What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-02-25 compared with 2025-02-25 · 222 added, 166 removed, 179 unchanged (68% of the section changed)

2 unchanged sentences

O), an S&P 500 company, is real estate partner to the world's leading companies ® .

Founded in 1969, we invest in diversified commercial real estate and as of December 31, 2024, have a portfolio of over 15,600 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and six other countries in Europe.

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

As of December 31, 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 eight 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 656 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats ® index for having increased our dividend for the last 30 consecutive years.

Over the past 56 years, Realty Income has been acquiring and managing freestanding commercial properties that generate rental revenue under long-term net lease agreements with our commercial clients.

We are structured as a real estate investment trust ("REIT") requiring us annually to distribute at least 90% of our taxable income (excluding net capital gains) in the form of dividends to our stockholders.

On January 23, 2024, we closed on our merger with Spirit Realty Capital, Inc.

("Spirit", formerly NYSE:

SRC), which is further described in note 2 , Merger with Spirit Realty Capital, Inc.

, to the consolidated financial statements.

The Spirit portfolio consisted of 2,018 U.S.

retail, industrial, and other properties across 49 states.

This transaction enhanced the diversification and depth our real estate portfolio and allowed us to strengthen our longstanding relationships with existing clients and curate new ones.

BUSINESS PHILOSOPHY AND STRATEGY

We believe that actively managing a diversified portfolio of commercial properties under long-term, net lease agreements produces consistent and predictable income.

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 believe that a portfolio of properties under long-term net lease agreements with our commercial clients generally produces a more predictable income stream than many other types of real estate portfolios, while continuing to offer the potential for growth in rental income.

Diversification is a key component of our investment philosophy.

We believe that diversification of the portfolio by client, industry, geography, and property type leads to more consistent and predictable income for our stockholders by reducing vulnerability that can come with any single concentration.

Our investment activities have led to a diversified property portfolio and as of December 31, 2024, we owned or held interests in 15,621 properties located in all 50 U.S.

states, the U.K., France, Germany, Ireland, Italy, Portugal, and Spain with clients doing business in 89 industries.

As we look to continue to expand our platform globally, we focus upon building relationships with new multinational clients that seek a real estate partner with an expanding geographic footprint.

Since our listing on the NYSE in 1994, we have had 133 dividend increases and are a member of the S&P 500 Dividend Aristocrats ® index for having increased our dividend for over 31 consecutive years.

Our Primary Business Activities

Our primary business is the acquisition, ownership, and active management of freestanding commercial properties leased under long‑term net lease agreements to a diversified base of operators, including a blend of investment grade, investment grade equivalent, and other creditworthy clients.

We focus on clients with strong business models, resilient cash flow characteristics, and locations that are strategically important to their operations and aligned with our long‑term investment objectives.

These activities are supported by data‑driven analytics that inform client selection, site quality, and portfolio construction.

Under a net lease structure, clients are typically responsible for most or all property-level operating expenses, including real estate taxes, insurance, and maintenance, while we are entitled to receive contractually defined rental payments, many of which include embedded contractual rent escalations.

This structure, together with our analytics‑supported underwriting, is designed to generate a stable and predictable revenue stream, provide built‑in growth over time, and reduce our exposure to variable operating costs, contributing to the durability and consistency of our cash flows across market cycles.

Our asset management approach includes ongoing monitoring of client performance, property‑level oversight, proactive leasing and disposition strategies, and maintaining strong client relationships.

Together, these capabilities support long‑term occupancy, favorable leasing and releasing outcomes, and help preserve and enhance the value of our portfolio.

We use internal analytics to prioritize actions that support occupancy, re‑leasing outcomes, and value creation.

As a net lease real estate investment trust ("REIT"), we finance our business through a combination of long‑term debt, equity, retained cash flow and capital recycling through dispositions.

We manage our balance sheet with a focus on maintaining financial flexibility, access to multiple forms of capital, and a conservative leverage profile.

These attributes, combined with our scale and cost‑of‑capital advantages, position us to pursue high‑quality investment opportunities and have enabled us to deliver consistent long‑term value to our stockholders.

The Company faces competition from other REITs, businesses and other entities in the acquisition, development and operation of freestanding commercial properties.

Many such competitors own or operate properties similar to ours in some of the same areas where our properties are located.

See "In order to grow we need to continue to acquire investment properties.

The acquisition of investment properties may be subject to competitive pressures." in Item 1A.

Risk Factors.

Strategic Growth Initiatives

We pursue growth initiatives that enhance the scale, diversification, and durability of our portfolio while remaining consistent with our investment philosophy and risk management framework.

These initiatives include geographic expansion;

increased investment in property types with strong growth prospects;

real estate investments across the capital structure;

expansion of our private capital business through joint ventures, private funds, and other arrangements;

and strategic asset management initiatives, which may be pursued individually or concurrently.

Our entry into new growth verticals is subject to a rigorous and deliberate evaluation process.

We pursue opportunities where we believe we can leverage our existing platform, operating capabilities, strategy, and investment expertise to generate attractive risk‑adjusted returns over the long term.

Real Estate Investment Strategy - Retail Investment Focus

Retail properties represent a significant portion of our portfolio.

Within this category, we primarily target properties that support service-oriented, non-discretionary, and/or low-price-point business models.

These uses often provide essential or recurring services and, in our experience, tend to exhibit more resilient demand characteristics across economic cycles.

We use predictive analytics to help identify retail formats and locations with durable demand profiles and attractive unit-level economics.

We also prioritize retail clients that have demonstrated resilience to e‑commerce, including through necessity‑based offerings, experiential components, or strong omnichannel strategies that effectively integrate physical locations with digital platforms.

We believe these attributes support durable cash flows and long‑term occupancy.

Consistent with this approach, we seek to acquire, invest in, and develop high‑quality real estate that our clients consider important to the successful operation of their businesses.

Our strategy emphasizes owning or holding interests in commercial real estate that supports durable, long‑term cash flow and aligns with our net lease model, while allowing for selective expansion where we believe we can enhance returns and diversification.

After evaluating strategic considerations, we pursue investments where we believe we can achieve an attractive investment spread relative to our cost of capital and favorable risk‑adjusted returns.

Geographic Expansion

Geographic expansion is an important component of our investment strategy where we believe we can apply our established net lease expertise within markets that provide diversification benefits and attractive long‑term fundamentals.

Since our initial entry into the U.K.

in 2019, we have successfully grown and scaled our U.K.

and European platforms, and as of December 31, 2025, our U.K.

and European assets represented approximately 19% of our annualized base rent (as defined in "Property Portfolio Information" below), compared to approximately 14% as of December 31, 2024.

This growth reflects our sustained investment activity in the region, with U.K.

and Europe representing approximately 60% of our total acquisition volume in 2025.

We believe that our large U.K.

and European net lease real estate presence provides us with a meaningful competitive advantage.

We have established a fully integrated European platform that we believe would require significant time, scale, capital, and expertise for new entrants to replicate.

International expansion has also enhanced our flexibility and optionality, allowing us to dynamically allocate capital across geographies in response to evolving real estate fundamentals and capital market conditions.

During 2025, we expanded our portfolio into Poland and the Netherlands, further growing and diversifying our European footprint .

Subsequent to year‑end, in January 2026, we made initial investments in Mexico through a joint‑venture with leading global institutional partners.

We regularly evaluate additional geographies globally where we believe we can partner with high‑quality clients and operate within legal, regulatory, and real estate market environments that support our long‑term risk‑adjusted return objectives.

Property Type Diversification

In addition to geographic diversification, our investment strategy includes selective expansion across real estate property types where we believe favorable secular tailwinds support durable cash flows and attractive returns.

In recent years, this has included greater investment activity in property types such as data centers, gaming, and industrial real estate.

We believe demand trends within these sectors support strong internal rates of return while also providing diversification benefits within our overall portfolio.

Real Estate Credit Investments

We also complement our core equity real estate ownership activities with other initiatives, including real estate credit investments and active asset management.

In recent years, we have expanded our investment activities beyond traditional equity ownership to include credit investments across the real estate capital structure.

As of December 31, 2025, we held loans and preferred equity interests totaling $3.1 billion, an increase from $1.5 billion as of December 31, 2024.

These investments provide attractive risk‑adjusted return profiles and can serve as a natural hedge to the possible impact of rising interest rates on our cost of capital.

We also believe that participating in other investment structures and tangential real estate revenue-generating activities deepens our client relationships and supports broader strategic initiatives.

Investment Strategy

We seek to acquire, invest in and develop high-quality real estate that our clients consider important to the successful operation of their businesses.

We generally seek to own or hold interests in commercial real estate that has some or all of the following characteristics:

• Properties in markets or locations important to our clients;

• Properties with strong demographic attributes or that we deem to be profitable for our clients;

• Properties with real estate valuations that approximate replacement costs;

• Properties with rental or lease payments that approximate market rents for similar properties;

• Properties that can be purchased with the simultaneous execution or assumption of long-term net lease agreements, offering both current income and the potential for future rent increases;

• Properties that leverage relationships with clients, sellers, investors, or developers as part of a long-term strategy;

• Properties that leverage our proprietary insights, including those in locations and geographic markets we expect to remain strong or strengthen in the future.

We typically seek to invest in properties or portfolios of properties owned or leased by clients that are already or could become leaders in their respective businesses supported by mechanisms including (but not limited to) occupancy of prime real estate locations, pricing, merchandise assortment, service, quality, economies of scale, consumer branding, e-commerce, and advertising.

We have an internal team dedicated to sourcing such opportunities, often using our relationships with various clients, owners/developers, brokers, and advisers to uncover and secure transactions.

We also undertake thorough research and analysis to identify what we consider to be appropriate property locations, clients, and industries for investment.

This research expertise is instrumental to uncovering investment opportunities in markets where we believe we can add value.

In selecting potential investments, we generally look for clients with the following attributes:

• Reliable and sustainable cash flow, including demonstrated economic resiliency;

• Revenue and cash flow from multiple sources;

• Are willing to sign a long-term lease (10 or more years);

• Are large owners and users of real estate.

From a retail perspective, our investment strategy is to target clients that have a service, non-discretionary, and/or low-price-point component to their business.

We target investments with clients who have demonstrated resiliency to e-commerce or have a strong omnichannel retail strategy, uniting brick-and-mortar and mobile browsing, both of which reflect the continued importance of last mile retail, the movement of goods to their final destination, real estate as part of a customer experience and supply chain strategy.

Our overall investments (including last mile retail) are driven by an optimal portfolio strategy that, among other considerations, targets allocation ranges by asset class and industry.

We review our strategy periodically and stress test our portfolio in a variety of positive and negative economic scenarios to ensure we deliver consistent earnings growth and value creation across economic cycles.

As a result of the execution of this strategy, approximately 91% of our annualized retail contractual rent on December 31, 2024, is derived from our clients with a service, non-discretionary, and/or low price point component to their business.

We believe these characteristics enhance the stability of the rental revenue generated from these properties.

After applying this investment strategy, we pursue those transactions where we believe we can achieve an attractive investment spread over our cost of capital and favorable risk-adjusted returns.

We will continue to evaluate all investments for consistency with our objective of owning net lease assets.

We generally seek to invest in properties that exhibit some or all of the following characteristics:

• Located in markets or sites that are important to our clients’ operations;

• Strong demographic attributes or that we believe are profitable for our clients;

• Real estate valuations that approximate replacement costs;

• Rental or lease payments that approximate market rents for comparable properties;

• Can be acquired with the simultaneous execution or assumption of long‑term net lease agreements, providing current income and the potential for future rent growth;

• Leverage long‑standing relationships with clients, sellers, investors, or developers as part of a long‑term strategy;

• Benefit from our proprietary insights, including locations and geographic markets we expect to remain stable or strengthen over time.

Our internal team sources opportunities through relationships with clients, owners, developers, brokers, and advisors, supported by research, predictive analytics, and analysis of market conditions, industries, client profiles, and location‑level performance trends.

Underwriting Strategy

To be considered for acquisition, investments must meet stringent underwriting requirements.

We analyze investments based on one or more of the following criteria:

Our underwriting process incorporates various data-driven tools to evaluate industry trends, client performance, location-level economics, and downside scenarios, which inform both investment selection and structuring decisions.

To be considered for acquisition, investments must meet our established underwriting requirements.

We evaluate opportunities using one or more of the following criteria:

• Industry, client (including credit), and market conditions;

• Expected financial returns under various scenarios (including default);

• The value of real estate (based on replacement cost, comparative rental rates and alternative uses), or other collateral backing the client’s contractual obligations;

• Store profitability for retail locations if profitability data is available or the importance of the real estate location to the operations of the clients’ business.

With regard to real estate investments, we typically own the land and building in which a client conducts its business or which are critical to the client’s ability to generate revenue.

It has been our experience that clients must retain their profitable and critical locations to survive.

Therefore, in the event of reorganization, we believe they are less likely to reject a lease of a profitable or critical location because this would terminate their right to use the property.

Thus, as the property owner, we believe that we should fare better than unsecured creditors of the same client in the event of reorganization.

If a property is rejected by our client during reorganization, we own the property and can either lease it to a new client or sell the property.

In addition, we believe that the risk of default on real estate leases can be further mitigated by monitoring the performance of our clients’ individual locations and considering whether to proactively sell locations that meet our criteria for disposition.

We conduct comprehensive reviews of the business segments and industries in which our clients operate.

In addition, prior to entering into any transaction, our credit research team conducts a review of a client’s credit quality.

The information reviewed may include reports and filings, including any public credit ratings, financial statements, debt and equity analyst reports, and reviews of corporate credit spreads, stock prices, market capitalization, and other financial metrics.

We conduct due diligence, including financial reviews of the client, monitor our clients’ credit quality on an ongoing basis, and provide summaries of these findings to management.

At December 31, 2024, 32.4% of our total portfolio annualized contractual rent (as defined in "Property Portfolio Information" below) comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies.

At December 31, 2024, our top 20 clients (based on percentage of total portfolio annualized contractual rent) represented 36.4% of our annualized rent and 10 of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment grade companies.

• The value of the underlying real estate—based on replacement cost, market rental rates, and alternative-uses—or other collateral supporting the client’s contractual obligations;

• Store‑level profitability for retail locations, when available, or the importance of the real estate location to the operations of the client’s business.

For real estate investments, we typically own the land and building in which a client conducts business or that is critical to its revenue generation.

In our experience, properties that are mission‑critical to a client’s operations are more likely to be retained at lease expiration and, in many cases, renewed on favorable terms, reflecting the strategic importance of the location to the client’s business.

Clients are generally highly incentivized to maintain control of profitable or operationally essential locations.

As a result, we believe such leases are also less likely to be rejected during a reorganization process, as rejection would terminate the client’s right to use assets that are central to ongoing operations and revenue generation.

If a property were to be rejected during reorganization, we retain ownership of the asset and can re-lease or sell the property, thereby preserving value.

We further mitigate risk by monitoring property‑level performance and consider disposition of assets that do not meet our criteria.

Our underwriting process includes comprehensive reviews of the industries and business segments in which our clients operate.

Prior to any transaction, our credit research team reviews the client’s credit quality using publicly available filings, industry reports, credit ratings (if any), financial statements, and market data including debt pricing, equity performance, and capitalization trends.

This analysis is informed by active and ongoing dialogue with the management teams of our clients, which provides insight into operating performance, capital allocation priorities, and strategic initiatives.

We monitor client credit quality on an ongoing basis and provide management with regular, synthesized assessments of credit trends, emerging risks, and portfolio‑level exposures.

As of December 31, 2025, 32.2% of our total portfolio annualized base rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies.

Our top 20 clients (based on percentage of total portfolio annualized base rent) represented 35.8% of our annualized base rent and 11 of these clients have investment‑grade credit ratings or are subsidiaries or affiliates of investment‑grade companies.

Asset Management Strategy

In addition to pursuing new properties for investment, we seek to increase earnings and dividends through active asset management.

Generally, our asset management efforts seek to achieve:

• Rent increases during and at the expiration of existing leases, when market conditions permit;

• Optimum exposure to certain clients, industries, and markets through re-leasing vacant properties and selectively selling properties;

• Maximum asset-level returns on properties that are renewed, re-leased or sold;

• Additional value creation opportunities from the existing portfolio by leveraging internal capabilities to enhance individual properties, pursue alternative uses, and derive ancillary revenue.

As part of our ongoing credit and predictive analytics research, we continually monitor our portfolio for any changes that could affect the performance of our clients, our clients’ industries, and the real estate locations in which we have invested.

We also regularly analyze our portfolio with a view towards optimizing its returns and enhancing its overall credit quality.

Our disposition strategy remains a function of our active investment management approach, supported by several data-driven tools, and aims at further enhancing our portfolio and maximizing portfolio returns through the sale of select assets when we believe the reinvestment of the sale proceeds will:

• Generate higher returns;

• Enhance the credit quality of our real estate portfolio;

• Extend our average remaining lease term;

• Strategically decrease client, industry, or geographic concentration.

The active management of the portfolio is an essential component of our long-term strategy of maintaining high occupancy.

In addition to pursuing new investment opportunities, we seek to enhance growth and support long‑term dividend performance through the active management of our existing portfolio.

Our asset management approach focuses on anticipating client needs, maintaining high occupancy, and optimizing asset‑level performance.

We leverage longstanding client relationships, predictive analytics, and other data to inform lease negotiations, renewal strategies, and other value‑enhancing initiatives.

We closely monitor client credit, operating performance, and property‑level conditions to identify emerging risks and opportunities across the portfolio.

In situations involving client financial distress or bankruptcy, our asset management team works proactively to preserve and, where possible, enhance cash flow and asset value.

Through a combination of early engagement, lease restructuring, negotiated resolutions, and rapid re‑leasing efforts, we have historically achieved favorable rent recapture outcomes on properties impacted by client bankruptcies.

We believe our scale, data‑driven insights, and long‑standing market relationships enable us to efficiently resolve these situations and limit disruption to portfolio performance.

For vacant properties, our property management team assumes day‑to‑day operational responsibility to preserve asset quality and control expenses while positioning the property for re‑lease or disposition.

Our asset management efforts are focused on achieving the following objectives:

• Securing rent increases during existing lease terms and at lease expiration, when market conditions permit;

• Optimizing exposure to individual clients, industries, and markets through selective re‑leasing and strategic asset sales;

• Maximizing asset‑level returns on properties that are renewed, re‑leased, or sold;

• Creating additional value within the existing portfolio by pursuing secondary property uses to generate ancillary revenue;

• Implementing economically optimal end‑of‑lease solutions that align with our risk‑adjusted return objectives and support long‑term client relationships;

• Maintaining asset quality and cost efficiency through active property management across the portfolio, including both occupied and vacant assets.

As part of our ongoing analytics‑driven credit and portfolio monitoring process, we evaluate factors that may affect client performance, industry trends, and the long‑term viability of individual real estate locations.

These insights inform our asset‑level decision‑making and support our broader objective of optimizing portfolio returns and enhancing overall credit quality.

In certain cases, early terminations also present an opportunity to capitalize on favorable market conditions when we have immediate or pre‑negotiated re‑leasing solutions in place.

When paired with attractive replacement leases, the combination of termination proceeds and accelerated re‑leasing can generate materially higher unlevered returns and incremental value that was not contemplated at the time of the original investment.

When appropriate, these negotiated terminations can be both an effective risk‑mitigation tool and a disciplined source of internal growth.

During 2025, we recognized approximately $48.9 million in income from lease terminations.

Our disposition strategy is an extension of this active investment management approach and is supported by a variety of data‑driven tools.

We seek to enhance portfolio quality and maximize long‑term returns by selectively selling assets when we believe that reinvesting the proceeds is likely to:

• Generate higher risk‑adjusted returns;

• Improve the overall credit quality of our real estate portfolio;

• Extend our weighted average remaining lease term;

• Strategically reduce concentration by client, industry, or geography.

The active management of our portfolio is a core component of our long‑term strategy to maintain high occupancy, enhance diversification, and support consistent, durable cash flow growth.

Predictive Analytics & AI‑Enabled Decisioning

We view operational scale, proprietary data, and proprietary technology as core competitive advantages that strengthen our ability to source, underwrite, and manage a large and diversified net lease portfolio.

Since 2019, we have meaningfully expanded our investment in people, systems, and automation to enhance our decision-making, efficiency, and risk management across the full investment lifecycle.

Our “One Team” leverages these proprietary capabilities daily, including predictive analytics, a tailored and supplemental enterprise resource planning (“ERP”) platform with source-to-book workflow automation, and robotic process automation (“RPA”) initiatives that support scalability and operating leverage.

A key component of our platform is predictive analytics, which is embedded in our business system and applied to underwriting acquisitions through ongoing portfolio optimization and disposition decisions.

Predictive analytics helps us identify opportunities, evaluate investments, monitor asset performance, and proactively manage portfolio risks over time.

Our predictive analytics platform uses machine learning models trained on proprietary financial and leasing data across more than 15,500 properties, combined with millions of external data points stored in our data warehouse.

These tools are built and supported by dedicated data science, machine learning engineering, and business analysis teams, enabling us to convert large volumes of data into actionable insights.

This technology foundation has supported our evaluation of more than $50 billion in transaction volume to date and reinforces our discipline in underwriting and capital allocation.

Capital Philosophy

A primary objective of Realty Income is to deliver dependable monthly dividends to our stockholders that increase over time.

To achieve this goal, we make a variety of capital allocation decisions, including with respect to our investments, leasing and releasing terms, and property development among other capital expenditures.

We fund these expenditures by utilizing internally generated cash flow, dispositions, debt and equity issuances and term loan borrowings.

Over the long term, we believe that common stock should represent the majority of our capital structure.

We may issue common stock when we believe our share price supports accretive deployment of proceeds into additional properties, to permanently finance properties that were initially financed by our revolving credit facility, commercial paper programs, or shorter-term debt securities, and to repay or refinance debt.

In addition, we continue to explore capital diversification initiatives, including the establishment of a fund business which we believe has the potential to expand our alternatives for sources of future capital.

However, we cannot assure you that we will have access to these sources of capital at all times and at terms that are acceptable to us.

A primary objective of Realty Income is to deliver dependable monthly dividends to stockholders that increase over time.

To achieve this goal, we make disciplined capital allocation decisions across our investment activities, leasing and re‑leasing efforts, property development, and other capital expenditures—guided by our focus on balance sheet strength, cost‑of‑capital efficiency, and long‑term risk management.

We fund our capital requirements through internally generated cash flow, dispositions, bank debt financing, public and private debt and equity markets, and our private capital business including through joint ventures and other co-investment ventures.

While the issuance of common stock has historically been an important component of our capital structure, we continue to broaden and diversify our sources of capital to reduce reliance on the public capital markets.

This approach enhances capital availability across market cycles, improves cost‑of‑capital certainty, and increases financial flexibility.

Consistent with this strategy, we look for opportunities to leverage alternative capital sources, including our private capital platform, which enables us to invest alongside third‑party capital while expanding our investable universe, earning recurring asset management fees and retaining economic alignment through shared ownership of high-quality investments.

We also utilize joint venture partnerships and structured investments to efficiently access capital, broaden our investor base, and pursue larger or more complex transactions without disproportionately increasing balance sheet leverage.

Our international business further enhances this capital flexibility by providing incremental optionality across geographies, currencies, and capital markets.

In many cases, international markets offer more favorable transaction structures, longer lease terms, and more attractive risk‑adjusted returns, which can translate into improved investment economics relative to domestic alternatives.

This global presence allows us to allocate capital dynamically, pursue opportunities where terms are most compelling, and maintain discipline across varying market conditions.

Finally, we seek to optimize our liability structure through the evaluation and selective use of long‑term and hybrid debt instruments when they provide an efficient means to reduce our cost of capital, extend maturities, or preserve equity value.

These instruments can offer additional balance sheet flexibility and support growth while mitigating risk, without relying solely on common equity issuance.

Human Capital

We put great effort into cultivating an inclusive company culture.

We seek to hire talented employees with diverse backgrounds and perspectives and look to foster an environment that allows for regular, open communication where capable team members have fulfilling careers and are encouraged to engage with and make a positive impact on our Company, its operations, its business partners, and the communities in which we operate.

Employees operate as "One Team" and, together, we are committed to providing an engaging work environment centered on our values of:

Our most valuable asset is our people.

We believe that prioritizing the growth and development of our employees and the well-being of our communities is important to long-term value creation, business continuity and corporate success.

Our commitment to our employees includes investing in our employees’ training and development, recruiting local talent, providing compensation and benefit packages that we believe are competitive with that of our peers and competitors and are fair among employees with similar job functions and work conditions.

Our aim is to foster an environment that allows for regular, open communication, in which capable team members have fulfilling careers and are encouraged to make a positive impact on our Company, its operations, business partners, and the communities in which we operate.

We operate as "One Team" and are committed to providing our employees an engaging work environment centered on our values of:

• Do the Right Thing,

4 unchanged sentences

Recruitment, Development and Retention

At the heart of our corporate culture lie our dedicated employees, who form the foundation of our organization, representing our most valuable assets.

Our recruitment, development, and retention strategies are core to our people-centered corporate culture.

As of December 31, 2025, our workforce comprises 544 professionals.

The majority of our talented team members are recruited and hired from the communities in which we operate, embodying our commitment to local engagement.

To extend the scope of our talent acquisition efforts, we have implemented various initiatives, including college and high school internship programs.

To broaden our talent acquisition efforts, we have implemented various initiatives, including college and high school internship programs.

Our comprehensive approach encompasses a wide range of strategies, such as engaging with affinity associations, and fostering employee referrals.

These measures ensure that we continually attract and embrace a diverse pool of candidates.

These measures ensure that we continually attract and embrace a diverse pool of qualified candidates.

Furthermore, we recognize that internal mobility within our organization unlocks yet another great source of talent.

By encouraging our current employees to expand their skills and take on new challenges, we tap into a rich reservoir of potential that enhances our workforce's capabilities and reinforces our corporate culture.

We offer leadership development programs and train on critical topics such as ethics, insider trading, anti-discrimination and harassment, anti-bribery, consumer privacy, cybersecurity, workplace violence prevention, safety, and other Company policies.

In furtherance of our commitment to the professional growth of our employees, we offer leadership development programs and train on critical topics such as ethics, insider trading, anti-discrimination and harassment, anti-bribery, consumer privacy, cybersecurity, workplace violence prevention, safety, and other Company policies.

We provide professional development opportunities for "One Team" members and provide assistance and support to employees who are pursuing job-related licenses, certifications, and continuing education.

Employee retention is essential for supporting a positive culture and productive workforce.

Accordingly, we believe we offer competitive compensation and benefits packages.

Employee retention is vital for maintaining a positive culture and productive workforce.

We believe we offer competitive compensation and benefits packages, which play a significant role in our retention.

Benefits include medical, dental, and vision coverage for employees and their families, 401(k) or equivalent plans with Company matching opportunity;

2 unchanged sentences

and, in years that the Company's performance meets certain goals, the ability to earn equity in the Company subject to applicable vesting periods.

Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Sustainability Report, both of which can be found on our website.

Information on our website, including our Sustainability Report, is not incorporated by reference into this annual report.

Employee Health, Safety and Wellbeing

We prioritize the health, safety, and wellbeing of our team members.

Our wellbeing program is thoughtfully designed to empower employees by fostering personal and professional growth through engaging activities and educational initiatives.

Centered around five key pillars—purpose, social connection, financial health, community engagement, and physical wellness—our program provides a holistic approach to enhancing overall wellbeing.

In fostering a healthy work environment, we promote work-life balance by offering flexible schedules and providing discounted fitness programs, paid family leave, parental leave, onsite lactation rooms, an infant-at-work program, employee health fairs, and an employee assistance program, among other programs and services.

Our wellbeing program is thoughtfully designed to empower employees by fostering personal and professional growth through engaging activities and educational initiatives centered around five key pillars:

purpose, social connection, financial health, community engagement, and physical wellness.

Our program provides a holistic approach to enhancing overall wellbeing and promotes work-life balance by offering flexible schedules and providing discounted fitness programs, paid family leave, parental leave, onsite lactation rooms, an infant-at-work program, employee health fairs, and an employee assistance program, among other programs and services.

Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Sustainability Report, both of which can be found on our website.

Information on our website, including our Sustainability Report, is not incorporated by reference into this annual report.

Government Regulation

Compliance with various governmental regulations in the countries in which we operate has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material.

federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property, anti-money laundering and anti-bribery and corruption laws and regulations, data privacy laws and regulations, sanctions restrictions, foreign laws and regulations, gaming laws and regulations and the Americans with Disabilities Act of 1990, ("ADA").

We incur costs to monitor and take actions to comply with applicable federal, international, state and local governmental regulations that are applicable to our business, which include, among others, securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, zoning, usage and other regulations relating to real property (including related to building performance standards such as, for example, energy, water, and waste efficiency), anti-money laundering and anti-bribery and corruption laws and regulations, data privacy laws and regulations, sanctions restrictions, gaming laws and regulations, and the Americans with Disabilities Act of 1990 ("ADA").

We believe that our properties generally have the necessary permits and approvals needed and are in compliance with applicable laws and regulations in the countries in which we operate.

Environmental Matters

Investments in real property can create a potential for environmental liability.

Investments in real property can create potential for environmental liability.

Federal, state and local environmental laws and regulations regulate releases of hazardous or toxic substances into the environment.

While our tenants are generally primarily responsible for compliance with environmental laws and regulations, we as the property owner have faced and can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property.

While our clients are generally primarily responsible for compliance with environmental laws and regulations, we as the property owner have faced and can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property.

We can face such liability regardless of our knowledge of the contamination;

2 unchanged sentences

or the party responsible for the contamination of the property.

Some of our properties contain, have contained, or are adjacent to or near properties that contain or have contained storage tanks for petroleum products or that involve or involved the use of hazardous or toxic substances.

Under certain laws and regulations, a current or previous owner, operator or tenant may be required to investigate and clean-up hazardous or toxic substances or petroleum product releases or threats of releases, and may be held liable to a government entity or third parties for property damage and for investigation, clean-up and monitoring costs incurred by those parties in connection with actual or threatened contamination.

These laws typically impose clean-up responsibility and liability without regard to fault, or whether or not the owner, operator or tenant knew of or caused the contamination.

The liability may be joint and several for the full amount of the investigation, clean-up and monitoring costs incurred or to be incurred or actions to be undertaken, although a party held jointly and severally liable may seek contributions from other identified, solvent, responsible parties for their fair share toward these costs.

In addition, strict environmental laws regulate a variety of activities that can occur on a property, including the storage of petroleum products or other hazardous or toxic substances, air emissions and water discharges.

Such laws may impose fines or penalties for violations.

Environmental laws also govern asbestos-containing materials (“ACM”).

Federal regulations require building owners and those exercising control over a building’s management to identify and warn, through signs and labels, of potential hazards posed by workplace exposure to ACM in their building.

The regulations also have employee training, record keeping and due diligence requirements pertaining to ACM.

Significant fines can be assessed for violation of these regulations, and we could be subject to lawsuits if personal injury from exposure to ACM occurs.

Federal, state and local laws and regulations also govern the removal, encapsulation, disturbance, handling and/or disposal of ACM when those materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building.

These laws may impose liability for improper handling or a release into the environment of ACM and may provide for fines to, and for third parties to seek recovery from, owners or operators of real properties for personal injury or improper work exposure associated with ACM.

In addition, our properties have contained and may contain in the future or develop harmful mold or other airborne contaminants.

The presence of significant mold or other airborne contaminants at any of our properties has required us to and could require us to undertake in the future costly remediation to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation.

Further, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants or others if property damage or personal injury occurs.

Available Information

3 unchanged sentences

PROPERTY PORTFOLIO INFORMATION

At December 31, 2024, most of the properties in our portfolio were leased under net lease agreements.

As of December 31, 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.

1 unchanged sentence

(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 contractual 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 contractual 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 contractual rent has not been reduced to reflect reserves recorded as adjustments to rental revenue under generally accepted accounting principles in the United States, ("U.S.

We define total portfolio annualized base rent as the monthly cash base rent for all leases in place as of the end of the period, multiplied by 12, excluding percentage rent.

This methodology produces an annualized amount as of a point in time but does not take into consideration future (i) scheduled rent increase, (ii) leasing activity, or (iii) lease expirations, and it excludes properties that were no longer owned 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 rental revenue under generally accepted accounting principles in the United States, ("U.S.

GAAP") 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.

We are engaged in a single business activity, which is the leasing of property to clients, generally on a net lease 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 contractual rent:

Percentage of Total Portfolio Annualized Contractual Rent by Industry

Convenience Stores 10.2% 10.2% 8.6% 9.1% 11.9%

Percentage of Total Portfolio Annualized Base Rent by Industry

December 31, 2025 December 31, 2024

Grocery 11.0% 10.1%

Dollar Stores 6.4 7.1 7.4 7.5 7.6

Convenience Stores 9.6 10.2

Home Improvement 6.4 6.0

Dollar Stores 6.1 6.4

Restaurants-Quick Service 4.8 4.9

Health and Fitness 4.3 4.3

Drug Stores 4.3 4.7

Automotive Service 4.3 4.5

Health and Fitness 4.3 3.9 4.4 4.7 6.7

Restaurants-Casual Dining 3.8 4.0

General Merchandise 3.6 3.2

Gaming 3.1 3.2

Transportation Services 2.9 2.3

Home Furnishings 2.8 2.8

Health Care 2.7 2.7

Apparel Stores 2.6 2.2

Sporting Goods 2.4 2.3

Wholesale Clubs 2.2 2.3

Theaters 1.9 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 December 31, 2024 (dollars in thousands):

The following table sets forth certain property type information regarding our property portfolio as of December 31, 2025 (dollars and square footage in thousands):

Property Type Number of

Properties Approximate

Square Feet (1)

Total Portfolio Annualized Contractual Rent Percentage of Total Portfolio Annualized Contractual Rent

Annualized Base Rent Percentage of Annualized Base Rent

Retail 14,864 220,031 $ 4,204,454 79.1 %

4 unchanged sentences

(1) Represents leasable building square footage and includes our portfolio of unconsolidated joint ventures based on ownership percentage.

Excludes 2,962 acres of leased land categorized as agriculture at December 31, 2024.

(2) "Other" primarily includes 16 properties classified as office with $51.2 million in annualized contractual rent, 27 properties classified as agriculture with $38.7 million in annualized contractual rent, 21 properties classified as country clubs with $24.8 million in annualized contractual rent, and three properties classified as data centers with $24.5 million in annualized contractual rent, as well as one land parcel under development.

Excludes 2,962 acres of leased land categorized as agriculture as of December 31, 2025.

(2) "Other" primarily includes 27 properties classified as agriculture with $35.8 million in annualized base rent, 14 properties classified as office with $33.4 million in annualized base rent, 21 properties classified as country clubs with $27.9 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 contractual rent, which does not give effect to deferred rent or interest earned on loans and preferred equity investments, at December 31, 2024:

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 December 31, 2025:

Client Number of

Leases Percentage of Total Portfolio Annualized Contractual Rent

Leases Percentage of Portfolio Annualized Base Rent (1)

7-Eleven 812 3.3 %

1 unchanged sentence

Walgreens 400 3.1

Dollar Tree / Family Dollar 1,372 3.0

EG Group Limited 414 2.1

Wynn Resorts 1 2.0

Lifetime Fitness 38 1.9

Family Dollar 1,257 2.6

Life Time Fitness 41 2.1

EG Group 414 2.0

(B&Q) Kingfisher 70 2.0

BJ's Wholesale Club 44 1.6

Wynn Resorts 1 1.9

Sainsbury's 40 1.5

CVS Pharmacy 212 1.2

BJ's Wholesale Club 45 1.5

Tractor Supply 243 1.4

CVS Pharmacy 208 1.1

MGM (Bellagio) (2)

LA Fitness 65 1.2

Home Depot 41 1.1

AMC Theatres 39 1.1

Walmart / Sam's Club 62 1.0

Carrefour 37 1.0

LA Fitness 59 1.0

Wal-Mart / Sam's Club 62 1.0

Total 5,680 35.8 %

(1) Represents our proportionate share of the common equity ownership in the unconsolidated joint venture.

(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 contractual rent as of December 31, 2024 (dollars in thousands):

The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio (excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized base rent as of December 31, 2025 (dollars in thousands):

Total Portfolio (1)

Leases Approximate

Total Portfolio Annualized Contractual Rent Percentage of Total Portfolio Annualized Contractual Rent

Leases Annualized Base Rent Percentage of Annualized Base Rent

Year Retail Non-Retail

16 unchanged sentences

Total 16,520 684 $ 5,310,527 100.0 %

(1) Leases on our multi-client properties are counted separately in the table above.

(1) Leases on our multi-tenant properties are counted separately in the table above.

Geographic Diversification

The following table sets forth certain geographic information regarding our property portfolio as of December 31, 2024 (dollars in thousands):

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

Number of Properties

Percent Leased

Approximate Leasable Square Feet

Percentage of Total Portfolio Annualized Contractual Rent

Percentage of Annualized Base Rent

Alabama 503 99 % 6,082 1.7 %

54 unchanged sentences

Italy 76 100 3,485 0.9

Netherlands 2 100 2,915 0.5

Poland 4 100 3,551 0.5

Portugal 6 100 142 *

4 unchanged sentences

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the documents incorporated by reference, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended.

When used in this annual report, the words “estimated,” “anticipated,” “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plans,” and similar expressions are intended to identify forward-looking statements.

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

growth strategies and intentions to acquire or dispose of properties (including geographies, timing, partners, clients and terms);

This Annual Report on Form 10-K, 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 annual report, the words “estimate,” “anticipate,” "assume," “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plan,” "seek," and similar expressions are intended to identify forward-looking statements.

Forward-looking statements include discussions of our business, joint ventures, partnerships, and portfolio including management thereof;

our platform;

growth strategies, investment pipeline and intentions to acquire or dispose of properties (including geographies, timing, partners, clients and terms);

re-leases, re-development and speculative development of properties and expenditures related thereto;

future operations and results;

operations and results;

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

statements made regarding our share repurchase program;

our share repurchase program;

settlement of shares of common stock sold pursuant to forward sale confirmations under our At-the-Market (“ATM”) program;

dividends, including the amount, timing and payments of dividends;

and trends in our business, including trends in the market for long-term leases of freestanding, single-client properties.

and macroeconomic and other business trends, including interest rates and trends in the market for long-term leases of freestanding, single-tenant 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.

4 unchanged sentences

access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding);

continued volatility and uncertainty in the credit markets and broader financial markets;

other risks inherent in the real estate business including our clients' solvency, client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments, and potential damages from natural disasters;

volatility and uncertainty in the credit and financial markets;

other risks inherent in real estate, credit investments, and joint ventures or co-investment ventures, 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;

changes in domestic and foreign income tax laws and rates;

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

epidemics or pandemics including measures taken to limit their spread, the impacts on us, our business, our clients, and the economy generally;

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

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

epidemics or pandemics;

the loss of key personnel;

1 unchanged sentence

acts of terrorism and war;

and the anticipated benefits from mergers and acquisitions.

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 discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K , for the year ended December 31, 2025.

1 unchanged sentence

Forward-looking statements are not guarantees of future plans and performance and speak only as of the date this annual report was filed with the SEC.

Actual plans and operating results may differ materially from what is expressed or forecasted in this annual report and forecasts made in the forward-looking statements discussed in this annual report might not materialize.

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 results may differ materially from what is expressed or forecasted in this annual report and forecasts made in the forward-looking statements discussed in this annual 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.

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

What changed 10-K

Item 1. Business