REALTY INCOME CORP
For the period ended May 21, 2026. Filed Mar 25, 2026.
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May 21, 2026 · Filed Mar 25, 2026
Contents
Appendix A
Table of Contents
APPENDIX ANon-GAAP financial measures reconciliation.
NON-GAAP FINANCIAL MEASURES RECONCILIATION
Funds from Operations, Normalized Funds from Operations, and Adjusted Funds from Operations
The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable GAAP measure) to funds from operations (“FFO”), normalized funds from operations (“Normalized FFO”), and AFFO. 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 (dollars in thousands, except per share amounts). Certain prior period AFFO amounts have been reclassified to conform to the current period presentation. These classifications had no impact on previously reported AFFO.
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| Net income available to common stockholders | $1,058,590 | $847,893 | $872,309 | $869,408 | $359,456 |
| Depreciation and amortization | 2,524,200 | 2,395,644 | 1,895,177 | 1,670,389 | 897,835 |
| Depreciation of furniture, fixtures and equipment | (2,622) | (2,857) | (2,239) | (2,014) | (1,026) |
| Provisions for impairment of real estate | 434,497 | 319,032 | 82,208 | 25,860 | 38,967 |
| Gain on sales of real estate | (177,640) | (117,275) | (25,667) | (102,957) | (55,798) |
| Proportionate share of adjustments for unconsolidated entities | 33,345 | 29,124 | 4,205 | 12,812 | 1,931 |
| FFO adjustments allocable to noncontrolling interests | (10,047) | (3,902) | (3,855) | (1,605) | (785) |
| FFO available to common stockholders | $3,860,323 | $3,467,659 | $2,822,138 | $2,471,893 | $1,240,580 |
| Merger, transaction, and other costs, net(1) | 24,214 | 96,292 | 14,464 | 13,897 | 167,413 |
| Normalized FFO available to common stockholders | $3,884,537 | $3,563,951 | $2,836,602 | $2,485,790 | $1,407,993 |
| Debt-related non-cash items: | |||||
| (Gain) loss on extinguishment of debt | — | — | — | (367) | 97,178 |
| Amortization of net debt discounts (premiums) and deferred financing costs | 36,705 | 15,361 | (44,568) | (67,150) | (6,182) |
| Amortization of acquired interest rate swap value(2) | 11,048 | 13,935 | — | — | — |
| Capital expenditures from operating properties: | |||||
| Leasing costs and commissions | (9,481) | (8,558) | (9,878) | (5,236) | (6,201) |
| Recurring capital expenditures | (335) | (402) | (331) | (587) | (1,202) |
| Other non-cash items: | |||||
| Non-cash change in allowance for credit losses | 36,838 | 106,801 | 4,874 | — | — |
| Amortization of share-based compensation | 30,770 | 32,741 | 26,227 | 21,617 | 16,234 |
| Straight-line rent and expenses, net | (169,217) | (171,887) | (141,130) | (120,252) | (61,350) |
| Amortization of above and below-market leases, net | 47,228 | 55,870 | 79,101 | 63,243 | 37,970 |
| Deferred tax expense | 603 | 3,552 | — | — | — |
| Proportionate share of adjustments for unconsolidated entities | (2,991) | (2,078) | 932 | (4,239) | (1,948) |
| Excess of redemption value over carrying value of preferred shares redeemed | — | 5,116 | — | — | — |
| Other adjustments(3) | 20,193 | 7,035 | 23,041 | 28,540 | 6,261 |
| 2026 Proxy Statement | Realty Income A-1 |
|---|
| Appendix A | Table of Contents |
| 2025 | 2024 | 2023 | 2022 | 2021 | |
|---|---|---|---|---|---|
| AFFO available to common stockholders | 3,885,898 | 3,621,437 | 2,774,870 | 2,401,359 | 1,488,753 |
| AFFO allocable to dilutive noncontrolling interests | 9,323 | 6,599 | 5,540 | 4,033 | 1,619 |
| Diluted AFFO | 3,895,221 | 3,628,036 | 2,780,410 | 2,405,392 | 1,490,372 |
| AFFO per common share: | |||||
| Basic | $4.28 | $4.20 | $4.01 | $3.93 | $3.59 |
| Diluted | $4.28 | $4.19 | $4.00 | $3.92 | $3.59 |
| Distributions paid to common stockholders | $2,920,895 | $2,691,719 | $2,111,793 | $1,813,432 | $1,169,026 |
| AFFO available to common stockholders in excess of distributions paid to common stockholders | $965,003 | $929,718 | $663,077 | $587,927 | $319,727 |
| Weighted average number of common shares used for computation per share: | |||||
| Basic | 907,169 | 862,959 | 692,298 | 611,766 | 414,535 |
| Diluted | 911,015 | 865,842 | 694,819 | 613,473 | 415,270 |
During the year ended December 31, 2025, we incurred $24.2 million of merger, transaction, and other costs, net, consisting primarily of placement fees incurred in fundraising for the Fund. During the year ended December 31, 2024, we incurred $96.3 million of merger, transaction, and other costs, net primarily related to transaction and integration related costs related to the Spirit merger.
Includes the amortization of the purchase price allocated to interest rate swaps acquired in the Spirit Realty Capital merger.
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.
Pro Forma Adjusted EBITDAre
The following is a reconciliation of fourth quarter net income available to common stockholders (which we believe is the most comparable GAAP measure) to Quarterly Adjusted Earnings before Interest, Taxes, Depreciation, and Amortization for Real Estate (“Adjusted EBITDAre”) (dollars in thousands):
| Three months endedDecember 31, 2025 | |
|---|---|
| Net income | $301,636 |
| Interest | 288,199 |
| Income taxes | 21,800 |
| Depreciation and amortization | 635,435 |
| Provisions for impairment | 124,411 |
| Merger, transaction, and other costs, net | 10,261 |
| Gain on sales of real estate | (67,430) |
| Foreign currency and derivative loss, net | 18,902 |
| Proportionate share of adjustments from unconsolidated entities | 19,576 |
| Adjustments attributable to noncontrolling interests | (12,236) |
| Quarterly Adjusted EBITDAre | $1,340,554 |
| Annualized Adjusted EBITDAre(1) | $5,362,216 |
| Annualized Pro Forma Adjustments | $51,811 |
| Annualized Pro Forma Adjusted EBITDAre | $5,414,027 |
| A-2 Realty Income | 2026 Proxy Statement |
|---|
| Table of Contents | Appendix A |
|---|
| Three months endedDecember 31, 2025 | |
|---|---|
| Total consolidated debt(2) | $29,116,111 |
| Proportionate share of unconsolidated entities debt, excluding deferred financing costs | 659,190 |
| Noncontrolling interests share of debt, excluding deferred financing costs | (55,637) |
| Less: Pro-Rata Share of cash and cash equivalents(3) | (419,402) |
| Net Debt(4) | $29,300,262 |
| Net Debt/Annualized Pro Forma Adjusted EBITDAre(5) | 5.4x |
| Reconciliation of Consolidated Cash to Pro-Rata Share of Cash and Cash Equivalents: | |
| Total Cash and cash equivalents per the consolidated balance sheet | $434,842 |
| Add: proportionate share of unconsolidated entities cash | 6,609 |
| Less: adjustments allocable to noncontrolling interests | (22,049) |
| Total Pro-Rata Share of cash and cash equivalents | $419,402 |
We calculate Annualized Adjusted EBITDAre by multiplying the Quarterly Adjusted EBITDAre by four.
Total consolidated debt is total debt per the consolidated balance sheet, excluding deferred financing costs and net discounts.
Reflects adjustments for our share based on our proportionate economic ownership of our joint ventures (which adds our pro-rata share of unconsolidated entities and deducts our noncontrolling interests share).
Net Debt is total debt, excluding deferred financing costs and net discounts, less cash and cash equivalents, at our Pro-Rata Share.
The reconciliation of Net Debt/Annualized Pro Forma Adjusted EBITDAre above also represents the reconciliation of Net Debt/Pro Forma Adjusted EBITDAre referenced elsewhere in this Proxy Statement.
The Annualized Pro Forma Adjustments, which includes transaction accounting adjustments in accordance with U.S. GAAP and adjusted for our pro-rata share, consist of adjustments to incorporate Adjusted EBITDAre from investments we acquired or stabilized during the applicable quarter and Adjusted EBITDAre 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 period. Our calculation includes all adjustments consistent with the requirements to present Adjusted EBITDAreon a pro forma basis in accordance with Article 11 of Regulation S-X. The following table summarizes our Annualized Pro Forma Adjusted EBITDAre calculation for the period indicated below:
| Dollars in thousands | Three months endedDecember 31, 2025 |
|---|---|
| Annualized pro forma adjustments from investments acquired or stabilized | $116,680 |
| Annualized pro forma adjustments from investments disposed | (64,869) |
| Annualized Pro Forma Adjustments | $51,811 |
| 2026 Proxy Statement | Realty Income A-3 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.