What changed in this filing

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Item 1. Financial Statements

2026-05-07 compared with 2025-11-04 · 374 added, 443 removed, 743 unchanged (52% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts) (unaudited)

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Real estate held for investment, at cost:

24 unchanged sentences

Stockholders’ equity:

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000 shares authorized, 919,893 and 891,511 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common stock and paid in capital, par value $ 0.01 per share, 1,300,000 shares authorized, 932,474 and 933,975 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

$ 49,984,064 $ 49,861,660

9 unchanged sentences

(in thousands, except per share amounts) (unaudited)

Three months ended September 30,

Nine months ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Rental (including reimbursements) $ 1,440,817 $ 1,313,057

Interest income on financing receivables 32,130 32,635

Interest and dividend income on loans and preferred equity investments 70,110 34,736

Other 5,670 77

8 unchanged sentences

Gain on sales of real estate 35,642 22,537

Foreign currency and derivative (loss) gain, net ( 2,818 ) ( 1,672 ) ( 9,751 ) 2,885

Foreign currency and derivative loss, net ( 17,020 ) ( 2,545 )

Equity in earnings of unconsolidated entities 2,669 4,357

4 unchanged sentences

Net income attributable to noncontrolling interests ( 9,169 ) ( 1,647 )

Net income attributable to the Company 315,771 269,485 762,505 661,160

Preferred stock dividends — ( 2,588 ) — ( 7,763 )

Excess of redemption value over carrying value of preferred shares redeemed — ( 5,116 ) — ( 5,116 )

Net income available to common stockholders $ 311,766 $ 249,815

5 unchanged sentences

Net income available to common stockholders $ 311,766 $ 249,815

Other comprehensive (loss) income:

Other comprehensive income:

Foreign currency translation adjustment ( 16,117 ) 45,215

Unrealized gain (loss) on derivatives, net 48,332 ( 10,625 )

Total other comprehensive (loss) income $ ( 3,457 ) $ 28,141 $ 54,094 $ 29,569

Total other comprehensive income $ 32,215 $ 34,590

Comprehensive income available to common stockholders $ 343,981 $ 284,405

3 unchanged sentences

(in thousands) (unaudited)

Three months ended September 30, 2025 and 2024

stock Preferred

capital Shares of

Three months ended March 31, 2026 and 2025

capital Distributions

4 unchanged sentences

interests Total

Balance, June 30, 2025

— $ — 914,285 $ 48,708,721 $ ( 9,651,395 ) $ 95,780 $ 39,153,106 $ 210,229 $ 39,363,335

Net income — — — — 315,771 — 315,771 1,903 317,674

Other comprehensive loss — — — — — ( 3,457 ) ( 3,457 ) — ( 3,457 )

Distributions paid and payable — — — — ( 740,125 ) — ( 740,125 ) ( 3,020 ) ( 743,145 )

Share issuances, net of costs — — 5,608 317,783 — — 317,783 — 317,783

Contributions by noncontrolling interests — — — — — — — 512 512

Share-based compensation, net — — — 7,519 — — 7,519 — 7,519

Balance, September 30, 2025

— $ — 919,893 $ 49,034,023 $ ( 10,075,749 ) $ 92,323 $ 39,050,597 $ 209,624 $ 39,260,221

Balance, June 30, 2024

Balance, December 31, 2025

933,975 $ 49,861,660 $ ( 10,527,984 ) $ 105,019 $ 39,438,695 $ 685,273 $ 40,123,968

3 unchanged sentences

Share issuances, net of costs 50 3,201 — — 3,201 — 3,201

Contributions by noncontrolling interests — — — — — — — 489 489

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

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

Share repurchases ( 1,761 ) ( 101,909 ) — — ( 101,909 ) — ( 101,909 )

Contributions by noncontrolling interests, net of costs — ( 20,573 ) — — ( 20,573 ) 1,647,374 1,626,801

Reallocation of equity — 242,680 — — 242,680 ( 242,680 ) —

Share-based compensation, net 210 ( 995 ) — — ( 995 ) — ( 995 )

Balance, September 30, 2024

Balance, March 31, 2026

932,474 $ 49,984,064 $ ( 10,973,813 ) $ 137,234 $ 39,147,485 $ 2,088,184 $ 41,235,669

Nine months ended September 30, 2025 and 2024

stock Preferred

capital Shares of

capital Distributions

net income Accumulated

comprehensive income Total

stockholders’

equity Non-controlling

interests Total

Balance, December 31, 2024

Net income — — — — 762,505 — 762,505 5,642 768,147

Other comprehensive income — — — — — 54,094 54,094 — 54,094

Distributions paid and payable — — — — ( 2,189,695 ) — ( 2,189,695 ) ( 9,007 ) ( 2,198,702 )

Share issuances, net of costs — — 28,096 1,570,720 — — 1,570,720 — 1,570,720

Contributions by noncontrolling interests — — — — — — — 2,041 2,041

Share-based compensation, net — — 286 12,235 — — 12,235 — 12,235

Balance, September 30, 2025

891,511 $ 47,451,068 $ ( 8,648,559 ) $ 38,229 $ 38,840,738 $ 210,948 $ 39,051,686

Balance December 31, 2023 — $ — 752,460 $ 39,629,709 $ ( 6,762,136 ) $ 73,894 $ 32,941,467 $ 165,502 $ 33,106,969

Net income — — 249,815 — 249,815 1,647 251,462

2 unchanged sentences

Share issuances, net of costs 11,288 627,900 — — 627,900 — 627,900

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

Contributions by noncontrolling interests — — — — — — — 1,770 1,770

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

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

Contributions by noncontrolling interests, net of costs — — — — — 1,342 1,342

Share-based compensation, net 263 ( 3,441 ) — — ( 3,441 ) — ( 3,441 )

Balance, September 30, 2024

Balance, March 31, 2025

903,062 $ 48,075,527 $ ( 9,117,085 ) $ 72,819 $ 39,031,261 $ 210,926 $ 39,242,187

3 unchanged sentences

(in thousands) (unaudited)

Nine months ended September 30,

Three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Non-cash revenue adjustments ( 25,630 ) ( 28,486 )

Amortization of net discounts (premiums) on mortgages payable 211 ( 18 )

Amortization of net discounts (premiums) on notes payable 2,783 ( 3,883 )

Amortization of net discounts on mortgages payable 74 65

Amortization of net discounts on notes payable 6,246 652

Amortization of deferred financing costs 8,823 5,920

Foreign currency and unrealized derivative gain, net ( 21,192 ) ( 273 )

Non-cash interest expense 1,968 9,179

Non-cash interest rate swaps ( 474 ) 1,829

Gain on sales of real estate ( 35,642 ) ( 22,537 )

2 unchanged sentences

Provisions for impairment 129,268 116,589

Deferred income taxes 4,138 —

Deferred income tax expense (benefit) 1,437 ( 104 )

Change in assets and liabilities

6 unchanged sentences

Investment in unconsolidated entities ( 67,016 ) ( 5,283 )

Investment in loans ( 807,433 ) ( 377,490 )

Investment in loans and preferred equity ( 1,031,414 ) ( 200,872 )

Proceeds from sales of real estate 187,979 92,573

2 unchanged sentences

Non-refundable escrow deposits ( 2,185 ) ( 100 )

Net cash acquired in merger — 93,683

Net cash used in investing activities ( 2,578,864 ) ( 1,313,631 )

1 unchanged sentence

Cash distributions to common stockholders ( 758,032 ) ( 711,824 )

Cash distributions to preferred stockholders — ( 7,763 )

Borrowings on revolving credit facilities and commercial paper programs 19,796,468 5,594,638

Payments on revolving credit facilities and commercial paper programs ( 19,483,654 ) ( 5,084,178 )

Principal payment on term loans ( 800,000 ) ( 250,000 )

Proceeds from term loan 693,900 —

Proceeds from notes payable issued 862,500 —

1 unchanged sentence

Principal payments on mortgages payable ( 430 ) ( 39,520 )

Repurchases of common stock ( 101,909 ) —

Proceeds from common stock offerings, net ( 218 ) 624,795

Proceeds from dividend reinvestment and stock purchase plan 3,141 3,105

Redemption of preferred stock — ( 172,510 )

Distributions to noncontrolling interests ( 10,951 ) ( 2,999 )

Contributions from noncontrolling interests, net of costs 1,570,160 —

Debt issuance costs ( 22,241 ) —

Other items, including shares withheld upon vesting ( 9,672 ) ( 8,591 )

Net cash provided by (used in) financing activities 689,287 ( 885,810 )

Other financing activities, net ( 12,154 ) ( 9,459 )

Net cash provided by financing activities 1,711,580 374,558

Effect of exchange rate changes on cash and cash equivalents ( 3,931 ) 6,737

Net (decrease) increase in cash, cash equivalents and restricted cash ( 52,367 ) 155,702

Net increase (decrease) in cash, cash equivalents and restricted cash 3,287 ( 144,820 )

Cash, cash equivalents and restricted cash, beginning of period 520,756 495,505

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026 (unaudited)

Summary of Significant Accounting Policies

Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P 500 company founded in 1969.

Our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”.

As of September 30, 2025, we owned or held interests in a diversified portfolio of 15,542 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and seven other countries in Europe, with approximately 349.2 million square feet of leasable space.

Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P 500 company and real estate partner to the world's leading companies ® .

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 March 31, 2026, we owned or held interests in a diversified portfolio of 15,571 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe.

Basis of Presentation .

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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 (loss) gain, net' in our consolidated statements of income and comprehensive income.

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

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

In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary to present a fair statement of results for the interim periods presented have been included.

Operating results for the three and nine months ended September 30, 2025 are not necessarily an indication of the results that may be expected for the entire year.

Operating results for the three months ended March 31, 2026 are not necessarily an indication of the results that may be expected for the entire year.

Readers of this quarterly report should refer to our audited consolidated financial statements for the year ended December 31, 2025, which are included in our 2025 annual report on Form 10-K , as certain disclosures that would substantially duplicate those contained in the audited financial statements have not been included in this report.

9 unchanged sentences

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

As of September 30, 2025, we are considered the primary beneficiary of Realty Income, L.P.

As of March 31, 2026, we are considered the primary beneficiary of our U.S.

Core Plus Fund (the "Fund"), our strategic partnership in joint venture with Apollo Global Management, Inc.

("Apollo"), Realty Income, L.P.

and certain investments, including investments in joint ventures.

Below is a summary of selected financial data of such consolidated VIEs, included on our consolidated balance sheets as of September 30, 2025 and December 31, 2024 (in thousands):

September 30, 2025 December 31, 2024

Below is a summary of selected financial data of such consolidated VIEs, included on our consolidated balance sheets as of March 31, 2026 and December 31, 2025 (in thousands):

March 31, 2026 December 31, 2025

Net real estate

5 unchanged sentences

Noncontrolling interests are reflected on our consolidated balance sheets as a component of equity.

Noncontrolling interests that were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of the date of the transaction (see note 11, Noncontrolling Interests ).

Noncontrolling interests that were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of the date of the transaction.

For further details, see note 9, Noncontrolling Interests .

Reclassification.

The 'Other revenue' line item from prior periods has been broken out into the following line items:

'Interest income on financing receivables', 'Interest and dividend income on loans and preferred equity investments, and 'Other' to provide further detail on amounts included as 'Other' in our consolidated statements of income and comprehensive income.

Prior periods have been reclassified to conform with the current period’s presentation.

Use of Estimates.

2 unchanged sentences

Actual results could differ from those estimates.

Net Income per Common Share.

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 dilutive common shares outstanding during the reporting period, including common shares required to satisfy the exchange obligation for convertible notes under the if-converted method, assuming all such convertible notes were converted at the beginning of the reporting period, or date of issuance, if later.

The average closing price of our common stock for the reporting period is used as the basis for determining the dilutive effect on earnings per share.

For further details, see note 15 , Net Income per Common Share .

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 Section 856 of the U.S.

Internal Revenue Code of 1986, as amended (the “Code”).

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

11 unchanged sentences

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

We had $ 8.3 million and $ 3.5 million of net deferred tax liabilities as of September 30, 2025 and December 31, 2024, respectively, which are reported in 'Other liabilities' on our consolidated balance sheets.

We had $ 5.7 million and $ 4.3 million of net deferred tax liabilities as of March 31, 2026 and December 31, 2025, respectively, which are reported in 'Other liabilities' on our consolidated balance sheets.

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

4 unchanged sentences

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

Under this method, leases that have fixed and d eterminable rent increases are recognized on a straight-line basis over the lease term.

Any rental revenue contingent upon a client’s sales, or percentage rent, is recognized only after such client exceeds its sales breakpoint.

Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term.

Any rental revenue contingent upon our client’s sales, or percentage rent, is recognized only after our client exceeds its sales breakpoint.

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

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.

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

We had $ 4.8 million of general allowance as of September 30, 2025.

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

We had $ 5.3 million and $ 5.1 million of general allowance as of March 31, 2026 and December 31, 2025, respectively.

Loans Receivable .

Our acquired loans are classified as held for investment and are carried at their amortized cost basis.

Interest income on loans receivable is recognized using a method that approximates the effective-interest method and is presented within 'Other' revenue in our consolidated statements of income and comprehensive income.

We recognize interest income on loans receivable using a method that approximates the effective-interest method.

Direct costs associated with originating loans, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the loan using the effective interest method.

When management identifies the full recovery of the contractually specified payments of principal and interest of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status.

When management identifies that the full recovery of the contractually specified payments of principal and interest of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status.

We have made an accounting policy election to record accrued interest on our loan portfolio separate from our loan receivable and other lending investments.

These loans and the related interest receivable are presented in 'Other assets, net' on our consolidated balance sheets.

Acquisition, Development and Construction ("ADC") Arrangements.

We originate loans to third-party borrowers for the acquisition, development, and construction of real estate.

Each ADC arrangement is evaluated in accordance with ASC 310, Receivables , which involves the determination of whether an arrangement should be accounted for as a loan receivable or as an equity method investment.

This analysis is applied only where the borrower entity is not subject to consolidation under ASC 810, Consolidation.

Specifically, we first assess whether we are expected to receive more than 50% of the expected residual profits from the project, defined as profit above a reasonable lender return from the sale, refinancing, or other use of the property.

If our expected participation in residual profits exceeds 50%, the arrangement must be accounted for as an equity method investment.

expected participation is 50% or less, we further evaluate whether the arrangement exhibits characteristics more consistent with a loan or an equity method investment.

This evaluation involves judgment and considers various factors, including the significance of borrower equity in the project, loan-to-cost and loan-to-value metrics relative to market, the existence of guarantees or binding lease arrangements, and interest rate and fee terms relative to market, among others.

We reassess the classification of each ADC arrangement if facts and circumstances subsequently change in a manner that could affect the initial classification.

Any reclassification is applied prospectively.

As of March 31, 2026, we have determined that all of our ADC loan arrangements have characteristics more consistent with a loan than an equity method investment, and accordingly account for them as loan receivables.

Financing Receivables.

1 unchanged sentence

Rent payments are allocated between rental income and the financing receivable.

Interest income on the financing receivable is recognized using the interest rate implicit in the leaseback and presented within 'Other' revenue in our consolidated statements of income and comprehensive income.

Interest income on the financing receivable is recognized using the interest rate implicit in the leaseback and presented within 'Interest income on financing receivables revenue' in our consolidated statements of income and comprehensive income.

Allowance for Credit Losses .

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Included in our model are factors that incorporate forward-looking information.

The measurement of expected credit losses is also applicable to off-balance sheet credit exposures such as unfunded loan commitments.

The allowance for credit losses attributed to unfunded commitments is included in 'Other liabilities' on our consolidated balance sheets.

Changes in our allowance for credit losses are presented in 'Provisions for impairment' in our consolidated statements of income and comprehensive income.

1 unchanged sentence

Merger, Transaction, and Other Costs, Net.

Merger, transaction, and other costs, net include (i) merger-related transaction costs, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to a merger, (ii) organization costs for potential strategic ventures and business lines, (iii) placement fees incurred in fundraising of U.S.

Private Fund Business (the "Fund"), (iv) corporate facilities lease termination costs, and (v) other costs that do not align with the ongoing operations of our business.

During the three and nine months ended September 30, 2025, we incurred $ 13.3 million and $ 14.0 million, respectively, of merger, transaction, and other costs, net consisting primarily of placement fees incurred in fundraising for the Fund.

During the three and nine months ended September 30, 2024, we incurred $ 8.6 million and $ 105.5 million, respectively, of merger, transaction, and other costs, net consisting primarily of transaction and integration-related costs related to our merger with Spirit Realty Capital, Inc.

("Spirit") and $ 5.1 million for each of the respective periods related to the lease termination of a legacy corporate facility.

Merger, transaction, and other costs, net, includes (i) expensed acquisition costs, including certain costs incurred for credit investment loans, (ii) organization costs for potential strategic ventures and business lines, (iii) ongoing legal services incurred in fundraising of the Fund, (iv) merger-related transaction costs, and (v) other costs that do not align with the ongoing operations of our business.

During the three months ended March 31, 2026, we incurred $ 10.8 million of merger, transaction, and other costs, net consisting primarily of expensed acquisition costs and placement fees incurred in fundraising for the Fund.

Equity Offering Costs.

Underwriting commissions and offering costs have been reflected as a reduction of additional paid-in capital on our consolidated balance sheets.

Costs incurred in connection with the issuance of noncontrolling interests, including direct and incremental costs associated with forming joint ventures and admitting third-party investors, are capitalized as equity offering costs.

Costs that are not directly attributable to the issuance of equity, such as fees associated with ongoing advisory, management, or other services, are expensed as incurred.

Recent Accounting Standards Not Yet Adopted.

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

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

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

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

Early adoption is permitted.

We will adopt this ASU prospectively for the period ending December 31, 2025, and it will impact only our disclosures, with no impacts to our financial condition or results of operations.

Merger with Spirit Realty Capital, Inc.

On January 23, 2024, we completed our previously announced merger (the "Merger") with Spirit.

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

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

The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data):

Shares of Spirit common stock exchanged (1)

Exchange Ratio 0.762

Shares of Realty Income common stock issued 108,308,064

Opening price of Realty Income common stock on January 23, 2024 $ 55.80

Fair value of Realty Income common stock issued to the former holders of Spirit common stock $ 6,043,590

Shares of Realty Income Series A Preferred Stock issued in exchange for Spirit Series A Preferred Stock (2)

Opening price of Realty Income Series A Preferred Stock on January 23, 2024 $ 24.26

Fair value of Realty Income Series A Preferred Stock issued to the former holders of Spirit Series A Preferred Stock $ 167,394

Cash paid for fractional shares $ 51

Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (3)

Consideration transferred $ 6,186,284

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

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

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

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

Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the date of the Merger.

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

Merger-related Transaction Costs

In conjunction with the Merger, during the three and nine months ended September 30, 2024 we incurred $ 2.9 million and $ 99.8 million, respectively, of merger-related transaction costs primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger.

We incurred $ 0.9 million and $ 1.7 million of merger-related transaction costs during the three and nine months ended September 30, 2025, respectively, primarily related to the resolution of certain contingencies which existed at the date of the Merger.

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

Unaudited Pro Forma Financial Information

The following unaudited pro forma information presents a summary of our combined results of operations for the nine months ended September 30, 2024, as if the Merger had occurred on January 1, 2023 (in millions, except per share data).

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

Nine months ended

September 30, 2024

Total revenues $ 3,978.8

Net income $ 759.4

Basic and diluted earnings per share $ 0.88

Our consolidated results of operations for the three and nine months ended September 30, 2024 include $ 202.8 million and $ 563.8 million of revenues, respectively, and $ 40.2 million and $ 96.0 million of net income, respectively, associated with the results of operations of Spirit from the closing of the Merger on January 23, 2024 to September 30, 2024.

While the adoption is not expected to have an impact on our financial statements, it is expected to result in incremental disclosures within the footnotes to our consolidated financial statements.

Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands):

Accounts receivable, net, consist of the following at:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Straight-line rent receivables, net $ 918,236 $ 880,341

2 unchanged sentences

Lease intangible assets, net, consist of the following at:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

In-place leases $ 7,740,659 $ 7,627,840

5 unchanged sentences

Other assets, net, consist of the following at:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Loans receivable, net $ 2,672,184 $ 1,682,117

1 unchanged sentence

Right of use asset - financing leases, net 808,043 827,644

Investment in preferred equity 803,947 800,472

Right of use asset - operating leases, net 589,433 592,319

Restricted escrow deposits 146,818 83,200

Prepaid expenses 101,187 76,207

Value-added tax receivable 97,659 75,005

Interest receivable 41,415 16,071

Derivative assets and receivables - at fair value 67,139 8,018

Interest receivable 45,249 33,805

Revolving credit facilities origination costs, net 22,400 25,246

Restricted escrow deposits 23,582 36,326

Corporate assets, net 15,045 15,159

5 unchanged sentences

Accounts payable and accrued expenses consist of the following at:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Notes payable - interest payable $ 306,729 $ 303,557

1 unchanged sentence

Property taxes payable 88,129 92,246

Accrued income taxes 82,804 84,884

Value-added tax payable 82,660 76,009

Accrued property expenses 78,035 69,258

Accrued income taxes 74,887 120,228

Accrued costs on properties under development 38,215 36,064

3 unchanged sentences

Lease intangible liabilities, net, consist of the following at:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Below-market leases $ 2,151,816 $ 2,135,262

2 unchanged sentences

Other liabilities consist of the following at:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Lease liability - operating leases $ 423,553 $ 429,675

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Acquisitions of Real Estate

Below is a summary of our acquisitions for the nine months ended September 30, 2025 (unaudited):

Below is a summary of our acquisitions for the three months ended March 31, 2026 (unaudited):

Properties Investment

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Total real estate acquisitions 152 $ 1,580.0 8.5

Initial weighted average cash yield (1)

Real estate properties under development

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Total real estate properties under development 37 $ 89.0 14.1

Initial weighted average cash yield (1)

189 $ 1,669.0 8.8

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 $ 3.6 million received as settlement credits as reimbursement of free rent period for the nine months ended September 30, 2025.

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

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

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

(2) Our clients occupying the new properties are 77.4 % retail and 22.6 % industrial based on net operating income.

Approximately 30 % of the net operating income generated from acquisitions during the nine months ended September 30, 2025 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition.

(1) Our clients occupying the new properties are 66.7 % retail, 33.1 % industrial, and 0.2 % other property types based on net operating income.

Approximately 45 % of the net operating income generated from acquisitions during the three months ended March 31, 2026 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition.

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

Acquisitions -

USD Acquisitions - Sterling Acquisitions -

USD Acquisitions -

Sterling Acquisitions -

Land $ 128.8 £ 106.5 € 140.6

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Other assets (2)

12.1 92.4 7.7

Lease intangible liabilities (3)

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Other liabilities (4)

( 5.4 ) ( 3.2 ) ( 2.0 )

Total $ 578.2 £ 337.7 € 496.2

(1) The weighted average amortization period for acquired lease intangible assets is 9.8 years.

(2) USD-denominated other assets consists of $ 7.3 million of financing receivables allocated to sales-leaseback transactions and $ 4.8 million of right-of-use assets accounted for as finance leases.

Sterling-denominated other assets consists of £ 88.5 million of right-of-use assets accounted for as finance leases, £ 3.0 million of financing receivables allocated to sales-leaseback transactions, and £ 0.9 million of right-of-use assets under long-term ground leases.

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

(2) USD-denominated other assets consists entirely of $ 2.4 million of financing receivables allocated to sales-leaseback transactions.

(3) The weighted average amortization period for acquired lease intangible liabilities is 13.8 years.

(4) USD-denominated other liabilities consists entirely of $ 5.4 million of lease liabilities under financing leases.

Sterling-denominated other liabilities consists primarily of £ 2.2 million of lease liabilities under financing leases and £ 0.7 million of lease liabilities under ground leases.

Euro-denominated other liabilities consists primarily of € 1.8 million of deferred rent on certain below-market leases.

The properties acquired during the nine months ended September 30, 2025 generated total revenue and net income of $ 78.6 million and $ 21.1 million, respectively.

(4) USD-denominated other liabilities consists entirely of $ 0.8 million deferred rent on certain below-market leases.

The aggregate Sterling-denominated purchase price of the assets acquired during the three months ended March 31, 2026 included $ 15.2 million contingent consideration obligations related to leasing activities for four U.K.

retail park properties acquired, all of which was deemed estimable and probable of payment and therefore was accrued as of March 31, 2026.

The properties acquired during the three months ended March 31, 2026 generated total revenue and net income of $ 5.4 million and $ 1.5 million, respectively.

Investments in Existing Properties

During the nine months ended September 30, 2025, we capitalized costs of $ 88.9 million on existing properties in our portfolio, consisting of $ 84.0 million for building improvements, $ 4.6 million for re-leasing costs, and $ 0.3 million for recurring capital expenditures.

In comparison, during the nine months ended September 30, 2024, we capitalized costs of $ 84.7 million on existing properties in our portfolio, consisting of $ 78.6 million for building improvements, $ 5.9 million for re-leasing costs, and $ 0.2 million for recurring capital expenditures.

During the three months ended March 31, 2026, we capitalized costs of $ 22.7 million on existing properties in our portfolio, consisting of $ 19.8 million for building improvements, $ 2.8 million for re-leasing costs, and $ 0.1 million for recurring capital expenditures.

In comparison, during the three months ended March 31, 2025, we capitalized costs of $ 30.7 million on existing properties in our portfolio, consisting of $ 29.8 million for building improvements, $ 0.9 million for re-leasing costs, and less than $ 0.1 million for recurring capital expenditures.

Properties with Existing Leases

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The values of the in-place leases are amortized as depreciation and amortization expense.

The amounts amortized to expense for all of our in-place leases for the nine months ended September 30, 2025 and 2024 were $ 670.6 million and $ 652.8 million, respectively.

The amounts amortized to expense for all of our in-place leases for the three months ended March 31, 2026 and 2025 were $ 204.3 million and $ 213.2 million, respectively.

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

The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the nine months ended September 30, 2025 and 2024 were $ 12.6 million and $ 26.1 million, respectively.

The following table presents the estimated impact during the next five years and thereafter related to the amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease intangibles as of September 30, 2025 (in thousands):

The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the three months ended March 31, 2026 and 2025 were $ 6.1 million and $ 9.7 million, respectively.

(decrease) to

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The following table summarizes our properties sold during the periods indicated below (dollars in millions):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Number of properties 97 55

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Investments in Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities as of September 30, 2025 and December 31, 2024 (dollars in thousands):

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

Nine months ended September 30,

As of September 30, 2025

September 30, 2025

Three months ended March 31,

As of March 31, 2026

March 31, 2026

December 31, 2025

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95.0 % 3 88,232 59,758 ( 2 ) —

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

Total investment in unconsolidated entities $ 1,320,826 $ 1,256,456 $ 2,669 $ 4,357

(1) As of September 30, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $ 8.2 million.

(1) As of March 31, 2026, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $ 9.3 million.

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

(2) The joint venture with Digital Realty Trust, Inc.

is expanding the capacity of its two data centers for the existing client, and our pro rata share of the estimated costs for this second phase of the development was $ 229.7 million as of September 30, 2025.

(3) During the nine months ended September 30, 2025 and 2024, we recognized interest income of $ 39.4 million and $ 39.5 million, respectively, for 8.1 % preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income.

The unconsolidated entity had total debt outstanding of $ 3.0 billion as of September 30, 2025, all of which was non-recourse to us with limited customary exceptions.

(4) As of September 30, 2025, we held a 95.0 % common equity interest in the joint venture with Trammell Crow Company ("TCC"), with $ 20.1 million in preferred equity.

is expanding the capacity of its two data centers for the existing client, and our pro-rata share of the estimated costs for this second phase of the development was $ 190.4 million as of March 31, 2026.

(3) During each of the three months ended March 31, 2026 and 2025, we recognized interest income of $ 13.0 million 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 March 31, 2026, all of which was non-recourse to us with limited customary exceptions.

(4) As of March 31, 2026, we held a 95.0 % common equity interest in the joint venture with Trammell Crow Company ("TCC"), with $ 58.2 million in preferred equity.

We have committed to investing an additional $ 77.7 million for development of three industrial facilities.

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

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.

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Investments in Loans and Financing Receivables

The following table presents information about our loans as of September 30, 2025 and December 31, 2024 (dollars in millions):

September 30, 2025

Maturity Interest

Principal Amortized Cost Allowance Carrying Amount (2)

Senior Secured Notes Receivable (3)(4)

October 2029 - July 2031

8.00 % - SONIA+ 5.75 %

$ 1,249.2 $ 1,239.5 $ ( 22.6 ) $ 1,216.9

The following table presents information about our loans as of March 31, 2026 and December 31, 2025 (dollars in millions):

March 31, 2026

Loan Type Principal Balance Total Carrying Value (1)

Future Funding Commitments (2)

Weighted Average Term (Years) (3)

Weighted Average Interest Rate (4)

Secured Loans $ 1,602.9 $ 1,554.1 $ 72.3 4.3 8.5 %

Construction Loans 87.5 88.7 177.1 1.6 8.3

Mortgage Loans 256.8 256.9 109.2 4.9 7.6

June 2028 - September 2038

7.50 % - 8.37 %

251.1 251.2 ( 0.1 ) 251.1

Unsecured and Other Loans (7)

December 2026 - December 2028

10.25 % - 11.00 %

214.7 214.9 ( 3.2 ) 211.7

Unsecured and Mezzanine Loans 783.2 772.5 31.5 3.0 8.6

Total $ 2,730.4 $ 2,672.2 $ 390.1 3.9 8.4 %

December 31, 2025

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

Loan Type Principal Balance Total Carrying Value (1)

Future Funding Commitments (2)

Weighted Average Term (Years) (3)

Weighted Average Interest Rate (4)

Secured Loans $ 1,250.4 $ 1,214.1 $ — 4.6 8.8 %

Mortgage Loans 256.2 256.2 34.0 5.1 7.6

Unsecured and Mezzanine Loans 214.7 211.8 — 2.9 10.3

Total $ 1,721.3 $ 1,682.1 $ 34.0 4.5 8.8 %

(1) As of September 30, 2025, we held three notes that bear variable interests, indexed to Sterling Overnight Indexed Average (“SONIA”).

(2) As of September 30, 2025 and December 31, 2024, the total carrying amount of the investment in loans excluded accrued interest of $ 39.3 million and $ 13.8 million, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets.

(3) In July 2025, we acquired EUR-denominated senior secured notes at par value with a principal amount of € 100.0 million, equivalent to $ 117.4 million as of September 30, 2025.

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

(4) In July 2025, we acquired GBP-denominated senior secured notes with a principal amount of £ 200.0 million, equivalent to $ 268.8 million as of September 30, 2025.

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

As of September 30, 2025, the all-in margin was determined to be 5.36 %.

We paid £ 197.0 million for the notes and will amortize the discount over the term of the notes.

(5) In June 2025, we invested £ 121.5 million, equivalent to $ 163.3 million as of September 30, 2025, in a mortgage loan secured by an office property in London.

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

As of September 30, 2025, the remaining additional funding commitments were £ 20.5 million.

(6) In June 2025, we invested £ 40.3 million, equivalent to $ 54.3 million as of September 30, 2025, in a mortgage loan secured by a logistics property in the U.K.

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

As of September 30, 2025, the remaining additional funding commitments were £ 8.4 million.

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

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

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

The discount and deferred costs are being amortized over the loan term.

(1) Total carrying value includes unamortized loan origination costs and allowances for credit losses.

Total carrying amount excludes interest receivable of $ 40.3 million and $ 27.8 million as of March 31, 2026 and December 31, 2025, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets.

(2) Our future funding commitments are subject to our borrowers’ compliance with the financial covenants and other applicable provisions of each respective loan agreement.

(3) Based on original contractual maturity date assuming no extension options are exercised.

(4) The weighted average interest rate is based on outstanding principal balances and interest rates in place as of March 31, 2026 and December 31, 2025.

The following table summarizes the activity within loans receivable, net for the three months ended March 31, 2026 (in millions):

Loans receivable, net as of December 31, 2025

Principal fundings 1,031.5

Interest drawn on loans 4.0

Accretion of original issue cost 0.4

Change in allowance for credit losses ( 18.7 )

Foreign currency remeasurement ( 27.1 )

Loans receivable, net as of March 31, 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 September 30, 2025 and December 31, 2024 (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 March 31, 2026 and December 31, 2025 (dollars in millions):

Carrying Value as of

Maturity September 30, 2025 December 31, 2024

Maturity March 31, 2026 December 31, 2025

Financing receivables, net 2026 - 2050

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Allowance for Credit Losses

The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable for the three and nine months ended September 30, 2025 (in millions):

Loans Receivable Financing Receivable Total

Three months ended September 30, 2025

Allowance for credit losses as of June 30, 2025

The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable for the three months ended March 31, 2026 and March 31, 2025 (in millions):

Three months ended March 31, 2026 Loans Receivable Financing Receivable Unfunded Loan Commitments Total

Allowance for credit losses as of December 31, 2025

$ 30.5 $ 78.4 $ — $ 108.9

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19.2 17.0 2.9 39.1

Write-offs (2)

— ( 69.9 ) — ( 69.9 )

Foreign currency remeasurement ( 0.5 ) — — ( 0.5 )

Allowance for credit losses as of September 30, 2025

Allowance for credit losses as of March 31, 2026

$ 49.2 $ 25.5 $ 2.9 $ 77.6

Nine months ended September 30, 2025

Three Months Ended March 31, 2025 Loans Receivable Financing Receivable Unfunded Loan Commitments Total

Allowance for credit losses as of December 31, 2024

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Provisions for credit losses 1.5 17.7 — 19.2

12.8 19.1 31.9

Write-offs (2)

— ( 31.1 ) ( 31.1 )

Foreign currency remeasurement 0.3 — — 0.3

Allowance for credit losses as of September 30, 2025

Allowance for credit losses as of March 31, 2025

$ 14.1 $ 116.9 $ — $ 131.0

(1) For the three and nine months ended September 30, 2025, the provisions for credit losses on loans receivable were primarily due to initial expected credit losses on loans acquired during the three months ended September 30, 2025.

For the nine months ended September 30, 2025, the increase in credit losses on financing receivables was largely attributable to deterioration in the creditworthiness of certain clients.

(2) For the nine months ended September 30, 2025, write-offs were related to lease amendments made to facilitate a client's reorganization plan.

(1) For the three months ended March 31, 2026, the provisions for credit losses on loans receivable were primarily attributable to initial expected credit losses on loans acquired during the three months ended March 31, 2026.

(2) For the three months ended March 31, 2026, write-offs were related to fully reserved financing receivables written off during the period.

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”).

We have $ 4.0 billion unsecured multicurrency revolving credit facilities, which 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.

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

Under the RI Credit Facilities, our investment grade credit ratings as of September 30, 2025 provide for (i) USD borrowings at Secured Overnight Financing Rate (“SOFR”) plus 0.725 % and (ii) British Pound Sterling ("GBP") borrowings at the SONIA plus 0.725 %, and (iii) EURO ("EUR") borrowings at a benchmark rate selected in accordance with the credit agreement.

Under the RI Credit Facilities, our investment grade credit ratings as of March 31, 2026 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 Euro Interbank Offered Rate (“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 September 30, 2025, we had a borrowing capacity of $ 2.7 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $ 1.3 billion, including £ 958.0 million GBP and € 31.0 million EUR borrowings.

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

The weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 4.4 % during the nine months ended September 30, 2025.

The weighted average interest rate on outstanding borrowings under our previous revolving credit facility was 5.4 % during the nine months ended September 30, 2024.

As of September 30, 2025, the weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 4.6 %.

As of September 30, 2025, origination costs of $ 21.4 million for RI Credit Facilities are included in 'Other assets, net', as compared to $ 7.3 million related to our previous revolving credit facility as of December 31, 2024, on our consolidated balance sheets.

As of March 31, 2026, we had a borrowing capacity of $ 2.2 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $ 1.8 billion, including £ 606.5 million GBP and € 841.0 million EUR borrowings.

As of December 31, 2025, we had a borrowing capacity of $ 2.7 billion and an outstanding balance of $ 1.3 billion, including £ 597.0 million GBP and € 444.0 million EUR borrowings.

The weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 3.3 % during the three months ended March 31, 2026.

The weighted average interest rate on outstanding borrowings under our previous revolving credit facility was 4.5 % during the three months ended March 31, 2025.

As of March 31, 2026, the weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 3.5 %.

As of March 31, 2026, origination costs of $ 16.7 million for RI Credit Facilities are included in 'Other assets, net', as compared to $ 19.0 million as of December 31, 2025, 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, for which we were a guarantor as of September 30, 2025, and which provides for (a) up to $ 1.0 billion unsecured revolving credit facility and (b) up to $ 380.0 million unsecured delayed draw term loan which is available to be drawn for twelve months after April 29, 2025 (the "Closing Date") (collectively, the “Fund Credit Facilities”).

The Fund has a $ 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").

In April 2026, the availability period for the delayed draw term loan was extended to October 30, 2026 (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.

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

As of September 30, 2025, we had a borrowing capacity of $ 1.3 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $ 122.0 million under the unsecured revolving credit facility.

The weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 6.4 % during the nine months ended September 30, 2025.

As of September 30, 2025, the weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.5 %.

As of September 30, 2025, origination costs of $ 6.7 million for the Fund Credit Facilities are included in 'Other assets, net' on our consolidated balance sheets, and are being amortized over the remaining term of the facilities.

As of March 31, 2026, we had a borrowing capacity of $ 1.3 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $ 125.0 million under the unsecured revolving credit facility.

As of December 31, 2025, we had a borrowing capacity of $ 1.2 billion and an outstanding balance of $ 182.0 million.

The weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.0 % during the three months ended March 31, 2026.

As of March 31, 2026, the weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 4.7 %.

As of March 31, 2026, origination costs of $ 5.7 million for the Fund Credit Facilities are included in 'Other assets, net' as compared to $ 6.2 million as of December 31, 2025, 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.

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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.

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).

in 2021 and unexchanged Spirit Realty Capital, Inc.

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

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

As of September 30, 2025, the balance of borrowings outstanding under our commercial paper programs totaled $ 469.4 million, including $ 210.0 million of U.S.

borrowings and € 221.0 million of EUR borrowings, compared to $ 67.3 million outstanding commercial paper borrowings, comprised entirely of € 65.0 million of EUR borrowings, as of December 31, 2024.

The weighted average interest rate on outstanding borrowings under our commercial paper programs was 2.8 % and 4.6 % for the nine months ended September 30, 2025 and 2024, respectively.

As of March 31, 2026, the balance of borrowings outstanding under our commercial paper programs totaled $ 414.9 million, including € 260.0 million of EUR borrowings, $ 96.0 million of USD borrowings, and £ 15.0 million of GBP borrowings, compared to $ 516.8 million outstanding commercial paper borrowings, including € 407.0 million of EUR borrowings and $ 39.0 million of USD borrowings, as of December 31, 2025.

The weighted average interest rate on outstanding borrowings under our commercial paper programs was 2.7 % and 3.3 % for the three months ended March 31, 2026 and 2025, respectively.

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

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Financial Covenants

Our credit facilities are subject to various leverage and interest coverage ratio limitations, and as of September 30, 2025, we were in compliance with the covenants under our credit facilities.

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

Pursuant to the agreement, we borrowed an aggregate of $ 800.0 million, $ 300.0 million of which was repaid upon its maturity in August 2025 and $ 500.0 million of which matures in August 2027.

The remaining $ 500.0 million term loan associated with the Merger is subject to interest rate swaps that fixed the effective interest rate at 3.3 %.

We also entered into a separate amended and restated term loan agreement pursuant to which we borrowed $ 500.0 million in aggregate total borrowings which was repaid upon its maturity in June 2025.

We also have a 2023 term loan agreement which allows us to incur up to an aggregate of $ 1.5 billion in multi-currency borrowings.

In January 2024, we entered into interest rate swaps which fix our per annum interest rate at 4.8 % until maturity in January 2026.

As of September 30, 2025, we had $ 1.1 billion in multi-currency borrowings, including $ 90.0 million, £ 705.0 million, and € 85.0 million in outstanding borrowings.

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

Deferred financing costs were $ 0.7 million as of September 30, 2025 and are included net of the term loans' principal balance, as compared to $ 2.2 million as of December 31, 2024 on our consolidated balance sheets.

Our credit facilities are subject to various leverage and interest coverage ratio limitations, and as of March 31, 2026, we were in compliance with the covenants under our credit facilities.

In March 2026, we closed a $ 693.9 million unsecured term loan due January 2036 at a fixed rate of 4.91 % and executed a cross-currency swap on $ 500.0 million of proceeds for approximately € 431.0 million, achieving an effective blended borrowing rate of 4.34 %.

As of March 31, 2026, the outstanding principal balance was $ 693.9 million.

Our term loan agreement governing our $ 1.5 billion multi-currency term loan 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 March 31, 2026, 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 with Spirit (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 $ 12.9 million as of March 31, 2026 and are included net of the term loans' principal balance, as compared to $ 9.4 million as of December 31, 2025 on our consolidated balance sheets.

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

As of September 30, 2025, we were in compliance with the covenants contained in the term loans.

Mortgages Payable

During the nine months ended September 30, 2025, we made $ 44.2 million in principal payments, including the full repayment of three mortgages for $ 42.9 million.

No mortgages were assumed during the nine months ended September 30, 2025.

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

As of September 30, 2025, we were in compliance with these covenants.

The following table summarizes our mortgages payable as of September 30, 2025 and December 31, 2024 (dollars in millions):

Properties (1)

Maturity Remaining

Balance Unamortized

Financing Costs

September 30, 2025 14 4.9 % 5.9 % 2.0 $ 38.3 $ ( 0.2 ) $ 38.1

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

(1) As of September 30, 2025, there were eight mortgages on 14 properties and as of December 31, 2024, there were 11 mortgages on 17 properties.

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

As of September 30, 2025 and December 31, 2024, all mortgages were at fixed interest rates.

The following table summarizes the maturity of mortgages payable as of September 30, 2025, excluding $ 0.2 million related to unamortized net discounts and deferred financing costs (dollars in millions):

Year of Maturity

Thereafter 1.0

As of March 31, 2026, we were in compliance with the covenants contained in the term loans.

Notes Payable

As of September 30, 2025, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated.

As of March 31, 2026, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated.

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

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

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

September 30, 2025 December 31, 2024

3.875 % Notes due 2025

April 15, 2025 $ 500,000 $ — $ 500,000

4.625 % Notes due 2025

November 1, 2025 $ 549,997 549,997 549,997

Carrying Value (USD) as of

Maturity Dates Principal (Currency Denomination) March 31, 2026 December 31, 2025

5.050 % Notes due 2026

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December 15, 2028 $ 400,000 400,000 400,000

3.500 % Convertible Notes due 2029 (2)

January 15, 2029 $ 862,500 862,500 —

3.950 % Notes due 2029

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4.750 % Notes due 2029

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

Carrying Value (USD) as of

Maturity Dates Principal (Currency Denomination) March 31, 2026 December 31, 2025

3.250 % Notes due 2029

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

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June 20, 2031 € 650,000 747,786 763,113

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

September 30, 2025 December 31, 2024

5.750 % Notes due 2031 (1)

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4.500 % Notes due 2033

February 1, 2033 $ 400,000 400,000 400,000

1.800 % Notes due 2033

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

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

The following table summarizes the maturity of our notes and bonds payable as of September 30, 2025, excluding unamortized net discounts, deferred financing costs (dollars in millions):

(2) Please refer to Convertible Bond Issuance below for more details.

The following table summarizes the maturity of our notes and bonds payable as of March 31, 2026, excluding unamortized net discounts, deferred financing costs (dollars in millions):

Year of Maturity Principal

2026 $ 1,550.0

Thereafter 12,699.1

Total $ 25,228.6

As of September 30, 2025, the weighted average interest rate on our notes and bonds payable was 3.9 %, and the weighted average remaining years until maturity was 6.2 years.

Interest incurred on the notes and bonds was $ 244.0 million and $ 211.4 million for the three months ended September 30, 2025 and 2024, respectively, and $ 693.4 million and $ 618.0 million for the nine months ended September 30, 2025 and 2024, respectively.

As of March 31, 2026, the weighted average interest rate on our notes and bonds payable was 3.9 % and the weighted average remaining years until maturity was 5.9 years.

Interest incurred on the notes and bonds was $ 244.3 million and $ 219.9 million for the three months ended March 31, 2026 and 2025, respectively.

Our outstanding notes and bonds are unsecured;

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

As of September 30, 2025, we were in compliance with these covenants.

Note Issuances

During the nine months ended September 30, 2025, we issued the following notes and bonds (in millions):

2025 Issuances Date of Issuance Maturity Date Principal amount Price of par value Effective yield to maturity

5.125 % Notes

April 2025 April 2035 $ 600.0

98.37 % 5.337 %

As of March 31, 2026, we were in compliance with these covenants.

Convertible Bond Issuance

In January 2026, we issued $ 862.5 million principal amount of 3.500 % convertible senior notes due January 2029 in a private offering, resulting in net proceeds of approximately $ 845.1 million.

We used approximately $ 101.9 million of the net proceeds to repurchase approximately 1.8 million shares of our common stock concurrently with the pricing of the offering.

The notes are senior, unsecured obligations of Realty Income and 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 have the right to convert their notes only upon the occurrence of certain events, including when the Company's stock price exceeds 130 % of the applicable conversion price for a specified period, or upon the occurrence of certain corporate events, including a fundamental change.

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.

Upon conversion, we are required to settle the principal amount in cash and may, at our election, settle any conversion premium in cash, shares of our common stock, or a combination thereof, 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 will be subject to adjustment upon the occurrence of certain events, including specified make-whole fundamental change events as defined in the indenture.

Note Repayments

During the three months ended March 31, 2026, we repaid the following notes, plus accrued and unpaid interest, upon maturity:

2026 Repayments Date of Issuance Maturity Date Principal amount

(in millions)

5.050 % Notes

June 2025 June 2031 € 650.0 99.57 % 3.456 %

January 2023 January 2026 $ 500.0

0.750 % Notes

June 2025 June 2035 € 650.0 99.55 % 3.930 %

Note Repayment

During the nine months ended September 30, 2025, we repaid $ 500.0 million of outstanding 3.875 % senior unsecured notes, plus accrued and unpaid interest, upon maturity.

December 2020 March 2026 $ 325.0

Noncontrolling Interests

As of September 30, 2025, we have 11 entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

The following table represents the change in the carrying value of all noncontrolling interests through September 30, 2025 (in thousands):

Realty Income, L.P.

As of March 31, 2026, we have 14 entities with noncontrolling interests that we consolidate, including the Fund, Apollo, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

We have an open-end, perpetual life private fund, which is consolidated by Realty Income.

In March 2026, we closed our cornerstone equity capital raise round, securing $ 1.7 billion in commitments from third-party institutional investors, of which $ 167.5 million was committed during the three months ended March 31, 2026.

During the same period, we called $ 638.0 million of capital.

As of March 31, 2026, we owned approximately 38.5 % of the outstanding limited partnership interests in the Fund.

In March 2026, we established our Managed Insurance and Retirement Annuity investment platform as a vehicle to pursue various co-investment opportunities with institutional investors.

On March 31, 2026, we completed the formation of MDC Mercury 2604 Venture, LLC (the "Apollo JV") and entered into an Amended and Restated Limited Liability Company Agreement (the “JV Agreement”) with Apollo in connection with our Managed Insurance and Retirement Annuity strategic initiative.

Pursuant to the JV Agreement, we contributed 492 net lease properties in exchange for 51,000,000 Class A Shares in the Apollo JV, and Apollo contributed $ 1.0 billion in cash in exchange for a noncontrolling equity interest of 49,000,000 Class B Shares in the Apollo JV (such contributions by Realty Income and Apollo, collectively, the "Apollo JV Transaction").

The Apollo JV is a variable interest entity ("VIE") under ASC 810 because the decision-making authority of the Manager (our wholly owned subsidiary, Realty Income Property Management Co I, LLC) is not conveyed through an equity interest, and the equity holders as a group therefore lack the power to direct the activities that most significantly affect the Apollo JV's economic performance.

We consolidate the Apollo JV as its primary beneficiary because we have both (i) the power to direct the activities that most significantly affect its economic performance through our role as the sole exclusive Manager that is exercisable independent of our equity ownership and (ii) the obligation to absorb losses and right to receive benefits that could potentially be significant to the Apollo JV through our 51 % equity interest and other contractual arrangements.

The Class B Shares are classified as permanent equity (noncontrolling interest) on our consolidated balance sheet because all redemption features are solely within our control.

The Apollo JV Transaction was accounted for as an issuance of noncontrolling interest in a consolidated subsidiary without a loss of control.

We received $ 1.0 billion for Apollo’s initial capital contribution.

The carrying amount of Apollo's 49 % share of the net assets was $ 778.3 million, which was recognized as noncontrolling interest, with the difference of $ 221.7 million recorded as an increase to additional paid-in capital ("APIC").

Direct and incremental transaction costs of $ 20.6 million were recorded as a reduction of APIC.

The JV Agreement provides for, among other things, quarterly distributions of available cash flow to the Apollo JV’s members.

Prior to Apollo achieving the Target IRR (as defined in the JV Agreement), the Class B Member will receive a default allocation of 55 % of available cash flow, which may decrease to 49 % if the Apollo JV’s NOI outperforms an upper level of certain performance metric, or increase to 60 % if the Apollo JV’s NOI underperforms a lower level of certain performance metric.

Because the parties' economic interests are not proportionate to their stated ownership percentages, we allocate income and loss attributable to the noncontrolling interest using the hypothetical liquidation at book value ("HLBV") method, taking into account any capital transactions between the Company and Apollo.

With respect to Realty Income, L.P., as of March 31, 2026, 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.

The following table represents the change in the carrying value of all noncontrolling interests through March 31, 2026 (in thousands):

Core Plus Fund

Apollo Realty Income, L.P.

Other Noncontrolling Interests Total

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Allocation of net income 7,935 — 1,412 ( 178 ) 9,169

Carrying value as of September 30, 2025

Reallocation of equity ( 20,936 ) ( 221,744 ) — — ( 242,680 )

Carrying value as of March 31, 2026

$ 1,098,930 $ 778,256 $ 164,838 $ 46,160 $ 2,088,184

(1) 2,681,808 units were outstanding as of both September 30, 2025 and December 31, 2024.

As of September 30, 2025, we are considered the primary beneficiary of Realty Income, L.P.

(1) 2,681,808 units were outstanding as of both March 31, 2026 and December 31, 2025.

As of March 31, 2026, we are considered the primary beneficiary of our Fund, Realty Income, L.P.

and other VIEs.

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• Level 3 – Inputs that are unobservable and significant to the overall fair value measurement

The following tables present the carrying values and estimated fair values of financial instruments as of September 30, 2025 and December 31, 2024 (in millions):

September 30, 2025

We evaluate our hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from period to period.

Changes in the type of inputs may result in a reclassification for certain assets.

We have not historically had changes in classifications and do not expect that changes in classifications between levels will be frequent.

The following tables present the carrying values and estimated fair values of financial instruments as of March 31, 2026 and December 31, 2025 (in millions):

March 31, 2026

Hierarchy Level

4 unchanged sentences

Mortgages payable (1)

$ 37.5 $ — $ — $ 37.1

Notes and bonds payable (1)

25,228.6 — 23,166.9 995.8

Derivative liabilities 131.8 — 131.8 —

Total liabilities $ 25,397.9 $ — $ 23,298.7 $ 1,032.9

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

December 31, 2025

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The following table reflects the carrying amounts and estimated fair values of our financial instruments not measured at fair value on our consolidated balance sheets (in millions):

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Carrying value

12 unchanged sentences

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

However, as of September 30, 2025 and December 31, 2024, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

However, as of March 31, 2026 and December 31, 2025, 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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Depending on impairment triggering events during the applicable period, impairments are typically recorded for properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent.

The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (in millions):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (dollars in millions):

Three months ended March 31,

Carrying value prior to impairment $ 272.2 $ 208.7

4 unchanged sentences

Classified as held for investment 62 26

Sold 24 24 123 59

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

The valuation of impaired assets is determined by using widely accepted valuation techniques including income capitalization approach, using net operating income for each property and applying a weighted average capitalization rate of 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.

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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 three months ended March 31, 2026, and 2025, 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 (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.

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, 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

6 unchanged sentences

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

As of September 30, 2025, the total principal amount of foreign currency debt obligations designated as net investment hedges was $ 235.2 million.

As of March 31, 2026, the total principal amount of foreign currency debt obligations designated as net investment hedges was $ 761.2 million.

Derivatives Not Designated as Hedging Instruments

1 unchanged sentence

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

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

The following table summarizes the terms and fair values of our derivative financial instruments as of September 30, 2025 and December 31, 2024 (dollars in millions):

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, 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 March 31, 2026 and December 31, 2025 (dollars in millions):

Derivative Type

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Fair Value - asset (liability)

Derivatives Designated as Hedging Instruments September 30, 2025 December 31, 2024 September 30, 2025 December 31, 2024

Derivatives Designated as Hedging Instruments March 31, 2026 December 31, 2025 March 31, 2026 December 31, 2025

Interest rate swaps (4)

7 $ 1,380.0 $ 2,180.0 3.46 % Jan 2026 - Aug 2027 $ 7.1 $ 24.3

7 $ 1,400.0 $ 2,105.0 3.13 % Aug 2027 - Jan 2028 $ 22.2 $ 5.1

Cross-currency swaps - Fair Value

3 320.0 320.0 (5) Oct 2032 ( 77.2 ) ( 42.2 )

11 1,220.0 720.0 (5) Feb 2029 - Jan 2036 ( 64.8 ) ( 81.0 )

Cross-currency swaps - Net Investment

1 unchanged sentence

Foreign currency forwards

54 484.8 349.5 (7) Oct 2025 - Jul 2027 ( 9.1 ) 9.3

65 708.2 519.7 (7) Apr 2026 - Dec 2028 14.6 ( 8.7 )

$ 3,608.2 $ 3,624.7 $ ( 83.7 ) $ ( 150.7 )

1 unchanged sentence

Currency exchange swaps

8 $ 2,984.5 $ 1,725.3 (8) Oct 2025 - Dec 2025 $ 25.5 $ 11.8

Cross-currency swaps

5 400.0 – (9) Feb 2029 $ ( 0.3 ) $ —

7 $ 3,789.9 $ 2,972.8 (8) Apr 2026 $ 23.5 $ ( 47.0 )

Cross-currency swaps - Mark to Market

4 500.0 — (9) Apr 2033 ( 4.5 ) —

$ 4,289.9 $ 2,972.8 $ 19.0 $ ( 47.0 )

Total of all Derivatives $ 7,898.1 $ 6,597.5 $ ( 64.7 ) $ ( 197.7 )

(1) This column represents the number of instruments outstanding as of September 30, 2025.

(2) Weighted average strike rate is calculated using the notional value as of September 30, 2025.

(3) This column represents maturity dates for instruments outstanding as of September 30, 2025.

(4) We have seven variable-to-fixed interest rate swaps on our term loans that are designated as cash flow hedges.

(5) USD fixed rate of 5.625 % and EUR weighted average fixed rate of 4.681 %.

(1) This column represents the number of instruments outstanding as of March 31, 2026.

(2) Weighted average strike rate is calculated using the notional value as of March 31, 2026.

(3) This column represents maturity dates for instruments outstanding as of March 31, 2026.

(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, two 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 4.681 %.

(7) Weighted average forward GBP-USD exchange rate of 1.32 .

(8) Weighted average exchange rates of 0.87 for EUR-GBP, 1.36 for GBP-USD, and 4.29 for EUR-Polish Zloty.

USD fixed rate of 3.950 % and GBP weighted average fixed rate of 4.392 %.

USD fixed rate of 4.910 % and EUR weighted average fixed rate of 4.122 %.

(6) USD fixed rate of 5.625 % and EUR weighted average fixed rate of 4.716 %.

(7) Weighted average exchange rates of 1.34 for GBP-USD and 1.21 EUR-USD.

(8) Weighted average exchange rates of 0.87 for EUR-GBP and 1.33 for GBP-USD.

(9) USD fixed rate of 4.750 % and EUR weighted average fixed rate of 3.806 %.

We measure our derivatives at fair value and include the balances within 'Other assets, net' and 'Accounts payable and accrued expenses' on our consolidated balance sheets.

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The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation adjustments in other comprehensive income (in thousands):

Three months ended

September 30, Nine months ended

September 30,

Three months ended March 31,

Derivatives in Cash Flow Hedging Relationships 2026 2025

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Foreign currency debt 11,126 ( 4,127 )

Total unrealized loss recorded in foreign currency translation adjustment $ 1,967 $ ( 14,947 ) $ ( 52,767 ) $ ( 3,326 )

Total unrealized gain (loss) recorded in foreign currency translation adjustment $ 21,014 $ ( 8,953 )

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

Three months ended

September 30, Nine months ended

September 30,

Three months ended March 31,

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

2025 2024 2025 2024

Interest rate swaps Interest $ 2,400 $ 3,384

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

Foreign currency forwards Foreign currency and derivative loss, net

( 8,432 ) 1,318

2 unchanged sentences

Derivatives in Fair Value Hedging Relationships

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

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

$ ( 122 ) $ 215

1 unchanged sentence

Derivatives in Net Investment Hedging Relationships

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

$ 482 $ 549 $ 1,294 $ 2,356

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

Total derivatives in net investment hedging relationships $ 628 $ 652

1 unchanged sentence

$ ( 5,466 ) $ 5,673

We expect to reclassify $ 5.9 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 9.7 million from AOCI as an increase to foreign currency gain relating to foreign currency forwards within the next twelve months.

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

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

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

Gain (loss) on the settlement of undesignated derivatives $ 11,138 $ ( 34,164 ) $ ( 67,447 ) $ ( 54,548 )

We expect to reclassify $ 14.5 million from AOCI as a decrease to interest expense relating to interest rate swaps and $ 11.9 million from AOCI as a decrease to foreign currency loss relating to foreign currency forwards within the next twelve months.

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

Three months ended March 31,

Realized foreign currency and derivative loss, net:

(Loss) gain on the settlement of undesignated derivatives $ ( 25,407 ) $ ( 23,404 )

(Loss) gain on the settlement of designated derivatives reclassified from AOCI ( 8,432 ) 2,185

Gain (loss) on the settlement of transactions with third parties 3,310 ( 18 ) 2,808 ( 33 )

Total realized foreign currency and derivative gain (loss), net $ 9,689 $ ( 32,796 ) $ ( 73,689 ) $ ( 46,709 )

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

(Loss) gain on the settlement of transactions with third parties ( 3,656 ) 3

Total realized foreign currency and derivative loss, net $ ( 37,495 ) $ ( 21,216 )

Unrealized foreign currency and derivative loss, net:

Gain (loss) on the change in fair value of undesignated derivatives $ 54,139 $ ( 3,820 )

(Loss) gain on remeasurement of certain assets and liabilities ( 33,664 ) 22,491

Total unrealized foreign currency and derivative (loss) gain, net $ ( 12,507 ) $ 31,124 $ 63,938 $ 49,594

Total foreign currency and derivative (loss) gain, net $ ( 2,818 ) $ ( 1,672 ) $ ( 9,751 ) $ 2,885

Total unrealized foreign currency and derivative gain, net $ 20,475 $ 18,671

Total foreign currency and derivative loss, net $ ( 17,020 ) $ ( 2,545 )

Lessor Operating Leases

As of September 30, 2025, we owned or held interests in 15,542 properties.

Of the 15,542 properties, 15,205 , or 97.8 %, are single-client properties, and the remainder are multi-client properties.

As of September 30, 2025, 204 properties were available for lease or sale.

As of March 31, 2026, we owned or held interests in 15,571 properties.

Of the 15,571 properties, 15,206 , or 97.7 %, are single-tenant properties, and the remainder are multi-tenant properties.

As of March 31, 2026, 172 properties were available for lease or sale.

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

As of September 30, 2025, most of the properties in our portfolio were leased under net lease agreements where our client pays or reimburses us for property taxes and assessments and carries insurance coverage for public liability, property damage, fire, and extended coverage.

Rent based on a percentage of our clients' gross sales, or percentage rent, for the three months ended September 30, 2025 and 2024 was $ 4.0 million and $ 3.1 million, respectively.

Percentage rent for the nine months ended September 30, 2025 and 2024 was $ 12.6 million and $ 10.8 million, respectively.

As of March 31, 2026, 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.

The following table details our rental revenue for the three months ended March 31, 2026 and 2025 (in thousands):

Three months ended March 31,

Minimum rent $ 1,305,578 $ 1,222,667

Tenant reimbursement income 97,485 87,378

Straight-line rents 41,225 45,512

Above and below-market lease amortization ( 45,684 ) ( 47,634 )

Percentage rent 4,203 5,808

Lease termination income 40,198 921

Other rent 2,087 2,797

Provision for doubtful accounts ( 4,275 ) ( 4,392 )

Total rental revenue (including reimbursements) $ 1,440,817 $ 1,313,057

Stockholders' Equity

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The following is a summary of monthly distributions paid per common share for the periods indicated below:

Nine months ended

September 30,

Three months ended March 31,

January $ 0.2700 $ 0.2640

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March 0.2700 0.2680

April 0.2685 0.2570

May 0.2685 0.2570

June 0.2685 0.2625

July 0.2690 0.2630

August 0.2690 0.2630

September 0.2690 0.2630

$ 0.8100 $ 0.7960

As of September 30, 2025, a distribution of $ 0.2695 per common share was payable and was paid in October 2025.

As of March 31, 2026, a distribution of $ 0.2705 per common share was payable and was paid in April 2026.

At-the-Market ("ATM") Program

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

As of September 30, 2025, we had 14.2 million shares remaining for future issuance under our ATM program.

As of March 31, 2026, we had 132.9 million shares remaining for future issuance under our ATM program.

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

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

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Shares of common stock issued under the ATM program (1)

5,557 4,309 27,938 13,913

Gross proceeds $ — $ 632.0

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Net proceeds $ ( 0.2 ) $ 624.8

(1) During the three and nine months ended September 30, 2025, 13.1 million and 41.3 million shares were sold, respectively.

As of September 30, 2025, 15.1 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $ 58.12 per share.

We currently expect to fully settle forward sale agreements outstanding by December 31, 2025, representing $ 864.2 million in net proceeds, for which the weighted average forward price as of September 30, 2025 was $ 57.17 per share.

(1) During the three months ended March 31, 2026, 8.2 million shares were sold, and no shares were settled pursuant to forward sale confirmations.

As of March 31, 2026, 20.8 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $ 60.07 per share.

We currently expect to fully settle forward sale agreements outstanding by June 30, 2026, representing $ 1.2 billion in net proceeds, for which the weighted average forward price as of March 31, 2026 was $ 58.63 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.

As of September 30, 2025, we had 10.6 million shares remaining for future issuance under our DRSPP program.

As of March 31, 2026, 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):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Shares of common stock issued under the DRSPP program 50 57

Gross proceeds $ 3.1 $ 3.1

Repurchases of Common Stock

We repurchased 1.8 million shares of our common stock during the three months ended March 31, 2026 for an aggregate cost of $ 101.9 million .

As of March 31, 2026 , there was $ 1.9 billion remaining under the share repurchase program authorized by the Board of Directors, which expires in January 2028.

Common Stock Incentive Plan

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 7.7 million and $ 6.4 million during the three months ended September 30, 2025 and 2024, respectively, and $ 21.7 million and $ 22.9 million during the nine months ended September 30, 2025 and 2024, respectively.

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

The issuance is excluded from the sections below, as the awards were not granted under the Realty Income 2021 Incentive Award Plan (the "2021 Plan").

The aggregate fair value of fully vested Spirit awards converted into Realty Income common stock was $ 66.5 million, of which i.) $ 41.7 million related to pre-combination services and is included in the consideration transferred in the merger and ii.) $ 24.8 million of expense was recognized in January 2024 in merger, transaction, and other costs, net related to the value attributable to post-combination services.

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

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $ 11.4 million and $ 5.9 million during the three months ended March 31, 2026 and 2025, respectively.

Restricted Stock and Restricted Stock Units

During the nine months ended September 30, 2025, we granted a total of 324,459 shares of restricted stock and restricted stock units under the 2021 Plan.

This amount included 32,688 shares granted to the independent members of our Board of Directors in connection with our annual awards in May 2025.

During the three months ended March 31, 2026, we granted a total of 264,649 shares of restricted stock and restricted stock units under the Realty Income 2021 Incentive Award Plan (the "2021 Plan").

Restricted stock and restricted stock units granted to employees vest over a service period not exceeding four years , while those granted to directors vest over a period of up to three years based on each director's years of service, and are subject to the director’s continued service through each applicable vesting date.

As of September 30, 2025, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $ 25.0 million, which is being amortized on a straight-line basis over the service period of each applicable award.

As of March 31, 2026, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $ 36.6 million, which is being amortized on a straight-line basis over the service period of each applicable award.

The amount of share-based compensation is based on the fair value of the stock at the grant date.

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Performance Shares

During the nine months ended September 30, 2025, we granted 285,242 performance shares, as well as dividend equivalent rights, to our executive officers.

During the three months ended March 31, 2026, we granted 246,900 performance shares, as well as dividend equivalent rights, to our executive officers.

The performance shares are earned based on our Total Shareholder Return (“TSR”) performance relative to select industry indices and peer groups as well as achievement of certain operating metrics, and vest 50 % as of the date of which the plan administrator determines the achievement of the applicable goals during the applicable three-year performance period and the remaining 50 % on January 1 of the following year, subject to continued service.

As of September 30, 2025, the remaining share-based compensation expense related to the performance shares totaled $ 26.0 million.

As of March 31, 2026, the remaining share-based compensation expense related to the performance shares totaled $ 38.6 million.

The performance shares are recognized on a tranche-by-tranche basis over the service period.

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The following is a reconciliation of the denominator of the basic net income per common share computation to the denominator of the diluted net income per common share computation (shares in thousands):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Weighted average shares used for the basic net income per share computation 931,977 891,666

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Weighted average forward ATM offerings that were anti-dilutive 28 5

Weighted average shares issuable upon conversion of the convertible notes that were anti-dilutive 11,458 —

Supplemental Disclosures of Cash Flow Information

The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands):

Nine months ended

September 30,

Three months ended March 31,

Supplemental disclosures:

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Non-cash activities:

Net decrease in fair value of derivatives $ ( 88,060 ) $ ( 44,050 )

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

Notes payable assumed at fair value $ — $ 2,481,486

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

Net increase (decrease) in fair value of derivatives $ 132,982 $ ( 47,749 )

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

September 30, 2025 September 30, 2024

March 31, 2026 March 31, 2025

Cash and cash equivalents shown in the consolidated balance sheets $ 373,543 $ 319,007

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

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

Property expenses (excluding reimbursements) $ 19,358 $ 19,303

5 unchanged sentences

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

Three months ended September 30,

Three months ended March 31,

Retail $ 910,924 $ 177,200 $ 57,342 $ 1,145,466

2 unchanged sentences

Rental (including reimbursements) $ 1,172,030 $ 194,846 $ 73,941 $ 1,440,817

Other revenue 84,050 59,762

Interest income on financing receivables 32,130

Interest and dividend income on loans and preferred equity investments 70,110

Total revenue $ 1,548,727

Nine months ended September 30,

Retail $ 864,073 $ 138,265 $ 39,280 $ 1,041,618

2 unchanged sentences

Rental (including reimbursements) $ 1,122,888 $ 150,889 $ 39,280 $ 1,313,057

Other revenue 223,688 166,793

Interest income on financing receivables 32,635

Interest and dividend income on loans and preferred equity investments 34,736

Total revenue $ 1,380,505

1 unchanged sentence

(2) Other includes all other property types in our portfolio.

No individual client’s revenue represented more than 10% of our total revenue for each of the three and nine months ended September 30, 2025 and 2024.

No individual client’s revenue represented more than 10% of our total revenue for each of the three months ended March 31, 2026 and 2025.

Long-lived assets include items such as property, plant, equipment and right-of-use assets subject to operating and finance leases.

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Long-lived assets $ 42,298.4 $ 9,516.3 $ 3,744.8 $ 55,559.5 $ 42,337.4 $ 9,322.6 $ 3,280.5 $ 54,940.5

5 unchanged sentences

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

As of September 30, 2025, we had $ 796.5 million of commitments under construction contracts related to development projects, which have estimated rental revenue commencement dates between October 2025 and December 2027.

In addition, as of September 30, 2025, we had commitments of $ 40.5 million for tenant improvements, recurring capital expenditures, and non-recurring building improvements .

As of March 31, 2026, we had $ 736.3 million of commitments under construction contracts related to development projects, which have estimated rental revenue commencement dates between April 2026 and December 2028.

In addition, as of March 31, 2026, we had commitments of $ 42.3 million for tenant improvements, recurring capital expenditures, and building improvements, and had accrued $ 15.2 million in contingent consideration obligations related to leasing activities at four U.K.

retail park properties acquired in 2026.

In March 2026, we closed on a mezzanine loan entered into with a joint venture with a principal balance of $ 375.0 million.

As of March 31, 2026, we have an obligation to fund up to $ 135.6 million over the term of the guarantee on third-party debt related to this loan, in the event of default.

The guarantee is effective through the term of the related loan, which matures in March 2029 and has two 12 -month extension options available.

The guarantee requires fair value measurement.

As such, we recorded the measured amount of $ 4.0 million as a liability at inception, which is included in 'Other liabilities' on our consolidated balance sheets.

As of March 31, 2026, we had approximately $ 390.1 million of unfunded loan commitments related to certain loan investments, under which we are committed to provide funding upon borrower request, subject to satisfaction of customary conditions.

These commitments may be funded over the contractual commitment period and are generally intended to support the financing needs of the borrowers, including project development costs, operational expenditures, and interest obligations.

These commitments are secured by the underlying real estate collateral or pledges of equity interests in the borrowing entities.

Subsequent Events

In October 2025, we declared a dividend of $ 0.2695 per share to our common stockholders, which will be paid in November 2025.

In April 2026, we declared a dividend of $ 0.2705 per share to our common stockholders, which will be paid in May 2026.

Core Plus Fund

On April 1, 2026, we called an additional $ 310.0 million of capital from third-party investors and redeemed $ 183.8 million of the Company's units, resulting in an indirect ownership of 26.8 % in the Fund.

On April 30, 2026, the Fund borrowed $ 177.0 million under its unsecured delayed draw term loan and used the proceeds to repay borrowings under its unsecured revolving credit facility.

Note Issuance

In April 2026, we issued $ 800.0 million of 4.750 % senior unsecured notes due April 2033 (the "Notes").

The public offering price for the Notes was 98.261 % of the principal amount for an effective yield to maturity of 5.047 %.

Interest is paid semi-annually.

In connection with the issuance, we executed a $ 500 million U.S.

Dollar-to-Euro 7-year cross currency swap, resulting in approximately € 436 million of proceeds and an effective fixed-rate, Euro-denominated yield to maturity of approximately 4.07 % and coupon rate of 3.81 %.

On a combined basis, the Notes and related swap resulted in an effective blended yield to maturity of approximately 4.44 % and blended coupon rate of 4.16 %.

ATM Forward Offerings

As of November 3, 2025, we had outstanding forward sale agreements under our ATM program for a total of 17.7 million shares of common stock, representing expected net proceeds of approximately $ 1.0 billion (assuming full physical settlement of such agreements), of which 2.6 million shares were sold in October 2025.

Private Fund Business

We recently launched a perpetual life fund, raising $ 716.0 million of equity commitments from institutional investors.

On October 1, 2025, capital calls of $ 486.4 million were made on these commitments.

Notes Issuance

In October 2025, we issued $ 400.0 million of 3.950 % senior unsecured notes due February 2029 (the "2029 notes") and $ 400.0 million of 4.500 % senior unsecured notes due February 2033 (the "2033 notes").

The public offering price for the 2029 notes was 99.412 % of the principal amount for an effective yield to maturity of 4.143 %, and the public offering price for the 2033 notes was 98.871 % of the principal amount for an effective yield to maturity of 4.685 %.

Interest on the 2029 and the 2033 notes is paid semi-annually.

As of May 6, 2026, we had outstanding forward sale agreements under our ATM program for a total of 23.6 million shares of common stock, representing expected net proceeds of approximately $ 1.4 billion (assuming full physical settlement of such agreements), of which 2.8 million shares were sold in April 2026.

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-Q

Item 1. Financial Statements