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ORealty Income

Real estate · REIT · NYSE

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

O quote by TradingView
Headquarters
San Diego, CA
CEO
Sumit Roy
Next results
around Feb 23, 2027
Compare with peers → Embed

10-K 0000726728-26-000011 (2026-02-25) vs 10-K 0000726728-25-000055 (2025-02-25)

SectionCompared textWords nowChanged
Risk FactorsItem 1A12,556 24.3%
MD&AItem 79,900 25.0%
Legal ProceedingsItem 3, via Note 22 – Commitments and Contingencies105 not compared
Accounting PoliciesItem 8, Note 1 – Summary of Significant Accounting Policies5,753 13.4%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Risk Factors 231 words changed in this paragraph; it is 44% similar to last year's version.
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.

Source: Item 1A, 10-K 0000726728-26-000011 vs Item 1A, 10-K 0000726728-25-000055

MD&A 136 words changed in this paragraph; it is 48% similar to last year's version.
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.

Source: Item 7, 10-K 0000726728-26-000011 vs Item 7, 10-K 0000726728-25-000055

Accounting Policies 122 words changed in this paragraph; it is 40% similar to last year's version.
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.

Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000726728-26-000011 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000726728-25-000055

Every change, by type

Sentences and paragraphs of O's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-25. Each links to the text at sec.gov.

All 204 Added 36Removed 22Reworded 141Quiet changes 5

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
•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;

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
•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;

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
•Lending and related transaction structures may subject us to new regulatory regimes, more attenuated remedies and recourse, and compliance risk;

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
•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;

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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.”

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

RemovedRisk Factors
•Epidemics, pandemics or outbreaks of illness, disease or virus that affect countries or regions in which our clients and their parent companies operate or in which our properties or corporate headquarters are located;

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
•This treatment would substantially reduce amounts available for investment or distribution to stockholders because of the additional tax liability for the years involved, which could have a material adverse effect on the market price of our capital stock and the value of our debt securities.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
We intend to incur additional indebtedness in the future, including borrowings under our $4.25 billion unsecured revolving credit facility and our $3.0 billion commercial paper programs.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
Our revolving credit facility grants us the option, subject to obtaining lender commitments and other customary conditions, to expand the borrowing limits thereunder to up to $5.25 billion. Our term loan agreement (the “2023 term loan agreement”) governs our 2023 term loans, pursuant to which we have borrowed an aggregate of approximately $1.0 billion in multicurrency borrowings. The 2023 term loan agreement also permits us to incur

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
In connection with the consummation of the closing of the merger (the “Merger”) with Spirit on January 23, 2024, we effectively assumed Spirit’s existing term loans with various lenders. Specifically, on January 22, 2024, we entered into an amended and restated term loan agreement, pursuant to which we borrowed $800 million in aggregate total borrowings, $300 million of which matures on August 22, 2025 and $500 million of which matures on August 20, 2027 (the “$800 million term loan agreement”), and an amended and restated term loan agreement pursuant to which we borrowed $500 million in aggregate total borrowings which matures on June 16, 2025. The $800 million term loan agreement and the $500 million term loan agreement became effective upon the closing of the Merger on January 23, 2024. Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted Secured Overnight Financing Rate ("SOFR") for US Dollar-denominated loans, adjusted Sterling Overnight Indexed Average (“SONIA”) for Sterling-denominated loans, and Euro Interbank Offered Rate (“EURIBOR”) for Euro-denominated loans. In conjunction with closing, we executed one-year variable-to-fixed interest rate swaps which fix our per annum interest rate at 5.0% over the initial term. In addition, as a result of the Merger, all outstanding secured indebtedness, liabilities, and other indebtedness of Spirit and its subsidiaries, including $2.75 billion of additional senior unsecured notes that were originally issued by Spirit Realty Capital, L.P., substantially all of which were exchanged for senior unsecured notes issued by us, became indebtedness and liabilities of ours or our subsidiaries, as the case may be, which substantially increased the total secured indebtedness and the total liabilities and other indebtedness of us and our subsidiaries.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
Such risks may adversely impact our anticipated fund business's or our other co-investment ventures' financial position or results of operation.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
Compliance with the Americans with Disabilities Act of 1990 and fire, safety, and other regulations may require us to make unanticipated expenditures that could adversely impact our results of operations.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedRisk Factors
Our U.S. properties are generally required to comply with the ADA. The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants. The clients to whom we lease properties are obligated by law to comply with the ADA provisions and, in many cases, the clients are generally obligated to cover costs associated with compliance pursuant to the terms of their applicable leases. If required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these clients to cover costs could be adversely affected. In such circumstances and where the expenditures are otherwise the responsibility of the landlord, we could be required to expend our own funds to comply with the provisions of the ADA, which could materially adversely affect our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. In addition, our properties must be in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders.

Read it in 10-K 2025-02-25 at sec.gov ↗

RewordedRisk Factors
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.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Our anticipated fund business The Fund or other co-investment ventures are expected to involve certain additional risks, including compliance risks and additional regulatory risks, that we do would not currently otherwise face, including the risks inherent in owning, operating and managing one or more funds, funds and co-investment ventures, risks related to our ability to negotiate third-party investments, such as valuation, operational limitations, management fee structures and other incentive fees, on terms that are beneficial to us, and the inherent conflicts that may exist in allocating investment opportunities effectively between us, the Fund, joint ventures and such other future co-investment ventures.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Our ability to quickly buy, sell or exchange any of our properties, or to contribute our properties to co-investment, co-investments, including in response to changes in economic and other conditions conditions, will be limited and due to U.S. and non-U.S. tax and regulatory regimes and authorities - authorities, competition from other owners of properties that are trying to dispose of their properties, properties and the availability of capital, resourcing, structure for how an investment is acquired or disposed, and/or economic and market conditions and other factors beyond our control, may impose or have the effect of restricting or limiting our ability to sell or contribute properties. conditions.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
However, there can be no assurance that our efforts to grow the Fund or these other joint ventures will be successful, that we will be able to form our anticipated fund business and further co-investment ventures on the timeline expected, or at all, that we will successfully attract third-party investment investments or that additional investments in our anticipated fund business the Fund or other co-investment ventures to develop or acquire properties in the future will be successful, or that the Fund, the joint venture relationships or other such anticipated fund business or other co-investment ventures will improve our consolidated financial position or results of operations.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
It is possible that we will We may not be able to recruit additional personnel with equivalent the experience in of departing personnel or with the net lease industry or experience needed to manage the complexity of our business and it may be difficult to retain employees to the same extent as in the past.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
From time to time, we are involved in legal proceedings, lawsuits, claims, regulatory inquiries, investigations, and other claims including those disputes that may arise out in the ordinary course of mergers and acquisitions, acquisitions, development opportunities, dispositions, disputes with clients, joint ventures, funds, and other strategic transactions. business.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
As we have recently expanded expand into new geographies and transactional structures, and may continue to do so in the future, the analyses of our REIT qualification, qualification and our ability to ensure such qualification, have become, and may become in the future, qualification becomes more complex.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
As previously publicly disclosed, we anticipate forming a fund business, We have and may continue to explore options to form other co-investment ventures ventures, alongside or in addition to the Fund and these joint venture relationships, in the future.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Regardless of its outcome, litigation and related proceedings and investigations may result in substantial costs and expenses expenses, be time-consuming and disruptive to our operations and brand, and significantly divert the management and personnel attention of management. and other resources.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption (such as the implementation of systems and/or vendors that provide constant monitoring of our IT networks and related systems for cyber-attacks and incidents); however, disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
A decision by any governmental agency not to issue a required permit or substantial delays in the permitting process could cause us to incur penalties, delay subject us from receiving rental to lease termination or delayed/abated rent payments or result in us receiving reduced rental payments, under the leases or prevent us from pursuing the development, speculative development, development or expansion project altogether.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedRisk Factors
Our Board of Directors is authorized to cause us to issue preferred stock of any class or series with dividend, voting and other rights as determined by our Board of Directors (such as the shares of preferred stock that were issued in connection with the closing of the merger with Spirit) which could dilute, or otherwise adversely affect, the interest of holders of our common stock.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
In the event If we take any action that causes taxable gain to be allocated to these contributors, we may be required to indemnify them under tax protection agreements.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
If we fail to qualify as a REIT, it could adversely impact us, and the amount of dividends we are able to pay would decrease, which could adversely affect the market price of our capital stock and could adversely affect the value of our debt securities.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
Moreover, if If a client’s leases are not terminated as the result of its bankruptcy, we may be required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts we receive under those leases.

Read it in 10-K 2026-02-25 at sec.gov ↗

Quiet changesRisk Factors
Further, while Although we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In December 2025, we secured an additional $816.3 million in commitments for the Fund, bringing total commitments to approximately $1.5 billion. As a result of this and previously announced closings, the Company anticipates to close its cornerstone equity capital raise round on or before March 31, 2026 and is capping its commitments during this round at $1.7 billion.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In December 2025, we acquired an $800.0 million preferred equity interest in the real estate assets of CityCenter Las Vegas, comprised of the ARIA Resort & Casino and Vdara Hotel & Spa, which is owned by funds affiliated with Blackstone Real Estate. Blackstone Real Estate will retain 100% of the common equity ownership of the property, which will continue to be operated by MGM Resorts International.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In January 2026, we announced the establishment of 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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In November 2025, we replaced our prior ATM program with a new ATM program, pursuant to which we may offer and sell up to 150.0 million shares of common stock.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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 8, Credit Facilities and Commercial Paper Programs, to the consolidated financial statements for further details.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In November 2025, we entered into a term loan agreement that amends and restates the previous agreement governing our $1.5 billion multi-currency term loan, dated January 6, 2023. The agreement provides for a £900.0 million Sterling-denominated term loan facility that will initially mature in January 2028, before giving effect to one twelve-month extension option. See note 9, Term Loans, to the consolidated financial statements for further details.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In January 2026, we issued $862.5 million aggregate principal amount of 3.500% convertible senior notes due January 2029 in a private offering, for estimated net proceeds of $845.5 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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In addition to these sources of liquidity, in 2025 we launched a perpetual life fund, raising approximately $1.5 billion in commitments from institutional investors. The Company anticipates to close its cornerstone equity capital raise round on or before March 31, 2026 and is capping its commitments during this round at $1.7 billion. The Company seeks to hold additional closings during the life of the Fund, and the Company intends to evaluate other opportunities to raise private capital in the future, including potentially through additional funds and/or joint venture opportunities.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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. 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 shares were repurchased in 2025. In January 2026, we repurchased approximately 1.8 million shares of our common stock for approximately $101.9 million. See note 23, Subsequent Events, to the consolidated financial statements for further details.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
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 December 31, 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.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In connection with the closing of the RI Credit Facilities, the Fund entered into a newly-established $1.38 billion unsecured credit facility, 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 December 31, 2025, we had a borrowing capacity of $1.2 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $182.0 million.

Read it in 10-K 2026-02-25 at sec.gov ↗

AddedMD&A
In November 2025, we entered into a term loan agreement that amends and restates the previous agreement governing our $1.5 billion multi-currency term loan, dated January 6, 2023. The agreement provides for a £900.0 million Sterling-denominated term loan facility that will initially mature in January 2028, before giving effect to one twelve-month extension option.As of December 31, 2025, we had an outstanding balance of $1.2 billion. In conjunction with the closing, we executed variable-to-fixed interest rate swaps, which fix the weighted average per annum interest rate at 4.3% over the two-year term.

Read it in 10-K 2026-02-25 at sec.gov ↗

RemovedMD&A
On January 23, 2024, we closed on our previously announced stock-for-stock merger with Spirit. The Merger is further described in note 2, Merger with Spirit Realty Capital, Inc., to the consolidated financial statements contained in this annual report.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
On September 30, 2024, we redeemed all 6.9 million shares outstanding of our 6.000% Series A Preferred Stock (“Realty Income Series A Preferred Stock”), which was converted from Spirit's outstanding preferred stock in connection with the Merger, at a redemption price of $25.00 per share, plus accrued and unpaid dividends. For more details, see note 16, Series A Preferred Stock, to the consolidated financial statements contained in this annual report.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
As of December 31, 2024, we had $3.7 billion of liquidity, which consists of cash and cash equivalents of $445.0 million, unsettled ATM forward equity of $91.8 million, and $3.1 billion of availability under our $4.25 billion unsecured revolving credit facility, net of $1.1 billion of borrowing on the revolving credit facility and after deducting $67.3 million in borrowings under our commercial paper programs. We use our unsecured revolving credit facility as a liquidity backstop for the repayment of the notes issued under our commercial paper programs.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
In addition to these sources of liquidity, we are exploring various capital diversification initiatives, including the establishment of a third-party private capital open-end fund.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
On February 16, 2024, we filed a new shelf registration statement with the SEC, which is effective for a term of three years and will expire in February 2027. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock, or depositary shares, and (6) any combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
Under our current ATM program, which we entered into in August 2023, we may offer and sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE at prevailing market prices or at negotiated prices or by any other methods permitted by applicable law.

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
In January 2024, in connection with the Merger, we entered into an amended and restated term loan agreement (which replaced Spirit's then-existing term loans with various lenders). The amended and restated term loan agreements are fixed through interest rate swaps at a weighted average interest rate of 3.9%. Pursuant to the amended and restated term loan agreement, we borrowed $800.0 million in aggregate total borrowings, $300.0 million of which matures in August 2025 and $500.0 million of which matures in August 2027 (the “$800 million term loan agreement”). We also entered into an amended and restated term loan agreement pursuant to which we borrowed $500.0 million in aggregate total borrowings which matures in June 2025 (the “$500 million term loan agreement”).

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
Years ended December 31, 2024 2023 Change Interest income on financing receivables $ 124.4 $ 102.8 $ 21.6 Interest income on loans and preferred equity investments 100.0 16.8 83.2 Other 3.0 1.2 1.8 $ 227.4 $ 120.8 106.6

Read it in 10-K 2025-02-25 at sec.gov ↗

RemovedMD&A
Management must make significant assumptions in determining the fair value of assets acquired and liabilities assumed. We evaluate whether or not substantially all of the value of acquired assets is concentrated in a single identifiable asset or group of identifiable assets to determine whether a transaction is accounted for as an asset acquisition or a business combination. A majority of our acquisitions qualify as asset acquisitions and the transaction costs associated with those acquisitions are capitalized. However, for transactions that qualify as business combinations, such as the Merger, we expense the transaction costs and categorize them as merger, transaction, and other costs, net in our consolidated statements of income and comprehensive income. For business combinations, we recognize the amount of any purchase consideration that exceeds the fair value of all identified assets acquired and liabilities assumed as goodwill and may record measurement period adjustments within one year of the acquisition date as permitted under ASC 805, Business Combinations (for more details see note 2, Merger with Spirit Realty Capital, Inc. to our consolidated financial statements contained in this annual report).

Read it in 10-K 2025-02-25 at sec.gov ↗

RewordedMD&A
Three months ended December 31, 2024 2023 2025 Net income $ 201,350 $ 219,762 301,636 Interest 268,149 208,313 288,199 Income taxes 20,102 15,803 21,800 Depreciation and amortization 606,671 475,856 635,435 Provisions for impairment 142,966 27,281 124,411 Merger, transaction, and other costs, net (9,176) 9,932 10,261 Gain on sales of real estate (24,985) (5,992) (67,430) Foreign currency and derivative (gain) loss, net (535) 18,371 18,902 Proportionate share of adjustments from unconsolidated entities 18,991 14,983 Quarterly 19,576 Adjustments attributable to noncontrolling interests (12,236) Adjusted EBITDAre $ 1,223,533 $ 984,309 1,340,554 Annualized Adjusted EBITDAre (1) $ 4,894,132 $ 3,937,236 5,362,216 Annualized Pro Forma Adjustments $ 79,143 $ 74,919 51,811 Annualized Pro Forma Adjusted EBITDAre $ 4,973,275 $ 4,012,155 5,414,027 Total debt per the consolidated balance sheets, excluding deferred financing costs and net premiums and discounts $ 26,510,798 $ 21,480,869 29,116,111 Proportionate share of unconsolidated entities debt, excluding deferred financing costs 659,190 659,190 Noncontrolling interests share of debt, excluding deferred financing costs (55,637) Less:

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Years ended December 31, 2025 2024 2023 Change Depreciation and amortization $ 2,395.6 2,524,200 $ 1,895.2 2,395,644 $ 500.4 128,556 Interest 1,017.0 730.4 286.6 1,134,879 1,016,955 117,924 Property (excluding reimbursable) 74.6 42.8 31.8 reimbursements) 88,402 74,587 13,815 Property (reimbursable) 303.1 274.2 28.9 (reimbursements) 340,398 303,088 37,310 General and administrative 176.9 144.5 32.4 202,554 176,895 25,659 Provisions for impairment 425.8 87.1 338.7 471,335 425,833 45,502 Merger, transaction, and other costs, net 96.3 14.5 81.8 24,214 96,292 (72,078) Total expenses $ 4,489.3 4,785,982 $ 3,188.7 4,489,294 $ 1,300.6 296,688 Total revenue (1) $ 4,968.1 5,408,979 $ 3,804.8 4,968,054 General and administrative expenses as a percentage of total revenue (1) 3.7 % 3.6 % 3.8 % Property expenses (excluding reimbursable) reimbursements) as a percentage of total revenue (1) 1.6 % 1.5 % 1.1 %

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Years ended December 31, 2025 2024 2023 Change Interest on our revolving credit facility, facilities, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps $ 1,114,048 $ 1,018,445 $ 788,344 95,603 Credit facility commitment fees 6,052 5,401 5,357 651 Amortization of debt origination and deferred financing costs 29,652 23,939 26,670 5,713 Gain on interest rate swaps (7,322) (7,180) (7,189) (142) Amortization of net mortgage premiums and note discounts 30 (12,803) Amortization of net note premiums and discounts (3,309) (60,657) (premiums) 7,069 (3,279) 10,348 Capital lease obligation 2,414 2,025 1,509 389 Interest capitalized (17,034) (22,396) (10,808) 5,362 Interest expense $ 1,134,879 $ 1,016,955 $ 730,423 Credit facility, 117,924 Revolving credit facilities, commercial paper, term loans, mortgages and senior unsecured notes and bonds Average outstanding balances $ 28,319,680 $ 25,508,037 $ 20,537,222 2,811,643 Weighted average interest rates 3.93 % 4.07 % 3.83 %

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Foreign currency and derivative gain (loss), (loss) gain, net was a $28.7 million loss for the year ended December 31, 2025, compared to a $3.4 million gain for the year ended December 31, 2024 as compared $13.4 million loss with the same period in 2023, 2024, 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 remeasurement effect of intercompany debt. these fluctuations.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Provisions for impairment increased credit losses decreased by $338.7 $70.0 million for during the year ended December 31, 2024, 2025 as compared with to the same period in 2023, as a result of increases of $236.8 million in impairment of real estate, 2024, primarily due to a higher number of properties impaired under the held for sale model, and $101.9 million in higher lower credit losses recognized on financing receivables for related to distressed clients accounted for under sales leaseback transactions.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Contractually obligated reimbursements by our clients increased by $28.9 $37.3 million for the year ended December 31, 2024 2025 as compared with to the same period in 2023, 2024, primarily due to the growth of our portfolio higher reimbursable property taxes and maintenance due to acquisitions; partially offset by lower recoverable taxes as a result of a modification of tax remittance terms with a client growth in the prior year. our portfolio.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Property expenses (reimbursable) (reimbursements) increased by $28.9 $37.3 million for the year ended December 31, 2024 2025 as compared with to the same period in 2023 2024, primarily due to an increase higher reimbursable property taxes and maintenance due to growth in portfolio size, resulting in higher common area maintenance, property taxes, and insurance expenses paid on behalf of our clients. portfolio.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Other income, net decreased increased by $0.2 $5.8 million for the year ended December 31, 2024 2025 as compared with to the same period in 2023, 2024, primarily due to lower gains on insurance proceeds, largely offset by from higher interest earned on short-term investments. cash and cash equivalent balances, in addition to higher insurance proceed gains and miscellaneous other income.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Other income, net decreased Total other revenue increased by $0.2 $84.7 million for the year ended December 31, 2024 2025 as compared with to the same period in 2023, 2024, primarily due to lower gains on insurance proceeds, largely offset by higher interest income on short-term investments. loans and preferred equity investments driven by growth in our loan portfolio.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
During the year ended December 31, 2024, we incurred $96.3 million of merger, transaction, and other costs, net consisting of $86.7 million primarily of transaction and integration-related costs related to Spirit, which largely consisted of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger, as well as $5.1 million related to the lease termination of a legacy corporate facility, and $4.5 million of organization costs incurred related to our private fund. the establishment of the Fund.

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
As of December 31, 2024, there were approximately 1.8 2025, we had outstanding forward-sale agreements under our ATM program for a total of 12.6 million shares of unsettled common stock subject to forward sale confirmations through our ATM program, stock, representing approximately $91.8 $708.5 million in expected net proceeds, which have been executed at a weighted average price of $51.80 $56.26 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).

Read it in 10-K 2026-02-25 at sec.gov ↗

RewordedMD&A
Basic $4.28 $4.13 $4.10 Diluted $4.27 $4.12 $4.09 Distributions paid to common stockholders $2,920,895 $2,691,719 $2,111,793 FFO available to common stockholders in excess of after distributions paid to common stockholders $939,428 $775,940 $710,345 Normalized FFO available to common stockholders in excess of after distributions paid to common stockholders $963,642 $872,232 $724,809 Weighted average number of common shares used for FFO and Normalized FFO:

Read it in 10-K 2026-02-25 at sec.gov ↗

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