Added10-Q 2026-11-03 vs 10-K 2026-02-25
Form 10-K for the year ended December 31, 2025, as our business, financial condition and results of operations
ORealty Income
Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies®. Founded in 1969, we serve our clients as a full-service real estate capital provider. 10-K, Item 1
- Headquarters
- San Diego, CA
- CEO
- Sumit Roy
- Next results
- around Feb 23, 2027
19 paragraphs in Risk Factors of the 10-K filed Feb 25, 2026 with nothing like them in the 10-K filed Feb 25, 2025. Quoted exactly. Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 29 Real estate companies: a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it. A paragraph most of them have is marked boilerplate. No line means no other company has one like it. This counts text; it does not say how serious a risk is.
•Property damage or casualty losses, including physical or weather-related damage to properties;
Similar paragraph at 1 of 29 other Real estate companies: KIMRead in the 10-K ↗
•The need to periodically renovate and repair our properties including capital expenditures, any of which may be unanticipated or result from changing regulations or building performance standards;
•Risks assumed as manager or financier for development or redevelopment projects;
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•Acts of God, terrorism or war, and other factors beyond the control of our management.
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•New investment verticals may be outside our core expertise and subject our investments to new and different business risks and exposures;
•New investment verticals or transaction structures may be more inherently speculative or carry a higher degree of risk to us than our traditional investment verticals or transaction structures, thereby potentially increasing our overall risk profile and volatility;
•Lending and related transaction structures may subject us to new regulatory regimes, more attenuated remedies and recourse, and compliance risk;
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•Our agreements may contain certain exclusivity provisions or other restrictive covenants that may limit our flexibility to respond to other opportunities or financings or to optimize the terms of other transactions;
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Our loans and investments, including in subordinated debt, expose us to risks associated with debt-oriented real estate investments generally.
We invest in debt instruments relating to real estate-related assets, which subject us to additional potential risks, including with respect to fluctuations in the value of the underlying assets, the risks of delinquency or defaults by borrowers, increased regulatory burdens or risks associated with lending, fluctuations in interest rates and credit spreads, loan repayment timing, the limitations on our rights with respect to, or control of, the underlying assets, risk of cost overruns, and increased illiquidity of the investments in light of the limited market for such investments. In addition, certain of our investments in debt instruments are subordinated, which can significantly reduce our ability to control decisions with respect to underlying assets or foreclosure, and, if a borrower were to default, the claims under our debt instrument would only be satisfied after senior debt is paid in full. As a result, a partial loss in the value of the underlying collateral can result in a total loss of the value of the debt instruments. For more information regarding the risks related to defaults by our borrowers, see “---The bankruptcy or insolvency of a client, borrower or guarantor could result in the termination of the lease agreement, loan agreement, or guarantee, as applicable.”
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Many of our properties are also covered by flood and earthquake insurance policies (subject to substantial deductibles) obtained and paid for by our clients as part of their risk management programs. Additionally, we have
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The success of our business is dependent on the financial stability of the clients occupying our properties. A default of a client on its lease payments may cause us to lose anticipated revenue from an investment property.
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6 more
•Global economic (e.g., inflation, fluctuations in interest rates or foreign exchange rates, economic downturns or recessions), political and financial market conditions including as a result of geopolitical tensions and instability;
•Trade disputes, supply chain disruptions, the possibility of changes to international trade agreements, tariffs and other regulatory actions;
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The bankruptcy or insolvency of a client, borrower or guarantor could result in the termination of the lease agreement, loan agreement, or guarantee, as applicable.
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the amount of dividends or other distributions payable to holders of our common stock and any outstanding preferred stock or the amount of interest and principal we are able to pay on our indebtedness, or prevent us from paying those dividends, other distributions, interest or principal altogether, and may adversely affect our ability to qualify, or prevent us from qualifying, as a REIT.
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•Tariffs, trade disputes, geopolitical tensions and instability, and other macroeconomic developments;
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Further, we also rely on innovation in our IT and our use of or inability to adopt and deliver new technological capabilities and enhancements in line with strategic objectives, including artificial intelligence and machine learning, may put us at a competitive disadvantage (including delayed implementation and utilization that causes us to lag behind our competitors); cause us to miss opportunities to innovate or achieve efficiencies; or adversely impact our business, reputation, results of operations, and financial condition. The use of emerging technologies, including artificial intelligence, entails risks including risks relating to the possibility of intellectual property infringement or misappropriation; data privacy; potential for inaccuracy; bias; new or enhanced governmental or regulatory scrutiny, requirements, litigation, or other liability; ethical concerns; negative perceptions as to automation and artificial intelligence; cybersecurity concerns; or other complications or liabilities that could adversely affect our business, reputation, results of operations, or financial results.
Similar paragraph at 1 of 29 other Real estate companies: PSARead in the 10-K ↗
Historically, there have been periods where the global equity and credit markets have experienced significant price volatility, dislocations and liquidity disruptions, which have caused market prices of equity and debt securities to fluctuate substantially and the spreads on prospective debt financings to widen considerably. These circumstances
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New in the latest 10-Q
123 paragraphs in the 10-Q filed Nov 3, 2026 with nothing like them in the 10-Q filed Aug 6, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
10-Q
As of October 28, 2026, there were 950,997,048 shares of common stock outstanding.
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Acquisition, Development and Construction ("ADC") Arrangements. We originate loans to third-party
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borrowers for the acquisition, development, and construction of real estate. Each ADC arrangement is evaluated in
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accordance with ASC 310, Receivables, which involves the determination of whether an arrangement should be
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accounted for as a loan receivable or as an equity method investment. This analysis is applied only where the
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borrower entity is not subject to consolidation under ASC 810, Consolidation. Specifically, we first assess whether
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we are expected to receive more than 50% of the expected residual profits from the project, defined as profit above
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a reasonable lender return from the sale, refinancing, or other use of the property. If our expected participation in
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residual profits exceeds 50%, the arrangement must be accounted for as an equity method investment. If our
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expected participation is 50% or less, we further evaluate whether the arrangement exhibits characteristics more
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consistent with a loan or an equity method investment. This evaluation involves judgment and considers various
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factors, including the significance of borrower equity in the project, loan-to-cost and loan-to-value metrics relative to
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market, the existence of guarantees or binding lease arrangements, and interest rate and fee terms relative to
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market, among others. We reassess the classification of each ADC arrangement if facts and circumstances
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subsequently change in a manner that could affect the initial classification. Any reclassification is applied
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prospectively. As of September 30, 2026, we have determined that all of our ADC loan arrangements have
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characteristics more consistent with a loan than an equity method investment, and accordingly account for them as
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Financing Receivables. For properties we acquire that qualify as sale-leaseback transactions and for which the
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purchase price is in excess of the fair value of the real estate acquired, the difference is accounted for as financing
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receivables, presented within 'Investment in loans and financing receivables, net' on our consolidated balance
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sheets. Rent payments are allocated between rental income and the financing receivable. Our net investments in
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sales-type and direct financing leases are also accounted for as financing receivables. Interest income on financing
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receivables is recognized using the interest rate implicit in the lease and presented within 'Interest income on
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Allowance for Credit Losses. The allowance for credit losses, which is recorded as a reduction to ' Investment in
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loans and financing receivables, net' on our consolidated balance sheets, is based on our clients' respective credit
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ratings, our historical experience, and the expected value of the underlying collateral upon its repossession. We
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generally apply probability of default, discounted cash flow, or loss rate methods considering the risk characteristics
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of each asset or pool. If we determine a financing receivable no longer shares risk characteristics with other
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financing receivables in the pool, we evaluate the financing receivable for expected credit losses on an individual
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basis. Included in our model are factors that incorporate forward-looking information. The measurement of expected
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credit losses is also applicable to off-balance sheet credit exposures such as unfunded loan commitments. The
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balance sheets. Changes in our allowance for credit losses are presented in 'Provisions for credit losses on loans
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acquisition costs, including certain costs incurred for credit investment loans, (ii) organization costs for potential
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strategic ventures and business lines, (iii) placement fees incurred in fundraising of the Fund, (iv) merger-related
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transaction costs, and (v) other costs that do not align with the ongoing operations of our business. During the three
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transaction, and other costs, net consisting primarily of placement fees incurred in fundraising for the Fund and
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Underwriting commissions and offering costs have been reflected as a reduction of
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additional paid-in capital on our consolidated balance sheets. Costs incurred in connection with the issuance of
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noncontrolling interests, including direct and incremental costs associated with forming joint ventures and admitting
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third-party investors, are capitalized as equity offering costs. Costs that are not directly attributable to the issuance
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million right-of-use assets accounted for as finance leases, and $ 5.1 million right-of-use assets under long-term ground leases.
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contingent consideration of $ 13.8 million. For further information, see note 18, Commitments and Contingencies.
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that this joint venture is a VOE. As we do not control this joint venture, we account for it under the equity method. Our maximum exposure to
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loss associated with this VOE is limited to our equity investment and our pro-rata share of the remaining estimated development costs for the
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(5)In July 2026, we invested approximately $ 245.4 million in a joint venture between Cloud Capital and a global institutional investor that indirectly
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owns a stabilized data center located in Northern Virginia. The investment amount includes $ 4.7 million related to amounts reserved in
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connection with the joint venture's financing. We have determined that this joint venture is a VOE. We have an effective 45.0 % ownership
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interest in the underlying property and account for our investment under the equity method. The unconsolidated entity had total debt
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outstanding of approximately $ 520.0 million as of September 30, 2026, all of which was non-recourse to us subject to limited customary
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and Restated Credit Agreement. The Fifth A&R Credit Agreement provides for, among other changes, updated
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Borrowings under the RI Credit Facilities bear interest at the applicable benchmark rate for the currency and
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borrowing option selected, including SOFR-based rates for USD borrowings, SONIA-based rates for GBP
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borrowings and EURIBOR-based rates for EUR borrowings, subject to applicable adjustments specified in the credit
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agreement, plus a margin determined by our credit ratings. As of September 30, 2026, our investment grade credit
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$ 500.0 million of proceeds for approximately € 431.0 million. After giving effect to the swap, the effective blended
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In addition, the Company has the ability from time to time on no more than three occasions to increase the
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borrowings under the A&R Term Loan Agreement, which may be in the form of one or more new tranches of term
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loans, up to an aggregate amount of borrowings under the A&R Term Loan Agreement not to exceed $ 1.35 billion,
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subject to receipt of lender commitments and the satisfaction of certain customary conditions precedent. As of
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notes, we entered into privately negotiated capped call transactions with certain financial institutions. The cap price
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convertible senior notes offering to pay the cost of the capped call transactions and approximately $ 188.7 million of
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On March 31, 2026, we completed the formation of MDC Mercury 2604 Venture, LLC (the "Apollo JV") and entered
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into an Amended and Restated Limited Liability Company Agreement (the “Apollo JV Agreement”) with Apollo in
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connection with our Managed Insurance and Retirement Annuity strategic initiative. Pursuant to the JV Agreement,
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we contributed 492 net lease properties in exchange for 51,000,000 Class A Shares in the Apollo JV, and Apollo
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contributed $ 1.0 billion in cash in exchange for a noncontrolling equity interest of 49,000,000 Class B Shares in the
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Apollo JV (such contributions by Realty Income and Apollo, collectively, the "Apollo JV Transaction").
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The Apollo JV is a variable interest entity ("VIE") under ASC 810 because the decision-making authority of the
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Manager (our wholly owned subsidiary, Realty Income Property Management Co I, LLC) is not conveyed through an
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equity interest, and the equity holders as a group therefore lack the power to direct the activities that most
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significantly affect the Apollo JV's economic performance. We consolidate the Apollo JV as its primary beneficiary
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because we have both (i) the power to direct the activities that most significantly affect its economic performance
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through our role as the sole exclusive Manager that is exercisable independent of our equity ownership and (ii) the
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obligation to absorb losses and right to receive benefits that could potentially be significant to the Apollo JV through
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our 51 % equity interest and other contractual arrangements. The Class B Shares are classified as permanent equity
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(noncontrolling interest) on our consolidated balance sheet because all redemption features are solely within our
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The Apollo JV Transaction was accounted for as an issuance of noncontrolling interest in a consolidated subsidiary
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without a loss of control. We received $ 1.0 billion for Apollo’s initial capital contribution. The carrying amount of
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Apollo's 49 % share of the net assets was $ 761.5 million, which was recognized as noncontrolling interest, with the
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difference of $ 238.5 million recorded as an increase to additional paid-in capital ("APIC"). Direct and incremental
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The Apollo JV Agreement provides for, among other things, quarterly distributions of available cash flow to the
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Apollo JV’s members. Prior to Apollo achieving the Target IRR (as defined in the JV Agreement), the Class B
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Member will receive a default allocation of 55 % of available cash flow, which may decrease to 49 % if the Apollo JV’s
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NOI outperforms an upper level of certain performance metric, or increase to 60 % if the Apollo JV’s NOI
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underperforms a lower level of certain performance metric. Because the parties' economic interests are not
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proportionate to their stated ownership percentages, we allocate income and loss attributable to the noncontrolling
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interest using the hypothetical liquidation at book value ("HLBV") method, taking into account any capital
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On September 28, 2026, we completed the initial closing of a joint venture arrangement with KKR to own a
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diversified portfolio of existing European net lease real estate assets held through RI Vega JV SCSp (the “KKR JV”).
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We hold Class A partnership interests representing an aggregate 51 % interest in the KKR JV. KKR made an initial
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contribution of $ 600.5 million (€ 528 million) in exchange for Class B partnership interests, representing an
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Three months ended Nine months ended September 30, September 30, 2026 2025 2026 2025 ──────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Realized foreign currency and derivative gain (loss), net: (Loss) gain on the settlement of undesignated derivatives $(2,809) $11,138 $(57,207) $(67,447) Gain (loss) on the settlement of designated derivatives 1,689 (4,759) (7,765) (9,050) reclassified from AOCI Gain on the settlement of transactions with third parties 1,876 3,310 3,799 2,808 Total realized foreign currency and derivative gain (loss), net $756 $9,689 $(61,173) $(73,689) Unrealized foreign currency and derivative loss, net: (Loss) gain on the change in fair value of undesignated $(16,869) $26,523 $48,057 $13,402 derivatives Gain (loss) on remeasurement of certain assets and liabilities 13,600 (39,030) (15,241) 50,536 Total unrealized foreign currency and derivative (loss) gain, $(3,269) $(12,507) $32,816 $63,938 net Total foreign currency and derivative loss, net $(2,513) $(2,818) $(28,357) $(9,751)
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September 30, 2026, for an aggregate cost of $ 188.7 million and $ 290.6 million, respectively. As of September 30,
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2026, $1.7 billion remained available for repurchase under the share repurchase program authorized by the Board
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Relates primarily to build-to-suit developments where cash settlement will occur upon completion.
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dividend 136 times since our listing on the New York Stock Exchange (“NYSE”) in 1994.
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In September 2026, we announced the formation of a new euro-denominated joint venture with KKR & Co. Inc.
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("KKR"). Under the terms of the transaction, we received gross proceeds of approximately €528 million in exchange
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portfolio of stabilized net lease assets across four countries in Europe. We have retained a 51% interest in the joint
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venture and continue to manage the properties under a long-term management agreement.
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ended September 30, 2026, we closed on the first stabilized data center asset, as discussed in note 4, Investments
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in Unconsolidated Entities to the consolidated financial statements, and expect to acquire the following two
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and the exercise by the initial purchasers of their option to purchase additional notes, we entered into privately
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negotiated capped call transactions with certain financial institutions. We used approximately $33.2 million of the net
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proceeds to pay the cost of the capped call transactions and approximately $188.7 million of the net proceeds to
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comprised entirely of single-client retail properties. In September 2026, we established a new euro-denominated
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joint venture with KKR, a leading global investment firm, and closed on €528 million of gross proceeds in exchange
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and the exercise by the initial purchasers of their option to purchase additional notes, we entered into privately
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negotiated capped call transactions with certain financial institutions. We used approximately $33.2 million of the net
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proceeds to pay the cost of the capped call transactions and approximately $188.7 million of the net proceeds to
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options. Borrowings under the RI Credit Facilities bear interest at the applicable benchmark rate for the currency
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and borrowing option selected, including SOFR-based rates for USD borrowings, SONIA-based rates for GBP
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borrowings and EURIBOR-based rates for EUR borrowings, subject to applicable adjustments specified in the credit
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agreement, plus a margin determined by our credit ratings. As of September 30, 2026, our investment grade credit
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commitment fee, the all-in drawn rate is 0.750% above the applicable benchmark rate.
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of 0.650% over the applicable benchmark rate. Including the 0.100% facility commitment fee, the all-in drawn rate is
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primarily driven by a lower number and mix of properties available for lease, including less non-retail properties with
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impairment provisions related to vacant and expected vacancies in 2026. The decrease for the nine months ended
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strengthening against the Euro and GBP) and the remeasurement of foreign-denominated balances.
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non-recurring insurance commutation gain realized during the first quarter of 2026, which was partially offset by
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and diluted computation per share (in thousands, except per share amounts). Certain prior period amounts have
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been reclassified to conform to the current period presentation. These reclassifications had no impact on previously
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rent calculated as a percentage of the clients' gross sales above a specified level.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 3, 2026 against Item 1A of the 10-K filed Feb 25, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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You should carefully consider the risks described in "Item 1A, Risk Factors" in Part I of our annual report on
What the 10-Q itself says about its risk factors:
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changes to the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2025.
Added10-Q 2026-11-03 vs 10-K 2026-02-25
could be adversely affected by any of the risks and uncertainties described therein. There have been no material
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