ORealty Income

The Our credit agreements, mortgages and other debt documents could limit or, in certain cases, prohibit the payment of dividends and other distributions to holders of our common stock and any outstanding preferred stock. For example, the credit agreements each governing our revolving credit facility and term loans generally provide that, in the if an event of a failure to pay principal, interest, or any other amount payable thereunder when due or upon the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to us or with respect to one or more of our subsidiaries that in the aggregate meet a significance test set forth in the credit agreements, default exists, we and our subsidiaries (other than our wholly-owned subsidiaries) may not pay any dividends or make other distributions on (except for (a) distributions payable in shares of a given class of our stock to the stockholders of that class and (b) dividends and distributions described in (ii) above), on, or repurchase or redeem, among other things, any shares of our common stock or any outstanding preferred stock. If any such an event of default under the applicable credit agreements (or were to occur (including under any other credit agreement or debt instrument with similar terms that we may may, in the future future, enter into or be subject to) were to occur, to), it would likely have a material adverse effect on the market price of our outstanding common stock and any outstanding preferred stock and on the market value of our debt securities which could limit 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.

Our primary goal is to deliver dependable monthly dividends to our 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 While the long term, we believe that issuance of common stock should be the majority has historically been an important component of our capital structure. We may issue common stock when structure, we believe continue to broaden and diversify our share price is at a level 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 allows for the proceeds of an offering to our efforts will be accretively invested into additional properties or to permanently finance properties that were initially financed by our revolving credit facility, 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. successful.

Newly Issued Accounting Standards. In November 2024, September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities 2025-06, Intangibles—Goodwill and Other—Internal-Use Software, which simplifies the capitalization guidance by removing references to provide additional disclosure of software development project stages and further updates so that the nature of expenses included guidance considers various software development methods. The amendments in the income statement. This this ASU is are effective for fiscal years beginning after December 15, 2026, and for interim annual reporting periods beginning after December 15, 2027, on a prospective basis, and interim reporting periods within those annual reporting periods, with early adoption permitted. We The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. While we are currently evaluating the impact of this pronouncement, we do not expect it will have a material impact on our consolidated financial statement disclosures. statements.