What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-07 · 291 added, 1035 removed, 895 unchanged (60% of the section changed)

3 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Real estate held for investment, at cost:

24 unchanged sentences

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

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000 shares authorized, 919,893 and 891,511 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

$ 49,034,023 $ 47,451,068

9 unchanged sentences

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

Three months ended June 30,

Six months ended

Three months ended September 30,

Nine months ended

September 30,

2025 2024 2025 2024

19 unchanged sentences

Preferred stock dividends — ( 2,588 ) — ( 7,763 )

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

Net income available to common stockholders $ 315,771 $ 261,781 $ 762,505 $ 648,281

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

Net income, basic and diluted $ 0.35 $ 0.30 $ 0.84 $ 0.75

Weighted average common shares outstanding:

2 unchanged sentences

Net income available to common stockholders $ 315,771 $ 261,781 $ 762,505 $ 648,281

Other comprehensive income:

Other comprehensive (loss) income:

Foreign currency translation adjustment ( 21,950 ) 74,615 77,690 59,797

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

Unrealized gain (loss) on derivatives, net 18,493 ( 46,474 ) ( 23,596 ) ( 30,228 )

Total other comprehensive (loss) income $ ( 3,457 ) $ 28,141 $ 54,094 $ 29,569

Comprehensive income available to common stockholders $ 312,314 $ 289,922 $ 816,599 $ 677,850

3 unchanged sentences

(in thousands) (unaudited)

Three months ended June 30, 2025 and 2024

Three months ended September 30, 2025 and 2024

stock Preferred

6 unchanged sentences

interests Total

Balance, March 31, 2025

Balance, June 30, 2025

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

Net income — — — — 315,771 — 315,771 1,903 317,674

Other comprehensive income — — — — — 22,961 22,961 — 22,961

Other comprehensive loss — — — — — ( 3,457 ) ( 3,457 ) — ( 3,457 )

Distributions paid and payable — — — — ( 740,125 ) — ( 740,125 ) ( 3,020 ) ( 743,145 )

2 unchanged sentences

Share-based compensation, net — — — 7,519 — — 7,519 — 7,519

Balance, June 30, 2025

Balance, September 30, 2025

— $ — 919,893 $ 49,034,023 $ ( 10,075,749 ) $ 92,323 $ 39,050,597 $ 209,624 $ 39,260,221

Balance, March 31, 2024

Balance, June 30, 2024

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

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Contributions by noncontrolling interests — — — — — — — 489 489

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

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

Share-based compensation, net — — ( 5 ) 6,395 — — 6,395 — 6,395

Balance, June 30, 2024

Balance, September 30, 2024

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

Six months ended June 30, 2025 and 2024

Nine months ended September 30, 2025 and 2024

stock Preferred

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Share-based compensation, net — — 286 12,235 — — 12,235 — 12,235

Balance, June 30, 2025

Balance, September 30, 2025

— $ — 919,893 $ 49,034,023 $ ( 10,075,749 ) $ 92,323 $ 39,050,597 $ 209,624 $ 39,260,221

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

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

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

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

Balance, June 30, 2024

Balance, September 30, 2024

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

3 unchanged sentences

(in thousands) (unaudited)

Six months ended June 30,

Nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

26 unchanged sentences

Insurance proceeds received 3,072 2,418

Non-refundable escrow deposits 200 ( 38,750 )

Net cash acquired in merger — 93,683

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Payments on revolving credit facilities and commercial paper programs ( 12,881,370 ) ( 25,079,449 )

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

Principal payment on term loans ( 800,000 ) ( 250,000 )

Proceeds from notes payable issued 2,091,750 2,657,925

3 unchanged sentences

Proceeds from dividend reinvestment and stock purchase plan 8,845 8,814

Redemption of preferred stock — ( 172,510 )

Distributions to noncontrolling interests ( 8,992 ) ( 7,185 )

3 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents 16,577 11,423

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

Net (decrease) increase in cash, cash equivalents and restricted cash ( 52,367 ) 155,702

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

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

Summary of Significant Accounting Policies

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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.

As of September 30, 2025, we owned or held interests in a diversified portfolio of 15,542 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 349.2 million square feet of leasable space.

Basis of Presentation .

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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.

Operating results for the three and nine months ended September 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.

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

At June 30, 2025, we are considered the primary beneficiary of Realty Income, L.P.

As of September 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

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

September 30, 2025 December 31, 2024

Net real estate

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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.

We had $ 8.3 million and $ 3.5 million of net deferred tax liabilities as of September 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.

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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.

We had $ 4.8 million of general allowance as of September 30, 2025.

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

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

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

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

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

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

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

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

Merger, Transaction, and Other Costs, Net.

Merger, transaction, and other costs, net include (i) merger-related transaction costs, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to a merger, (ii) organization costs for potential strategic ventures and business lines, (iii) placement fees incurred in fundraising of U.S.

Private Fund Business (the "Fund"), (iv) corporate facilities lease termination costs, and (v) other costs that do not align with the ongoing operations of our business.

During the three and nine months ended September 30, 2025, we incurred $ 13.3 million and $ 14.0 million, respectively, of merger, transaction, and other costs, net consisting primarily of placement fees incurred in fundraising for the Fund.

During the three and nine months ended September 30, 2024, we incurred $ 8.6 million and $ 105.5 million, respectively, of merger, transaction, and other costs, net consisting primarily of transaction and integration-related costs related to our merger with Spirit Realty Capital, Inc.

("Spirit") and $ 5.1 million for each of the respective periods related to the lease termination of a legacy corporate facility.

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.

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles—Goodwill and Other—Internal-Use Software, which simplifies the capitalization guidance by removing references to software development project stages and further updates so that the guidance considers various software development methods.

The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach.

While we are currently evaluating the impact of this pronouncement, we do not expect it will have a material impact on our consolidated financial statements.

In November 2024, the FASB issued 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.

In December 2023, the FASB issued 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.

We will adopt this ASU prospectively for the period ending December 31, 2025, and it will impact only our disclosures, with no impacts to our financial condition or results of operations.

Merger with Spirit Realty Capital, Inc.

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

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

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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.

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

We incurred $ 0.9 million and $ 1.7 million of merger-related transaction costs during the three and nine months ended September 30, 2025, respectively, primarily related to the resolution of certain contingencies which existed at the date of the Merger.

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

Unaudited Pro Forma Financial Information

The following unaudited pro forma information presents a summary of our combined results of operations for the six months ended June 30, 2024, as if the Merger had occurred on January 1, 2023 (in millions, except per share data).

The following unaudited pro forma information presents a summary of our combined results of operations for the nine months ended September 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

Nine months ended

September 30, 2024

Total revenues $ 3,978.8

1 unchanged sentence

Basic and diluted earnings per share $ 0.88

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.

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

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

Accounts receivable, net, consist of the following at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Straight-line rent receivables, net $ 828,754 $ 694,844

2 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

In-place leases $ 7,579,399 $ 7,347,301

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Other assets, net, consist of the following at:

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Loans receivable, net $ 1,679,710 $ 828,500

Financing receivables, net 1,573,668 1,609,044

Right of use asset - financing leases, net 801,983 653,353

Right of use asset - operating leases, net 603,527 619,350

Value-added tax receivable 145,415 48,075

Prepaid expenses 87,313 63,499

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

Restricted escrow deposits 22,219 36,326

Value-added tax receivable 83,760 48,075

Interest receivable 41,415 16,071

Impounds related to mortgages payable 19,070 14,218

Derivative assets and receivables - at fair value 37,991 47,165

Revolving credit facilities origination costs, net 28,091 7,331

Restricted escrow deposits 23,582 36,326

Corporate assets, net 14,627 12,763

Investment in sales type lease 6,188 6,138

Impounds related to mortgages payable 2,384 14,218

Non-refundable escrow deposits 200 225

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Accounts payable and accrued expenses consist of the following at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Notes payable - interest payable $ 287,885 $ 261,605

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Accrued income taxes 82,804 84,884

Accrued property expenses 71,009 61,118

Value-added tax payable 68,394 26,829

Accrued property expenses 64,794 61,118

Accrued costs on properties under development 42,301 59,602

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Below-market leases $ 2,131,418 $ 2,119,200

2 unchanged sentences

Other liabilities consist of the following at:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Lease liability - operating leases $ 439,741 $ 452,956

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Acquisitions of Real Estate

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

Properties Leasable

(in thousands) Investment

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

Properties Investment

($ in millions) Weighted Average

(Years) Initial Weighted

Average Cash Yield (1)

real estate 108 $ 703.3 15.4

1 unchanged sentence

Total real estate acquisitions 154 $ 2,727.3 10.3

Initial weighted average cash yield (1)

Real estate properties under development

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Total real estate properties under development 95 $ 349.0 15.2

Initial weighted average cash yield (1)

249 $ 3,076.3 10.9

Initial weighted average cash yield (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.

Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $ 3.6 million received as settlement credits as reimbursement of free rent period for the nine months ended September 30, 2025.

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

When the lease does not provide for a fixed rate of return on a property under

development or expansion, the initial weighted average cash yield is computed as follows:

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

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

(2) Our clients occupying the new properties are 77.4 % retail and 22.6 % 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):

Approximately 30 % of the net operating income generated from acquisitions during the nine months ended September 30, 2025 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition.

The aggregate purchase price, including properties acquired through takeout financing and reported in properties under development in the table above, was allocated as follows (in millions):

Acquisitions -

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Other assets (2)

12.1 92.4 7.7

Lease intangible liabilities (3)

1 unchanged sentence

Other liabilities (4)

( 5.4 ) ( 3.2 ) ( 2.0 )

Total $ 816.2 £ 917.4 € 730.6

(1) The weighted average amortization period for acquired lease intangible assets is 8.4 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.

(2) USD-denominated other assets consists of $ 7.3 million of financing receivables allocated to sales-leaseback transactions and $ 4.8 million of right-of-use assets accounted for as finance leases.

Sterling-denominated other assets consists of £ 88.5 million of right-of-use assets accounted for as finance leases, £ 3.0 million of financing receivables allocated to sales-leaseback transactions, and £ 0.9 million of right-of-use assets under long-term ground leases.

Euro-denominated other assets consists entirely of € 7.7 million of right-of-use assets under long-term ground leases.

(3) The weighted average amortization period for acquired lease intangible liabilities is 13.8 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.

(4) USD-denominated other liabilities consists entirely of $ 5.4 million of lease liabilities under financing leases.

Sterling-denominated other liabilities consists primarily of £ 2.2 million of lease liabilities under financing leases and £ 0.7 million of lease liabilities under ground leases.

Euro-denominated other liabilities consists primarily of € 1.8 million of deferred rent on certain below-market leases.

The properties acquired during the nine months ended September 30, 2025 generated total revenue and net income of $ 78.6 million and $ 21.1 million, respectively.

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.

During the nine months ended September 30, 2025, we capitalized costs of $ 88.9 million on existing properties in our portfolio, consisting of $ 84.0 million for building improvements, $ 4.6 million for re-leasing costs, and $ 0.3 million for recurring capital expenditures.

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

Properties with Existing Leases

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

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

The amounts amortized to expense for all of our in-place leases for the nine months ended September 30, 2025 and 2024 were $ 670.6 million and $ 652.8 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.

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):

The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the nine months ended September 30, 2025 and 2024 were $ 12.6 million and $ 26.1 million, respectively.

(decrease) to

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Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

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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):

The following is a summary of our investments in unconsolidated entities as of September 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

Nine months ended September 30,

As of September 30, 2025

September 30, 2025

December 31, 2024

Data Center Joint Venture (2)

80.0 % 2 $ 294,681 $ 299,165 $ 9,229 $ 5,130

Bellagio Las Vegas Joint Venture - Common Equity Interest (3)

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Total investment in unconsolidated entities $ 1,234,092 $ 1,229,699 $ 10,706 $ 5,440

(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.

(1) As of September 30, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $ 8.2 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.

(2) The joint venture with Digital Realty Trust, Inc.

is expanding the capacity of its two data centers for the existing client, and our pro rata share of the estimated costs for this second phase of the development was $ 229.7 million as of September 30, 2025.

(3) During the nine months ended September 30, 2025 and 2024, we recognized interest income of $ 39.4 million and $ 39.5 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 September 30, 2025, all of which was non-recourse to us with limited customary exceptions.

(4) As of September 30, 2025, we held a 95.0 % common equity interest in the joint venture with Trammell Crow Company ("TCC"), with $ 20.1 million in preferred equity.

We have committed to investing an additional $ 134.1 million for development of three industrial facilities.

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Investments in Loans and Financing Receivables

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

June 30, 2025

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

September 30, 2025

Maturity Interest

Principal Amortized Cost Allowance Carrying Amount (2)

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

Senior Secured Notes Receivable (3)(4)

October 2029 - July 2031

8.00 % - SONIA+ 5.75 %

$ 1,249.2 $ 1,239.5 $ ( 22.6 ) $ 1,216.9

2 unchanged sentences

7.50 % - 8.37 %

251.1 251.2 ( 0.1 ) 251.1

Unsecured and Other Loans (7)

1 unchanged sentence

10.25 % - 11.00 %

214.7 214.9 ( 3.2 ) 211.7

Total $ 1,715.0 $ 1,705.6 $ ( 25.9 ) $ 1,679.7

1 unchanged sentence

Maturity Interest

Principal Amortized Cost Allowance Carrying Amount (2)

Rates Principal Amortized Cost Allowance Carrying Amount (2)

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

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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.

(1) As of September 30, 2025, we held three notes that bear variable interests, indexed to Sterling Overnight Indexed Average (“SONIA”).

(2) As of September 30, 2025 and December 31, 2024, the total carrying amount of the investment in loans excluded accrued interest of $ 39.3 million and $ 13.8 million, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets.

(3) In July 2025, we acquired EUR-denominated senior secured notes at par value with a principal amount of € 100.0 million, equivalent to $ 117.4 million as of September 30, 2025.

The interest-only notes mature in July 2031 and bear interest at a fixed rate of 8.00 %.

(4) In July 2025, we acquired GBP-denominated senior secured notes with a principal amount of £ 200.0 million, equivalent to $ 268.8 million as of September 30, 2025.

The interest-only notes mature in November 2030 and bear interest at SONIA plus a margin ranging from 4.50 % to 5.25 %, based on the borrower's leverage ratio, and a credit adjustment spread of 0.11 %.

As of September 30, 2025, the all-in margin was determined to be 5.36 %.

We paid £ 197.0 million for the notes and will amortize the discount over the term of the notes.

(5) In June 2025, we invested £ 121.5 million, equivalent to $ 163.3 million as of September 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.

As of September 30, 2025, the remaining additional funding commitments were £ 20.5 million.

(6) In June 2025, we invested £ 40.3 million, equivalent to $ 54.3 million as of September 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 .

As of September 30, 2025, the remaining additional funding commitments were £ 8.4 million.

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

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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):

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

Carrying Value as of

Maturity June 30, 2025 December 31, 2024

Maturity September 30, 2025 December 31, 2024

Financing receivables, net 2026 - 2050

$ 1,573.7 $ 1,609.0

Total $ 1,573.7 $ 1,609.0

Allowance for Credit Losses

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

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

Loans Receivable Financing Receivable Total

Three months ended June 30, 2025

Allowance for credit losses at March 31, 2025

Three months ended September 30, 2025

Allowance for credit losses as of June 30, 2025

$ 14.8 $ 87.0 $ 101.8

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11.3 0.3 11.6

Write-offs (1)

— ( 31.1 ) ( 31.1 )

Foreign currency remeasurement ( 0.2 ) — ( 0.2 )

Allowance for credit losses at June 30, 2025

Allowance for credit losses as of September 30, 2025

$ 25.9 $ 87.3 $ 113.2

Six months ended June 30, 2025

Allowance for credit losses at December 31, 2024

Nine months ended September 30, 2025

Allowance for credit losses as of December 31, 2024

$ 12.3 $ 99.2 $ 111.5

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Foreign currency remeasurement 0.8 0.1 0.9

Allowance for credit losses at June 30, 2025

Allowance for credit losses as of September 30, 2025

$ 25.9 $ 87.3 $ 113.2

(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.

(1) For the three and nine months ended September 30, 2025, the provisions for credit losses on loans receivable were primarily due to initial expected credit losses on loans acquired during the three months ended September 30, 2025.

For the nine months ended September 30, 2025, the increase in credit losses on financing receivables was largely attributable to deterioration in the creditworthiness of certain clients.

(2) For the nine months ended September 30, 2025, write-offs were related to lease amendments made to facilitate a client's reorganization plan.

Credit Facilities and Commercial Paper Programs

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

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

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

At December 31, 2024, under our previous revolving credit facility, we had an outstanding balance of $ 1.1 billion, including £ 376.0 million GBP and € 572.0 million EUR borrowings.

The weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 4.3 % during the six months ended June 30, 2025.

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

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

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

Under the RI Credit Facilities, our investment grade credit ratings as of September 30, 2025 provide for (i) USD borrowings at Secured Overnight Financing Rate (“SOFR”) plus 0.725 % and (ii) British Pound Sterling ("GBP") borrowings at the SONIA plus 0.725 %, and (iii) EURO ("EUR") borrowings at a benchmark rate selected in accordance with the credit agreement.

A revolving credit facility commitment fee of 0.125 % is payable on the total commitment amount.

The credit agreement also provides flexibility to elect different interest rate tenors or daily rate options for each currency tranche.

As of September 30, 2025, we had a borrowing capacity of $ 2.7 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $ 1.3 billion, including £ 958.0 million GBP and € 31.0 million EUR borrowings.

As of 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 4.4 % during the nine months ended September 30, 2025.

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

As of September 30, 2025, the weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 4.6 %.

As of September 30, 2025, origination costs of $ 21.4 million for RI Credit Facilities are included in 'Other assets, net', as compared to $ 7.3 million related to our previous revolving credit facility as of December 31, 2024, on our consolidated balance sheets.

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

Fund Credit Facilities

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

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

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

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

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

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

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

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

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

In connection with the closing of the RI Credit Facilities, the Fund entered into a newly-established $ 1.38 billion unsecured credit facility, for which we were a guarantor as of September 30, 2025, 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 Credit Facilities”).

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

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

The aggregate amount under the Fund Credit 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 Credit Facilities bear interest at one-month term SOFR plus 0.725 %.

A revolving credit facility commitment fee of 0.125 % is payable on the total commitment amount.

In addition, a commitment fee of 0.20 % is payable on undrawn delayed draw term loan commitments.

As of September 30, 2025, we had a borrowing capacity of $ 1.3 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $ 122.0 million under the unsecured revolving credit facility.

The weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 6.4 % during the nine months ended September 30, 2025.

As of September 30, 2025, the weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.5 %.

As of September 30, 2025, origination costs of $ 6.7 million for the Fund Credit 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.

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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.

As of September 30, 2025, the balance of borrowings outstanding under our commercial paper programs totaled $ 469.4 million, including $ 210.0 million of U.S.

borrowings and € 221.0 million of EUR borrowings, compared to $ 67.3 million outstanding commercial paper borrowings, comprised entirely of € 65.0 million of EUR borrowings, as of December 31, 2024.

The weighted average interest rate on outstanding borrowings under our commercial paper programs was 2.8 % and 4.6 % for the nine months ended September 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.

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Financial Covenants

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

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

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”).

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

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

Pursuant to the agreement, we borrowed an aggregate of $ 800.0 million, $ 300.0 million of which was repaid upon its maturity in August 2025 and $ 500.0 million of which matures in August 2027.

The remaining $ 500.0 million term loan associated with the Merger is subject to interest rate swaps that fixed the effective interest rate at 3.3 %.

We also entered into a separate 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.

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 4.8 % 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.

As of September 30, 2025, we had $ 1.1 billion in multi-currency borrowings, including $ 90.0 million, £ 705.0 million, and € 85.0 million in outstanding borrowings.

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

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.

Deferred financing costs were $ 0.7 million as of September 30, 2025 and are included net of the term loans' principal balance, as compared to $ 2.2 million as of 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.

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

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.

During the nine months ended September 30, 2025, we made $ 44.2 million in principal payments, including the full repayment of three mortgages for $ 42.9 million.

No mortgages were assumed during the nine months ended September 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 September 30, 2025, we were in compliance with these covenants.

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

Properties (1)

2 unchanged sentences

Financing Costs

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

September 30, 2025 14 4.9 % 5.9 % 2.0 $ 38.3 $ ( 0.2 ) $ 38.1

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.

(1) As of September 30, 2025, there were eight mortgages on 14 properties and as of 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):

As of September 30, 2025 and December 31, 2024, all mortgages were at fixed interest rates.

The following table summarizes the maturity of mortgages payable as of September 30, 2025, excluding $ 0.2 million related to unamortized net discounts and deferred financing costs (dollars in millions):

Year of Maturity

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Notes Payable

At June 30, 2025, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated.

As of September 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.

1 unchanged sentence

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

3.875 % Notes due 2025

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June 20, 2031 € 650,000 762,892 —

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

September 30, 2025 December 31, 2024

5.750 % Notes due 2031 (1)

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

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

June 30, 2025 December 31, 2024

5.125 % Notes due 2035

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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):

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

Year of Maturity Principal

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Total $ 25,087.2

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.

As of September 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 6.2 years.

Interest incurred on the notes and bonds was $ 244.0 million and $ 211.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 693.4 million and $ 618.0 million for the nine months ended September 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:

The 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 %;

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

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

As of September 30, 2025, we were in compliance with these covenants.

Note Issuances

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

During the nine months ended September 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

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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.

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

Noncontrolling Interests

As of 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):

As of September 30, 2025, we have 11 entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

The following table represents the change in the carrying value of all noncontrolling interests through September 30, 2025 (in thousands):

Realty Income, L.P.

Other Noncontrolling Interests Total

Carrying value at December 31, 2024

Carrying value as of December 31, 2024

$ 167,803 $ 43,145 $ 210,948

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Allocation of net income 5,260 382 5,642

Carrying value at June 30, 2025

Carrying value as of September 30, 2025

$ 166,399 $ 43,225 $ 209,624

(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.

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

As of September 30, 2025, we are considered the primary beneficiary of Realty Income, L.P.

and other VIEs.

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

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

June 30, 2025

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

September 30, 2025

Hierarchy Level

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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

September 30, 2025 December 31, 2024

Carrying value

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(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.

The estimated fair values of our mortgage loan receivable, unsecured and other loans, private senior secured loans receivable, 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.

The estimated fair values of our publicly-traded 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.

The fair value estimation of secured loans receivable that are not publicly traded similarly incorporates less observable, market-corroborated inputs.

Financial Instruments Measured at Fair Value on a Recurring Basis

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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.

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.

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 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties.

However, as of September 30, 2025 and December 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

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

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Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

Sold 24 24 123 59

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.

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

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

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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.

Further, certain EUR-denominated bonds and borrowings under our revolving credit facilities and term loans may also be 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.

As of September 30, 2025, the total principal amount of foreign currency debt obligations designated as net investment hedges was $ 235.2 million.

Derivatives Not Designated as Hedging Instruments

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

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

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

Derivative Type

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Fair Value - asset (liability)

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

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

7 $ 1,380.0 $ 2,180.0 3.46 % Jan 2026 - Aug 2027 $ 7.1 $ 24.3

Cross-currency swaps - Fair Value

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Foreign currency forwards

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

54 484.8 349.5 (7) Oct 2025 - Jul 2027 ( 9.1 ) 9.3

$ 2,464.8 $ 3,129.5 $ ( 147.6 ) $ ( 46.2 )

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Currency exchange swaps

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

8 $ 2,984.5 $ 1,725.3 (8) Oct 2025 - Dec 2025 $ 25.5 $ 11.8

Cross-currency swaps

5 400.0 – (9) Feb 2029 $ ( 0.3 ) $ —

$ 3,384.5 $ 1,725.3 $ 25.2 $ 11.8

Total of all Derivatives $ 5,849.3 $ 4,854.8 $ ( 122.4 ) $ ( 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.

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

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

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

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

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

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(7) Weighted average forward GBP-USD exchange rate of 1.32 .

(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.

(8) Weighted average exchange rates of 0.87 for EUR-GBP, 1.36 for GBP-USD, and 4.29 for EUR-Polish Zloty.

(9) USD fixed rate of 3.950 % and GBP weighted average fixed rate of 4.392 %.

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

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Derivatives in Cash Flow Hedging Relationships 2025 2024 2025 2024

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Interest rate swaptions 108 640 ( 1,895 ) 2,284

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

Total derivatives in cash flow hedging relationships $ 16,162 $ ( 46,825 ) $ ( 33,601 ) $ ( 33,869 )

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Total derivatives in fair value hedging relationships $ 2,331 $ 351 $ 10,005 $ 3,641

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

Total unrealized gain (loss) on derivatives, net $ 18,493 $ ( 46,474 ) $ ( 23,596 ) $ ( 30,228 )

Derivatives and Non-derivatives in Net Investment Hedging Relationships

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Foreign currency debt 219 ( 2,232 ) ( 20,528 ) ( 2,232 )

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.

Total unrealized loss recorded in foreign currency translation adjustment $ 1,967 $ ( 14,947 ) $ ( 52,767 ) $ ( 3,326 )

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

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

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

2025 2024 2025 2024

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Realized foreign currency and derivative loss, net:

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

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

Gain (loss) on the settlement of undesignated derivatives $ 11,138 $ ( 34,164 ) $ ( 67,447 ) $ ( 54,548 )

(Loss) gain on the settlement of designated derivatives reclassified from AOCI ( 4,759 ) 1,386 ( 9,050 ) 7,872

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

Gain (loss) on the settlement of transactions with third parties 3,310 ( 18 ) 2,808 ( 33 )

Total realized foreign currency and derivative gain (loss), net $ 9,689 $ ( 32,796 ) $ ( 73,689 ) $ ( 46,709 )

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

Gain (loss) on the change in fair value of undesignated derivatives $ 26,523 $ ( 28,915 ) $ 13,402 $ ( 23,369 )

(Loss) gain on remeasurement of certain assets and liabilities ( 39,030 ) 60,039 50,536 72,963

Total unrealized foreign currency and derivative (loss) gain, net $ ( 12,507 ) $ 31,124 $ 63,938 $ 49,594

Total foreign currency and derivative (loss) gain, net $ ( 2,818 ) $ ( 1,672 ) $ ( 9,751 ) $ 2,885

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.

As of September 30, 2025, we owned or held interests in 15,542 properties.

Of the 15,542 properties, 15,205 , or 97.8 %, are single-client properties, and the remainder are multi-client properties.

As of September 30, 2025, 204 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.

As of September 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 September 30, 2025 and 2024 was $ 4.0 million and $ 3.1 million, respectively.

Percentage rent for the nine months ended September 30, 2025 and 2024 was $ 12.6 million and $ 10.8 million, respectively.

Stockholders' Equity

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

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January $ 0.2640 $ 0.2565

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June 0.2685 0.2625

July 0.2690 0.2630

August 0.2690 0.2630

September 0.2690 0.2630

$ 2.4085 $ 2.3350

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

As of September 30, 2025, a distribution of $ 0.2695 per common share was payable and was paid in October 2025.

At-the-Market ("ATM") Program

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

As of June 30, 2025, we had 27.3 million shares remaining for future issuance under our ATM program.

As of September 30, 2025, we had 14.2 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.

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2025 2024 2025 2024

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Net proceeds $ 314.8 $ 266.6 $ 1,561.8 $ 809.9

(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.

(1) During the three and nine months ended September 30, 2025, 13.1 million and 41.3 million shares were sold, respectively.

As of September 30, 2025, 15.1 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $ 58.12 per share.

We currently expect to fully settle forward sale agreements outstanding by December 31, 2025, representing $ 864.2 million in net proceeds, for which the weighted average forward price as of September 30, 2025 was $ 57.17 per share.

Dividend Reinvestment and Stock Purchase Plan ("DRSPP")

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

At June 30, 2025, we had 10.6 million shares remaining for future issuance under our DRSPP program.

As of September 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):

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Common Stock Incentive Plan

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 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.

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 7.7 million and $ 6.4 million during the three months ended September 30, 2025 and 2024, respectively, and $ 21.7 million and $ 22.9 million during the nine months ended September 30, 2025 and 2024, respectively.

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

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Restricted Stock and Restricted Stock Units

During the 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.

During the nine months ended September 30, 2025, we granted a total of 324,459 shares of restricted stock and restricted stock units under the 2021 Plan.

This amount included 32,688 shares granted to the independent members of our Board of Directors in connection with our annual awards in May 2025.

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

As of September 30, 2025, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $ 25.0 million, which is being amortized on a straight-line basis over the service period of each applicable award.

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

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Performance Shares

During the six months ended June 30, 2025, we granted 285,242 performance shares, as well as dividend equivalent rights, to our executive officers.

During the nine months ended September 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.

As of September 30, 2025, the remaining share-based compensation expense related to the performance shares totaled $ 26.0 million.

The performance shares are 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.

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2025 2024 2025 2024

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

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Supplemental disclosures:

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Non-cash activities:

Net (decrease) increase in fair value of derivatives $ ( 143,010 ) $ 62,048

Net decrease in fair value of derivatives $ ( 88,060 ) $ ( 44,050 )

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

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

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

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

September 30, 2025 September 30, 2024

Cash and cash equivalents shown in the consolidated balance sheets $ 417,173 $ 396,956

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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 $ 443,139 $ 447,877

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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):

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

Three months ended June 30,

Three months ended September 30,

Retail $ 892,108 $ 161,040 $ 51,810 $ 1,104,958 $ 844,330 $ 132,123 $ 31,527 $ 1,007,980

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Total revenue $ 1,470,552 $ 1,330,915

Six months ended June 30,

Nine months ended September 30,

Retail $ 2,614,542 $ 454,710 $ 138,416 $ 3,207,668 $ 2,513,959 $ 372,644 $ 98,782 $ 2,985,385

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

No individual client’s revenue represented more than 10% of our total revenue for each of the three and six months ended June 30, 2025 and 2024.

No individual client’s revenue represented more than 10% of our total revenue for each of the three and nine months ended September 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

September 30, 2025 December 31, 2024

Long-lived assets $ 42,442.5 $ 9,083.6 $ 2,649.1 $ 54,175.2 $ 43,186.5 $ 7,485.6 $ 1,617.7 $ 52,289.8

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

At 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 .

As of September 30, 2025, we had $ 796.5 million of commitments under construction contracts related to development projects, which have estimated rental revenue commencement dates between October 2025 and December 2027.

In addition, as of September 30, 2025, we had commitments of $ 40.5 million for tenant improvements, recurring capital expenditures, and non-recurring building improvements .

Subsequent Events

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

In October 2025, we declared a dividend of $ 0.2695 per share to our common stockholders, which will be paid in November 2025.

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.

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;

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.

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

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.

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

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

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

During the three months ended 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

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

Lease expirations (1)

Re-leases to same client (293)

Re-leases to new client (17)

Vacant dispositions (64)

Properties available for lease at June 30, 2025

Six months ended June 30, 2025

Properties available for lease at December 31, 2024

Lease expirations (1)

Re-leases to same client (453)

Re-leases to new client (26)

Vacant dispositions (113)

Properties available for lease at June 30, 2025

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

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

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

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

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

Impact of Inflation

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

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

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

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

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

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

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

Impact of Real Estate and Capital Markets

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

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

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

Impact of Current Macroeconomic Conditions

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

As of 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;

• 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.

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.

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.

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.

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

Limitation on incurrence of total debt

< 60% of adjusted assets

Limitation on incurrence of secured debt

< 40% of adjusted assets

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

Maintenance of total unencumbered assets

> 150% of unsecured debt

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

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

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

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

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

Net income attributable to the Company

interest expense, excluding the amortization of deferred financing costs

provision for taxes

depreciation and amortization

provisions for impairment

pro forma adjustments

gain on sales of real estate

Income available for debt service, as defined

Total pro forma debt service charge

Debt service and fixed charge coverage ratio 4.5x

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

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

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.

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.

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

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

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

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

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

Number of Properties 2025 2024 Change

Properties acquired during 2025 & 2024

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

Same store rental revenue (1)

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

Constant currency adjustment (2)

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

Properties sold during and prior to 2025

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

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

Vacant rents, development and other (3)

439 68,241 64,939 3,302

Other excluded revenue (4)

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

Spirit rental revenue (5)

N/A — (47,047) 47,047

Revenue from unconsolidated entities (6)

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

Revenue attributable to noncontrolling interests (7)

N/A 3,632 3,583 49

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

(1) The same store rental revenue percentage increased by 1.1% 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.

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

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.

The following summarizes our total expenses (in thousands):

Three months ended

June 30, Six months ended

2025 2024 Change 2025 2024 Change

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

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.

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

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.

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

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

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 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.

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.

NON-GAAP FINANCIAL MEASURES

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate ("Adjusted EBITDA re ")

Nareit established an EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDA re ) it believed would provide investors with a consistent measure to help make investment decisions among REITs.

Our definition of “Adjusted EBITDA re ” is generally consistent with the Nareit definition, other than our adjustment to remove foreign currency and derivative gain and loss and merger, transaction, and other costs, net.

We define Adjusted EBITDA re , a non-GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) provisions for impairment, (v) merger, transaction, and other costs, net, (vi) gain on sales of real estate, (vii) foreign currency and derivative gain and loss, net, and (viii) our proportionate share of adjustments from unconsolidated entities.

Our Adjusted EBITDA re may not be comparable to Adjusted EBITDA re reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDA re differently than we do.

Management believes Adjusted EBITDA re to be a meaningful measure of a REIT’s performance because it provides a view of our operating performance, analyzes our ability to meet interest payment obligations before the effects of income tax, depreciation and amortization expense, provisions for impairment, gain on sales of real estate and other items, as defined above, that affect comparability, including the removal of non-recurring and non-cash items that industry observers believe are less relevant to evaluating the operating performance of a company.

In addition, EBITDA re is widely followed by industry analysts, lenders, investors, rating agencies, and others as a means of evaluating the operational cash generating capacity of a company prior to servicing debt obligations.

Management also believes the use of an annualized quarterly Adjusted EBITDA re metric, which we refer to as Annualized Adjusted EBITDA re , is meaningful because it represents our current earnings run rate for the period presented.

Annualized Adjusted EBITDA re and Annualized Pro Forma Adjusted EBITDA re , as defined below, are also used to determine the vesting of performance share awards granted to executive officers.

Annualized Adjusted EBITDA re should be considered along with, but not as an alternative to net income as a measure of our operating performance.

We define Annualized Pro Forma Adjusted EBITDA re as Annualized Adjusted EBITDA re , subject to certain adjustments to incorporate Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, and include transaction accounting adjustments in accordance with U.S.

GAAP, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable period.

Our calculation includes all adjustments consistent with the requirements to present Adjusted EBITDA re on a pro forma basis in accordance with Article 11 of Regulation S-X.

The Annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes.

We believe Annualized Pro Forma Adjusted EBITDA re is a useful non-GAAP supplemental measure, as it excludes investments that were no longer owned at the balance sheet date and includes the annualized rent from investments acquired during the quarter.

Management also uses our ratios of Net Debt/Annualized Adjusted EBITDA re, Net Debt/Annualized Pro Forma Adjusted EBITDA re, Net Debt and Preferred Stock/Annualized Adjusted EBITDA re, and Net Debt and Preferred Stock/Annualized Pro Forma Adjusted EBITDA re as measures of leverage in assessing our financial performance, which is calculated as net debt (which we define as total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents), divided by annualized quarterly Adjusted EBITDA re and annualized Pro Forma Adjusted EBITDA re , respectively.

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

GAAP measure) to Adjusted EBITDA re and Annualized Pro Forma EBITDA re calculations for the periods indicated below (dollars in thousands):

Three months ended

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

Cash and cash equivalents (800,447) (442,820)

$ 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

Net Debt/Annualized Pro Forma Adjusted EBITDA re

Net Debt and Preferred Stock/ Annualized Adjusted EBITDA re

Net Debt and Preferred Stock/ Annualized Pro Forma Adjusted EBITDA re

(1) We calculate Annualized Adjusted EBITDA re by multiplying the Quarterly Adjusted EBITDA re by four.

(2) Net Debt is total debt per our consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents.

As described above, the Annualized Pro Forma Adjustments, which include transaction accounting adjustments in accordance with U.S.

GAAP, consist of adjustments to incorporate the Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the 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

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

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

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.

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

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

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

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.

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

GAAP measure) to Normalized FFO and AFFO.

Certain prior period amounts have been reclassified to conform to the current period presentation.

These reclassifications had no impact on previously reported AFFO.

Three months ended

June 30, Six months ended

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

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

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

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)

Life Time Fitness 41 2.1

EG Group 414 2.1

Wynn Resorts 1 2.0

(B&Q) Kingfisher 67 2.0

Sainsbury's 39 1.6

BJ's Wholesale Club 45 1.5

Tractor Supply 227 1.3

CVS Pharmacy 210 1.2

MGM (Bellagio) (3)

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)

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):

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 *

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%

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.

As of November 3, 2025, we had outstanding forward sale agreements under our ATM program for a total of 17.7 million shares of common stock, representing expected net proceeds of approximately $ 1.0 billion (assuming full physical settlement of such agreements), of which 2.6 million shares were sold in October 2025.

Private Fund Business

We recently launched a perpetual life fund, raising $ 716.0 million of equity commitments from institutional investors.

On October 1, 2025, capital calls of $ 486.4 million were made on these commitments.

Notes Issuance

In October 2025, we issued $ 400.0 million of 3.950 % senior unsecured notes due February 2029 (the "2029 notes") and $ 400.0 million of 4.500 % senior unsecured notes due February 2033 (the "2033 notes").

The public offering price for the 2029 notes was 99.412 % of the principal amount for an effective yield to maturity of 4.143 %, and the public offering price for the 2033 notes was 98.871 % of the principal amount for an effective yield to maturity of 4.685 %.

Interest on the 2029 and the 2033 notes is paid semi-annually.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements