REALTY INCOME CORP 10-Q

Item 1: Financial Statements REALTY INCOME CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited) June 30, 2025 December 31, 2024 ASSETS Real estate held for investment, at cost: Land $ 18,047,444 $ 17,320,520 Buildings and improvements 42,694,467 40,974,535 Total real estate held for investment, at cost 60,741,911 58,295,055 Less accumulated depreciation and amortization ( 8,143,997 ) ( 7,381,083 ) Real estate held for investment, net 52,597,914 50,913,972 Real estate and lease intangibles held for sale, net 117,196 94,979 Cash and cash equivalents 800,447 444,962 Accounts receivable, net 962,052 877,668 Lease intangible assets, net 6,034,146 6,322,992 Goodwill 4,932,199 4,932,199 Investment in unconsolidated entities 1,225,738 1,229,699 Other assets, net 4,754,381 4,018,568 Total assets $ 71,424,073 $ 68,835,039 LIABILITIES AND EQUITY Distributions payable $ 248,345 $ 238,045 Accounts payable and accrued expenses 954,079 759,416 Lease intangible liabilities, net 1,580,991 1,635,770 Other liabilities 925,292 923,128 Revolving credit facilities and commercial paper 1,472,185 1,130,201 Term loans, net 1,955,547 2,358,417 Mortgages payable, net 38,427 80,784 Notes payable, net 24,885,872 22,657,592 Total liabilities $ 32,060,738 $ 29,783,353 Commitments and contingencies (Note 20) Stockholders’ equity: 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 Distributions in excess of net income ( 9,651,395 ) ( 8,648,559 ) Accumulated other comprehensive income 95,780 38,229 Total stockholders’ equity $ 39,153,106 $ 38,840,738 Noncontrolling interests 210,229 210,948 Total equity $ 39,363,335 $ 39,051,686 Total liabilities and equity $ 71,424,073 $ 68,835,039 The accompanying notes to consolidated financial statements are an integral part of these statements. -2- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands, except per share amounts) (unaudited) Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 REVENUE Rental (including reimbursements) $ 1,338,188 $ 1,284,728 $ 2,651,245 $ 2,492,897 Other 72,190 54,715 139,638 107,031 Total revenue 1,410,378 1,339,443 2,790,883 2,599,928 EXPENSES Depreciation and amortization 647,849 605,570 1,256,784 1,186,634 Interest 283,824 246,931 552,198 487,545 Property (including reimbursements) 107,422 99,851 214,103 189,212 General and administrative 49,329 45,070 93,373 85,912 Provisions for impairment 143,363 96,458 259,952 185,947 Merger, transaction, and other costs, net 331 2,754 610 96,858 Total expenses 1,232,118 1,096,634 2,377,020 2,232,108 Gain on sales of real estate 38,566 25,153 61,103 41,727 Foreign currency and derivative (loss) gain, net ( 4,388 ) 511 ( 6,933 ) 4,557 Equity in earnings of unconsolidated entities 3,269 2,029 7,626 353 Other income, net 7,369 6,108 14,536 11,554 Income before income taxes 223,076 276,610 490,195 426,011 Income taxes ( 24,065 ) ( 15,642 ) ( 39,722 ) ( 31,144 ) Net income 199,011 260,968 450,473 394,867 Net income attributable to noncontrolling interests ( 2,092 ) ( 1,577 ) ( 3,739 ) ( 3,192 ) Net income attributable to the Company 196,919 259,391 446,734 391,675 Preferred stock dividends — ( 2,587 ) — ( 5,175 ) Net income available to common stockholders $ 196,919 $ 256,804 $ 446,734 $ 386,500 Amounts available to common stockholders per common share: Basic $ 0.22 $ 0.30 $ 0.50 $ 0.45 Diluted $ 0.22 $ 0.29 $ 0.50 $ 0.45 Weighted average common shares outstanding: Basic 902,966 870,319 897,338 852,621 Diluted 903,716 870,725 898,115 853,011 Net income available to common stockholders $ 196,919 $ 256,804 $ 446,734 $ 386,500 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 $ 22,961 $ 10,542 $ 57,551 $ 1,428 Comprehensive income available to common stockholders $ 219,880 $ 267,346 $ 504,285 $ 387,928 The accompanying notes to consolidated financial statements are an integral part of these statements. -3- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (in thousands) (unaudited) Three months ended June 30, 2025 and 2024 Shares of preferred stock Preferred stock and paid in capital Shares of common stock Common stock and paid in capital Distributions in excess of net income Accumulated other comprehensive income Total stockholders’ equity Non-controlling interests Total equity Balance, March 31, 2025 — $ — 903,062 $ 48,075,527 $ ( 9,117,085 ) $ 72,819 $ 39,031,261 $ 210,926 $ 39,242,187 Net income — — — — 196,919 — 196,919 2,092 199,011 Other comprehensive income — — — — — 22,961 22,961 — 22,961 Distributions paid and payable — — — — ( 731,229 ) — ( 731,229 ) ( 2,976 ) ( 734,205 ) Share issuances, net of costs — — 11,200 625,037 — — 625,037 — 625,037 Contributions by noncontrolling interests — — — — — — — 187 187 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 Balance, March 31, 2024 6,900 $ 167,394 870,756 $ 46,220,761 $ ( 7,299,514 ) $ 64,780 $ 38,986,027 $ 165,063 $ 39,151,090 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 Shares of preferred stock Preferred stock and paid in capital Shares of common stock Common stock and paid in capital Distributions in excess of net income Accumulated other comprehensive income Total stockholders’ equity Non-controlling interests Total equity 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 income — — — — — 1,428 1,428 — 1,428 Distributions paid and payable — — — — ( 1,353,857 ) — ( 1,353,857 ) ( 4,698 ) ( 1,358,555 ) Share issuances, net of costs — — 9,720 549,452 — — 549,452 — 549,452 Shares issued with merger 6,900 167,394 108,308 6,043,641 — — 6,043,641 — 6,043,641 Contributions by noncontrolling interests — — — — — — — 1,281 1,281 Share-based compensation, net — — 360 7,987 — — 7,987 — 7,987 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 The accompanying notes to consolidated financial statements are an integral part of these statements. -4- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Six months ended June 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 450,473 $ 394,867 Adjustments to net income: Depreciation and amortization 1,256,784 1,186,634 Amortization of share-based compensation 14,009 41,270 Non-cash revenue adjustments ( 52,425 ) ( 64,367 ) Amortization of net discounts (premiums) on mortgages payable 137 ( 69 ) Amortization of net discounts (premiums) on notes payable 1,561 ( 4,125 ) Amortization of deferred financing costs 13,082 11,693 Foreign currency and unrealized derivative gain, net ( 46,060 ) ( 5,104 ) Non-cash interest expense 1,606 7,409 Gain on sales of real estate ( 61,103 ) ( 41,727 ) Equity in earnings of unconsolidated entities ( 7,626 ) ( 353 ) Distributions on common equity from unconsolidated entities 21,689 10,551 Provisions for impairment 259,952 185,947 Deferred income taxes 309 — Change in assets and liabilities Accounts receivable and other assets ( 57,102 ) 25,139 Accounts payable, accrued expenses and other liabilities 52,899 12,080 Net cash provided by operating activities 1,848,185 1,759,845 CASH FLOWS FROM INVESTING ACTIVITIES Investment in real estate ( 2,214,524 ) ( 892,956 ) Improvements to real estate, including leasing costs ( 49,176 ) ( 51,644 ) Investment in unconsolidated entities ( 9,819 ) ( 51,856 ) Investment in loans ( 423,157 ) ( 377,490 ) Proceeds from sales of real estate 209,414 201,904 Proceeds from note receivable 14,802 42,574 Insurance proceeds received 2,079 1,865 Net cash acquired in merger — 93,683 Net cash used in investing activities ( 2,470,381 ) ( 1,033,920 ) CASH FLOWS FROM FINANCING ACTIVITIES Cash distributions to common stockholders ( 1,439,274 ) ( 1,312,714 ) Cash distributions to preferred stockholders — ( 5,175 ) 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 ) Proceeds from notes payable issued 2,091,750 1,250,000 Principal payment on notes payable ( 500,000 ) ( 499,999 ) Principal payments on mortgages payable ( 43,788 ) ( 622,357 ) Proceeds from common stock offerings, net 1,247,019 543,283 Proceeds from dividend reinvestment and stock purchase plan 5,917 6,169 Distributions to noncontrolling interests ( 5,976 ) ( 4,698 ) Debt issuance costs ( 64,882 ) ( 28,603 ) Other items, including shares withheld upon vesting ( 9,507 ) ( 8,529 ) 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 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 Cash, cash equivalents and restricted cash, end of period $ 841,736 $ 473,111 For supplemental disclosures, see note 18 , S upplemental Disclosures of Cash Flow Information . The accompanying notes to consolidated financial statements are an integral part of these statements. -5- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2025 (unaudited) 1. Summary of Significant Accounting Policies Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P 500 company founded in 1969. Our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”. 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 . These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Intercompany accounts and transactions are eliminated in consolidation. The U.S. dollar ("USD") is our reporting currency. Unless otherwise indicated, all dollar amounts are expressed in USD. For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into USD at the time we consolidate those subsidiaries’ financial statements. Generally, assets and liabilities are translated at the exchange rate in effect at the balance sheet date. The resulting translation adjustments are included in 'Accumulated other comprehensive income' ("AOCI") on our consolidated balance sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income statement accounts are translated using the average exchange rate for the period. We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in our functional currency. When the debt is remeasured to the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of income and comprehensive income. 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 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. Principles of Consolidation. These consolidated financial statements include the accounts of Realty Income and all other entities in which we have a controlling financial interest. We evaluate whether we have a controlling financial interest in an entity in accordance with Accounting Standards Codification ("ASC") 810, Consolidation. Voting interest entities ("VOEs") are entities considered to have sufficient equity at risk and which the equity holders have the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have a controlling financial interest, which we typically have through holding of a majority of the entity’s voting equity interests. Variable interest entities ("VIEs") are entities that lack sufficient equity at risk or where the equity holders either do not have the obligation to absorb losses, do not have the right to receive residual returns, do not have the right to make decisions about the entity’s activities, or some combination of the above. A controlling financial interest in a VIE is present when an entity has a variable interest, or a combination of variable interests, that provides the entity with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. An entity that meets both conditions above is deemed the primary beneficiary and consolidates the VIE. We reassess our initial evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances. -6- Table of Contents 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 June 30, 2025 and December 31, 2024 (in thousands): June 30, 2025 December 31, 2024 Net real estate $ 3,057,829 $ 2,882,135 Total assets $ 3,615,959 $ 3,461,843 Total liabilities $ 133,865 $ 131,096 The portion of a consolidated entity not owned by us is recorded as a noncontrolling interest. Noncontrolling interests are reflected on our consolidated balance sheets as a component of equity. Noncontrolling interests that were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of the date of the transaction (see note 11, Noncontrolling Interests ). Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes. We have elected to be taxed as a real estate investment trust ("REIT"), under the Internal Revenue Code of 1986, as amended. We believe we have qualified and continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income. Assuming our dividends equal or exceed our taxable net income in the U.S., we generally will not be required to pay U.S. income taxes on such income. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements, except for federal income taxes of our taxable REIT subsidiaries ("TRS"). A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. Our use of TRS entities enables us to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. We are liable for taxes in our applicable international territories and have made the appropriate provisions in those territories. Therefore, the income taxes recorded in our consolidated statements of income and comprehensive income represent amounts for U.S. income taxes on our TRS entities, city and state income and franchise taxes, as well as income taxes for the applicable international territories. We recognize deferred income tax in our taxable subsidiaries, including certain international jurisdictions. Deferred income tax assets and liabilities are generally the result of temporary differences between book and tax accounting, such as timing differences caused by different useful lives used for depreciation. We provide for a valuation allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be realized. We had $ 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. We regularly analyze our various international, federal and state filing positions and only recognize the income tax effect in our financial statements when certain criteria regarding uncertain income tax positions have been met. We believe that our income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain tax positions have been recorded on our consolidated financial statements. Lease Revenue Recognition and Accounts Receivable. The majority of our leases are accounted for as operating leases. Under this method, leases that have fixed and d eterminable rent increases are recognized on a straight-line basis over the lease term. Any rental revenue contingent upon a client’s sales, or percentage rent, is recognized only after such client exceeds its sales breakpoint. Rental increases based upon changes in the consumer price indices are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements. Contractually obligated rental revenue from our clients for recoverable real estate taxes and operating expenses are included in contractually obligated reimbursements by our clients, a component of rental revenue, in the period when such costs are incurred. Taxes and operating expenses paid directly by our clients are recorded on a net basis. -7- Table of Contents Other revenue includes certain property-related revenue not included in rental revenue and interest income recognized on financing receivables for certain leases with above-market terms. We assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under ASC 842, Leases . We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends and other facts and circumstances related to the applicable clients. If we conclude the collection of substantially all of lease payments under a lease is less than probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental revenue, and no further operating lease receivables are recorded for that lease until such future determination is made that substantially all lease payments under that lease are now considered probable. If we subsequently conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease receivables previously written off is recognized. In addition to the client-specific collectability assessment conducted, we may also recognize a general allowance, as a reduction to rental revenue, for our operating lease receivables which are not expected to be fully collectible. We had $ 4.5 million of general allowance as of June 30, 2025. There was no general allowance as of December 31, 2024. Loans Receivable . Our acquired loans are classified as held for investment and are carried at their amortized cost basis. 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. When management identifies the full recovery of the contractually specified payments of principal and interest of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status. We have made an accounting policy election to record accrued interest on our loan portfolio separate from our loan receivable and other lending investments. These loans and the related interest receivable are presented in 'Other assets, net' on our consolidated balance sheets. Financing Receivables. For properties we acquire that qualify as sale-leaseback transactions and for which the purchase price is in excess of the fair value of the real estate acquired, the difference is accounted for as financing receivables, presented within 'Other assets, net' on our consolidated balance sheets. Rent payments are allocated between rental income and the financing receivable. Interest income on the financing receivable is recognized using the interest rate implicit in the leaseback and presented within 'Other' revenue in our consolidated statements of income and comprehensive income. Allowance for Credit Losses . The allowance for credit losses, which is recorded as a reduction to loans receivable and financing receivable within 'Other assets, net' on our consolidated balance sheets, is measured using a probability of default method based on our clients' respective credit ratings, our historical experience, and the expected value of the underlying collateral upon its repossession. If we determine a financing receivable no longer shares risk characteristics with other financing receivables in the pool, we evaluate the financing receivable for expected credit losses on an individual basis. Included in our model are factors that incorporate forward-looking information. Changes in our allowance for credit losses are presented in 'Provisions for impairment' in our consolidated statements of income and comprehensive income. For further details, see note 6, Investments in Loans and Financing Receivables. Goodwill. 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. -8- Table of Contents Recent Accounting Standards Not Yet Adopted. In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the nature of expenses included in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted. We are currently evaluating the impact on our financial statement disclosures. In December 2023, the FASB issued Accounting Standards Update ASU 2023-09, Income Taxes , to enhance income tax disclosures, provide more information about tax risks and opportunities present in worldwide operations, and to disaggregate existing income tax disclosures. The guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating the impact on our financial statement disclosures. 2. Merger with Spirit Realty Capital, Inc. On January 23, 2024, we completed our previously announced merger (the "Merger") with Spirit Realty Capital, Inc. (“Spirit”). For further details, please see note 2 , Merger with Spirit Realty Capital, Inc., to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024. The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value. The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data): Shares of Spirit common stock exchanged (1) 142,136,567 Exchange Ratio 0.762 Shares of Realty Income common stock issued 108,308,064 Opening price of Realty Income common stock on January 23, 2024 $ 55.80 Fair value of Realty Income common stock issued to the former holders of Spirit common stock $ 6,043,590 Shares of Realty Income Series A Preferred Stock issued in exchange for Spirit Series A Preferred Stock (2) 6,900,000 Opening price of Realty Income Series A Preferred Stock on January 23, 2024 $ 24.26 Fair value of Realty Income Series A Preferred Stock issued to the former holders of Spirit Series A Preferred Stock $ 167,394 Cash paid for fractional shares $ 51 Less: Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (3) $ ( 24,751 ) Consideration transferred $ 6,186,284 (1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the effective time of the Merger (the “Effective Time”) at an Exchange Ratio of 0.762 per share of Spirit common stock. The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (3) below. (2) In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding. (3) Represents the fair value of fully vested Spirit restricted stock and performance share awards that were accelerated and converted into Realty Income common stock at the Effective Time, reflecting the value attributable to post-combination services. Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the date of the Merger. The fair value attributable to pre-combination services was $ 41.7 million and is included in the consideration transferred above. A. Merger-related Transaction Costs 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. -9- Table of Contents B. Unaudited Pro Forma Financial Information 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. Six months ended June 30, 2024 Total revenues $ 2,646.8 Net income $ 490.8 Basic and diluted earnings per share $ 0.58 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. 3. Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands): A. Accounts receivable, net, consist of the following at: June 30, 2025 December 31, 2024 Straight-line rent receivables, net $ 784,286 $ 694,844 Client receivables, net 177,766 182,824 $ 962,052 $ 877,668 B. Lease intangible assets, net, consist of the following at: June 30, 2025 December 31, 2024 In-place leases $ 7,539,751 $ 7,347,301 Above-market leases 2,242,456 2,203,420 Accumulated amortization of in-place leases ( 2,895,785 ) ( 2,487,302 ) Accumulated amortization of above-market leases ( 854,444 ) ( 742,338 ) Other items 2,168 1,911 $ 6,034,146 $ 6,322,992 C. Other assets, net, consist of the following at: June 30, 2025 December 31, 2024 Financing receivables, net $ 1,588,727 $ 1,609,044 Loans receivable, net 1,329,808 828,500 Right of use asset - financing leases, net 782,970 653,353 Right of use asset - operating leases, net 613,803 619,350 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 Impounds related to mortgages payable 19,070 14,218 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 Non-refundable escrow deposits — 225 Other items 78,254 56,510 $ 4,754,381 $ 4,018,568 -10- Table of Contents D. Accounts payable and accrued expenses consist of the following at: June 30, 2025 December 31, 2024 Notes payable - interest payable $ 363,581 $ 261,605 Derivative liabilities and payables - at fair value 191,697 81,524 Property taxes payable 86,284 92,440 Accrued income taxes 71,437 84,884 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 Other items 82,014 86,830 $ 954,079 $ 759,416 E. Lease intangible liabilities, net, consist of the following at: June 30, 2025 December 31, 2024 Below-market leases $ 2,150,028 $ 2,119,200 Accumulated amortization of below-market leases ( 569,037 ) ( 483,430 ) $ 1,580,991 $ 1,635,770 F. Other liabilities consist of the following at: June 30, 2025 December 31, 2024 Lease liability - operating leases $ 443,182 $ 452,956 Rent received in advance and other deferred revenue 358,646 352,334 Lease liability - financing leases 79,292 77,190 Security deposits 37,953 35,594 Other items 6,219 5,054 $ 925,292 $ 923,128 4. Investments in Real Estate A. Acquisitions of Real Estate Below is a summary of our acquisitions for the six months ended June 30, 2025 (unaudited): Number of Properties Leasable Square Feet (in thousands) Investment ($ in millions) Weighted Average Lease Term (Years) Initial Weighted Average Cash Yield (1) Acquisitions U.S. real estate 58 1,779 $ 423.2 16.8 6.9 % Europe real estate 31 7,251 1,473.8 8.0 7.1 % Total real estate acquisitions 89 9,030 $ 1,897.0 10.0 7.0 % Real estate properties under development U.S. real estate 71 2,206 $ 127.6 17.2 7.3 % Europe real estate 13 433 86.2 11.7 7.4 % Total real estate properties under development 84 2,639 $ 213.8 14.9 7.3 % Total (2) 173 11,669 $ 2,110.8 10.5 7.1 % (1) The initial weighted average cash yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $ 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 -11- Table of Contents 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 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 - Euro Land $ 78.4 £ 178.3 € 85.7 Buildings and improvements 357.2 241.1 549.6 Lease intangible assets (1) 51.9 67.0 63.6 Other assets (2) 7.3 63.3 9.4 Lease intangible liabilities (3) ( 12.3 ) ( 5.7 ) ( 23.1 ) Other liabilities (4) — — ( 0.2 ) 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 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. (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. B. Investments in Existing Properties 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. C. Properties with Existing Leases The value of the in-place and above-market leases is recorded to 'Lease intangible assets, net' on our consolidated balance sheets, and the value of the below-market leases is recorded to 'Lease intangible liabilities, net' on our consolidated balance sheets. 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 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 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. -12- Table of Contents 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 June 30, 2025 (in thousands): Net increase (decrease) to rental revenue Increase to amortization expense 2025 $ ( 18,675 ) $ 405,427 2026 ( 39,701 ) 724,823 2027 ( 38,823 ) 613,856 2028 ( 29,493 ) 518,921 2029 ( 25,333 ) 446,103 Thereafter 345,004 1,934,836 Total $ 192,979 $ 4,643,966 D. Gain on Sales of Real Estate The following table summarizes our properties sold during the periods indicated below (dollars in millions): Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Number of properties 73 76 128 122 Net sales proceeds $ 116.8 $ 106.3 $ 209.4 $ 201.9 Gain on sales of real estate $ 38.6 $ 25.2 $ 61.1 $ 41.7 5. Investments in Unconsolidated Entities 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 of unconsolidated entities Six months ended June 30, As of June 30, 2025 June 30, 2025 December 31, 2024 2025 2024 Data Center Joint Venture 80.0 % 2 $ 295,332 $ 299,165 $ 6,547 $ 1,264 Bellagio Las Vegas Joint Venture - Common Equity Interest (2) 21.9 % 1 263,825 274,057 1,079 ( 1,916 ) Bellagio Las Vegas Joint Venture - Preferred Equity Interest (2) n/a n/a 650,000 650,000 — — Passport Park Joint Venture (3) 95.0 % 3 16,581 6,477 — — Industrial Partnerships n/a n/a — — — 1,005 Total investment in unconsolidated entities $ 1,225,738 $ 1,229,699 $ 7,626 $ 353 (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 are not the primary beneficiary of this VIE because significant activities affecting economic performance are shared. TCC is the managing member, and we do not have substantive kick-out rights. We will continuously evaluate whether we are the primary beneficiary as power to direct significant activities can change during the joint venture's life. Our maximum loss exposure is limited to our common and preferred equity investments and committed funding. -13- Table of Contents 6. Investments in Loans and Financing Receivables A. Loans 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 Rates (1) Principal Amortized Cost Allowance Carrying Amount (2) Senior Secured Notes Receivable October 2029 - November 2030 8.125 % - SONIA+ 5.75 % $ 880.4 $ 874.2 $ ( 11.7 ) $ 862.5 Mortgage Loans (3)(4) June 2028 - September 2038 7.50 % - 8.37 % 255.4 255.6 ( 0.1 ) 255.5 Unsecured and Other Loans (5) December 2026 - December 2028 10.25 % - 11.00 % 214.7 214.8 ( 3.0 ) 211.8 Total $ 1,350.5 $ 1,344.6 $ ( 14.8 ) $ 1,329.8 December 31, 2024 Maturity Interest Rates (1) Principal Amortized Cost Allowance Carrying Amount (2) Senior Secured Notes Receivable October 2029 - November 2030 8.125 % - SONIA+ 5.75 % $ 803.7 $ 797.2 $ ( 11.4 ) $ 785.8 Mortgage Loan September 2038 8.37 % 33.5 33.5 — 33.5 Unsecured Loan December 2026 11.00 % 11.0 10.1 ( 0.9 ) 9.2 Total $ 848.2 $ 840.8 $ ( 12.3 ) $ 828.5 (1) 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 %. We paid $ 199.8 million for this loan and incurred $ 1.1 million in origination costs. The discount and deferred costs are being amortized over the loan term. B. 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 June 30, 2025 and December 31, 2024 (dollars in millions): Carrying Value as of Maturity June 30, 2025 December 31, 2024 Financing receivables, net 2026 - 2048 $ 1,588.7 $ 1,609.0 Total $ 1,588.7 $ 1,609.0 -14- Table of Contents C. 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 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 $ 12.3 $ 99.2 $ 111.5 Provisions for credit losses (2) 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 June 30, 2025 $ 14.8 $ 87.0 $ 101.8 (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. 7. Credit Facilities and Commercial Paper Programs A. 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 %. -15- Table of Contents 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. B. 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. C. Commercial Paper Programs We have a USD-denominated unsecured commercial paper program, under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $ 1.5 billion, as well as a EUR-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $ 1.5 billion (or foreign currency equivalent). Our EUR-denominated unsecured commercial paper program may be issued in USD or various foreign currencies, including but not limited to, EUR, GBP, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to customary terms in the European commercial paper market. The commercial paper ranks pari passu in right of payment with all of our other unsecured senior indebtedness outstanding, exclusive of unexchanged bonds from our merger with VEREIT, Inc. 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 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 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. D. 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. -16- Table of Contents 8. Term Loans In January 2024, in connection with the Merger, we entered into an amended and restated term loan agreement (which replaced Spirit's then-existing term loans with various lenders). The amended and restated term loan agreements are fixed through interest rate swaps at a weighted average interest rate of 3.5 %. 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 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 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 $ 1.1 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 June 30, 2025, we were in compliance with the covenants contained in the term loans. 9. Mortgages Payable 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 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): As Of Number of Properties (1) Weighted Average Stated Interest Rate Weighted Average Effective Interest Rate Weighted Average Remaining Years Until Maturity Remaining Principal Balance Unamortized Discount and Deferred Financing Costs Balance, net Mortgages Payable Balance 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 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 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 Principal 2025 $ 0.8 2026 12.0 2027 22.3 2028 1.3 2029 1.3 Thereafter 1.0 Total $ 38.7 -17- Table of Contents 10. Notes Payable A. General 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. The following are sorted by maturity date (in thousands): Maturity Dates Principal (Currency Denomination) Carrying Value (USD) as of June 30, 2025 December 31, 2024 3.875 % Notes due 2025 April 15, 2025 $ 500,000 $ — $ 500,000 4.625 % Notes due 2025 November 1, 2025 $ 549,997 549,997 549,997 5.050 % Notes due 2026 January 13, 2026 $ 500,000 500,000 500,000 0.750 % Notes due 2026 March 15, 2026 $ 325,000 325,000 325,000 4.875 % Notes due 2026 June 1, 2026 $ 599,997 599,997 599,997 4.450 % Notes due 2026 September 15, 2026 $ 299,968 299,968 299,968 4.125 % Notes due 2026 October 15, 2026 $ 650,000 650,000 650,000 1.875 % Notes due 2027 (1) January 14, 2027 £ 250,000 342,853 312,975 3.000 % Notes due 2027 January 15, 2027 $ 600,000 600,000 600,000 3.200 % Notes due 2027 January 15, 2027 $ 299,984 299,984 299,984 1.125 % Notes due 2027 (1) July 13, 2027 £ 400,000 548,564 500,760 3.950 % Notes due 2027 August 15, 2027 $ 599,873 599,873 599,873 3.650 % Notes due 2028 January 15, 2028 $ 550,000 550,000 550,000 3.400 % Notes due 2028 January 15, 2028 $ 599,816 599,816 599,816 2.100 % Notes due 2028 March 15, 2028 $ 449,994 449,994 449,994 2.200 % Notes due 2028 June 15, 2028 $ 499,959 499,959 499,959 4.700 % Notes due 2028 December 15, 2028 $ 400,000 400,000 400,000 4.750 % Notes due 2029 February 15, 2029 $ 450,000 450,000 450,000 3.250 % Notes due 2029 June 15, 2029 $ 500,000 500,000 500,000 4.000 % Notes due 2029 July 15, 2029 $ 399,999 399,999 399,999 5.000 % Notes due 2029 (1) October 15, 2029 £ 350,000 479,994 438,165 3.100 % Notes due 2029 December 15, 2029 $ 599,291 599,291 599,291 3.400 % Notes due 2030 January 15, 2030 $ 500,000 500,000 500,000 4.850 % Notes due 2030 March 15, 2030 $ 600,000 600,000 600,000 3.160 % Notes due 2030 June 30, 2030 £ 140,000 191,997 175,266 4.875 % Notes due 2030 (1) July 6, 2030 € 550,000 645,860 569,415 1.625 % Notes due 2030 (1) December 15, 2030 £ 400,000 548,564 500,760 3.250 % Notes due 2031 January 15, 2031 $ 950,000 950,000 950,000 3.200 % Notes due 2031 February 15, 2031 $ 449,995 449,995 449,995 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 2.700 % Notes due 2032 February 15, 2032 $ 350,000 350,000 350,000 3.180 % Notes due 2032 June 30, 2032 £ 345,000 473,136 431,906 5.625 % Notes due 2032 October 13, 2032 $ 750,000 750,000 750,000 2.850 % Notes due 2032 December 15, 2032 $ 699,655 699,655 699,655 1.800 % Notes due 2033 March 15, 2033 $ 400,000 400,000 400,000 1.750 % Notes due 2033 (1) July 13, 2033 £ 350,000 479,994 438,165 4.900 % Notes due 2033 July 15, 2033 $ 600,000 600,000 600,000 5.125 % Notes due 2034 February 15, 2034 $ 800,000 800,000 800,000 2.730 % Notes due 2034 May 20, 2034 £ 315,000 431,994 394,348 5.125 % Notes due 2034 (1) July 6, 2034 € 550,000 645,860 569,415 5.875 % Bonds due 2035 March 15, 2035 $ 250,000 250,000 250,000 -18- Table of Contents 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 5.250 % Notes due 2041 (1) September 4, 2041 £ 350,000 479,994 438,165 2.500 % Notes due 2042 (1) January 14, 2042 £ 250,000 342,853 312,975 4.650 % Notes due 2047 March 15, 2047 $ 550,000 550,000 550,000 5.375 % Notes due 2054 September 1, 2054 $ 500,000 500,000 500,000 Total principal amount $ 25,198,035 $ 22,938,737 Unamortized net discounts and deferred financing costs ( 312,163 ) ( 281,145 ) $ 24,885,872 $ 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. 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 $ 550.0 2026 2,375.0 2027 2,391.3 2028 2,499.8 2029 2,429.3 Thereafter 14,952.6 Total $ 25,198.0 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; accordingly, we have not pledged any assets as collateral for these or any other obligations. All of these notes and bonds contain various covenants, including: (i) a limitation on incurrence of any debt which would cause our debt to total adjusted assets ratio to exceed 60 %; (ii) a limitation on incurrence of any secured debt which would cause our secured debt to total adjusted assets ratio to exceed 40 %; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150 % of our outstanding unsecured debt. At June 30, 2025, we were in compliance with these covenants. B. 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 % C. 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. -19- Table of Contents 11. Noncontrolling Interests 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. units (1) Other Noncontrolling Interests Total Carrying value at December 31, 2024 $ 167,803 $ 43,145 $ 210,948 Contributions — 1,529 1,529 Distributions ( 4,435 ) ( 1,552 ) ( 5,987 ) Allocation of net income 3,439 300 3,739 Carrying value at June 30, 2025 $ 166,807 $ 43,422 $ 210,229 (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. For further information, see note 1, Summary of Significant Accounting Policies. 12. Fair Value Measurements Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820, Fair Value Measurements and Disclosures , sets forth a fair value hierarchy that categorizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. Categorization within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. • Level 1 – Quoted market prices in active markets for identical assets and liabilities • Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other market-corroborated inputs • 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 June 30, 2025 and December 31, 2024 (in millions): June 30, 2025 Hierarchy Level Carrying Value Level 1 Level 2 Level 3 Assets: Loans receivable $ 1,329.8 $ — $ 847.4 $ 469.2 Derivative assets 14.3 — 14.3 — Total assets $ 1,344.1 $ — $ 861.7 $ 469.2 Liabilities: Mortgages payable $ 38.7 $ — $ — $ 38.1 Notes and bonds payable 25,198.0 — 23,165.5 1,040.2 Derivative liabilities 191.7 — 191.7 — Total liabilities $ 25,428.4 $ — $ 23,357.2 $ 1,078.3 -20- Table of Contents December 31, 2024 Hierarchy Level Carrying Value Level 1 Level 2 Level 3 Assets: Loans receivable $ 828.5 $ — $ 791.4 $ 43.7 Derivative assets 47.2 — 47.2 — Total assets $ 875.7 $ — $ 838.6 $ 43.7 Liabilities: Mortgages payable $ 81.3 $ — $ — $ 80.0 Notes and bonds payable 22,938.7 — 20,665.5 928.0 Derivative liabilities 81.5 — 81.5 — Total liabilities $ 23,101.5 $ — $ 20,747.0 $ 1,008.0 A. 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 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): June 30, 2025 December 31, 2024 Carrying value Fair value Carrying value Fair value Loans receivable $ 1,329.8 $ 1,316.6 $ 828.5 $ 835.1 Mortgages payable (1) $ 38.7 $ 38.1 $ 81.3 $ 80.0 Notes and bonds payable (1) $ 25,198.0 $ 24,205.7 $ 22,938.7 $ 21,593.5 (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. The estimated fair values of our senior secured loans receivable, publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of each financial instrument. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to these financial instruments is categorized as level 2 of the fair value hierarchy. B. Financial Instruments Measured at Fair Value on a Recurring Basis For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting swaps to manage interest rate risk, and cross-currency swaps, currency exchange swaps, and foreign currency forwards to manage foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, spot and forward rates, as well as option volatility. Derivative fair values also include credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. -21- Table of Contents 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 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. For more details on our derivatives, see note 13, Derivative Instruments . C. Items Measured at Fair Value on a Non-Recurring Basis Impairment of Real Estate Investments Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments only under certain circumstances, such as when an impairment write-down occurs. Depending on impairment triggering events during the applicable period, impairments are typically recorded for properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent. The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (in millions): Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Carrying value prior to impairment $ 365.2 $ 281.9 $ 505.9 $ 443.9 Less: total provisions for impairment of real estate ( 142.3 ) ( 87.2 ) ( 239.7 ) ( 175.4 ) Carrying value after impairment $ 222.9 $ 194.7 $ 266.2 $ 268.5 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. We may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of such real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results. -22- Table of Contents 13. Derivative Instruments In the normal course of business, our operations are exposed to economic risks from interest rates and foreign currency exchange rates. We may enter into derivative financial instruments to offset these underlying economic risks. Derivatives Designated as Hedging Instruments - Cash Flow Hedges We enter into foreign currency forward contracts to sell GBP and EUR and buy USD to hedge the foreign currency risk associated with interest payments on intercompany loans denominated in GBP and EUR. Forward points on the forward contracts are included in the assessment of hedge effectiveness. We also execute variable-to-fixed interest rate swaps and use interest rate swaption agreements to add stability to interest expense and to manage our exposure to interest rate movements associated with our term loans or forecasted transactions. When it is probable that the forecasted transaction will not occur by the end of the specific time period or within an additional two-month period thereafter, the net derivative instrument gain or loss and any gains and losses that were reported in AOCI pursuant to the hedge of a forecasted transaction are recognized immediately in earnings through the caption entitled 'Interest' in our consolidated statements of income and comprehensive income. Derivatives Designated as Hedging Instruments - Fair Value Hedges Periodically, we enter into and designate fixed-to-floating interest rate swaps to manage interest rate risk by managing our mix of fixed-rate and variable-rate debt. These swaps involve the receipt of fixed-rate amounts for variable interest rate payments over the life of the swaps without exchange of the underlying principal amount. We also designate some of our cross-currency swaps as fair value hedges as we use them to hedge foreign currency risk associated with changes in spot rates on foreign-denominated debt. For these hedging instruments, we have elected to exclude the change in fair value of the cross-currency swaps related to both time value and cross-currency basis spread from the assessment of hedge effectiveness (the "excluded component"). Changes in the fair value of the cross-currency swaps attributable to these excluded components are recorded to other comprehensive income and subsequently recognized in 'Foreign currency and derivative (loss) gain, net' on a systematic and rational basis, as net cash settlements and interest accruals on the respective cross currency swaps occur, over the remaining life of the hedging instruments. Derivatives Designated as Hedging Instruments - Net Investment Hedges To mitigate the foreign currency exchange rate variations associated with our investment in EUR-denominated foreign operations, we may enter into derivative instruments, such as cross-currency swaps that qualify as net investment hedges under the criteria prescribed in accordance with ASC 815-20, Hedging - General . We use the spot method of assessing hedge effectiveness and apply the consistent election to the excluded component by recognizing changes in the fair value of the hedging instruments attributable to the excluded component in the same manner as described above. Any difference between the change in the fair value of the excluded components and the amounts recognized in earnings is reported in other comprehensive income as part of the foreign cumulative translation adjustment. The gain or loss on the portion of the derivative instruments included in the assessment of effectiveness is reported in other comprehensive income as part of the 'Foreign currency translation adjustment' line item, to the extent the relationship is highly effective. 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 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 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 We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP and EUR. These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes. 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. -23- Table of Contents 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 Number of Instruments (1) Notional Amount as of Weighted Average Strike Rate (2) Maturity Date (3) Fair Value - asset (liability) as of Derivatives Designated as Hedging Instruments June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024 Interest rate swaps (4) 8 $ 1,680.0 $ 2,180.0 3.32 % Aug 2025 - Aug 2027 $ 8.8 $ 24.3 Cross-currency swaps - Fair Value 3 320.0 320.0 (5) Oct 2032 ( 80.0 ) ( 42.2 ) Cross-currency swaps - Net Investment 3 280.0 280.0 (6) Oct 2032 ( 70.6 ) ( 37.6 ) 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 ) Derivatives not Designated as Hedging Instruments Currency exchange swaps 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 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 %. (6) USD fixed rate of 5.625 % and EUR weighted average fixed rate of 4.716 %. (7) Weighted average forward GBP-USD exchange rate of 1.31 . (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. We have agreements with each of our derivative counterparties containing provisions under which we could be declared in default on our derivative obligations if repayment of our indebtedness is accelerated by the lender due to our default. -24- Table of Contents 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 June 30, Six months ended June 30, Derivatives in Cash Flow Hedging Relationships 2025 2024 2025 2024 Interest rate swaps $ ( 4,777 ) $ 1,929 $ ( 12,141 ) $ 11,845 Foreign currency forwards ( 22,437 ) 37 ( 35,619 ) ( 533 ) 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 Derivatives in Fair Value Hedging Relationships Cross-currency swaps - Fair Value $ ( 2,653 ) $ 5,431 $ 7,674 $ 3,290 Total derivatives in fair value hedging relationships $ ( 2,653 ) $ 5,431 $ 7,674 $ 3,290 Total unrealized (loss) gain on derivatives, net $ ( 31,464 ) $ 7,324 $ ( 42,089 ) $ 16,246 Derivatives and Non-derivatives in Net Investment Hedging Relationships Cross-currency swaps - Net Investment $ ( 29,161 ) $ 6,748 $ ( 33,987 ) $ 11,621 Foreign currency debt ( 16,620 ) — ( 20,747 ) — 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 June 30, Six months ended June 30, 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 ) Total derivatives in cash flow hedging relationships $ ( 4,151 ) $ 10,230 $ 655 $ 20,291 Derivatives in Fair Value Hedging Relationships 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 Derivatives in Net Investment Hedging Relationships 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 (decrease) increase to net income $ ( 4,335 ) $ 11,706 $ 1,338 $ 23,097 -25- Table of Contents We expect to reclassify $ 6.2 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 22.7 million from AOCI as an increase to foreign currency gain relating to foreign currency forwards within the next twelve months. The following table details our foreign currency and derivative (loss) gain, net included in income (in thousands): Three months ended June 30, Six months ended June 30, 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 ) (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 gain, net: (Loss) gain on the change in fair value of undesignated derivatives $ ( 9,301 ) $ 3,408 $ ( 13,121 ) $ 5,546 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 Total foreign currency and derivative (loss) gain, net $ ( 4,388 ) $ 511 $ ( 6,933 ) $ 4,557 14. Lessor Operating Leases 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 June 30, 2025, 212 properties were available for lease or sale. The majority of our leases are accounted for as operating leases. 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. 15. Stockholders' Equity A. Common Stock We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for the periods indicated below: Six months ended June 30, Month 2025 2024 January $ 0.2640 $ 0.2565 February 0.2640 0.2565 March 0.2680 0.2565 April 0.2685 0.2570 May 0.2685 0.2570 June 0.2685 0.2625 Total $ 1.6015 $ 1.5460 At June 30, 2025, a distribution of $ 0.2690 per common share was payable and was paid in July 2025. -26- Table of Contents B. At-the-Market ("ATM") Program Under our current ATM program, we may offer and sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices. Upon settlement, subject to certain exceptions, we may elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which cases we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. As of 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 June 30, Six months ended June 30, 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 Sales agents' commissions and other offering expenses ( 6.5 ) ( 0.2 ) ( 13.7 ) ( 3.7 ) Net proceeds $ 622.2 $ ( 0.2 ) $ 1,247.0 $ 543.3 (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. C. Dividend Reinvestment and Stock Purchase Plan ("DRSPP") Our DRSPP provides our common stockholders with a convenient and economical method of purchasing our common stock and reinvesting their distributions. It also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26.0 million common shares to be issued. 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 June 30, Six months ended June 30, 2025 2024 2025 2024 Shares of common stock issued under the DRSPP program 50 57 107 115 Gross proceeds $ 2.8 $ 3.1 $ 5.9 $ 6.2 16. 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 $ 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. -27- Table of Contents In connection with the Merger, each outstanding Spirit restricted stock award and performance share award was cancelled and converted into Realty Income common stock, using the Exchange Ratio in accordance with the merger agreement. The issuance is excluded from the sections below, as the awards were not granted under the Realty Income 2021 Incentive Award Plan (the "2021 Plan"). The aggregate fair value of fully vested Spirit awards converted into Realty Income common stock was $ 66.5 million, of which i.) $ 41.7 million related to pre-combination services and is included in the consideration transferred in the merger and ii.) $ 24.8 million of expense was recognized in January 2024 in merger, transaction, and other costs, net related to the value attributable to post-combination services. For more details, please see note 2, Merger with Spirit Realty Capital, Inc. A. Restricted Stock and Restricted Stock Units 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. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and conditions of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares. B. Performance Shares 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 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. The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model. -28- Table of Contents 17. Net Income per Common Share 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 June 30, Six months ended June 30, 2025 2024 2025 2024 Weighted average shares used for the basic net income per share computation 902,966 870,319 897,338 852,621 Incremental shares from share-based compensation 647 398 592 384 Dilutive effect of forward ATM offerings 103 8 185 6 Weighted average shares used for diluted net income per share computation 903,716 870,725 898,115 853,011 Unvested shares from share-based compensation that were anti-dilutive 17 232 17 219 Weighted average partnership common units convertible to common shares that were anti-dilutive 2,682 1,795 2,682 1,795 Weighted average forward ATM offerings that were anti-dilutive 9 488 19 471 18. Supplemental Disclosures of Cash Flow Information The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands): Six months ended June 30, 2025 2024 Supplemental disclosures: Cash paid for interest $ 451,436 $ 397,910 Cash paid for income taxes $ 60,367 $ 27,730 Non-cash activities: Net (decrease) increase in fair value of derivatives $ ( 143,010 ) $ 62,048 Term loans assumed at fair value $ — $ 1,300,000 Notes payable assumed at fair value $ — $ 2,481,486 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): 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) 19,070 11,485 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 841,736 $ 473,111 (1) Included within 'Other assets, net' on our consolidated balance sheets (see note 3, Supplemental Detail for Certain Components of Consolidated Balance Sheets ). These amounts consist of cash that we are legally entitled to, but that is not immediately available to us. As a result, these amounts were considered restricted as of the dates presented. -29- Table of Contents 19. Segment and Geographic Information A. Segment Information 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. Therefore, we operate and manage the business in one operating and reportable segment. The CODM assesses performance and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Our significant segment expenses include consolidated expense categories presented in our consolidated statements of income and comprehensive income, as well as additional significant segment expense categories reported within 'Property (including reimbursements)' and 'General and administrative' expense captions, as follows (in millions): Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Property expenses (excluding reimbursements) $ 20.0 $ 19.3 $ 39.3 $ 35.9 Cash G&A expenses (1) $ 41.2 $ 37.8 $ 79.4 $ 69.4 (1) Represents 'General and administrative' expenses as presented in our consolidated statements of income and comprehensive income, less share-based compensation costs. Other segment items included in consolidated net income consist of 'Gain on sales of real estate' and 'Other income, net', as presented in our consolidated statements of income and comprehensive income. B. Geographic Information The following table disaggregates domestic and international revenue by major asset types and geographic regions (in thousands): Three months ended June 30, 2025 2024 U.S. U.K. Other (1) Total U.S. U.K. Other (1) Total Retail $ 858,362 $ 155,506 $ 47,225 $ 1,061,093 $ 858,714 $ 123,715 $ 35,617 $ 1,018,046 Industrial 197,205 12,582 4,537 214,324 191,061 12,160 — 203,221 Other (2) 61,242 1,529 — 62,771 63,461 — — 63,461 Rental (including reimbursements) $ 1,116,809 $ 169,617 $ 51,762 $ 1,338,188 $ 1,113,236 $ 135,875 $ 35,617 $ 1,284,728 Other revenue 72,190 54,715 Total revenue $ 1,410,378 $ 1,339,443 Six months ended June 30, 2025 2024 U.S. U.K. Other (1) Total U.S. U.K. Other (1) Total Retail $ 1,722,434 $ 293,670 $ 86,606 $ 2,102,710 $ 1,669,629 $ 240,521 $ 67,255 $ 1,977,405 Industrial 393,634 24,245 4,537 422,416 368,233 23,883 — 392,116 Other (2) 123,629 2,490 — 126,119 123,376 — — 123,376 Rental (including reimbursements) $ 2,239,697 $ 320,405 $ 91,143 $ 2,651,245 $ 2,161,238 $ 264,404 $ 67,255 $ 2,492,897 Other revenue 139,638 107,031 Total revenue $ 2,790,883 $ 2,599,928 (1) Other includes rental revenue generated from all other European countries we operate in. (2) Other includes all other property types in our portfolio. -30- Table of Contents 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): June 30, 2025 December 31, 2024 U.S. U.K. Other (1) Total U.S. U.K. Other (1) Total 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 Remaining assets 17,303.4 16,545.2 Total assets $ 71,424.1 $ 68,835.0 (1) Other includes long-lived assets in all other European countries we operate in. 20. Commitments and Contingencies In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. 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 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 . 21 . Subsequent Events A. Dividends In July 2025, we declared a dividend of $ 0.2690 per share to our common stockholders, which will be paid in August 2025. B. ATM Forward Offerings 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. -31- Table of Contents Item 7: 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, 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 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; operations and results; the announcement of operating results, strategy, plans, and the intentions of management; 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 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. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding); 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 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; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; 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. We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made. OVERVIEW Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies ® . 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 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 -32- Table of Contents 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 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 Month Declared Month Paid Monthly Dividend per share Increase per share 1st increase Dec 2024 Jan 2025 $ 0.2640 $ 0.0005 2nd increase Feb 2025 Mar 2025 $ 0.2680 $ 0.0040 3rd increase Mar 2025 Apr 2025 $ 0.2685 $ 0.0005 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. Investments 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. Dispositions 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 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 -33- Table of Contents 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 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 10 , Notes Payable , to the consolidated financial statements for further details. Portfolio Discussion Leasing Results 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 periods indicated below: Three months ended June 30, 2025 Properties available for lease at March 31, 2025 231 Lease expirations (1) 355 Re-leases to same client (293) Re-leases to new client (17) Vacant dispositions (64) Properties available for lease at June 30, 2025 212 Six months ended June 30, 2025 Properties available for lease at December 31, 2024 205 Lease expirations (1) 599 Re-leases to same client (453) Re-leases to new client (26) Vacant dispositions (113) Properties available for lease at June 30, 2025 212 (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. We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations. -34- Table of Contents Impact of Inflation Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, retail price index in the case of certain leases in the U.K. (typically subject to ceilings), or increases in clients’ sales volumes. We expect that inflation will cause these lease provisions to result in rent increases over time. During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not keep up with the rate of inflation and other costs. Moreover, our strategic focus on the use of net lease agreements reduces our exposure to rising property expenses due to inflation because the client is responsible for property expenses. Even though the utilization of net leases reduces our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue, which may adversely affect our clients' ability to pay rent. Additionally, inflationary periods may cause us to experience increased costs of financing, make it difficult to refinance debt at attractive rates or at all, and may adversely affect the properties we can acquire if the cost of financing an acquisition is in excess of our anticipated earnings from such property, thereby limiting the properties that can be acquired. Impact of Real Estate and Capital Markets In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, the global capital markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and global capital markets carefully and, if required, will make decisions to adjust our business strategy accordingly. Impact of Current Macroeconomic Conditions We monitor developments related to macroeconomic factors that could have an adverse impact on our business and our clients. Our clients face challenges that may differ from or be additional to challenges we face, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, including potential impacts from changes in global trade policies. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted. LIQUIDITY AND CAPITAL RESOURCES As of 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. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common stockholders, primarily through a combination of the following: • Cash and cash equivalents; • Future cash flows from operations; • Issuances of common stock or debt, or other securities offerings; • Additional borrowings under our revolving credit facilities or commercial paper programs, which are backstopped by our credit facilities; • Short-term loans; • Asset dispositions; and • Credit investment repayments. 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 facilities and commercial paper programs. -35- Table of Contents Long-Term Liquidity Requirements Our goal is to deliver dependable monthly dividends to our stockholders that increase over time. Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, investments in loans to clients, property development, and capital expenditures by issuing common stock, long-term unsecured notes, and term loan borrowings. Over the long term, we believe that common stock should be the majority of our capital structure. We may issue common stock when we believe our share price is at a level that allows for the proceeds of an offering to be accretively invested into additional properties or to permanently finance properties that were initially financed by our revolving credit 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 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 In February 2025, our Board of Directors authorized a share repurchase program for up to $2.0 billion in shares of our common stock, which will expire in January 2028. Repurchases under the repurchase program may be made at management’s discretion from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, Rule 10b5-1 plans or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The repurchase program does not obligate us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion. No share repurchases have been made to date under the repurchase program. 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 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 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. -36- Table of Contents Note Repayment In April 2025, we repaid $500.0 million of outstanding 3.875% senior unsecured notes, plus accrued and unpaid interest, upon maturity. Credit Facilities In April 2025, we 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. Covenants The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes and bonds. These calculations, which are not based on accounting principles generally accepted in the United States of America ("U.S. GAAP"), are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance. The actual amounts as of June 30, 2025, are: Note Covenants Required Actual Limitation on incurrence of total debt < 60% of adjusted assets 42.0 % Limitation on incurrence of secured debt < 40% of adjusted assets 0.2 % Debt service and fixed charge coverage (trailing 12 months) (1) > 1.5x 4.5x Maintenance of total unencumbered assets > 150% of unsecured debt 238.7 % (1) Our debt service coverage ratio is calculated on a pro forma basis for the preceding four-quarter period on the assumptions that: (i) the incurrence of any Debt (as defined in the covenants) incurred by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our Debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four quarters and subject to certain additional adjustments. Such pro forma ratio has been prepared on the basis required by that debt service covenant, reflects various estimates and assumptions and is subject to other uncertainties, and therefore does not purport to reflect what our actual debt service coverage ratio would have been had transactions referred to in clauses (i), (ii) and (iii) of the preceding sentence occurred as of the first day of four-quarter period, nor does it purport to reflect our debt service coverage ratio for any future period. Fixed charge coverage is calculated in the same manner as the debt service coverage. The following is our calculation of debt service and fixed charge coverage at June 30, 2025 (in thousands, for trailing twelve months): Net income attributable to the Company $ 915,832 Plus: interest expense, excluding the amortization of deferred financing costs 1,057,057 Plus: provision for taxes 75,178 Plus: depreciation and amortization 2,465,794 Plus: provisions for impairment 499,839 Plus: pro forma adjustments 190,072 Less: gain on sales of real estate (136,651) Income available for debt service, as defined $ 5,067,121 Total pro forma debt service charge $ 1,122,854 Debt service and fixed charge coverage ratio 4.5x -37- Table of Contents Credit Agency Ratings 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 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 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 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. We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions. If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities or common stock. Material Cash Requirements The following table summarizes the maturity of each of our obligations as of 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 Interest (3) 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 Other (6) 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 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. (4) We currently pay the ground lessors directly for the rent under certain ground lease arrangements. (5) Our clients, who are generally sub-tenant clients under ground leases, are responsible for paying the rent under these ground leases. (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. -38- Table of Contents Investments in Unconsolidated Entities As of June 30, 2025, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million. DIVIDEND POLICY Distributions are paid monthly to holders of shares of our common stock. Distributions are paid monthly to the limited partners holding common units of Realty Income, L.P., each on a per unit basis that is equal to the amount paid per share to our common stockholders (subject to the adjustment factor applicable to those units at the time of such distribution). In order to maintain our status as a real estate investment trust ("REIT") for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains), and we are subject to income tax to the extent we distribute less than 100% of our taxable income (including net capital gains). In 2024, our cash distributions to common stockholders totaled $2.69 billion, or approximately 126.1% of our estimated taxable income of $2.13 billion. Certain measures are available to us to reduce or eliminate our tax exposure as a REIT, and accordingly, no provision for U.S. federal income taxes, other than our taxable REIT subsidiaries (each, a "TRS"), has been made. Our estimated taxable income reflects non-cash deductions for depreciation and amortization. Our estimated taxable income is presented to show our compliance with REIT dividend requirements and is not a measure of our liquidity or operating performance. We intend to continue to make distributions to our stockholders that are sufficient to meet this dividend requirement and that will reduce or eliminate our exposure to income taxes. Furthermore, we believe our cash on hand and funds from operations are sufficient to support our current level of cash distributions to our stockholders. We distributed $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 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. The maximum tax rate of non-corporate taxpayers for “qualified dividend income” is generally 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding requirements have been met with respect to the REIT’s stock and the REIT’s dividends are attributable to dividends received from certain taxable corporations (such as our TRSs) or to income that was subject to tax at the corporate or REIT level (for example, if we distribute taxable income that we retained and paid tax on in the prior taxable year). However, non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for taxable years beginning after December 31, 2017. Distributions in excess of earnings and profits generally will first be treated as a non-taxable reduction in the stockholders’ basis in their stock, but not below zero. Distributions in excess of that basis generally will be taxable as a capital gain to stockholders. Approximately 30.4% of the distributions to our common stockholders, made or deemed to have been made in 2024, were classified as a return of capital for federal income tax purposes. -39- Table of Contents RESULTS OF OPERATIONS 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 thousands): Three months ended June 30, Six months ended June 30, 2025 2024 Change 2025 2024 Change Rental (excluding reimbursements) $ 1,250,764 $ 1,204,160 $ 46,604 $ 2,476,443 $ 2,339,615 $ 136,828 Rental (reimbursements) 87,424 80,568 6,856 174,802 153,282 21,520 Other 72,190 54,715 17,475 139,638 107,031 32,607 Total revenue $ 1,410,378 $ 1,339,443 $ 70,935 $ 2,790,883 $ 2,599,928 $ 190,955 -40- Table of Contents Rental Revenue (excluding reimbursements) 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 June 30, Number of Properties 2025 2024 Change Properties acquired during 2025 & 2024 545 $ 75,776 $ 11,305 $ 64,471 Same store rental revenue (1) 14,622 1,166,683 1,154,028 12,655 Constant currency adjustment (2) N/A (6,231) (13,860) 7,629 Properties sold during and prior to 2025 430 84 14,808 (14,724) Straight-line rent and other non-cash adjustments N/A (6,251) 4,640 (10,891) Vacant rents, development and other (3) 439 29,805 32,414 (2,609) Other excluded revenue (4) 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 June 30, 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) Less: 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 1.1% 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; (i) were vacant at any time, (ii) were under development or redevelopment, or (iii) were involved in eminent domain and rent was reduced. Each of the exclusions from the same store pool are separately addressed within the applicable sentences above, explaining the changes in rental revenue for the period. Of the 16,952 in-place leases in the portfolio, 13,825, or 81.6%, were under leases that provide for increases in rents through: base rent increases tied to inflation (typically subject to ceilings), percentage rent based on a percentage of the clients’ gross sales, fixed increases, or a combination of two or more of the aforementioned rent provisions. -41- Table of Contents 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 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; however, it is possible that the number of properties available for lease or sale could increase in the future, given the nature of economic cycles and other unforeseen global events. Rental Revenue (reimbursements) A number of our leases provide for contractually obligated reimbursements from clients for recoverable real estate taxes and operating expenses. Contractually obligated reimbursements by our clients increased by $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 thousands): Three months ended June 30, Six months ended June 30, 2025 2024 Change 2025 2024 Change Interest income on financing receivables $ 32,055 $ 29,910 $ 2,145 $ 64,343 $ 61,373 $ 2,970 Interest income on loans and preferred equity investments 39,232 24,020 15,212 73,629 44,100 29,529 Other 903 785 118 1,666 1,558 108 $ 72,190 $ 54,715 $ 17,475 $ 139,638 $ 107,031 $ 32,607 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. Expenses The following summarizes our total expenses (in thousands): Three months ended June 30, Six months ended June 30, 2025 2024 Change 2025 2024 Change Depreciation and amortization $ 647,849 $ 605,570 $ 42,279 $ 1,256,784 $ 1,186,634 $ 70,150 Interest 283,824 246,931 36,893 552,198 487,545 64,653 Property (excluding reimbursements) 19,998 19,283 715 39,301 35,930 3,371 Property (reimbursements) 87,424 80,568 6,856 174,802 153,282 21,520 General and administrative 49,329 45,070 4,259 93,373 85,912 7,461 Provisions for impairment 143,363 96,458 46,905 259,952 185,947 74,005 Merger, transaction, and other costs, net 331 2,754 (2,423) 610 96,858 (96,248) Total expenses $ 1,232,118 $ 1,096,634 $ 135,484 $ 2,377,020 $ 2,232,108 $ 144,912 Total revenue (1) $ 1,322,954 $ 1,258,875 $ 2,616,081 $ 2,446,646 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. -42- Table of Contents Depreciation and Amortization 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 June 30, Six months ended June 30, 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 Revolving credit facility commitment fees 1,508 1,343 165 2,836 2,686 150 Amortization of debt origination and deferred financing costs 7,162 5,874 1,288 13,082 11,693 1,389 Gain on interest rate swaps (1,873) (1,799) (74) (3,778) (3,600) (178) Amortization of net mortgage premiums and discounts 72 54 18 137 (69) 206 Amortization of net note premiums and discounts 909 26 883 1,561 (4,125) 5,686 Capital lease obligation 533 533 — 1,057 964 93 Interest capitalized (3,894) (9,229) 5,335 (8,715) (13,237) 4,522 Interest expense $ 283,824 $ 246,931 $ 36,893 $ 552,198 $ 487,545 $ 64,653 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 $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. Property Expenses (excluding reimbursements) Property expenses (excluding reimbursements) consist of costs associated with properties available for lease, non-net-leased properties and general portfolio expenses and include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections and legal fees. Property expenses (excluding reimbursements) increased by $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 $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 $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. -43- Table of Contents Provisions for Impairment The following table summarizes our provisions for impairment during the periods indicated below (in thousands): Three months ended June 30, Six months ended June 30, 2025 2024 Change 2025 2024 Change Provisions for impairment of real estate $ 142,254 $ 87,204 $ 55,050 $ 239,672 $ 175,401 $ 64,271 Provisions for credit losses 1,109 9,254 (9,437) 20,280 10,546 9,734 Provisions for impairment $ 143,363 $ 96,458 $ 46,905 $ 259,952 $ 185,947 $ 74,005 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 $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 thousands): Three months ended June 30, Six months ended June 30, 2025 2024 Change 2025 2024 Change Number of properties sold 73 76 (3) 128 122 6 Net sales proceeds $ 116,841 $ 106,280 $ 10,561 $ 209,414 $ 201,904 $ 7,510 Gain on sales of real estate $ 38,566 $ 25,153 $ 13,413 $ 61,103 $ 41,727 $ 19,376 Foreign Currency and Derivative (Loss) Gain, net We borrow in the functional currencies of the countries in which we invest. Net foreign currency gain and loss are primarily related to the remeasurement of intercompany debt from foreign subsidiaries and outstanding borrowings denominated in the local currencies we invest in. Derivative gain and loss are primarily related to mark-to-market adjustments on derivatives that do not qualify for hedge accounting and settlement of designated derivatives reclassified from Accumulated Other Comprehensive Income ("AOCI"). Foreign currency and derivative (loss) gain, net was a 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 $1.3 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 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 $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. -44- Table of Contents Preferred Stock Dividends 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. -45- Table of Contents NON-GAAP FINANCIAL MEASURES Adjusted Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate ("Adjusted EBITDA re ") Nareit established an EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDA re ) it believed would provide investors with a consistent measure to help make investment decisions among REITs. Our definition of “Adjusted EBITDA re ” is generally consistent with the Nareit definition, other than our adjustment to remove foreign currency and derivative gain and loss and merger, transaction, and other costs, net. We define Adjusted EBITDA re , a non-GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) provisions for impairment, (v) merger, transaction, and other costs, net, (vi) gain on sales of real estate, (vii) foreign currency and derivative gain and loss, net, and (viii) our proportionate share of adjustments from unconsolidated entities. Our Adjusted EBITDA re may not be comparable to Adjusted EBITDA re reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDA re differently than we do. Management believes Adjusted EBITDA re to be a meaningful measure of a REIT’s performance because it provides a view of our operating performance, analyzes our ability to meet interest payment obligations before the effects of income tax, depreciation and amortization expense, provisions for impairment, gain on sales of real estate and other items, as defined above, that affect comparability, including the removal of non-recurring and non-cash items that industry observers believe are less relevant to evaluating the operating performance of a company. In addition, EBITDA re is widely followed by industry analysts, lenders, investors, rating agencies, and others as a means of evaluating the operational cash generating capacity of a company prior to servicing debt obligations. Management also believes the use of an annualized quarterly Adjusted EBITDA re metric, which we refer to as Annualized Adjusted EBITDA re , is meaningful because it represents our current earnings run rate for the period presented. Annualized Adjusted EBITDA re and Annualized Pro Forma Adjusted EBITDA re , as defined below, are also used to determine the vesting of performance share awards granted to executive officers. Annualized Adjusted EBITDA re should be considered along with, but not as an alternative to net income as a measure of our operating performance. We define Annualized Pro Forma Adjusted EBITDA re as Annualized Adjusted EBITDA re , subject to certain adjustments to incorporate Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, and include transaction accounting adjustments in accordance with U.S. GAAP, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable period. Our calculation includes all adjustments consistent with the requirements to present Adjusted EBITDA re on a pro forma basis in accordance with Article 11 of Regulation S-X. The Annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes. We believe Annualized Pro Forma Adjusted EBITDA re is a useful non-GAAP supplemental measure, as it excludes investments that were no longer owned at the balance sheet date and includes the annualized rent from investments acquired during the quarter. Management also uses our ratios of Net Debt/Annualized Adjusted EBITDA re, Net Debt/Annualized Pro Forma Adjusted EBITDA re, Net Debt and Preferred Stock/Annualized Adjusted EBITDA re, and Net Debt and Preferred Stock/Annualized Pro Forma Adjusted EBITDA re as measures of leverage in assessing our financial performance, which is calculated as net debt (which we define as total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents), divided by annualized quarterly Adjusted EBITDA re and annualized Pro Forma Adjusted EBITDA re , respectively. -46- Table of Contents The following is a reconciliation of net income (which we believe is the most comparable U.S. GAAP measure) to Adjusted EBITDA re and Annualized Pro Forma EBITDA re calculations for the periods indicated below (dollars in thousands): Three months ended June 30, 2025 2024 Net income $ 199,011 $ 260,968 Interest 283,824 246,931 Income taxes 24,065 15,642 Depreciation and amortization 647,849 605,570 Provisions for impairment 143,363 96,458 Merger, transaction, and other costs, net 331 2,754 Gain on sales of real estate (38,566) (25,153) Foreign currency and derivative loss (gain), net 4,388 (511) Proportionate share of adjustments from unconsolidated entities 19,774 16,911 Quarterly Adjusted EBITDA re $ 1,284,039 $ 1,219,570 Annualized Adjusted EBITDA re (1) $ 5,136,156 $ 4,878,280 Annualized Pro Forma Adjustments $ 56,842 $ 33,813 Annualized Pro Forma Adjusted EBITDA re $ 5,192,998 $ 4,912,093 Total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts $ 28,665,619 $ 25,712,293 Proportionate share of unconsolidated entities debt, excluding deferred financing costs 659,190 659,190 Less: Cash and cash equivalents (800,447) (442,820) Net Debt (2) $ 28,524,362 $ 25,928,663 Preferred Stock — 167,394 Net Debt and Preferred Stock $ 28,524,362 $ 26,096,057 Net Debt/Annualized Adjusted EBITDA re 5.6 x 5.3 x Net Debt/Annualized Pro Forma Adjusted EBITDA re 5.5 x 5.3 x Net Debt and Preferred Stock/ Annualized Adjusted EBITDA re 5.6 x 5.3 x Net Debt and Preferred Stock/ Annualized Pro Forma Adjusted EBITDA re 5.5 x 5.3 x (1) We calculate Annualized Adjusted EBITDA re by multiplying the Quarterly Adjusted EBITDA re by four. (2) Net Debt is total debt per our consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents. As described above, the Annualized Pro Forma Adjustments, which include transaction accounting adjustments in accordance with U.S. GAAP, consist of adjustments to incorporate the Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the 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 June 30, 2025 2024 Annualized pro forma adjustments from investments acquired or stabilized $ 61,709 $ 39,329 Annualized pro forma adjustments from investments disposed (4,867) (5,516) Annualized Pro Forma Adjustments $ 56,842 $ 33,813 -47- Table of Contents FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS AND NORMALIZED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trusts' definition, as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets, and reduced by gain on property sales. We define Normalized FFO, a non-GAAP financial measure, as FFO excluding merger, transaction, and other costs, net. We define diluted FFO and diluted normalized FFO as FFO and normalized FFO adjusted for dilutive noncontrolling interests. The following summarizes our FFO and Normalized FFO (in millions, except per share data): Three months ended June 30, Six months ended June 30, 2025 2024 % Change 2025 2024 % Change FFO available to common stockholders $ 955.7 $ 929.1 2.9 % $ 1,893.4 $ 1,714.8 10.4 % FFO per common share (1) $ 1.06 $ 1.07 (0.9) % $ 2.11 $ 2.01 5.0 % Normalized FFO available to common stockholders $ 956.1 $ 931.9 2.6 % $ 1,894.0 $ 1,811.7 4.5 % Normalized FFO per common share (1) $ 1.06 $ 1.07 (0.9) % $ 2.11 $ 2.12 (0.5) % (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. -48- Table of Contents 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 (in thousands, except per share amounts): Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Net income available to common stockholders $ 196,919 $ 256,804 $ 446,734 $ 386,500 Depreciation and amortization 647,849 605,570 1,256,784 1,186,634 Depreciation of furniture, fixtures and equipment (604) (610) (1,142) (1,233) Provisions for impairment of real estate 142,254 87,204 239,672 175,401 Gain on sales of real estate (38,566) (25,153) (61,103) (41,727) Proportionate share of adjustments for unconsolidated entities 9,085 6,380 15,340 11,054 FFO adjustments allocable to noncontrolling interests (1,189) (1,062) (2,882) (1,813) FFO available to common stockholders $ 955,748 $ 929,133 $ 1,893,403 $ 1,714,816 FFO allocable to dilutive noncontrolling interests 2,417 1,595 4,842 2,935 Diluted FFO $ 958,165 $ 930,728 $ 1,898,245 $ 1,717,751 FFO available to common stockholders $ 955,748 $ 929,133 $ 1,893,403 $ 1,714,816 Merger, transaction, and other costs, net 331 2,754 610 96,858 Normalized FFO available to common stockholders $ 956,079 $ 931,887 $ 1,894,013 $ 1,811,674 Normalized FFO allocable to dilutive noncontrolling interests 2,417 1,595 4,842 2,935 Diluted Normalized FFO $ 958,496 $ 933,482 $ 1,898,855 $ 1,814,609 FFO per common share, basic and diluted $ 1.06 $ 1.07 $ 2.11 $ 2.01 Normalized FFO per common share, basic and diluted $ 1.06 $ 1.07 $ 2.11 $ 2.12 Distributions paid to common stockholders $ 727,450 $ 676,215 $ 1,439,274 $ 1,312,714 FFO after distributions $ 228,298 $ 252,918 $ 454,129 $ 402,102 Normalized FFO after distributions $ 228,629 $ 255,672 $ 454,739 $ 498,960 Weighted average number of common shares used for FFO and Normalized FFO: Basic 902,966 870,319 897,338 852,621 Diluted 906,398 872,520 900,797 854,806 -49- Table of Contents ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS We define AFFO, a non-GAAP measure, as FFO adjusted for unique revenue and expense items, which we believe are not as pertinent to the measurement of our ongoing operating performance. We define diluted AFFO as AFFO adjusted for dilutive noncontrolling interests. The following summarizes our AFFO (in millions, except per share data): Three months ended June 30, Six months ended June 30, 2025 2024 % Change 2025 2024 % Change AFFO available to common stockholders $ 947.5 $ 921.1 2.9 % $ 1,897.2 $ 1,783.9 6.4 % AFFO per common share (1) $ 1.05 $ 1.06 (0.9) % $ 2.11 $ 2.09 1.0 % (1) All per share amounts are presented on a diluted per common share basis. We consider AFFO to be an appropriate supplemental measure of our performance. Most companies in our industry use a similar measurement, but they may use the term “CAD” (for Cash Available for Distribution), “FAD” (for Funds Available for Distribution) or other terms. Our AFFO calculations may not be comparable to AFFO, CAD or FAD reported by other companies, and other companies may interpret or define such terms differently than we do. 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. -50- Table of Contents The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S. GAAP measure) to Normalized FFO and AFFO. 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 (in thousands, except per share amounts). Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications had no impact on previously reported AFFO. Three months ended June 30, Six months ended June 30, 2025 2024 2025 2024 Net income available to common stockholders $ 196,919 $ 256,804 $ 446,734 $ 386,500 Cumulative adjustments to calculate Normalized FFO (1) 759,160 675,083 1,447,279 1,425,174 Normalized FFO available to common stockholders 956,079 931,887 1,894,013 1,811,674 Debt-related non-cash items: Amortization of net debt discounts and deferred financing costs 8,257 799 14,890 2,196 Amortization of acquired interest rate swap value (2) 3,555 3,710 7,266 6,514 Capital expenditures from operating properties: Leasing costs and commissions (1,985) (2,129) (2,865) (3,056) Recurring capital expenditures (221) (52) (240) (52) Other non-cash items: 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 Straight-line rent and expenses, net (30,226) (47,587) (74,038) (92,447) Amortization of above and below-market leases, net 6,287 13,806 21,613 28,080 Deferred tax expense 413 — 309 — Proportionate share of adjustments for unconsolidated entities (1,678) (538) (1,641) 382 Other adjustments (4) (2,209) 4,657 3,611 3,589 AFFO available to common stockholders $ 947,491 $ 921,074 $ 1,897,207 $ 1,783,945 AFFO allocable to dilutive noncontrolling interests 2,401 1,587 4,802 2,946 Diluted AFFO $ 949,892 $ 922,661 $ 1,902,009 $ 1,786,891 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 AFFO after distributions $ 220,041 $ 244,859 $ 457,933 $ 471,231 Weighted average number of common shares used for AFFO: Basic 902,966 870,319 897,338 852,621 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 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. (3) Credit losses primarily relate to the impairment of financing receivables. (4) Includes non-cash foreign currency losses (gains) from remeasurement to USD, mark-to-market adjustments on investments and derivatives that are non-cash in nature, obligations related to financing lease liabilities, and adjustments allocable to noncontrolling interests. PROPERTY PORTFOLIO INFORMATION 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. In addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients' gross sales above a specified level. We define total portfolio annualized base rent as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables, as of the balance sheet date, multiplied by 12, excluding percentage rent, interest income on loans and preferred equity investments, and including our pro rata share of such revenues from properties owned by unconsolidated joint ventures. We believe total portfolio annualized base rent is a useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter. Total portfolio annualized base rent has not been reduced to reflect reserves recorded as adjustments to U.S. GAAP rental revenue in the periods presented. Top 20 Industry Concentrations We are engaged in a single business activity, which is the leasing of property to clients, generally on a net basis. That business activity spans various geographic boundaries and includes property types and clients engaged in various industries. Even though we have a single segment, we believe our investors continue to view diversification as a key component of our investment philosophy and so we believe it remains important to present certain information regarding our property portfolio classified according to the business of the respective clients, expressed as a percentage of our total portfolio annualized base rent: Percentage of Total Portfolio Annualized Base Rent by Industry As of June 30, 2025 December 31, 2024 Grocery 10.7% 10.1% Convenience Stores 9.8 10.2 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 Health and Fitness 4.4 4.3 Automotive Service 4.3 4.5 Restaurants-Casual Dining 3.8 4.0 General Merchandise 3.3 3.2 Gaming 3.1 3.2 Home Furnishings 3.0 2.8 Health Care 2.7 2.7 Sporting Goods 2.4 2.3 Apparel Stores 2.4 2.2 Transportation Services 2.3 2.3 Wholesale Clubs 2.2 2.3 Theaters 2.0 2.1 Entertainment 1.9 1.8 Motor Vehicle Dealerships 1.8 1.8 Property Type Composition The following table sets forth certain property type information regarding our property portfolio as of June 30, 2025 (dollars and square footage in thousands): Property Type Number of Properties Leasable Square Feet (1) Annualized Base Rent Percentage of Annualized Base Rent Retail 14,967 217,102 $ 4,129,062 79.9 % Industrial 569 119,989 755,608 14.6 Gaming 2 5,053 162,635 3.1 Other (2) 68 4,190 122,403 2.4 Total 15,606 346,334 $ 5,169,708 100.0 % (1) Represents leasable building square footage and includes our portfolio of unconsolidated joint ventures based on ownership percentage. Excludes 2,962 acres of leased land categorized as agriculture at 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 June 30, 2025: Client Number of Leases Percentage of Portfolio Annualized Base Rent (1) 7-Eleven 825 3.4 % Dollar General 1,762 3.2 Walgreens 400 3.2 Dollar Tree / Family Dollar (2) 1,362 2.9 Life Time Fitness 41 2.1 EG Group 414 2.1 Wynn Resorts 1 2.0 (B&Q) Kingfisher 67 2.0 FedEx 82 1.8 Asda 40 1.6 Sainsbury's 39 1.6 BJ's Wholesale Club 45 1.5 Tesco 27 1.4 Tractor Supply 227 1.3 CVS Pharmacy 210 1.2 MGM (Bellagio) (3) 1 1.1 LA Fitness 63 1.1 Home Depot 40 1.1 AMC Theatres 39 1.0 Walmart / Sam's Club 62 1.0 Total 5,747 36.4 % (1) Amounts for each client are calculated independently; 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 June 30, 2025 (dollars and square footage in thousands): Total Portfolio (1) Expiring Leases Annualized Base Rent Percentage of Annualized Base Rent Year Retail Non-Retail 2025 387 9 $ 73,158 1.4 % 2026 925 50 226,163 4.5 2027 1,628 51 372,462 7.2 2028 1,781 72 421,044 8.1 2029 1,874 49 456,693 8.8 2030 1,224 47 365,375 7.2 2031 755 56 346,748 6.7 2032 1,154 48 321,814 6.2 2033 1,041 27 327,337 6.3 2034 807 32 347,686 6.7 2035 610 23 191,069 3.7 2036 611 24 203,999 3.9 2037 544 23 157,676 3.0 2038 381 24 148,904 2.9 2039 501 7 143,475 2.8 2040-2143 2,060 127 1,066,105 20.6 Total 16,283 669 $ 5,169,708 100.0 % (1) Leases on our multi-client properties are counted separately in the table above. Geographic Diversification The following table sets forth certain geographic information regarding our property portfolio as of June 30, 2025 (square footage in thousands): Location Number of Properties Percent Leased Approximate Leasable Square Feet Percentage of Annualized Base Rent Alabama 501 99 % 6,031 1.7 % Alaska 16 100 623 0.2 Arizona 290 99 4,651 1.8 Arkansas 306 100 3,497 0.9 California 380 99 14,992 4.7 Colorado 204 100 3,937 1.4 Connecticut 59 98 2,664 0.6 Delaware 26 100 283 0.1 Florida 1,080 99 13,582 5.2 Georgia 716 99 11,749 3.5 Hawaii 22 100 48 0.1 Idaho 39 100 402 0.2 Illinois 599 99 14,171 4.2 Indiana 487 99 12,363 2.5 Iowa 123 99 4,353 0.7 Kansas 215 100 5,549 1.0 Kentucky 445 99 7,049 1.5 Louisiana 378 100 5,915 1.6 Maine 113 99 1,396 0.5 Maryland 100 99 4,364 1.2 Massachusetts 217 99 7,885 3.8 Michigan 582 99 8,645 2.6 Minnesota 290 100 5,686 1.6 Mississippi 341 100 5,374 1.1 Missouri 441 98 6,808 1.7 Montana 30 100 401 0.2 Nebraska 88 100 1,339 0.3 Nevada 81 100 4,638 1.8 New Hampshire 70 97 1,307 0.4 New Jersey 156 97 2,819 1.3 New Mexico 148 100 2,206 0.7 New York 377 100 6,848 2.6 North Carolina 489 98 10,182 2.5 North Dakota 26 100 597 0.2 Ohio 837 96 22,585 4.1 Oklahoma 402 97 5,713 1.5 Oregon 41 100 686 0.3 Pennsylvania 368 99 7,419 2.0 Rhode Island 34 100 344 0.2 South Carolina 392 99 6,191 1.7 South Dakota 39 100 603 0.2 Tennessee 577 100 9,854 2.4 Texas 1,872 97 35,734 9.7 Utah 57 100 2,619 0.6 Vermont 19 100 175 0.1 Virginia 423 99 9,242 2.5 Washington 84 100 1,881 0.7 West Virginia 110 100 1,099 0.4 Wisconsin 329 100 8,553 1.8 Wyoming 24 100 195 0.1 Puerto Rico 6 100 59 * U.S. Virgin Islands 1 100 38 * France 28 100 1,407 0.3 Germany 4 100 190 * Ireland 22 100 2,406 0.8 Italy 42 100 2,708 0.8 Poland 3 100 3,551 0.5 Portugal 5 100 142 * Spain 98 100 8,051 1.3 United Kingdom 354 100 32,535 13.6 Total/average 15,606 99 % 346,334 100.0 % • *Less than 0.1% -51- Table of Contents IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS For information on the impact of new accounting standards on our consolidated financial statements, see note 1, Summary of Significant Accounting Policies , to our Consolidated Financial Statements. CRITICAL ACCOUNTING POLICIES Our consolidated financial statements have been prepared in accordance with U.S. GAAP and are the basis for our discussion and analysis of financial condition and results of operations. Preparing our consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. We believe that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. There have been no material changes to the Critical Accounting Policies disclosed in our annual report on Form 10-K for the year ended December 31, 2024. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in note 1, Summary of Significant Accounting Policies and Procedures and New Accounting Standards, to our consolidated financial statements in our annual report.