What changed in this filing

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Item 1. Financial Statements

2025-08-07 compared with 2025-05-06 · 576 added, 394 removed, 1354 unchanged (42% of the section changed)

3 unchanged sentences

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Real estate held for investment, at cost:

17 unchanged sentences

Other liabilities 925,292 923,128

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

Revolving credit facilities and commercial paper 1,472,185 1,130,201

Term loans, net 1,955,547 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, 903,062 and 891,511 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000 shares authorized, 914,285 and 891,511 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

$ 48,708,721 $ 47,451,068

9 unchanged sentences

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

Three months ended March 31,

Three months ended June 30,

Six months ended

2025 2024 2025 2024

Rental (including reimbursements) $ 1,338,188 $ 1,284,728 $ 2,651,245 $ 2,492,897

10 unchanged sentences

Foreign currency and derivative (loss) gain, net ( 4,388 ) 511 ( 6,933 ) 4,557

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

Equity in earnings of unconsolidated entities 3,269 2,029 7,626 353

Other income, net 7,369 6,108 14,536 11,554

7 unchanged sentences

Amounts available to common stockholders per common share:

Net income, basic and diluted $ 0.28 $ 0.16

Basic $ 0.22 $ 0.30 $ 0.50 $ 0.45

Diluted $ 0.22 $ 0.29 $ 0.50 $ 0.45

Weighted average common shares outstanding:

2 unchanged sentences

Net income available to common stockholders $ 196,919 $ 256,804 $ 446,734 $ 386,500

Other comprehensive income (loss):

Other comprehensive income:

Foreign currency translation adjustment 54,425 3,218 99,640 ( 14,818 )

Unrealized (loss) gain on derivatives, net ( 31,464 ) 7,324 ( 42,089 ) 16,246

Total other comprehensive income (loss) $ 34,590 $ ( 9,114 )

Total other comprehensive income $ 22,961 $ 10,542 $ 57,551 $ 1,428

Comprehensive income available to common stockholders $ 219,880 $ 267,346 $ 504,285 $ 387,928

3 unchanged sentences

(in thousands) (unaudited)

Three months ended March 31, 2025 and 2024

Three months ended June 30, 2025 and 2024

stock Preferred

6 unchanged sentences

interests Total

Balance, December 31, 2024

Balance, March 31, 2025

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

5 unchanged sentences

Share-based compensation, net — — 23 8,157 — — 8,157 — 8,157

Balance, June 30, 2025

— $ — 914,285 $ 48,708,721 $ ( 9,651,395 ) $ 95,780 $ 39,153,106 $ 210,229 $ 39,363,335

1 unchanged sentence

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

Net income — — — — 259,391 — 259,391 1,577 260,968

Other comprehensive income — — — — — 10,542 10,542 — 10,542

Distributions paid and payable — — — — ( 684,195 ) — ( 684,195 ) ( 2,430 ) ( 686,625 )

Share issuances, net of costs — — 57 2,796 — — 2,796 — 2,796

Contributions by noncontrolling interests — — — — — — — 1,067 1,067

Share-based compensation, net — — 35 7,232 — — 7,232 — 7,232

Balance, June 30, 2024

6,900 $ 167,394 870,848 $ 46,230,789 $ ( 7,724,318 ) $ 75,322 $ 38,581,793 $ 165,277 $ 38,747,070

Six months ended June 30, 2025 and 2024

stock Preferred

capital Shares of

capital Distributions

net income Accumulated

comprehensive income Total

stockholders’

equity Non-controlling

interests Total

Balance, December 31, 2024 — $ — 891,511 $ 47,451,068 $ ( 8,648,559 ) $ 38,229 $ 38,840,738 $ 210,948 $ 39,051,686

Net income — — — — 446,734 — 446,734 3,739 450,473

Other comprehensive income — — — — — 57,551 57,551 — 57,551

Distributions paid and payable — — — — ( 1,449,570 ) — ( 1,449,570 ) ( 5,987 ) ( 1,455,557 )

Share issuances, net of costs — — 22,488 1,252,937 — — 1,252,937 — 1,252,937

Contributions by noncontrolling interests — — — — — — — 1,529 1,529

Share-based compensation, net — — 286 4,716 — — 4,716 — 4,716

Balance, June 30, 2025

— $ — 914,285 $ 48,708,721 $ ( 9,651,395 ) $ 95,780 $ 39,153,106 $ 210,229 $ 39,363,335

Balance December 31, 2023 — $ — 752,460 $ 39,629,709 $ ( 6,762,136 ) $ 73,894 $ 32,941,467 $ 165,502 $ 33,106,969

Net income — — — — 391,675 — 391,675 3,192 394,867

Other comprehensive loss — — — — — ( 9,114 ) ( 9,114 ) — ( 9,114 )

Other comprehensive income — — — — — 1,428 1,428 — 1,428

Distributions paid and payable — — — — ( 1,353,857 ) — ( 1,353,857 ) ( 4,698 ) ( 1,358,555 )

3 unchanged sentences

Share-based compensation, net — — 360 7,987 — — 7,987 — 7,987

Balance, March 31, 2024

Balance, June 30, 2024

6,900 $ 167,394 870,848 $ 46,230,789 $ ( 7,724,318 ) $ 75,322 $ 38,581,793 $ 165,277 $ 38,747,070

3 unchanged sentences

(in thousands) (unaudited)

Three months ended March 31,

Six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

8 unchanged sentences

Foreign currency and unrealized derivative gain, net ( 46,060 ) ( 5,104 )

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

Non-cash interest expense 1,606 7,409

Gain on sales of real estate ( 61,103 ) ( 41,727 )

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

Equity in earnings of unconsolidated entities ( 7,626 ) ( 353 )

Distributions on common equity from unconsolidated entities 21,689 10,551

13 unchanged sentences

Insurance proceeds received 2,079 1,865

Non-refundable escrow deposits ( 100 ) —

Net cash acquired in merger — 93,683

3 unchanged sentences

Cash distributions to preferred stockholders — ( 5,175 )

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 )

Borrowings on revolving credit facilities and commercial paper programs 10,628,935 11,308,772

Payments on revolving credit facilities and commercial paper programs ( 10,464,748 ) ( 10,919,709 )

Principal payment on term loan ( 500,000 ) ( 250,000 )

7 unchanged sentences

Other items, including shares withheld upon vesting ( 9,507 ) ( 8,529 )

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

Net cash provided by (used in) financing activities 945,446 ( 543,560 )

Effect of exchange rate changes on cash and cash equivalents 22,980 ( 1,429 )

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

Net increase in cash, cash equivalents and restricted cash 346,230 180,936

Cash, cash equivalents and restricted cash, beginning of period 495,506 292,175

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2025

June 30, 2025

Summary of Significant Accounting Policies

1 unchanged sentence

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.

As of June 30, 2025, we owned or held interests in a diversified portfolio of 15,606 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and seven other countries in Europe, with approximately 346.3 million square feet of leasable space.

Basis of Presentation .

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In the statement of cash flows, cash flows denominated in foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period, depending on the nature of the cash flow items.

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

In the opinion of management, all adjustments (consisting only of 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 six months ended June 30, 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.

9 unchanged sentences

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

At June 30, 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 March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

Below is a summary of selected financial data of such consolidated VIEs, included on our consolidated balance sheets at June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

Net real estate

25 unchanged sentences

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.

We had $ 4.2 million and $ 3.5 million of net deferred tax liabilities as of June 30, 2025 and December 31, 2024, respectively, 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.

15 unchanged sentences

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.

We had $ 4.5 million of general allowance as of June 30, 2025.

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

1 unchanged sentence

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.

Interest income on loans receivable is recognized using a method that approximates the effective-interest method and is presented within 'Other' revenue in our consolidated statements of income and comprehensive income.

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.

12 unchanged sentences

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

Goodwill is not amortized, but is subject to impairment reviews annually, or more frequently if necessary.

Goodwill is qualitatively assessed to determine whether a quantitative impairment assessment is necessary.

Impairment is the condition that exists when the carrying amount of goodwill exceeds its implied fair value.

If the carrying value of the asset exceeds its estimated fair value, an impairment loss is recognized, and the asset is written down to its estimated fair value.

We perform our annual goodwill impairment assessment as of June 30.

During the six months ended June 30, 2025 and 2024, there were no impairments of goodwill.

Recent Accounting Standards Not Yet Adopted.

29 unchanged sentences

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.

In conjunction with the Merger, during the three and six months ended June 30, 2024 we incurred $ 2.8 million and $ 96.9 million of merger-related transaction costs, respectively, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger.

We incurred $ 0.1 million and $ 0.8 million of merger-related transaction costs during the three and six months ended June 30, 2025, respectively, primarily related to the resolution of certain contingencies which existed at the date of the Merger.

Merger-related transaction costs are presented in 'Merger, transaction, and other costs, net' in our consolidated statements of income and comprehensive income.

Unaudited Pro Forma Financial Information

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 following unaudited pro forma information presents a summary of our combined results of operations for the six months ended June 30, 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,

Six months ended

June 30, 2024

Total revenues $ 2,646.8

1 unchanged sentence

Basic and diluted earnings per share $ 0.58

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 .

Our consolidated results of operations for the three and six months ended June 30, 2024 include $ 206.8 million and $ 361.8 million of revenues, respectively, and $ 56.1 million and $ 63.0 million of net income, respectively, associated with the results of operations of Spirit from the closing of the Merger on January 23, 2024 to June 30, 2024.

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

Accounts receivable, net, consist of the following at:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Straight-line rent receivables, net $ 784,286 $ 694,844

2 unchanged sentences

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

In-place leases $ 7,539,751 $ 7,347,301

5 unchanged sentences

Other assets, net, consist of the following at:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Financing receivables, net $ 1,588,727 $ 1,609,044

2 unchanged sentences

Right of use asset - operating leases, net 613,803 619,350

Prepaid expenses 97,688 63,499

Value-added tax receivable 145,415 48,075

Prepaid expenses 89,089 63,499

Revolving credit facilities origination costs, net 30,945 7,331

Restricted escrow deposits 22,219 36,326

Interest receivable 19,534 16,071

Derivative assets and receivables - at fair value 18,620 47,165

Impounds related to mortgages payable 19,070 14,218

Restricted escrow deposits 15,617 36,326

Derivative assets and receivables - at fair value 14,328 47,165

Corporate assets, net 14,048 12,763

Investment in sales type lease 6,171 6,138

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

Non-refundable escrow deposits — 225

2 unchanged sentences

Accounts payable and accrued expenses consist of the following at:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Notes payable - interest payable $ 363,581 $ 261,605

1 unchanged sentence

Property taxes payable 86,284 92,440

Accrued property expenses 72,286 61,118

Accrued income taxes 71,437 84,884

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

Accrued property expenses 71,009 61,118

Value-added tax payable 47,973 26,829

Accrued costs on properties under development 37,834 59,602

Mortgages, term loans, and credit line - interest payable 2,250 4,584

2 unchanged sentences

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Below-market leases $ 2,150,028 $ 2,119,200

2 unchanged sentences

Other liabilities consist of the following at:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Lease liability - operating leases $ 443,182 $ 452,956

6 unchanged sentences

Acquisitions of Real Estate

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

Below is a summary of our acquisitions for the six months ended June 30, 2025 (unaudited):

Properties Leasable

13 unchanged sentences

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.

Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $ 3.5 million received as settlement credits as reimbursement of free rent period for the six months ended June 30, 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 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) Our clients occupying the new properties are 76.3 % retail and 23.7 % industrial based on net operating income.

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

Approximately 24 % of the net operating income generated from acquisitions during the six months ended June 30, 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 June 30, 2025, has been allocated as follows (in millions):

Acquisitions -

USD Acquisitions - Sterling Acquisitions -

Land $ 78.4 £ 178.3 € 85.7

5 unchanged sentences

( 12.3 ) ( 5.7 ) ( 23.1 )

Other liabilities (4)

Total $ 482.5 £ 544.0 € 685.0

(1) The weighted average amortization period for acquired lease intangible assets is 7.6 years.

(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.

(2) USD-denominated other assets consists entirely of $ 7.3 million of financing receivables allocated to sales-leaseback transactions.

Sterling-denominated other assets consists entirely of £ 63.3 million of right-of-use assets accounted for as finance leases.

Euro-denominated other assets consists of € 7.7 million of right-of-use assets under long-term ground leases and € 1.7 million of financing receivables allocated to sales-leaseback transactions.

(3) The weighted average amortization period for acquired lease intangible liabilities is 12.6 years.

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.

(4) Euro-denominated other liabilities consists entirely of € 0.2 million of lease liabilities under ground leases.

The properties acquired during the six months ended June 30, 2025 generated total revenue and net income of $ 33.6 million and $ 8.6 million, respectively.

Investments in Existing Properties

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.

During the six months ended June 30, 2025, we capitalized costs of $ 62.2 million on existing properties in our portfolio, consisting of $ 59.1 million for non-recurring building improvements, $ 2.9 million for re-leasing costs, and $ 0.2 million for recurring capital expenditures.

In comparison, during the six months ended June 30, 2024, we capitalized costs of $ 49.3 million on existing properties in our portfolio, consisting of $ 46.2 million for non-recurring building improvements, $ 3.1 million for re-leasing costs, and less than $ 0.1 million for recurring capital expenditures.

Properties with Existing Leases

1 unchanged sentence

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 three months ended March 31, 2025 and 2024 were $ 213.2 million and $ 211.5 million, respectively.

The amounts amortized to expense for all of our in-place leases for the six months ended June 30, 2025 and 2024 were $ 453.5 million and $ 434.2 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 three months ended March 31, 2025 and 2024 were $ 9.7 million and $ 9.1 million, respectively.

The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the six months ended June 30, 2025 and 2024 were $ 9.3 million and $ 19.1 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 March 31, 2025 (in thousands):

(decrease) to

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

Three months ended March 31,

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Number of properties 73 76 128 122

2 unchanged sentences

Investments in Unconsolidated Entities

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

The following is a summary of our investments in unconsolidated entities as of June 30, 2025 and December 31, 2024 (dollars in thousands):

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

Equity in earnings (losses) of unconsolidated entities

Three months ended March 31,

As of March 31, 2025

March 31, 2025

December 31, 2024

Equity in earnings of unconsolidated entities

Six months ended June 30,

As of June 30, 2025

June 30, 2025 December 31, 2024

Data Center Joint Venture 80.0 % 2 $ 295,332 $ 299,165 $ 6,547 $ 1,264

7 unchanged sentences

Total investment in unconsolidated entities $ 1,225,738 $ 1,229,699 $ 7,626 $ 353

(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.

(1) As of June 30, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $ 8.0 million.

This basis difference is primarily due to the capitalized interest related to the data center and passport park development joint ventures.

(2) During the six months ended June 30, 2025 and 2024, we recognized interest income of $ 26.1 million and $ 26.3 million, respectively, 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 June 30, 2025, all of which was non-recourse to us with limited customary exceptions.

(3) As of June 30, 2025, we hold a 95.0 % common equity interest in the joint venture with Trammell Crow Company ("TCC"), with $ 10.8 million in preferred equity.

We have committed to investing an additional $ 148.1 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.

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.

2 unchanged sentences

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

The following table presents information about our loans as of June 30, 2025 and December 31, 2024 (dollars in millions):

June 30, 2025

Maturity Interest

2 unchanged sentences

$ 880.4 $ 874.2 $ ( 11.7 ) $ 862.5

Mortgage Loan September 2038 8.37 %

Mortgage Loans (3)(4)

June 2028 - September 2038 7.50 % - 8.37 %

255.4 255.6 ( 0.1 ) 255.5

13 unchanged sentences

Total $ 848.2 $ 840.8 $ ( 12.3 ) $ 828.5

(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.

(1) As of June 30, 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 June 30, 2025 and December 31, 2024, the total carrying amount of the investment in loans excludes accrued interest of $ 17.4 million and $ 13.8 million, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets.

(3) In June 2025, we invested £ 121.5 million, equivalent to $ 166.6 million as of June 30, 2025, in a mortgage loan secured by an office property in London.

The interest-only loan bears a fixed interest rate of 7.50 % and matures in June 2030.

The loan includes additional funding commitments of £ 20.5 million over the next two years .

(4) In June 2025, we invested £ 40.3 million, equivalent to $ 55.3 million as of June 30, 2025, in a mortgage loan secured by a logistics property in the U.K.

The interest-only loan bears a fixed interest rate of 7.50 % and matures in June 2028, with one 12-month extension option available.

The loan includes additional funding commitments of £ 8.5 million over the next three years .

(5) In February 2025, we invested in a $ 200.0 million 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 %.

2 unchanged sentences

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):

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 June 30, 2025 and December 31, 2024 (dollars in millions):

Carrying Value as of

Maturity March 31, 2025 December 31, 2024

Maturity June 30, 2025 December 31, 2024

Financing receivables, net 2026 - 2048 $ 1,588.7 $ 1,609.0

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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):

The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable for the three and six months ended June 30, 2025 (in millions):

Loans Receivable Financing Receivable Total

Three months ended June 30, 2025

Allowance for credit losses at March 31, 2025

$ 14.1 $ 116.9 $ 131.0

Provisions for credit losses

( 0.1 ) 1.2 1.1

Write-offs (1)

— ( 31.1 ) ( 31.1 )

Foreign currency remeasurement 0.8 — 0.8

Allowance for credit losses at June 30, 2025

$ 14.8 $ 87.0 $ 101.8

Six months ended June 30, 2025

Allowance for credit losses at December 31, 2024

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1.4 18.9 20.3

Write-offs (1)

— ( 31.1 ) ( 31.1 )

Foreign currency remeasurement 1.1 — 1.1

Allowance for credit losses at March 31, 2025

Allowance for credit losses at June 30, 2025

$ 14.8 $ 87.0 $ 101.8

(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

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 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.

(1) For the three and six months ended June 30, 2025, write-offs were related to lease amendments made to facilitate a client's reorganization plan.

(2) For the six months ended June 30, 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 of certain clients.

Credit Facilities and Commercial Paper Programs

RI Credit Facilities

In April 2025, we entered into new $ 4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $ 4.25 billion unsecured revolving credit facility.

Our new revolving credit facilities include (a) a $ 2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $ 2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the “RI Credit Facilities”).

The RI Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option.

The RI Credit Facilities allow us to borrow (a) under the two-year revolving credit facility (i) in up to four currencies (including USD) under a $ 1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $ 500.0 million tranche thereunder, and (b) under the four-year revolving credit facility (i) in up to four currencies (including USD) under a $ 1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $ 500.0 million tranche thereunder.

The aggregate capacity of the RI Credit Facilities can be increased to up to $ 5.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments.

Under the RI Credit Facilities, our investment grade credit ratings as of June 30, 2025 provide for USD borrowings at Secured Overnight Financing Rate (“SOFR”) plus 0.725 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.850 % over SOFR, for British Pound Sterling (“GBP”) borrowings, at the SONIA, plus 0.725 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.850 % 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 0.850 % over one-month EURIBOR.

As of June 30, 2025, we had a borrowing capacity of $ 2.6 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $ 1.4 billion, including £ 987.0 million GBP and € 17.0 million EUR borrowings.

At December 31, 2024, under our previous revolving credit facility, we had an outstanding balance 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 RI Credit Facilities was 4.3 % during the six months ended June 30, 2025.

The weighted average interest rate on outstanding borrowings under our previous revolving credit facility was 5.7 % during the six months ended June 30, 2024.

At June 30, 2025, the weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 4.9 %.

As of June 30, 2025, origination costs of $ 23.8 million for RI Credit Facilities are included in 'Other assets, net', as compared to $ 7.3 million related to our previous revolving credit facility at December 31, 2024, on our consolidated balance sheets.

These costs are being amortized over the remaining term of our RI Credit Facilities.

Fund Credit Facilities

In connection with the closing of the RI Credit Facilities, our U.S.

Core Plus Fund (the "Fund") entered into a newly-established $ 1.38 billion unsecured credit facility, for which we are a guarantor, and which provides for (a) up to $ 1.0 billion unsecured revolving credit facility and (b) up to $ 380.0 million unsecured delayed draw term loan which is available to be drawn for twelve months after April 29, 2025 (the "Closing Date") (collectively, the “Fund Facilities”).

The revolving credit facility under the Fund Facilities matures in April 2029 and the delayed draw term loan under the Fund Facilities matures in April 2028.

The Fund Facilities also include two six-month extensions for each facility, which can be exercised at our option.

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

Borrowings under the Fund Facilities bear interest at SOFR plus 0.725 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.850 % over SOFR.

A commitment fee of 0.20 % is payable on undrawn delayed draw term loan commitments beginning 91 days after the Closing Date.

As of June 30, 2025, we had a borrowing capacity of $ 1.38 billion available on our Fund Facilities (subject to customary conditions to borrowing) and there have been no borrowings since inception.

As of June 30, 2025, origination costs of $ 7.1 million for the Fund Facilities are included in 'Other assets, net' on our consolidated balance sheets, and are being amortized over the remaining term of the facilities.

An additional $ 3.0 million was allocated to the delayed draw term loan arrangement and will not be amortized until the loan is drawn.

Commercial Paper Programs

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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).

in 2021 and unexchanged Spirit bonds, including borrowings under our revolving credit facilities, 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 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.

As of June 30, 2025, the balance of borrowings outstanding under our commercial paper programs was $ 98.6 million, entirely comprised of € 84.0 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 3.0 % and 4.5 % for the six months ended June 30, 2025 and 2024, respectively.

We use our revolving credit facilities 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 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.

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

Financial Covenants

Our credit facilities are subject to various leverage and interest coverage ratio limitations, and at June 30, 2025, we were in compliance with the covenants under our credit facilities.

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).

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Pursuant to the amended and restated term loan agreement, we borrowed $ 800.0 million in aggregate total borrowings, $ 300.0 million of which matures in August 2025 and $ 500.0 million of which matures in August 2027 (the “$ 800 million term loan agreement”).

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”).

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

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.

As of June 30, 2025, we had $ 1.2 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.

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.

Deferred financing costs were $ 1.1 million at June 30, 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 March 31, 2025, we were in compliance with the covenants contained in the term loans.

As of June 30, 2025, we were in compliance with the covenants contained in the term loans.

Mortgages Payable

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.

During the six months ended June 30, 2025, we made $ 43.8 million in principal payments, including the full repayment of three mortgages for $ 42.9 million.

No mortgages were assumed during the six months ended June 30, 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 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):

At June 30, 2025, we were in compliance with these covenants.

The following table summarizes our mortgages payable as of June 30, 2025 and December 31, 2024 (dollars in millions):

Properties (1)

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Financing Costs

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

June 30, 2025 14 4.9 % 5.9 % 2.3 $ 38.7 $ ( 0.3 ) $ 38.4

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

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

(1) At June 30, 2025, there were eight mortgages on 14 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):

At June 30, 2025 and December 31, 2024, all mortgages were at fixed interest rates.

The following table summarizes the maturity of mortgages payable as of June 30, 2025, excluding $ 0.3 million related to unamortized net discounts and deferred financing costs (dollars in millions):

Year of Maturity

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Notes Payable

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

At June 30, 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.

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

3.875 % Notes due 2025

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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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3.375 % Notes due 2031

June 20, 2031 € 650,000 763,287 —

5.750 % Notes due 2031 (1)

December 5, 2031 £ 300,000 411,423 375,570

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March 15, 2035 $ 250,000 250,000 250,000

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

June 30, 2025 December 31, 2024

5.125 % Notes due 2035

April 15, 2035 $ 600,000 600,000 —

3.875 % Notes due 2035

June 20, 2035 € 650,000 763,287 —

3.390 % Notes due 2037

June 30, 2037 £ 115,000 157,712 143,969

6.000 % Notes due 2039 (1)

December 5, 2039 £ 450,000 617,135 563,355

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$ 24,885,872 $ 22,657,592

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

(1) Interest paid annually.

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

(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):

The following table summarizes the maturity of our notes and bonds payable as of June 30, 2025, excluding unamortized net discounts, deferred financing costs (dollars in millions):

Year of Maturity Principal

2025 $ 1,050.0

Thereafter 14,952.6

Total $ 25,198.0

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.

As of June 30, 2025, the weighted average interest rate on our notes and bonds payable was 3.9 %, and the weighted average remaining years until maturity was 6.4 years.

Interest incurred on all of the notes and bonds was $ 229.4 million and $ 206.1 million for the three months ended June 30, 2025 and 2024, respectively, and $ 449.3 million and $ 406.6 million for the six months ended June 30, 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 March 31, 2025, we were in compliance with these covenants.

At June 30, 2025, we were in compliance with these covenants.

Note Issuances

During the six months ended June 30, 2025, we issued the following notes and bonds (in millions):

2025 Issuances Date of Issuance Maturity Date Principal amount Price of par value Effective yield to maturity

5.125 % Notes

April 2025 April 2035 $ 600.0

98.37 % 5.337 %

3.375 % Notes

June 2025 June 2031 € 650.0 99.57 % 3.456 %

3.875 % Notes

June 2025 June 2035 € 650.0 99.55 % 3.930 %

Note Repayment

During the six months ended June 30, 2025, we repaid $ 500.0 million of outstanding 3.875 % senior unsecured notes, plus accrued and unpaid interest, upon maturity.

Noncontrolling Interests

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):

As of June 30, 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 June 30, 2025 (in thousands):

Realty Income, L.P.

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Allocation of net income 3,439 300 3,739

Carrying value at March 31, 2025

Carrying value at June 30, 2025

$ 166,807 $ 43,422 $ 210,229

(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.

(1) 2,681,808 units were outstanding as of both June 30, 2025 and December 31, 2024.

At June 30, 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

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

The following tables present the carrying values and estimated fair values of financial instruments as of June 30, 2025 and December 31, 2024 (in millions):

June 30, 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, 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 fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, accounts payable, distributions payable, revolving credit facilities 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):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Carrying value

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$ 25,198.0 $ 24,205.7 $ 22,938.7 $ 21,593.5

(1) Excludes non-cash net premiums and discounts as well as deferred financing costs recorded on mortgages payable.

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 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.

(1) Excludes non-cash net premiums and discounts, and deferred financing costs.

The estimated fair values of our mortgage loan receivable, unsecured and other 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.

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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 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.

However, at June 30, 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 March 31,

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Carrying value prior to impairment $ 365.2 $ 281.9 $ 505.9 $ 443.9

total provisions for impairment of real estate ( 142.3 ) ( 87.2 ) ( 239.7 ) ( 175.4 )

( 97.4 ) ( 88.2 )

Carrying value after impairment $ 222.9 $ 194.7 $ 266.2 $ 268.5

(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.

Number of properties:

Classified as held for sale 58 24 61 26

Classified as held for investment 53 41 79 50

Sold 8 33 60 53

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.

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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 may be also designated as, and are effective as, net investment hedges.

Further, certain EUR-denominated bonds and borrowings under our revolving credit facilities 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 March 31, 2025, the total principal amount of foreign currency debt obligations designated as net investment hedges was $ 106.8 million.

As of June 30, 2025, the total principal amount of foreign currency debt obligations designated as net investment hedges was $ 211.5 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 March 31, 2025 and December 31, 2024 (dollars in millions):

The following table summarizes the terms and fair values of our derivative financial instruments at June 30, 2025 and December 31, 2024 (dollars in millions):

Derivative Type

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Fair Value - asset (liability)

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

Derivatives Designated as Hedging Instruments June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Interest rate swaps (4)

10 $ 2,180.0 $ 2,180.0 3.40 % Jun 2025 - Aug 2027 $ 15.0 $ 24.3

Interest rate swaptions (5)

3 250.0 — (6) Apr 2035 ( 0.3 ) —

8 $ 1,680.0 $ 2,180.0 3.32 % Aug 2025 - Aug 2027 $ 8.8 $ 24.3

Cross-currency swaps - Fair Value

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3 280.0 280.0 (6) Oct 2032 ( 70.6 ) ( 37.6 )

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

Foreign currency forwards

55 539.7 349.5 (7) Jul 2025 - Jul 2027 ( 26.3 ) 9.3

$ 2,819.7 $ 3,129.5 $ ( 168.1 ) $ ( 46.2 )

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Currency exchange swaps

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

8 $ 2,314.1 $ 1,725.3 (8) Jul 2025 - Sep 2025 $ ( 9.3 ) $ 11.8

$ 2,314.1 $ 1,725.3 $ ( 9.3 ) $ 11.8

Total of all Derivatives $ 5,133.8 $ 4,854.8 $ ( 177.4 ) $ ( 34.4 )

(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.

(1) This column represents the number of instruments outstanding as of June 30, 2025.

(2) Weighted average strike rate is calculated using the notional value as of June 30, 2025.

(3) This column represents maturity dates for instruments outstanding as of June 30, 2025.

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

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

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(7) Weighted average forward GBP-USD exchange rate of 1.31 .

(10) Weighted average exchange rates of 0.84 for EUR-GBP and 1.29 for GBP-USD.

(8) Weighted average exchange rates of 0.85 for EUR-GBP, 1.36 for GBP-USD, 3.84 for USD-Polish Zloty ("PLN"), and 4.31 for EUR-PLN.

We measure our derivatives at fair value and include the balances within 'Other assets, net' and 'Accounts payable and accrued expenses' on our consolidated balance sheets.

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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 March 31,

Three months ended

June 30, Six months ended

Derivatives in Cash Flow Hedging Relationships 2025 2024 2025 2024

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Interest rate swaptions (1)

( 1,597 ) ( 73 ) ( 2,003 ) 1,644

Total derivatives in cash flow hedging relationships $ ( 28,811 ) $ 1,893 $ ( 49,763 ) $ 12,956

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Total unrealized (loss) gain recorded in foreign currency translation adjustment $ ( 45,781 ) $ 6,748 $ ( 54,734 ) $ 11,621

(1) In March 2025, three swaption collars were executed and designated as cash flow hedges for the anticipated issuance of $ 600.0 million senior unsecured notes due 2035.

These instruments were settled in April 2025 at a loss of $ 0.9 million.

In May and June 2025, eight additional swaption collars were entered into and designated as cash flow hedges related to the planned offering of € 650.0 million senior unsecured notes due 2031 and € 650.0 million senior unsecured notes due 2035.

These instruments were also settled at a loss of $ 0.9 million.

Both losses were deferred in AOCI and will be recognized in interest expense over the terms of the respective notes.

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

Three months ended March 31,

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

Three months ended

June 30, Six months ended

Derivatives in Cash Flow Hedging Relationships Location of (Decrease) Recognized in Income

2025 2024 2025 2024

Interest rate swaps Interest $ 2,808 $ 8,588 $ 6,192 $ 17,520

Foreign currency forwards Foreign currency and derivative (loss) gain, net

( 7,040 ) 1,569 ( 5,722 ) 3,680

Interest rate swaptions Interest 81 73 185 ( 909 )

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Cross-currency swaps - Fair Value Foreign currency and derivative (loss) gain, net

$ ( 344 ) $ 538 $ ( 129 ) $ 999

Total derivatives in fair value hedging relationships $ ( 344 ) $ 538 $ ( 129 ) $ 999

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Cross-currency swaps - Net Investment (excluded component) Foreign currency and derivative (loss) gain, net

$ 160 $ 938 $ 812 $ 1,807

Total derivatives in net investment hedging relationships $ 160 $ 938 $ 812 $ 1,807

Net increase to net income

Net (decrease) increase to net income

$ ( 4,335 ) $ 11,706 $ 1,338 $ 23,097

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

Three months ended March 31,

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Realized foreign currency and derivative loss, net:

Loss on the settlement of undesignated derivatives $ ( 55,181 ) $ ( 5,119 ) $ ( 78,585 ) $ ( 20,384 )

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

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

(Loss) gain on the settlement of designated derivatives reclassified from AOCI ( 6,476 ) 3,045 ( 4,291 ) 6,486

Loss on the settlement of transactions with third parties ( 505 ) ( 9 ) ( 502 ) ( 15 )

Total realized foreign currency and derivative loss, net $ ( 62,162 ) $ ( 2,083 ) $ ( 83,378 ) $ ( 13,913 )

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

Unrealized foreign currency and derivative gain, net:

(Loss) gain on the change in fair value of undesignated derivatives $ ( 9,301 ) $ 3,408 $ ( 13,121 ) $ 5,546

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

Gain (loss) on remeasurement of certain assets and liabilities 67,075 ( 814 ) 89,566 12,924

Total unrealized foreign currency and derivative gain, net $ 57,774 $ 2,594 $ 76,445 $ 18,470

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Lessor Operating Leases

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

At June 30, 2025, we owned or held interests in 15,606 properties.

Of the 15,606 properties, 15,284 , or 97.9 %, are single-client properties, and the remaining are multi-client properties.

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

At June 30, 2025, 212 properties were available for lease or sale.

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

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.

At June 30, 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 June 30, 2025 and 2024 was $ 2.8 million and $ 2.4 million, respectively.

Percentage rent for the six months ended June 30, 2025 and 2024 was $ 8.6 million and $ 7.7 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:

Three months ended March 31,

Six months ended

January $ 0.2640 $ 0.2565

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March 0.2680 0.2565

April 0.2685 0.2570

May 0.2685 0.2570

June 0.2685 0.2625

$ 1.6015 $ 1.5460

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

At June 30, 2025, a distribution of $ 0.2690 per common share was payable and was paid in July 2025.

At-the-Market ("ATM") Program

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

As of June 30, 2025, we had 27.3 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 March 31,

Three months ended

June 30, Six months ended

2025 2024 2025 2024

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

11,150 — 22,381 9,604

Gross proceeds $ 628.7 $ — $ 1,260.7 $ 547.0

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Net proceeds $ 622.2 $ ( 0.2 ) $ 1,247.0 $ 543.3

(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.

(1) During the three and six months ended June 30, 2025, 17.5 million and 28.2 million shares were sold, respectively.

As of June 30, 2025, 7.6 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $ 56.81 per share.

We currently expect to fully settle forward sale agreements outstanding by September 30, 2025, representing $ 422.8 million in net proceeds, for which the weighted average forward price at June 30, 2025 was $ 55.92 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 March 31, 2025, we had 10.7 million shares remaining for future issuance under our DRSPP program.

At June 30, 2025, we had 10.6 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 March 31,

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Shares of common stock issued under the DRSPP program 50 57 107 115

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Common Stock Incentive Plan

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.

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 8.1 million and $ 7.3 million during the three months ended June 30, 2025 and 2024, respectively, and $ 14.0 million and $ 16.5 million during the six months ended June 30, 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.

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Restricted Stock and Restricted Stock Units

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 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.

During the six months ended June 30, 2025, we granted 277,437 shares of common stock under the 2021 Plan.

This included 29,056 total shares of restricted stock granted to the independent members of our Board of Directors, in connection with our annual awards in May 2025.

Restricted stock granted to employees vest over a service period not exceeding four years , while awards granted to directors vest over a period of up to three years based on each director's years of service, and subject to the director’s continued service through each applicable vesting date.

During the six months ended June 30, 2025, we also granted 42,122 restricted stock units, including 3,632 deferred restricted stock units granted to an independent member of our Board of Directors in connection with our annual awards in May 2025.

All employee related restricted stock units vest over a four-year service period, whereas those granted to our Board of Directors vest over a three-year service period.

As of June 30, 2025, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $ 28.1 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.

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Performance Shares

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

During the six months ended June 30, 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.

As of June 30, 2025, the remaining share-based compensation expense related to the performance shares totaled $ 30.1 million.

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

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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 March 31,

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Weighted average shares used for the basic net income per share computation 902,966 870,319 897,338 852,621

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

Three months ended March 31,

Six months ended

Supplemental disclosures:

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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):

March 31, 2025 March 31, 2024

June 30, 2025 June 30, 2024

Cash and cash equivalents shown in the consolidated balance sheets $ 800,447 $ 442,820

Restricted escrow deposits (1)

22,219 18,806

Impounds related to mortgages payable (1)

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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.

Our business is characterized as primarily 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.

Our chief operating decision maker ("CODM") is our 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.

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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

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Property expenses (excluding reimbursements) $ 20.0 $ 19.3 $ 39.3 $ 35.9

Cash G&A expenses (1)

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Geographic Information

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

Three months ended March 31,

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

Three months ended June 30,

Retail $ 858,362 $ 155,506 $ 47,225 $ 1,061,093 $ 858,714 $ 123,715 $ 35,617 $ 1,018,046

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Total revenue $ 1,410,378 $ 1,339,443

Six months ended June 30,

Retail $ 1,722,434 $ 293,670 $ 86,606 $ 2,102,710 $ 1,669,629 $ 240,521 $ 67,255 $ 1,977,405

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(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.

No individual client’s revenue represented more than 10% of our total revenue for each of the three and six months ended June 30, 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

June 30, 2025 December 31, 2024

Long-lived assets $ 42,688.2 $ 8,832.4 $ 2,600.1 $ 54,120.7 $ 43,186.5 $ 7,485.6 $ 1,617.7 $ 52,289.8

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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 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.

At June 30, 2025, we had $ 580.9 million of commitments under construction contracts related to development projects, which have estimated rental revenue commencement dates between July 2025 and May 2027.

In addition, at June 30, 2025, we had commitments of $ 89.7 million for tenant improvements, recurring capital expenditures, and non-recurring building improvements, and had accrued $ 4.0 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 June 30, 2025 .

Subsequent Events

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

In July 2025, we declared a dividend of $ 0.2690 per share to our common stockholders, which will be paid in August 2025.

ATM Forward Offerings

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.

As of August 6, 2025, ATM forward agreements for a total of 11.6 million shares remain unsettled with total expected net proceeds of approximately $ 654.3 million, of which 4.0 million shares were sold in July 2025.

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.

This Quarterly Report on Form 10-Q, including the documents incorporated by reference, contains 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 Securities Exchange Act of 1934, as amended (the "Exchange Act").

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);

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

our platform;

growth strategies, investment pipeline, 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;

operations and results;

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

statements made regarding our share repurchase program;

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.

and macroeconomic and other business trends, including interest rates and 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.

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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;

volatility and uncertainty in the credit and 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;

volatility and changes in domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to tax laws and rates);

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

epidemics or pandemics;

the loss of key personnel;

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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.

the anticipated benefits from mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other arrangements.

Additional factors that may cause risks and uncertainties include those risks described in "Item 1A, Risk Factors" in Part II of this Quarterly Report on Form 10-Q, for the quarter ended June 30, 2025.

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").

Past operating results and performance are provided for informational purposes and are not a guarantee of future results.

There can be no assurance that historical trends will continue.

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.

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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.

Founded in 1969, we serve our clients as a full-service real estate capital provider.

As of June 30, 2025, we have a portfolio of over 15,600 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and seven 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 661 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.

As of June 30, 2025, we owned or held interests in 15,606 properties, with approximately 346.3 million square feet of leasable space leased to 1,630 clients doing business in 91 separate industries.

Of the 15,606 properties in our portfolio as of June 30, 2025, 15,284, or 97.9%, were single-client properties, and the remaining were multi–client properties.

Our total portfolio of 15,606 properties as of June 30, 2025 had a weighted average remaining lease

term (excluding rights to extend a lease at the option of the client) of approximately 9.0 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 June 30, 2025 was $5.17 billion.

As of June 30, 2025, approximately 33.9% of our total portfolio annualized base rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies.

As of June 30, 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 June 30, 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 $80.6 million for the three months ended June 30, 2025 and 2024, respectively, and $174.8 million and $153.3 million for the six months ended June 30, 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.

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

As of July 2025, we have paid 111 consecutive quarterly dividend increases and increased the dividend 131 times since our listing on the New York Stock Exchange (“NYSE”) in 1994.

2025 Dividend increases

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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.

4th increase Jun 2025 Jul 2025 $ 0.2690 $ 0.0005

The dividends paid per share during the six months ended June 30, 2025 totaled $1.6015, as compared to $1.5460 during the six months ended June 30, 2024, an increase of $0.055, or 3.6%.

The monthly dividend of $0.2690 per share represents a current annualized dividend of $3.228 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 $57.61 on June 30, 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.

During the three months ended June 30, 2025, we invested $1.2 billion at an initial weighted average cash yield of 7.2%, including investments in 102 properties, properties under development or expansion, and loans.

During the six months ended June 30, 2025, we invested $2.5 billion at an initial weighted average cash yield of 7.3%, including investments in 176 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.

During the three months ended June 30, 2025, we sold 73 properties with total net proceeds received of $116.8 million.

During the six months ended June 30, 2025, we sold 128 properties with total net proceeds received of $209.4 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.

During the three months ended June 30, 2025, we raised $631.6 million of proceeds from the sale of common stock, at a weighted average price of $56.39 per share, primarily through proceeds from the sale of common stock

through our ATM program.

The ATM program issuances during the three months ended June 30, 2025 included 11.2 million shares issued pursuant to forward sale confirmations.

As of June 30, 2025, 7.6 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 closed on the recast and expansion of our multi-currency unsecured credit facilities totaling $5.38 billion, including a $1.38 billion unsecured facility for our private fund.

See note 7 , Credit Facilities and Commercial Paper Programs , to the consolidated financial statements for further details.

Note Issuances

In June 2025, we issued €650.0 of 3.375% senior unsecured notes due June 2031 (the “2031 notes”), and €650.0 of 3.875% senior unsecured notes due June 2035 (the “2035 notes”).

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.

See note 10 , Notes Payable , 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.

At June 30, 2025, we had 212 properties available for lease or sale out of 15,606 properties in our portfolio, which represents a 98.6% 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

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

Three months ended June 30, 2025

Properties available for lease at March 31, 2025

Lease expirations (1)

Re-leases to same client (293)

Re-leases to new client (17)

Vacant dispositions (64)

Properties available for lease at June 30, 2025

Six months ended June 30, 2025

Properties available for lease at December 31, 2024

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Vacant dispositions (113)

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.

Properties available for lease at June 30, 2025

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

During the three months ended June 30, 2025, the new annualized base rent on re-leased units was $96.8 million, as compared to the previous annual rent of $93.6 million on the same units, representing a rent recapture rate of 103.4% on the re-leased units.

During the six months ended June 30, 2025, the new annualized base rent on re-leased units was $143.1 million, as compared to the previous annual rent of $138.1 million on the same units, representing a rent recapture rate of 103.6% on the re-leased units.

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.

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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.

As of June 30, 2025, we had $5.1 billion of liquidity, which consists of cash and cash equivalents of $800.4 million, unsettled ATM forward equity of $422.8 million, and $3.9 billion of availability under our $5.38 billion revolving credit facilities, net of $1.4 billion of borrowing on the revolving credit facilities and after deducting $98.6 million in borrowings under our commercial paper programs.

We use our unsecured revolving credit facilities 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.

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• 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;

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

• Short-term loans;

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• 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.

In addition to these sources of liquidity, we are currently in discussions to raise third-party capital for an open-end fund or other vehicles.

If successful, these efforts would provide further capital to develop and acquire properties.

We may also make investments in other entities at our discretion in the future.

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.

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

Long-Term Liquidity Requirements

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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.

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 facilities, 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).

As of June 30, 2025, our total capitalization was $82.2 billion.

Total capitalization consisted of $52.8 billion of common equity (based on the June 30, 2025 closing price on the NYSE of $57.61 and assuming the conversion of 2.7 million common units of Realty Income, L.P.), and total outstanding borrowings of $29.3 billion on our revolving credit facilities, 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

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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.

During the six months ended June 30, 2025, we settled approximately 22.4 million shares of common stock previously sold pursuant to forward sale agreements through our ATM program for approximately $1.2 billion of net proceeds.

As of June 30, 2025, there were approximately 7.6 million shares of unsettled common stock subject to forward sale confirmations through our ATM program, representing approximately $422.8 million in expected net proceeds, which have been executed at a weighted average price of $55.92 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 June 30, 2025, we had 27.3 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.

At June 30, 2025, our total outstanding borrowings of revolving credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $28.7 billion, with a weighted average maturity of 5.8 years and a weighted average interest rate of 3.9%.

As of June 30, 2025, approximately 95% 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 six months ended June 30, 2025 below.

Term Loan Redemption

In June 2025, we repaid our $500.0 million unsecured term loan in full upon maturity, plus $2.3 million in accrued and unpaid interest.

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

During the six months ended June 30, 2025, we made $43.8 million in principal payments, including the full repayment of three mortgages for $42.9 million.

Note Issuances

In June 2025, we issued €650.0 million of 3.375% senior unsecured notes due June 2031 and €650.0 million of 3.875% senior unsecured notes due June 2035.

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

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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.

In April 2025, we entered into new $4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $4.25 billion unsecured revolving credit facility.

Our new revolving credit facilities consist of (a) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the “RI Credit Facilities”).

The RI Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option.

In connection with the closing of the RI Credit Facilities, our U.S.

Core Plus Fund (the "Fund") entered into a newly-established $1.38 billion unsecured credit facility, for which we are a guarantor, which provides for (a) an up to $1.0 billion unsecured revolving credit facility and (b) an up to $380.0 million unsecured delayed draw term loan which is available to be drawn for twelve months after April 29, 2025 (the "Closing Date") (collectively, the “Fund Facilities”).

The revolving credit facility under the Fund Facilities matures in April 2029 and the delayed draw term loan under the Fund Facilities matures in April 2028.

The Fund Facilities also include two six-month extensions for each facility, which can be exercised at our option.

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

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.

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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:

The actual amounts as of June 30, 2025, are:

Note Covenants

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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):

The following is our calculation of debt service and fixed charge coverage at June 30, 2025 (in thousands, for trailing twelve months):

Net income attributable to the Company

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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:

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

As of June 30, 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:

In addition, we were assigned the following ratings on our commercial paper at June 30, 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:

Based on our credit rating agency ratings as of June 30, 2025, interest rates under our credit facilities provide for USD borrowings at Secured Overnight Financing Rate (“SOFR”), plus 0.725% and a revolving credit facility fee of 0.125%, for all-in pricing of 0.850% over SOFR, for British Pound Sterling (“GBP”) borrowings, at Sterling Overnight Indexed Average (“SONIA”), plus 0.725% and a revolving credit facility fee of 0.125%, for all-in pricing of 0.850% 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 pricing of 0.850% over one-month EURIBOR.

Borrowings under the Fund Facilities bear interest at SOFR plus 0.725% and a revolving credit facility fee of 0.125%, for all-in pricing of 0.850% over SOFR.

A commitment fee of 0.20% is payable on undrawn delayed draw term loan commitments beginning 91 days after the Closing Date.

In addition, our credit facilities provide 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:

In addition, our credit facilities provide 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.

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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)

The following table summarizes the maturity of each of our obligations as of June 30, 2025 (in millions):

2025 2026 2027 2028 2029 Thereafter Total

RI Credit Facilities (1)

$ — $ — $ 1,271.3 $ — $ 102.2 $ — $ 1,373.5

Commercial Paper (2)

98.6 — — — — — 98.6

Unsecured Term Loans 300.0 1,156.7 500.0 — — — 1,956.7

Mortgages Payable 0.8 12.0 22.3 1.3 1.3 1.0 38.7

Senior Unsecured Notes and Bonds 550.0 2,375.0 2,391.3 2,499.8 2,429.3 14,952.6 25,198.0

622.1 994.2 867.7 744.6 700.1 3,431.3 7,360.0

Ground Leases Paid by the Company (4)

7.0 17.9 11.3 9.1 10.2 411.7 467.2

Ground Leases Paid by Our Clients (5)

16.1 32.6 30.7 27.7 25.3 337.3 469.7

Thereafter — — 1.0 12,490.0 2,960.7 407.8 336.5 12.0 16,208.0

304.6 271.5 71.4 9.3 2.7 15.1 674.6

Total $ 1,899.2 $ 4,859.9 $ 5,166.0 $ 3,291.8 $ 3,271.1 $ 19,149.0 $ 37,637.0

(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.

(1) The initial terms of the RI Credit Facilities expire in April 2027 and April 2029 and include, at our option, two six-month extensions.

The initial term of the revolving credit facility under the Fund Facilities expires in April 2029 and includes, at our option, two six-month extensions.

At June 30, 2025, there were $1.4 billion of outstanding borrowings under our RI Credit Facilities.

(2) At June 30, 2025, commercial paper programs outstanding were $98.6 million, maturing in July 2025.

(3) 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.

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(5) 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.

(6) “Other” consists of $580.9 million of commitments under construction contracts, $89.7 million for tenant improvements, recurring capital expenditures, and non-recurring building improvements, and $4.0 million for contingent purchase consideration obligations related to leasing activities from 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.

As of June 30, 2025, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million.

DIVIDEND POLICY

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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.

We distributed $1.602 per share to stockholders during the six months ended June 30, 2025, representing 75.9% of our diluted Adjusted Funds from Operations Available to Common Stockholders ("AFFO") per share of $2.11.

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.

In addition, our revolving credit facilities contain 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 facilities.

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.

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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.

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RESULTS OF OPERATIONS

The following is a comparison of our results of operations for the three months ended March 31, 2025 and 2024.

The following is a comparison of our results of operations for the three and six months ended June 30, 2025 and 2024.

Total Revenue

The following summarizes our total revenue (in millions):

Three months ended March 31,

2025 2024 Change

The following summarizes our total revenue (in thousands):

Three months ended

June 30, Six months ended

2025 2024 Change 2025 2024 Change

Rental (excluding reimbursements)

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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

The table below summarizes the increase in rental revenue (excluding reimbursements) in the three and six months ended June 30, 2025 and 2024 (dollars in thousands):

Three months ended

Number of Properties 2025 2024 Change

Properties acquired during 2025 & 2024

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N/A 8,956 15,867 (6,911)

Revenue from unconsolidated entities (6)

N/A (19,875) (16,838) (3,037)

Revenue attributable to noncontrolling interests (7)

N/A 1,817 1,796 21

Total $ 1,250,764 $ 1,204,160 $ 46,604

Six months ended

Number of Properties 2025 2024 Change

Properties acquired during 2025 & 2024

545 $ 132,370 $ 13,969 $ 118,401

Same store rental revenue (1)

14,622 2,333,674 2,305,213 28,461

Constant currency adjustment (2)

N/A (31,599) (26,113) (5,486)

Properties sold during and prior to 2025

436 1,321 29,843 (28,522)

Straight-line rent and other non-cash adjustments N/A (943) 10,492 (11,435)

Vacant rents, development and other (3)

439 68,241 64,939 3,302

Other excluded revenue (4)

N/A 9,990 16,060 (6,070)

Spirit rental revenue (5)

N/A — (47,047) 47,047

Revenue from unconsolidated entities (6)

N/A (40,243) (31,324) (8,919)

Revenue attributable to noncontrolling interests (7)

N/A 3,632 3,583 49

Total $ 2,476,443 $ 2,339,615 $ 136,828

(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.

(1) The same store rental revenue percentage increased by 1.1% and 1.2% for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively.

(2) For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of June 30, 2025.

(3) Relates to the aggregate of (i) rental revenue from 319 properties that were available for lease during part of 2025 or 2024 for the three and six months ended June 30, 2025, respectively and (ii) rental revenue for 120 properties under development or completed developments that do not meet our same store pool definition for the three and six months ended June 30, 2025, respectively.

(4) "Other excluded revenue" primarily consists of reimbursements related to lease termination fees and other settlement income.

(5) Amounts for the six months ended June 30, 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.

(6) Represents our pro-rata share of rental revenue from properties owned by unconsolidated joint ventures.

(7) Represents the portion of rental revenue attributable to noncontrolling interest based on their pro-rata ownership.

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;

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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.

Rent based on a percentage of our clients' gross sales, or percentage rent, was $2.8 million and $2.4 million for the three months ended June 30, 2025 and 2024, respectively.

Rent based on a percentage of our clients' gross sales, or percentage rent, was $8.6 million and $7.7 million for the six months ended June 30, 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.

At June 30, 2025, our portfolio of 15,606 properties was 98.6% leased with 212 properties available for lease or sale, as compared to 98.8% leased with 185 properties available for lease at June 30, 2024.

It has been our experience that approximately 1% to 4% of our property portfolio will be available for lease at any given time;

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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.

Contractually obligated reimbursements by our clients increased by $6.9 million and $21.5 million for the three and six months ended June 30, 2025 as compared to the same period in 2024, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio.

Other Revenue

The following summarizes our total other revenue (in millions):

Three months ended March 31,

2025 2024 Change

The following summarizes our total other revenue (in thousands):

Three months ended

June 30, Six months ended

2025 2024 Change 2025 2024 Change

Interest income on financing receivables $ 32,055 $ 29,910 $ 2,145 $ 64,343 $ 61,373 $ 2,970

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$ 72,190 $ 54,715 $ 17,475 $ 139,638 $ 107,031 $ 32,607

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

Total other revenue increased by $17.5 million and $32.6 million for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher interest income on loans due to growth in our loan portfolio.

The following summarizes our total expenses (in thousands):

Three months ended

June 30, Six months ended

2025 2024 Change 2025 2024 Change

Depreciation and amortization $ 647,849 $ 605,570 $ 42,279 $ 1,256,784 $ 1,186,634 $ 70,150

9 unchanged sentences

General and administrative expenses as a percentage of total revenue (1)

3.7 % 3.6 % 3.6 % 3.5 %

Property expenses (excluding reimbursements) as a percentage of total revenue (1)

1.5 % 1.5 % 1.5 % 1.5 %

(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.

Depreciation and amortization increased by $42.3 million and $70.2 million for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively, primarily due to 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

Three months ended

June 30, Six months ended

2025 2024 Change 2025 2024 Change

Interest on our revolving credit facilities, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps

$ 279,407 $ 250,129 $ 29,278 $ 546,018 $ 493,233 $ 52,785

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Interest expense $ 283,824 $ 246,931 $ 36,893 $ 552,198 $ 487,545 $ 64,653

Revolving credit facility, commercial paper, term loans, mortgages and senior unsecured notes and bonds

Revolving credit facilities, commercial paper, term loans, mortgages and senior unsecured notes and bonds

Average outstanding balances $ 28,813,067 $ 25,445,195 $ 3,367,872 $ 28,264,598 $ 25,048,044 $ 3,216,554

Weighted average interest rates 3.88 % 4.02 % 3.87 % 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.

Interest expense increased by $36.9 million, or 14.9%, and $64.7 million, or 13.3%, for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively, 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.

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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 (excluding reimbursements) increased by $0.7 million and $3.4 million for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively, primarily due to an increase in properties available for lease compared to the same periods 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.

Property expenses (reimbursements) increased by $6.9 million and $21.5 million for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively, primarily due to an increase in portfolio size, resulting in higher 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.

General and administrative expenses increased by $4.3 million and $7.5 million for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively, 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

The following table summarizes our provisions for impairment during the periods indicated below (in thousands):

Three months ended

June 30, Six months ended

2025 2024 Change 2025 2024 Change

Provisions for impairment of real estate $ 142,254 $ 87,204 $ 55,050 $ 239,672 $ 175,401 $ 64,271

1 unchanged sentence

Provisions for impairment $ 143,363 $ 96,458 $ 46,905 $ 259,952 $ 185,947 $ 74,005

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.

Provisions for impairment increased by $46.9 million and $74.0 million for the three and six months ended June 30, 2025, as compared to the same periods in 2024, respectively.

The increase was primarily driven by higher real estate impairment charges related to properties leased to clients in bankruptcy or experiencing financial distress as well as properties that were sold or are more likely than not to be sold in the next twelve months.

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.

Merger, transaction, and other costs, net decreased by $2.4 million and $96.2 million for the three and six months ended June 30, 2025, as compared to the same periods in 2024, respectively, primarily due to completion of the Merger 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

The following summarizes our property dispositions (dollars in thousands):

Three months ended

June 30, Six months ended

2025 2024 Change 2025 2024 Change

Number of properties sold 73 76 (3) 128 122 6

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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.

Foreign currency and derivative (loss) gain, net was a loss of $4.4 million and $6.9 million for the three and six months ended June 30, 2025, compared to a gain of $0.5 million and $4.6 million for the same periods in 2024, respectively, primarily due to the impact of foreign currency fluctuations, largely offset by derivative hedges.

Equity in Earnings of Unconsolidated Entities

Equity in earnings of unconsolidated entities was $3.3 million and $7.6 million for the three and six months ended June 30, 2025 as compared to $2.0 million and $0.4 million for the same periods in 2024, respectively, primarily attributable to an increase in earnings in 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.

Other income, net increased by $1.3 million and $3.0 million for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher bank interest income and 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.

The increase of $8.4 million and $8.6 million in income taxes for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively, is primarily attributable to higher taxable income in the U.K.

and Europe and higher state franchise taxes.

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.

The decrease in preferred stock dividends of $2.6 million and $5.2 million for the three and six months ended June 30, 2025 as compared to the same periods in 2024, respectively, is due to the issuance of Realty Income Series A Preferred Stock during the six months ended June 30, 2024 in connection with the Merger.

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

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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,

Three months ended

Net income $ 199,011 $ 260,968

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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.

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 periods, 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,

Three months ended

Annualized pro forma adjustments from investments acquired or stabilized $ 61,709 $ 39,329

6 unchanged sentences

The following summarizes our FFO and Normalized FFO (in millions, except per share data):

Three months ended March 31,

2025 2024 % Change

Three months ended

June 30, Six months ended

2025 2024 % Change 2025 2024 % Change

FFO available to common stockholders

7 unchanged sentences

(1) All per share amounts are presented on a diluted per common share basis.

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.

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,

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Net income available to common stockholders $ 196,919 $ 256,804 $ 446,734 $ 386,500

21 unchanged sentences

Diluted 906,398 872,520 900,797 854,806

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

2 unchanged sentences

The following summarizes our AFFO (in millions, except per share data):

Three months ended March 31,

2025 2024 % Change

Three months ended

June 30, Six months ended

2025 2024 % Change 2025 2024 % Change

AFFO available to common stockholders

6 unchanged sentences

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.

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.

The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S.

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These reclassifications had no impact on previously reported AFFO.

Three months ended March 31,

Three months ended

June 30, Six months ended

2025 2024 2025 2024

Net income available to common stockholders $ 196,919 $ 256,804 $ 446,734 $ 386,500

5 unchanged sentences

Amortization of acquired interest rate swap value (2)

3,555 3,710 7,266 6,514

Capital expenditures from operating properties:

3 unchanged sentences

Non-cash change in allowance for credit losses (3)

1,109 9,254 20,280 10,546

Amortization of share-based compensation 8,110 7,267 14,009 16,519

1 unchanged sentence

Amortization of above and below-market leases, net 6,287 13,806 21,613 28,080

Deferred tax benefit (104) —

Deferred tax expense 413 — 309 —

Proportionate share of adjustments for unconsolidated entities (1,678) (538) (1,641) 382

4 unchanged sentences

Diluted AFFO $ 949,892 $ 922,661 $ 1,902,009 $ 1,786,891

AFFO per common share:

Basic $ 1.07 $ 1.03

Diluted $ 1.06 $ 1.03

AFFO per common share, basic and diluted $ 1.05 $ 1.06 $ 2.11 $ 2.09

Distributions paid to common stockholders $ 727,450 $ 676,215 $ 1,439,274 $ 1,312,714

3 unchanged sentences

Diluted 906,398 872,520 900,797 854,806

(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")".

(1) See reconciling items for Normalized FFO presented under “Funds from Operations Available to Common Stockholders and Normalized Funds from Operations Available to Common Stockholders".

(2) Includes the amortization of the purchase price allocated to interest rate swaps acquired in the Merger.

1 unchanged sentence

(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.

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.

so comparisons with other REITs may not be meaningful.

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.

At June 30, 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.

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Percentage of Total Portfolio Annualized Base Rent by Industry

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Grocery 10.7% 10.1%

Convenience Stores 9.8 10.2

Dollar Stores 6.3 6.4

Home Improvement 6.4 6.0

Dollar Stores 6.2 6.4

Restaurants-Quick Service 4.9 4.9

Drug Stores 4.6 4.7

Automotive Service 4.5 4.5

Health and Fitness 4.4 4.3

Automotive Service 4.3 4.5

Restaurants-Casual Dining 3.8 4.0

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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):

The following table sets forth certain property type information regarding our property portfolio as of June 30, 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

Annualized Base Rent Percentage of Annualized Base Rent

Retail 14,967 217,102 $ 4,129,062 79.9 %

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(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.

Excludes 2,962 acres of leased land categorized as agriculture at June 30, 2025.

(2) "Other" primarily includes 27 properties classified as agriculture with $35.1 million in annualized base rent, 14 properties classified as office with $32.8 million in annualized base rent, 21 properties classified as country clubs with $25.9 million in annualized base rent, and three properties classified as data centers with $24.5 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)

Leases Percentage of Portfolio Annualized Base Rent (1)

7-Eleven 825 3.4 %

2 unchanged sentences

Dollar Tree / Family Dollar (2)

EG Group Limited 414 2.1

Wynn Resorts 1 2.0

Life Time Fitness 41 2.1

EG Group 414 2.1

Wynn Resorts 1 2.0

(B&Q) Kingfisher 67 2.0

BJ's Wholesale Club 45 1.6

Sainsbury's 39 1.6

BJ's Wholesale Club 45 1.5

Tractor Supply 227 1.3

8 unchanged sentences

therefore, the individual percentages may not sum to the total.

(2) Subsequent to June 30, 2025, Dollar Tree's sale of Family Dollar was completed.

(3) 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):

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 June 30, 2025 (dollars and square footage in thousands):

Total Portfolio (1)

Leases Total Portfolio Annualized Base Rent Percentage of Total Portfolio Annualized Base Rent

Leases Annualized Base Rent Percentage of Annualized Base Rent

Year Retail Non-Retail

18 unchanged sentences

Geographic Diversification

The following table sets forth certain geographic information regarding our property portfolio as of March 31, 2025 (square footage in thousands):

The following table sets forth certain geographic information regarding our property portfolio as of June 30, 2025 (square footage in thousands):

Number of Properties

1 unchanged sentence

Approximate Leasable Square Feet

Percentage of Total Portfolio Annualized Base Rent

Percentage of Annualized Base Rent

Alabama 501 99 % 6,031 1.7 %

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Italy 42 100 2,708 0.8

Poland 3 100 3,551 0.5

Portugal 5 100 142 *

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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