REALTY INCOME CORP 10-Q

Item 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q, including the documents incorporated by reference, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this quarterly report, the words “estimated,” “anticipated,” “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plans,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of our business and portfolio including management thereof; our platform; growth strategies, investment pipeline and intentions to acquire or dispose of properties (including geographies, timing, partners, clients and terms); re-leases, re-development and speculative development of properties and expenditures related thereto; operations and results; the announcement of operating results, strategy, plans, and the intentions of management; our share repurchase program; settlement of shares of common stock sold pursuant to forward sale confirmations under our At-the-Market (“ATM”) program; dividends, including the amount, timing and payments of dividends; and macroeconomic and other business trends, including interest rates and trends in the market for long-term leases of freestanding, single-client properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us, which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding); volatility and uncertainty in the credit and financial markets; other risks inherent in the real estate business including our clients' solvency, client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments (including rights of first refusal or rights of first offer), and potential damages from natural disasters; impairments in the value of our real estate assets; volatility and changes in domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to tax laws and rates); property ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which, among other things, may transfer or limit our control of the underlying investments; epidemics or pandemics; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; and the anticipated benefits from mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other arrangements. Additional factors that may cause risks and uncertainties include those risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, including those discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this report and in our other filings with the Securities and Exchange Commission (the "SEC"). Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future plans and performance and speak only as of the date this quarterly report was filed with the SEC. Past operating results and performance are provided for informational purposes and are not a guarantee of future results. There can be no assurance that historical trends will continue. Actual plans and operating results may differ materially from what is expressed or forecasted in this quarterly report and forecasts made in the forward-looking statements discussed in this quarterly report might not materialize. We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made. OVERVIEW Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies ® . Founded in 1969, we serve our clients as a full-service real estate capital provider. As of September 30, 2025, we have a portfolio of over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and seven other countries in Europe. We are known as “The Monthly Dividend Company ® ” and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time. Since our founding, we have declared 664 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats ® index for having increased our dividend for over 30 consecutive years. As of September 30, 2025, we owned or held interests in 15,542 properties, with approximately 349.2 million square feet of leasable space leased to 1,647 clients doing business in 92 separate industries. Of the 15,542 properties in -33- Table of Contents our portfolio as of September 30, 2025, 15,205, or 97.8%, were single-client properties, and the remaining were multi–client properties. Our total portfolio of 15,542 properties as of September 30, 2025 had a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 8.9 years. Total portfolio annualized base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables) on our leases as of September 30, 2025 was $5.22 billion. As of September 30, 2025, approximately 31.5% of our total portfolio annualized base rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies. As of September 30, 2025, our top 20 clients (based on percentage of total portfolio annualized base rent) represented approximately 36.2% of our annualized base rent and 10 of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment grade companies. Approximately 91% of our annualized retail base rent as of September 30, 2025, is derived from our clients with a service, non-discretionary, and/or low price point component to their business. Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes and operating expenses totaling $82.5 million and $74.3 million for the three months ended September 30, 2025 and 2024, respectively, and $257.3 million and $227.6 million for the nine months ended September 30, 2025 and 2024, respectively. RECENT DEVELOPMENTS Increases in Monthly Dividends to Common Stockholders We have continued our 56-year history of paying monthly dividends by increasing the dividend five times during 2025. As of October 2025, we have paid 112 consecutive quarterly dividend increases and increased the dividend 132 times since our listing on the New York Stock Exchange (“NYSE”) in 1994. 2025 Dividend increases Month Declared Month Paid Monthly Dividend per share Increase per share 1st increase Dec 2024 Jan 2025 $ 0.2640 $ 0.0005 2nd increase Feb 2025 Mar 2025 $ 0.2680 $ 0.0040 3rd increase Mar 2025 Apr 2025 $ 0.2685 $ 0.0005 4th increase Jun 2025 Jul 2025 $ 0.2690 $ 0.0005 5th increase Sep 2025 Oct 2025 $ 0.2695 $ 0.0005 The dividends paid per share during the nine months ended September 30, 2025 totaled $2.4085, as compared to $2.3350 during the nine months ended September 30, 2024, an increase of $0.074, or 3.1%. The monthly dividend of $0.2695 per share represents a current annualized dividend of $3.234 per share, and an annualized dividend yield of 5.3% based on the last reported sale price of our common stock on the NYSE of $60.79 on September 30, 2025. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period. Investments During the three months ended September 30, 2025, we invested $1.4 billion at an initial weighted average cash yield of 7.7%, including investments in 123 properties, properties under development or expansion, unconsolidated entities, and loans. During the nine months ended September 30, 2025, we invested $3.9 billion at an initial weighted average cash yield of 7.5%, including investments in 252 properties, properties under development or expansion, unconsolidated entities, and loans. See notes 4 , Investments in Real Estate, 5, Investments in Unconsolidated Entities, and 6, Investments in Loans and Financing Receivables, to the consolidated financial statements for further details. Dispositions During the three months ended September 30, 2025, we sold 140 properties with total net proceeds received of $214.8 million. During the nine months ended September 30, 2025, we sold 268 properties with total net proceeds received of $424.2 million. -34- Table of Contents Equity Capital Raising During the three months ended September 30, 2025, we raised $322.7 million of proceeds from the sale of common stock at a weighted average price of $57.54 per share, primarily through the settlement of 5.6 million shares of common stock under our ATM program. 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. Credit Facilities In April 2025, we closed on the recast and expansion of our multi-currency unsecured credit facilities totaling $5.38 billion, including a $1.38 billion unsecured facility for the Fund. See note 7 , Credit Facilities and Commercial Paper Programs , to the consolidated financial statements for further details. Note Issuances 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"). In June 2025, we issued €650.0 of 3.375% senior unsecured notes due June 2031 (the “2031 notes”), and €650.0 of 3.875% senior unsecured notes due June 2035 (the “2035 notes”). In April 2025, we issued $600.0 million of 5.125% senior unsecured notes due April 2035. See note 10 , Notes Payable , and note 21, Subsequent Events , to the consolidated financial statements for further details. Portfolio Discussion Leasing Results As of September 30, 2025, we had 204 properties available for lease or sale out of 15,542 properties in our portfolio, which represents a 98.7% occupancy rate based on the number of properties in our portfolio. Our property-level occupancy rate excludes properties with ancillary leases only, such as cell towers and billboards, and properties with possession pending, and includes properties owned by unconsolidated joint ventures. Below is a summary of our portfolio activity for the periods indicated below: Three months ended September 30, 2025 Properties available for lease as of June 30, 2025 212 Lease expirations (1) 340 Re-leases to same client (225) Re-leases to new client (17) Vacant dispositions (106) Properties available for lease as of September 30, 2025 204 Nine months ended September 30, 2025 Properties available for lease as of December 31, 2024 205 Lease expirations (1) 939 Re-leases to same client (678) Re-leases to new client (43) Vacant dispositions (219) Properties available for lease as of September 30, 2025 204 (1) Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods indicated above. During the three months ended September 30, 2025, the new annualized base rent on re-leased units was $70.65 million, as compared to the previous annual rent of $68.29 million on the same units, representing a rent recapture rate of 103.5% on the re-leased units. During the nine months ended September 30, 2025, the new annualized base rent on re-leased units was $213.70 million, as compared to the previous annual rent of $206.40 million on the same units, representing a rent recapture rate of 103.5% on the re-leased units. -35- Table of Contents As part of our re-leasing costs, we pay leasing commissions to unrelated, third-party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients. We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations. Impact of Inflation Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, retail price index in the case of certain leases in the U.K. (typically subject to ceilings), or increases in clients’ sales volumes. We expect that inflation will cause these lease provisions to result in rent increases over time. During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not keep up with the rate of inflation and other costs. Moreover, our strategic focus on the use of net lease agreements reduces our exposure to rising property expenses due to inflation because the client is responsible for property expenses. Even though the utilization of net leases reduces our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue, which may adversely affect our clients' ability to pay rent. Additionally, inflationary periods may cause us to experience increased costs of financing, make it difficult to refinance debt at attractive rates or at all, and may adversely affect the properties we can acquire if the cost of financing an acquisition is in excess of our anticipated earnings from such property, thereby limiting the properties that can be acquired. Impact of Real Estate and Capital Markets In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, the global capital markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and global capital markets carefully and, if required, will make decisions to adjust our business strategy accordingly. Impact of Current Macroeconomic Conditions We monitor developments related to macroeconomic factors that could have an adverse impact on our business and our clients. Our clients face challenges that may differ from or be additional to challenges we face, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, including potential impacts from changes in global trade policies. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted. LIQUIDITY AND CAPITAL RESOURCES As of September 30, 2025, we had $3.5 billion of liquidity, which consists of cash and cash equivalents of $417.2 million, $864.2 million of expected net proceeds from the settlement of outstanding forward sale agreements under our ATM program (assuming full physical settlement of such agreements), and $2.2 billion of availability under our $4.0 billion credit facilities (excluding availability under our $1.38 billion fund credit facility), net of $1.3 billion of borrowing on the credit facilities and after deducting $469.4 million in borrowings under our commercial paper programs. We use our revolving credit facilities as a liquidity backstop for the repayment of the notes issued under our commercial paper programs. Our primary cash obligations, for the current year and subsequent years, are included in the “Material Cash Requirements” table, which is presented later in this section. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common stockholders, primarily through a combination of the following: • Cash and cash equivalents; • Future cash flows from operations; • Issuances of common stock or debt, or other securities offerings; • Additional borrowings under our credit facilities or commercial paper programs, which are backstopped by our credit facilities; • Short-term loans; • Asset dispositions; and • Credit investment repayments. In addition to these sources of liquidity, we recently launched a perpetual life fund, raising $716.0 million of equity commitments from institutional investors. We expect that this initiative will provide additional capital to support our growth objectives and enhance our liquidity position. -36- Table of Contents We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity are sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facilities and commercial paper programs. Long-Term Liquidity Requirements Our goal is to deliver dependable monthly dividends to our stockholders that increase over time. Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, investments in loans to clients, property development, and capital expenditures by issuing common stock, long-term unsecured notes, and term loan borrowings. Over the long term, we believe that common stock should be the majority of our capital structure. We may issue common stock when we believe our share price is at a level that allows for the proceeds of an offering to be accretively invested into additional properties or to permanently finance properties that were initially financed by our revolving credit facilities, commercial paper programs, or shorter-term debt securities. However, we cannot assure you that we will have access to the capital markets at all times and at terms that are acceptable to us. Capitalization As of September 30, 2025, our total capitalization was $85.4 billion. Total capitalization consisted of $56.1 billion of common equity (based on the September 30, 2025 closing price on the NYSE of $60.79 and assuming the conversion of 2.7 million common units of Realty Income, L.P.), and total outstanding borrowings of $29.3 billion on our credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds and our proportionate share of unconsolidated entities' debt (excluding unamortized deferred financing costs, discounts, and premiums). Share Repurchase Program In February 2025, our Board of Directors authorized a share repurchase program for up to $2.0 billion in shares of our common stock, which will expire in January 2028. Repurchases under the repurchase program may be made at management’s discretion from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, Rule 10b5-1 plans or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The repurchase program does not obligate us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion. No share repurchases have been made to date under the repurchase program. ATM Program During the nine months ended September 30, 2025, we settled approximately 27.9 million shares of common stock previously sold pursuant to forward sale agreements through our ATM program for approximately $1.6 billion of net proceeds. As of September 30, 2025, we had outstanding forward-sale agreements under our ATM program for a total of 15.1 million shares of common stock, representing approximately $864.2 million in expected net proceeds, which have been executed at a weighted average price of $57.17 per share (assuming full physical settlement of all outstanding shares of common stock, subject to such forward sale agreements and certain assumptions made with respect to settlement dates). Additionally, as of 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. Debt Financing Activities As of September 30, 2025, our total outstanding borrowings of credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $28.7 billion, with a weighted average maturity of 5.6 years and a weighted average interest rate of 3.9%. As of September 30, 2025, approximately 93% of our total debt was fixed rate debt. See notes 7 through 10 to the consolidated financial statements for additional information about our outstanding debt, along with our debt financing activities during the nine months ended September 30, 2025 below. Term Loan Redemptions In August 2025, we repaid our $300.0 million unsecured term loan in full upon maturity, plus $0.3 million in accrued and unpaid interest. In June 2025, we repaid our $500.0 million unsecured term loan in full upon maturity, plus $2.3 million in accrued and unpaid interest. Mortgage Repayments During the 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. -37- Table of Contents Note Issuances In October 2025, we issued $400.0 million of 3.950% senior unsecured notes due February 2029 and $400.0 million of 4.500% senior unsecured notes due February 2033. In June 2025, we issued €650.0 million of 3.375% senior unsecured notes due June 2031 and €650.0 million of 3.875% senior unsecured notes due June 2035. In April 2025, we issued $600.0 million of 5.125% senior unsecured notes due April 2035. Note Repayments In November 2025, we repaid $550.0 million of outstanding 4.625% senior unsecured notes, plus accrued and unpaid interest, upon maturity. In April 2025, we repaid $500.0 million of outstanding 3.875% senior unsecured notes, plus accrued and unpaid interest, upon maturity. Credit Facilities In April 2025, we entered into new $4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $4.25 billion unsecured revolving credit facility. Our new revolving credit facilities consist of (a) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the “RI Credit Facilities”). The RI Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. 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. 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 are a guarantor, which provides for (a) an up to $1.0 billion unsecured revolving credit facility and (b) an up to $380.0 million unsecured delayed draw term loan which is available to be drawn for twelve months after April 29, 2025 (the "Closing Date") (collectively, the “Fund 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. 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. Note Covenants The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes and bonds. These calculations, which are not based on accounting principles generally accepted in the United States of America ("U.S. GAAP"), are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance. The actual amounts as of September 30, 2025, are: Note Covenants Required Actual Limitation on incurrence of total debt < 60% of adjusted assets 41.9 % Limitation on incurrence of secured debt < 40% of adjusted assets 0.2 % Debt service and fixed charge coverage (trailing 12 months) (1) > 1.5x 4.6x Maintenance of total unencumbered assets > 150% of unsecured debt 239.5 % (1) Our debt service coverage ratio is calculated on a pro forma basis for the preceding four-quarter period on the assumptions that: (i) the incurrence of any Debt (as defined in the covenants) incurred by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our Debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four quarters and subject to certain additional adjustments. Such pro forma ratio has been prepared on the basis required by that debt service covenant, reflects various estimates and assumptions and is subject to other uncertainties, and therefore does not purport to reflect what our actual debt service coverage ratio would have been had transactions referred to in clauses (i), (ii) and (iii) of the preceding sentence occurred as of the first day of four-quarter period, nor does it purport to reflect our debt service coverage ratio for any future period. Fixed charge coverage is calculated in the same manner as the debt service coverage. The following is our calculation of debt service and fixed charge coverage as of September 30, 2025 (in thousands, for trailing twelve months): -38- Table of Contents Net income attributable to the Company $ 962,116 Plus: interest expense, excluding the amortization of deferred financing costs 1,088,336 Plus: provision for taxes 83,648 Plus: depreciation and amortization 2,495,436 Plus: provisions for impairment 489,891 Plus: pro forma adjustments 188,216 Less: gain on sales of real estate (135,196) Income available for debt service, as defined $ 5,172,447 Total pro forma debt service charge $ 1,113,987 Debt service and fixed charge coverage ratio 4.6x Credit Agency Ratings The borrowing interest rates under our revolving credit facilities are based upon our ratings assigned by credit rating agencies. As of September 30, 2025, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook and Standard & Poor’s Ratings Group has assigned a rating of A- with a “stable” outlook. In addition, we were assigned the following ratings on our commercial paper as of September 30, 2025: Moody's Investors Service has assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2. Based on our credit rating agency ratings as of September 30, 2025, our credit facilities 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. Borrowings under the Fund Credit Facilities bear interest at 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 beginning 91 days after the Closing Date. In addition, our credit facilities provide that the interest rates can range between: (i) SOFR/SONIA/EURIBOR, plus 1.40% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) SOFR/SONIA/EURIBOR, plus 0.70% if our credit rating is A/A2 or higher. In addition, our credit facilities provide for a facility commitment fee based on our credit ratings, which ranges from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher. We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions. If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities or common stock. -39- Table of Contents Material Cash Requirements The following table summarizes the maturity of each of our obligations as of September 30, 2025 (in millions): 2025 2026 2027 2028 2029 Thereafter Total Credit Facilities (1) $ — $ — $ 978.6 $ — $ 467.5 $ — $ 1,446.1 Commercial Paper (2) 469.4 — — — — — 469.4 Unsecured Term Loans — 1,137.4 500.0 — — — 1,637.4 Mortgages Payable 0.4 12.0 22.3 1.3 1.3 1.0 38.3 Senior Unsecured Notes and Bonds 550.0 2,375.0 2,373.6 2,499.8 2,419.8 14,869.0 25,087.2 Interest (3) 266.1 996.4 876.5 758.0 702.6 3,411.2 7,010.8 Ground Leases Paid by the Company (4) 2.8 18.5 12.0 9.8 11.0 488.3 542.4 Ground Leases Paid by Our Clients (5) 8.1 32.4 30.5 27.6 25.3 337.3 461.2 Other (6) 173.3 587.9 66.0 5.7 — 4.1 837.0 Total $ 1,470.1 $ 5,159.6 $ 4,859.5 $ 3,302.2 $ 3,627.5 $ 19,110.9 $ 37,529.8 (1) The initial terms of the RI Credit Facilities expire in April 2027 and April 2029 and include, at our option, two six-month extensions. The initial term of the revolving credit facility under the Fund Credit Facilities expires in April 2029 and includes, at our option, two six-month extensions. (2) Commercial paper programs outstanding were $469.4 million, maturing between October 2025 and November 2025. (3) Interest on the commercial paper programs, term loans, mortgages payable, and senior unsecured notes and bonds has been calculated based on outstanding balances at period end through their respective maturity dates. (4) We currently pay the ground lessors directly for the rent under certain ground lease arrangements. (5) Our clients, who are generally sub-tenant clients under ground leases, are responsible for paying the rent under these ground leases. (6) “Other” consists of $796.5 million of commitments under construction contracts, $40.5 million for tenant improvements, recurring capital expenditures, and non-recurring building improvements. Investments in Unconsolidated Entities As of September 30, 2025, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million. DIVIDEND POLICY Distributions are paid monthly to holders of shares of our common stock. Distributions are paid monthly to the limited partners holding common units of Realty Income, L.P., each on a per unit basis that is equal to the amount paid per share to our common stockholders (subject to the adjustment factor applicable to those units at the time of such distribution). In order to maintain our status as a real estate investment trust ("REIT") for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains), and we are subject to income tax to the extent we distribute less than 100% of our taxable income (including net capital gains). In 2024, our cash distributions to common stockholders totaled $2.69 billion, or approximately 120.1% of our taxable income of $2.24 billion. Certain measures are available to us to reduce or eliminate our tax exposure as a REIT, and accordingly, no provision for U.S. federal income taxes, other than our taxable REIT subsidiaries (each, a "TRS"), has been made. Our taxable income reflects non-cash deductions for depreciation and amortization. Our taxable income is presented to show our compliance with REIT dividend requirements and is not a measure of our liquidity or operating performance. We intend to continue to make distributions to our stockholders that are sufficient to meet this dividend requirement and that will reduce or eliminate our exposure to income taxes. Furthermore, we believe our cash on hand and funds from operations are sufficient to support our current level of cash distributions to our stockholders. We distributed $2.409 per share to stockholders during the nine months ended September 30, 2025, representing 75.5% of our diluted Adjusted Funds from Operations Available to Common Stockholders ("AFFO") per share of $3.19. Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, Funds from Operations Available to Common Stockholders ("FFO"), Normalized Funds from Operations Available to Common Stockholders ("Normalized FFO"), AFFO, cash flow from operations, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, our debt service requirements, and any other factors the Board of Directors may deem relevant. In addition, our revolving credit facilities contain financial covenants that could limit the amount of distributions payable by us in the event of a default, and which prohibit the payment of distributions on our common stock in the event that we fail to pay when due (subject to any applicable grace period) any principal or interest on borrowings under our revolving credit facilities. -40- Table of Contents Distributions of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to stockholders as ordinary income, except to the extent that we recognize capital gains and declare a capital gains dividend, or that such amounts constitute “qualified dividend income” subject to a reduced rate of tax. The maximum tax rate of non-corporate taxpayers for “qualified dividend income” is generally 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding requirements have been met with respect to the REIT’s stock and the REIT’s dividends are attributable to dividends received from certain taxable corporations (such as our TRSs) or to income that was subject to tax at the corporate or REIT level (for example, if we distribute taxable income that we retained and paid tax on in the prior taxable year). However, non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income. Distributions in excess of earnings and profits generally will first be treated as a non-taxable reduction in the stockholders’ basis in their stock, but not below zero. Distributions in excess of that basis generally will be taxable as a capital gain to stockholders. Approximately 30.4% of the distributions to our common stockholders, made or deemed to have been made in 2024, were classified as a return of capital for federal income tax purposes. RESULTS OF OPERATIONS The following is a comparison of our results of operations for the three and nine months ended September 30, 2025 and 2024. Total Revenue The following summarizes our total revenue (in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 Change 2025 2024 Change Rental (excluding reimbursements) $ 1,303,985 $ 1,196,805 $ 107,180 $ 3,780,428 $ 3,536,420 $ 244,008 Rental (reimbursements) 82,517 74,348 8,169 257,319 227,630 29,689 Other 84,050 59,762 24,288 223,688 166,793 56,895 Total revenue $ 1,470,552 $ 1,330,915 $ 139,637 $ 4,261,435 $ 3,930,843 $ 330,592 -41- Table of Contents Rental Revenue (excluding reimbursements) The table below summarizes the increase in rental revenue (excluding reimbursements) in the three and nine months ended September 30, 2025 and 2024 (dollars in thousands): Three months ended September 30, Number of Properties 2025 2024 Change Properties acquired during 2025 & 2024 620 $ 90,319 $ 19,756 $ 70,563 Same store rental revenue (1) 14,482 1,162,326 1,146,892 15,434 Constant currency adjustment (2) N/A (225) (6,402) 6,177 Properties sold during and prior to 2025 578 1,031 13,913 (12,882) Straight-line rent and other non-cash adjustments N/A 8,754 7,507 1,247 Vacant rents, development and other (3) 440 36,931 40,517 (3,586) Other excluded revenue (4) N/A 28,516 (170) 28,686 Revenue from unconsolidated entities (6) N/A (25,220) (26,767) 1,547 Revenue attributable to noncontrolling interests (7) N/A 1,553 1,559 (6) Total $ 1,303,985 $ 1,196,805 $ 107,180 Nine months ended September 30, Number of Properties 2025 2024 Change Properties acquired during 2025 & 2024 620 $ 221,567 $ 33,549 $ 188,018 Same store rental revenue (1) 14,482 3,477,268 3,432,682 44,586 Constant currency adjustment (2) N/A (25,426) (27,039) 1,613 Properties sold during and prior to 2025 578 9,977 53,927 (43,950) Straight-line rent and other non-cash adjustments N/A 19,199 18,201 998 Vacant rents, development and other (3) 440 110,779 109,308 1,471 Other excluded revenue (4) N/A 38,494 15,890 22,604 Less: Spirit rental revenue (5) N/A — (47,047) 47,047 Revenue from unconsolidated entities (6) N/A (76,093) (57,728) (18,365) Revenue attributable to noncontrolling interests (7) N/A 4,663 4,677 (14) Total $ 3,780,428 $ 3,536,420 $ 244,008 (1) The same store rental revenue percentage increased by 1.3% for both the three and nine months ended September 30, 2025 as compared to the same periods in 2024. (2) For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of September 30, 2025. (3) Relates to the aggregate of (i) rental revenue from 319 properties that were available for lease during part of 2025 or 2024 for the three and nine months ended September 30, 2025, respectively and (ii) rental revenue for 121 properties under development or completed developments that do not meet our same store pool definition for the three and nine months ended September 30, 2025, respectively. (4) "Other excluded revenue" primarily consists of reimbursements related to lease termination fees and other settlement income. (5) Amounts for the nine months ended September 30, 2024 represent rental revenue from Spirit properties, which were not included in our financial statements prior to the close of the merger with Spirit on January 23, 2024. (6) Represents our pro-rata share of rental revenue from properties owned by unconsolidated joint ventures. (7) Represents the portion of rental revenue attributable to noncontrolling interest based on their pro-rata ownership. For purposes of determining the same store rent property pool, we include all properties that were owned for the entire year-to-date period, for both the current and prior year, except for properties during the current or prior year that; (i) were vacant at any time, (ii) were under development or redevelopment, or (iii) were involved in eminent domain and rent was reduced. Each of the exclusions from the same store pool are separately addressed within the applicable sentences above, explaining the changes in rental revenue for the period. Of the 17,009 in-place leases in the portfolio, 13,760, or 80.9%, were under leases that provide for increases in rents through: base rent increases tied to inflation (typically subject to ceilings), percentage rent based on a percentage of the clients’ gross sales, fixed increases, or a combination of two or more of the aforementioned rent provisions. -42- Table of Contents Rent based on a percentage of our clients' gross sales, or percentage rent, was $4.0 million and $3.1 million for the three months ended September 30, 2025 and 2024, respectively. Rent based on a percentage of our clients' gross sales, or percentage rent, was $12.6 million and $10.8 million for the nine months ended September 30, 2025 and 2024, respectively. Percentage rent represents less than 1% of rental revenue. As of September 30, 2025, our portfolio of 15,542 properties was 98.7% leased with 204 properties available for lease or sale, as compared to 98.7% leased with 196 properties available for lease as of September 30, 2024. It has been our experience that approximately 1% to 4% of our property portfolio will be available for lease at any given time; however, it is possible that the number of properties available for lease or sale could increase in the future, given the nature of economic cycles and other unforeseen global events. Rental Revenue (reimbursements) A number of our leases provide for contractually obligated reimbursements from clients for recoverable real estate taxes and operating expenses. Contractually obligated reimbursements by our clients increased by $8.2 million and $29.7 million for the three and nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio. Other Revenue The following summarizes our total other revenue (in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 Change 2025 2024 Change Interest income on financing receivables $ 32,309 $ 31,337 $ 972 $ 96,652 $ 92,711 $ 3,941 Interest income on loans and preferred equity investments 50,612 27,691 22,921 124,242 71,791 52,451 Other 1,129 734 395 2,794 2,291 503 $ 84,050 $ 59,762 $ 24,288 $ 223,688 $ 166,793 $ 56,895 Total other revenue increased by $24.3 million and $56.9 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher interest income on loans due to growth in our loan portfolio. Expenses The following summarizes our total expenses (in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 Change 2025 2024 Change Depreciation and amortization $ 631,981 $ 602,339 $ 29,642 $ 1,888,765 $ 1,788,973 $ 99,792 Interest 294,482 261,261 33,221 846,680 748,806 97,874 Property (excluding reimbursements) 24,104 17,806 6,298 63,405 53,736 9,669 Property (reimbursements) 82,517 74,348 8,169 257,319 227,630 29,689 General and administrative 55,039 41,869 13,170 148,412 127,781 20,631 Provisions for impairment 86,972 96,920 (9,948) 346,924 282,867 64,057 Merger, transaction, and other costs, net 13,343 8,610 4,733 13,953 105,468 (91,515) Total expenses $ 1,188,438 $ 1,103,153 $ 85,285 $ 3,565,458 $ 3,335,261 $ 230,197 Total revenue (1) $ 1,388,035 $ 1,256,567 $ 4,004,116 $ 3,703,213 General and administrative expenses as a percentage of total revenue (1) 4.0 % 3.3 % 3.7 % 3.5 % Property expenses (excluding reimbursements) as a percentage of total revenue (1) 1.7 % 1.4 % 1.6 % 1.5 % (1) Excludes client reimbursements. -43- Table of Contents Depreciation and Amortization Depreciation and amortization increased by $29.6 million and $99.8 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to the acquisitions of properties in 2024 and 2025, which were partially offset by property dispositions. Interest Expense The following is a summary of the components of our interest expense (in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 Change 2025 2024 Change Interest on our revolving credit facilities, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps $ 288,614 $ 258,877 $ 29,737 $ 834,633 $ 752,109 $ 82,524 Credit facility commitment fees 1,597 1,358 239 4,433 4,043 390 Amortization of debt origination and deferred financing costs 7,975 6,001 1,974 21,057 17,694 3,363 Gain on interest rate swaps (1,835) (968) (867) (5,613) (4,567) (1,046) Amortization of net mortgage discounts (premiums) 74 51 23 211 (18) 229 Amortization of net note discounts (premiums) 1,222 242 980 2,783 (3,883) 6,666 Capital lease obligation 539 532 7 1,596 1,497 99 Interest capitalized (3,704) (4,832) 1,128 (12,420) (18,069) 5,649 Interest expense $ 294,482 $ 261,261 $ 33,221 $ 846,680 $ 748,806 $ 97,874 Revolving credit facilities, commercial paper, term loans, mortgages and senior unsecured notes and bonds Average outstanding balances $ 28,936,232 $ 26,240,556 $ 2,695,676 $ 28,226,288 $ 25,708,806 $ 2,517,482 Weighted average interest rates 3.98 % 4.03 % 3.95 % 3.99 % Interest expense increased by $33.2 million, or 12.7%, and $97.9 million, or 13.1%, for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher average borrowings and increased amortization of note premiums and discounts, as well as deferred financing costs, partially offset by lower weighted average interest rates. See notes to the accompanying consolidated financial statements for additional information regarding our indebtedness. Property Expenses (excluding reimbursements) Property expenses (excluding reimbursements) consist of costs associated with properties available for lease, non-net-leased properties and general portfolio expenses and include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections and legal fees. Property expenses (excluding reimbursements) increased by $6.3 million and $9.7 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to a greater number and mix of properties available for lease, including more non-retail properties with higher maintenance and security costs. Property Expenses (reimbursements) Property expenses (reimbursements) consist of property taxes and operating costs paid on behalf of our clients. Property expenses (reimbursements) increased by $8.2 million and $29.7 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio. General and Administrative Expenses General and administrative expenses increased by $13.2 million and $20.6 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher employee costs and professional fees as we continue to invest in our people and our platform. -44- Table of Contents Provisions for Impairment The following table summarizes our provisions for impairment during the periods indicated below (in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 Change 2025 2024 Change Provisions for impairment of real estate $ 75,391 $ 33,151 $ 42,240 $ 315,063 $ 208,552 $ 106,511 Provisions for credit losses 11,581 63,769 (52,188) 31,861 74,315 (42,454) Provisions for impairment $ 86,972 $ 96,920 $ (9,948) $ 346,924 $ 282,867 $ 64,057 Provisions for impairment of real estate increased by $42.2 million and $106.5 million during the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, due primarily to properties that were sold or are more likely than not to be sold in the next twelve months as well as properties leased to clients in bankruptcy. Provisions for credit losses decreased by $52.2 million and $42.5 million during the three and nine months ended September 30, 2025 as compared to the same periods in 2024, primarily due to lower credit losses recognized on financing receivables for distressed clients accounted for under sales leaseback transactions. Merger, Transaction, and Other Costs, Net 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 Spirit and $5.1 million for each of the respective periods related to the lease termination of a legacy corporate facility. Gain on Sales of Real Estate The following summarizes our property dispositions (dollars in thousands): Three months ended September 30, Nine months ended September 30, 2025 2024 Change 2025 2024 Change Number of properties sold 140 92 48 268 214 54 Net sales proceeds $ 214,792 $ 249,461 $ (34,669) $ 424,206 $ 451,365 $ (27,159) Gain on sales of real estate $ 49,107 $ 50,563 $ (1,456) $ 110,210 $ 92,290 $ 17,920 Foreign Currency and Derivative (Loss) Gain, net We borrow in the functional currencies of the countries in which we invest. Net foreign currency gain and loss are primarily related to the remeasurement of intercompany debt from foreign subsidiaries and outstanding borrowings denominated in the local currencies we invest in. Derivative gain and loss are primarily related to mark-to-market adjustments on derivatives that do not qualify for hedge accounting and settlement of designated derivatives reclassified from Accumulated Other Comprehensive Income ("AOCI"). Foreign currency and derivative (loss) gain, net was a loss of $2.8 million and $9.8 million for the three and nine months ended September 30, 2025, compared to a loss of $1.7 million and a gain of $2.9 million for the same periods in 2024, respectively, primarily due to the impact of foreign currency fluctuations, largely offset by derivative hedges. Equity in Earnings of Unconsolidated Entities Equity in earnings of unconsolidated entities was $3.1 million and $10.7 million for the three and nine months ended September 30, 2025 as compared to $5.1 million and $5.4 million for the same periods in 2024, respectively, primarily attributable to an increase in earnings in our data center development joint venture, which commenced leasing in 2024. -45- Table of Contents Other Income, Net Other income, net increased by $5.3 million and $8.3 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily from higher interest earned on cash and cash equivalent balances due to an increase in average daily bank balances, in addition to higher miscellaneous other income. Income Taxes Income taxes primarily consist of international income taxes accrued or paid by us and our subsidiaries, as well as state and local taxes. The increase of $8.5 million and $17.0 million in income taxes for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, is primarily attributable to higher taxable income in the U.K. and Europe and higher state franchise taxes. Preferred Stock Dividends The decrease in preferred stock dividends of $2.6 million and $7.8 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, is due to the issuance of Realty Income Series A Preferred Stock during the nine months ended September 30, 2024 in connection with the Merger. In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding. -46- Table of Contents NON-GAAP FINANCIAL MEASURES Adjusted Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate ("Adjusted EBITDA re ") Nareit established an EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDA re ) it believed would provide investors with a consistent measure to help make investment decisions among REITs. Our definition of “Adjusted EBITDA re ” is generally consistent with the Nareit definition, other than our adjustment to remove foreign currency and derivative gain and loss and merger, transaction, and other costs, net. We define Adjusted EBITDA re , a non-GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) provisions for impairment, (v) merger, transaction, and other costs, net, (vi) gain on sales of real estate, (vii) foreign currency and derivative gain and loss, net, and (viii) our proportionate share of adjustments from unconsolidated entities. Our Adjusted EBITDA re may not be comparable to Adjusted EBITDA re reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDA re differently than we do. Management believes Adjusted EBITDA re to be a meaningful measure of a REIT’s performance because it provides a view of our operating performance, analyzes our ability to meet interest payment obligations before the effects of income tax, depreciation and amortization expense, provisions for impairment, gain on sales of real estate and other items, as defined above, that affect comparability, including the removal of non-recurring and non-cash items that industry observers believe are less relevant to evaluating the operating performance of a company. In addition, EBITDA re is widely followed by industry analysts, lenders, investors, rating agencies, and others as a means of evaluating the operational cash generating capacity of a company prior to servicing debt obligations. Management also believes the use of an annualized quarterly Adjusted EBITDA re metric, which we refer to as Annualized Adjusted EBITDA re , is meaningful because it represents our current earnings run rate for the period presented. Annualized Adjusted EBITDA re and Annualized Pro Forma Adjusted EBITDA re , as defined below, are also used to determine the vesting of performance share awards granted to executive officers. Annualized Adjusted EBITDA re should be considered along with, but not as an alternative to net income as a measure of our operating performance. We define Annualized Pro Forma Adjusted EBITDA re as Annualized Adjusted EBITDA re , subject to certain adjustments to incorporate Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, and include transaction accounting adjustments in accordance with U.S. GAAP, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable period. Our calculation includes all adjustments consistent with the requirements to present Adjusted EBITDA re on a pro forma basis in accordance with Article 11 of Regulation S-X. The Annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes. We believe Annualized Pro Forma Adjusted EBITDA re is a useful non-GAAP supplemental measure, as it excludes investments that were no longer owned at the balance sheet date and includes the annualized rent from investments acquired during the quarter. Management also uses our ratios of Net Debt/Annualized Adjusted EBITDA re and Net Debt/Annualized Pro Forma Adjusted EBITDA re as measures of leverage in assessing our financial performance, which is calculated as net debt (which we define as total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents), divided by annualized quarterly Adjusted EBITDA re and annualized Pro Forma Adjusted EBITDA re , respectively. -47- Table of Contents The following is a reconciliation of net income (which we believe is the most comparable U.S. GAAP measure) to Adjusted EBITDA re and Annualized Pro Forma EBITDA re calculations for the periods indicated below (dollars in thousands): Three months ended September 30, 2025 2024 Net income $ 317,674 $ 271,124 Interest 294,482 261,261 Income taxes 23,824 15,355 Depreciation and amortization 631,981 602,339 Provisions for impairment 86,972 96,920 Merger, transaction, and other costs, net 13,343 8,610 Gain on sales of real estate (49,107) (50,563) Foreign currency and derivative loss, net 2,818 1,672 Proportionate share of adjustments from unconsolidated entities 19,692 20,340 Quarterly Adjusted EBITDA re $ 1,341,679 $ 1,227,058 Annualized Adjusted EBITDA re (1) $ 5,366,716 $ 4,908,232 Annualized Pro Forma Adjustments $ 17,724 $ 29,347 Annualized Pro Forma Adjusted EBITDA re $ 5,384,440 $ 4,937,579 Total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts $ 28,678,459 $ 26,437,045 Proportionate share of unconsolidated entities debt, excluding deferred financing costs 659,190 659,190 Less: Cash and cash equivalents (417,173) (396,956) Net Debt (2) $ 28,920,476 $ 26,699,279 Net Debt/Annualized Adjusted EBITDA re 5.4 x 5.4 x Net Debt/Annualized Pro Forma Adjusted EBITDA re 5.4 x 5.4 x (1) We calculate Annualized Adjusted EBITDA re by multiplying the Quarterly Adjusted EBITDA re by four. (2) Net Debt is total debt per our consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents. As described above, the Annualized Pro Forma Adjustments, which include transaction accounting adjustments in accordance with U.S. GAAP, consist of adjustments to incorporate the Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the periods, consistent with the requirements of Article 11 of Regulation S-X. The annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes. The following table summarizes our Annualized Pro Forma Adjustments related to our Annualized Pro Forma Adjusted EBITDA re calculation for the periods indicated below (in thousands): Three months ended September 30, 2025 2024 Annualized pro forma adjustments from investments acquired or stabilized $ 56,951 $ 32,378 Annualized pro forma adjustments from investments disposed (39,227) (3,031) Annualized Pro Forma Adjustments $ 17,724 $ 29,347 -48- Table of Contents FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS AND NORMALIZED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trusts' definition, as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets, and reduced by gain on property sales. We define Normalized FFO, a non-GAAP financial measure, as FFO excluding merger, transaction, and other costs, net. We define diluted FFO and diluted normalized FFO as FFO and normalized FFO adjusted for dilutive noncontrolling interests. The following summarizes our FFO and Normalized FFO (in millions, except per share data): Three months ended September 30, Nine months ended September 30, 2025 2024 % Change 2025 2024 % Change FFO available to common stockholders $ 981.1 $ 854.9 14.8 % $ 2,874.5 $ 2,569.7 11.9 % FFO per common share (1) $ 1.07 $ 0.98 9.2 % $ 3.18 $ 2.99 6.4 % Normalized FFO available to common stockholders $ 994.4 $ 863.5 15.2 % $ 2,888.4 $ 2,675.2 8.0 % Normalized FFO per common share (1) $ 1.09 $ 0.99 10.1 % $ 3.19 $ 3.11 2.6 % (1) All per share amounts are presented on a diluted per common share basis. We consider FFO and Normalized FFO to be appropriate supplemental measures of a REIT’s operating performance as they are based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO, and adds back merger, transaction, and other costs, net, for Normalized FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. -49- Table of Contents The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S. GAAP measure) to FFO and Normalized FFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Net income available to common stockholders $ 315,771 $ 261,781 $ 762,505 $ 648,281 Depreciation and amortization 631,981 602,339 1,888,765 1,788,973 Depreciation of furniture, fixtures and equipment (711) (672) (1,853) (1,905) Provisions for impairment of real estate 75,391 33,151 315,063 208,552 Gain on sales of real estate (49,107) (50,563) (110,210) (92,290) Proportionate share of adjustments for unconsolidated entities 9,003 9,652 24,343 20,706 FFO adjustments allocable to noncontrolling interests (1,278) (762) (4,160) (2,575) FFO available to common stockholders $ 981,050 $ 854,926 $ 2,874,453 $ 2,569,742 FFO allocable to dilutive noncontrolling interests 2,346 1,467 7,188 4,402 Diluted FFO $ 983,396 $ 856,393 $ 2,881,641 $ 2,574,144 FFO available to common stockholders $ 981,050 $ 854,926 $ 2,874,453 $ 2,569,742 Merger, transaction, and other costs, net (1) 13,343 8,610 13,953 105,468 Normalized FFO available to common stockholders $ 994,393 $ 863,536 $ 2,888,406 $ 2,675,210 Normalized FFO allocable to dilutive noncontrolling interests 2,346 1,467 7,188 4,402 Diluted Normalized FFO $ 996,739 $ 865,003 $ 2,895,594 $ 2,679,612 FFO per common share, basic and diluted $ 1.07 $ 0.98 $ 3.18 $ 2.99 Normalized FFO per common share: Basic $ 1.09 $ 0.99 $ 3.20 $ 3.12 Diluted $ 1.09 $ 0.99 $ 3.19 $ 3.11 Distributions paid to common stockholders $ 737,859 $ 687,144 $ 2,177,133 $ 1,999,858 FFO after distributions $ 243,191 $ 167,782 $ 697,320 $ 569,884 Normalized FFO after distributions $ 256,534 $ 176,392 $ 711,273 $ 675,352 Weighted average number of common shares used for FFO and Normalized FFO: Basic 913,949 870,665 902,935 858,679 Diluted 917,869 873,974 906,692 861,300 (1) 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, consisting primarily of placement fees incurred in fundraising for the U.S. Private Fund Business. -50- Table of Contents ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS We define AFFO, a non-GAAP measure, as FFO adjusted for unique revenue and expense items, which we believe are not as pertinent to the measurement of our ongoing operating performance. We define diluted AFFO as AFFO adjusted for dilutive noncontrolling interests. The following summarizes our AFFO (in millions, except per share data): Three months ended September 30, Nine months ended September 30, 2025 2024 % Change 2025 2024 % Change AFFO available to common stockholders $ 992.0 $ 915.6 8.3 % $ 2,889.2 $ 2,699.5 7.0 % AFFO per common share (1) $ 1.08 $ 1.05 2.9 % $ 3.19 $ 3.14 1.6 % (1) All per share amounts are presented on a diluted per common share basis. We consider AFFO to be an appropriate supplemental measure of our performance. Most companies in our industry use a similar measurement, but they may use the term “CAD” (for Cash Available for Distribution), “FAD” (for Funds Available for Distribution) or other terms. Our AFFO calculations may not be comparable to AFFO, CAD or FAD reported by other companies, and other companies may interpret or define such terms differently than we do. We believe the non-GAAP financial measure AFFO provides useful information to investors because it is a widely accepted industry measure of the operating performance of real estate companies that is used by industry analysts and investors who look at and compare those companies. In particular, AFFO provides an additional measure to compare the operating performance of different REITs without having to account for differing depreciation assumptions and other unique revenue and expense items which are not pertinent to measuring a particular company’s on-going operating performance. Therefore, we believe that AFFO is an appropriate supplemental performance metric, and that the most appropriate U.S. GAAP performance metric to which AFFO should be reconciled is net income available to common stockholders. Presentation of the information regarding FFO, Normalized FFO, and AFFO is intended to assist the reader in comparing the operating performance of different REITs, although it should be noted that not all REITs calculate FFO, Normalized FFO, and AFFO in the same way, so comparisons with other REITs may not be meaningful. Furthermore, FFO, Normalized FFO, and AFFO are not necessarily indicative of cash flow available to fund cash needs and should not be considered as alternatives to net income as an indication of our performance. FFO, Normalized FFO, and AFFO should not be considered as alternatives to reviewing our cash flows from operating, investing, and financing activities. In addition, FFO, Normalized FFO, and AFFO should not be considered as measures of liquidity, our ability to make cash distributions, or our ability to pay interest payments. -51- Table of Contents The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S. GAAP measure) to Normalized FFO and AFFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (in thousands, except per share amounts). Three months ended September 30, Nine months ended September 30, 2025 2024 2025 2024 Net income available to common stockholders $ 315,771 $ 261,781 $ 762,505 $ 648,281 Cumulative adjustments to calculate Normalized FFO (1) 678,622 601,755 2,125,901 2,026,929 Normalized FFO available to common stockholders 994,393 863,536 2,888,406 2,675,210 Debt-related non-cash items: Amortization of net debt discounts and deferred financing costs 9,138 4,861 24,028 9,861 Amortization of acquired interest rate swap value (2) 2,251 3,711 9,517 10,225 Capital expenditures from operating properties: Leasing costs and commissions (1,754) (2,841) (4,619) (5,897) Recurring capital expenditures (42) (151) (282) (203) Other non-cash items: Non-cash change in allowance for credit losses 11,581 63,769 31,861 74,315 Amortization of share-based compensation 7,719 6,401 21,728 22,920 Straight-line rent and expenses, net (43,474) (43,930) (117,512) (136,377) Amortization of above and below-market leases, net 10,462 12,973 32,075 41,053 Deferred tax expense 3,829 — 4,138 — Proportionate share of adjustments for unconsolidated entities (650) (2,152) (2,291) (1,770) Excess of redemption value over carrying value of preferred shares redeemed — 5,116 — 5,116 Other adjustments (3) (1,465) 4,279 2,146 5,064 AFFO available to common stockholders $ 991,988 $ 915,572 $ 2,889,195 $ 2,699,517 AFFO allocable to dilutive noncontrolling interests 2,331 1,467 7,133 4,413 Diluted AFFO $ 994,319 $ 917,039 $ 2,896,328 $ 2,703,930 AFFO per common share: Basic $ 1.09 $ 1.05 $ 3.20 $ 3.14 Diluted $ 1.08 $ 1.05 $ 3.19 $ 3.14 Distributions paid to common stockholders $ 737,859 $ 687,144 $ 2,177,133 $ 1,999,858 AFFO after distributions $ 254,129 $ 228,428 $ 712,062 $ 699,659 Weighted average number of common shares used for AFFO: Basic 913,949 870,665 902,935 858,679 Diluted 917,869 873,974 906,692 861,300 (1) See reconciling items for Normalized FFO presented under “Funds from Operations Available to Common Stockholders and Normalized Funds from Operations Available to Common Stockholders". (2) Includes the amortization of the purchase price allocated to interest rate swaps acquired in the Merger. (3) Includes non-cash foreign currency losses (gains) from remeasurement to USD, mark-to-market adjustments on investments and derivatives that are non-cash in nature, obligations related to financing lease liabilities, and adjustments allocable to noncontrolling interests. -52- Table of Contents PROPERTY PORTFOLIO INFORMATION As of September 30, 2025, most of the properties in our portfolio were leased under net lease agreements. A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance. In addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients' gross sales above a specified level. We define total portfolio annualized base rent as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables, as of the balance sheet date, multiplied by 12, excluding percentage rent, interest income on loans and preferred equity investments, and including our pro rata share of such revenues from properties owned by unconsolidated joint ventures. We believe total portfolio annualized base rent is a useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter. Total portfolio annualized base rent has not been reduced to reflect reserves recorded as adjustments to U.S. GAAP rental revenue in the periods presented. Top 20 Industry Concentrations We are engaged in a single business activity, which is the leasing of property to clients, generally on a net basis. That business activity spans various geographic boundaries and includes property types and clients engaged in various industries. Even though we have a single segment, we believe our investors continue to view diversification as a key component of our investment philosophy and so we believe it remains important to present certain information regarding our property portfolio classified according to the business of the respective clients, expressed as a percentage of our total portfolio annualized base rent: Percentage of Total Portfolio Annualized Base Rent by Industry As of September 30, 2025 December 31, 2024 Grocery 10.8% 10.1% Convenience Stores 9.7 10.2 Home Improvement 6.4 6.0 Dollar Stores 6.2 6.4 Restaurants-Quick Service 4.8 4.9 Health and Fitness 4.5 4.3 Drug Stores 4.4 4.7 Automotive Service 4.3 4.5 Restaurants-Casual Dining 3.7 4.0 General Merchandise 3.5 3.2 Gaming 3.1 3.2 Home Furnishings 3.0 2.8 Health Care 2.7 2.7 Sporting Goods 2.4 2.3 Apparel Stores 2.3 2.2 Transportation Services 2.3 2.3 Wholesale Clubs 2.2 2.3 Theaters 2.0 2.1 Entertainment 1.9 1.8 Motor Vehicle Dealerships 1.8 1.8 Property Type Composition The following table sets forth certain property type information regarding our property portfolio as of September 30, 2025 (dollars and square footage in thousands): Property Type Number of Properties Leasable Square Feet (1) Annualized Base Rent Percentage of Annualized Base Rent Retail 14,899 218,413 $ 4,161,768 79.8 % Industrial 573 121,516 767,750 14.7 Gaming 2 5,053 162,635 3.1 Other (2) 68 4,177 124,447 2.4 Total 15,542 349,159 $ 5,216,600 100.0 % (1) Represents leasable building square footage and includes our portfolio of unconsolidated joint ventures based on ownership percentage. Excludes 2,962 acres of leased land categorized as agriculture as of September 30, 2025. (2) "Other" primarily includes 27 properties classified as agriculture with $35.3 million in annualized base rent, 14 properties classified as office with $33.3 million in annualized base rent, 21 properties classified as country clubs with $27.2 million in annualized base rent, and three properties classified as data centers with $24.6 million in annualized base rent, as well as one land parcel under development. Client Diversification The following table sets forth the 20 largest clients in our property portfolio, expressed as a percentage of total portfolio annualized base rent, which does not give effect to deferred rent or interest earned on loans and preferred equity investments, as of September 30, 2025: Client Number of Leases Percentage of Portfolio Annualized Base Rent (1) 7-Eleven 807 3.3 % Dollar General 1,788 3.2 Walgreens 402 3.1 Family Dollar 1,258 2.7 Life Time Fitness 42 2.2 EG Group 414 2.0 Wynn Resorts 1 2.0 (B&Q) Kingfisher 69 2.0 FedEx 81 1.8 Asda 41 1.7 Sainsbury's 39 1.5 BJ's Wholesale Club 45 1.5 Tesco 28 1.4 Tractor Supply 242 1.4 CVS Pharmacy 209 1.2 MGM (Bellagio) (2) 1 1.1 LA Fitness 63 1.1 Home Depot 41 1.1 AMC Theatres 39 1.0 Walmart / Sam's Club 62 1.0 Total 5,672 36.2 % (1) Amounts for each client are calculated independently; therefore, the individual percentages may not sum to the total. (2) Represents our proportionate share of the annualized base rent of the unconsolidated joint venture. Lease Expirations The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio (excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized base rent as of September 30, 2025 (dollars and square footage in thousands): Total Portfolio (1) Expiring Leases Annualized Base Rent Percentage of Annualized Base Rent Year Retail Non-Retail 2025 234 5 $ 42,930 0.8 % 2026 856 41 197,360 3.8 2027 1,627 56 375,876 7.2 2028 1,776 73 421,071 8.2 2029 1,881 48 456,032 8.7 2030 1,278 48 375,726 7.2 2031 881 61 378,108 7.2 2032 1,136 49 324,484 6.2 2033 1,033 27 325,811 6.2 2034 806 34 353,148 6.9 2035 653 24 205,688 3.9 2036 624 25 208,698 4.0 2037 543 23 157,454 3.0 2038 391 24 151,226 2.9 2039 519 7 148,225 2.8 2040-2143 2,098 128 1,094,763 21.0 Total 16,336 673 $ 5,216,600 100.0 % (1) Leases on our multi-client properties are counted separately in the table above. Geographic Diversification The following table sets forth certain geographic information regarding our property portfolio as of September 30, 2025 (square footage in thousands): Location Number of Properties Percent Leased Approximate Leasable Square Feet Percentage of Annualized Base Rent Alabama 502 99 % 6,093 1.8 % Alaska 16 100 623 0.2 Arizona 290 99 4,709 1.8 Arkansas 309 100 3,543 0.9 California 379 98 15,006 4.7 Colorado 204 100 3,999 1.2 Connecticut 58 98 2,656 0.6 Delaware 26 96 283 0.1 Florida 1,081 99 13,616 5.2 Georgia 709 99 11,724 3.4 Hawaii 22 100 48 0.1 Idaho 40 100 422 0.2 Illinois 591 100 14,055 4.2 Indiana 481 99 12,325 2.5 Iowa 123 98 4,353 0.7 Kansas 214 100 5,525 1.0 Kentucky 452 100 7,139 1.5 Louisiana 377 100 5,921 1.6 Maine 112 99 1,310 0.5 Maryland 100 99 4,364 1.2 Massachusetts 216 99 7,882 3.8 Michigan 585 99 8,783 2.6 Minnesota 289 100 5,669 1.6 Mississippi 335 100 5,472 1.1 Missouri 436 99 6,765 1.7 Montana 30 100 401 0.2 Nebraska 88 99 1,339 0.3 Nevada 81 100 4,638 1.8 New Hampshire 70 94 1,307 0.4 New Jersey 153 98 2,803 1.3 New Mexico 148 100 2,206 0.7 New York 376 99 6,837 2.6 North Carolina 488 99 10,236 2.5 North Dakota 26 100 597 0.2 Ohio 830 97 23,151 4.2 Oklahoma 390 99 5,663 1.5 Oregon 41 100 703 0.3 Pennsylvania 369 94 7,441 1.9 Rhode Island 34 100 344 0.2 South Carolina 392 99 6,162 1.7 South Dakota 40 98 622 0.2 Tennessee 578 100 9,795 2.4 Texas 1,844 97 35,669 9.6 Utah 56 100 2,617 0.6 Vermont 19 100 175 0.1 Virginia 418 98 9,204 2.5 Washington 83 99 1,846 0.6 West Virginia 110 100 1,099 0.4 Wisconsin 328 100 8,546 1.8 Wyoming 24 100 195 0.1 Puerto Rico 6 100 59 * U.S. Virgin Islands 1 100 38 * France 29 100 2,084 0.4 Germany 4 100 190 * Ireland 22 100 2,406 0.7 Italy 43 100 2,774 0.8 Poland 3 100 3,551 0.5 Portugal 6 100 142 * Spain 98 100 8,051 1.4 United Kingdom 367 100 33,983 13.9 Total/average 15,542 99 % 349,159 100.0 % • *Less than 0.1% -53- Table of Contents IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS For information on the impact of new accounting standards on our consolidated financial statements, see note 1, Summary of Significant Accounting Policies , to our Consolidated Financial Statements. CRITICAL ACCOUNTING POLICIES Our consolidated financial statements have been prepared in accordance with U.S. GAAP and are the basis for our discussion and analysis of financial condition and results of operations. Preparing our consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in the consolidated financial statements. We believe that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. There have been no material changes to the Critical Accounting Policies disclosed in our annual report on Form 10-K for the year ended December 31, 2024. This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in note 1, Summary of Significant Accounting Policies and Procedures and New Accounting Standards, to our consolidated financial statements in our annual report.