REALTY INCOME CORP 10-Q

Item 1: Financial Statements REALTY INCOME CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) (unaudited) September 30, 2025 December 31, 2024 ASSETS Real estate held for investment, at cost: Land $ 18,126,781 $ 17,320,520 Buildings and improvements 42,921,102 40,974,535 Total real estate held for investment, at cost 61,047,883 58,295,055 Less accumulated depreciation and amortization ( 8,460,230 ) ( 7,381,083 ) Real estate held for investment, net 52,587,653 50,913,972 Real estate and lease intangibles held for sale, net 174,996 94,979 Cash and cash equivalents 417,173 444,962 Accounts receivable, net 1,006,716 877,668 Lease intangible assets, net 5,858,799 6,322,992 Goodwill 4,932,199 4,932,199 Investment in unconsolidated entities 1,234,092 1,229,699 Other assets, net 5,067,354 4,018,568 Total assets $ 71,278,982 $ 68,835,039 LIABILITIES AND EQUITY Distributions payable $ 250,611 $ 238,045 Accounts payable and accrued expenses 930,260 759,416 Lease intangible liabilities, net 1,528,256 1,635,770 Other liabilities 937,877 923,128 Revolving credit facilities and commercial paper 1,915,492 1,130,201 Term loans, net 1,636,711 2,358,417 Mortgages payable, net 38,091 80,784 Notes payable, net 24,781,463 22,657,592 Total liabilities $ 32,018,761 $ 29,783,353 Commitments and contingencies (Note 20) Stockholders’ equity: Common stock and paid in capital, par value $ 0.01 per share, 1,300,000 shares authorized, 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 Distributions in excess of net income ( 10,075,749 ) ( 8,648,559 ) Accumulated other comprehensive income 92,323 38,229 Total stockholders’ equity $ 39,050,597 $ 38,840,738 Noncontrolling interests 209,624 210,948 Total equity $ 39,260,221 $ 39,051,686 Total liabilities and equity $ 71,278,982 $ 68,835,039 The accompanying notes to consolidated financial statements are an integral part of these statements. -2- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands, except per share amounts) (unaudited) Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 REVENUE Rental (including reimbursements) $ 1,386,502 $ 1,271,153 $ 4,037,747 $ 3,764,050 Other 84,050 59,762 223,688 166,793 Total revenue 1,470,552 1,330,915 4,261,435 3,930,843 EXPENSES Depreciation and amortization 631,981 602,339 1,888,765 1,788,973 Interest 294,482 261,261 846,680 748,806 Property (including reimbursements) 106,621 92,154 320,724 281,366 General and administrative 55,039 41,869 148,412 127,781 Provisions for impairment 86,972 96,920 346,924 282,867 Merger, transaction, and other costs, net 13,343 8,610 13,953 105,468 Total expenses 1,188,438 1,103,153 3,565,458 3,335,261 Gain on sales of real estate 49,107 50,563 110,210 92,290 Foreign currency and derivative (loss) gain, net ( 2,818 ) ( 1,672 ) ( 9,751 ) 2,885 Equity in earnings of unconsolidated entities 3,080 5,087 10,706 5,440 Other income, net 10,015 4,739 24,551 16,293 Income before income taxes 341,498 286,479 831,693 712,490 Income taxes ( 23,824 ) ( 15,355 ) ( 63,546 ) ( 46,499 ) Net income 317,674 271,124 768,147 665,991 Net income attributable to noncontrolling interests ( 1,903 ) ( 1,639 ) ( 5,642 ) ( 4,831 ) Net income attributable to the Company 315,771 269,485 762,505 661,160 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: Net income, basic and diluted $ 0.35 $ 0.30 $ 0.84 $ 0.75 Weighted average common shares outstanding: Basic 913,949 870,665 902,935 858,679 Diluted 915,187 872,052 904,010 859,462 Net income available to common stockholders $ 315,771 $ 261,781 $ 762,505 $ 648,281 Other comprehensive (loss) income: Foreign currency translation adjustment ( 21,950 ) 74,615 77,690 59,797 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 The accompanying notes to consolidated financial statements are an integral part of these statements. -3- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY (in thousands) (unaudited) Three months ended September 30, 2025 and 2024 Shares of preferred stock Preferred stock and paid in capital Shares of common stock Common stock and paid in capital Distributions in excess of net income Accumulated other comprehensive income Total stockholders’ equity Non-controlling interests Total equity Balance, 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 loss — — — — — ( 3,457 ) ( 3,457 ) — ( 3,457 ) Distributions paid and payable — — — — ( 740,125 ) — ( 740,125 ) ( 3,020 ) ( 743,145 ) Share issuances, net of costs — — 5,608 317,783 — — 317,783 — 317,783 Contributions by noncontrolling interests — — — — — — — 512 512 Share-based compensation, net — — — 7,519 — — 7,519 — 7,519 Balance, September 30, 2025 — $ — 919,893 $ 49,034,023 $ ( 10,075,749 ) $ 92,323 $ 39,050,597 $ 209,624 $ 39,260,221 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 Net income — — — — 269,485 — 269,485 1,639 271,124 Other comprehensive income — — — — — 28,141 28,141 — 28,141 Distributions paid and payable — — — — ( 691,410 ) — ( 691,410 ) ( 2,740 ) ( 694,150 ) Share issuances, net of costs — — 4,354 269,272 — — 269,272 — 269,272 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, September 30, 2024 — $ — 875,197 $ 46,505,688 $ ( 8,151,359 ) $ 103,463 $ 38,457,792 $ 211,918 $ 38,669,710 Nine months ended September 30, 2025 and 2024 Shares of preferred stock Preferred stock and paid in capital Shares of common stock Common stock and paid in capital Distributions in excess of net income Accumulated other comprehensive income Total stockholders’ equity Non-controlling interests Total equity Balance, December 31, 2024 — $ — 891,511 $ 47,451,068 $ ( 8,648,559 ) $ 38,229 $ 38,840,738 $ 210,948 $ 39,051,686 Net income — — — — 762,505 — 762,505 5,642 768,147 Other comprehensive income — — — — — 54,094 54,094 — 54,094 Distributions paid and payable — — — — ( 2,189,695 ) — ( 2,189,695 ) ( 9,007 ) ( 2,198,702 ) Share issuances, net of costs — — 28,096 1,570,720 — — 1,570,720 — 1,570,720 Contributions by noncontrolling interests — — — — — — — 2,041 2,041 Share-based compensation, net — — 286 12,235 — — 12,235 — 12,235 Balance, September 30, 2025 — $ — 919,893 $ 49,034,023 $ ( 10,075,749 ) $ 92,323 $ 39,050,597 $ 209,624 $ 39,260,221 Balance December 31, 2023 — $ — 752,460 $ 39,629,709 $ ( 6,762,136 ) $ 73,894 $ 32,941,467 $ 165,502 $ 33,106,969 Net income — — — — 661,160 — 661,160 4,831 665,991 Other comprehensive income — — — — — 29,569 29,569 — 29,569 Distributions paid and payable — — — — ( 2,045,267 ) — ( 2,045,267 ) ( 7,438 ) ( 2,052,705 ) Share issuances, net of costs — — 14,073 818,724 — — 818,724 — 818,724 Shares issued with merger 6,900 167,394 108,308 6,043,641 — — 6,043,641 — 6,043,641 Contributions by noncontrolling interests — — — — — — — 1,770 1,770 Issuance of common partnership units — — — ( 768 ) — — ( 768 ) 47,253 46,485 Preferred shares redeemed ( 6,900 ) ( 167,394 ) — — ( 5,116 ) — ( 5,116 ) — ( 5,116 ) Share-based compensation, net — — 356 14,382 — — 14,382 — 14,382 Balance, September 30, 2024 — $ — 875,197 $ 46,505,688 $ ( 8,151,359 ) $ 103,463 $ 38,457,792 $ 211,918 $ 38,669,710 The accompanying notes to consolidated financial statements are an integral part of these statements. -4- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Nine months ended September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 768,147 $ 665,991 Adjustments to net income: Depreciation and amortization 1,888,765 1,788,973 Amortization of share-based compensation 21,728 47,671 Non-cash revenue adjustments ( 85,437 ) ( 95,324 ) Amortization of net discounts (premiums) on mortgages payable 211 ( 18 ) Amortization of net discounts (premiums) on notes payable 2,783 ( 3,883 ) Amortization of deferred financing costs 21,057 17,694 Foreign currency and unrealized derivative gain, net ( 26,248 ) ( 33,582 ) Non-cash interest expense 1,968 9,179 Gain on sales of real estate ( 110,210 ) ( 92,290 ) Equity in earnings of unconsolidated entities ( 10,706 ) ( 5,440 ) Distributions on common equity from unconsolidated entities 30,433 15,608 Provisions for impairment 346,924 282,867 Deferred income taxes 4,138 — Change in assets and liabilities Accounts receivable and other assets ( 130,872 ) 40,338 Accounts payable, accrued expenses and other liabilities 68,639 ( 36,471 ) Net cash provided by operating activities 2,791,320 2,601,313 CASH FLOWS FROM INVESTING ACTIVITIES Investment in real estate ( 3,086,544 ) ( 1,611,794 ) Improvements to real estate, including leasing costs ( 82,365 ) ( 85,204 ) Investment in unconsolidated entities ( 23,601 ) ( 57,014 ) Investment in loans ( 807,433 ) ( 377,490 ) Proceeds from sales of real estate 424,206 451,365 Proceeds from note receivable 22,914 51,562 Insurance proceeds received 3,072 2,418 Non-refundable escrow deposits 200 ( 38,750 ) Net cash acquired in merger — 93,683 Net cash used in investing activities ( 3,549,551 ) ( 1,571,224 ) CASH FLOWS FROM FINANCING ACTIVITIES Cash distributions to common stockholders ( 2,177,133 ) ( 1,999,858 ) Cash distributions to preferred stockholders — ( 7,763 ) Borrowings on revolving credit facilities and commercial paper programs 13,513,413 24,698,502 Payments on revolving credit facilities and commercial paper programs ( 12,881,370 ) ( 25,079,449 ) Principal payment on term loans ( 800,000 ) ( 250,000 ) Proceeds from notes payable issued 2,091,750 2,657,925 Principal payment on notes payable ( 500,000 ) ( 849,999 ) Principal payments on mortgages payable ( 44,213 ) ( 626,321 ) Proceeds from common stock offerings, net 1,561,854 809,910 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 ) Debt issuance costs ( 65,195 ) ( 59,285 ) Other items, including shares withheld upon vesting ( 9,672 ) ( 8,591 ) Net cash provided by (used in) financing activities 689,287 ( 885,810 ) Effect of exchange rate changes on cash and cash equivalents 16,577 11,423 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 Cash, cash equivalents and restricted cash, end of period $ 443,139 $ 447,877 For supplemental disclosures, see note 18 , S upplemental Disclosures of Cash Flow Information . The accompanying notes to consolidated financial statements are an integral part of these statements. -5- Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2025 (unaudited) 1. Summary of Significant Accounting Policies Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P 500 company founded in 1969. Our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”. As of 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 . These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Intercompany accounts and transactions are eliminated in consolidation. The U.S. dollar ("USD") is our reporting currency. Unless otherwise indicated, all dollar amounts are expressed in USD. For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into USD at the time we consolidate those subsidiaries’ financial statements. Generally, assets and liabilities are translated at the exchange rate in effect at the balance sheet date. The resulting translation adjustments are included in 'Accumulated other comprehensive income' ("AOCI") on our consolidated balance sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income statement accounts are translated using the average exchange rate for the period. We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in our functional currency. When the debt is remeasured to the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of income and comprehensive income. In the statement of cash flows, cash flows denominated in foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period, depending on the nature of the cash flow items. In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary to present a fair statement of results for the interim periods presented have been included. Operating results for the three and 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. Principles of Consolidation. These consolidated financial statements include the accounts of Realty Income and all other entities in which we have a controlling financial interest. We evaluate whether we have a controlling financial interest in an entity in accordance with Accounting Standards Codification ("ASC") 810, Consolidation. Voting interest entities ("VOEs") are entities considered to have sufficient equity at risk and which the equity holders have the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have a controlling financial interest, which we typically have through holding of a majority of the entity’s voting equity interests. Variable interest entities ("VIEs") are entities that lack sufficient equity at risk or where the equity holders either do not have the obligation to absorb losses, do not have the right to receive residual returns, do not have the right to make decisions about the entity’s activities, or some combination of the above. A controlling financial interest in a VIE is present when an entity has a variable interest, or a combination of variable interests, that provides the entity with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. An entity that meets both conditions above is deemed the primary beneficiary and consolidates the VIE. We reassess our initial evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances. -6- Table of Contents 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 as of September 30, 2025 and December 31, 2024 (in thousands): September 30, 2025 December 31, 2024 Net real estate $ 3,122,906 $ 2,882,135 Total assets $ 3,595,766 $ 3,461,843 Total liabilities $ 132,815 $ 131,096 The portion of a consolidated entity not owned by us is recorded as a noncontrolling interest. Noncontrolling interests are reflected on our consolidated balance sheets as a component of equity. Noncontrolling interests that were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of the date of the transaction (see note 11, Noncontrolling Interests ). Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes. We have elected to be taxed as a real estate investment trust ("REIT"), under the Internal Revenue Code of 1986, as amended. We believe we have qualified and continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income. Assuming our dividends equal or exceed our taxable net income in the U.S., we generally will not be required to pay U.S. income taxes on such income. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements, except for federal income taxes of our taxable REIT subsidiaries ("TRS"). A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. Our use of TRS entities enables us to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. We are liable for taxes in our applicable international territories and have made the appropriate provisions in those territories. Therefore, the income taxes recorded in our consolidated statements of income and comprehensive income represent amounts for U.S. income taxes on our TRS entities, city and state income and franchise taxes, as well as income taxes for the applicable international territories. We recognize deferred income tax in our taxable subsidiaries, including certain international jurisdictions. Deferred income tax assets and liabilities are generally the result of temporary differences between book and tax accounting, such as timing differences caused by different useful lives used for depreciation. We provide for a valuation allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be realized. We had $ 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. We regularly analyze our various international, federal and state filing positions and only recognize the income tax effect in our financial statements when certain criteria regarding uncertain income tax positions have been met. We believe that our income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain tax positions have been recorded on our consolidated financial statements. Lease Revenue Recognition and Accounts Receivable. The majority of our leases are accounted for as operating leases. Under this method, leases that have fixed and d eterminable rent increases are recognized on a straight-line basis over the lease term. Any rental revenue contingent upon a client’s sales, or percentage rent, is recognized only after such client exceeds its sales breakpoint. Rental increases based upon changes in the consumer price indices are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements. Contractually obligated rental revenue from our clients for recoverable real estate taxes and operating expenses are included in contractually obligated reimbursements by our clients, a component of rental revenue, in the period when such costs are incurred. Taxes and operating expenses paid directly by our clients are recorded on a net basis. -7- Table of Contents Other revenue includes certain property-related revenue not included in rental revenue and interest income recognized on financing receivables for certain leases with above-market terms. We assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under ASC 842, Leases . We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends and other facts and circumstances related to the applicable clients. If we conclude the collection of substantially all of lease payments under a lease is less than probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental revenue, and no further operating lease receivables are recorded for that lease until such future determination is made that substantially all lease payments under that lease are now considered probable. If we subsequently conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease receivables previously written off is recognized. In addition to the client-specific collectability assessment conducted, we may also recognize a general allowance, as a reduction to rental revenue, for our operating lease receivables which are not expected to be fully collectible. We had $ 4.8 million of general allowance as of September 30, 2025. There was no general allowance as of December 31, 2024. Loans Receivable . Our acquired loans are classified as held for investment and are carried at their amortized cost basis. Interest income on loans receivable is recognized using a method that approximates the effective-interest method and is presented within 'Other' revenue in our consolidated statements of income and comprehensive income. Direct costs associated with originating loans, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the loan using the effective interest method. When management identifies the full recovery of the contractually specified payments of principal and interest of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status. We have made an accounting policy election to record accrued interest on our loan portfolio separate from our loan receivable and other lending investments. These loans and the related interest receivable are presented in 'Other assets, net' on our consolidated balance sheets. Financing Receivables. For properties we acquire that qualify as sale-leaseback transactions and for which the purchase price is in excess of the fair value of the real estate acquired, the difference is accounted for as financing receivables, presented within 'Other assets, net' on our consolidated balance sheets. Rent payments are allocated between rental income and the financing receivable. Interest income on the financing receivable is recognized using the interest rate implicit in the leaseback and presented within 'Other' revenue in our consolidated statements of income and comprehensive income. Allowance for Credit Losses . The allowance for credit losses, which is recorded as a reduction to loans receivable and financing receivable within 'Other assets, net' on our consolidated balance sheets, is measured using a probability of default method based on our clients' respective credit ratings, our historical experience, and the expected value of the underlying collateral upon its repossession. If we determine a financing receivable no longer shares risk characteristics with other financing receivables in the pool, we evaluate the financing receivable for expected credit losses on an individual basis. Included in our model are factors that incorporate forward-looking information. Changes in our allowance for credit losses are presented in 'Provisions for impairment' in our consolidated statements of income and comprehensive income. For further details, see note 6, Investments in Loans and Financing Receivables. 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. -8- Table of Contents Recent Accounting Standards Not Yet Adopted. 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 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 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. 2. 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. The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value. The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data): Shares of Spirit common stock exchanged (1) 142,136,567 Exchange Ratio 0.762 Shares of Realty Income common stock issued 108,308,064 Opening price of Realty Income common stock on January 23, 2024 $ 55.80 Fair value of Realty Income common stock issued to the former holders of Spirit common stock $ 6,043,590 Shares of Realty Income Series A Preferred Stock issued in exchange for Spirit Series A Preferred Stock (2) 6,900,000 Opening price of Realty Income Series A Preferred Stock on January 23, 2024 $ 24.26 Fair value of Realty Income Series A Preferred Stock issued to the former holders of Spirit Series A Preferred Stock $ 167,394 Cash paid for fractional shares $ 51 Less: Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (3) $ ( 24,751 ) Consideration transferred $ 6,186,284 (1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the effective time of the Merger (the “Effective Time”) at an Exchange Ratio of 0.762 per share of Spirit common stock. The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (3) below. (2) In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding. (3) Represents the fair value of fully vested Spirit restricted stock and performance share awards that were accelerated and converted into Realty Income common stock at the Effective Time, reflecting the value attributable to post-combination services. Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the date of the Merger. The fair value attributable to pre-combination services was $ 41.7 million and is included in the consideration transferred above. -9- Table of Contents A. Merger-related Transaction Costs 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. B. Unaudited Pro Forma Financial Information The following unaudited pro forma information presents a summary of our combined results of operations for the nine months ended September 30, 2024, 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. Nine months ended September 30, 2024 Total revenues $ 3,978.8 Net income $ 759.4 Basic and diluted earnings per share $ 0.88 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. 3. Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands): A. Accounts receivable, net, consist of the following at: September 30, 2025 December 31, 2024 Straight-line rent receivables, net $ 828,754 $ 694,844 Client receivables, net 177,962 182,824 $ 1,006,716 $ 877,668 B. Lease intangible assets, net, consist of the following at: September 30, 2025 December 31, 2024 In-place leases $ 7,579,399 $ 7,347,301 Above-market leases 2,247,757 2,203,420 Accumulated amortization of in-place leases ( 3,068,084 ) ( 2,487,302 ) Accumulated amortization of above-market leases ( 902,440 ) ( 742,338 ) Other items 2,167 1,911 $ 5,858,799 $ 6,322,992 -10- Table of Contents C. Other assets, net, consist of the following at: 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 Prepaid expenses 87,313 63,499 Value-added tax receivable 83,760 48,075 Interest receivable 41,415 16,071 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 Other items 82,915 56,510 $ 5,067,354 $ 4,018,568 D. Accounts payable and accrued expenses consist of the following at: September 30, 2025 December 31, 2024 Notes payable - interest payable $ 287,885 $ 261,605 Derivative liabilities and payables - at fair value 160,409 81,524 Property taxes payable 109,827 92,440 Accrued income taxes 82,804 84,884 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 Mortgages, term loans, and credit line - interest payable 1,752 4,584 Other items 112,094 86,830 $ 930,260 $ 759,416 E. Lease intangible liabilities, net, consist of the following at: September 30, 2025 December 31, 2024 Below-market leases $ 2,131,418 $ 2,119,200 Accumulated amortization of below-market leases ( 603,162 ) ( 483,430 ) $ 1,528,256 $ 1,635,770 F. Other liabilities consist of the following at: September 30, 2025 December 31, 2024 Lease liability - operating leases $ 439,741 $ 452,956 Rent received in advance and other deferred revenue 357,263 352,334 Lease liability - financing leases 86,250 77,190 Security deposits 37,565 35,594 Other items 17,058 5,054 $ 937,877 $ 923,128 -11- Table of Contents 4. Investments in Real Estate A. Acquisitions of Real Estate Below is a summary of our acquisitions for the nine months ended September 30, 2025 (unaudited): Number of Properties Investment ($ in millions) Weighted Average Lease Term (Years) Acquisitions U.S. real estate 108 $ 703.3 15.4 Europe real estate 46 2,024.0 8.6 Total real estate acquisitions 154 $ 2,727.3 10.3 Initial weighted average cash yield (1) 7.1 % Real estate properties under development U.S. real estate 81 $ 213.7 16.6 Europe real estate 14 135.3 13.0 Total real estate properties under development 95 $ 349.0 15.2 Initial weighted average cash yield (1) 7.4 % Total (2) 249 $ 3,076.3 10.9 Initial weighted average cash yield (1) 7.1 % (1) The initial weighted average cash yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $ 3.6 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: 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 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 - USD Acquisitions - Sterling Acquisitions - Euro Land $ 119.5 £ 302.3 € 103.9 Buildings and improvements 599.1 424.5 569.9 Lease intangible assets (1) 115.2 109.4 65.9 Other assets (2) 12.1 92.4 7.7 Lease intangible liabilities (3) ( 24.3 ) ( 8.0 ) ( 14.8 ) 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 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) 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. -12- Table of Contents 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. B. Investments in Existing Properties 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. C. Properties with Existing Leases The value of the in-place and above-market leases is recorded to 'Lease intangible assets, net' on our consolidated balance sheets, and the value of the below-market leases is recorded to 'Lease intangible liabilities, net' on our consolidated balance sheets. The values of the in-place leases are amortized as depreciation and amortization expense. The amounts amortized to expense for all of our in-place leases for the 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 nine months ended September 30, 2025 and 2024 were $ 12.6 million and $ 26.1 million, respectively. 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 as of September 30, 2025 (in thousands): Net increase (decrease) to rental revenue Increase to amortization expense 2025 $ ( 10,004 ) $ 202,412 2026 ( 41,527 ) 735,289 2027 ( 40,374 ) 622,389 2028 ( 31,336 ) 526,342 2029 ( 27,459 ) 451,826 Thereafter 333,639 1,973,057 Total $ 182,939 $ 4,511,315 D. Gain on Sales of Real Estate The following table summarizes our properties sold during the periods indicated below (dollars in millions): Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Number of properties 140 92 268 214 Net sales proceeds $ 214.8 $ 249.5 $ 424.2 $ 451.4 Gain on sales of real estate $ 49.1 $ 50.6 $ 110.2 $ 92.3 -13- Table of Contents 5. Investments in Unconsolidated Entities 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 Nine months ended September 30, As of September 30, 2025 September 30, 2025 December 31, 2024 2025 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) 21.9 % 1 258,813 274,057 1,477 ( 1,523 ) Bellagio Las Vegas Joint Venture - Preferred Equity Interest (3) n/a n/a 650,000 650,000 — — Passport Park Joint Venture (4) 95.0 % 3 30,598 6,477 — — Industrial Partnerships n/a n/a — — — 1,833 Total investment in unconsolidated entities $ 1,234,092 $ 1,229,699 $ 10,706 $ 5,440 (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) 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. We are not the primary beneficiary of this VIE because significant activities affecting economic performance are shared. TCC is the managing member, and we do not have substantive kick-out rights. We will continuously evaluate whether we are the primary beneficiary as power to direct significant activities can change during the joint venture's life. Our maximum loss exposure is limited to our common and preferred equity investments and committed funding . -14- Table of Contents 6. Investments in Loans and Financing Receivables A. Loans 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 Rates (1) Principal Amortized Cost Allowance Carrying Amount (2) 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 Mortgage Loans (5)(6) June 2028 - September 2038 7.50 % - 8.37 % 251.1 251.2 ( 0.1 ) 251.1 Unsecured and Other Loans (7) December 2026 - December 2028 10.25 % - 11.00 % 214.7 214.9 ( 3.2 ) 211.7 Total $ 1,715.0 $ 1,705.6 $ ( 25.9 ) $ 1,679.7 December 31, 2024 Maturity Interest Rates Principal Amortized Cost Allowance Carrying Amount (2) Senior Secured Notes Receivable October 2029 - November 2030 8.125 % - SONIA+ 5.75 % $ 803.7 $ 797.2 $ ( 11.4 ) $ 785.8 Mortgage Loan September 2038 8.37 % 33.5 33.5 — 33.5 Unsecured Loan December 2026 11.00 % 11.0 10.1 ( 0.9 ) 9.2 Total $ 848.2 $ 840.8 $ ( 12.3 ) $ 828.5 (1) As of 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. 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. 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. This interest-only loan bears interest at either a cash rate of 10.25 % or a payment-in-kind rate of 10.75 %. We paid $ 199.8 million for this loan and incurred $ 1.1 million in origination costs. The discount and deferred costs are being amortized over the loan term. B. Financing Receivables The following table presents information about our investments in sale-leaseback transactions accounted for as financing receivables in accordance with ASC 842, Leases, as of September 30, 2025 and December 31, 2024 (dollars in millions): Carrying Value as of 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 -15- Table of Contents C. Allowance for Credit Losses The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable for the three and nine months ended September 30, 2025 (in millions): Loans Receivable Financing Receivable Total Three months ended September 30, 2025 Allowance for credit losses as of June 30, 2025 $ 14.8 $ 87.0 $ 101.8 Provisions for credit losses (1) 11.3 0.3 11.6 Foreign currency remeasurement ( 0.2 ) — ( 0.2 ) Allowance for credit losses as of September 30, 2025 $ 25.9 $ 87.3 $ 113.2 Nine months ended September 30, 2025 Allowance for credit losses as of December 31, 2024 $ 12.3 $ 99.2 $ 111.5 Provisions for credit losses (1) 12.8 19.1 31.9 Write-offs (2) — ( 31.1 ) ( 31.1 ) Foreign currency remeasurement 0.8 0.1 0.9 Allowance for credit losses as of September 30, 2025 $ 25.9 $ 87.3 $ 113.2 (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. 7. Credit Facilities and Commercial Paper Programs A. RI Credit Facilities In April 2025, we entered into new $ 4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $ 4.25 billion unsecured revolving credit facility. Our new revolving credit facilities include (a) a $ 2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $ 2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the “RI Credit Facilities”). The RI Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. The RI Credit Facilities allow us to borrow (a) under the two-year revolving credit facility (i) in up to four currencies (including USD) under a $ 1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $ 500.0 million tranche thereunder, and (b) under the four-year revolving credit facility (i) in up to four currencies (including USD) under a $ 1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $ 500.0 million tranche thereunder. The aggregate capacity of the RI Credit Facilities can be increased to up to $ 5.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments. Under the RI Credit Facilities, our investment grade credit ratings as of 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 %. -16- Table of Contents 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. B. Fund Credit 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. C. Commercial Paper Programs We have a USD-denominated unsecured commercial paper program, under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $ 1.5 billion, as well as a EUR-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $ 1.5 billion (or foreign currency equivalent). Our EUR-denominated unsecured commercial paper program may be issued in USD or various foreign currencies, including but not limited to, EUR, GBP, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to customary terms in the European commercial paper market. The commercial paper ranks pari passu in right of payment with all of our other unsecured senior indebtedness outstanding, exclusive of unexchanged bonds from our merger with VEREIT, Inc. in 2021 and unexchanged Spirit bonds, including borrowings under our revolving credit facilities, our term loans and our outstanding senior unsecured notes (and is structurally subordinated to all our subsidiary debt). Proceeds from commercial paper borrowings are used for general corporate purposes. As of 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. The commercial paper borrowings generally carry a term of less than a year. -17- Table of Contents We regularly review our credit facilities and commercial paper programs and may seek to extend, renew, or replace our credit facilities and commercial paper programs, to the extent we deem appropriate. D. Financial Covenants Our credit facilities are subject to various leverage and interest coverage ratio limitations, and as of September 30, 2025, we were in compliance with the covenants under our credit facilities. 8. Term Loans 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 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 $ 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 September 30, 2025, we were in compliance with the covenants contained in the term loans. 9. Mortgages Payable 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. 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): As Of Number of Properties (1) Weighted Average Stated Interest Rate Weighted Average Effective Interest Rate Weighted Average Remaining Years Until Maturity Remaining Principal Balance Unamortized Discount and Deferred Financing Costs Balance, net Mortgages Payable Balance 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) 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. As of September 30, 2025 and December 31, 2024, all mortgages were at fixed interest rates. -18- Table of Contents 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 Principal 2025 $ 0.4 2026 12.0 2027 22.3 2028 1.3 2029 1.3 Thereafter 1.0 Total $ 38.3 10. Notes Payable A. General 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. The following are sorted by maturity date (in thousands): Maturity Dates Principal (Currency Denomination) Carrying Value (USD) as of September 30, 2025 December 31, 2024 3.875 % Notes due 2025 April 15, 2025 $ 500,000 $ — $ 500,000 4.625 % Notes due 2025 November 1, 2025 $ 549,997 549,997 549,997 5.050 % Notes due 2026 January 13, 2026 $ 500,000 500,000 500,000 0.750 % Notes due 2026 March 15, 2026 $ 325,000 325,000 325,000 4.875 % Notes due 2026 June 1, 2026 $ 599,997 599,997 599,997 4.450 % Notes due 2026 September 15, 2026 $ 299,968 299,968 299,968 4.125 % Notes due 2026 October 15, 2026 $ 650,000 650,000 650,000 1.875 % Notes due 2027 (1) January 14, 2027 £ 250,000 336,045 312,975 3.000 % Notes due 2027 January 15, 2027 $ 600,000 600,000 600,000 3.200 % Notes due 2027 January 15, 2027 $ 299,984 299,984 299,984 1.125 % Notes due 2027 (1) July 13, 2027 £ 400,000 537,672 500,760 3.950 % Notes due 2027 August 15, 2027 $ 599,873 599,873 599,873 3.650 % Notes due 2028 January 15, 2028 $ 550,000 550,000 550,000 3.400 % Notes due 2028 January 15, 2028 $ 599,816 599,816 599,816 2.100 % Notes due 2028 March 15, 2028 $ 449,994 449,994 449,994 2.200 % Notes due 2028 June 15, 2028 $ 499,959 499,959 499,959 4.700 % Notes due 2028 December 15, 2028 $ 400,000 400,000 400,000 4.750 % Notes due 2029 February 15, 2029 $ 450,000 450,000 450,000 3.250 % Notes due 2029 June 15, 2029 $ 500,000 500,000 500,000 4.000 % Notes due 2029 July 15, 2029 $ 399,999 399,999 399,999 5.000 % Notes due 2029 (1) October 15, 2029 £ 350,000 470,463 438,165 3.100 % Notes due 2029 December 15, 2029 $ 599,291 599,291 599,291 3.400 % Notes due 2030 January 15, 2030 $ 500,000 500,000 500,000 4.850 % Notes due 2030 March 15, 2030 $ 600,000 600,000 600,000 3.160 % Notes due 2030 June 30, 2030 £ 140,000 188,185 175,266 4.875 % Notes due 2030 (1) July 6, 2030 € 550,000 645,524 569,415 1.625 % Notes due 2030 (1) December 15, 2030 £ 400,000 537,672 500,760 3.250 % Notes due 2031 January 15, 2031 $ 950,000 950,000 950,000 3.200 % Notes due 2031 February 15, 2031 $ 449,995 449,995 449,995 3.375 % Notes due 2031 (1) June 20, 2031 € 650,000 762,892 — -19- Table of Contents Maturity Dates Principal (Currency Denomination) Carrying Value (USD) as of September 30, 2025 December 31, 2024 5.750 % Notes due 2031 (1) December 5, 2031 £ 300,000 403,254 375,570 2.700 % Notes due 2032 February 15, 2032 $ 350,000 350,000 350,000 3.180 % Notes due 2032 June 30, 2032 £ 345,000 463,742 431,906 5.625 % Notes due 2032 October 13, 2032 $ 750,000 750,000 750,000 2.850 % Notes due 2032 December 15, 2032 $ 699,655 699,655 699,655 1.800 % Notes due 2033 March 15, 2033 $ 400,000 400,000 400,000 1.750 % Notes due 2033 (1) July 13, 2033 £ 350,000 470,463 438,165 4.900 % Notes due 2033 July 15, 2033 $ 600,000 600,000 600,000 5.125 % Notes due 2034 February 15, 2034 $ 800,000 800,000 800,000 2.730 % Notes due 2034 May 20, 2034 £ 315,000 423,417 394,348 5.125 % Notes due 2034 (1) July 6, 2034 € 550,000 645,524 569,415 5.875 % Bonds due 2035 March 15, 2035 $ 250,000 250,000 250,000 5.125 % Notes due 2035 April 15, 2035 $ 600,000 600,000 — 3.875 % Notes due 2035 (1) June 20, 2035 € 650,000 762,892 — 3.390 % Notes due 2037 June 30, 2037 £ 115,000 154,581 143,969 6.000 % Notes due 2039 (1) December 5, 2039 £ 450,000 604,881 563,355 5.250 % Notes due 2041 (1) September 4, 2041 £ 350,000 470,463 438,165 2.500 % Notes due 2042 (1) January 14, 2042 £ 250,000 336,045 312,975 4.650 % Notes due 2047 March 15, 2047 $ 550,000 550,000 550,000 5.375 % Notes due 2054 September 1, 2054 $ 500,000 500,000 500,000 Total principal amount $ 25,087,243 $ 22,938,737 Unamortized net discounts and deferred financing costs ( 305,780 ) ( 281,145 ) $ 24,781,463 $ 22,657,592 (1) Interest paid annually. Interest on the remaining senior unsecured notes and bond obligations included in the table is paid semi-annually. The following table summarizes the maturity of our notes and bonds payable as of September 30, 2025, excluding unamortized net discounts, deferred financing costs (dollars in millions): Year of Maturity Principal 2025 $ 550.0 2026 2,375.0 2027 2,373.6 2028 2,499.8 2029 2,419.8 Thereafter 14,869.0 Total $ 25,087.2 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. 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 %; (ii) a limitation on incurrence of any secured debt which would cause our secured debt to total adjusted assets ratio to exceed 40 %; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150 % of our outstanding unsecured debt. As of September 30, 2025, we were in compliance with these covenants. -20- Table of Contents B. Note Issuances 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 5.125 % Notes April 2025 April 2035 $ 600.0 98.37 % 5.337 % 3.375 % Notes June 2025 June 2031 € 650.0 99.57 % 3.456 % 3.875 % Notes June 2025 June 2035 € 650.0 99.55 % 3.930 % C. Note Repayment During the 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. 11. Noncontrolling Interests 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. units (1) Other Noncontrolling Interests Total Carrying value as of December 31, 2024 $ 167,803 $ 43,145 $ 210,948 Contributions — 2,041 2,041 Distributions ( 6,664 ) ( 2,343 ) ( 9,007 ) Allocation of net income 5,260 382 5,642 Carrying value as of September 30, 2025 $ 166,399 $ 43,225 $ 209,624 (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. For further information, see note 1, Summary of Significant Accounting Policies. 12. Fair Value Measurements Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). ASC 820, Fair Value Measurements and Disclosures , sets forth a fair value hierarchy that categorizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. Categorization within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. • Level 1 – Quoted market prices in active markets for identical assets and liabilities • Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other market-corroborated inputs • Level 3 – Inputs that are unobservable and significant to the overall fair value measurement -21- Table of Contents 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 Carrying Value Level 1 Level 2 Level 3 Assets: Loans receivable $ 1,679.7 $ — $ 1,228.5 $ 469.3 Derivative assets 38.0 — 38.0 — Total assets $ 1,717.7 $ — $ 1,266.5 $ 469.3 Liabilities: Mortgages payable $ 38.3 $ — $ — $ 37.9 Notes and bonds payable 25,087.2 — 23,268.8 1,023.0 Derivative liabilities 160.4 — 160.4 — Total liabilities $ 25,285.9 $ — $ 23,429.2 $ 1,060.9 December 31, 2024 Hierarchy Level Carrying Value Level 1 Level 2 Level 3 Assets: Loans receivable $ 828.5 $ — $ 791.4 $ 43.7 Derivative assets 47.2 — 47.2 — Total assets $ 875.7 $ — $ 838.6 $ 43.7 Liabilities: Mortgages payable $ 81.3 $ — $ — $ 80.0 Notes and bonds payable 22,938.7 — 20,665.5 928.0 Derivative liabilities 81.5 — 81.5 — Total liabilities $ 23,101.5 $ — $ 20,747.0 $ 1,008.0 A. Financial Instruments Not Measured at Fair Value on our Consolidated Balance Sheets The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, accounts payable, distributions payable, revolving credit facilities and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature. The aggregate fair value of our term loans approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing. The following table reflects the carrying amounts and estimated fair values of our financial instruments not measured at fair value on our consolidated balance sheets (in millions): September 30, 2025 December 31, 2024 Carrying value Fair value Carrying value Fair value Loans receivable $ 1,679.7 $ 1,697.8 $ 828.5 $ 835.1 Mortgages payable (1) $ 38.3 $ 37.9 $ 81.3 $ 80.0 Notes and bonds payable (1) $ 25,087.2 $ 24,291.7 $ 22,938.7 $ 21,593.5 (1) Excludes non-cash net premiums and discounts, and deferred financing costs. The estimated fair values of our mortgage loan receivable, unsecured and other loans, 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. -22- Table of Contents 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. B. Financial Instruments Measured at Fair Value on a Recurring Basis For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting swaps to manage interest rate risk, and cross-currency swaps, currency exchange swaps, and foreign currency forwards to manage foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, spot and forward rates, as well as option volatility. Derivative fair values also include credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. 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. For more details on our derivatives, see note 13, Derivative Instruments . C. Items Measured at Fair Value on a Non-Recurring Basis Impairment of Real Estate Investments Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments only under certain circumstances, such as when an impairment write-down occurs. Depending on impairment triggering events during the applicable period, impairments are typically recorded for properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent. The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (in millions): Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Carrying value prior to impairment $ 257.5 $ 133.8 $ 708.1 $ 488.7 Less: total provisions for impairment of real estate ( 75.4 ) ( 33.1 ) ( 315.1 ) ( 208.6 ) Carrying value after impairment $ 182.1 $ 100.7 $ 393.0 $ 280.1 Number of properties: Classified as held for sale 60 11 67 13 Classified as held for investment 13 26 82 93 Sold 24 24 123 59 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. Estimating future cash flows is highly subjective and estimates can differ materially from actual results. -23- Table of Contents 13. Derivative Instruments In the normal course of business, our operations are exposed to economic risks from interest rates and foreign currency exchange rates. We may enter into derivative financial instruments to offset these underlying economic risks. Derivatives Designated as Hedging Instruments - Cash Flow Hedges We enter into foreign currency forward contracts to sell GBP and EUR and buy USD to hedge the foreign currency risk associated with interest payments on intercompany loans denominated in GBP and EUR. Forward points on the forward contracts are included in the assessment of hedge effectiveness. We also execute variable-to-fixed interest rate swaps and use interest rate swaption agreements to add stability to interest expense and to manage our exposure to interest rate movements associated with our term loans or forecasted transactions. When it is probable that the forecasted transaction will not occur by the end of the specific time period or within an additional two-month period thereafter, the net derivative instrument gain or loss and any gains and losses that were reported in AOCI pursuant to the hedge of a forecasted transaction are recognized immediately in earnings through the caption entitled 'Interest' in our consolidated statements of income and comprehensive income. Derivatives Designated as Hedging Instruments - Fair Value Hedges Periodically, we enter into and designate fixed-to-floating interest rate swaps to manage interest rate risk by managing our mix of fixed-rate and variable-rate debt. These swaps involve the receipt of fixed-rate amounts for variable interest rate payments over the life of the swaps without exchange of the underlying principal amount. We also designate some of our cross-currency swaps as fair value hedges as we use them to hedge foreign currency risk associated with changes in spot rates on foreign-denominated debt. For these hedging instruments, we have elected to exclude the change in fair value of the cross-currency swaps related to both time value and cross-currency basis spread from the assessment of hedge effectiveness (the "excluded component"). Changes in the fair value of the cross-currency swaps attributable to these excluded components are recorded to other comprehensive income and subsequently recognized in 'Foreign currency and derivative (loss) gain, net' on a systematic and rational basis, as net cash settlements and interest accruals on the respective cross currency swaps occur, over the remaining life of the hedging instruments. Derivatives Designated as Hedging Instruments - Net Investment Hedges To mitigate the foreign currency exchange rate variations associated with our investment in EUR-denominated foreign operations, we may enter into derivative instruments, such as cross-currency swaps that qualify as net investment hedges under the criteria prescribed in accordance with ASC 815-20, Hedging - General . We use the spot method of assessing hedge effectiveness and apply the consistent election to the excluded component by recognizing changes in the fair value of the hedging instruments attributable to the excluded component in the same manner as described above. Any difference between the change in the fair value of the excluded components and the amounts recognized in earnings is reported in other comprehensive income as part of the foreign cumulative translation adjustment. The gain or loss on the portion of the derivative instruments included in the assessment of effectiveness is reported in other comprehensive income as part of the 'Foreign currency translation adjustment' line item, to the extent the relationship is highly effective. If our net investment changes during a reporting period, the hedge relationship will be assessed for whether a de-designation is warranted (only if the hedge notional amount is outside of prescribed tolerance). Further, certain EUR-denominated bonds and borrowings under our revolving credit facilities and term loans may 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 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 We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP and EUR. These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes. As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through the caption entitled 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of income and comprehensive income. -24- Table of Contents 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 Number of Instruments (1) Notional Amount as of Weighted Average Strike Rate (2) Maturity Date (3) Fair Value - asset (liability) as of Derivatives Designated as Hedging Instruments September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024 Interest rate swaps (4) 7 $ 1,380.0 $ 2,180.0 3.46 % Jan 2026 - Aug 2027 $ 7.1 $ 24.3 Cross-currency swaps - Fair Value 3 320.0 320.0 (5) Oct 2032 ( 77.2 ) ( 42.2 ) Cross-currency swaps - Net Investment 3 280.0 280.0 (6) Oct 2032 ( 68.4 ) ( 37.6 ) Foreign currency forwards 54 484.8 349.5 (7) Oct 2025 - Jul 2027 ( 9.1 ) 9.3 $ 2,464.8 $ 3,129.5 $ ( 147.6 ) $ ( 46.2 ) Derivatives not Designated as Hedging Instruments Currency exchange swaps 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 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 %. (6) USD fixed rate of 5.625 % and EUR weighted average fixed rate of 4.716 %. (7) Weighted average forward GBP-USD exchange rate of 1.32 . (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. We have agreements with each of our derivative counterparties containing provisions under which we could be declared in default on our derivative obligations if repayment of our indebtedness is accelerated by the lender due to our default. -25- Table of Contents The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation adjustments in other comprehensive income (in thousands): Three months ended September 30, Nine months ended September 30, Derivatives in Cash Flow Hedging Relationships 2025 2024 2025 2024 Interest rate swaps $ ( 1,172 ) $ ( 30,051 ) $ ( 13,313 ) $ ( 18,206 ) Foreign currency forwards 17,226 ( 17,414 ) ( 18,393 ) ( 17,947 ) Interest rate swaptions 108 640 ( 1,895 ) 2,284 Total derivatives in cash flow hedging relationships $ 16,162 $ ( 46,825 ) $ ( 33,601 ) $ ( 33,869 ) Derivatives in Fair Value Hedging Relationships Cross-currency swaps - Fair Value $ 2,331 $ 351 $ 10,005 $ 3,641 Total derivatives in fair value hedging relationships $ 2,331 $ 351 $ 10,005 $ 3,641 Total unrealized gain (loss) on derivatives, net $ 18,493 $ ( 46,474 ) $ ( 23,596 ) $ ( 30,228 ) Derivatives and Non-derivatives in Net Investment Hedging Relationships Cross-currency swaps - Net Investment $ 1,748 $ ( 12,715 ) $ ( 32,239 ) $ ( 1,094 ) Foreign currency debt 219 ( 2,232 ) ( 20,528 ) ( 2,232 ) 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): Three months ended September 30, Nine months ended September 30, Derivatives in Cash Flow Hedging Relationships Location of (Decrease) Increase Recognized in Income 2025 2024 2025 2024 Interest rate swaps Interest $ 2,262 $ 8,316 $ 8,454 $ 25,836 Foreign currency forwards Foreign currency and derivative (loss) gain, net ( 4,758 ) 739 ( 10,480 ) 4,419 Interest rate swaptions Interest 51 82 236 ( 827 ) Total derivatives in cash flow hedging relationships $ ( 2,445 ) $ 9,137 $ ( 1,790 ) $ 29,428 Derivatives in Fair Value Hedging Relationships Cross-currency swaps - Fair Value Foreign currency and derivative (loss) gain, net $ 22 $ 98 $ ( 107 ) $ 1,097 Total derivatives in fair value hedging relationships $ 22 $ 98 $ ( 107 ) $ 1,097 Derivatives in Net Investment Hedging Relationships Cross-currency swaps - Net Investment (excluded component) Foreign currency and derivative (loss) gain, net $ 482 $ 549 $ 1,294 $ 2,356 Total derivatives in net investment hedging relationships $ 482 $ 549 $ 1,294 $ 2,356 Net (decrease) increase to net income $ ( 1,941 ) $ 9,784 $ ( 603 ) $ 32,881 We expect to reclassify $ 5.9 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 9.7 million from AOCI as an increase to foreign currency gain relating to foreign currency forwards within the next twelve months. -26- Table of Contents The following table details our foreign currency and derivative (loss) gain, net included in income (in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 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 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 14. Lessor Operating Leases 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. 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. 15. Stockholders' Equity A. Common Stock We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for the periods indicated below: Nine months ended September 30, Month 2025 2024 January $ 0.2640 $ 0.2565 February 0.2640 0.2565 March 0.2680 0.2565 April 0.2685 0.2570 May 0.2685 0.2570 June 0.2685 0.2625 July 0.2690 0.2630 August 0.2690 0.2630 September 0.2690 0.2630 Total $ 2.4085 $ 2.3350 As of September 30, 2025, a distribution of $ 0.2695 per common share was payable and was paid in October 2025. -27- Table of Contents B. At-the-Market ("ATM") Program Under our current ATM program, we may offer and sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices. Upon settlement, subject to certain exceptions, we may elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which cases we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. As of 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. The following table outlines common stock issuances pursuant to our ATM programs (dollars in millions, shares in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Shares of common stock issued under the ATM program (1) 5,557 4,309 27,938 13,913 Gross proceeds $ 319.7 $ 268.4 $ 1,580.4 $ 815.3 Sales agents' commissions and other offering expenses ( 4.9 ) ( 1.8 ) ( 18.6 ) ( 5.4 ) Net proceeds $ 314.8 $ 266.6 $ 1,561.8 $ 809.9 (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. C. Dividend Reinvestment and Stock Purchase Plan ("DRSPP") Our DRSPP provides our common stockholders with a convenient and economical method of purchasing our common stock and reinvesting their distributions. It also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26.0 million common shares to be issued. 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): Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Shares of common stock issued under the DRSPP program 51 44 158 159 Gross proceeds $ 2.9 $ 2.6 $ 8.8 $ 8.8 -28- Table of Contents 16. Common Stock Incentive Plan The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 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. The issuance is excluded from the sections below, as the awards were not granted under the Realty Income 2021 Incentive Award Plan (the "2021 Plan"). The aggregate fair value of fully vested Spirit awards converted into Realty Income common stock was $ 66.5 million, of which i.) $ 41.7 million related to pre-combination services and is included in the consideration transferred in the merger and ii.) $ 24.8 million of expense was recognized in January 2024 in merger, transaction, and other costs, net related to the value attributable to post-combination services. For more details, please see note 2, Merger with Spirit Realty Capital, Inc. A. Restricted Stock and Restricted Stock Units During the 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. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and conditions of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares. B. Performance Shares During the 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 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. -29- Table of Contents 17. Net Income per Common Share The following is a reconciliation of the denominator of the basic net income per common share computation to the denominator of the diluted net income per common share computation (shares in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Weighted average shares used for the basic net income per share computation 913,949 870,665 902,935 858,679 Incremental shares from share-based compensation 794 525 701 442 Dilutive effect of forward ATM offerings 444 862 374 341 Weighted average shares used for diluted net income per share computation 915,187 872,052 904,010 859,462 Unvested shares from share-based compensation that were anti-dilutive 17 72 17 151 Weighted average partnership common units convertible to common shares that were anti-dilutive 2,682 1,922 2,682 1,838 Weighted average forward ATM offerings that were anti-dilutive — 488 23 477 18. Supplemental Disclosures of Cash Flow Information The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands): Nine months ended September 30, 2025 2024 Supplemental disclosures: Cash paid for interest $ 810,632 $ 732,123 Cash paid for income taxes $ 67,050 $ 29,818 Non-cash activities: 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. $ — $ 47,253 The following table provides a reconciliation of 'Cash and cash equivalents' reported on our consolidated balance sheets to the total of the cash, cash equivalents, and restricted cash reported within our consolidated statements of cash flows (in thousands): September 30, 2025 September 30, 2024 Cash and cash equivalents shown in the consolidated balance sheets $ 417,173 $ 396,956 Restricted escrow deposits (1) 23,582 37,317 Impounds related to mortgages payable (1) 2,384 13,604 Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 443,139 $ 447,877 (1) Included within 'Other assets, net' on our consolidated balance sheets (see note 3, Supplemental Detail for Certain Components of Consolidated Balance Sheets ). These amounts consist of cash that we are legally entitled to, but that is not immediately available to us. As a result, these amounts were considered restricted as of the dates presented. -30- Table of Contents 19. Segment and Geographic Information A. Segment Information Our business is characterized as primarily owning and leasing commercial properties under long-term, net lease agreements (whereby clients are responsible for property taxes, insurance and maintenance costs), and these economic characteristics are similar across various property types, geographic locations, and industries in which our clients operate. Our chief operating decision maker ("CODM") is our President, Chief Executive Officer. Information reviewed by our CODM in evaluating performance and allocating resources is primarily operating results and cash flow analysis on a consolidated basis. Therefore, we operate and manage the business in one operating and reportable segment. The CODM assesses performance and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Our significant segment expenses include consolidated expense categories presented in our consolidated statements of income and comprehensive income, as well as additional significant segment expense categories reported within 'Property (including reimbursements)' and 'General and administrative' expense captions, as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Property expenses (excluding reimbursements) $ 24,104 $ 17,806 $ 63,405 $ 53,736 Cash G&A expenses (1) $ 47,320 $ 35,468 $ 126,684 $ 104,861 (1) Represents 'General and administrative' expenses as presented in our consolidated statements of income and comprehensive income, less share-based compensation costs. Other segment items included in consolidated net income consist of 'Gain on sales of real estate' and 'Other income, net', as presented in our consolidated statements of income and comprehensive income. B. Geographic Information The following table disaggregates domestic and international revenue by major asset types and geographic regions (in thousands): Three months ended September 30, 2025 2024 U.S. U.K. Other (1) Total U.S. U.K. Other (1) Total Retail $ 892,108 $ 161,040 $ 51,810 $ 1,104,958 $ 844,330 $ 132,123 $ 31,527 $ 1,007,980 Industrial 193,018 17,574 8,754 219,346 190,034 12,161 — 202,195 Other (2) 61,451 747 — 62,198 60,972 6 — 60,978 Rental (including reimbursements) $ 1,146,577 $ 179,361 $ 60,564 $ 1,386,502 $ 1,095,336 $ 144,290 $ 31,527 $ 1,271,153 Other revenue 84,050 59,762 Total revenue $ 1,470,552 $ 1,330,915 Nine months ended September 30, 2025 2024 U.S. U.K. Other (1) Total U.S. U.K. Other (1) Total Retail $ 2,614,542 $ 454,710 $ 138,416 $ 3,207,668 $ 2,513,959 $ 372,644 $ 98,782 $ 2,985,385 Industrial 586,652 41,819 13,291 641,762 558,267 36,044 — 594,311 Other (2) 185,080 3,237 — 188,317 184,348 6 — 184,354 Rental (including reimbursements) $ 3,386,274 $ 499,766 $ 151,707 $ 4,037,747 $ 3,256,574 $ 408,694 $ 98,782 $ 3,764,050 Other revenue 223,688 166,793 Total revenue $ 4,261,435 $ 3,930,843 (1) Other includes rental revenue generated from all other European countries we operate in. (2) Other includes all other property types in our portfolio. -31- Table of Contents 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): September 30, 2025 December 31, 2024 U.S. U.K. Other (1) Total U.S. U.K. Other (1) Total 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 Remaining assets 17,103.8 16,545.2 Total assets $ 71,279.0 $ 68,835.0 (1) Other includes long-lived assets in all other European countries we operate in. 20. Commitments and Contingencies In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations. 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 . 21 . Subsequent Events A. Dividends In October 2025, we declared a dividend of $ 0.2695 per share to our common stockholders, which will be paid in November 2025. B. ATM Forward Offerings 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. C. 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. D. 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. -32- Table of Contents