments and carries insurance coverage for public liability, property damage, fire, and extended coverage.

Rent based on a percentage of our clients' gross sales, or percentage rent, for the three months ended September 30, 2024, and 2023 was $ 3.1 million, and $ 2.2 million, respectively.

Percentage rent for the nine months ended September 30, 2024, and 2023 was $ 10.8 million, and $ 8.0 million, respectively.

No individual client’s rental revenue, including percentage rents, represented more than 10% of our total revenue for each of the nine months ended September 30, 2024, and 2023.

At March 31, 2025, most of the properties in our portfolio were leased under net lease agreements where our client pays or reimburses us for property taxes and assessments and carries insurance coverage for public liability, property damage, fire, and extended coverage.

Rent based on a percentage of our clients' gross sales, or percentage rent, for the three months ended March 31, 2025 and 2024 was $ 5.8 million and $ 5.3 million, respectively.

Stockholders' Equity

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The following is a summary of monthly distributions paid per common share for the periods indicated below:

Nine months ended

September 30,

Three months ended March 31,

January $ 0.2640 $ 0.2565

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March 0.2680 0.2565

April 0.2570 0.2550

May 0.2570 0.2550

June 0.2625 0.2550

July 0.2630 0.2555

August 0.2630 0.2555

September 0.2630 0.2555

$ 0.7960 $ 0.7695

At September 30, 2024, a distribution of $ 0.2635 per common share was payable and was paid in October 2024.

At March 31, 2025, a distribution of $ 0.2685 per common share was payable and was paid in April 2025.

At-the-Market ("ATM") Program

Under our current ATM program, which we entered into in August 2023, we may offer and sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices.

Under our current ATM program, we may offer and sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices.

Upon settlement, subject to certain exceptions, we may elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which cases we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.

As of September 30, 2024, we had 56.7 million shares remaining for future issuance under our ATM program.

As of March 31, 2025, we had 44.8 million shares remaining for future issuance under our ATM program.

We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.

The following table outlines common stock issuances pursuant to our ATM programs (dollars in millions, shares in thousands):

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

Three months ended March 31,

Shares of common stock issued under the ATM program (1)

4,309 15,070 13,913 63,210

Gross proceeds $ 632.0 $ 547.0

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Net proceeds $ 624.8 $ 543.5

(1) During the three and nine months ended September 30, 2024, 16.5 million and 24.6 million shares were sold, respectively, and 4.3 million and 13.9 million and shares were settled pursuant to forward sale confirmations.

In addition, as of September 30, 2024, 16.8 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $ 57.58 per share.

We currently expect to fully settle forward sale agreements outstanding by December 31, 2024, representing $ 958.1 million in net proceeds, for which the weighted average forward price at September 30, 2024 was $ 56.88 per share.

(1) During the three months ended March 31, 2025, 10.7 million shares were sold and 11.2 million shares were settled pursuant to forward sale confirmations.

In addition, as of March 31, 2025, 1.2 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $ 56.23 per share.

We currently expect to fully settle forward sale agreements outstanding by June 30, 2025, representing $ 69.1 million in net proceeds, for which the weighted average forward price at March 31, 2025 was $ 55.38 per share.

Dividend Reinvestment and Stock Purchase Plan ("DRSPP")

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Our DRSPP authorizes up to 26.0 million common shares to be issued.

At September 30, 2024, we had 10.8 million shares remaining for future issuance under our DRSPP program.

At March 31, 2025, we had 10.7 million shares remaining for future issuance under our DRSPP program.

The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions, shares in thousands):

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

Three months ended March 31,

Shares of common stock issued under the DRSPP program 57 58

Gross proceeds $ 3.1 $ 3.1

Series A Preferred Stock

As part of the Merger Agreement with Spirit, each outstanding share of Spirit’s 6.000 % Series A Cumulative Redeemable Preferred Stock, par value $ 0.01 per share, converted into the right to receive one share of newly issued Realty Income 6.000 % Series A Cumulative Redeemable Preferred Stock, having substantially the same terms as the Spirit Series A Preferred Stock, resulting in 6.9 million shares of Realty Income Series A Preferred Stock issued.

In September 2024, we redeemed all 6.9 million shares of Realty Income Series A preferred stock outstanding.

The shares were redeemed at redemption value of $ 25.00 per share, plus accrued and unpaid dividends to September 30, 2024.

The excess of the $ 25.00 liquidation price per share over the carrying value of Realty Income Series A preferred stock redeemed resulted in a loss on redemption of $ 5.1 million for the three months ended September 30, 2024.

Common Stock Incentive Plan

This note should be read in conjunction with the more complete discussion of the Realty Income 2021 Incentive Award Plan (the “2021 Plan”), included in note 19 to our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023.

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 6.4 million and $ 6.2 million during the three months ended September 30, 2024, and 2023, respectively, and $ 22.9 million and $ 20.2 million during the nine months ended September 30, 2024, and 2023, respectively.

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 5.9 million and $ 9.3 million during the three months ended March 31, 2025 and 2024, respectively.

In connection with the Merger, each outstanding Spirit restricted stock award and performance share award was cancelled and converted into Realty Income common stock, using the Exchange Ratio in accordance with the merger agreement.

The issuance is excluded from the sections below, as the awards were not granted under the 2021 Plan.

The aggregate fair value of fully vested Spirit awards converted into Realty Income common stock was $ 66.5 million, of which i.) $ 41.7 million related to pre-combination services and is included in the consideration transferred in the merger and ii.) $ 24.8 million of expense was recognized in January in merger, transaction, and other costs related to the value attributable to post-combination services.

The issuance is excluded from the sections below, as the awards were not granted under the Realty Income 2021 Incentive Award Plan (the "2021 Plan").

The aggregate fair value of fully vested Spirit awards converted into Realty Income common stock was $ 66.5 million, of which i.) $ 41.7 million related to pre-combination services and is included in the consideration transferred in the merger and ii.) $ 24.8 million of expense was recognized in January 2024 in merger, transaction, and other costs, net related to the value attributable to post-combination services.

For more details, please see note 2, Merger with Spirit Realty Capital, Inc.

Restricted Stock and Restricted Stock Units

During the nine months ended September 30, 2024, we granted 343,890 shares of common stock under the 2021 Plan.

This included 44,000 total shares of restricted stock granted to the independent members of our Board of Directors, 4,000 of which were granted to a new member in the first quarter of 2024, and the remaining 40,000 shares of which were granted in connection with our annual awards in May 2024.

The vesting schedule for these shares is up to three-years , based on each director's years of service, and is subject to the director’s continued service through each applicable vesting date.

During the three months ended March 31, 2025, we granted 245,935 shares of common stock under the 2021 Plan.

Our restricted stock awards granted to employees vest over a service period not exceeding four-years .

During the nine months ended September 30, 2024, we also granted 30,538 restricted stock units, all of which vest over a four-year service period.

As of September 30, 2024, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $ 23.8 million, which is being amortized on a straight-line basis over the service period of each applicable award.

During the three months ended March 31, 2025, we also granted 38,490 restricted stock units, all of which vest over a four-year service period.

As of March 31, 2025, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $ 32.5 million, which is being amortized on a straight-line basis over the service period of each applicable award.

The amount of share-based compensation is based on the fair value of the stock at the grant date.

1 unchanged sentence

Performance Shares

During the nine months ended September 30, 2024, we granted 274,358 performance shares, as well as dividend equivalent rights, to our executive officers.

The performance shares are earned based on our Total Shareholder Return (“TSR”) performance relative to select industry indices and peer groups as well as achievement of certain operating metrics, and vest 50 % after the end of the three-year performance period and the remaining 50 % on January 1 of the following year, subject to continued service.

As of September 30, 2024, the remaining share-based compensation expense related to the performance shares totaled $ 22.5 million.

During the three months ended March 31, 2025, we granted 285,242 performance shares, as well as dividend equivalent rights, to our executive officers.

The performance shares are earned based on our Total Shareholder Return (“TSR”) performance relative to select industry indices and peer groups as well as achievement of certain operating metrics, and vest 50 % as of the date of which the plan administrator determines the achievement of the applicable goals during the applicable three-year performance period and the remaining 50 % on January 1 of the following year, subject to continued service.

As of March 31, 2025, the remaining share-based compensation expense related to the performance shares totaled $ 34.2 million.

The performance shares are being recognized on a tranche-by-tranche basis over the service period.

2 unchanged sentences

The following is a reconciliation of the denominator of the basic net income per common share computation to the denominator of the diluted net income per common share computation (shares in thousands):

Three months ended

September 30, Nine months ended

September 30,

2024 2023 2024 2023

Three months ended March 31,

Weighted average shares used for the basic net income per share computation 891,666 834,940

7 unchanged sentences

The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands):

Nine months ended

September 30,

Three months ended March 31,

Supplemental disclosures:

2 unchanged sentences

Non-cash activities:

Net decrease in fair value of derivatives $ ( 44,050 ) $ ( 51,386 )

Net (decrease) increase in fair value of derivatives $ ( 47,749 ) $ 45,133

Term loans assumed at fair value $ — $ 1,300,000

Notes payable assumed at fair value $ — $ 2,481,486

Increase in noncontrolling interests from property acquisitions $ — $ 39,156

Issuance/conversion of common partnership units of Realty Income, L.P.

(1) See note 11, Noncontrolling Interests for further details.

The following table provides a reconciliation of 'Cash and cash equivalents' reported on our consolidated balance sheets to the total of the cash, cash equivalents, and restricted cash reported within our consolidated statements of cash flows (in thousands):

September 30, 2024 September 30, 2023

March 31, 2025 March 31, 2024

Cash and cash equivalents shown in the consolidated balance sheets $ 319,007 $ 680,159

Restricted escrow deposits (1)

37,317 41,311

Impounds related to mortgages payable (1)

4 unchanged sentences

As a result, these amounts were considered restricted as of the dates presented.

Segment and Geographic Information

Segment Information

Our business is characterized as owning and leasing commercial properties under long-term, net lease agreements (whereby clients are responsible for property taxes, insurance and maintenance costs), and these economic characteristics are similar across various property types, geographic locations, and industries in which our clients operate.

The Company's chief operating decision maker ("CODM") is its President, Chief Executive Officer.

Information reviewed by our CODM in evaluating performance and allocating resources is primarily operating results and cash flow analysis on a consolidated basis.

Therefore, we operate and manage the business in one operating and reportable segment.

The CODM assesses performance and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income.

The measure of segment assets is reported on the balance sheet as total consolidated assets.

Our significant segment expenses include consolidated expense categories presented in our consolidated statements of income and comprehensive income, as well as additional significant segment expense categories reported within 'Property (including reimbursements)' and 'General and administrative' expense captions, as follows (in millions):

Three months ended March 31,

Property (excluding reimbursements) $ 19.3 $ 16.6

Cash G&A expenses (1)

$ 38.1 $ 31.5

(1) Represents 'General and administrative' expenses as presented in our consolidated statements of income and comprehensive income, less share-based compensation costs.

Other segment items included in consolidated net income consist of 'Gain on sales of real estate' and 'Other income, net', as presented in our consolidated statements of income and comprehensive income.

Geographic Information

The following table disaggregates domestic and international revenue by major asset types and geographic regions (in millions):

Three months ended March 31,

Retail $ 864.1 $ 138.2 $ 39.3 $ 1,041.6

Industrial 196.4 11.7 — 208.1

62.4 1.0 — 63.4

Rental (including reimbursements) $ 1,122.9 $ 150.9 $ 39.3 $ 1,313.1

Other revenue 67.4

Total revenue $ 1,380.5

Retail $ 810.9 $ 116.8 $ 31.7 $ 959.4

Industrial 177.2 11.7 — 188.9

59.9 — — 59.9

Rental (including reimbursements) $ 1,048.0 $ 128.5 $ 31.7 $ 1,208.2

Other revenue 52.3

Total revenue $ 1,260.5

(1) Other includes rental revenue generated from all other European countries we operate in.

(2) Other includes all other property types in our portfolio.

No individual client’s revenue represented more than 10% of our total revenue for each of the three months ended March 31, 2025 and 2024.

Long-lived assets include items such as property, plant, equipment and right-of-use assets subject to operating and finance leases.

The following table disaggregates domestic and international total long-lived assets (in millions):

March 31, 2025 December 31, 2024

Long-lived assets $ 42,957.8 $ 8,257.9 $ 1,933.2 $ 53,148.9 $ 43,186.5 $ 7,485.6 $ 1,617.7 $ 52,289.8

Remaining assets 16,608.8 16,545.2

Total assets $ 69,757.7 $ 68,835.0

(1) Other includes long-lived assets in all other European countries we operate in.

Commitments and Contingencies

1 unchanged sentence

We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.

At September 30, 2024, we had commitments of $ 77.8 million, which primarily relate to tenant improvements, re-leasing costs, recurring capital expenditures, and non-recurring building improvements.

In addition, as of September 30, 2024, we had committed $ 394.9 million under construction contracts related to development projects, which have estimated rental revenue commencement dates between November 2024 and July 2025.

At March 31, 2025, we had $ 601.3 million of commitments under construction contracts related to development projects, which have estimated rental revenue commencement dates between April 2025 and March 2027.

In addition, at March 31, 2025, we had commitments of $ 88.6 million for tenant improvements, recurring capital expenditures, and non-recurring building improvements, and had accrued $ 8.2 million in contingent purchase consideration obligations related to leasing activities for a multi-tenant property acquired in 2024, representing the remaining amounts deemed probable and estimable as of March 31, 2025.

Subsequent Events

In October 2024, we declared a dividend of $ 0.2635 per share to our common stockholders, which will be paid in November 2024.

In April 2025, we declared a dividend of $ 0.2685 per share to our common stockholders, which will be paid in May 2025.

ATM Forward Offerings

As of November 4, 2024, ATM forward agreements for a total of 17.0 million shares remain unsettled with total expected net proceeds of approximately $ 968.7 million, of which 0.2 million shares were executed in October 2024.

As of May 2025, ATM forward agreements for a total of 4.7 million shares remain unsettled with total expected net proceeds of approximately $ 265.6 million, of which 3.5 million shares were sold in April 2025.

Notes Issuance

In April 2025, we issued $ 600.0 million of 5.125 % senior unsecured notes due April 2035 (the "April 2035 Notes").

The public offering price for the April 2035 Notes was 98.371 % of the principal amount for an effective semi-annual yield to maturity of 5.337 %.

Interest is paid semi-annually.

Revolving Credit Facility Recast

In April 2025, we closed on the recast and expansion of an aggregate $ 5.38 billion multi-currency unsecured credit facility.

Included in the total capacity is a newly-established $ 1.38 billion unsecured credit facility for our U.S.

Core Plus Fund (the "Fund"), a newly formed open-end, perpetual life private fund.

The capacity of the Realty Income revolving credit facility is updated to $ 4.0 billion with an accordion expansion feature up to $ 5.0 billion, which is subject to obtaining lender commitments.

The revolving credit facility is bifurcated into two $ 2.0 billion tranches, which initially mature on April 29, 2027 and April 29, 2029, respectively, before giving effect to two six-month extension options.

Pursuant to the terms of the revolving credit facility, the current A3/A- credit ratings provide for a borrowing rate of 72.5 basis points over the SOFR for USD borrowings, with a facility commitment fee of 12.5 basis points, for all-in drawn pricing of 85 basis points over the SOFR for USD borrowings.

The $ 1.38 billion capacity of the Fund credit facility consists of a $ 1.0 billion revolving credit facility and a $ 380.0 million delayed draw, unsecured term loan.

The aggregate facilities under the Fund Credit Agreement can be increased to up to $ 2.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments.

The Fund revolving credit facility initially matures on April 29, 2029, before giving effect to two six-month extension options, and the $ 380.0 million delayed draw term loan initially matures on April 29, 2028 and includes two six-month extension options.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including the documents incorporated by reference, contain 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, and Section 21E of the Exchange Act of 1934, as amended.

When used in this quarterly report, the words “estimated,” “anticipated,” “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plans,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements include discussions of our business and portfolio;

growth strategies and intentions to acquire or dispose of properties (including geographies, timing, partners, clients and terms);

re-leases, re-development and speculative development of properties and expenditures related thereto;

future operations and results;

the announcement of operating results, strategy, plans, and the intentions of management;

statements made regarding our share repurchase program;

settlement of shares of common stock sold pursuant to forward sale confirmations under our At-the-Market (“ATM”) Program;

dividends, including the amount, timing and payments of dividends;

and trends in our business, including trends in the market for long-term leases of freestanding, single-client properties.

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;

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 and partners of such funding);

continued volatility and uncertainty in the credit markets and broader financial markets;

other risks inherent in the real estate business including our clients' solvency, client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, 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 income tax laws and rates);

property ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which may transfer or limit our control of the underlying investments;

epidemics or pandemics including measures taken to limit their spread, the impacts on us, our business, our clients, and the economy generally;

the loss of key personnel;

the 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 and acquisitions.

Additional factors that may cause risks and uncertainties include those discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2024.

Readers are cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements are not guarantees of future plans and performance and speak only as of the date this quarterly report was filed with the Securities and Exchange Commission (the "SEC").

Actual plans and operating results may differ materially from what is expressed or forecasted in this quarterly report and forecasts made in the forward-looking statements discussed in this quarterly report might not materialize.

We do not undertake any obligation to update forward-looking statements or 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.

Realty Income (NYSE:

O), an S&P 500 company, is real estate partner to the world's leading companies ® .

Founded in 1969, we invest in diversified commercial real estate and, as of March 31, 2025, have a portfolio of over 15,600 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and six other countries in Europe.

We are known as “The Monthly Dividend Company ® ” and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time.

Since our founding, we have declared 658 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats ® index for having increased our dividend for over 30 consecutive years.

As of March 31, 2025, we owned or held interests in 15,627 properties, with approximately 341.8 million square feet of leasable space leased to 1,598 clients doing business in 91 separate industries.

Of the 15,627 properties in our portfolio as of March 31, 2025, 15,313, or 98.0%, were single-client properties, and the remaining were multi–client properties.

Our total portfolio of 15,627 properties as of March 31, 2025 had a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 9.1 years.

Total portfolio annualized base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables) on our leases as of March 31, 2025 was $5.05 billion.

As of March 31, 2025, approximately 34.3% of our total portfolio annualized base rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies.

As of March 31, 2025, our top 20 clients (based on percentage of total portfolio annualized base rent) represented approximately 36.4% of our annualized base rent and 11 of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment grade companies.

Approximately 91% of our annualized retail base rent as of March 31, 2025, is derived from our clients with a service, non-discretionary, and/or low price point component to their business.

Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes and operating expenses totaling $87.4 million and $72.7 million for the three months ended March 31, 2025 and 2024, respectively.

RECENT DEVELOPMENTS

Increases in Monthly Dividends to Common Stockholders

We have continued our 56-year history of paying monthly dividends by increasing the dividend three times during 2025.

As of April 2025, we have paid 110 consecutive quarterly dividend increases and increased the dividend 130 times since our listing on the New York Stock Exchange (“NYSE”) in 1994.

2025 Dividend increases

Month Declared Month Paid Monthly Dividend per share Increase per share

1st increase Dec 2024 Jan 2025 $ 0.2640 $ 0.0005

2nd increase Feb 2025 Mar 2025 $ 0.2680 $ 0.0040

3rd increase Mar 2025 Apr 2025 $ 0.2685 $ 0.0005

The dividends paid per share during the three months ended March 31, 2025 totaled $0.7960, as compared to $0.7695 during the three months ended March 31, 2024, an increase of $0.027, or 3.4%.

The monthly dividend of $0.2685 per share represents a current annualized dividend of $3.222 per share, and an annualized dividend yield of 5.6% based on the last reported sale price of our common stock on the NYSE of $58.01 on March 31, 2025.

Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period.

During the three months ended March 31, 2025, we invested $1.4 billion at an initial weighted average cash yield of 7.5%, including investments in 121 properties, properties under development or expansion, and loans.

See notes 4 , Investments in Real Estate, 5, Investments in Unconsolidated Entities, and 6, Investments in Loans and Financing Receivables, to the consolidated financial statements for further details.

During the three months ended March 31, 2025, we sold 55 properties with total net proceeds received of $92.6 million.

Equity Capital Raising

During the three months ended March 31, 2025, we raised $635.1 million of proceeds from the sale of common stock, at a weighted average price of $56.26 per share, primarily through proceeds from the sale of common stock through our ATM program.

The ATM program issuances during the three months ended March 31, 2025 included 11.2 million shares issued pursuant to forward sale confirmations.

As of March 31, 2025, 1.2 million shares of common stock subject to forward sale confirmations have been executed but not settled.

See note 15 , Stockholders' Equity , to the consolidated financial statements for further details.

Credit Facilities

In April 2025, we closed on the recast and expansion of our multi-currency unsecured credit facility totaling $5.38 billion, including a $1.38 billion unsecured facility for our private fund.

See note 21, Subsequent Events , to the consolidated financial statements for further details.

Note Issuance

In April 2025, we issued $600.0 million of 5.125% senior unsecured notes due April 2035.

See note 21, Subsequent Events , to the consolidated financial statements for further details.

Portfolio Discussion

Leasing Results

At March 31, 2025, we had 231 properties available for lease or sale out of 15,627 properties in our portfolio, which represents a 98.5% occupancy rate based on the number of properties in our portfolio.

Our property-level occupancy rates exclude properties with ancillary leases only, such as cell towers and billboards, and properties with possession pending, and include properties owned by unconsolidated joint ventures.

Below is a summary of our portfolio activity for the period indicated below:

Three months ended March 31, 2025

Properties available for lease at December 31, 2024

Lease expirations (1)

Re-leases to same client (160)

Re-leases to new client (9)

Vacant dispositions (49)

Properties available for lease at March 31, 2025

(1) Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the period indicated above.

During the three months ended March 31, 2025, the new annualized base rent on re-leases was $46.22 million, as compared to the previous annual rent of $44.48 million on the same units, representing a rent recapture rate of 103.9% on the units re-leased.

As part of our re-leasing costs, we pay leasing commissions to unrelated, third-party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients.

We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations.

Impact of Inflation

Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, retail price index in the case of certain leases in the U.K.

(typically subject to ceilings), or increases in clients’ sales volumes.

We expect that inflation will cause these lease provisions to result in rent increases over time.

During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not keep up with the rate of inflation and other costs.

Moreover, our strategic focus on the use of net lease agreements reduces our exposure to rising property expenses due to inflation because the client is responsible for property expenses.

Even though the utilization of net leases reduces our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue, which may adversely affect our clients' ability to pay rent.

Additionally, inflationary periods may cause us to experience increased costs of financing, make it difficult to refinance debt at attractive rates or at all, and may adversely affect the properties we can acquire if the cost of financing an acquisition is in excess of our anticipated earnings from such property, thereby limiting the properties that can be acquired.

Impact of Real Estate and Capital Markets

In the commercial real estate market, property prices generally continue to fluctuate.

Likewise, during certain periods, the global capital markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital.

We continually monitor the commercial real estate and global capital markets carefully and, if required, will make decisions to adjust our business strategy accordingly.

Impact of Current Macroeconomic Conditions

We monitor developments related to macroeconomic factors that could have an adverse impact on our business and our clients.

Our clients face challenges that may differ from or be additional to challenges we face, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, including potential impacts from changes in global trade policies.

The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2025, we had $2.9 billion of liquidity, which consists of cash and cash equivalents of $319.0 million, unsettled ATM forward equity of $69.1 million, and $2.5 billion of availability under our $4.25 billion unsecured revolving credit facility, net of $1.3 billion of borrowing on the revolving credit facility and after deducting $413.4 million in borrowings under our commercial paper programs.

We use our unsecured revolving credit facility as a liquidity backstop for the repayment of the notes issued under our commercial paper programs.

Our primary cash obligations, for the current year and subsequent years, are included in the “Material Cash Requirements” table, which is presented later in this section.

We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common stockholders, primarily through a combination of the following:

• Cash and cash equivalents;

• Future cash flows from operations;

• Issuances of common stock or debt, or other securities offerings;

• Additional borrowings under our revolving credit facility or commercial paper programs, which are backstopped by our credit facility;

• Short-term loans;

• Asset dispositions;

• Credit investment repayments.

In addition to these sources of liquidity, we are exploring various capital diversification initiatives, including the establishment of a third-party private capital open-end fund.

We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity are sufficient to meet our liquidity needs for the next twelve months.

We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our revolving credit facility and commercial paper programs.

Long-Term Liquidity Requirements

Our goal is to deliver dependable monthly dividends to our stockholders that increase over time.

Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, investments in loans to clients, property development, and capital expenditures by issuing common stock, long-term unsecured notes, and term loan borrowings.

Over the long term, we believe that common stock should be the majority of our capital structure.

We may issue common stock when we believe our share price is at a level that allows for the proceeds of an offering to be accretively invested into additional properties or to permanently finance properties that were initially financed by our revolving credit facility, commercial paper programs, or shorter-term debt securities.

However, we cannot assure you that we will have access to the capital markets at all times and at terms that are acceptable to us.

Capitalization

As of March 31, 2025, our total capitalization was $80.5 billion.

Total capitalization consisted of $52.5 billion of common equity (based on the March 31, 2025 closing price on the NYSE of $58.01 and assuming the conversion of 2.7 million common units of Realty Income, L.P.), and total outstanding borrowings of $28.0 billion on our revolving credit facility, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds and our proportionate share of unconsolidated entities' debt (excluding unamortized deferred financing costs, discounts, and premiums).

Share Repurchase Program

In February 2025, our Board of Directors authorized a share repurchase program for up to $2.0 billion in shares of our common stock, which will expire in January 2028.

Repurchases under the repurchase program may be made at management’s discretion from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, Rule 10b5-1 plans or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.

The repurchase program does not obligate us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion.

No share repurchases have been made to date under the repurchase program.

During the three months ended March 31, 2025, we settled approximately 11.2 million shares of common stock previously sold pursuant to forward sale agreements through our ATM program for approximately $624.8 million of net proceeds.

As of March 31, 2025, there were approximately 1.2 million shares of unsettled common stock subject to forward sale confirmations through our ATM program, representing approximately $69.1 million in expected net proceeds, which have been executed at a weighted average price of $55.38 per share (assuming full physical settlement of all outstanding shares of common stock, subject to such forward sale agreements and certain assumptions made with respect to settlement dates).

Additionally, as of March 31, 2025, we had 44.8 million shares remaining for future issuance under our ATM program.

We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.

Debt Financing Activities

At March 31, 2025, our total outstanding borrowings of revolving credit facility, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $27.3 billion, with a weighted average maturity of 5.5 years and a weighted average interest rate of 3.9%.

As of March 31, 2025, approximately 94% of our total debt was fixed rate debt.

See notes 7 through 10 to the consolidated financial statements for additional information about our outstanding debt, along with our debt financing activities during the three months ended March 31, 2025 below.

Mortgage Repayments

During the three months ended March 31, 2025, we made $39.5 million in principal payments, including the full repayment of one mortgage for $39.0 million.

Note Issuance

In April 2025, we issued $600.0 million of 5.125% senior unsecured notes due April 2035.

Note Repayment

In April 2025, we repaid $500.0 million of outstanding 3.875% senior unsecured notes, plus accrued and unpaid interest, upon maturity.

Credit Facilities

In April 2025, we closed on the recast and expansion of an aggregate $5.38 billion multi-currency unsecured credit facility.

Included in the total capacity is a newly-established $1.38 billion unsecured credit facility for our U.S.

Core Plus Fund (the "Fund"), a newly formed open-end, perpetual life private fund.

The capacity of the Realty Income revolving credit facility is updated to $4.0 billion with an accordion expansion feature up to $5.0 billion, which is subject to obtaining lender commitments.

The revolving credit facility is bifurcated into two $2.0 billion tranches, which initially mature on April 29, 2027 and April 29, 2029, respectively, before giving effect to two six-month extension options.

The $1.38 billion capacity of the Fund credit facility consists of a $1.0 billion revolving credit facility and a $380.0 million delayed draw, unsecured term loan.

The aggregate facilities under the Fund Credit Agreement can be increased to up to $2.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments.

The Fund revolving credit facility initially matures on April 29, 2029, before giving effect to two six-month extension options, and the $380.0 million delayed draw term loan initially matures on April 29, 2028 and includes two six-month extension options.

The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes and bonds.

These calculations, which are not based on accounting principles generally accepted in the United States of America ("U.S.

GAAP"), are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance.

The actual amounts as of March 31, 2025, are:

Note Covenants

Limitation on incurrence of total debt

< 60% of adjusted assets

Limitation on incurrence of secured debt

< 40% of adjusted assets

Debt service and fixed charge coverage (trailing 12 months) (1)

Maintenance of total unencumbered assets

> 150% of unsecured debt

(1) Our debt service coverage ratio is calculated on a pro forma basis for the preceding four-quarter period on the assumptions that:

(i) the incurrence of any Debt (as defined in the covenants) incurred by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our Debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four quarters and subject to certain additional adjustments.

Such pro forma ratio has been prepared on the basis required by that debt service covenant, reflects various estimates and assumptions and is subject to other uncertainties, and therefore does not purport to reflect what our actual debt service coverage ratio would have been had transactions referred to in clauses (i), (ii) and (iii) of the preceding sentence occurred as of the first day of four-quarter period, nor does it purport to reflect our debt service coverage ratio for any future period.

Fixed charge coverage is calculated in the same manner as the debt service coverage.

The following is our calculation of debt service and fixed charge coverage at March 31, 2025 (in thousands, for trailing twelve months):

Net income attributable to the Company

interest expense, excluding the amortization of deferred financing costs

provision for taxes

depreciation and amortization

provisions for impairment

pro forma adjustments

gain on sales of real estate

Income available for debt service, as defined

Total pro forma debt service charge

Debt service and fixed charge coverage ratio 4.7x

Credit Agency Ratings

The borrowing interest rates under our revolving credit facility are based upon our ratings assigned by credit rating agencies.

As of March 31, 2025, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds:

Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook and Standard & Poor’s Ratings Group has assigned a rating of A- with a “stable” outlook.

In addition, we were assigned the following ratings on our commercial paper at March 31, 2025:

Moody's Investors Service has assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2.

Based on our credit agency ratings as of March 31, 2025, interest rates under our credit facility for U.S.

borrowings would have been at the Secured Overnight Financing Rate ("SOFR"), plus 0.725% with a SOFR adjustment charge of 0.10% and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.95% over SOFR, for British Pound Sterling ("GBP") borrowings, at the Sterling Overnight Indexed Average (“SONIA”), plus 0.725% with a SONIA adjustment charge of 0.0326% and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.8826% over SONIA, and for Euro ("EUR") borrowings at one-month Euro Interbank Offered Rate (“EURIBOR”), plus 0.725%, and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.85% over one-month EURIBOR.

In addition, our credit facility provides that the interest rates can range between:

(i) SOFR/SONIA/EURIBOR, plus 1.40% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) SOFR/SONIA/EURIBOR, plus 0.70% if our credit rating is A/A2 or higher.

In addition, our credit facility provides for a facility commitment fee based on our credit ratings, which ranges from:

(i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher.

We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions.

If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease.

The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition.

These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant.

Moreover, a rating is not a recommendation to buy, sell or hold our debt securities or common stock.

Material Cash Requirements

The following table summarizes the maturity of each of our obligations as of March 31, 2025 (dollars in millions):

Revolving Credit Facility and Commercial Paper (1)

Unsecured Term

Loans Mortgages Payable Senior Unsecured Notes and Bonds Interest (2)

Ground Leases Paid by the Company (3)

Ground Leases Paid by

Our Clients (4)

2025 $ 413.4 $ 800.0 $ 5.1 $ 1,050.0 $ 756.4 $ 9.7 $ 24.0 $ 455.5 $ 3,514.1

2026 1,288.5 1,093.9 12.0 2,375.0 858.7 17.7 32.5 167.5 5,845.8

2027 — 500.0 22.3 2,340.7 745.1 11.1 30.6 57.8 3,707.6

2028 — — 1.3 2,499.8 640.6 9.0 27.6 3.1 3,181.4

2029 — — 1.3 2,402.0 597.2 10.1 25.2 2.2 3,038.0

Thereafter — — 1.0 12,490.0 2,960.7 407.8 336.5 12.0 16,208.0

Total $ 1,701.9 $ 2,393.9 $ 43.0 $ 23,157.5 $ 6,558.7 $ 465.4 $ 476.4 $ 698.1 $ 35,494.9

(1) The initial term of our revolving credit facility was set to expire in June 2026 and included, at our option, two six-month extensions.

In April 2025, we completed the recast and expansion of our multi-currency unsecured credit facility, as described in Note 21, Subsequent Events .

At March 31, 2025, there were $1.3 billion of outstanding borrowings under our revolving credit facility, and commercial paper programs outstanding were $413.4 million, which mature between May 2025 and June 2025.

(2) Interest on the commercial paper programs, term loans, mortgages payable, and senior unsecured notes and bonds has been calculated based on outstanding balances at period end through their respective maturity dates.

(3) We currently pay the ground lessors directly for the rent under certain ground lease arrangements.

(4) Our clients, who are generally sub-tenant clients under ground leases, are responsible for paying the rent under these ground leases.

(5) “Other” consists of $601.3 million of commitments under construction contracts, $88.6 million for tenant improvements, recurring capital expenditures, and non-recurring building improvements, and $8.2 million for contingent purchase consideration obligations related to leasing activities for a multi-tenant property acquired.

Investments in Unconsolidated Entities

As of March 31, 2025, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million.

DIVIDEND POLICY

Distributions are paid monthly to holders of shares of our common stock.

Distributions are paid monthly to the limited partners holding common units of Realty Income, L.P., each on a per unit basis that is equal to the amount paid per share to our common stockholders (subject to the adjustment factor applicable to those units at the time of such distribution).

In order to maintain our status as a real estate investment trust ("REIT") for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains), and we are subject to income tax to the extent we distribute less than 100% of our taxable income (including net capital gains).

In 2024, our cash distributions to common stockholders totaled $2.69 billion, or approximately 126.1% of our estimated taxable income of $2.13 billion.

Certain measures are available to us to reduce or eliminate our tax exposure as a REIT, and accordingly, no provision for U.S.

federal income taxes, other than our taxable REIT subsidiaries (each, a "TRS"), has been made.

Our estimated taxable income reflects non-cash deductions for depreciation and amortization.

Our estimated taxable income is presented to show our compliance with REIT dividend requirements and is not a measure of our liquidity or operating performance.

We intend to continue to make distributions to our stockholders that are sufficient to meet this dividend requirement and that will reduce or eliminate our exposure to income taxes.

Furthermore, we believe our cash on hand and funds from operations are sufficient to support our current level of cash distributions to our stockholders.

We distributed $0.796 per share to stockholders during the three months ended March 31, 2025, representing 75.1% of our diluted Adjusted Funds from Operations Available to Common Stockholders ("AFFO") per share of $1.06.

Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, Funds from Operations Available to Common Stockholders ("FFO"), Normalized Funds from Operations Available to Common Stockholders ("Normalized FFO"), AFFO, cash flow from operations, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, our debt service requirements, and any other factors the Board of Directors may deem relevant.

In addition, our revolving credit facility contains financial covenants that could limit the amount of distributions payable by us in the event of a default, and which prohibit the payment of distributions on our common stock in the event that we fail to pay when due (subject to any applicable grace period) any principal or interest on borrowings under our revolving credit facility.

Distributions of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to stockholders as ordinary income, except to the extent that we recognize capital gains and declare a capital gains dividend, or that such amounts constitute “qualified dividend income” subject to a reduced rate of tax.

The maximum tax rate of non-corporate taxpayers for “qualified dividend income” is generally 20%.

In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding requirements have been met with respect to the REIT’s stock and the REIT’s dividends are attributable to dividends received from certain taxable corporations (such as our TRSs) or to income that was subject to tax at the corporate or REIT level (for example, if we distribute taxable income that we retained and paid tax on in the prior taxable year).

However, non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017, and before January 1, 2026.

Distributions in excess of earnings and profits generally will first be treated as a non-taxable reduction in the stockholders’ basis in their stock, but not below zero.

Distributions in excess of that basis generally will be taxable as a capital gain to stockholders.

Approximately 30.4% of the distributions to our common stockholders, made or deemed to have been made in 2024, were classified as a return of capital for federal income tax purposes.

RESULTS OF OPERATIONS

The following is a comparison of our results of operations for the three months ended March 31, 2025 and 2024.

Total Revenue

The following summarizes our total revenue (in millions):

Three months ended March 31,

2025 2024 Change

Rental (excluding reimbursements)

$ 1,225.7 $ 1,135.5 $ 90.2

Rental (reimbursements)

87.4 72.7 14.7

67.4 52.3 15.1

Total revenue

$ 1,380.5 $ 1,260.5 $ 120.0

Rental Revenue (excluding reimbursements)

The table below summarizes the increase in rental revenue (excluding reimbursements) in the three months ended March 31, 2025 and 2024 (dollars in millions):

Number of Properties Three months ended March 31,

2025 2024 Change

Properties acquired during 2025 & 2024

497 $ 55.0 $ 2.6 $ 52.4

Same store rental revenue (1)

14,702 1,149.4 1,135.1 14.3

Constant currency adjustment (2)

N/A (5.0) (2.4) (2.6)

Properties sold during and prior to 2025

361 0.6 13.0 (12.4)

Straight-line rent and other non-cash adjustments N/A (3.1) 6.2 (9.3)

Vacant rents, development and other (3)

428 27.8 27.9 (0.1)

Other excluded revenue (4)

N/A 1.0 0.2 0.8

Spirit rental revenue (5)

N/A — (47.1) 47.1

Total $ 1,225.7 $ 1,135.5 $ 90.2

(1) The same store rental revenue percentage increased by 1.3% for the three months ended March 31, 2025 as compared with the same period in 2024.

(2) For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of March 31, 2025.

(3) Relates to the aggregate of (i) rental revenue from 312 properties that were available for lease during part of 2025 or 2024 for the three months ended March 31, 2025, and (ii) rental revenue for 116 properties under development or completed developments that do not meet our same store pool definition for the three months ended March 31, 2025.

(4) "Other excluded revenue" primarily consists of reimbursements for tenant improvements and rental revenue that is not contractual base rent such as lease termination settlements.

(5) Amounts for the three months ended March 31, 2024 represent rental revenue from Spirit properties, which were not included in our financial statements prior to the close of the merger with Spirit on January 23, 2024.

For purposes of determining the same store rent property pool, we include all properties that were owned for the entire year-to-date period, for both the current and prior year, except for properties during the current or prior year that;

(i) were vacant at any time, (ii) were under development or redevelopment, or (iii) were involved in eminent domain and rent was reduced.

Each of the exclusions from the same store pool are separately addressed within the applicable sentences above, explaining the changes in rental revenue for the period.

Of the 16,856 in-place leases in the portfolio, 13,825, or 82.0%, were under leases that provide for increases in rents through:

base rent increases tied to inflation (typically subject to ceilings), percentage rent based on a percentage of the clients’ gross sales, fixed increases, or a combination of two or more of the aforementioned rent provisions.

Rent based on a percentage of our clients' gross sales, or percentage rent, was $5.8 million and $5.3 million for the three months ended March 31, 2025 and 2024, respectively.

Percentage rent represents less than 1% of rental revenue.

At March 31, 2025, our portfolio of 15,627 properties was 98.5% leased with 231 properties available for lease or sale, as compared to 98.6% leased with 217 properties available for lease at March 31, 2024.

It has been our experience that approximately 1% to 4% of our property portfolio will be available for lease at any given time;

however, it is possible that the number of properties available for lease or sale could increase in the future, given the nature of economic cycles and other unforeseen global events.

Rental Revenue (reimbursements)

A number of our leases provide for contractually obligated reimbursements from clients for recoverable real estate taxes and operating expenses.

Contractually obligated reimbursements by our clients increased by $14.7 million for the three months ended March 31, 2025 as compared with the same period in 2024, primarily due to the growth of our portfolio due to acquisitions.

Other Revenue

The following summarizes our total other revenue (in millions):

Three months ended March 31,

2025 2024 Change

Interest income on financing receivables $ 32.3 $ 31.5 $ 0.8

Interest income on loans and preferred equity investments 34.4 20.1 14.3

Other 0.7 0.7 —

$ 67.4 $ 52.3 $ 15.1

Total other revenue increased by $15.1 million for the three months ended March 31, 2025 as compared with the same period in 2024, primarily due to higher interest income on loans due to growth in our loan portfolio.

The following summarizes our total expenses (in millions):

Three months ended March 31,

2025 2024 Change

Depreciation and amortization $ 608.9 $ 581.1 $ 27.8

Interest 268.4 240.6 27.8

Property (excluding reimbursements) 19.3 16.6 2.7

Property (reimbursements) 87.4 72.7 14.7

General and administrative 44.0 40.8 3.2

Provisions for impairment 116.6 89.5 27.1

Merger, transaction, and other costs, net 0.3 94.1 (93.8)

Total expenses $ 1,144.9 $ 1,135.4 $ 9.5

Total revenue (1)

$ 1,293.1 $ 1,187.8

General and administrative expenses as a percentage of total revenue (1)

Property expenses (excluding reimbursements) as a percentage of total revenue (1)

(1) Excludes client reimbursements.

Depreciation and Amortization

Depreciation and amortization increased by $27.8 million for the three months ended March 31, 2025 as compared with the same period in 2024, primarily due to the Merger and the acquisitions of properties in 2024 and 2025, which were partially offset by property dispositions.

Interest Expense

The following is a summary of the components of our interest expense (in thousands):

Three months ended March 31,

2025 2024 Change

Interest on our revolving credit facility, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps

$ 266,611 $ 243,102 $ 23,509

Revolving credit facility commitment fees 1,328 1,343 (15)

Amortization of debt origination and deferred financing costs 5,920 5,819 101

Gain on interest rate swaps (1,905) (1,800) (105)

Amortization of net mortgage premiums and discounts 65 (122) 187

Amortization of net note premiums and discounts 652 (4,150) 4,802

Capital lease obligation 524 431 93

Interest capitalized (4,821) (4,009) (812)

Interest expense $ 268,374 $ 240,614 $ 27,760

Revolving credit facility, commercial paper, term loans, mortgages and senior unsecured notes and bonds

Average outstanding balances $ 27,183,230 $ 24,663,786 $ 2,519,444

Weighted average interest rates 3.94 % 4.03 %

Interest expense increased by $27.8 million, or 11.5% , for the three months ended March 31, 2025 as compared with the same period in 2024, primarily due to higher average borrowings and increased amortization of note premiums and discounts, partially offset by lower weighted average interest rates.

See notes to the accompanying consolidated financial statements for additional information regarding our indebtedness.

Property Expenses (excluding reimbursements)

Property expenses (excluding reimbursements) consist of costs associated with properties available for lease, non-net-leased properties and general portfolio expenses and include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections and legal fees.

Property expenses (excluding reimbursements) increased by $2.7 million for the three months ended March 31, 2025 as compared with the same period in 2024, primarily due to an increase in repairs and maintenance, and utilities on properties available for lease compared with the same period in 2024.

Property Expenses (reimbursements)

Property expenses (reimbursements) consist of property taxes and operating costs paid on behalf of our clients.

Property expenses (reimbursements) increased by $14.7 million for the three months ended March 31, 2025 as compared with the same period in 2024, primarily due to an increase in portfolio size, resulting in higher repairs and maintenance, property taxes, and insurance expenses paid on behalf of our clients.

General and Administrative Expenses

General and administrative expenses increased by $3.2 million for the three months ended March 31, 2025 as compared with the same period in 2024, primarily due to higher employee costs and professional fees as we continue to invest in our people and our platform.

Provisions for Impairment

The following table summarizes our provisions for impairment during the periods indicated below (in millions):

Three months ended March 31,

2025 2024 Change

Provisions for impairment of real estate $ 97.4 $ 88.2 $ 9.2

Provisions for credit losses 19.2 1.3 17.9

Provisions for impairment $ 116.6 $ 89.5 $ 27.1

Provisions for impairment increased by $27.1 million for the three months ended March 31, 2025, as compared with the same period in 2024, as a result of a $9.2 million increase in impairment of real estate and a $17.9 million increase in credit losses recognized on financing receivables under sale-leaseback transactions, both primarily attributable to deterioration in the creditworthiness of certain clients.

Merger, Transaction, and Other Costs, Net

Merger, transaction, and other costs, net decreased by $93.8 million for the three months ended March 31, 2025, as compared with the same period in 2024, primarily as a result of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger that was completed in January 2024.

Gain on Sales of Real Estate

The following summarizes our property dispositions (dollars in millions):

Three months ended March 31,

2025 2024 Change

Number of properties sold 55 46 9

Net sales proceeds $ 92.6 $ 95.6 $ (3.0)

Gain on sales of real estate $ 22.5 $ 16.6 $ 5.9

Foreign Currency And Derivative (Loss) Gain, Net

We borrow in the functional currencies of the countries in which we invest.

Net foreign currency gain and loss are primarily related to the remeasurement of intercompany debt from foreign subsidiaries and outstanding borrowings denominated in the local currencies we invest in.

Derivative gain and loss are primarily related to mark-to-market adjustments on derivatives that do not qualify for hedge accounting and settlement of designated derivatives reclassified from Accumulated Other Comprehensive Income ("AOCI").

Foreign currency and derivative (loss) gain, net was a $2.5 million loss for the three months ended March 31, 2025, compared to a $4.0 million gain for the same period in 2024, primarily due to the impact of foreign currency fluctuations, largely offset by derivative hedges.

Equity in Earnings (Losses) of Unconsolidated Entities

Equity in earnings of unconsolidated entities was $4.4 million for the three months ended March 31, 2025 as compared with $1.7 million in losses for the three months ended March 31, 2024, primarily attributable to higher earnings from our data center development joint venture, which commenced leasing in 2024.

Other Income, Net

Other income, net increased by $1.7 million for the three months ended March 31, 2025 as compared with the same period in 2024, primarily due to higher gains on insurance proceeds and other miscellaneous revenue.

Income taxes primarily consist of international income taxes accrued or paid by us and our subsidiaries, as well as state and local taxes.

The increase of $0.2 million in income taxes for the three months ended March 31, 2025 as compared with the same period in 2024 is primarily attributable to higher taxable income in Europe.

Preferred Stock Dividends

The decrease in preferred stock dividends of $2.6 million for the three months ended March 31, 2025 as compared with the same period in 2024 is due to the issuance of Realty Income Series A Preferred Stock during the three months ended March 31, 2024 in connection with the Merger.

In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding.

NON-GAAP FINANCIAL MEASURES

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate ("Adjusted EBITDA re ")

Nareit established an EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDA re ) it believed would provide investors with a consistent measure to help make investment decisions among REITs.

Our definition of “Adjusted EBITDA re ” is generally consistent with the Nareit definition, other than our adjustment to remove foreign currency and derivative gain and loss and merger, transaction, and other costs, net.

We define Adjusted EBITDA re , a non-GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) provisions for impairment, (v) merger, transaction, and other costs, net, (vi) gain on sales of real estate, (vii) foreign currency and derivative gain and loss, net, and (viii) our proportionate share of adjustments from unconsolidated entities.

Our Adjusted EBITDA re may not be comparable to Adjusted EBITDA re reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDA re differently than we do.

Management believes Adjusted EBITDA re to be a meaningful measure of a REIT’s performance because it provides a view of our operating performance, analyzes our ability to meet interest payment obligations before the effects of income tax, depreciation and amortization expense, provisions for impairment, gain on sales of real estate and other items, as defined above, that affect comparability, including the removal of non-recurring and non-cash items that industry observers believe are less relevant to evaluating the operating performance of a company.

In addition, EBITDA re is widely followed by industry analysts, lenders, investors, rating agencies, and others as a means of evaluating the operational cash generating capacity of a company prior to servicing debt obligations.

Management also believes the use of an annualized quarterly Adjusted EBITDA re metric, which we refer to as Annualized Adjusted EBITDA re , is meaningful because it represents our current earnings run rate for the period presented.

Annualized Adjusted EBITDA re and Annualized Pro Forma Adjusted EBITDA re , as defined below, are also used to determine the vesting of performance share awards granted to executive officers.

Annualized Adjusted EBITDA re should be considered along with, but not as an alternative to net income as a measure of our operating performance.

We define Annualized Pro Forma Adjusted EBITDA re as Annualized Adjusted EBITDA re , subject to certain adjustments to incorporate Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, and include transaction accounting adjustments in accordance with U.S.

GAAP, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable period.

Our calculation includes all adjustments consistent with the requirements to present Adjusted EBITDA re on a pro forma basis in accordance with Article 11 of Regulation S-X.

The Annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes.

We believe Annualized Pro Forma Adjusted EBITDA re is a useful non-GAAP supplemental measure, as it excludes investments that were no longer owned at the balance sheet date and includes the annualized rent from investments acquired during the quarter.

Management also uses our ratios of Net Debt/Annualized Adjusted EBITDA re, Net Debt/Annualized Pro Forma Adjusted EBITDA re, Net Debt and Preferred Stock/Annualized Adjusted EBITDA re, and Net Debt and Preferred Stock/Annualized Pro Forma Adjusted EBITDA re as measures of leverage in assessing our financial performance, which is calculated as net debt (which we define as total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents), divided by annualized quarterly Adjusted EBITDA re and annualized Pro Forma Adjusted EBITDA re , respectively.

The following is a reconciliation of net income (which we believe is the most comparable U.S.

GAAP measure) to Adjusted EBITDA re and Annualized Pro Forma EBITDA re calculations for the periods indicated below (dollars in thousands):

Three months ended March 31,

Net income $ 251,462 $ 133,899

Interest 268,374 240,614

Income taxes 15,657 15,502

Depreciation and amortization 608,935 581,064

Provisions for impairment 116,589 89,489

Merger, transaction, and other costs, net 279 94,104

Gain on sales of real estate (22,537) (16,574)

Foreign currency and derivative loss (gain), net 2,545 (4,046)

Proportionate share of adjustments from unconsolidated entities 19,488 15,236

Quarterly Adjusted EBITDA re

$ 1,260,792 $ 1,149,288

Annualized Adjusted EBITDA re (1)

$ 5,043,168 $ 4,597,152

Annualized Pro Forma Adjustments $ 78,683 $ 82,199

Annualized Pro Forma Adjusted EBITDA re

$ 5,121,851 $ 4,679,351

Total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts $ 27,296,346 $ 25,598,604

Proportionate share of unconsolidated entities debt, excluding deferred financing costs 659,190 659,190

Cash and cash equivalents (319,007) (680,159)

$ 27,636,529 $ 25,577,635

Preferred Stock — 167,394

Net Debt and Preferred Stock $ 27,636,529 $ 25,745,029

Net Debt/Annualized Adjusted EBITDA re

Net Debt/Annualized Pro Forma Adjusted EBITDA re

Net Debt and Preferred Stock/ Annualized Adjusted EBITDA re

Net Debt and Preferred Stock/ Annualized Pro Forma Adjusted EBITDA re

(1) We calculate Annualized Adjusted EBITDA re by multiplying the Quarterly Adjusted EBITDA re by four.

(2) Net Debt is total debt per our consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents.

As described above, the Annualized Pro Forma Adjustments, which include transaction accounting adjustments in accordance with U.S.

GAAP, consist of adjustments to incorporate the Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the period, consistent with the requirements of Article 11 of Regulation S-X.

The annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes.

The following table summarizes our Annualized Pro Forma Adjustments related to our Annualized Pro Forma Adjusted EBITDA re calculation for the periods indicated below (in thousands):

Three months ended March 31,

Annualized pro forma adjustments from investments acquired or stabilized $ 76,606 $ 83,152

Annualized pro forma adjustments from investments disposed 2,077 (953)

Annualized Pro Forma Adjustments $ 78,683 $ 82,199

FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS AND NORMALIZED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS

We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trusts' definition, as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets, and reduced by gain on property sales.

We define Normalized FFO, a non-GAAP financial measure, as FFO excluding merger, transaction, and other costs, net.

We define diluted FFO and diluted normalized FFO as FFO and normalized FFO adjusted for dilutive noncontrolling interests.

The following summarizes our FFO and Normalized FFO (in millions, except per share data):

Three months ended March 31,

2025 2024 % Change

FFO available to common stockholders

$ 937.7 $ 785.7 19.3 %

FFO per common share (1)

$ 1.05 $ 0.94 11.7 %

Normalized FFO available to common stockholders

$ 937.9 $ 879.8 6.6 %

Normalized FFO per common share (1)

$ 1.05 $ 1.05 0.0 %

(1) All per share amounts are presented on a diluted per common share basis.

The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S.

GAAP measure) to FFO and Normalized FFO.

Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (dollars in thousands, except per share amounts):

Three months ended March 31,

Net income available to common stockholders $ 249,815 $ 129,696

Depreciation and amortization 608,935 581,064

Depreciation of furniture, fixtures and equipment (538) (623)

Provisions for impairment of real estate 97,418 88,197

Gain on sales of real estate (22,537) (16,574)

Proportionate share of adjustments for unconsolidated entities 6,255 4,674

FFO adjustments allocable to noncontrolling interests (1,693) (751)

FFO available to common stockholders $ 937,655 $ 785,683

FFO allocable to dilutive noncontrolling interests 2,425 1,340

Diluted FFO $ 940,080 $ 787,023

FFO available to common stockholders $ 937,655 $ 785,683

Merger, transaction, and other costs, net 279 94,104

Normalized FFO available to common stockholders $ 937,934 $ 879,787

Normalized FFO allocable to dilutive noncontrolling interests 2,425 1,340

Diluted Normalized FFO $ 940,359 $ 881,127

FFO per common share, basic and diluted $ 1.05 $ 0.94

Normalized FFO per common share, basic and diluted $ 1.05 $ 1.05

Distributions paid to common stockholders $ 711,824 $ 636,499

FFO after distributions $ 225,831 $ 149,184

Normalized FFO after distributions $ 226,110 $ 243,288

Weighted average number of common shares used for FFO and Normalized FFO:

Basic 891,666 834,940

Diluted 895,033 837,037

We consider FFO and Normalized FFO to be appropriate supplemental measures of a REIT’s operating performance as they are based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO, and adds back merger, transaction, and other costs, net, for Normalized FFO.

The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time.

Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative.

ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS

We define AFFO, a non-GAAP measure, as FFO adjusted for unique revenue and expense items, which we believe are not as pertinent to the measurement of our ongoing operating performance.

We define diluted AFFO as AFFO adjusted for dilutive noncontrolling interests.

The following summarizes our AFFO (in millions, except per share data):

Three months ended March 31,

2025 2024 % Change

AFFO available to common stockholders

$ 949.7 $ 862.9 10.1 %

AFFO per common share (1)

$ 1.06 $ 1.03 2.9 %

(1) All per share amounts are presented on a diluted per common share basis.

We consider AFFO to be an appropriate supplemental measure of our performance.

Most companies in our industry use a similar measurement, but they may use the term “CAD” (for Cash Available for Distribution), “FAD” (for Funds Available for Distribution) or other terms.

Our AFFO calculations may not be comparable to AFFO, CAD or FAD reported by other companies, and other companies may interpret or define such terms differently than we do.

The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S.

GAAP measure) to Normalized FFO and AFFO.

Certain prior period amounts have been reclassified to conform to the current period presentation.

These reclassifications had no impact on previously reported AFFO.

Three months ended March 31,

Net income available to common stockholders $ 249,815 $ 129,696

Cumulative adjustments to calculate Normalized FFO (1)

688,119 750,091

Normalized FFO available to common stockholders 937,934 879,787

Debt-related non-cash items:

Amortization of net debt discounts and deferred financing costs 6,633 1,397

Amortization of acquired interest rate swap value (2)

Capital expenditures from operating properties:

Leasing costs and commissions (880) (927)

Recurring capital expenditures (19) —

Other non-cash items:

Non-cash change in allowance for credit losses (3)

Amortization of share-based compensation 5,899 9,252

Straight-line rent and expenses, net (43,812) (44,860)

Amortization of above and below-market leases, net 15,326 14,274

Deferred tax benefit (104) —

Proportionate share of adjustments for unconsolidated entities 37 920

Other adjustments (4)

5,820 (1,068)

AFFO available to common stockholders $ 949,716 $ 862,871

AFFO allocable to dilutive noncontrolling interests 2,401 1,359

Diluted AFFO $ 952,117 $ 864,230

AFFO per common share:

Basic $ 1.07 $ 1.03

Diluted $ 1.06 $ 1.03

Distributions paid to common stockholders $ 711,824 $ 636,499

AFFO after distributions $ 237,892 $ 226,372

Weighted average number of common shares used for AFFO:

Basic 891,666 834,940

Diluted 895,033 837,037

(1) See reconciling items for Normalized FFO presented under “Funds from Operations Available to Common Stockholders ("FFO") and Normalized Funds from Operations Available to Common Stockholders ("Normalized FFO")".

(2) Includes the amortization of the purchase price allocated to interest rate swaps acquired in the Merger.

(3) Credit losses primarily relate to the impairment of financing receivables.

(4) Includes non-cash foreign currency losses (gains) from remeasurement to USD, mark-to-market adjustments on investments and derivatives that are non-cash in nature, obligations related to financing lease liabilities, and adjustments allocable to noncontrolling interests.

We believe the non-GAAP financial measure AFFO provides useful information to investors because it is a widely accepted industry measure of the operating performance of real estate companies that is used by industry analysts and investors who look at and compare those companies.

In particular, AFFO provides an additional measure to compare the operating performance of different REITs without having to account for differing depreciation assumptions and other unique revenue and expense items which are not pertinent to measuring a particular company’s on-going operating performance.

Therefore, we believe that AFFO is an appropriate supplemental performance metric, and that the most appropriate U.S.

GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders.

Presentation of the information regarding FFO, Normalized FFO, and AFFO is intended to assist the reader in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, Normalized FFO, and AFFO in the same way,

so comparisons with other REITs may not be meaningful.

Furthermore, FFO, Normalized FFO, and AFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance.

FFO, Normalized FFO, and AFFO should not be considered as alternatives to reviewing our cash flows from operating, investing, and financing activities.

In addition, FFO, Normalized FFO, and AFFO should not be considered as measures of liquidity, our ability to make cash distributions, or our ability to pay interest payments.

PROPERTY PORTFOLIO INFORMATION

At March 31, 2025, most of the properties in our portfolio were leased under net lease agreements.

A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance.

In addition, clients of our properties typically pay rent increases based on:

(1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients' gross sales above a specified level.

We define total portfolio annualized base rent as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables, as of the balance sheet date, multiplied by 12, excluding percentage rent, interest income on loans and preferred equity investments, and including our pro rata share of such revenues from properties owned by unconsolidated joint ventures.

We believe total portfolio annualized base rent is a useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter.

Total portfolio annualized base rent has not been reduced to reflect reserves recorded as adjustments to U.S.

GAAP rental revenue in the periods presented.

Top 20 Industry Concentrations

We are engaged in a single business activity, which is the leasing of property to clients, generally on a net basis.

That business activity spans various geographic boundaries and includes property types and clients engaged in various industries.

Even though we have a single segment, we believe our investors continue to view diversification as a key component of our investment philosophy and so we believe it remains important to present certain information regarding our property portfolio classified according to the business of the respective clients, expressed as a percentage of our total portfolio annualized base rent:

Percentage of Total Portfolio Annualized Base Rent by Industry

March 31, 2025 December 31, 2024

Grocery 10.3% 10.1%

Convenience Stores 9.9 10.2

Dollar Stores 6.3 6.4

Home Improvement 6.3 6.0

Restaurants-Quick Service 4.9 4.9

Drug Stores 4.6 4.7

Automotive Service 4.5 4.5

Health and Fitness 4.3 4.3

Restaurants-Casual Dining 3.9 4.0

General Merchandise 3.4 3.2

Gaming 3.2 3.2

Home Furnishings 3.0 2.8

Health Care 2.7 2.7

Sporting Goods 2.3 2.3

Apparel Stores 2.3 2.2

Transportation Services 2.3 2.3

Wholesale Clubs 2.3 2.3

Theaters 2.1 2.1

Entertainment 1.8 1.8

Motor Vehicle Dealerships 1.8 1.8

Property Type Composition

The following table sets forth certain property type information regarding our property portfolio as of March 31, 2025 (dollars and square footage in thousands):

Property Type Number of

Square Feet (1)

Total Portfolio Annualized Base Rent Percentage of Total Portfolio Annualized Base Rent

Retail 14,989 216,321 $ 4,035,507 79.9 %

Industrial 568 116,239 729,690 14.4

Gaming 2 5,053 162,635 3.2

68 4,190 124,230 2.5

Total 15,627 341,803 $ 5,052,062 100.0 %

(1) Represents leasable building square footage and includes our portfolio of unconsolidated joint ventures based on ownership percentage.

Excludes 2,962 acres of leased land categorized as agriculture at March 31, 2025.

(2) "Other" primarily includes 14 properties classified as office with $35.9 million in annualized base rent, 27 properties classified as agriculture with $35.1 million in annualized base rent, 21 properties classified as country clubs with $25.1 million in annualized base rent, and three properties classified as data centers with $24.1 million in annualized base rent, as well as one land parcel under development.

Client Diversification

The following table sets forth the 20 largest clients in our property portfolio, expressed as a percentage of total portfolio annualized base rent, which does not give effect to deferred rent or interest earned on loans and preferred equity investments, at March 31, 2025:

Client Number of

Leases Percentage of Total Portfolio Annualized Base Rent (1)

7-Eleven 825 3.4 %

Dollar General 1,754 3.3

Walgreens 402 3.2

Dollar Tree / Family Dollar 1,364 3.0

EG Group Limited 414 2.1

Wynn Resorts 1 2.0

Life Time Fitness 38 1.9

(B&Q) Kingfisher 62 1.8

BJ's Wholesale Club 45 1.6

Sainsbury's 38 1.5

Tractor Supply 223 1.3

CVS Pharmacy 211 1.2

MGM (Bellagio) (2)

LA Fitness 65 1.2

Home Depot 40 1.1

AMC Theatres 39 1.0

Walmart / Sam's Club 62 1.0

Total 5,731 36.4 %

(1) Amounts for each client are calculated independently;

therefore, the individual percentages may not sum to the total.

(2) Represents our proportionate share of the annualized base rent of the unconsolidated joint venture.

Lease Expirations

The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio (excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized base rent as of March 31, 2025 (dollars and square footage in thousands):

Total Portfolio (1)

Leases Total Portfolio Annualized Base Rent Percentage of Total Portfolio Annualized Base Rent

Year Retail Non-Retail

2025 568 17 $ 124,524 2.5 %

2026 931 53 232,852 4.6

2027 1,621 50 364,541 7.2

2028 1,862 72 458,009 9.1

2029 1,855 49 445,231 8.8

2030 1,094 44 325,587 6.4

2031 697 54 327,021 6.5

2032 1,132 47 313,629 6.2

2033 956 27 279,233 5.5

2034 803 30 337,656 6.7

2035 607 23 187,671 3.7

2036 604 23 195,123 3.9

2037 553 23 159,990 3.2

2038 377 24 147,797 2.9

2039 545 7 156,415 3.1

2040-2143 1,983 125 996,783 19.7

Total 16,188 668 $ 5,052,062 100.0 %

(1) Leases on our multi-client properties are counted separately in the table above.

Geographic Diversification

The following table sets forth certain geographic information regarding our property portfolio as of March 31, 2025 (square footage in thousands):

Number of Properties

Percent Leased

Approximate Leasable Square Feet

Percentage of Total Portfolio Annualized Base Rent

Alabama 502 99 % 6,031 1.8 %

Alaska 16 100 623 0.2

Arizona 292 99 4,663 1.8

Arkansas 308 100 3,511 0.9

California 381 99 15,022 4.9

Colorado 204 100 3,938 1.4

Connecticut 59 98 2,664 0.6

Delaware 26 100 283 0.1

Florida 1,083 99 13,624 5.3

Georgia 714 99 11,601 3.5

Hawaii 22 100 48 0.1

Idaho 40 98 403 0.2

Illinois 603 98 14,119 4.2

Indiana 489 99 12,371 2.5

Iowa 124 99 4,356 0.8

Kansas 217 99 5,635 1.0

Kentucky 445 99 7,030 1.5

Louisiana 379 100 5,921 1.7

Maine 113 99 1,396 0.5

Maryland 101 98 4,423 1.2

Massachusetts 217 100 7,885 3.9

Michigan 580 98 8,609 2.6

Minnesota 290 100 5,686 1.7

Mississippi 345 99 5,438 1.1

Missouri 444 98 6,829 1.8

Montana 30 100 401 0.2

Nebraska 89 99 1,342 0.3

Nevada 82 99 4,646 1.9

New Hampshire 70 99 1,307 0.4

New Jersey 156 97 2,692 1.3

New Mexico 145 100 2,160 0.7

New York 377 100 6,839 2.8

North Carolina 488 99 10,155 2.6

North Dakota 26 100 597 0.2

Ohio 844 96 22,774 4.2

Oklahoma 400 97 5,713 1.5

Oregon 43 95 751 0.3

Pennsylvania 368 99 7,419 2.0

Rhode Island 34 100 344 0.2

South Carolina 393 99 6,196 1.8

South Dakota 39 100 603 0.2

Tennessee 578 100 9,846 2.5

Texas 1,880 97 35,689 9.9

Utah 57 100 2,619 0.6

Vermont 19 100 175 0.1

Virginia 422 98 9,212 2.6

Washington 85 99 1,899 0.7

West Virginia 110 100 1,099 0.4

Wisconsin 327 100 8,494 1.8

Wyoming 24 100 195 0.1

Puerto Rico 6 100 59 *

Virgin Islands 1 100 38 *

France 28 100 1,407 0.3

Germany 4 100 190 *

Ireland 19 100 1,946 0.5

Italy 37 100 2,566 0.7

Portugal 5 100 142 *

Spain 98 100 8,051 1.3

United Kingdom 349 100 32,133 12.6

Total/average 15,627 99 % 341,803 100.0 %

• *Less than 0.1%

IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

For information on the impact of new accounting standards on our consolidated financial statements, see note 1, Summary of Significant Accounting Policies , to our Consolidated Financial Statements.

CRITICAL ACCOUNTING POLICIES

Our consolidated financial statements have been prepared in accordance with U.S.

GAAP and are the basis for our discussion and analysis of financial condition and results of operations.

Preparing our consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements.

We believe that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition.

We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes.

However, actual results may differ from these estimates and assumptions.

There have been no material changes to the Critical Accounting Policies disclosed in our annual report on Form 10-K for the year ended December 31, 2024.

This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in note 1, Summary of Significant Accounting Policies and Procedures and New Accounting Standards, to our consolidated financial statements in our annual report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements