Item 9A. Controls and Procedures
Item 9A: Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.
Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that as of December 31, 2025 our disclosure controls and procedures were effective and were operating at a reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer, Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Management has used the framework set forth in the report entitled “Internal Control-Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year. KPMG LLP has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.
Submitted on February 24, 2026 by,
Sumit Roy, President, Chief Executive Officer
Jonathan Pong, Executive Vice President, Chief Financial Officer, and Treasurer
Changes in Internal Controls
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Limitations on the Effectiveness of Controls
Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Item 9B: Other Information
Director and Officer Trading Arrangements and Policies
During the three months ended December 31, 2025, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
Item 9C: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None
PART III
Item 10: Directors, Executive Officers and Corporate Governance
Realty Income Corporation has adopted insider trading policies and procedures applicable to our directors, officers, and employees, that we believe are reasonably designed to promote compliance with insider trading laws, and regulations, and the listing standards of the New York Stock Exchange. A copy of our Insider Trading Compliance Policy is incorporated by reference as Exhibit 19.1 to this Annual Report on Form 10-K.
The information required by this item is set forth under the captions “Board of Directors” and “Executive Officers of the Company” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 11: Executive Compensation
The information required by this item is set forth under the caption “Executive Compensation” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 13: Certain Relationships and Related Transactions, and Director Independence
The information required by this item is set forth under the caption “Related Party Transactions” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
Item 14: Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG LLP , San Diego, CA , Auditor Firm ID: 185 .
The information required by this item is set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in our definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A, and is incorporated herein by reference.
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PART IV
Item 15: Exhibits and Financial Statement Schedules
A. The following documents are filed as part of this report.
1. Financial Statements (see Item 8)
a. Reports of Independent Registered Public Accounting Firm
b. Consolidated Balance Sheets,
December 31, 2025 and December 31, 2024
c. Consolidated Statements of Income and Comprehensive Income,
Years ended December 31, 2025, 2024, and 2023
d. Consolidated Statements of Equity,
Years ended December 31, 2025, 2024, and 2023
e. Consolidated Statements of Cash Flows,
Years ended December 31, 2025, 2024, and 2023
f. Notes to Consolidated Financial Statements
2. Financial Statement Schedules. Reference is made to page F-1 of this report (electronically filed with the Securities and Exchange Commission).
a. Schedule III - Real Estate and Accumulated Depreciation
Schedules not Filed: All schedules, other than those indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes.
3. Exhibits
Exhibit No. Description
Bylaws
3.1 Amended and Restated Bylaws of the Company dated November 3, 2023 (filed as exhibit 3.1 to the Company's Form 10-Q, filed on November 7, 2023 (File No. 001-13374) and incorporated herein by reference).
3.2 Articles of Incorporation of the Company, as amended by amendment No. 1 dated May 10, 2005 and amendment No. 2 dated May 10, 2005 (filed as exhibit 3.1 to the Company’s Form 10-Q for the quarter ended June 30, 2005, filed on August 3, 2005 (File No. 033-69410) and incorporated herein by reference).
3.3 Articles of Amendment dated July 29, 2011 (filed as exhibit 3.1 to the Company's Form 8-K, filed on August 2, 2011 (File No. 001-13374) and incorporated herein by reference).
3.4 Articles of Amendment dated June 21, 2012 (filed as exhibit 3.1 to the Company's Form 8-K, filed on June 21, 2012 (File No. 001-13374) and incorporated herein by reference).
3.5 Articles of Amendment dated May 14, 2019 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 16, 2019 (File No. 001-13374) and incorporated herein by reference).
3.6 Amended and Restated Bylaws of the Company dated February 19, 2020 (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 20, 2020 (File No. 001-13374) and incorporated herein by reference).
3.7 Articles of Amendment dated May 17, 2022 (filed as exhibit 3.1 to the Company's Form 8-K, filed on May 19, 2022 (File No. 001-13374) and incorporated herein by reference.
3.8 Articles Supplementary dated June 30, 1998 establishing the terms of the Company's Class A Junior Participating Preferred Stock (filed as exhibit A to exhibit 1 to the Company's Form 8-A12B, filed on June 26, 1998 (File No. 001-13374) and incorporated herein by reference).
3.9 Articles Supplementary dated May 24, 1999 establishing the terms of the Company's 93/8% Class B Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on May 25, 1999 (File No. 001-13374) and incorporated herein by reference).
3.10 Articles Supplementary dated July 28, 1999 establishing the terms of the Company's 91/2% Class C Cumulative Redeemable Preferred Stock (filed as exhibit 4.1 to the Company's Form 8-K, filed on July 30, 1999 (File No. 001-13374) and incorporated herein by reference).
3.11 Articles Supplementary dated May 24, 2004 and the Articles Supplementary dated October 18, 2004 establishing the terms of the Company's 7.375% Monthly Income Class D Cumulative Redeemable Preferred Stock (filed as exhibit 3.8 to the Company's Form 8-A12B, filed on May 25, 2004 (File No. 001-13374) and incorporated herein by reference).
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3.12 Articles Supplementary dated November 30, 2006 establishing the terms of the Company's 6.75% Monthly Income Class E Cumulative Redeemable Preferred Stock (filed as exhibit 3.5 to the Company's Form 8-A12B, filed on December 5, 2006 (File No. 001-13374) and incorporated herein by reference).
3.13 Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated February 3, 2012 (the “First Class F Articles Supplementary”) (filed as exhibit 3.1 to the Company’s Form 8-K, filed on February 3, 2012 (File No. 001-13374) and incorporated herein by reference).
3.14 Certificate of Correction to the First Class F Articles Supplementary, dated April 11, 2012 (filed as exhibit 3.2 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
3.15 Articles Supplementary to the Articles of Incorporation of the Company classifying and designating additional shares of the 6.625% Monthly Income Class F Cumulative Redeemable Preferred Stock, dated April 17, 2012 (filed as exhibit 3.3 to the Company’s Form 8-K, filed on April 17, 2012 (File No. 001-13374) and incorporated herein by reference).
3.16 Articles Supplementary to the Articles of Incorporation of the Company classifying and designating the 6.000% Series A Cumulative Redeemable Preferred Stock (filed as exhibit 3.15 to the Company’s Form 8-A12B, filed on January 22, 2024 (File No. 001-13374) and incorporated herein by reference).
Instruments defining the rights of security holders, including indentures
4.1 Indenture dated October 28, 1998 between the Company and The Bank of New York (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 (File No. 001-13374) and incorporated herein by reference).
4.2 Form of 5.875% Senior Notes due 2035 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference).
4.3 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York, as Trustee, establishing a series of securities entitled 5.875% Senior Debentures due 2035 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 11, 2005 (File No. 033-69410) and incorporated herein by reference).
4.4 Form of Common Stock Certificate (filed as exhibit 4.16 to the Company’s Form 10-Q for the quarter ended September 30, 2011, filed on October 28, 2011 (File No. 001-13374) and incorporated herein by reference).
4.5 Form of 4.125% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on September 23, 2014 (File No. 001-13374), and incorporated herein by reference).
4.6 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on September 23, 2014 (File No. 001-11374), and incorporated herein by reference).
4.7 Form of 3.000% Note due 2027 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 12, 2016 (File No. 001-13374), and incorporated herein by reference).
4.8 Officer’s Certificate pursuant to sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.000% Notes due 2027” (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 12, 2016 (File No. 001-13374), and incorporated herein by reference).
4.9 Form of 4.650% Note due 2047 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on March 15, 2017 (File No. 001-13374), and incorporated herein by reference).
4.10 Form of 4.125% Note due 2026 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on March 15, 2017 (File No. 001-13374), and incorporated herein by reference).
4.11 Officers’ Certificate pursuant to Sections 201, 301, and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee, establishing a series of securities entitled “4.650% Notes due 2047” and re-opening a series of securities entitled “4.125% Notes due 2026” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on March 15, 2017 (File No. 001-13374), and incorporated herein by reference).
4.12 Form of 3.650% Note due 2028 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 6, 2017 (File No. 001-13374), and incorporated herein by reference).
4.13 Officers’ Certificate pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.650% Notes due 2028” and re-opening a series of securities entitled “3.250% Notes due 2022” and “4.650% due 2047
4.14 Form of 4.650% Note due 2047 (filed as exhibit 4.4 to the Company’s Form 8-K, filed on December 6, 2017 (File No. 001-13374), and incorporated herein by reference).
4.15 Form of 3.250% Note due 2029 (filed as exhibit 4.2 to the Company's Form 8-K, filed on June 16, 2019 (File No. 001-13374), and incorporated herein by reference).
4.16 Officers’ Certificate pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “3.250% Notes due 2029." (filed as exhibit 4.3 to the Company's Form 8-K, filed on June 16, 2019 (File No. 001-13374), and incorporated herein by reference).
4.17 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on May 8, 2020 (File No. 001-13374), and incorporated herein by reference).
4.18 Form of 3.250% Note due 2031 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 16, 2020 (File No. 001-13374), and incorporated herein by reference).
4.19 Officers' Certificate, dated May 8, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on May 8, 2020, (File No. 001-13374), and incorporated herein by reference).
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4.20 Officers' Certificate, dated July 16, 2020, pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, re-opening a series of securities entitled "3.250% Notes due 2031." (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 16, 2020, (File No. 001-13374), and incorporated herein by reference).
4.21 Form of 1.625% Note due 2030 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on October 1, 2020 (File No. 001-13374), and incorporated herein by reference).
4.22 Officers’ Certificate dated October 1, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of securities entitled “1.625% Notes due 2030” (filed as an Exhibit 4.3 to the Company’s Form 8-K, filed on October 1, 2020 (File No. 001-13374), and incorporated herein by reference).
4.23 Form of 0.750% Note due 2026 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 14, 2020 (File No. 001-13374), and incorporated herein by reference).
4.24 Form of 1.800% Note due 2033 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 14, 2020 (File No. 001-13374), and incorporated herein by reference).
4.25 Officers’ Certificate dated December 14, 2020 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing a series of debt securities entitled “0.750% Notes due 2026” and a series of debt securities entitled “1.800% Notes due 2033” (filed as an Exhibit 4.4 to the Company's Form 8-K, filed on December 14, 2020 (File No. 001-13374), and incorporated herein by reference).
4.26 Officers’ Certificate dated July 13, 2021 pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.125% Notes due 2027” and a new series of debt securities entitled “1.750% Notes due 2033.” (filed as Exhibit 4.4 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374), and incorporated herein by reference).
4.27 Form of 1.125% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374), and incorporated herein by reference).
4.28 Form of 1.750% Notes due 2033 (filed as exhibit 4.3 to the Company's Form 8-K, filed on July 13, 2021 (File No. 001-13374), and incorporated herein by reference).
4.29 Form of 1.875% Notes due 2027 (filed as exhibit 4.2 to the Company's Form 8-K, filed on January 14, 2022 (File No. 001-13374), and incorporated herein by reference).
4.30 Form of 2.500% Notes due 2042 (filed as exhibit 4.3 to the Company's Form 8-K, filed on January 14, 2022 (File No. 001-13374), and incorporated herein by reference).
4.31 Officers’ Certificate dated January 14, 2022, pursuant to Sections 201, 301 and 303 of the Indenture establishing the terms of a new series of debt securities entitled “1.875% Notes due 2027” and a new series of debt securities entitled “2.500% Notes due 2042” (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 14, 2022 (File No. 001-13374), and incorporated herein by reference).
4.32 Indenture, dated February 6, 2014, among ARC Properties Operating Partnership, L.P., Clark Acquisition, LLC, the guarantors named therein and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 (File No. 001-35263), and incorporated herein by reference).
4.33 Officers’ Certificate, dated February 6, 2014 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on February 7, 2014 (File No. 001-35263), and incorporated herein by reference).
4.34 First Supplemental Indenture, dated February 9, 2015, by and among ARC Properties Operating Partnership, L.P., American Realty Capital Properties, Inc. and U.S. Bank National Association (filed as exhibit 4.1 to VEREIT, Inc.'s Form 8-K, filed on February 13, 2015 (File No. 001-35263), and incorporated herein by reference).
4.35 Officers’ Certificate, dated June 2, 2016 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 3, 2016 (File No. 001-35263), and incorporated herein by reference).
4.36 Officers’ Certificate, dated August 11, 2017 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on August 11, 2017 (File No. 001-35263), and incorporated herein by reference).
4.37 Officers’ Certificate, dated December 4, 2019 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on December 4, 2019 (File No. 001-35263), and incorporated herein by reference).
4.38 Officers’ Certificate, dated June 29, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on June 29, 2020 (File No. 001-35263), and incorporated herein by reference).
4.39 Officers’ Certificate, dated November 17, 2020 (filed as exhibit 4.2 to VEREIT, Inc.'s Form 8-K, filed on November 17, 2020 (File No. 001-35263), and incorporated herein by reference) .
4.41 Second Supplemental Indenture, dated November 1, 2021, by an among Rams MD Subsidiary I, Inc., VEREIT Operating Partnership, L.P., VEREIT, Inc. and U.S. Bank National Association, as trustee (filed as exhibit 4.10 to the Company's Form 8-K, filed on November 1, 2021 (File No. 001-13374), and incorporated herein by reference) .
4.42 Third Supplemental Indenture, dated November 9, 2021, by and among VEREIT Operating Partnership, L.P., Rams MD Subsidiary I, Inc. (f/k/a VEREIT, Inc.) and U.S. Bank National Association, as trustee (filed as exhibit 4.1 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.43 Form of 4.875% Notes due June 1, 2026. (filed as exhibit 4.4 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.44 Form of 3.950% Notes due August 15, 2027. (filed as exhibit 4.5 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.45 Form of 3.400% Notes due January 15, 2028. (filed as exhibit 4.6 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.46 Form of 2.200% Notes due June 15, 2028. (filed as exhibit 4.7 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.47 Form of 3.100% Notes due December 15, 2029. (filed as exhibit 4.8 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
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4.48 Form of 2.850% Notes due December 15, 2032. (filed as exhibit 4.9 to the Company's Form 8-K, filed on November 15, 2021 (File No. 001-13374), and incorporated herein by reference).
4.49 Form of 5.625% Notes due October 13, 2032. (filed as exhibit 4.2 to the Company's Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference).
4.50 Officers’ Certificate dated October 13, 2022 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.625% Notes due 2032” and including the form of debt securities of such series (filed as exhibit 4.3 to the Company’s Form 8-K, filed on October 13, 2022 (File No. 001-13374), and incorporated herein by reference).
4.51 Form of 4.850% Note due 2030 issued on January 13, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 13, 2023 (File No. 001-13374) and incorporated herein by reference) .
4.52 Form of 4.700% Note due 2028 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No. 001-13374) and incorporated herein by reference).
4.53 Form of 4.900% Note due 2033 issued on April 14, 2023 (filed as part of exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No. 001-13374) and incorporated herein by reference).
4.54 Officers’ Certificate dated April 14, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.700% Notes due 2028” and a new series of debt securities entitled “4.900% Notes due 2033” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on April 14, 2023 (File No. 001-13374) and incorporated herein by reference).
4.55 Form of 4.875% Note due 2030 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No. 001-13374) and incorporated herein by reference).
4.56 Form of 5.125% Note due 2034 issued on July 6, 2023 (filed as part of exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No. 001-13374) and incorporated herein by reference).
4.57 Officers’ Certificate dated July 6, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.875% Notes due 2030” and a new series of debt securities entitled “5.125% Notes due 2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on July 6, 2023 (File No. 001-13374) and incorporated herein by reference).
4.58 Form of 5.750% Note due 2031 issued on December 5, 2023 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on December 5, 2023 (File No. 001-13374) and incorporated herein by reference).
4.59 Form of 6.000% Note due 2039 issued on December 5, 2023 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on December 5, 2023 (File No. 001-13374) and incorporated herein by reference).
4.60 Officers’ Certificate dated December 5, 2023 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.750% Notes due 2031” and a new series of debt securities entitled “6.000% Notes due 2039” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on December 5, 2023 (File No. 001-13374) and incorporated herein by reference).
4.61 Form of 4.750% Note due 2029 issued on January 16, 2024 (filed as exhibit 4.2 to the Company’s Form 8-K, filed on January 16, 2024 (File No. 001-13374) and incorporated herein by reference).
4.62 Form of 5.125% Note due 2034 issued on January 16, 2024 (filed as exhibit 4.3 to the Company’s Form 8-K, filed on January 16, 2024 (File No. 001-13374) and incorporated herein by reference).
4.63 Officers’ Certificate dated January 16, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.750% Notes due 2029” and a new series of debt securities entitled “5.125% Notes due 2034” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company’s Form 8-K, filed on January 16, 2024 (File No. 001-13374) and incorporated herein by reference).
4.64 Indenture, dated August 18, 2016, between Spirit Realty, L.P. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to the Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on August 19, 2016 (File No. 001-36004) and incorporated by reference herein).
4.65 First Supplemental Indenture, dated August 18, 2016, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K (File No. 001-36004) previously filed on August 19, 2016 and incorporated by reference herein).
4.66 Second Supplemental Indenture, dated June 27, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on June 27, 2019 (File No. 001-36004) and incorporated by reference herein).
4.67 Third Supplemental Indenture, dated September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on September 16, 2019 (File No. 001-36004) and incorporated by reference herein).
4.68 Fourth Supplemental Indenture, dated September 16, 2019, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on September 16, 2019 (File No. 001-36004) and incorporated by reference herein).
4.69 Fifth Supplemental Indenture, dated August 6, 2020, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on August 6, 2020 (File No. 001-36004) and incorporated by reference herein).
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4.70 Sixth Supplemental Indenture, dated March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.2 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed on March 3, 2021 (File No. 001-36004) and incorporated by reference herein).
4.71 Seventh Supplemental Indenture, dated March 3, 2021, among Spirit Realty, L.P., Spirit Realty Capital, Inc., as guarantor, and U.S. Bank National Association, as trustee, including the form of the notes and the guarantee (filed as Exhibit 4.3 to Spirit Realty Capital, Inc.’s Current Report on Form 8-K, filed March 3, 2021 (File No. 001-36004) and incorporated by reference herein).
4.72 Eighth Supplemental Indenture, dated January 23, 2024, by and among Spirit Realty, L.P., Saints MD Subsidiary, Inc. (f/k/a Spirit Realty Capital, Inc.), as guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (filed as exhibit 4.9 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference) .
4.73 Form of 4.450% Notes due September 15, 2026 issued on January 23, 2024 (filed as exhibit 4.11 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.74 Form of 3.200% Notes due January 15, 2027 issued on January 23, 2024 (filed as exhibit 4.12 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.75 Form of 2.100% Notes due March 15, 2028 issued on January 23, 2024 (filed as exhibit 4.13 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.76 Form of 4.000% Notes due July 15, 2029 issued on January 23, 2024 (filed as exhibit 4.14 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.77 Form of 3.400% Notes due January 15, 2030 issued on January 23, 2024 (filed as exhibit 4.15 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.78 Form of 3.200% Notes due February 15, 2031 issued on January 23, 2024 (filed as exhibit 4.16 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.79 Form of 2.700% Notes due February 15, 2032 issued on January 23, 2024 (filed as exhibit 4.17 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.80 Officers’ Certificate, dated January 23, 2024, pursuant to Sections 201, 301 and 303 of the Indenture, dated October 28, 1998, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.450% Notes due 2026,” a new series of debt securities entitled “3.200% Notes due 2027,” a new series of debt securities entitled “2.100% Notes due 2028,” a new series of debt securities entitled “4.000% Notes due 2029,” a new series of debt securities entitled “3.400% Notes due 2030,” a new series of debt securities entitled “3.200% Notes due 2031” and a new series of debt securities entitled “2.700% Notes due 2032” and including the forms of debt securities of each such series (filed as exhibit 4.18 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
4.81 Form of 5.375% Note due 2054 issued on August 26, 2024 ( filed as exhibit 4.2 and contained in exhibit 4.3 to the Company's Form 8-K, filed on August 26, 2024 (File No. 001-13374) and incorporated herein by reference) .
4.82 Officers’ Certificate dated August 26, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.375% Notes due 2054” and including the form of debt security ( filed as exhibit 4.3 to the Company's Form 8-K, filed on August 26, 2024 (File No. 001-13374) and incorporated herein by reference) .
4.83 Form of 5.000% Note due 2029 issued on September 4, 2024 ( filed as exhibit 4.2 and contained in 4.4 to the Company's Form 8-K, filed on September 4, 2024 (File No. 001-13374) and incorporated herein by reference) .
4.84 Form of 5.250% Note due 2041 issued on September 4, 2024 ( filed as exhibit 4.3 and contained in exhibit 4.4 to the Company's Form 8-K, filed on September 4, 2024 (File No. 001-13374) and incorporated herein by reference) .
4.85 Officers’ Certificate dated September 4, 2024 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.000% Notes due 2029” and a new series of debt securities entitled “5.250% Notes due 2041” and including the forms of debt securities of each such series ( filed as exhibit 4.4 to the Company's Form 8-K, filed on September 4, 2024 (File No. 001-13374) and incorporated herein by reference) .
4.86 Form of 5.125% Note due 2035 issued on April 10, 2025 (filed as exhibit 4.2 and contained in exhibit 4.3 to the Company's Form 8-K, filed on April 10, 2025 (File No. 001-13374) and incorporated herein by reference).
4.87 Officers’ Certificate dated April 10, 2025 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “5.125% Notes due 2035” and including the form of debt security (filed as exhibit 4.3 to the Company's Form 8-K, filed on April 10, 2025 (File No. 001-13374) and incorporated herein by reference).
4.88 Form of 3.375% Note due 2031 issued on June 20, 2025 (filed as exhibit 4.2 and contained in exhibit 4.4 to the Company's Form 8-K, filed on June 20, 2025 (File No. 001-13374) and incorporated herein by reference).
4.89 Form of 3.875% Note due 2035 issued on June 20, 2025 (filed as exhibit 4.3 and contained in exhibit 4.4 to the Company's Form 8-K, filed on June 20, 2025 (File No. 001-13374) and incorporated herein by reference).
4.90 Officers’ Certificate dated June 20, 2025 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “3.375% Notes due 2031” and a new series of debt securities entitled “3.875% Notes due 2035”and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on June 20, 2025 (File No. 001-13374) and incorporated herein by reference).
4.91 Form of 3.950% Note due 2029 issued on October 6, 2025 (filed as exhibit 4.2 and contained in exhibit 4.4 to the Company's Form 8-K, filed on October 6, 2025 (File No. 001-13374) and incorporated herein by reference).
4.92 Form of 4.500% Note due 2033 issued on October 6, 2025 (filed as exhibit 4.3 and contained in exhibit 4.4 to the Company's Form 8-K, filed on October 6, 2025 (File No. 001-13374) and incorporated herein by reference).
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4.93 Officers’ Certificate dated October 6, 2025 pursuant to Sections 201, 301 and 303 of the Indenture dated October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “3.950% Notes due 2029” and a new series of debt securities entitled “4.500% Notes due 2033” and including the forms of debt securities of each such series (filed as exhibit 4.4 to the Company's Form 8-K, filed on October 6, 2025 (File No. 001-13374) and incorporated herein by reference).
4.94 Form of 3.500% Convertible Senior Note due 2029 issued on January 18, 2026 (filed as exhibit 4.2 and contained in exhibit 4.4 to the Company's Form 8-K, filed on January 8, 2026(File No. 001-13374) and incorporated herein by reference).
4.95 Indenture, dated as of January 8, 2026, between Realty Income Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee. (filed as Exhibit 4.1 to the Company's Form 8-K, filed on January 8, 2026 (File No. 001-13374) and incorporated by reference herein).
4.96* Description of Securities.
Material Contracts
10.1+ Dividend Reinvestment and Stock Purchase Plan (filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, on February 16, 2024, as a prospectus supplement to the Company's prospectus dated February 16, 2024 (File No. 333-277150) and incorporated herein by reference).
10.2+ Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.1 to the Company's Form 8-K, filed on January 18, 2019 (File No. 001-13374) and incorporated herein by reference).
10.3+ Form of Participation Agreement to Realty Income Executive Severance Plan dated January 15, 2019 (filed as exhibit 10.2 to the Company's Form 8-K, filed on January 18, 2019 (File No. 001-13374) and incorporated herein by reference).
10.4+ Realty Income Corporation Retirement Policy, effective as of November 7, 2022 (filed as exhibit 10.29 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).
10.5+ Realty Income Corporation Deferred Compensation Plan, effective as of December 1, 2024 (filed as exhibit 10.1 to the Company's Form 8-K, filed on November 26, 2024 (File No. 001-13374) and incorporated herein by reference).
10.6+ Realty Income Corporation 2021 Incentive Award Plan (filed as Appendix B to the Company's Proxy Statement on Schedule 14A filed on April 01, 2021 (File No. 001-13374) and incorporated herein by reference).
10.7+ First Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.1 to the Company's Form 8-K, filed on November 1, 2021 (File No. 001-13374) and incorporated herein by reference).
10.8+ Second Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.8 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.9+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-8 filed on May 18, 2021 (File No. 333-256254) and incorporated herein by reference).
10.10+ Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.21 to the Company’s Form 10-K for the year ended December 31, 2021, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.11+ Form of Restricted Stock Unit Agreement for Senior Vice Presidents and Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.22 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference) .
10.12+ Form of November 15, 2021 Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.23 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.13+ Form of Performance Share Award Agreement under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.24 to the Company’s Form 10-K for the year ended December 31, 2022, filed on February 23, 2022 (File No. 001-13374) and incorporated herein by reference).
10.14+ Form of Restricted Stock Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.25 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).
10.15+ Form of Performance Share Award Agreement for Executive Officers under the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.27 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).
10.16+ Form of Deferred Restricted Stock Unit Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.16 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.17+ Form of Deferred Restricted Stock Unit Agreement for Executive Vice Presidents under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.17 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.18+ Form of Restricted Stock Agreement for Non-Employee Directors under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.18 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.19+ Form of Restricted Stock Agreement for Executives under the Realty Income Corporation 2021 Incentive Award Plan (filed as Exhibit 10.19 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
10.20 Consent Letter, dated July 20, 2021, among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as Exhibit 10.1 to the Company's Form 8-K filed on July 22, 2021 (File No. 001-13374) and incorporated herein by reference).
10.21 Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among the Company, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
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10.22 Amendment and Restatement to Term Loan Agreement, dated January 22, 2024, by and among the Company, as Borrower, the lender parties thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit 10.2 to the Company’s Form 8-K, filed on January 24, 2024 (File No. 001-13374) and incorporated herein by reference).
10.23+ Third Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as Appendix B to the Company's Proxy Statement on Schedule 14A filed on March 26, 2025 (File No. 001-13374) and incorporated herein by reference).
10.24 Fourth Amended and Restated Credit Agreement, dated April 29, 2025, by and among the Company, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.1 to the Company's Form 8-K, filed on April 29, 2025 (File No. 001-13374) and incorporated herein by reference).
10.25 Credit Agreement, dated April 29, 2025, by and among the Fund Borrower, as Borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as exhibit 10.2 to the Company's Form 8-K, filed on April 29, 2025 (File No. 001-13374) and incorporated herein by reference).
10.26 First Amendment to Amended and Restated Term Loan Agreement, dated June 23, 2025, by and among the Company, as Borrower, the lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent (filed as exhibit 10.1 to the Company’s Form 8-K, filed on June 23, 2025 (File No. 001-13374) and incorporated herein by reference).
10.27+ Amendment to the Realty Income Corporation 2021 Incentive Award Plan (filed as exhibit 10.1 to the Company’s Form 8-K, filed on May 15, 2025 (File No. 001-13374) and incorporated herein by reference).
10.28 Amended and Restated Term Loan Agreement, dated November 18, 2025, by and among the Company, as Borrower, the lenders party thereto, Toronto Dominion (Texas) LLC, as Administrative Agent, and the other parties named therein (filed as exhibit 10.1 to the Company’s Form 8-K, filed on November 18, 2025 (File No. 001-13374) and incorporated herein by reference).
10.29+ Amended and Restated Form Indemnification Agreement, between the Company and each executive officer and each director of the Board of Directors of the Company (filed as exhibit 10.1 to the Company’s Form 8-K, filed on October 30, 2014 (File No. 001-13374) and incorporated herein by reference).
Policy Relating to Recovery of Erroneously Awarded Compensation
97.1+ Realty Income Corporation Policy for Recovery of Erroneously Awarded Compensation, dated October 2, 2023 (filed as exhibit 97.1 to the Company's Form 10-K, filed on February 22, 2023 (File No. 001-13374) and incorporated herein by reference).
Insider Trading Policy
19.1 Insider Trading Compliance Policy (filed as Exhibit 19.1 to the Company's Form 10-K, filed on February 25, 2025 (File No. 00113374) and incorporated herein by reference).
Subsidiaries of the Registrant
21.1* Subsidiaries of the Company.
Consents of Experts and Counsel
23.1* Consent of Independent Registered Public Accounting Firm.
Certifications
31.1* Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32** Section 1350 Certifications as furnished by the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Interactive Data Files
101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith.
**Furnished herewith.
+ Indicates a management contract or compensatory plan or arrangement
Item 16: Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
REALTY INCOME CORPORATION
By: /s/SUMIT ROY Date: February 24, 2026
Sumit Roy
President, Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/MICHAEL D. MCKEE Date: February 24, 2026
Michael D. McKee
Non-Executive Chairman of the Board of Directors
By: /s/PRISCILLA ALMODOVAR Date: February 24, 2026
Priscilla Almodovar
Director
By: /s/A. LARRY CHAPMAN Date: February 24, 2026
A. Larry Chapman
Director
By: /s/REGINALD H. GILYARD Date: February 24, 2026
Reginald H. Gilyard
Director
By: /s/MARY HOGAN PREUSSE Date: February 24, 2026
Mary Hogan Preusse
Director
By: /s/KIM HOURIHAN Date: February 24, 2026
Kim Hourihan
Director
By: /s/PRIYA CHERIAN HUSKINS Date: February 24, 2026
Priya Cherian Huskins
Director
By: /s/JEFF A. JACOBSON Date: February 24, 2026
Jeff A. Jacobson
Director
By: /s/GERARDO I. LOPEZ Date: February 24, 2026
Gerardo I. Lopez
Director
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By: /s/GREGORY T. MCLAUGHLIN Date: February 24, 2026
Gregory T. McLaughlin
Director
By: /s/SUMIT ROY Date: February 24, 2026
Sumit Roy
Director, President, Chief Executive Officer
(Principal Executive Officer)
By: /s/JONATHAN PONG Date: February 24, 2026
Jonathan Pong
Executive Vice President, Chief Financial Officer and Treasurer
(Principal Financial Officer)
By: /s/ NEALE REDINGTON Date: February 24, 2026
Neale Redington
Senior Vice President, Chief Accounting Officer
(Principal Accounting Officer)
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REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION
As of December 31, 2025
(dollars in thousands)
Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description Number of Properties (Note 1) Encumbrances (Note 2) Land Buildings, Improvements and Acquisition Fees Improvements Carrying Costs Land Buildings, Improvements and Acquisition Fees Total Accumulated Depreciation (Note 5) Date of Construction Date Acquired
U.S.
Advertising 5 $ — $ 19,379 $ 71,676 $ 64 $ — $ 19,379 $ 71,740 $ 91,119 $ 9,797 1990 - 2009 3/26/2021 - 11/1/2021
Aerospace 9 — 10,043 232,817 6,555 — 10,043 239,372 249,415 64,180 1951 - 2024 6/20/2011 - 12/30/2025
Apparel 104 — 220,858 730,524 16,584 199 220,858 747,307 968,165 144,540 1962 - 2022 10/30/1987 - 2/12/2025
Automotive Collision Service 294 — 229,450 625,505 6,841 10 229,450 632,356 861,806 108,821 1920 - 2025 8/30/2002 - 12/18/2025
Automotive Parts 475 — 202,095 585,757 8,614 827 202,095 595,198 797,293 155,171 1965 - 2022 8/6/1987 - 11/20/2025
Automotive Service 982 — 719,535 1,603,937 2,956 140 719,535 1,607,033 2,326,568 259,893 1920 - 2025 10/2/1985 - 1/14/2025
Automotive Tire Services 256 — 214,547 489,533 1,801 55 214,547 491,389 705,936 174,283 1947 - 2024 11/27/1985 - 1/23/2024
Beverage 19 — 184,575 188,413 1,113 — 184,575 189,526 374,101 76,429 1950 - 2020 6/25/2010 - 6/25/2025
Child Care 362 — 196,576 450,587 8,694 640 196,576 459,921 656,497 152,830 1949 - 2025 12/22/1981 - 12/30/2025
Consumer Appliances 1 — 4,275 29,317 88 — 4,275 29,405 33,680 1,636 2020 - 2020 1/23/2024 - 1/23/2024
Consumer Electronics 35 — 68,588 186,854 3,480 51 68,588 190,385 258,973 34,564 1984 - 2023 6/9/1997 - 12/5/2025
Consumer Goods 6 — 29,219 145,827 6,803 — 29,219 152,630 181,849 43,516 2004 - 2011 1/22/2013 - 1/23/2024
Convenience Stores 2,504 — 2,204,659 3,577,055 ( 551 ) 145 2,204,659 3,576,649 5,781,308 832,841 1922 - 2025 3/3/1995 - 12/30/2025
Crafts and Novelties 62 — 129,788 452,206 7,811 440 129,788 460,457 590,245 80,615 1973 - 2024 11/26/1996 - 11/7/2025
Diversified Industrial 60 — 125,614 598,613 18,012 — 125,614 616,625 742,239 76,846 1940 - 2022 9/19/2012 - 9/30/2024
Dollar Stores 3,124 — 970,577 2,840,196 ( 7,673 ) 9 970,577 2,832,532 3,803,109 740,402 1921 - 2025 2/3/1998 - 12/30/2025
Drug Stores 591 — 766,129 2,063,771 3,428 100 766,129 2,067,299 2,833,428 621,264 1958 - 2015 2/9/2005 - 9/30/2024
Education 18 — 28,586 67,565 1,392 62 28,586 69,019 97,605 21,372 1957 - 2024 12/19/1984 - 11/22/2022
Energy 51 — 45,102 172,020 1,235 — 45,102 173,255 218,357 13,211 1962 - 2023 11/1/2021 - 1/23/2024
Entertainment 80 — 225,997 640,551 59,932 — 225,997 700,483 926,480 64,689 1959 - 2024 3/31/1999 - 1/23/2024
Equipment Services 47 — 40,924 132,476 3,402 — 40,924 135,878 176,802 26,679 1965 - 2022 7/3/2003 - 1/23/2024
Financial Services 331 — 161,596 422,256 543 97 161,596 422,896 584,492 127,779 1807 - 2015 3/10/1987 - 1/23/2024
Food Processing 30 — 83,396 471,851 2,512 — 83,396 474,363 557,759 47,479 1958 - 2024 12/20/2012 - 1/6/2025
General Merchandise 328 — 487,613 1,411,105 9,883 463 487,613 1,421,451 1,909,064 270,612 1954 - 2025 12/23/1998 - 12/30/2025
Gaming 1 — 419,464 1,277,403 — — 419,464 1,277,403 1,696,867 112,533 2019 - 2019 12/1/2022 - 12/1/2022
Grocery 273 — 573,793 1,541,198 7,776 325 573,793 1,549,299 2,123,092 378,204 1947 - 2024 9/30/2003 - 9/17/2025
Health and Beauty 8 — 6,696 58,808 198 — 6,696 59,006 65,702 11,446 1999 - 2017 2/23/1999 - 3/22/2023
Health and Fitness 183 — 476,934 2,103,783 17,424 172 476,934 2,121,379 2,598,313 497,409 1943 - 2025 5/31/1995 - 9/29/2025
Health Care 527 32,007 362,428 1,247,197 17,217 198 362,428 1,264,612 1,627,040 211,048 1922 - 2023 12/18/1984 - 12/29/2025
Home Furnishings 206 — 243,888 562,338 9,313 119 243,888 571,770 815,658 93,896 1947 - 2024 1/24/1984 - 1/23/2024
Home Improvement 290 5,887 734,225 1,398,788 83,934 35 734,225 1,482,757 2,216,982 267,792 1863 - 2025 12/22/1986 - 12/17/2025
Insurance 1 — 754 2,840 — — 754 2,840 3,594 364 2006 - 2006 10/17/2022 - 10/17/2022
Jewelry 5 — 5,367 58,688 — — 5,367 58,688 64,055 12,158 1997 - 2008 1/22/2013 - 11/1/2021
Machinery 4 — 6,577 69,225 1,991 — 6,577 71,216 77,793 13,105 1969 - 2021 7/31/2012 - 3/22/2023
Motor Vehicle Dealerships 91 — 317,912 574,325 1,976 — 317,912 576,301 894,213 136,618 1962 - 2023 11/29/2003 - 12/30/2025
Office Supplies 17 — 19,706 48,882 1,095 339 19,706 50,316 70,022 9,716 1978 - 2014 5/30/1997 - 1/23/2024
Oil & Gas 1 — 754 436 — — 754 436 1,190 34 1993 - 1993 1/23/2024 - 1/23/2024
Other Manufacturing 45 — 69,439 431,192 3,442 240 69,439 434,874 504,313 46,547 1949 - 2024 1/22/2013 - 10/17/2025
Packaging 36 — 74,715 422,977 4,505 — 74,715 427,482 502,197 75,250 1956 - 2016 6/3/2011 - 9/29/2025
Paper 2 — 2,462 11,935 45 — 2,462 11,980 14,442 5,964 2002 - 2006 5/2/2011 - 12/21/2012
F-1
Table of Contents
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2025
(dollars in thousands)
Initial Cost to Company Cost Capitalized Subsequent to Acquisition Gross Amount at Which Carried at Close of Period (Notes 3, 4 and 6)
Description Number of Properties (Note 1) Encumbrances (Note 2) Land Buildings, Improvements and Acquisition Fees Improvements Carrying Costs Land Buildings, Improvements and Acquisition Fees Total Accumulated Depreciation (Note 5) Date of Construction Date Acquired
Pet Supplies and Services 145 $ — $ 147,021 $ 439,900 $ 14,517 $ 239 $ 147,021 $ 454,656 $ 601,677 $ 88,508 1945 - 2023 12/22/1981 - 12/9/2024
Restaurants-Casual 871 — 707,310 1,524,232 5,576 1,318 707,310 1,531,126 2,238,436 360,164 1927 - 2025 8/1/1984 - 12/30/2025
Restaurants-Quick Service 2,042 — 1,019,821 2,060,268 2,855 174 1,019,821 2,063,297 3,083,118 473,399 1926 - 2025 12/9/1976 - 12/30/2025
Shoe Stores 7 — 7,546 44,688 349 215 7,546 45,252 52,798 17,057 1990 - 2025 3/26/1998 - 8/4/2025
Sporting Goods 70 — 172,542 437,490 7,431 178 172,542 445,099 617,641 94,012 1950 - 2020 10/17/2001 - 1/23/2024
Telecommunications 6 — 4,688 12,630 611 11 4,688 13,252 17,940 3,785 1990 - 2016 6/26/1998 - 1/23/2024
Theaters 97 — 262,870 763,413 11,765 — 262,870 775,178 1,038,048 336,842 1930 - 2018 7/27/2000 - 10/29/2025
Transportation Services 92 — 232,078 1,196,337 25,693 402 232,078 1,222,432 1,454,510 333,072 1967 - 2020 4/1/2003 - 12/31/2025
Warehousing and Storage 2 — 1,442 15,178 — — 1,442 15,178 16,620 4,257 1979 - 2007 1/22/2013 - 11/1/2021
Wholesale Club 69 — 353,564 899,101 51 — 353,564 899,152 1,252,716 248,674 1985 - 2021 9/30/2011 - 1/27/2025
Other U.S. 33 — 65,880 177,863 9,811 — 65,880 187,674 253,554 20,302 1964 - 2021 8/18/1986 - 11/19/2024
Europe
Apparel 10 — 102,735 260,703 1,519 — 102,735 262,222 364,957 19,647 1850 - 2008 4/19/2021 - 11/21/2025
Automotive Parts 2 — 4,142 8,173 65 — 4,142 8,238 12,380 875 1980 - 1996 6/17/2022 - 9/28/2023
Automotive Tire Services 3 — 1,803 5,500 — — 1,803 5,500 7,303 1,054 1974 - 1994 3/9/2021 - 3/9/2021
Consumer Electronics 7 — 82,298 125,557 1,683 — 82,298 127,240 209,538 6,090 1972 - 2006 3/4/2022 - 12/9/2025
Convenience Stores 3 — 13,537 6,947 — — 13,537 6,947 20,484 1,064 1982 - 2021 12/21/2021 - 9/20/2023
Diversified Industrial 5 — 31,168 61,076 992 — 31,168 62,068 93,236 6,010 1980 - 2020 7/22/2021 - 3/30/2023
Drug Stores 1 — — — — — — — — — 1990 - 1990 1/31/2023 - 1/31/2023
Energy 1 — 10,101 11,279 — — 10,101 11,279 21,380 1,278 2020 - 2020 1/13/2022 - 1/13/2022
Entertainment 1 — 24,051 37,911 384 — 24,051 38,295 62,346 6,015 1993 - 1993 1/13/2022 - 1/13/2022
Financial Services 1 — 137,225 24,836 4,372 — 137,225 29,208 166,433 853 1934 - 1934 11/12/2024 - 11/12/2024
Food Processing 7 — 35,372 95,970 4,952 — 35,372 100,922 136,294 10,832 1950 - 2021 11/30/2021 - 2/23/2023
General Merchandise 31 — 281,544 384,949 12,017 — 281,544 396,966 678,510 36,291 1980 - 2021 8/25/2021 - 9/26/2025
Grocery 249 — 2,034,832 3,346,349 12,108 — 2,034,832 3,358,457 5,393,289 419,186 1800 - 2025 5/23/2019 - 12/22/2025
Health and Fitness 3 — 44,940 57,013 1,626 — 44,940 58,639 103,579 5,040 1997 - 2020 3/24/2022 - 3/28/2025
Health Care 6 — 28,694 55,306 30 — 28,694 55,336 84,030 7,586 1969 - 2006 3/23/2020 - 9/7/2022
Home Furnishings 21 — 187,000 334,556 6,156 — 187,000 340,712 527,712 31,996 1980 - 2019 4/9/2021 - 3/25/2025
Home Improvement 107 — 945,448 1,361,460 5,469 — 945,448 1,366,929 2,312,377 148,804 1890 - 2024 7/31/2020 - 12/10/2025
Machinery 1 — 16,460 19,227 — — 16,460 19,227 35,687 272 1991 - 1991 7/3/2025 - 7/3/2025
Motor Vehicle Dealerships 3 — 17,299 29,733 — — 17,299 29,733 47,032 4,363 1990 - 2005 2/11/2022 - 9/27/2022
Other Manufacturing 5 — 62,956 296,505 5 — 62,956 296,510 359,466 7,169 1912 - 2024 4/6/2022 - 4/24/2025
Restaurants-Quick Service 30 — 20,135 46,837 105 — 20,135 46,942 67,077 2,748 1990 - 2023 3/17/2021 - 12/16/2024
Sporting Goods 89 — 262,730 513,309 6,352 — 262,730 519,661 782,391 49,384 1950 - 2021 8/5/2022 - 3/25/2025
Theaters 2 — 20,354 43,246 547 — 20,354 43,793 64,147 1,893 1990 - 2011 12/18/2019 - 11/27/2024
Transportation Services 9 — 151,957 440,927 35,170 — 151,957 476,097 628,054 5,251 1970 - 2025 1/6/2022 - 12/12/2025
Warehousing and Storage 2 — 67,311 92,410 484 — 67,311 92,894 160,205 7,905 2002 - 2025 3/11/2021 - 4/27/2023
Wholesale Club 8 — 60,252 108,900 — — 60,252 108,900 169,152 13,529 1966 - 2002 10/28/2022 - 2/9/2024
Other Europe 7 — 127,376 — 38,826 — 127,376 38,826 166,202 — — - — 9/29/2023 - 11/4/2025
15,512 $ 37,894 $ 18,430,717 $ 43,340,206 $ 523,956 $ 7,203 $ 18,430,717 $ 43,871,365 $ 62,302,082 $ 8,796,740
F-2
Table of Contents
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2025
(dollars in thousands)
Note 1. Realty Income Corporation owns or holds interests in 14,717 single-tenant properties in the U.S., our corporate headquarters property in San Diego, California, 230 single-tenant properties in the U.K., and 218 single-tenant properties elsewhere in Europe. Crest Net Lease, Inc. owns two single-tenant properties in the U.S.
Realty Income Corporation also owns or holds interests in 174 multi-tenant properties in the U.S., 140 multi-tenant properties in the U.K., and 30 multi-tenant properties elsewhere in Europe.
Note 2. Includes mortgages payable secured by 14 properties and excludes unamortized net discounts and deferred financing costs of $ 0.1 million.
Note 3. The aggregate cost for federal income tax purposes for Realty Income Corporation is $ 71.0 billion and for Crest Net Lease, Inc. is $ 11.6 million.
Note 4. The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands): 2025 2024 2023
Balance at beginning of period $ 58,401,234 $ 49,642,486 $ 42,689,699
Additions during period:
Acquisitions and development 4,540,633 3,200,339 7,239,885
Merger additions (1)
— 6,838,500 —
Less amounts allocated to acquired lease intangible assets and liabilities ( 409,478 ) ( 253,904 ) ( 484,096 )
Improvements 130,102 122,887 54,904
Other (leasing costs and building adjustments) (2)
— 46,484 49,504
Total additions 4,261,257 9,954,306 6,860,197
Deductions during period:
Cost of real estate sold 697,937 658,645 125,166
Cost of equipment sold 1,391 24 11
Releasing costs — — —
Other (3)
509,582 275,324 111,851
Total deductions 1,208,910 933,993 237,028
Foreign currency translation 848,501 ( 261,565 ) 329,618
Balance at end of period $ 62,302,082 $ 58,401,234 $ 49,642,486
(1) Represents acquired assets from the Merger. For further information, s ee note 2, Merger with Spirit Realty Capital, Inc., to our consolidated financial statements.
(2) The year ended December 31, 2024 includes contributions of $ 46.5 million RI LP Op Units. The year ended December 31, 2023 includes contributions to joint ventures of $ 38.4 million and reclassification of $ 11.3 million right of use assets under finance leases.
(3) The year ended December 31, 2025 includes $ 6.7 million for building razed and $ 502.9 million of impairment (inclusive of $ 68.9 million included in accumulated depreciation activity below). The year ended December 31, 2024 includes $ 7.7 million for building razed and $ 267.6 million of impairment. The year ended December 31, 2023 includes $ 14.0 million for building razed and $ 97.5 million of impairment.
F-3
Table of Contents
REALTY INCOME CORPORATION AND SUBSIDIARIES
SCHEDULE III REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)
As of December 31, 2025
(dollars in thousands)
Note 5. The following is a reconciliation of accumulated depreciation for the years ended (in thousands): 2025 2024 2023
Balance at Beginning of Period $ 7,396,924 $ 6,096,736 $ 4,908,658
Additions During Period - Provision for Depreciation 1,623,713 1,508,492 1,233,709
Deductions During Period:
Accumulated depreciation of real estate and equipment sold or disposed of 265,879 197,932 57,609
Foreign Currency Translation 41,982 ( 10,372 ) 11,978
Balance at Close of Period $ 8,796,740 $ 7,396,924 $ 6,096,736
Please see note 1, Summary of Significant Accounting Policies , to our consolidated financial statements for information regarding lives used for depreciation and amortization.
Note 6. In 2025, provisions for impairment were recorded on 395 Realty Income properties.
In 2024, provisions for impairment were recorded on 237 Realty Income properties.
In 2023, provisions for impairment were recorded on 112 Realty Income properties.
See report of independent registered public accounting firm.
F-4