What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-11-04 · 224 added, 295 removed, 516 unchanged (50% of the section changed)

2 unchanged sentences

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

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

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

When used in this quarterly report, the words “estimate,” “anticipate,” “assume,” “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plan,” “seek,” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements include discussions of our business, strategy, plans, and the intentions of management;

joint ventures, partnerships, and portfolio including management thereof;

our platform;

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

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

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

operations and results;

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

our share repurchase program;

7 unchanged sentences

inflation and its impact on our clients and us;

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

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

volatility and uncertainty in the credit and financial markets;

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

other risks inherent in real estate, private capital, credit and mezzanine investments, and joint ventures or co-investment ventures, including solvency, defaults under leases, bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments (including rights of first refusal or rights of first offer), and potential damages from natural disasters;

impairments in the value of our real estate assets;

3 unchanged sentences

the loss of key personnel;

the outcome of any legal proceedings to which we are a party or which may occur in the future;

the threat and outcome of any legal proceedings to which we are a party or which may occur in the future;

acts of terrorism and war;

and the anticipated benefits from mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other arrangements.

Additional factors that may cause risks and uncertainties include those risks described in our Annual Report on Form 10-K for the year ended December 31, 2024, including those discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this report and in our other filings with the Securities and Exchange Commission (the "SEC").

Additional factors that may cause risks and uncertainties include those discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K , for the year ended December 31, 2025.

Readers are cautioned not to place undue reliance on forward-looking statements.

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

These forward-looking statements are not guarantees of future plans and performance and speak only as of the date this quarterly report was filed with the Securities and Exchange Commission (the "SEC").

Past operating results and performance are provided for informational purposes and are not a guarantee of future results.

There can be no assurance that historical trends will continue.

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

We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

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

Realty Income (NYSE:

1 unchanged sentence

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

As of September 30, 2025, we have a portfolio of over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and seven other countries in Europe.

As of March 31, 2026, we have a portfolio of over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe.

We are known as “The Monthly Dividend Company ® ” and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time.

Since our founding, we have declared 670 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats ® index for having increased our dividend for over 31 consecutive years.

As of September 30, 2025, we owned or held interests in 15,542 properties, with approximately 349.2 million square feet of leasable space leased to 1,647 clients doing business in 92 separate industries.

Of the 15,542 properties in

our portfolio as of September 30, 2025, 15,205, or 97.8%, were single-client properties, and the remaining were multi–client properties.

Our total portfolio of 15,542 properties as of September 30, 2025 had a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 8.9 years.

Total portfolio annualized base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables) on our leases as of September 30, 2025 was $5.22 billion.

As of September 30, 2025, approximately 31.5% of our total portfolio annualized base rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies.

As of September 30, 2025, our top 20 clients (based on percentage of total portfolio annualized base rent) represented approximately 36.2% of our annualized base rent and 10 of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment grade companies.

Approximately 91% of our annualized retail base rent as of September 30, 2025, is derived from our clients with a service, non-discretionary, and/or low price point component to their business.

Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes and operating expenses totaling $82.5 million and $74.3 million for the three months ended September 30, 2025 and 2024, respectively, and $257.3 million and $227.6 million for the nine months ended September 30, 2025 and 2024, respectively.

As of March 31, 2026, we owned or held interests in 15,571 properties, with approximately 347.6 million square feet of leasable space leased to 1,786 clients doing business in 92 separate industries.

Of the 15,571 properties in our portfolio as of March 31, 2026, 15,206, or 97.7%, were single-tenant properties, and the remaining were multi–client properties.

Our total portfolio of 15,571 properties as of March 31, 2026 had a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 8.7 years.

Total portfolio annualized base rent (defined as our pro-rata share of contractual monthly base rent for all leases in place and exchange rates as of the balance sheet date, multiplied by 12) on our leases as of March 31, 2026 was $5.23 billion.

As of March 31, 2026, approximately 32.0% of our total portfolio annualized base rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies.

As of March 31, 2026, our top 20 clients (based on percentage of total portfolio annualized base rent) represented approximately 35.3% of our annualized base rent and 12 of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment grade companies.

Approximately 91% of our annualized retail base rent as of March 31, 2026, is derived from our clients with a service, non-discretionary, and/or low price point component to their business.

Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes and operating expenses totaling $97.5 million and $87.4 million for the three months ended March 31, 2026 and 2025, respectively.

RECENT DEVELOPMENTS

Increases in Monthly Dividends to Common Stockholders

We have continued our 56-year history of paying monthly dividends by increasing the dividend five times during 2025.

As of October 2025, we have paid 112 consecutive quarterly dividend increases and increased the dividend 132 times since our listing on the New York Stock Exchange (“NYSE”) in 1994.

We have continued our 57-year history of paying monthly dividends by increasing the dividend twice during 2026.

As of May 2026, we have paid 114 consecutive quarterly dividend increases and increased the dividend 134 times since our listing on the NYSE in 1994.

2026 Dividend increases

1 unchanged sentence

1st increase Dec 2025 Jan 2026 $ 0.2700 $ 0.0005

2nd increase Feb 2025 Mar 2025 $ 0.2680 $ 0.0040

3rd increase Mar 2025 Apr 2025 $ 0.2685 $ 0.0005

4th increase Jun 2025 Jul 2025 $ 0.2690 $ 0.0005

5th increase Sep 2025 Oct 2025 $ 0.2695 $ 0.0005

The dividends paid per share during the nine months ended September 30, 2025 totaled $2.4085, as compared to $2.3350 during the nine months ended September 30, 2024, an increase of $0.074, or 3.1%.

The monthly dividend of $0.2695 per share represents a current annualized dividend of $3.234 per share, and an annualized dividend yield of 5.3% based on the last reported sale price of our common stock on the NYSE of $60.79 on September 30, 2025.

2nd increase Mar 2026 Apr 2026 $ 0.2705 $ 0.0005

The dividends paid per share during the three months ended March 31, 2026 totaled $0.8100, as compared to $0.7960 during the three months ended March 31, 2025, an increase of $0.0140, or 1.8%.

The monthly dividend of $0.2705 per share represents a current annualized dividend of $3.246 per share, and an annualized dividend yield of 5.3% based on the last reported sale price of our common stock on the NYSE of $61.18 on March 31, 2026.

Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period.

During the three months ended September 30, 2025, we invested $1.4 billion at an initial weighted average cash yield of 7.7%, including investments in 123 properties, properties under development or expansion, unconsolidated entities, and loans.

During the nine months ended September 30, 2025, we invested $3.9 billion at an initial weighted average cash yield of 7.5%, including investments in 252 properties, properties under development or expansion, unconsolidated entities, and loans.

During the three months ended March 31, 2026, we invested $2.8 billion;

our pro-rata share was $2.6 billion at an initial weighted average cash yield of 7.1%, including investments in 194 properties, properties under development or expansion, unconsolidated entities, and loans.

See notes 3, Investments in Real Estate, 4, Investments in Unconsolidated Entities, and 5, Investments in Loans and Financing Receivables to the consolidated financial statements for further details.

During the three months ended September 30, 2025, we sold 140 properties with total net proceeds received of $214.8 million.

During the nine months ended September 30, 2025, we sold 268 properties with total net proceeds received of $424.2 million.

Establishment of Joint Venture with Apollo

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.

In connection with this initiative, on March 31, we closed a $1.0 billion strategic investment from Apollo in exchange for a 49% interest in a newly formed joint venture which owns an existing portfolio of 492 retail properties contributed by the Company.

Establishment of Joint Venture with GIC

In January 2026, we established a strategic relationship with GIC, a leading global institutional investor, including the formation of a build-to-suit development joint venture with total combined commitments of over $1.5 billion.

During the three months ended March 31, 2026, we sold 97 properties with total net proceeds received of $188.0 million.

Equity Capital Raising

During the three months ended September 30, 2025, we raised $322.7 million of proceeds from the sale of common stock at a weighted average price of $57.54 per share, primarily through the settlement of 5.6 million shares of common stock under our ATM program.

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

Credit Facilities

In April 2025, we closed on the recast and expansion of our multi-currency unsecured credit facilities totaling $5.38 billion, including a $1.38 billion unsecured facility for the Fund.

See note 7 , Credit Facilities and Commercial Paper Programs , to the consolidated financial statements for further details.

Note Issuances

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

In June 2025, we issued €650.0 of 3.375% senior unsecured notes due June 2031 (the “2031 notes”), and €650.0 of 3.875% senior unsecured notes due June 2035 (the “2035 notes”).

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, of which 2.8 million shares were sold in April 2026 (assuming full physical settlement of such agreements).

Note Issuance

In April 2026, we issued $800.0 million of 4.750% senior unsecured notes due April 2033.

See note 10 , Notes Payable , and note 21, Subsequent Events , to the consolidated financial statements for further details.

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

Dollar-to-Euro 7-year cross currency swap, resulting in approximately €436 million of proceeds and a blended coupon rate of 4.16% .

See note 19 , Subsequent Events , to the consolidated financial statements for further details.

Term Loan Issuance

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%.

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 $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.

Portfolio Discussion

Leasing Results

As of September 30, 2025, we had 204 properties available for lease or sale out of 15,542 properties in our portfolio, which represents a 98.7% occupancy rate based on the number of properties in our portfolio.

Our property-level occupancy rate excludes properties with ancillary leases only, such as cell towers and billboards, and properties with possession pending, and includes properties owned by unconsolidated joint ventures.

Below is a summary of our portfolio activity for the periods indicated below:

Three months ended September 30, 2025

Properties available for lease as of June 30, 2025

Lease expirations (1)

Re-leases to same client (225)

Re-leases to new client (17)

Vacant dispositions (106)

Properties available for lease as of September 30, 2025

Nine months ended September 30, 2025

As of March 31, 2026, we had 172 properties available for lease or sale out of 15,571 properties in our portfolio, which represents a 98.9% occupancy rate based on the number of properties in our portfolio.

Our property-level occupancy rates exclude properties with ancillary leases only, such as cell towers and billboards, and properties with possession pending, and include properties owned by unconsolidated joint ventures.

Below is a summary of our portfolio activity for the period indicated below:

Three months ended March 31, 2026

Properties available for lease as of December 31, 2025

3 unchanged sentences

Vacant dispositions (78)

Properties available for lease as of September 30, 2025

(1) Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods indicated above.

During the three months ended September 30, 2025, the new annualized base rent on re-leased units was $70.65 million, as compared to the previous annual rent of $68.29 million on the same units, representing a rent recapture rate of 103.5% on the re-leased units.

During the nine months ended September 30, 2025, the new annualized base rent on re-leased units was $213.70 million, as compared to the previous annual rent of $206.40 million on the same units, representing a rent recapture rate of 103.5% on the re-leased units.

Properties available for lease as of March 31, 2026

(1) Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the period indicated above.

During the three months ended March 31, 2026, the new annualized base rent on re-leased units was $73.3 million, as compared to the previous annual rent of $70.9 million on the same units, representing a rent recapture rate of 103.4% on the re-leased units.

As part of our re-leasing costs, we pay leasing commissions to unrelated, third-party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients.

17 unchanged sentences

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2025, we had $3.5 billion of liquidity, which consists of cash and cash equivalents of $417.2 million, $864.2 million of expected net proceeds from the settlement of outstanding forward sale agreements under our ATM program (assuming full physical settlement of such agreements), and $2.2 billion of availability under our $4.0 billion credit facilities (excluding availability under our $1.38 billion fund credit facility), net of $1.3 billion of borrowing on the credit facilities and after deducting $469.4 million in borrowings under our commercial paper programs.

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

Our primary cash obligations, for the current year and subsequent years, are included in the “Material Cash Requirements” table, which is presented later in this section.

Our primary cash obligations are included in the “Material Cash Requirements” table, which is presented later in this section.

We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common stockholders, primarily through a combination of the following:

6 unchanged sentences

• Credit investment repayments.

In addition to these sources of liquidity, we recently launched a perpetual life fund, raising $716.0 million of equity commitments from institutional investors.

We expect that this initiative will provide additional capital to support our growth objectives and enhance our liquidity position.

In addition to these sources of liquidity, we manage and own our interest in our perpetual life U.S.

Core Plus Fund (the "Fund").

On January 1, 2026, within our Fund, we called $638.0 million of capital from third-party investors and redeemed $408.2 million of the Company's units, resulting in an indirect ownership of 38.5% in the 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.

We seek to hold additional closings during the life of the Fund.

In March 2026, we also established a strategic relationship with Apollo, a high-growth, global alternative asset manager, and closed on $1.0 billion of gross proceeds in exchange for Apollo’s acquisition of a 49% interest in a joint venture that indirectly owns a diversified net lease portfolio comprised entirely of single-tenant retail properties.

We intend to evaluate other opportunities to raise private capital in the future, including potentially through additional funds and/or joint venture opportunities.

We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity are sufficient to meet our liquidity needs for the next twelve months.

1 unchanged sentence

Long-Term Liquidity Requirements

Our goal is to deliver dependable monthly dividends to our stockholders that increase over time.

Our primary goal is to deliver dependable monthly dividends to stockholders that increase over time.

Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, investments in loans to clients, property development, and capital expenditures by issuing common stock, long-term unsecured notes, and term loan borrowings.

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

We may issue common stock when we believe our share price is at a level that allows for the proceeds of an offering to be accretively invested into additional properties or to permanently finance properties that were initially financed by our revolving credit facilities, commercial paper programs, or shorter-term debt securities.

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

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

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

However, there can be no assurance that our efforts will be successful.

Capitalization

As of September 30, 2025, our total capitalization was $85.4 billion.

Total capitalization consisted of $56.1 billion of common equity (based on the September 30, 2025 closing price on the NYSE of $60.79 and assuming the conversion of 2.7 million common units of Realty Income, L.P.), and total outstanding borrowings of $29.3 billion on our credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds and our proportionate share of unconsolidated entities' debt (excluding unamortized deferred financing costs, discounts, and premiums).

As of March 31, 2026, our total capitalization was $87.8 billion.

Total capitalization consisted of $57.2 billion of common equity (based on the March 31, 2026 closing price on the NYSE of $61.18 and assuming the conversion of 2.7 million common units of Realty Income, L.P.), and total outstanding borrowings of $30.5 billion on our credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds and our proportionate share of joint venture debt (excluding unamortized deferred financing costs, discounts, and premiums).

Share Repurchase Program

In February 2025, our Board of Directors authorized a share repurchase program for up to $2.0 billion in shares of our common stock, which will expire in January 2028.

We are authorized to repurchase up to $2.0 billion in shares of our common stock under our share repurchase program, which will expire in January 2028.

Repurchases under the repurchase program may be made at management’s discretion from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, Rule 10b5-1 plans or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements.

The repurchase program does not obligate us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion.

No share repurchases have been made to date under the repurchase program.

During the nine months ended September 30, 2025, we settled approximately 27.9 million shares of common stock previously sold pursuant to forward sale agreements through our ATM program for approximately $1.6 billion of net proceeds.

As of September 30, 2025, we had outstanding forward-sale agreements under our ATM program for a total of 15.1 million shares of common stock, representing approximately $864.2 million in expected net proceeds, which have been executed at a weighted average price of $57.17 per share (assuming full physical settlement of all outstanding shares of common stock, subject to such forward sale agreements and certain assumptions made with respect to settlement dates).

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

In January 2026, we repurchased 1.8 million shares of our common stock for $101.9 million under the repurchase program.

As of March 31, 2026, we had outstanding forward-sale agreements under our ATM program for a total of 20.8 million shares of common stock, representing approximately $1.2 billion in expected net proceeds, which have been executed at a weighted average price of $58.63 per share (assuming full physical settlement of all outstanding shares of common stock, subject to such forward sale agreements and certain assumptions made with respect to settlement dates).

Additionally, as of 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.

Debt Financing Activities

As of September 30, 2025, our total outstanding borrowings of credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $28.7 billion, with a weighted average maturity of 5.6 years and a weighted average interest rate of 3.9%.

As of September 30, 2025, approximately 93% of our total debt was fixed rate debt.

See notes 7 through 10 to the consolidated financial statements for additional information about our outstanding debt, along with our debt financing activities during the nine months ended September 30, 2025 below.

Term Loan Redemptions

In August 2025, we repaid our $300.0 million unsecured term loan in full upon maturity, plus $0.3 million in accrued and unpaid interest.

In June 2025, we repaid our $500.0 million unsecured term loan in full upon maturity, plus $2.3 million in accrued and unpaid interest.

Mortgage Repayments

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

Note Issuances

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

In June 2025, we issued €650.0 million of 3.375% senior unsecured notes due June 2031 and €650.0 million of 3.875% senior unsecured notes due June 2035.

As of March 31, 2026, our total outstanding borrowings of credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $30.0 billion, with a weighted average maturity of 5.4 years and a weighted average interest rate of 3.8%.

As of March 31, 2026, approximately 92% of our total debt was fixed rate debt.

See notes 6 through 8 to the consolidated financial statements for additional information about our outstanding debt, along with our debt financing activities during the three months ended March 31, 2026 below.

Term Loan Issuance

In March 2026, we closed a $693.9 million unsecured term loan due January 2036 with an affiliate of The Goldman Sachs Group, Inc.

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%.

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 $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.

Note Issuance

In April 2026, we issued $800.0 million of 4.750% senior unsecured notes due April 2033.

See note 19 , Subsequent Events , to the consolidated financial statements for further details.

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

Dollar-to-Euro 7-year cross currency swap, resulting in approximately €436 million of proceeds and a blended coupon rate of 4.16% .

See note 19 , Subsequent Events , to the consolidated financial statements for further details.

Note Repayments

In November 2025, we repaid $550.0 million of outstanding 4.625% senior unsecured notes, plus accrued and unpaid interest, upon maturity.

In April 2025, we repaid $500.0 million of outstanding 3.875% senior unsecured notes, plus accrued and unpaid interest, upon maturity.

Credit Facilities

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

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

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

As of September 30, 2025, we had a borrowing capacity of $2.7 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $1.3 billion.

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

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

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

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

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

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)

January 2023 January 2026 $ 500.0

December 2020 March 2026 $ 325.0

Note Covenants

2 unchanged sentences

GAAP"), are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance.

The actual amounts as of September 30, 2025, are:

The actual amounts as of March 31, 2026, are:

Note Covenants

7 unchanged sentences

(1) Our debt service coverage ratio is calculated on a pro forma basis for the preceding four-quarter period on the assumptions that:

(i) the incurrence of any Debt (as defined in the covenants) incurred by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our Debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four quarters and subject to certain additional adjustments.

(i) the incurrence of any Debt (as defined in the covenants) by us since the first day of such four-quarter period and the application of the proceeds therefrom (including to refinance other Debt since the first day of such four-quarter period), (ii) the repayment or retirement of any of our Debt since the first day of such four-quarter period, and (iii) any acquisition or disposition by us of any asset or group since the first day of such four quarters and subject to certain additional adjustments.

Such pro forma ratio has been prepared on the basis required by that debt service covenant, reflects various estimates and assumptions and is subject to other uncertainties, and therefore does not purport to reflect what our actual debt service coverage ratio would have been had transactions referred to in clauses (i), (ii) and (iii) of the preceding sentence occurred as of the first day of four-quarter period, nor does it purport to reflect our debt service coverage ratio for any future period.

Fixed charge coverage is calculated in the same manner as the debt service coverage.

The following is our calculation of debt service and fixed charge coverage as of September 30, 2025 (in thousands, for trailing twelve months):

The following is our calculation of debt service and fixed charge coverage as of March 31, 2026 (in thousands, for trailing twelve months):

Net income attributable to the Company

4 unchanged sentences

pro forma adjustments

gain on sales of real estate

provisions for gains from sales or joint ventures

Income available for debt service, as defined

3 unchanged sentences

The borrowing interest rates under our revolving credit facilities are based upon our ratings assigned by credit rating agencies.

As of September 30, 2025, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds:

As of March 31, 2026, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds:

Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook and Standard & Poor’s Ratings Group has assigned a rating of A- with a “stable” outlook.

In addition, we were assigned the following ratings on our commercial paper as of September 30, 2025:

In addition, we were assigned the following ratings on our commercial paper as of March 31, 2026:

Moody's Investors Service has assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2.

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

Based on our credit rating agency ratings as of March 31, 2026, our credit facilities provide for (i) USD borrowings at Secured Overnight Financing Rate ("SOFR") plus 0.725% and (ii) British Pound Sterling ("GBP") borrowings at the Sterling Overnight Indexed Average (“SONIA”) plus 0.725%, and (iii) Euro ("EUR") borrowings at a benchmark rate selected in accordance with the credit agreement.

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

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

Borrowings under the Fund Credit Facilities bear interest at SOFR plus 0.725%.

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

In addition, a commitment fee of 0.20% is payable on undrawn delayed draw term loan commitments beginning 91 days after the Closing Date.

In addition, our credit facilities provide that the interest rates can range between:

(i) SOFR/SONIA/EURIBOR, plus 1.40% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) SOFR/SONIA/EURIBOR, plus 0.70% if our credit rating is A/A2 or higher.

(i) SOFR/SONIA/Euro Interbank Offered Rate (“EURIBOR”), plus 1.40% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) SOFR/SONIA/EURIBOR, plus 0.70% if our credit rating is A/A2 or higher.

In addition, our credit facilities provide for a facility commitment fee based on our credit ratings, which ranges from:

6 unchanged sentences

Material Cash Requirements

The following table summarizes the maturity of each of our obligations as of September 30, 2025 (in millions):

The following table summarizes the maturity of each of our obligations as of March 31, 2026 (in millions):

2026 2027 2028 2029 2030 Thereafter Total

14 unchanged sentences

(1) The initial terms of the RI Credit Facilities expire in April 2027 and April 2029 and include, at our option, two six-month extensions.

The initial term of the revolving credit facility under the Fund Credit Facilities expires in April 2029 and includes, at our option, two six-month extensions.

(2) Commercial paper programs outstanding were $469.4 million, maturing between October 2025 and November 2025.

The initial term of the Fund Credit Facilities expires in April 2029 and includes, at our option, two six-month extensions.

(2) Commercial paper programs outstanding were $414.9 million, maturing between April 2026 and June 2026.

(3) Interest on the commercial paper programs, term loans, mortgages payable, and senior unsecured notes and bonds has been calculated based on outstanding balances at period end through their respective maturity dates.

1 unchanged sentence

(5) Our clients, who are generally sub-tenant clients under ground leases, are responsible for paying the rent under these ground leases.

(6) “Other” consists of $796.5 million of commitments under construction contracts, $40.5 million for tenant improvements, recurring capital expenditures, and non-recurring building improvements.

(6) “Other” consists of $736.3 million of commitments under construction contracts, $42.3 million for tenant improvements, recurring capital expenditures, and building improvements, and $15.2 million in contingent purchase consideration obligations related to leasing activities at four U.K.

retail park properties acquired in 2026.

In addition to the contractual obligation presented above, as of March 31, 2026, we had approximately $390.1 million of unfunded loan commitments related to certain loan investments.

These commitments are not reflected in the table above, as the timing of the funding is dependent on borrower request and the satisfaction of customary conditions, and therefore cannot be reasonably estimated by period.

See Note 18 Commitments and Contingencies to the consolidated financial statements for further details.

Investments in Unconsolidated Entities

As of September 30, 2025, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million.

As of March 31, 2026, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million.

DIVIDEND POLICY

2 unchanged sentences

In order to maintain our status as a real estate investment trust ("REIT") for federal income tax purposes, we generally are required to distribute dividends to our stockholders aggregating annually at least 90% of our taxable income (excluding net capital gains), and we are subject to income tax to the extent we distribute less than 100% of our taxable income (including net capital gains).

In 2024, our cash distributions to common stockholders totaled $2.69 billion, or approximately 120.1% of our taxable income of $2.24 billion.

In 2025, our cash distributions to common stockholders totaled $2.92 billion, or approximately 159.0% of our estimated taxable income of $1.84 billion.

Certain measures are available to us to reduce or eliminate our tax exposure as a REIT, and accordingly, no provision for U.S.

federal income taxes, other than our taxable REIT subsidiaries (each, a "TRS"), has been made.

Our taxable income reflects non-cash deductions for depreciation and amortization.

Our taxable income is presented to show our compliance with REIT dividend requirements and is not a measure of our liquidity or operating performance.

Our estimated taxable income reflects non-cash deductions for depreciation and amortization.

Our estimated taxable income is presented to show our compliance with REIT dividend requirements and is not a measure of our liquidity or operating performance.

We intend to continue to make distributions to our stockholders that are sufficient to meet this dividend requirement and that will reduce or eliminate our exposure to income taxes.

Furthermore, we believe our cash on hand and funds from operations are sufficient to support our current level of cash distributions to our stockholders.

We distributed $2.409 per share to stockholders during the nine months ended September 30, 2025, representing 75.5% of our diluted Adjusted Funds from Operations Available to Common Stockholders ("AFFO") per share of $3.19.

Future distributions will be at the discretion of our Board of Directors and will depend on, among other things, our results of operations, Funds from Operations Available to Common Stockholders ("FFO"), Normalized Funds from Operations Available to Common Stockholders ("Normalized FFO"), AFFO, cash flow from operations, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, our debt service requirements, and any other factors the Board of Directors may deem relevant.

In addition, our revolving credit facilities contain financial covenants that could limit the amount of distributions payable by us in the event of a default, and which prohibit the payment of distributions on our common stock in the event that we fail to pay when due (subject to any applicable grace period) any principal or interest on borrowings under our revolving credit facilities.

We distributed $0.81 per share to stockholders during the three months ended March 31, 2026, representing 71.7% of our diluted Adjusted Funds from Operations Available to Common Stockholders ("AFFO") per share of $1.13.

Internal Revenue Code of 1986, as amended (the “Code”), our debt service requirements, and any other factors the Board of Directors may deem relevant.

In addition, our RI Credit Facilities contain financial covenants that could limit the amount of distributions payable by us in the event of a default, and which prohibit the payment of distributions on our common stock in the event that we fail to pay when due (subject to any applicable grace period) any principal or interest on borrowings under our RI Credit Facilities.

Distributions of our current and accumulated earnings and profits for federal income tax purposes generally will be taxable to stockholders as ordinary income, except to the extent that we recognize capital gains and declare a capital gains dividend, or that such amounts constitute “qualified dividend income” subject to a reduced rate of tax.

6 unchanged sentences

RESULTS OF OPERATIONS

The following is a comparison of our results of operations for the three and nine months ended September 30, 2025 and 2024.

The following is a comparison of our results of operations for the three months ended March 31, 2026 and 2025.

Total Revenue

The following summarizes our total revenue (in thousands):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

Three months ended March 31,

2026 2025 Change

Rental (excluding reimbursements)

2 unchanged sentences

97,485 87,378 10,107

Interest income on financing receivables 32,130 32,635 (505)

Interest and dividend income on loans and preferred equity investments 70,110 34,736 35,374

5,670 77 5,593

2 unchanged sentences

Rental Revenue (excluding reimbursements)

The table below summarizes the increase in rental revenue (excluding reimbursements) in the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):

Three months ended

September 30,

Number of Properties 2025 2024 Change

Properties acquired during 2025 & 2024

620 $ 90,319 $ 19,756 $ 70,563

Same store rental revenue (1)

14,482 1,162,326 1,146,892 15,434

Constant currency adjustment (2)

N/A (225) (6,402) 6,177

Properties sold during and prior to 2025

578 1,031 13,913 (12,882)

Straight-line rent and other non-cash adjustments N/A 8,754 7,507 1,247

Vacant rents, development and other (3)

440 36,931 40,517 (3,586)

Other excluded revenue (4)

N/A 28,516 (170) 28,686

Revenue from unconsolidated entities (6)

N/A (25,220) (26,767) 1,547

Revenue attributable to noncontrolling interests (7)

N/A 1,553 1,559 (6)

Total $ 1,303,985 $ 1,196,805 $ 107,180

Nine months ended

September 30,

The table below summarizes the increase in rental revenue (excluding reimbursements) in the three months ended March 31, 2026 and 2025 (dollars in thousands):

Three months ended March 31,

Number of Properties 2026 2025 Change

12 unchanged sentences

N/A 40,342 1,398 38,944

Spirit rental revenue (5)

N/A — (47,047) 47,047

Revenue from unconsolidated entities (6)

N/A (76,093) (57,728) (18,365)

Revenue attributable to noncontrolling interests (7)

N/A 4,663 4,677 (14)

Total $ 1,343,332 $ 1,225,679 $ 117,653

(1) The same store rental revenue percentage increased by 1.3% for both the three and nine months ended September 30, 2025 as compared to the same periods in 2024.

(2) For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of September 30, 2025.

(3) Relates to the aggregate of (i) rental revenue from 319 properties that were available for lease during part of 2025 or 2024 for the three and nine months ended September 30, 2025, respectively and (ii) rental revenue for 121 properties under development or completed developments that do not meet our same store pool definition for the three and nine months ended September 30, 2025, respectively.

(1) For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of March 31, 2026.

(2) Relates to the aggregate of (i) rental revenue from 262 properties that were available for lease during part of 2026 or 2025 for the three months ended March 31, 2026 and (ii) rental revenue for 103 properties under development or completed developments that do not meet our same store pool definition for the three months ended March 31, 2026.

(3) "Other excluded revenue" primarily consists of reimbursements related to lease termination fees and other settlement income.

(5) Amounts for the nine months ended September 30, 2024 represent rental revenue from Spirit properties, which were not included in our financial statements prior to the close of the merger with Spirit on January 23, 2024.

(6) Represents our pro-rata share of rental revenue from properties owned by unconsolidated joint ventures.

(7) Represents the portion of rental revenue attributable to noncontrolling interest based on their pro-rata ownership.

For purposes of determining the same store rent property pool, we include all properties that were owned for the entire year-to-date period, for both the current and prior year, except for properties during the current or prior year that;

3 unchanged sentences

base rent increases tied to inflation (typically subject to ceilings), percentage rent based on a percentage of the clients’ gross sales, fixed increases, or a combination of two or more of the aforementioned rent provisions.

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

Rent based on a percentage of our clients' gross sales, or percentage rent, was $12.6 million and $10.8 million for the nine months ended September 30, 2025 and 2024, respectively.

Rent based on a percentage of our clients' gross sales, or percentage rent, was $4.2 million and $5.8 million for the three months ended March 31, 2026 and 2025, respectively.

Percentage rent represents less than 1% of rental revenue.

As of September 30, 2025, our portfolio of 15,542 properties was 98.7% leased with 204 properties available for lease or sale, as compared to 98.7% leased with 196 properties available for lease as of September 30, 2024.

As of March 31, 2026, our portfolio of 15,571 properties was 98.9% leased with 172 properties available for lease or sale, as compared to 98.5% leased with 231 properties available for lease as of March 31, 2025.

It has been our experience that approximately 1% to 4% of our property portfolio will be available for lease at any given time;

2 unchanged sentences

A number of our leases provide for contractually obligated reimbursements from clients for recoverable real estate taxes and operating expenses.

Contractually obligated reimbursements by our clients increased by $8.2 million and $29.7 million for the three and nine months ended September 30, 2025 as compared to the same period in 2024, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio.

Other Revenue

The following summarizes our total other revenue (in thousands):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

Contractually obligated reimbursements by our clients increased by $10.1 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio.

Interest Income on Financing Receivables

Interest income on loans and preferred equity investments 50,612 27,691 22,921 124,242 71,791 52,451

Other 1,129 734 395 2,794 2,291 503

$ 84,050 $ 59,762 $ 24,288 $ 223,688 $ 166,793 $ 56,895

Total other revenue increased by $24.3 million and $56.9 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher interest income on loans due to growth in our loan portfolio.

Interest income on financing receivables decreased by $0.5 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to lower interest income on certain sale-leaseback transactions.

Interest and Dividend Income on Loans and Preferred Equity Investments

Interest and dividend income on loans and preferred equity investments increased by $35.4 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily driven by growth in our loan and preferred equity portfolio.

Other Revenue

Other revenue increased by $5.6 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher solar electricity tax credits received during the quarter.

The following summarizes our total expenses (in thousands):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

Three months ended March 31,

2026 2025 Change

Depreciation and amortization $ 630,275 $ 608,935 $ 21,340

9 unchanged sentences

General and administrative expenses as a percentage of total revenue (1)

4.0 % 3.3 % 3.7 % 3.5 %

Property expenses (excluding reimbursements) as a percentage of total revenue (1)

1.7 % 1.4 % 1.6 % 1.5 %

(1) Excludes client reimbursements.

Depreciation and Amortization

Depreciation and amortization increased by $29.6 million and $99.8 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to the acquisitions of properties in 2024 and 2025, which were partially offset by property dispositions.

Depreciation and amortization increased by $21.3 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to the acquisitions of properties in 2025 and 2026, which were partially offset by property dispositions.

Interest Expense

The following is a summary of the components of our interest expense (in thousands):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

Three months ended March 31,

2026 2025 Change

Interest on our revolving credit facilities, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps

3 unchanged sentences

Gain on interest rate swaps (1,854) (1,905) 51

Amortization of net mortgage discounts (premiums) 74 51 23 211 (18) 229

Amortization of net note discounts (premiums) 1,222 242 980 2,783 (3,883) 6,666

Amortization of net mortgage and note discounts 6,320 717 5,603

Capital lease obligation 1,219 524 695

4 unchanged sentences

Weighted average interest rates 3.82 % 3.94 %

Interest expense increased by $33.2 million, or 12.7%, and $97.9 million, or 13.1%, for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher average borrowings and increased amortization of note premiums and discounts, as well as deferred financing costs, partially offset by lower weighted average interest rates.

Interest expense increased by $23.6 million, or 8.8%, for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher average borrowings in 2026, as well as higher amortization of mortgage and note premiums and discounts and deferred financing costs.

See notes to the accompanying consolidated financial statements for additional information regarding our indebtedness.

1 unchanged sentence

Property expenses (excluding reimbursements) consist of costs associated with properties available for lease, non-net-leased properties and general portfolio expenses and include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections and legal fees.

Property expenses (excluding reimbursements) increased by $6.3 million and $9.7 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to a greater number and mix of properties available for lease, including more non-retail properties with higher maintenance and security costs.

Property expenses (excluding reimbursements) increased by $0.1 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to the volume of asset acquisitions during the period resulting in higher repairs and maintenance costs, offset by lower insurance premiums.

Property Expenses (reimbursements)

Property expenses (reimbursements) consist of property taxes and operating costs paid on behalf of our clients.

Property expenses (reimbursements) increased by $8.2 million and $29.7 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio.

Property expenses (reimbursements) increased by $10.1 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio.

General and Administrative Expenses

General and administrative expenses increased by $13.2 million and $20.6 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily due to higher employee costs and professional fees as we continue to invest in our people and our platform.

General and administrative expenses are expenditures related to the operations of our company, including employee-related costs, professional fees, and other general overhead costs associated with running our business.

General and administrative expenses increased by $14.8 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher employee costs as we continue to invest in our people and our platform.

Provisions for Impairment

The following table summarizes our provisions for impairment during the periods indicated below (in thousands):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

Three months ended March 31,

2026 2025 Change

Provisions for impairment of real estate $ 90,165 $ 97,418 $ (7,253)

1 unchanged sentence

Provisions for impairment $ 129,268 $ 116,589 $ 12,679

Provisions for impairment of real estate increased by $42.2 million and $106.5 million during the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, due primarily to properties that were sold or are more likely than not to be sold in the next twelve months as well as properties leased to clients in bankruptcy.

Provisions for credit losses decreased by $52.2 million and $42.5 million during the three and nine months ended September 30, 2025 as compared to the same periods in 2024, primarily due to lower credit losses recognized on financing receivables for distressed clients accounted for under sales leaseback transactions.

Provisions for impairment of real estate decreased by $7.3 million during the three months ended March 31, 2026 as compared to the same period in 2025.

The decrease is primarily due to larger impairments recorded in 2025 related to properties leased to clients in bankruptcy.

The impairment charges in the current period primarily relate to properties that are vacant or more likely than not to be sold over the next twelve months.

Provisions for credit losses increased by $19.9 million during the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to higher initial expected credit losses on loans acquired during the three months ended March 31, 2026.

Merger, Transaction, and Other Costs, Net

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

During the three and nine months ended September 30, 2024, we incurred $8.6 million and $105.5 million, respectively, of merger, transaction, and other costs, net consisting primarily of transaction and integration-related costs related to Spirit and $5.1 million for each of the respective periods related to the lease termination of a legacy corporate facility.

Merger, transaction, and other costs, net increased by $10.5 million for the three months ended March 31, 2026, as compared with the same period in 2025, primarily due to expensed acquisition costs and placement fees incurred in fundraising for the Fund.

Gain on Sales of Real Estate

The following summarizes our property dispositions (dollars in thousands):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 Change 2025 2024 Change

Three months ended March 31,

2026 2025 Change

Number of properties sold 97 55 42

1 unchanged sentence

Gain on sales of real estate $ 35,642 $ 22,537 $ 13,105

Foreign Currency and Derivative (Loss) Gain, net

Foreign Currency and Derivative Loss, Net

We borrow in the functional currencies of the countries in which we invest.

1 unchanged sentence

Derivative gain and loss are primarily related to mark-to-market adjustments on derivatives that do not qualify for hedge accounting and settlement of designated derivatives reclassified from Accumulated Other Comprehensive Income ("AOCI").

Foreign currency and derivative (loss) gain, net was a loss of $2.8 million and $9.8 million for the three and nine months ended September 30, 2025, compared to a loss of $1.7 million and a gain of $2.9 million for the same periods in 2024, respectively, primarily due to the impact of foreign currency fluctuations, largely offset by derivative hedges.

Foreign currency and derivative loss, net increased by $14.5 million, primarily due to the impact of foreign currency fluctuations on our foreign-denominated assets and liabilities, as well as derivative instruments we executed to reduce the effect of these fluctuations.

Equity in Earnings of Unconsolidated Entities

Equity in earnings of unconsolidated entities was $3.1 million and $10.7 million for the three and nine months ended September 30, 2025 as compared to $5.1 million and $5.4 million for the same periods in 2024, respectively, primarily attributable to an increase in earnings in our data center development joint venture, which commenced leasing in 2024.

Equity in earnings of unconsolidated entities decreased by $1.7 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily attributable to a gain on sale from an easement within our data center joint venture recorded in 2025 with no comparable gain recorded in 2026.

Other Income, Net

Other income, net increased by $5.3 million and $8.3 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, primarily from higher interest earned on cash and cash equivalent balances due to an increase in average daily bank balances, in addition to higher miscellaneous other income.

Other income, net increased by $7.9 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily due to a non-recurring insurance commutation gain realized during the quarter.

Income taxes primarily consist of international income taxes accrued or paid by us and our subsidiaries, as well as state and local taxes.

The increase of $8.5 million and $17.0 million in income taxes for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, is primarily attributable to higher taxable income in the U.K.

and Europe and higher state franchise taxes.

Preferred Stock Dividends

The decrease in preferred stock dividends of $2.6 million and $7.8 million for the three and nine months ended September 30, 2025 as compared to the same periods in 2024, respectively, is due to the issuance of Realty Income Series A Preferred Stock during the nine months ended September 30, 2024 in connection with the Merger.

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

The increase of $10.5 million in income taxes for the three months ended March 31, 2026 as compared to the same period in 2025 is primarily attributable to higher taxable income in the U.K.

Net Income Attributable to Noncontrolling Interests

Net income attributable to noncontrolling interests increased by $7.5 million for the three months ended March 31, 2026 as compared to the same period in 2025, primarily attributable to the launch of the Fund in the fourth quarter of 2025.

NON-GAAP FINANCIAL MEASURES

Adjusted Earnings before Interest, Taxes, Depreciation and Amortization for Real Estate ("Adjusted EBITDA re ")

Nareit established an EBITDA metric for real estate companies (i.e., EBITDA for real estate, or EBITDA re ) it believed would provide investors with a consistent measure to help make investment decisions among REITs.

Our definition of “Adjusted EBITDA re ” is generally consistent with the Nareit definition, other than our adjustment to remove foreign currency and derivative gain and loss and merger, transaction, and other costs, net.

We define Adjusted EBITDA re , a non-GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) provisions for impairment, (v) merger, transaction, and other costs, net, (vi) gain on sales of real estate, (vii) foreign currency and derivative gain and loss, net, and (viii) our proportionate share of adjustments from unconsolidated entities.

We define Adjusted EBITDA re , a non-GAAP financial measure, for the most recent quarter as earnings (net income) before (i) interest expense, (ii) income taxes, (iii) depreciation and amortization, (iv) executive severance charge, (v) provisions for impairment, (vi) merger, transaction, and other costs, net, (vii) gain on sales of real estate, (viii) foreign currency and derivative gain and loss, net, and (ix) equity in earnings of unconsolidated entities.

Our Adjusted EBITDA re may not be comparable to Adjusted EBITDA re reported by other companies or as defined by Nareit, and other companies may interpret or define Adjusted EBITDA re differently than we do.

Management believes Adjusted EBITDA re to be a meaningful measure of a REIT’s performance because it provides a view of our operating performance, analyzes our ability to meet interest payment obligations before the effects of income tax, depreciation and amortization expense, provisions for impairment, gain on sales of real estate and other items, as defined above, that affect comparability, including the removal of non-recurring and non-cash items that industry observers believe are less relevant to evaluating the operating performance of a company.

In addition, EBITDA re is widely followed by industry analysts, lenders, investors, rating agencies, and others as a means of evaluating the operational cash generating capacity of a company prior to servicing debt obligations.

Management also believes the use of an annualized quarterly Adjusted EBITDA re metric, which we refer to as Annualized Adjusted EBITDA re , is meaningful because it represents our current earnings run rate for the period presented.

Annualized Adjusted EBITDA re and Annualized Pro Forma Adjusted EBITDA re , as defined below, are also used to determine the vesting of performance share awards granted to executive officers.

Annualized Adjusted EBITDA re should be considered along with, but not as an alternative to net income as a measure of our operating performance.

In addition, EBITDA re is widely followed by industry analysts, lenders, investors, rating agencies, and others as a means of evaluating the operating performance of business activities prior to servicing debt obligations.

Management also believes the use of an Annualized Adjusted EBITDA re metric is meaningful because it represents our current earnings run rate for the period presented.

Adjusted EBITDA re should be considered along with, but not as an alternative to net income as a measure of our operating performance.

We define Annualized Pro Forma Adjusted EBITDA re as Annualized Adjusted EBITDA re , subject to certain adjustments to incorporate Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, and include transaction accounting adjustments in accordance with U.S.

GAAP, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable period.

Our calculation includes all adjustments consistent with the requirements to present Adjusted EBITDA re on a pro forma basis in accordance with Article 11 of Regulation S-X.

The Annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes.

We believe Annualized Pro Forma Adjusted EBITDA re is a useful non-GAAP supplemental measure, as it excludes investments that were no longer owned at the balance sheet date and includes the annualized rent from investments acquired during the quarter.

Management also uses our ratios of Net Debt/Annualized Adjusted EBITDA re and Net Debt/Annualized Pro Forma Adjusted EBITDA re as measures of leverage in assessing our financial performance, which is calculated as net debt (which we define as total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents), divided by annualized quarterly Adjusted EBITDA re and annualized Pro Forma Adjusted EBITDA re , respectively.

GAAP, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable quarter.

Our calculation includes all adjustments consistent with the requirements to present Annualized Adjusted EBITDA re on a pro forma basis in accordance with Article 11 of Regulation S-X.

Management also uses our ratio of Net Debt/Annualized Pro Forma Adjusted EBITDA re as measures of leverage in assessing our financial performance, which is calculated as net debt (which we define as total debt, excluding deferred financing costs and net discounts, less consolidated cash and cash equivalents), divided by Annualized Pro Forma Adjusted EBITDA re .

The ratio of our net debt to our Annualized Pro Forma Adjusted EBITDA re is also used to determine vesting of performance share awards granted to our executive officers.

The following is a reconciliation of net income (which we believe is the most comparable U.S.

GAAP measure) to Adjusted EBITDA re and Annualized Pro Forma EBITDA re calculations for the periods indicated below (dollars in thousands):

GAAP measure) to Adjusted EBITDA re and Annualized Pro Forma Adjusted EBITDA re calculations for the period indicated below (dollars in thousands):

Three months ended

September 30,

Net income $ 320,935

2 unchanged sentences

Depreciation and amortization 630,275

Executive severance charge (1)

Provisions for impairment 129,268

2 unchanged sentences

Foreign currency and derivative loss, net 17,020

Proportionate share of adjustments from unconsolidated entities 19,692 20,340

Quarterly Adjusted EBITDA re

$ 1,341,679 $ 1,227,058

Equity in earnings of unconsolidated entities (2,669)

Adjusted EBITDA re

Annualized Adjusted EBITDA re (2)

$ 5,366,716 $ 4,908,232

Annualized Pro Forma Adjustments $ 143,520

Annualized Pro Forma Adjusted EBITDA re

$ 5,384,440 $ 4,937,579

Total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts $ 28,678,459 $ 26,437,045

Proportionate share of unconsolidated entities debt, excluding deferred financing costs 659,190 659,190

Total debt per the consolidated balance sheets, excluding deferred financing costs and net discounts $ 29,958,566

Cash and cash equivalents (373,543)

$ 28,920,476 $ 26,699,279

Net Debt/Annualized Adjusted EBITDA re

Net Debt/Annualized Pro Forma Adjusted EBITDA re

(1) We calculate Annualized Adjusted EBITDA re by multiplying the Quarterly Adjusted EBITDA re by four.

(2) Net Debt is total debt per our consolidated balance sheets, excluding deferred financing costs and net premiums and discounts, but including our proportionate share of debt from unconsolidated entities, less cash and cash equivalents.

(1) The executive severance charge reflects certain benefits related to our Chief Legal Officer's expected departure in September 2026.

(2) We calculate Annualized Adjusted EBITDA re by multiplying the Adjusted EBITDA re for the applicable quarter by four.

(3) Net Debt is total debt, excluding deferred financing costs and net discounts, less consolidated cash and cash equivalents.

As described above, the Annualized Pro Forma Adjustments, which include transaction accounting adjustments in accordance with U.S.

GAAP, consist of adjustments to incorporate the Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the periods, consistent with the requirements of Article 11 of Regulation S-X.

The annualized Pro Forma Adjustments are consistent with the debt service coverage ratio calculated under financial covenants for our senior unsecured notes.

The following table summarizes our Annualized Pro Forma Adjustments related to our Annualized Pro Forma Adjusted EBITDA re calculation for the periods indicated below (in thousands):

GAAP, consist of adjustments to incorporate the Adjusted EBITDA re from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDA re from investments we disposed of during the applicable quarter, giving pro forma effect to all transactions as if they occurred at the beginning of the applicable quarter, consistent with the requirements of Article 11 of Regulation S-X.

The following table summarizes our Annualized Pro Forma Adjustments related to our Annualized Pro Forma Adjusted EBITDA re calculation for the period indicated below (in thousands):

Three months ended

September 30,

Annualized pro forma adjustments from investments acquired or stabilized $ 155,758

6 unchanged sentences

The following summarizes our FFO and Normalized FFO (in millions, except per share data):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 % Change 2025 2024 % Change

Three months ended March 31,

2026 2025 % Change

FFO available to common stockholders

13 unchanged sentences

Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (in thousands, except per share amounts):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

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

10 unchanged sentences

Merger, transaction, and other costs, net (1)

13,343 8,610 13,953 105,468

Normalized FFO available to common stockholders $ 1,004,388 $ 937,934

1 unchanged sentence

Diluted Normalized FFO $ 1,006,421 $ 940,359

FFO per common share, basic and diluted $ 1.07 $ 0.98 $ 3.18 $ 2.99

FFO per common share：

Basic $ 1.07 $ 1.05

Diluted $ 1.06 $ 1.05

Normalized FFO per common share:

7 unchanged sentences

Diluted 937,128 895,033

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

Private Fund Business.

(1) During the three months ended March 31, 2026, we incurred $10.8 million of merger, transaction, and other costs, net, primarily consisting of costs incurred directly attributable to acquisitions during the quarter and placement fees incurred in fundraising for the U.S.

Core Plus Fund.

ADJUSTED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS

2 unchanged sentences

The following summarizes our AFFO (in millions, except per share data):

Three months ended

September 30, Nine months ended

September 30,

2025 2024 % Change 2025 2024 % Change

Three months ended March 31,

2026 2025 % Change

AFFO available to common stockholders

17 unchanged sentences

Three months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

Three months ended March 31,

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

5 unchanged sentences

Amortization of acquired interest rate swap value (2)

2,251 3,711 9,517 10,225

Capital expenditures from operating properties:

6 unchanged sentences

Amortization of above and below-market leases, net 13,880 15,326

Deferred tax expense 3,829 — 4,138 —

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

Proportionate share of adjustments for unconsolidated entities (454) 37

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

Executive severance charge (3)

Other adjustments (4)

(1,465) 4,279 2,146 5,064

AFFO available to common stockholders $ 1,057,553 $ 949,716

10 unchanged sentences

(1) See reconciling items for Normalized FFO presented under “Funds from Operations Available to Common Stockholders and Normalized Funds from Operations Available to Common Stockholders".

(2) Includes the amortization of the purchase price allocated to interest rate swaps acquired in the Merger.

(3) Includes non-cash foreign currency losses (gains) from remeasurement to USD, mark-to-market adjustments on investments and derivatives that are non-cash in nature, obligations related to financing lease liabilities, and adjustments allocable to noncontrolling interests.

(2) Includes the amortization of the purchase price allocated to interest rate swaps acquired in the merger with Spirit.

(3) The executive severance charge reflects certain benefits related to our Chief Legal Officer's expected departure in September 2026.

(4) Includes primarily non-cash foreign currency losses (gains) from remeasurement to USD, mark-to-market adjustments on investments and derivatives that are non-cash in nature, obligations related to financing lease liabilities, and adjustments allocable to noncontrolling interests.

PROPERTY PORTFOLIO INFORMATION

As of September 30, 2025, most of the properties in our portfolio were leased under net lease agreements.

As of March 31, 2026, most of the properties in our portfolio were leased under net lease agreements.

A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance.

1 unchanged sentence

(1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients' gross sales above a specified level.

We define total portfolio annualized base rent as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables, as of the balance sheet date, multiplied by 12, excluding percentage rent, interest income on loans and preferred equity investments, and including our pro rata share of such revenues from properties owned by unconsolidated joint ventures.

We believe total portfolio annualized base rent is a useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter.

Total portfolio annualized base rent has not been reduced to reflect reserves recorded as adjustments to U.S.

GAAP rental revenue in the periods presented.

We define total portfolio annualized base rent as our pro-rata share of contractual monthly base rent for all leases in place and exchange rates as of the balance sheet date, multiplied by 12, and excluding percentage rent and income on loans and preferred equity investments.

If there is a rent abatement, we annualize the first monthly contractual base rent following the free rent period.

Total annualized base rent has not been reduced to reflect reserves recorded as reductions to GAAP rental revenue in the periods presented.

We believe total annualized base rent is a useful supplemental operating measure, as it excludes properties that were no longer owned at the balance sheet date and includes the annualized rent from properties acquired during the quarter.

Top 20 Industry Concentrations

We are engaged in a single business activity, which is the leasing of property to clients, generally on a net basis.

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

That business activity spans various geographic boundaries and includes property types and clients engaged in various industries.

1 unchanged sentence

Percentage of Total Portfolio Annualized Base Rent by Industry

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025 (1)

Grocery 11.0% 11.1%

3 unchanged sentences

Restaurants-Quick Service 4.8 4.8

Health and Fitness 4.5 4.3

Drug Stores 4.4 4.7

Automotive Service 4.3 4.3

Drug Stores 4.2 4.3

Health and Fitness 4.2 4.4

Restaurants-Casual Dining 3.8 3.8

2 unchanged sentences

Home Furnishings 3.0 2.8

Transportation Services 2.9 2.9

Health Care 2.7 2.7

Sporting Goods 2.4 2.3

Apparel Stores 2.5 2.6

Transportation Services 2.3 2.3

Sporting Goods 2.5 2.4

Wholesale Clubs 2.1 2.2

Theaters 2.0 2.1

Entertainment 1.9 1.8

Motor Vehicle Dealerships 1.9 1.7

Entertainment 1.9 1.9

Theaters 1.8 1.9

(1) Annualized Base Rent percentages have been recast to conform to the current period presentation.

Property Type Composition

The following table sets forth certain property type information regarding our property portfolio as of September 30, 2025 (dollars and square footage in thousands):

The following table sets forth certain property type information regarding our property portfolio as of March 31, 2026 (dollars and square footage in thousands):

Property Type Number of

6 unchanged sentences

Total 15,571 347,628 $ 5,225,168 100.0 %

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

Excludes 2,962 acres of leased land categorized as agriculture as of September 30, 2025.

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

Excludes 2,962 acres of leased land categorized as agriculture as of March 31, 2026.

(2) "Other" primarily includes 27 properties classified as agriculture with $35.8 million in annualized base rent, 15 properties classified as office with $33.3 million in annualized base rent, 21 properties classified as country clubs with $28.0 million in annualized base rent, and three properties classified as data centers with $24.6 million in annualized base rent, as well as one land parcel under development.

Client Diversification

The following table sets forth the 20 largest clients in our property portfolio, expressed as a percentage of total portfolio annualized base rent, which does not give effect to deferred rent or interest earned on loans and preferred equity investments, as of September 30, 2025:

Client Number of

Leases Percentage of Portfolio Annualized Base Rent (1)

7-Eleven 807 3.3 %

Leases Percentage of Total Portfolio Annualized Base Rent (1)

Dollar General 1,829 3.3 %

7-Eleven 803 3.2

Walgreens 396 3.1

Family Dollar 1,253 2.6

Life Time Fitness 42 2.2

EG Group 414 2.0

Wynn Resorts 1 2.0

Life Time Group 41 2.1

(B&Q) Kingfisher 73 2.0

Wynn Resorts 1 2.0

EG Group 414 1.9

Sainsbury's 40 1.5

1 unchanged sentence

Tractor Supply 255 1.4

CVS Pharmacy 209 1.2

MGM (Bellagio) 1 1.2

LA Fitness 63 1.1

CVS Pharmacy 207 1.1

Carrefour 43 1.1

Home Depot 41 0.9

AMC Theatres 39 1.0

Walmart / Sam's Club 62 0.9

Decathlon 85 0.9

Total 5,740 35.3 %

1 unchanged sentence

therefore, the individual percentages may not sum to the total.

(2) Represents our proportionate share of the annualized base rent of the unconsolidated joint venture.

Lease Expirations

The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio (excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized base rent as of September 30, 2025 (dollars and square footage in thousands):

Total Portfolio (1)

18 unchanged sentences

Total 16,731 695 $ 5,225,168 100.0 %

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

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

Geographic Diversification

The following table sets forth certain geographic information regarding our property portfolio as of September 30, 2025 (square footage in thousands):

The following table sets forth certain geographic information regarding our property portfolio as of March 31, 2026 (square footage in thousands):

Number of Properties

58 unchanged sentences

Italy 87 100 4,034 1.1

Netherlands 2 100 2,915 0.5

Poland 4 100 3,551 0.5

14 unchanged sentences

There have been no material changes to the Critical Accounting Policies disclosed in our annual report on Form 10-K for the year ended December 31, 2025.

This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in note 1, Summary of Significant Accounting Policies and Procedures and New Accounting Standards, to our consolidated financial statements in our annual report.

This summary should be read in conjunction with the more complete discussion of our accounting policies and procedures included in note 1 , Summary of Significant Accounting Policies , to our consolidated financial statements in our annual report.

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 2. Management’s Discussion and Analysis