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Item 8. Financial Statements and Supplementary Data

2026-02-25 compared with 2025-02-25 · 435 added, 413 removed, 1119 unchanged (43% of the section changed)

30 unchanged sentences

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the Fair Value of Acquired Land

As discussed in Notes 2 and 4 to the consolidated financial statements, during 2024 the Company acquired $10.1 billion of real estate properties.

As discussed in Note 1, the purchase price of a real estate acquisition is typically allocated among the individual components of both tangible and intangible assets and liabilities acquired based on their estimated fair values.

We identified the evaluation of the fair value of acquired land as a critical audit matter.

Specifically, the measurement of the fair values of land is dependent upon significant assumptions of market land values for which relevant external market data is not always readily available.

Subjective auditor judgment was required in evaluating the fair value measurements given the sensitivity of the fair value measurements to changes in these assumptions.

Assessment of the expected holding period for long-lived assets

As discussed in Note 1 to the consolidated financial statements, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances, including shortening the estimated holding periods of such assets, indicate that the carrying amount of these assets may not be recoverable.

The Company's long-lived assets primarily consist of its real estate held for investment and the related lease intangible assets, net of accumulated depreciation and amortization, which were $59.1 billion as of December 31, 2025.

We identified the assessment of the Company's impairment analysis for certain long-lived assets as a critical audit matter.

Specifically, subjective auditor judgment was required in identifying and assessing the events or changes in circumstances which may indicate a shortening of the estimated holding periods for long-lived assets.

Changes in the estimated holding periods could have a significant impact on the recoverability of the long-lived assets.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s process to allocate the purchase price of real estate acquisitions.

This included controls over the measurement of the fair value of land.

For a selection of real estate acquisitions, we involved valuation professionals with specialized skills and knowledge who assisted in evaluating a selection of the Company’s acquired land values by comparing them to independently developed ranges using market data from industry transaction databases and published industry reports.

We evaluated the design and tested the operating effectiveness of certain internal controls, which included identification and assessment of events or changes in circumstances that indicate a shortening of the estimated holding period of long-lived assets.

We evaluated the Company's estimated holding period by (i) inquiring of the Company's management, including personnel outside of the accounting department, regarding changes to the estimated holding period, (ii) obtaining written representations from management, (iii) reading the minutes of the board of directors of the Company, (iv) analyzing documents prepared by the Company regarding potential long-lived asset disposition transactions, and (v) evaluating events occurring after December 31, 2025.

We have served as the Company’s auditor since 1993.

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Other liabilities 1,066,809 923,128

Line of credit payable and commercial paper 1,130,201 764,390

Revolving credit facilities and commercial paper 2,023,414 1,130,201

Term loans, net 1,701,615 2,358,417

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Stockholders’ equity:

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000 shares authorized, 891,511 and 752,460 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000 shares authorized, 933,975 and 891,511 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively

$ 49,861,660 $ 47,451,068

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2025 2024 2023

Rental (including reimbursable) $ 5,043,748 $ 3,958,150 $ 3,299,657

Rental (including reimbursements) $ 5,437,332 $ 5,043,748 $ 3,958,150

Other 312,045 227,394 120,843

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Interest 1,134,879 1,016,955 730,423

Property (including reimbursable) 377,675 316,964 226,330

Property (including reimbursements) 428,800 377,675 316,964

General and administrative 202,554 176,895 144,536

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Gain on sales of real estate 177,640 117,275 25,667

Foreign currency and derivative gain (loss), net 3,420 ( 13,414 ) ( 13,311 )

Gain on extinguishment of debt — — 367

Foreign currency and derivative (loss) gain, net ( 28,653 ) 3,420 ( 13,414 )

Equity in earnings of unconsolidated entities 13,330 7,793 2,546

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Net income available to common stockholders $ 1,058,590 $ 847,893 $ 872,309

Total other comprehensive (loss) income

Other comprehensive income (loss):

Foreign currency translation adjustment 91,941 ( 32,883 ) 64,326

Unrealized (loss) gain on derivatives, net ( 2,782 ) ( 37,265 ) 97,054

Total other comprehensive (loss) income $ ( 35,665 ) $ 27,061 $ 41,900

Unrealized loss on derivatives, net ( 25,151 ) ( 2,782 ) ( 37,265 )

Total other comprehensive income (loss) $ 66,790 $ ( 35,665 ) $ 27,061

Comprehensive income available to common stockholders $ 1,125,380 $ 812,228 $ 899,370

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Contributions by noncontrolling interests — — — — — — — 40,097 40,097

Reallocation of equity — — — ( 3,210 ) — — ( 3,210 ) 3,210 —

Share-based compensation, net — — 258 19,218 — — 19,218 — 19,218

2 unchanged sentences

Net income — — — — 860,772 — 860,772 6,569 867,341

Other comprehensive income — — — — — 27,061 27,061 — 27,061

Other comprehensive loss — — — — — ( 35,665 ) ( 35,665 ) — ( 35,665 )

Distributions paid and payable — — — — ( 2,742,079 ) — ( 2,742,079 ) ( 10,398 ) ( 2,752,477 )

Share issuances, net of costs — — 30,381 1,754,895 — — 1,754,895 — 1,754,895

Shares issued with merger 6,900 167,394 108,308 6,043,641 — — 6,043,641 — 6,043,641

Contributions by noncontrolling interests — — — — — — — 2,022 2,022

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

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

Share-based compensation, net — — 362 23,591 — — 23,591 — 23,591

2 unchanged sentences

Net income — — — — 1,058,590 — 1,058,590 11,193 1,069,783

Other comprehensive loss — — — — — ( 35,665 ) ( 35,665 ) — ( 35,665 )

Other comprehensive income — — — — — 66,790 66,790 — 66,790

Distributions paid and payable — — — — ( 2,938,015 ) — ( 2,938,015 ) ( 12,041 ) ( 2,950,056 )

Share issuance, net of costs — — 42,182 2,376,144 — — 2,376,144 — 2,376,144

Shares issued with merger 6,900 167,394 108,308 6,043,641 — — 6,043,641 — 6,043,641

Contributions by noncontrolling interests — — — — — — — 488,455 488,455

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

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

Reallocation of equity — — — 13,282 — — 13,282 ( 13,282 ) —

Share-based compensation, net — — 282 21,166 — — 21,166 — 21,166

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Non-cash revenue adjustments ( 121,989 ) ( 116,017 ) ( 62,029 )

Gain on extinguishment of debt — — ( 367 )

Amortization of net premiums on mortgages payable 30 ( 12,803 ) ( 13,622 )

Amortization of net premiums on notes payable ( 3,309 ) ( 60,657 ) ( 62,989 )

Amortization of net discounts (premiums) on mortgages payable 287 30 ( 12,803 )

Amortization of net discounts (premiums) on notes payable 6,782 ( 3,309 ) ( 60,657 )

Amortization of deferred financing costs 29,652 23,939 26,670

Foreign currency and unrealized derivative (gain) loss, net ( 19,394 ) 37,776 220,948

Foreign currency and unrealized derivative loss (gain), net 54,947 ( 19,394 ) 37,776

Non-cash interest expense (income) 1,646 11,505 ( 7,189 )

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Investment in unconsolidated entities ( 52,265 ) ( 70,381 ) ( 1,179,306 )

Investment in loans ( 631,650 ) ( 201,621 ) —

Investment in loans and preferred equity ( 1,613,276 ) ( 631,650 ) ( 201,621 )

Proceeds from sales of real estate 744,014 589,450 117,354

Return of investment from unconsolidated entities — — 3,927

Net proceeds from sale of unconsolidated entities — — 108,088

Proceeds from note receivable 31,390 57,300 —

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Cash distributions to preferred stockholders — ( 7,763 ) —

Borrowings on line of credit and commercial paper programs 36,887,003 77,338,040 28,539,299

Payments on line of credit and commercial paper programs ( 36,528,598 ) ( 79,398,193 ) ( 27,434,617 )

Borrowings on revolving credit facilities and commercial paper programs 20,280,426 36,887,003 77,338,040

Payments on revolving credit facilities and commercial paper programs ( 19,557,427 ) ( 36,528,598 ) ( 79,398,193 )

Proceeds from term loan 406,999 — 1,029,383

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

Principal payment on term loans ( 1,139,489 ) ( 250,000 ) —

Proceeds from notes payable issued 2,891,750 2,657,925 4,239,745

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Distributions to noncontrolling interests ( 12,024 ) ( 10,143 ) ( 7,725 )

Contributions from noncontrolling interests 488,455 — —

Net receipts on derivative settlements — — 7,853

Debt issuance costs ( 88,365 ) ( 60,615 ) ( 81,898 )

Other items, including shares withheld upon vesting ( 8,856 ) ( 7,022 ) ( 4,790 )

Net cash (used in) provided by financing activities ( 21,158 ) 6,437,356 5,738,243

Other financing activities, net 46,850 ( 8,856 ) ( 7,022 )

Net cash provided by (used in) financing activities 1,677,795 ( 21,158 ) 6,437,356

Effect of exchange rate changes on cash and cash equivalents 15,874 ( 5,904 ) 24,023

Net increase (decrease) in cash, cash equivalents and restricted cash 203,331 65,294 ( 105,488 )

Net increase in cash, cash equivalents and restricted cash 25,250 203,331 65,294

Cash, cash equivalents and restricted cash, beginning of period 495,506 292,175 226,881

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The Company was founded in 1969 and our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”.

As of December 31, 2024, we owned or held interests in a diversified portfolio of 15,621 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and six other countries in Europe, with approximately 339.4 million square feet of leasable space.

In January 2024, we completed our merger (the "Merger") with Spirit Realty Capital, Inc.

For more details, please see note 2, Merger with Spirit Realty Capital, Inc.

As of December 31, 2025, we owned or held interests in a diversified portfolio of 15,511 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe, with approximately 355.0 million square feet of leasable space.

Information with respect to number of properties, leasable square feet, average initial lease term and initial weighted average cash yield is unaudited.

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When the debt is remeasured to the functional currency of the entity, a gain or loss can result.

The resulting adjustment is reflected in 'Foreign currency and derivative gain (loss), net' in our consolidated statements of income and comprehensive income.

The resulting adjustment is reflected in 'Foreign currency and derivative (loss) gain, net' in our consolidated statements of income and comprehensive income.

In the statement of cash flows, cash flows denominated in foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period, depending on the nature of the cash flow items.

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

At December 31, 2024, we are considered the primary beneficiary of Realty Income, L.P.

During the year ended December 31, 2025, we formed and announced closings with respect to our open-end, perpetual life private capital vehicle (the "Fund").

As of December 31, 2025, we are considered the primary beneficiary of the Fund, Realty Income, L.P.

and certain investments, including investments in joint ventures.

Below is a summary of selected financial data of such consolidated VIEs, included on our consolidated balance sheets at December 31, 2024 and December 31, 2023 (in thousands):

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

December 31, 2025 December 31, 2024

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Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period.

Diluted net income per common share is computed by dividing net income available to common stockholders, plus income attributable to dilutive shares and convertible common units for the period, by the weighted average number of common shares that would have been outstanding assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period.

Diluted net income per common share is computed by dividing net income available to common stockholders, plus income attributable to dilutive shares and convertible common units for the period, by the weighted average number of common shares that would have been outstanding assuming the issuance of common shares for all dilutive common shares outstanding during the reporting period.

For more detail, see note 18, Net Income per Common Share.

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Restricted cash includes cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the U.S.

Internal Revenue Code, impounds related to mortgages payable and cash that is not immediately available to Realty Income (i.e.

Internal Revenue Code of 1986, as amended (the “Code”), impounds related to mortgages payable and cash that is not immediately available to Realty Income (i.e.

escrow deposits for future acquisitions).

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Income Taxes.

We have elected to be taxed as a real estate investment trust ("REIT"), under the Internal Revenue Code of 1986, as amended.

We have elected to be taxed as a real estate investment trust ("REIT"), under the Code, as amended.

We believe we have qualified and continue to qualify as a REIT.

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We provide for a valuation allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be realized.

As of December 31, 2024, we had $ 3.5 million of net deferred tax liabilities, which are reported in 'Other liabilities' on our consolidated balance sheets.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes primarily due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.

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Rental increases based upon changes in the consumer price indices are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements.

Lease termination fees, which are included in rental revenue, are amortized over the remaining term of the lease until we have no continuing obligation to provide services to such former client.

Contractually obligated rental revenue from our clients for recoverable real estate taxes and operating expenses are included in contractually obligated reimbursements by our clients, a component of rental revenue, in the period when such costs are incurred.

5 unchanged sentences

If we subsequently conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease receivables previously written off is recognized.

In addition to the client-specific collectability assessment conducted, we may also recognize a general allowance, as a reduction to rental revenue, for our operating lease receivables which are not expected to be fully collectible.

We had $ 5.1 million of general allowance as of December 31, 2025.

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

Loans Receivable .

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Allowance for Credit Losses .

The allowance for credit losses, which is recorded as a reduction to loans receivable and financing receivable within 'Other assets, net' on our consolidated balance sheets, is measured using a probability of default method based on our clients' respective credit ratings, our historical experience, and the expected value of the underlying collateral upon its repossession.

The allowance for credit losses, which is recorded as a reduction to loans receivable and financing receivable within 'Other assets, net' on our consolidated balance sheets, is using a probability of default method based on our clients respective credit ratings, our historical experience, and the expected value of the underlying collateral upon its repossession.

If we determine a financing receivable no longer shares risk characteristics with other financing receivables in the pool, we evaluate the financing receivable for expected credit losses on an individual basis.

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Merger, Transaction, and Other Costs, Net.

Merger, transaction, and other costs, net include (i) merger-related transaction costs, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to a merger, (ii) organization costs for potential strategic ventures and business lines, (iii) corporate facilities lease termination costs, and (iv) other costs that do not align with the ongoing operations of our business.

During the year ended December 31, 2024, we incurred $ 96.3 million of merger, transaction, and other costs, net consisting of $ 86.7 million of transaction and integration-related costs related to Spirit (see note 2), $ 5.1 million related to the lease termination of a legacy corporate facility, and $ 4.5 million related to the establishment of our private fund.

Merger, transaction, and other costs, net include (i) merger-related transaction costs, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to a merger, (ii) organization costs for potential strategic ventures and business lines, (iii) placement fees incurred in fundraising of the Fund, (iv) corporate facilities lease termination costs, and (v) other costs that do not align with the ongoing operations of our business.

During the year ended December 31, 2025, we incurred $ 24.2 million of merger, transaction, and other costs, net consisting primarily of placement fees incurred in fundraising for the Fund.

During the year ended December 31, 2024, we incurred $ 96.3 million of merger, transaction, and other costs, net consisting of $ 86.7 million of transaction and integration-related costs related to our merger (the "Merger") with Spirit Realty Capital, Inc.

("Spirit") (see note 2), $ 5.1 million related to the lease termination of a legacy corporate facility, and $ 4.5 million related to the establishment of the Fund.

Gain on Sales of Real Estate .

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The values of the above-market and below-market leases are amortized over the term of the respective leases, including any bargain renewal options, as an adjustment to rental revenue in our consolidated statements of income and comprehensive income.

The value of in-place leases, exclusive of the value of above-market and below-market

in-place leases, is amortized to depreciation and amortization expense over the remaining periods of the respective leases.

The value of in-place leases, exclusive of the value of above-market and below-market in-place leases, is amortized to depreciation and amortization expense over the remaining periods of the respective leases.

If a lease is terminated prior to its stated expiration, all unamortized amounts relating to that lease are recorded to revenue or expense as appropriate.

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Assets held for sale are recorded at the lower of carrying value or estimated fair value, less the estimated cost to dispose of the assets.

Thirty-six properties were classified as held for sale at December 31, 2024.

Sixty-four properties were classified as held for sale as of December 31, 2025.

If circumstances arise that we previously considered unlikely and, as a result, we decide not to sell a property previously classified as held for sale, we will reclassify the property as held for investment.

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Buildings and improvements that are under redevelopment, or are being developed, are carried at cost and no depreciation is recorded on these assets.

Additionally, amounts essential to the development of the property, such as pre-

construction, development, construction, interest and other costs incurred during the period of development are capitalized.

Additionally, amounts essential to the development of the property, such as pre-construction, development, construction, interest and other costs incurred during the period of development are capitalized.

We cease capitalization when the property is available for occupancy upon substantial completion of property improvements to accommodate the client's use, but in any event no later than one year from the completion of major construction activity.

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The majority of inputs used to value our derivatives fall within level 2 of the fair value hierarchy.

The recognition of changes in the fair

value of derivatives is recorded in net income unless the derivative is designated as a cash flow or net investment hedge, in which case the change in fair value is recorded in other comprehensive income and subsequently reclassified to a designated account in our consolidated statements of income and comprehensive income in the periods during which the hedged transaction affects earnings.

Changes in the fair value of derivatives are recognized in earnings unless the derivative is designated in a hedging relationship and qualifying changes are deferred in AOCI in accordance with hedge accounting guidance.

Amounts deferred in AOCI are subsequently recognized in our consolidated statements of income and comprehensive income as the hedged item affects earnings or when other triggering events occur that require reclassification.

Newly Issued Accounting Standards.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the nature of expenses included in the income statement.

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

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

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

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

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the nature of expenses included in the income statement.

This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted.

We are currently evaluating the impact on our financial statement disclosures.

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, Income Taxes , to enhance income tax disclosures, provide more information about tax risks and opportunities present in worldwide operations, and to disaggregate existing income tax disclosures.

The guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively.

Early adoption is permitted.

We are currently evaluating the impact on our financial statement disclosures.

Recently Adopted Accounting Standards.

The Company adopted ASU 2023-07, Segment Reporting , during the fourth quarter of 2024, which established improvements to reportable segments disclosures to enhance segment reporting under Topic 280.

This ASU was intended to change how public entities identify and aggregate operating segments and apply quantitative thresholds to determine their reportable segments.

This ASU also required public entities that operate as a single reportable segment to provide all segment disclosures in Topic 280, not just entity level disclosures.

Refer to note 20, Segment and Geographic Information, for our updated disclosure.

Merger with Spirit Realty Capital, Inc.

On October 29, 2023, we entered into an Agreement and Plan of Merger (as amended, or the “Merger Agreement”) with Saints MD Subsidiary, Inc., (“Merger Sub”), a Maryland corporation and direct wholly owned subsidiary of Realty Income, and Spirit, a Maryland corporation.

On January 23, 2024, we completed our merger with Spirit.

Pursuant to the terms and subject to the conditions of the Merger Agreement, Spirit merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation.

At the effective time of the Merger (the “Effective Time”), (i) each outstanding share of Spirit common stock, par value $ 0.05 per share, automatically converted into 0.762 (the “Exchange Ratio”) of a newly issued share of our common stock, subject to adjustments as set forth in the Merger Agreement, and cash in lieu of fractional shares, and (ii) each outstanding share of Spirit’s 6.000 % Series A Cumulative Redeemable preferred stock, par value $ 0.01 per share ("Spirit Series A Preferred Stock"), converted into the right to receive one share of newly issued Realty Income 6.000 % Series A Cumulative Redeemable preferred stock (“Realty Income Series A Preferred Stock”), having substantially the same terms as the Spirit Series A Preferred Stock.

Immediately prior to the Effective Time, each award of outstanding restricted Spirit common stock and Spirit performance share award was cancelled and converted into Realty Income common stock, using the Exchange Ratio.

For more details, see note 16, Series A Preferred Stock.

The primary reason for the Merger was to expand our size, scale and diversification, in order to further position us as the real estate partner of choice for large net lease transactions.

On January 23, 2024, we completed our previously announced merger with Spirit.

For further details, please see note 2 , Merger with Spirit Realty Capital, Inc., to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024.

The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations , with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value.

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Consideration transferred $ 6,186,284

(1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the Effective Time at an Exchange Ratio of 0.762 per share of Spirit common stock.

(1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the effective time of the Merger (the “Effective Time”) at an Exchange Ratio of 0.762 per share of Spirit common stock.

The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (3) below.

(2) In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding.

(3) Represents the fair value of fully vested Spirit restricted stock and performance share awards that were accelerated and converted into Realty Income common stock at the Effective Time, reflecting the value attributable to post-combination services.

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The fair value attributable to pre-combination services was $ 41.7 million and is included in the consideration transferred above.

Final Purchase Price Allocation

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

At Acquisition Date As Reported

March 31, 2024 Measurement Period Adjustments At Acquisition Date As Reported

December 31, 2024

Land $ 1,853,895 $ 3,247 $ 1,857,142

Buildings and improvements 4,859,162 90,314 4,949,476

Total real estate held for investment 6,713,057 93,561 6,806,618

Real estate and lease intangibles held for sale 35,650 ( 1,583 ) 34,067

Cash and cash equivalents 93,683 — 93,683

Accounts receivable 12,959 ( 145 ) 12,814

Lease intangible assets (1)

2,214,615 ( 32,804 ) 2,181,811

Goodwill 1,259,864 ( 59,143 ) 1,200,721

Other assets (2)

174,672 ( 1,881 ) 172,791

Total assets acquired $ 10,504,500 $ ( 1,995 ) $ 10,502,505

Accounts payable and accrued expenses $ 56,407 $ ( 1,934 ) $ 54,473

Lease intangible liabilities (3)

378,369 ( 203 ) 378,166

Other liabilities 101,954 142 102,096

Term loans 1,300,000 — 1,300,000

Notes payable 2,481,486 — 2,481,486

Total liabilities assumed $ 4,318,216 $ ( 1,995 ) $ 4,316,221

Net assets acquired, at fair value $ 6,186,284 $ — $ 6,186,284

Total purchase price $ 6,186,284 $ — $ 6,186,284

(1) The weighted average amortization period for acquired lease intangible assets is 10.8 years.

(2) Includes $ 53.9 million of gross contractual loans receivable, the fair value of which was $ 47.1 million, and we expect to collect substantially all of the loans receivable as of the acquisition date.

(3) The weighted average amortization period for acquired lease intangible liabilities is 8.2 years.

The initial assessment of fair value provided in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 were considered preliminary and were based on information that was available to management at the time the consolidated financial statements were prepared.

Measurement period adjustments were recorded in the period in which they were determined, as if they had been completed at the acquisition date.

Before the first anniversary of the date of the Merger, final measurement period adjustments recorded in the year ended December 31, 2024 resulted from updated valuations related to real estate assets and liabilities, in addition to loans receivable.

The adjustments were determined based on additional information that existed at the acquisition date but was not contemplated in our initial fair value assessment and resulted in a decrease to goodwill of $ 59.1 million.

Approximately $ 1.20 billion has been allocated to goodwill.

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed.

The recognized goodwill is attributable to expected synergies and benefits arising from the Merger, including anticipated financing and corporate overhead cost savings.

None of the goodwill recognized is deductible for tax purposes.

Merger-related Transaction Costs

In conjunction with the Merger, we incurred $ 86.7 million of merger-related transaction costs during the year ended December 31, 2024, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger.

In conjunction with the Merger, during the year ended December 31, 2024, we incurred $ 86.7 million of merger-related transaction costs primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger.

We incurred $ 0.2 million of merger-related transaction costs during the year ended December 31, 2025, primarily related to the resolution of certain contingencies which existed at the date of the Merger.

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

Unaudited Pro Forma Financial Information

The following unaudited pro forma information presents a summary of our combined results of operations for the years ended December 31, 2024 and 2023, respectively, as if the Merger had occurred on January 1, 2023 (in millions, except per share data).

The following unaudited pro forma information presents a summary of our combined results of operations for the year ended December 31, 2024, as if the Merger had occurred on January 1, 2023 (in millions, except per share data).

The pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses.

Years ended December 31,

December 31, 2024

Total revenues $ 5,319.1

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December 31, 2025 December 31, 2024

Loans receivable, net $ 1,682,117 $ 828,500

Financing receivables, net 1,574,574 1,609,044

Loan receivable, net 828,500 205,339

Right of use asset - financing leases, net 827,644 653,353

Investment in preferred equity 800,472 —

Right of use asset - operating leases, net 592,319 619,350

Restricted escrow deposits 83,200 36,326

Prepaid expenses 76,207 63,499

Value-added tax receivable 75,005 48,075

Derivative assets and receivables - at fair value 47,165 21,170

Restricted escrow deposits 36,326 6,247

Interest receivable 33,805 16,071

Impounds related to mortgages payable 14,218 53,005

Revolving credit facilities origination costs, net 25,246 7,331

Corporate assets, net 15,159 12,763

Credit facility origination costs, net 7,331 12,264

Derivative assets and receivables - at fair value 8,018 47,165

Investment in sales type lease 6,206 6,138

Non-refundable escrow deposits 3,150 225

Impounds related to mortgages payable 2,714 14,218

Other items 89,864 56,510

3 unchanged sentences

Notes payable - interest payable $ 303,557 $ 261,605

Property taxes payable 92,440 78,809

Accrued income taxes 84,884 61,070

Derivative liabilities and payables - at fair value 205,695 81,524

Accrued income taxes 120,228 84,884

Property taxes payable 92,246 92,440

Value-added tax payable 76,009 26,829

Accrued property expenses 69,258 61,118

Accrued costs on properties under development 36,064 59,602

Value-added tax payable 26,829 64,885

Mortgages, term loans, and credit line - interest payable 2,699 4,584

Accrued merger-related costs 3,482 4,551

Other items 155,213 86,830

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December 31, 2025 December 31, 2024

Lease liability - operating leases $ 452,956 $ 425,213

Rent received in advance and other deferred revenue $ 460,968 $ 352,334

Lease liability - operating leases 429,675 452,956

Lease liability - financing leases 121,434 77,190

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Below is a summary of our acquisitions for the year ended December 31, 2025 (unaudited):

Properties Leasable

(in thousands) Investment

Properties Investment

($ in millions) Weighted Average

(Years) Initial Weighted

Lease Yield (1)

Acquisitions - U.S.

287 3,535 $ 1,402.9 13.9 6.7 %

Acquisitions - Europe

62 4,263 1,072.0 6.9 7.5 %

Total acquisitions 349 7,798 $ 2,474.9 10.7 7.0 %

Properties under development (2)

192 7,093 690.7 15.4 7.4 %

real estate 180 $ 1,240.3 13.7

Europe real estate 88 2,911.8 8.7

Total real estate acquisitions 268 $ 4,152.1 10.1

Initial weighted average cash yield (1)

Real estate properties under development

real estate 91 $ 285.7 16.6

Europe real estate 18 199.7 12.5

Total real estate properties under development 109 $ 485.4 14.9

Initial weighted average cash yield (1)

377 $ 4,637.5 10.7

(1) The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property.

Since it is possible that a client could default on the payment of contractual rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above.

Contractual net operating income used in the calculation of initial weighted average cash lease yield includes approximately $ 1.5 million received as settlement credits as reimbursement of free rent periods for the year ended December 31, 2024.

Initial weighted average cash yield (1)

(1) The initial weighted average cash yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property.

Since it is possible that a client could default on the payment of base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above.

Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $ 6.5 million received as settlement credits as reimbursement of free rent period for the year ended December 31, 2025.

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

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

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

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

(2) Includes £ 86.6 million of Sterling-denominated investments and € 60.1 million of Euro-denominated investments, converted at the applicable exchange rates on the funding dates.

(3) Our clients occupying the new properties are 89.3 % retail and 10.7 % industrial based on net operating income.

(2) Our clients occupying the new properties are 70.4 % retail, 29.1 % industrial, and 0.5 % other property types based on net operating income.

Approximately 40 % of the net operating income generated from acquisitions during the year ended December 31, 2025 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition.

Additionally, in November 2024, we purchased an office property in London for an aggregate purchase price of $ 161.6 million, which will serve as our U.K.

headquarters.

The aggregate purchase price, excluding properties under development as of December 31, 2024, has been allocated as follows (in millions):

Acquisitions - USD Acquisitions - Sterling Acquisitions - Euro

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

Acquisitions -

USD Acquisitions - Sterling Acquisitions -

Land $ 220.9 £ 345.5 € 243.2

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(1) The weighted average amortization period for acquired lease intangible assets is 9.9 years.

(2) USD-denominated other assets primarily consist of $ 159.8 million of financing receivables allocated to sales-leaseback transactions and $ 23.1 million of right-of-use assets accounted for as finance leases.

Sterling-denominated other assets consist entirely of right-of-use assets accounted for as finance leases.

Euro-denominated other assets consist entirely of sale-leasebacks accounted for as financing receivables.

(2) USD-denominated other assets consists of $ 33.7 million of right-of-use assets accounted for as finance leases and $ 14.8 million of financing receivables allocated to sales-leaseback transactions.

Sterling-denominated other assets consists of £ 89.4 million of right-of-use assets accounted for as finance leases and £ 3.4 million of financing receivables allocated to sales-leaseback transactions.

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

(3) The weighted average amortization period for acquired lease intangible liabilities is 13.3 years.

(4) USD-denominated other liabilities consist entirely of lease liabilities under financing leases.

Euro-denominated other liabilities consist entirely of deferred rent on certain below-market leases.

The aggregate purchase price of the assets acquired during the year ended December 31, 2024 included contingent consideration obligations related to leasing activities for a multi-tenant property acquired.

At December 31, 2024, we had accrued $ 11.5 million for remaining amounts deemed probable and estimable.

(4) USD-denominated other liabilities consists entirely of $ 40.5 million of lease liabilities under financing leases.

Sterling-denominated other liabilities consists primarily of £ 2.2 million of lease liabilities under financing leases and £ 2.0 million of other liabilities.

Euro-denominated other liabilities consists primarily of € 15.0 million of deferred rent on certain below-market leases.

The properties acquired during the year ended December 31, 2025 generated total revenue and net income of $ 145.1 million and $ 41.3 million, respectively.

Investments in Existing Properties

During the year ended December 31, 2024, we capitalized costs of $ 122.9 million on existing properties in our portfolio, consisting of $ 113.9 million for non-recurring building improvements, $ 8.6 million for re-leasing costs, and $ 0.4 million for recurring capital expenditures.

In comparison, during the year ended December 31, 2023, we capitalized costs of $ 59.8 million on existing properties in our portfolio, consisting of $ 49.6 million for non-recurring building improvements, $ 9.9 million for re-leasing costs, and $ 0.3 million for recurring capital expenditures.

During the year ended December 31, 2025, we capitalized costs of $ 142.7 million on existing properties in our portfolio, consisting of $ 132.9 million for building improvements, $ 9.5 million for re-leasing costs, and $ 0.3 million for recurring capital expenditures.

In comparison, during the year ended December 31, 2024, we capitalized costs of $ 122.9 million on existing properties in our portfolio, consisting of $ 113.9 million for building improvements, $ 8.6 million for re-leasing costs, and $ 0.4 million for recurring capital expenditures.

Properties with Existing Leases

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The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the years ended December 31, 2025, 2024, and 2023 were $ 19.0 million, $ 34.7 million, and $ 61.5 million, respectively.

If a lease was to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recorded to revenue or expense, as appropriate.

The following table presents the estimated impact during the next five years and thereafter related to the amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease intangibles at December 31, 2024 (in thousands):

(decrease) to

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Investments in Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities as of December 31, 2024 and December 31, 2023 (dollars in thousands):

The following is a summary of our investments in unconsolidated entities for the periods indicated below (dollars in thousands):

Ownership % Number of Properties Carrying Amount (1) of Investment as of

Equity in earnings of unconsolidated entities

Years ended December 31,

As of December 31, 2025

1 unchanged sentence

December 31, 2024

2025 2024 2023

Data Center Joint Venture 80.0 % 2 $ 293,073 $ 299,165 $ 11,310 $ 6,940 $ —

2 unchanged sentences

Passport Park Joint Venture 95.0 % 3 59,758 6,477 ( 6 ) — —

95.0 % 3 6,477 —

Industrial Partnerships n/a n/a — — — 1,833 407

Total investment in unconsolidated entities $ 1,256,456 $ 1,229,699 $ 13,330 $ 7,793 $ 2,546

(1) The total carrying amount of the investments was greater than the underlying equity in net assets (i.e., basis difference) by $ 7.9 million as of December 31, 2024.

The basis difference is primarily attributable to capitalized interest for the data center joint venture development funding.

(2) Our investment in Passport Park Joint Venture includes $ 4.2 million in preferred equity.

The joint venture is required to redeem all of the preferred equity investment in June 2028, with two extension options available.

Equity in earnings of unconsolidated entities consists of the following (in thousands):

Years ended December 31,

2024 2023 2022

Data Center Development Joint Venture $ 6,940 $ — $ —

Bellagio Las Vegas Joint Venture - Common Equity Interest ( 980 ) 2,139 —

Passport Park Joint Venture — — —

Industrial Partnerships 1,833 407 ( 6,448 )

Equity in earnings in unconsolidated entities

$ 7,793 $ 2,546 $ ( 6,448 )

Passport Park Joint Venture

In November 2024, we established a joint venture with Trammell Crow Company ("TCC") to develop and operate three industrial facilities in Irving, Texas.

As of December 31, 2024, we have invested $ 6.2 million, including $ 5.7 million in cash, in exchange for a 95.0 % equity interest in the joint venture, including preferred equity.

We have committed to investing an additional $ 158.0 million to finance the development.

We have determined that we are not the primary beneficiary of this VIE because power to direct all activities significantly affecting the joint venture’s economic performance is shared.

TCC is the managing member, and we do not have substantive kick-out rights.

We will continuously evaluate whether we are the primary beneficiary as power to direct significant activities of the VIE can change over the life of the joint venture.

Our maximum exposure to loss is limited to our common and preferred equity investments, including the committed development funding.

(1) As of December 31, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $ 8.6 million.

This basis difference is primarily due to the capitalized interest related to the data center and passport park development joint ventures.

Data Center Joint Venture

1 unchanged sentence

in November 2023.

This joint venture owns and operates two data centers.

As we do not control this VOE, we account for it under the equity method.

As of December 31, 2024, each partner funded its pro rata share of the remaining estimated development cost for the first phase of the project, which was completed during 2024.

As we do not control this VOE, we account for our investment under the equity method.

This joint venture is expanding the capacity of its two data centers for the existing client, and our pro-rata share of the remaining estimated costs for this second phase of the development was $ 216.8 million as of December 31, 2025.

Bellagio Las Vegas Joint Venture Interests

The joint venture we formed with Blackstone Real Estate Income Trust owns a 95.0 % equity interest in the real estate of The Bellagio Las Vegas.

The joint venture we formed with Blackstone Real Estate Income Trust ("Blackstone") owns a 95.0 % equity interest in the real estate of The Bellagio Las Vegas.

We made an initial investment in October 2023, including $ 301.4 million of common equity for an indirect interest of 21.9 % in the property and a $ 650.0 million preferred equity interest.

During the years ended December 31, 2024 and 2023, we recognized interest income of $ 52.8 million and $ 13.0 million for 8.1 % preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income.

During the years ended December 31, 2025, 2024, and 2023, we recognized interest income of $ 52.7 million, $ 52.8 million, and $ 13.0 million, respectively, for 8.1 % preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income.

The unconsolidated entity had total debt outstanding of $ 3.0 billion as of December 31, 2025, all of which was non-recourse to us with limited customary exceptions.

2 unchanged sentences

Our maximum exposure to loss associated with this VIE is limited to our common and preferred equity investments.

Passport Park Joint Venture

In November 2024, we established a joint venture with Trammell Crow Company ("TCC") to develop and operate three industrial facilities in Irving, Texas.

As of December 31, 2025, we held a 95.0 % common equity interest in the joint venture with $ 39.4 million in preferred equity.

We have committed to investing an additional $ 105.5 million for development of the three industrial facilities.

We have determined that we are not the primary beneficiary of this VIE because significant activities affecting economic performance are shared.

TCC is the managing member, and we do not have substantive kick-out rights.

We will continuously evaluate whether we are the primary beneficiary as power to direct significant activities can change during the joint venture's life.

Our maximum loss exposure is limited to our common and preferred equity investments and committed funding.

Industrial Partnerships

All seven assets held by our industrial partnerships were sold during the year ended December 31, 2022, resulting in the recognition of an other-than-temporary impairment of $ 8.5 million, which was included in 'Equity in earnings of unconsolidated entities' for the year ended December 31, 2022.

All seven assets held by our industrial partnerships were sold during the year ended December 31, 2022.

During the years ended December 31, 2024 and 2023, equity in earnings was primarily related to the resolution of income tax disputes and resulting distribution of cash the partnership had reserved for possible tax payments.

Investment in Preferred Equity

During the three months ended December 31, 2025, we acquired an $ 800.0 million noncontrolling, perpetual preferred equity interest in the real estate assets of CityCenter Las Vegas.

The underlying partnership that owns the real estate assets is a VIE.

Blackstone retained 100 % of the common equity ownership of the partnership, and MGM Resorts International continues to operate the properties.

We are not the primary beneficiary of the VIE because we do not have the power to direct the activities that most significantly impact the VIE's economic performance.

Accordingly, the partnership is not consolidated.

Our involvement with the VIE is limited to our investment in preferred equity, which is presented within 'Other assets, net' on our consolidated balance sheets.

Our maximum exposure to loss is limited to the carrying value of the investment, as we do not provide financial support to the VIE beyond our contractual investment.

As of December 31, 2025, the 'Investment in preferred equity' balance was $ 800.5 million, including $ 0.5 million of direct transaction costs.

The preferred equity provides for a cumulative preferred return at an initial rate of 7.4 %, payable monthly in arrears.

The preferred return is subject to scheduled rate increases starting on the fifth anniversary of closing.

Blackstone may cause the partnership to redeem all or a portion of the preferred equity investment, and we may require redemption upon the occurrence of specified events.

Early redemptions are subject to early redemption fees based on the timing and circumstances of the redemption, equal to 3.0 % if redeemed prior to the first anniversary of closing, 2.0 % if redeemed after the first anniversary and prior to the fourth anniversary, and no premium thereafter.

Upon redemption, if we have not received an 8.325 % unlevered internal rate of return on the redeemed amount, we will receive a make-whole payment to ensure that such return is achieved.

Preferred return income is determined by applying the contractual rate to the outstanding preferred equity balance, including any accrued but unpaid cumulative preferred return, which increases the carrying value of the investment.

During the year ended December 31, 2025, we recognized $ 3.7 million of preferred return income related to the investment, which is included within 'Other revenue' in our consolidated statements of income and comprehensive income.

Investments in Loans and Financing Receivables

The following table presents information about our loans as of December 31, 2024 and December 31, 2023 (dollars in millions):

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

December 31, 2025

Maturity Amortized Cost Allowance Carrying Amount (1)

Senior Secured Notes Receivable October 2029 - November 2030 $ 797.2 $ ( 11.4 ) $ 785.8

Mortgage Loan September 2038 33.5 — 33.5

Unsecured Loan December 2026 10.2 ( 0.9 ) 9.3

Loan Type Maturity Interest

Rates Principal Amortized Cost Allowance Carrying Amount (2)

Senior Secured Notes Receivable October 2029 - July 2031

8.00 % - SONIA (1) + 6.03 %

$ 1,250.4 $ 1,241.3 $ ( 27.2 ) $ 1,214.1

Mortgage Loans June 2028 - September 2038

7.50 % - 8.50 %

256.2 256.4 ( 0.2 ) 256.2

Unsecured and Other Loans December 2026 - December 2028

10.25 % - 11.00 %

214.7 214.9 ( 3.1 ) 211.8

Total $ 1,721.3 $ 1,712.6 $ ( 30.5 ) $ 1,682.1

December 31, 2024

Maturity Amortized Cost Allowance Carrying Amount (1)

Senior Secured Note Receivable October 2029 $ 174.3 $ ( 2.5 ) $ 171.8

Loan Type Maturity Interest

Rates Principal Amortized Cost Allowance Carrying Amount (2)

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

$ 803.7 $ 797.2 $ ( 11.4 ) $ 785.8

Mortgage Loan September 2038 8.37 %

33.5 33.5 — 33.5

Unsecured Loan December 2026 11.00 %

11.0 10.1 ( 0.9 ) 9.2

Total $ 848.2 $ 840.8 $ ( 12.3 ) $ 828.5

(1) The total carrying amount of the investment in loans excludes accrued interest of $ 13.8 million and $ 3.4 million as of December 31, 2024 and 2023, respectively, which is recorded to 'Other assets, net' on our consolidated balance sheets.

Senior Secured Notes Receivable

In December 2024, we acquired a senior secured note with a principal amount of £ 200.0 million, equivalent to $ 250.4 million as of December 31, 2024.

The interest-only note matures in November 2030 and bears interest at Sterling Overnight Indexed Average (“SONIA”) plus a margin ranging from 4.50 % to 5.25 %, based on the borrower's leverage ratio.

As of December 31, 2024, the margin is determined to be 5.25 %.

(1) Sterling Overnight Indexed Average (“SONIA”)

(2) As of December 31, 2025 and 2024, the total carrying amount of the investment in loans excluded accrued interest of $ 27.8 million and $ 13.8 million, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets.

2025 Activity

In July 2025, we acquired EUR-denominated senior secured notes at par value with a principal amount of € 100.0 million.

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

In July 2025, we acquired GBP-denominated senior secured notes with a principal amount of £ 200.0 million.

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

As of December 31, 2025, the all-in margin was determined to be 5.36 %.

We paid £ 197.0 million for the notes and accounted for the discount at amortized cost.

In June 2025, we invested £ 121.5 million in a mortgage loan secured by an office property in London which provides for additional funding commitments of £ 20.5 million.

The interest-only loan bears a fixed interest rate of 7.50 % and matures in June 2030.

As of December 31, 2025, the remaining additional funding commitments were £ 17.8 million.

In June 2025, we invested £ 40.3 million in a mortgage loan secured by a logistics property in the U.K.

which provides for additional funding commitments of £ 8.5 million.

The interest-only loan bears a fixed interest rate of 7.50 % and matures in June 2028, with one 12-month extension option available.

As of December 31, 2025, the remaining additional funding commitments were £ 7.5 million.

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

This interest-only loan bears interest at either a cash rate of 10.25 % or a payment-in-kind rate of 10.75 %.

We paid $ 199.8 million for this loan and incurred $ 1.1 million in origination costs.

2024 Activity

In December 2024, we acquired a senior secured note with a principal amount of £ 200.0 million.

The interest-only note matures in November 2030 and bears interest at SONIA plus all-in rate of 5.36 %.

The Company paid £ 199.0 million for the note and accounted for the discount at amortized cost.

The discount will be amortized over the term of the note.

In September 2024, our interest in a loan with a carrying amount of $ 5.3 million, which was acquired in conjunction with the Merger, was transferred to a third-party buyer.

As a result of this transfer, we recorded a loss of $ 1.5 million, presented in 'Other income, net' in our consolidated statements of income and comprehensive income.

In May 2024, we acquired a senior secured note, maturing in May 2030, with a principal amount of £ 300.0 million, equivalent to $ 375.6 million as of December 31, 2024.

In May 2024, we acquired a senior secured note, maturing in May 2030, with a principal amount of £ 300.0 million.

The interest-only note bears interest at a fixed rate of 8.125 % and is callable at par beginning in May 2026.

In November 2023, we acquired a senior secured note with a principal amount of £ 142.0 million, equivalent to $ 177.8 million as of December 31, 2024.

The interest-only note bears interest that has been adjusted to SONIA plus 5.75 % during the year ended December 31, 2024 and matures in October 2029.

In April 2024, a $ 33.0 million secured loan to an operator of Emagine Theaters, assumed in the Spirit merger, was repaid in full.

In January 2024, in conjunction with the Merger, we acquired an 11.0 % fixed-rate, unsecured loan with a principal amount of $ 11.0 million.

This interest-only loan was recorded at its acquisition-date fair value of $ 9.8 million and matures in December 2026.

2023 Activity

In November 2023, we acquired a senior secured note with a principal amount of £ 142.0 million.

The interest-only note matures in October 2029 and bears interest that has been adjusted to SONIA plus 5.75 % and a credit adjustment spread of 0.28 % as of December 31, 2025.

The Company paid £ 136.7 million for the note and accounted for the discount at amortized cost.

The discount will be amortized over the term of the note.

Mortgage Loan

In October 2023, we issued a $ 33.5 million mortgage loan which is collateralized by nine automotive service properties located across seven different states.

The interest-only loan bears interest at 8.37 % subject to annual increases and matures in October 2038.

Unsecured Loan

In conjunction with the Merger, we acquired an 11.0 % fixed-rate, unsecured loan with a principal amount of $ 11.0 million.

This interest-only loan was recorded at its acquisition-date fair value of $ 9.8 million and matures in December 2026.

Financing Receivables

The following table presents information about our investments in sale-leaseback transactions accounted for as financing receivables in accordance with ASC 842, Leases as of December 31, 2024 and December 31, 2023 (dollars in millions):

The following table presents information about our investments in sale-leaseback transactions accounted for as financing receivables in accordance with ASC 842, Leases, as of December 31, 2025 and 2024 (dollars in millions):

Carrying Value as of

1 unchanged sentence

Financing receivables, net 2026 - 2050

$ 1,574.6 $ 1,609.0

Total $ 1,574.6 $ 1,609.0

Allowance for Credit Losses

The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable for the year ended December 31, 2024 (in millions):

The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable through December 31, 2025 (in millions):

Loans Receivable Financing Receivable Total

Allowance for credit losses at December 31, 2023

Allowance for credit losses as of December 31, 2023

$ 2.5 $ 2.4 $ 4.9

Provision for credit losses (1)

Provisions for credit losses (1)

10.0 96.8 106.8

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Foreign currency remeasurement ( 0.2 ) — ( 0.2 )

Allowance for credit losses at December 31, 2024

Allowance for credit losses as of December 31, 2024

$ 12.3 $ 99.2 $ 111.5

(1) During the year ended December 31, 2024, provisions for credit losses on loans receivable were primarily attributable to loans acquired during 2024.

The increase for credit losses on financing receivables is primarily due to a client in the convenience store industry that defaulted on its lease payments and was fully reserved for, in addition to a partial reserve for a significant decline in the credit worthiness of a client in the automotive services industry.

(2) Includes the recognition of an initial expected credit loss of $ 1.8 million for a purchased credit deteriorated ("PCD") loan we acquired in conjunction with the Merger.

(3) Includes a reduction due to the sale of a PCD loan in September 2024.

Revolving Credit Facility and Commercial Paper Programs

Credit Facility

We have a $ 4.25 billion unsecured revolving multi-currency credit facility that matures in June 2026, includes two six-month extensions that can be exercised at our option, and allows us to borrow in up to 14 currencies, including USD.

Our revolving credit facility also has a $ 1.0 billion expansion option, which is subject to obtaining lender commitments.

Under our revolving credit facility, our investment grade credit ratings at December 31, 2024 provide for USD borrowings at Secured Overnight Financing Rate ("SOFR"), plus 0.725 % with a SOFR adjustment charge of 0.10 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.95 % over SOFR, for British Pound Sterling ("GBP") borrowings, at the SONIA, plus 0.725 % with a SONIA adjustment charge of 0.0326 % and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.8826 % over SONIA, and Euro ("EUR") borrowings at one-month Euro Interbank Offered Rate (“EURIBOR”), plus 0.725 %, and a revolving credit facility fee of 0.125 %, for all-in pricing of 0.85 % over one-month EURIBOR.

As of December 31, 2024, we had a borrowing capacity of $ 3.19 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $ 1.1 billion, including £ 376.0 million GBP and € 572.0 million EUR borrowings.

There was no outstanding balance at December 31, 2023.

The weighted average interest rate on outstanding borrowings under our revolving credit facility was 5.7 % and 4.8 % during the years ended December 31, 2024 and 2023, respectively.

At December 31, 2024, our weighted average interest rate on borrowings outstanding under our revolving credit facility was 4.4 %.

Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at December 31, 2024, we were in compliance with the covenants under our revolving credit facility.

As of December 31, 2024, credit facility origination costs of $ 7.3 million are included in 'Other assets, net', as compared to $ 12.3 million at December 31, 2023, on our consolidated balance sheets.

These costs are being amortized over the remaining term of our revolving credit facility.

Provisions for credit losses (1)

17.3 19.5 36.8

Write-offs (3)

— ( 40.4 ) ( 40.4 )

Foreign currency remeasurement 0.9 0.1 1.0

Allowance for credit losses as of December 31, 2025

$ 30.5 $ 78.4 $ 108.9

(1) Provisions for credit losses on loans receivable during the year ended December 31, 2024 and 2025 were primarily attributable to initial expected credit losses on loans acquired during the respective years.

The increase in credit losses on financing receivables during those years were primarily attributable to deterioration in the creditworthiness of certain clients.

(2) Relates to an initial expected credit loss of $ 1.8 million for a purchased credit deteriorated loan we acquired in conjunction with the Merger and subsequently sold in September 2024.

(3) Write-offs during the year ended December 31, 2025 were related to lease amendments made to facilitate two clients' reorganization plans.

Credit Facilities and Commercial Paper Programs

RI Credit Facilities

In April 2025, we entered into new $ 4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $ 4.25 billion unsecured revolving credit facility.

Our new revolving credit facilities include (a) a $ 2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $ 2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the “RI Credit Facilities”).

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

The RI Credit Facilities allow us to borrow (a) under the two-year revolving credit facility (i) in up to four currencies (including USD) under a $ 1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $ 500.0 million tranche thereunder, and (b) under the four-year revolving credit facility (i) in up to four currencies (including USD) under a $ 1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $ 500.0 million tranche thereunder.

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

Under the RI Credit Facilities, our investment grade credit ratings as of December 31, 2025 provide for (i) USD borrowings at the 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 EURIBOR plus 0.725 %.

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

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

As of December 31, 2025, we had a borrowing capacity of $ 2.7 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $ 1.3 billion, including £ 597.0 million GBP and € 444.0 million EUR borrowings.

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

The weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 4.3 % during the year ended December 31, 2025.

The weighted average interest rate on outstanding borrowings under our previous revolving credit facility was 5.7 % during the year ended December 31, 2024.

As of December 31, 2025, the weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 3.7 %.

As of December 31, 2025, origination costs of $ 19.0 million for RI Credit Facilities are included in 'Other assets, net', as compared to $ 7.3 million related to our previous revolving credit facility as of December 31, 2024, on our consolidated balance sheets.

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

Fund Credit Facilities

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

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

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

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

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

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

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

As of December 31, 2025, we had a borrowing capacity of $ 1.2 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $ 182.0 million under the unsecured revolving credit facility.

The weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.4 % during the year ended December 31, 2025.

As of December 31, 2025, the weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.6 %.

As of December 31, 2025, origination costs of $ 6.2 million for the Fund Credit Facilities are included in 'Other assets, net' on our consolidated balance sheets, and are being amortized over the remaining term of the facilities.

An additional $ 3.0 million was allocated to the delayed draw term loan arrangement and will not be amortized until the loan is drawn.

Commercial Paper Programs

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The commercial paper ranks pari passu in right of payment with all of our other unsecured senior indebtedness outstanding, exclusive of unexchanged bonds from our merger with VEREIT, Inc.

(“VEREIT”) in 2021 and unexchanged Spirit bonds, including borrowings under our revolving credit facility, our term loans and our outstanding senior unsecured notes (and is structurally subordinated to all our subsidiary debt).

(“VEREIT”) in 2021 and unexchanged Spirit bonds, including borrowings under our revolving credit facilities, our term loans and our outstanding senior unsecured notes (and is structurally subordinated to all our subsidiary debt).

Proceeds from commercial paper borrowings are used for general corporate purposes.

As of December 31, 2024, the balance of borrowings outstanding under our commercial paper programs was $ 67.3 million, including € 65.0 million of EUR borrowings, as compared to $ 764.4 million outstanding commercial paper borrowings, including € 583.0 million of EUR borrowings, at December 31, 2023.

As of December 31, 2025, the balance of borrowings outstanding under our commercial paper programs totaled $ 516.8 million, including $ 39.0 million of USD borrowings and € 407.0 million of EUR borrowings, compared to $ 67.3 million outstanding commercial paper borrowings, comprised entirely of € 65.0 million of EUR borrowings, as of December 31, 2024.

The weighted average interest rate on outstanding borrowings under our commercial paper programs was 2.3 % and 4.6 % for the years ended December 31, 2025 and 2024, respectively.

We use our $ 4.25 billion revolving credit facility as a liquidity backstop for the repayment of the notes issued under the commercial paper programs.

We use our revolving credit facilities as a liquidity backstop for the repayment of the notes issued under the commercial paper programs.

The commercial paper borrowings generally carry a term of less than a year.

We review our credit facility and commercial paper programs and may seek to extend, renew, or replace our credit facility and commercial paper programs, to the extent we deem appropriate.

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

The amended and restated term loan agreements are fixed through interest rate swaps at a weighted average interest rate of 3.9 %.

Pursuant to the amended and restated term loan agreement, we borrowed $ 800.0 million in aggregate total borrowings, $ 300.0 million of which matures in August 2025 and $ 500.0 million of which matures in August 2027 (the “$ 800 million term loan agreement”).

We also entered into an amended and restated term loan agreement pursuant to which we borrowed $ 500.0 million in aggregate total borrowings which matures in June 2025 (the “$ 500 million term loan agreement”).

In January 2023, we entered into our 2023 term loan agreement, which allows us to incur up to an aggregate of $ 1.5 billion in multi-currency borrowings.

In January 2024, we entered into interest rate swaps which fix our per annum interest rate at 4.9 % until January 2026.

As of December 31, 2024, we had $ 1.1 billion in multi-currency borrowings, including $ 90.0 million, £ 705.0 million, and € 85.0 million in outstanding borrowings.

The maturity date for the 2023 term loans was January 2025;

however, in December 2024, we exercised the remaining twelve-month extension option, extending the maturity to January 2026.

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

During the year ended December 31, 2024, we repaid our $ 250.0 million senior unsecured term loan in full upon maturity.

Deferred financing costs were $ 2.2 million at December 31, 2024 and are included net of the term loans' principal balance, as compared to $ 0.1 million related to our 2023 term loans at December 31, 2023 on our consolidated balance sheets.

We regularly review our credit facilities and commercial paper programs and may seek to extend, renew, or replace our credit facilities and commercial paper programs, to the extent we deem appropriate.

Financial Covenants

Our credit facilities are subject to various leverage and interest coverage ratio limitations, and as of December 31, 2025, we were in compliance with the covenants under our credit facilities.

In November 2025, we entered into a term loan agreement that amends and restates the previous agreement governing our $ 1.5 billion multi-currency term loan, dated January 6, 2023.

The agreement provides for a £ 900.0 million Sterling-denominated term loan facility that will initially mature in January 2028, before giving effect to one twelve-month extension option.

As of December 31, 2025, we had an outstanding balance of $ 1.2 billion.

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

In conjunction with the closing, we executed variable-to-fixed interest rate swaps, which fix the weighted average per annum interest rate at 4.3 % over the two-year term.

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

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

The remaining $ 500.0 million, due August 2027, is subject to interest rate swaps that fix the effective interest rate at 3.3 %.

We also entered into an amended and restated term loan agreement pursuant to which we borrowed $ 500.0 million, which was repaid upon its maturity in June 2025.

Deferred financing costs were $ 9.4 million as of December 31, 2025 and are included net of the term loans' principal balance, as compared to $ 2.2 million as of December 31, 2024 on our consolidated balance sheets.

These costs are being amortized over the remaining term of the term loans.

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Mortgages Payable

During the year ended December 31, 2024, we made $ 740.5 million in principal payments, including the full repayment of five mortgages for $ 735.9 million.

During the year ended December 31, 2025, we made $ 44.6 million in principal payments, including the full repayment of three mortgages for $ 42.9 million.

No mortgages were assumed during the year ended December 31, 2025.

Our mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage without the prior consent of the lender.

At December 31, 2024, we were in compliance with these covenants.

The following table summarizes our mortgages payable as of December 31, 2024 and December 31, 2023 (dollars in millions):

As of December 31, 2025, we were in compliance with these covenants.

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

Properties (1)

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December 31, 2024 17 4.0 % 4.5 % 1.4 $ 81.3 $ ( 0.5 ) $ 80.8

(1) At December 31, 2024, there were 11 mortgages on 17 properties and at December 31, 2023, there were 16 mortgages on 131 properties.

With the exception of one GBP-denominated mortgage which is paid quarterly, the mortgages require monthly payments with principal payments due at maturity.

At December 31, 2024 and December 31, 2023, all mortgages were at fixed interest rates.

The following table summarizes the maturity of mortgages payable as of December 31, 2024, excluding $ 0.5 million related to unamortized net premiums and discounts and deferred financing costs (dollars in millions):

(1) As of December 31, 2025, there were eight mortgages on 14 properties and as of December 31, 2024, there were 11 mortgages on 17 properties.

The mortgages require monthly payments with principal payments due at maturity.

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

The following table summarizes the maturity of mortgages payable as of December 31, 2025, excluding $ 0.1 million related to unamortized net discounts and deferred financing costs (dollars in millions):

Year of Maturity

Thereafter 1.0

Notes Payable

At December 31, 2024, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated.

As of December 31, 2025, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated.

Foreign-denominated notes are converted at the applicable exchange rate on the balance sheet date.

The carrying value within the table below includes a portion of certain outstanding notes that have been assumed in both current and historical mergers that were not exchanged for new notes issued by Realty Income.

We expect to fund the next twelve months of obligations through a combination of the following:

(i) cash and cash equivalents, (ii) future cash flows from operations, (iii) issuances of common stock, debt, or other securities offerings, (iv) additional borrowings under our revolving credit facility, (v) short term loans, and (vi) asset dispositions and/or credit investment repayments.

The following are sorted by maturity date (in thousands):

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

December 31, 2024 December 31, 2023

4.600 % Notes due 2024

February 6, 2024 $ 499,999 $ — $ 499,999

3.875 % Notes due 2024

July 15, 2024 $ 350,000 — 350,000

Carrying Value (USD) as of

Maturity Dates Principal (Currency Denomination) December 31, 2025 December 31, 2024

3.875 % Notes due 2025

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July 13, 2027 £ 400,000 538,240 500,760

Carrying Value (USD) as of

Maturity Dates Principal (Currency Denomination) December 31, 2025 December 31, 2024

3.950 % Notes due 2027

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4.750 % Notes due 2029

February 15, 2029 $ 450,000 450,000 450,000

3.250 % Notes due 2029

June 15, 2029 $ 500,000 500,000 500,000

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3.375 % Notes due 2031 (1)

June 20, 2031 € 650,000 763,113 —

5.750 % Notes due 2031 (1)

December 5, 2031 £ 300,000 403,680 375,570

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4.500 % Notes due 2033

February 1, 2033 $ 400,000 400,000 —

1.800 % Notes due 2033

March 15, 2033 $ 400,000 400,000 400,000

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

December 31, 2024 December 31, 2023

1.750 % Notes due 2033 (1)

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5.125 % Notes due 2035

April 15, 2035 $ 600,000 600,000 —

3.875 % Notes due 2035 (1)

June 20, 2035 € 650,000 763,113 —

3.390 % Notes due 2037

June 30, 2037 £ 115,000 154,744 143,969

6.000 % Notes due 2039 (1)

December 5, 2039 £ 450,000 605,520 563,355

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Total principal amount $ 25,343,763 $ 22,938,737

Unamortized net (discounts) premiums, deferred financing costs, and cumulative basis adjustment on fair value hedges (3)(4)

( 281,145 ) 40,255

Unamortized net discounts and deferred financing costs ( 311,816 ) ( 281,145 )

$ 25,031,947 $ 22,657,592

(1) In connection with the Merger, we completed our debt exchange offer to exchange all outstanding notes issued by Spirit Realty, L.P.

("Spirit OP") on January 23, 2024 for new notes issued by Realty Income.

Prior to the completion of the Merger on January 23, 2024, these notes were not the obligation of Realty Income.

Additional details regarding the exchange offers are provided in the Note Exchange Offers Associated with the Merger section below.

(1) Interest paid annually.

Interest on the remaining senior unsecured notes and bond obligations included in the table is paid semi-annually.

(3) As a result of the Merger, the carrying values of the senior notes exchanged were adjusted to fair value.

(4) In conjunction with the pricing of our senior unsecured notes due January 2026, we entered into three-year , fixed-to-variable interest rate swaps, which were accounted for as fair value hedges.

During the three months ended December 31, 2024, these interest rate swaps totaling $ 500 million notional were terminated.

The following table summarizes the maturity of our notes and bonds payable as of December 31, 2024, excluding unamortized net premiums and discounts, deferred financing costs (dollars in millions):

The following table summarizes the maturity of our notes and bonds payable as of December 31, 2025, excluding unamortized net discounts, deferred financing costs (dollars in millions):

Year of Maturity Principal

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As of December 31, 2025, the weighted average interest rate on our notes and bonds payable was 3.8 %, and the weighted average remaining years until maturity was 6.0 years.

Interest incurred on all of the notes and bonds was $ 840.3 million, $ 598.6 million, and $ 431.3 million for the years ended December 31, 2024, 2023, and 2022, respectively.

Interest incurred on the notes and bonds was $ 938.1 million, $ 840.3 million, and $ 598.6 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Our outstanding notes and bonds are unsecured;

accordingly, we have not pledged any assets as collateral for these or any other obligations.

All of these notes and bonds contain various covenants, including:

The notes and bonds contain various covenants, including:

(i) a limitation on incurrence of any debt which would cause our debt to total adjusted assets ratio to exceed 60 %;

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

At December 31, 2024, we were in compliance with these covenants.

As of December 31, 2025, we were in compliance with these covenants.

Note Issuances

During the year ended December 31, 2025, we issued the following notes and bonds:

2024 Issuances Date of Issuance Maturity Date Principal amount

(in millions) Price of par value Effective yield to maturity

2025 Issuances Date of Issuance Maturity Date Principal amount (in millions) Price of par value Effective yield to maturity

5.125 % Notes

January 2024 February 2029 $ 450.0 99.23 % 4.923 %

April 2025 April 2035 $ 600.0

98.37 % 5.337 %

3.375 % Notes

January 2024 February 2034 $ 800.0 98.91 % 5.265 %

June 2025 June 2031 € 650.0 99.57 % 3.456 %

3.875 % Notes

August 2024 September 2054 $ 500.0 98.37 % 5.486 %

June 2025 June 2035 € 650.0 99.55 % 3.930 %

3.950 % Notes

September 2024 October 2029 £ 350.0 99.14 % 5.199 %

October 2025 February 2029 $ 400.0 99.41 % 4.143 %

4.500 % Notes

September 2024 September 2041 £ 350.0 96.21 % 5.601 %

Note Exchange Offers Associated with the Merger

As part of the Merger, Realty Income exchanged the following notes issued by Spirit OP, a wholly owned subsidiary of the Company with notes of substantially identical economic terms issued by Realty Income:

Series of Spirit Notes Tenders and Consents Received as of the Expiration Date

(in millions) Percentage of Total Outstanding Principal Amount of Such Series of Spirit Notes

4.450 % Notes due September 2026

$ 291.7 97.24 %

3.200 % Notes due January 2027

$ 292.7 97.56 %

2.100 % Notes due March 2028

$ 443.8 98.62 %

4.000 % Notes due July 2029

$ 391.7 97.93 %

3.400 % Notes due January 2030

$ 484.5 96.91 %

3.200 % Notes due February 2031

$ 445.0 98.90 %

2.700 % Notes due February 2032

$ 347.6 99.31 %

To induce holders of the Spirit OP notes to participate in the exchange, Realty Income offered noteholders electing to exchange their notes a cash payment equal to 10 basis points of the note principal amount held.

Across the various note classes, Realty Income had a success rate of approximately 98.1 % on the exchange, resulting in a cash payment of $ 2.7 million to participating noteholders.

The exchange was accounted for as a modification of the existing Spirit OP notes assumed in the Merger.

The interest rate, interest payment dates, redemption terms and maturity of each series of Realty Income notes issued by Realty Income in the exchange offers were the same as those of the corresponding series of Spirit notes exchanged.

With respect to the notes originally issued by Spirit OP that remained outstanding, we amended the indenture governing such notes to, among other things, eliminate substantially all of the restrictive covenants in such indenture.

October 2025 February 2033 $ 400.0 98.87 % 4.685 %

Note Repayments

During the year ended December 31, 2025, we repaid the following notes, plus accrued and unpaid interest, upon maturity:

There were no comparable repayments for the year ended December 31, 2023.

2025 Repayments Date of Issuance Maturity Date Principal amount

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3.875 % Notes

February 2014 February 2024 $ 500.0

April 2018 April 2025 $ 500.0

4.625 % Notes

June 2014 July 2024 $ 350.0

October 2018 November 2025 $ 550.0

Noncontrolling Interests

As of December 31, 2024, we have ten entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

At December 31, 2024, outstanding common partnership units in Realty Income, L.P.

represented 9.95 % ownership interest in Realty Income L.P.

As of December 31, 2025, we have 12 entities with noncontrolling interests that we consolidate, including our U.S.

Private Fund Business, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

During the year ended December 31, 2025, we launched an open-end, perpetual life private fund, which is consolidated by Realty Income.

In September 2025, we held an initial closing raising $ 716.0 million of third-party investor commitments, of which $ 486.4 million was called during the three months ended December 31, 2025.

As of the closing date, the Fund’s seed portfolio was comprised of 183 properties contributed by Realty Income.

As of December 31, 2025, we owned approximately 69 % of the outstanding limited partnership interests in the Fund.

The Fund issues limited partnership ("LP") units to investors, none of which hold voting rights.

As the Fund's General Partner ("GP"), Realty Income manages all investment and operational decisions.

The Fund aims to make quarterly, pro-rata distributions to partners, as determined by the GP, based on their percentage interests.

LP units are not mandatorily redeemable, and investors do not have the right to require redemption.

Any redemption of LP units may occur only at the sole discretion of the GP.

After evaluating the terms of the partnership agreement, including the absence of mandatory redemption features, and the GP’s discretion over the redemptions, we determined that the LP units meet the requirements for classification as permanent equity.

With respect to Realty Income, L.P., as of December 31, 2025, outstanding common partnership units in our operating partnership represented a 9.95 % ownership interest.

We hold the remaining 90.05 % interest and consolidate the entity.

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The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2025 (in thousands):

Fund Business

Realty Income, L.P.

Other Noncontrolling Interests Total

Carrying value at December 31, 2022

Carrying value as of December 31, 2023

$ — $ 114,072 $ 51,430 $ 165,502

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Allocation of net income — 5,898 671 6,569

Carrying value at December 31, 2023

Issuance of common partnership units — 54,643 ( 7,390 ) 47,253

Carrying value as of December 31, 2024

$ — $ 167,803 $ 43,145 $ 210,948

3 unchanged sentences

Allocation of net income 3,963 6,757 473 11,193

Issuance of common partnership units 54,643 ( 7,390 ) 47,253

Carrying value at December 31, 2024

Reallocation of equity (2)

( 13,282 ) — — ( 13,282 )

(1) 2,681,808 units were outstanding as of December 31, 2024 and 1,795,167 units were outstanding as of December 31, 2023 and 2022.

Carrying value as of December 31, 2025

$ 477,081 $ 165,663 $ 42,529 $ 685,273

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

1,795,167 units were outstanding as of December 31, 2023.

(2) Represents the difference between cash received from third-party investors and the resulting change in noncontrolling interests from equity transactions in which we retained control of the Fund.

In July 2024, a joint venture partner converted their interests in two consolidated property partnerships into 156,621 common partnership units in Realty Income, LP and we recorded the excess over carrying value of $ 0.8 million as a reduction to common stock and paid in capital.

In September 2024, we completed the acquisition of 42 properties by paying cash and by issuing 730,020 common partnership units in Realty Income, LP.

At December 31, 2024, we are considered the primary beneficiary of Realty Income, L.P.

As of December 31, 2025, we are considered the primary beneficiary of the U.S.

Private Fund Business, Realty Income, L.P.

and other VIEs.

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Financial Instruments Not Measured at Fair Value on our Consolidated Balance Sheets

The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, accounts payable, distributions payable, term loans, line of credit payable and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature.

The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, accounts payable, distributions payable, revolving credit facilities and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature.

The aggregate fair value of our term loans approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing.

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$ 25,343.8 $ 24,647.5 $ 22,938.7 $ 21,593.5

(1) Excludes non-cash net premiums and discounts as well as deferred financing costs recorded on mortgages payable.

Excludes non-cash net premiums and discounts, deferred financing costs, and the cumulative basis adjustment on fair value hedges recorded on notes payable.

The estimated fair values of our mortgage loan receivable, unsecured loan receivable, mortgages payable, and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant input, such as forward interest rate curve, plus an applicable credit-adjusted spread.

(1) Excludes non-cash net premiums and discounts, and deferred financing costs.

The estimated fair values of our mortgage loan receivable, unsecured and other loans, private senior secured loans receivable, mortgages payable, and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant input, such as forward interest rate curve, plus an applicable credit-adjusted spread.

Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related to the named financial instruments are categorized as level 3 of the fair value hierarchy.

The estimated fair values of our senior secured loans receivable, publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of each financial instrument.

The estimated fair values of our publicly-traded senior secured loans receivable, publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of each financial instrument.

Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to these financial instruments is categorized as level 2 of the fair value hierarchy.

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

Financial Instruments Measured at Fair Value on a Recurring Basis

For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting swaps to manage interest rate risk, and cross-currency swaps, currency exchange swaps, and foreign currency forwards to manage foreign currency risk.

For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting swaps to manage interest rate risk, and cross-currency swaps and foreign currency forwards to manage foreign currency risk.

The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative.

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In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 on the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level three inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties.

However, at December 31, 2024 and 2023, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 on the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties.

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

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

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total provisions for impairment of real estate ( 434.5 ) ( 319.0 ) ( 82.2 )

( 319.0 ) ( 82.2 ) ( 25.9 )

Carrying value after impairment $ 569.5 $ 451.7 $ 112.3

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Sold 222 132 94

(1) Real estate assets that were deemed to be impaired for the year ended December 31, 2024 primarily relate to two office properties which were acquired and retained in our merger with VEREIT in 2021, properties leased to clients in bankruptcies or financial distress, as well as properties that are more likely than not to be sold in the next twelve months.

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

The valuation of impaired assets is determined using widely accepted valuation techniques including income capitalization approach, using net operating income for each property and applying capitalization rates between 7.8 % and 8.6 %, recent comparable sales transactions, broker opinions of value with discounts based on management judgment, and purchase offers received from third parties, which are level 3 inputs.

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

4 unchanged sentences

Derivatives Designated as Hedging Instruments - Cash Flow Hedges

We enter into foreign currency forward contracts to sell GBP and EUR and buy USD to hedge the foreign currency risk associated with interest payments on intercompany loans denominated in GBP and EUR.

Forward points on the forward contracts are included in the assessment of hedge effectiveness.

We enter into foreign currency forward contracts to sell GBP and buy USD to hedge the foreign currency risk on interest payments on intercompany loans denominated in GBP.

There are no amounts excluded from the assessment of hedge effectiveness for cash flow hedges of foreign exchange risk.

We also execute variable-to-fixed interest rate swaps and use interest rate swaption agreements to add stability to interest expense and to manage our exposure to interest rate movements associated with our term loans or forecasted transactions.

When it is probable that the forecasted transaction will not occur by the end of the specific time period or within an additional two-month period thereafter, the net derivative instrument gain or loss and any gains and losses that were reported in AOCI pursuant to the hedge of a forecasted transaction are recognized immediately in earnings through the caption entitled 'Interest' in our consolidated statements of income and comprehensive income.

If it becomes probable that a forecasted transaction will not occur within the specific time period or within an additional two-month period thereafter, any related amounts deferred in AOCI are recognized immediately in earnings.

During the years ended December 31, 2025, and 2024, n o such amounts were recognized through the caption entitled 'Interest' in our consolidated statements of income and comprehensive income.

Derivatives Designated as Hedging Instruments - Fair Value Hedges

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These swaps involve the receipt of fixed-rate amounts for variable interest rate payments over the life of the swaps without exchange of the underlying principal amount.

We also designate some of our cross-currency swaps as fair value hedges as we use them to hedge foreign currency risk associated with changes in spot rates on foreign-denominated debt.

For these hedging instruments, we have elected to exclude the change in fair value of the cross-currency swaps related to both time value and cross-currency basis spread from the assessment of hedge effectiveness (the "excluded component").

Changes in the fair value of the cross-currency swaps attributable to these excluded components are recorded to other comprehensive income and subsequently recognized in 'Foreign currency and derivative gain (loss), net' on a systematic and rational basis, as net cash settlements and interest accruals on the respective cross currency swaps occur, over the remaining life of the hedging instruments.

We also designate some of our cross-currency swaps as fair value hedges as we use them to hedge foreign currency risk associated with changes in spot rates on foreign-denominated intercompany receivables and third-party debt.

For these hedging instruments, we have elected to exclude the change in fair value of the cross-currency swaps attributable to the difference between the spot and forward prices from the assessment of hedge effectiveness (the "excluded component").

Changes in the fair value of the cross-currency swaps attributable to these excluded components are recorded to other comprehensive income and subsequently recognized in 'Foreign currency and derivative (loss) gain, net' on a systematic and rational basis, as net cash settlements and interest accruals on the respective cross currency swaps occur, over the remaining life of the hedging instruments.

Derivatives Designated as Hedging Instruments - Net Investment Hedges

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If our net investment changes during a reporting period, the hedge relationship will be assessed for whether a de-designation is warranted (only if the hedge notional amount is outside of prescribed tolerance).

Further, certain EUR-denominated bonds and borrowings under our Revolving Credit Facility and Term Loans (all as defined in notes 7 and 8 , respectively) may be also designated as, and are effective as, net investment hedges.

Further, certain EUR-denominated bonds and borrowings under our revolving credit facilities and term loans may also be designated as, and are effective as, net investment hedges.

Changes in the value of such borrowings, related to changes in the spot rates, will be recorded in the same manner as foreign currency translation adjustments.

1 unchanged sentence

Derivatives Not Designated as Hedging Instruments

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP and EUR.

We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP, EUR, and Polish Zloty.

These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes.

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

The following table summarizes the terms and fair values of our derivative financial instruments at December 31, 2024 and December 31, 2023 (dollars in millions):

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

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

Derivative Type

6 unchanged sentences

Interest rate swaps (4)

10 $ 2,180.0 $ 1,630.0 3.40 % Jun 2025 - Aug 2027 $ 24.3 $ 0.3

Interest rate swaptions (5)

— — 1,000.0 — — — 2.6

10 $ 2,105.0 $ 2,180.0 3.47 % Jan 2026 - Jan 2028 $ 5.1 $ 24.3

Cross-currency swaps - Fair Value

3 320.0 320.0 (6) Oct 2032 ( 42.2 ) ( 59.8 )

8 720.0 320.0 (5) Feb 2029 - Oct 2032 ( 81.0 ) ( 42.2 )

Cross-currency swaps - Net Investment

3 280.0 280.0 (6) Oct 2032 ( 66.1 ) ( 37.6 )

Foreign currency forwards 26 349.5 162.3 (8) Jan 2025 - Jun 2026 9.3 2.7

Foreign currency forwards

54 519.7 349.5 (7) Jan 2026 - Jul 2027 ( 8.7 ) 9.3

$ 3,624.7 $ 3,129.5 $ ( 150.7 ) $ ( 46.2 )

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(3) This column represents maturity dates for instruments outstanding as of December 31, 2025.

(4) During the year ended December 31, 2024, we entered into five variable-to-fixed interest rate swaps when we extended the maturity of the 2023 term loans and designated them as cash flow hedges.

We also designated five other variable-to-fixed interest rate swaps we acquired from Spirit as cash flow hedges to mitigate the interest rate risk associated with the term loans we assumed in conjunction with the Merger.

The acquisition date fair value of these acquired derivatives was $ 35.1 million in total and will be reclassified from AOCI to interest expense over the remaining life of the term loans.

(5) There were six interest swaptions equal to $ 1.0 billion in notional entered into in March 2023, of which $ 800.0 million was terminated in January 2024 in connection with a senior unsecured note issuance.

A total termination premium of $ 3.4 million we received was deferred in other comprehensive income and will be recognized in interest expense over the 10-year tenor of the notes due 2034.

We discontinued cash flow hedge accounting for the remaining swaption of the $ 200.0 million notional in December 2024 because the forecasted transaction did not occur.

(4) During the year ended December 31, 2025, we entered into five variable-to-fixed interest rate swaps in connection with our GBP-denominated term loan maturing in 2028 and designated these derivatives as cash flow hedges of the underlying interest rate risk.

In addition, five other variable-to-fixed interest rate swaps, which were assumed in connection with the Merger, continue to be designated as cash flow hedges of the related assumed term loans .

(5) USD fixed rate of 5.625 % and EUR weighted average fixed rate of 4.520 %.

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Derivatives in Cash Flow Hedging Relationships 2025 2024 2023

Cross-currency swaps $ — $ — $ ( 5,091 )

Interest rate swaps $ ( 15,627 ) $ ( 5,575 ) $ ( 11,171 )

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Total derivatives in fair value hedging relationships $ 10,404 $ ( 5,224 ) $ ( 14,602 )

Total unrealized (loss) gain on derivatives, net $ ( 2,782 ) $ ( 37,265 ) $ 97,054

Total unrealized loss on derivatives, net $ ( 25,151 ) $ ( 2,782 ) $ ( 37,264 )

Derivatives and Non-derivatives in Net Investment Hedging Relationships

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Foreign currency debt ( 9,369 ) 2,315 $ —

Total unrealized gain (loss) recorded in foreign currency translation adjustment $ 15,884 $ ( 4,272 ) $ —

Total unrealized (loss) gain recorded in foreign currency translation adjustment $ ( 39,759 ) $ 15,884 $ ( 4,272 )

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

Years ended December 31,

Derivatives in Cash Flow Hedging Relationships Location of Gain Recognized in Income

2024 2023 2022

Cross-currency swaps Foreign currency and derivative gain (loss), net

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

2025 2024 2023

Interest rate swaps Interest $ 10,053 $ 31,385 $ 15,794

Foreign currency forwards Foreign currency and derivative gain (loss), net

Foreign currency forwards Foreign currency and derivative (loss) gain, net

( 12,542 ) 3,831 4,251

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Derivatives in Fair Value Hedging Relationships

Cross-currency swaps - Fair Value Foreign currency and derivative gain (loss), net

Cross-currency swaps - Fair Value Foreign currency and derivative (loss) gain, net

$ ( 404 ) $ 1,806 $ 1,415

1 unchanged sentence

Derivatives in Net Investment Hedging Relationships

Cross-currency swaps - Net Investment (excluded component) Foreign currency and derivative gain (loss), net

Cross-currency swaps - Net Investment (excluded component) Foreign currency and derivative (loss) gain, net

$ 1,873 $ 3,444 $ 62

Total derivatives in net investment hedging relationships $ 1,873 $ 3,444 $ 62

Net increase (decrease) to net income

Net (decrease) increase to net income

$ ( 724 ) $ 40,453 $ 14,663

We expect to reclassify $ 10.0 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 9.2 million from AOCI to foreign currency gain relating to foreign currency forwards within the next twelve months.

The following table details our foreign currency and derivative gains (losses), net included in income (in thousands):

We expect to reclassify $ 5.7 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 11.3 million from AOCI as an increase to foreign currency gain relating to foreign currency forwards within the next twelve months.

The following table details our foreign currency and derivative (loss) gain, net included in income (in thousands):

Years ended December 31,

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(Loss) gain on the settlement of undesignated derivatives $ 12,142 $ ( 33,053 ) $ 18,051

Gain on the settlement of designated derivatives reclassified from AOCI 9,082 5,728 3,245

(Loss) gain on the settlement of transactions with third parties 1,498 583 ( 553 )

(Loss) gain on the settlement of designated derivatives reclassified from AOCI ( 10,882 ) 9,082 5,728

Gain on the settlement of transactions with third parties 3,492 1,498 583

Total realized foreign currency and derivative (loss) gain, net $ 4,752 $ ( 22,473 ) $ 24,362

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

Gain (loss) on the change in fair value of undesignated derivatives $ 11,893 $ ( 5,231 ) $ 29,316

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

(Loss) gain on the change in fair value of undesignated derivatives $ ( 63,430 ) $ 11,893 $ ( 5,231 )

Gain (loss) on remeasurement of certain assets and liabilities 30,025 14,000 ( 32,545 )

Total unrealized foreign currency and derivative gain (loss), net $ 25,893 $ ( 37,776 ) $ ( 220,395 )

Total foreign currency and derivative gain (loss), net $ 3,420 $ ( 13,414 ) $ ( 13,311 )

At December 31, 2024, we owned or held interests in 15,621 properties.

Of the 15,621 properties, 15,316 , or 98.0 %, are single-client properties, and the remaining are multi-client properties.

At December 31, 2024, 205 properties were available for lease or sale.

Total unrealized foreign currency and derivative (loss) gain, net $ ( 33,405 ) $ 25,893 $ ( 37,776 )

Total foreign currency and derivative (loss) gain, net $ ( 28,653 ) $ 3,420 $ ( 13,414 )

As of December 31, 2025, we owned or held interests in 15,511 properties.

Of the 15,511 properties, 15,167 , or 97.8 %, are single-tenant properties, and the remainder are multi-tenant properties.

As of December 31, 2025, 173 properties were available for lease or sale.

The majority of our leases are accounted for as operating leases.

At December 31, 2024, most of the properties in our portfolio were leased under net lease agreements where our client pays or reimburses us for property taxes and assessments and carries insurance coverage for public liability, property damage, fire, and extended coverage.

As of December 31, 2025, most of the properties in our portfolio were leased under net lease agreements where our client pays or reimburses us for property taxes and assessments and carries insurance coverage for public liability, property damage, fire, and extended coverage.

Rent based on a percentage of our clients' gross sales, or percentage rent for the years ended December 31, 2025, 2024, and 2023 was $ 18.2 million, $ 16.0 million, and $ 14.8 million, respectively.

At December 31, 2024, minimum future annual rental revenue to be received on the operating leases for the next five years and thereafter are as follows (dollars in millions):

As of December 31, 2025, minimum future annual rental revenue to be received on the operating leases for the next five years and thereafter are as follows (dollars in millions):

Future Minimum Operating Lease Payments Future Minimum Direct Financing and Sale-Type Lease Payments (1)

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We are the lessee under certain ground lease arrangements, building, and corporate office space leases, which are primarily accounted for as operating leases.

At December 31, 2024, minimum future rental payments due from the Company over the next five years and thereafter are as follows (dollars in millions):

As of December 31, 2025, minimum future rental payments due from the Company over the next five years and thereafter are as follows (dollars in millions):

Operating Leases Finance

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The weighted average discount rate was derived from estimated incremental borrowing rates based on our credit quality, as we did not have any borrowings at the balance sheet date with comparable terms to our lease agreements.

At December 31, 2024, the weighted average discount rate for operating leases is 3.96 % and the weighted average remaining lease term is 23.74 years.

At December 31, 2024, the weighted average discount rate for finance leases is 5.02 % and the weighted average remaining lease term is 32.47 years.

As of December 31, 2025, the weighted average discount rate for operating leases is 4.06 % and the weighted average remaining lease term is 24.12 years.

As of December 31, 2025, the weighted average discount rate for finance leases is 5.71 % and the weighted average remaining lease term is 39.31 years.

Stockholders' Equity

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$ 3.2170 $ 3.1255 $ 3.0510

At December 31, 2024, a distribution of $ 0.2640 per common share was payable and was paid in January 2025.

At December 31, 2023, a distribution of $ 0.2565 per common share was payable and was paid in January 2024.

As of December 31, 2025, a distribution of $ 0.2700 per common share was payable and was paid in January 2026.

As of December 31, 2024, a distribution of $ 0.2640 per common share was payable and was paid in January 2025.

The following presents the federal income tax characterization of distributions paid or deemed to be paid per common share for the years:

2 unchanged sentences

Nontaxable distributions 1.0818846 0.9495197 0.2075500

Total capital gain distribution — — 0.1802346

Total $ 3.2170000 $ 3.1255000 $ 3.0510000

At-the-Market ("ATM") Program

Under our current ATM program, which we entered into in August 2023, we may offer and sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices.

In November 2025, we replaced our prior ATM program with a new ATM program, pursuant to which we may offer and sell up to 150.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices.

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

As of December 31, 2024, we had 55.5 million shares remaining for future issuance under our ATM program.

Of the 120.0 million shares of our common stock available for sale under the prior ATM program at its inception, a total of approximately 65.0 million of those shares were sold, the remainder of which were terminated upon the execution of the new ATM program.

As of December 31, 2025, we had 141.1 million shares remaining for future issuance under our new ATM program.

We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.

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(1) During the year ended December 31, 2025, 52.8 million shares were sold, and 42.0 million shares were settled pursuant to forward sale confirmations.

In addition, as of December 31, 2024, 1.8 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $ 53.32 per share.

We currently expect to fully settle forward sale agreements outstanding by June 30, 2025, representing $ 91.8 million in net proceeds, for which the weighted average forward price at December 31, 2024 was $ 51.80 per share.

As of December 31, 2025, 12.6 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $ 57.49 per share.

We currently expect to fully settle forward sale agreements outstanding by March 31, 2026, representing $ 708.5 million in net proceeds, for which the weighted average forward price as of December 31, 2025 was $ 56.26 per share.

Dividend Reinvestment and Stock Purchase Plan ("DRSPP")

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

At December 31, 2024, we had 10.8 million shares remaining for future issuance under our DRSPP program.

As of December 31, 2025, we had 10.5 million shares remaining for future issuance under our DRSPP program.

The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions, shares in thousands):

3 unchanged sentences

Gross proceeds $ 12.0 $ 11.8 $ 11.5

Series A Preferred Stock

As part of the Merger Agreement with Spirit, each outstanding share of Spirit Series A Preferred Stock, par value $ 0.01 per share, converted into the right to receive one share of newly issued Realty Income Series A Preferred Stock, having substantially the same terms as the Spirit Series A Preferred Stock, resulting in 6.9 million shares of Realty Income Series A Preferred Stock issued.

In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding.

The shares were redeemed at redemption value of $ 25.00 per share, plus accrued and unpaid dividends to September 30, 2024.

The excess of the $ 25.00 liquidation price per share over the carrying value of Realty Income Series A Preferred Stock redeemed resulted in a loss on redemption of $ 5.1 million for the year ended December 31, 2024.

Common Stock Incentive Plan

4 unchanged sentences

As a result, 6.2 million additional shares were available for issuance under the 2021 Plan.

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 32.7 million, $ 26.2 million, and $ 21.6 million during the years ended December 31, 2024, 2023, and 2022, respectively.

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

2 unchanged sentences

For more details, please see note 2, Merger with Spirit Realty Capital, Inc.

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 30.8 million, $ 32.7 million, and $ 26.2 million during the years ended December 31, 2025, 2024, and 2023, respectively.

Restricted Stock

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(1) Grant date fair value.

For each of the years ended December 31, 2024, 2023, and 2022, we granted 40,000 shares of restricted stock to the independent members of our Board of Directors in connection with our annual awards in May of each year.

For the years ended December 31, 2025, 2024, and 2023, we granted 29,056 , 40,000 , and 40,000 shares of restricted stock, respectively, to the independent members of our Board of Directors in connection with our annual awards in May of each year.

The vesting period of these shares is up to three years , based on each director's years of service, and is subject to the director's continued service through each applicable vesting date.

In addition, in February 2024, we granted 4,000 shares of restricted stock to a new member of our Board of Directors, which vest in equal parts over a three-year period.

In addition, in October 2025, we granted 3,399 shares of restricted stock to a new member of our Board of Directors, which vest in equal parts over a three-year period.

In connection with shares granted in each respective year, 14,528 , 16,000 , and 20,000 shares vested immediately and 17,927 , 28,000 , and 20,000 shares vest in equal parts over a three-year service period.

6 unchanged sentences

During 2025, 2024, and 2023, we also granted restricted stock units that vest over service periods of four-years and have the same economic rights as shares of restricted stock.

During 2025, we granted 3,632 restricted stock units to one independent member of our Board of Directors in connection with our annual awards in May.

These awards vest over three years , subject to the director's continued service through each applicable vesting date.

2025 2024 2023

31 unchanged sentences

Shares vested ( 184,111 ) $ 71.09 ( 186,193 ) $ 57.16 ( 124,151 ) $ 76.59

Shares forfeited — $ — — $ — ( 17,952 ) $ 58.59

Outstanding nonvested shares, end of each period 820,576 $ 66.65 684,939 $ 68.99 561,769 $ 72.64

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Non-cash activities:

Net increase (decrease) in fair value of derivatives $ 64,092 $ ( 116,145 ) $ 58,753

Net (decrease) increase in fair value of derivatives $ ( 163,318 ) $ 64,092 $ ( 116,145 )

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

1 unchanged sentence

Increase in noncontrolling interests from property acquisitions $ — $ — $ 39,156

Mortgages assumed at fair value $ — $ — $ 45,079

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

$ — $ 47,253 $ —

(1) See note 11, Noncontrolling Interests for further details.

The following table provides a reconciliation of 'Cash and cash equivalents' reported on our consolidated balance sheets to the total of the cash, cash equivalents, and restricted cash reported within our consolidated statements of cash flows (in thousands):

2 unchanged sentences

Restricted escrow deposits (1)

Impounds related to mortgages payable (1)

83,200 36,326

Impounds related to mortgages payable (1)

Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows $ 520,756 $ 495,506

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Segment Information

Our business is characterized as owning and leasing commercial properties under long-term, net lease agreements (whereby clients are responsible for property taxes, insurance and maintenance costs), and these economic characteristics are similar across various property types, geographic locations, and industries in which our clients operate.

The Company's chief operating decision maker ("CODM") is its President, Chief Executive Officer.

Our business is characterized as primarily owning and leasing commercial properties under long-term, net lease agreements (whereby clients are responsible for property taxes, insurance and maintenance costs), and these economic characteristics are similar across various property types, geographic locations, and industries in which our clients operate.

Our chief operating decision maker ("CODM") is our President, Chief Executive Officer.

Information reviewed by our CODM in evaluating performance and allocating resources is primarily operating results and cash flow analysis on a consolidated basis.

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The measure of segment assets is reported on the balance sheet as total consolidated assets.

Our significant segment expenses include consolidated expense categories presented in our consolidated statements of income and comprehensive income, as well as additional significant segment expense categories reported within 'Property (including reimbursable)' and 'General and administrative' expense captions, as follows (in millions):

Our significant segment expenses include consolidated expense categories presented in our consolidated statements of income and comprehensive income, as well as additional significant segment expense categories reported within 'Property (including reimbursements)' and 'General and administrative' expense captions, as follows (in thousands):

Years ended December 31,

2025 2024 2023

Property (excluding reimbursable) $ 74.6 $ 42.8 $ 41.6

Property expenses (excluding reimbursements) $ 88,402 $ 74,587 $ 42,763

Cash G&A expenses (1)

3 unchanged sentences

Geographic Information

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

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

Years ended December 31,

2 unchanged sentences

240,721 6,492 — 247,213

Rental (including reimbursable) $ 4,353.4 $ 557.1 $ 133.2 $ 5,043.7

Rental (including reimbursements) $ 4,542,076 $ 681,173 $ 214,083 $ 5,437,332

Other revenue 312,045

3 unchanged sentences

237,876 794 — 238,670

Rental (including reimbursable) $ 3,475.1 $ 417.7 $ 65.4 $ 3,958.2

Rental (including reimbursements) $ 4,353,439 $ 557,119 $ 133,190 $ 5,043,748

Other revenue 227,394

11 unchanged sentences

The following table disaggregates domestic and international total long-lived assets (in millions):

As of December 31,

December 31, 2025 December 31, 2024

Long-lived assets $ 42,337.4 $ 9,322.6 $ 3,280.5 $ 54,940.5 $ 43,186.5 $ 7,485.6 $ 1,617.7 $ 52,289.8

2 unchanged sentences

(1) Other includes long-lived assets in all other European countries we operate in.

The components of income before taxes were attributable to the following (in thousands):

Years ended December 31,

2025 2024 2023

Domestic $ 791,719 $ 666,110 $ 755,872

Foreign 363,410 267,832 173,063

Total income before taxes $ 1,155,129 $ 933,942 $ 928,935

Provision for income taxes consisted of the following (in thousands):

Years ended December 31,

2025 2024 2023

Federal $ — $ ( 407 ) $ 792

State and local 14,450 8,783 10,139

Foreign 70,293 54,673 41,086

Total current $ 84,743 $ 63,049 $ 52,017

Federal $ — $ — $ —

State and local — — —

Foreign 603 3,552 4

Total deferred $ 603 $ 3,552 $ 4

Total provision for income taxes $ 85,346 $ 66,601 $ 52,021

Our effective tax rates for the years ended December 31, 2025, 2024, and 2023 were 7.4 %, 7.1 %, and 5.6 %, respectively.

The primary drivers of the difference between the federal statutory rate of 21.0% and our overall effective tax rate were the tax benefits associated with our REIT status, including the dividends paid deduction, the impact of state and local income taxes, and the effect of differing statutory rates and related permanent differences applicable to our foreign earnings.

Income taxes paid for the year ended December 31, 2025 are as follows (in thousands):

Year ended December 31,

Federal $ ( 233 )

State and Local $ 16,827

United Kingdom $ 30,665

Total Foreign $ 33,191

Total income taxes paid $ 49,785

We recognize deferred income tax in our taxable subsidiaries, including certain international jurisdictions.

Deferred income tax assets and liabilities are generally the result of temporary differences between book and tax accounting, such as timing differences caused by different useful lives used for depreciation.

We provide for a valuation allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be realized.

As of December 31, 2025 and 2024, we had net deferred tax liabilities of $ 4.3 million and $ 3.5 million, respectively, which are reported in 'Other liabilities' on our consolidated balance sheets.

Commitments and Contingencies

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

At December 31, 2024, we had commitments of $ 93.5 million, which primarily relate to tenant improvements, recurring capital expenditures, and non-recurring building improvements.

In addition, as of December 31, 2024, we had committed $ 683.3 million under construction contracts related to development projects, which have estimated rental revenue commencement dates between February 2025 and March 2026.

As of December 31, 2025, we had $ 805.0 million of commitments under construction contracts related to development projects, which have estimated rental revenue commencement dates between January 2026 and November 2027.

In addition, as of December 31, 2025, we had commitments of $ 43.0 million for tenant improvements, recurring capital expenditures, and building improvements .

Subsequent Events

1 unchanged sentence

In addition, in February 2026, we declared a dividend of $ 0.2700 , which will be paid in March 2026.

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 share 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.

A Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Private Fund Business

On December 29, 2025, we announced that we closed an additional $ 816.3 million in commitments from third-party investors for the Fund.

On January 1, 2026, capital calls of $ 638.0 million were made and a $ 408.2 million redemption on the Company's units was made.

After giving effect to these transactions, the Company's indirect ownership in the Fund was 38.5 %.

Convertible Bond Issuance and Common Stock Repurchase

In January 2026, we issued $ 862.5 million principal amount of 3.500 % convertible senior notes due January 2029 in a private offering, for estimated net proceeds of $ 845.5 million.

The notes will be senior, unsecured obligations of Realty Income and will accrue interest at a rate of 3.500 % per annum, payable semi-annually in arrears.

The notes will mature on January 15, 2029, unless earlier repurchased, redeemed or converted.

Before October 15, 2028, noteholders will have the right to convert their notes only upon the occurrence of certain events.

From and after October 15, 2028, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

We will settle conversions by paying cash and, if applicable, delivering shares of our common stock, based on the applicable conversion rate.

The initial conversion rate is 14.4051 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $ 69.42 per share of common stock.

The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

Among other things, we used approximately $ 101.9 million of the net proceeds from the offering to repurchase approximately 1.8 million shares of our common stock in privately negotiated transactions, concurrently with the pricing of the offering.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data