REALTY INCOME CORP

Previous wording

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; our platform; growth strategies, 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; settlement of shares of common stock sold pursuant to forward sale confirmations under our At-the-Market (“ATM”) program; dividends, including the amount, timing and payments of dividends; and macroeconomic and other business trends, including interest rates and trends in the market for long-term leases of freestanding, single-client properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us, which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; 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); 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; impairments in the value of our real estate assets; volatility and changes in domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to tax laws and rates); property ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which, among other things, may transfer or limit our control of the underlying investments; epidemics or pandemics; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occu…

Excerpt shortened here; the source contains the full paragraph.

Current wording

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 “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 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; our share repurchase program; settlement of shares of common stock sold pursuant to forward sale confirmations under our At-the-Market (“ATM”) program; dividends, including the amount, timing and payments of dividends; and macroeconomic and other business trends, including interest rates and trends in the market for long-term leases of freestanding, single-client properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; 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 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; volatility and changes in domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to tax laws and rates); property ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which, among other things, may transfer or limit our control of the underlying investments; epidemics or …

Excerpt shortened here; the source contains the full paragraph.

Previous wording

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").

Current wording

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.

Previous wording

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. 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.

Current wording

Readers are cautioned not to place undue reliance on forward-looking statements. 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 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 or to reflect the occurrence of unanticipated events.

Previous wording

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. 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. 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 664 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for over 30 consecutive years.

Current wording

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. 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.

Previous wording

-33- 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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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%.

Current wording

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%.

Previous wording

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. 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.

Current wording

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.

Previous wording

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.

Current wording

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 Receivablesto the consolidated financial statements for further details.

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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).

Previous wording

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:

Current wording

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:

Previous wording

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

Current wording

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

Previous wording

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.

Current wording

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.

Previous wording

Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, retail price index in the case of certain leases in the U.K. (typically subject to ceilings), or increases in clients’ sales volumes. We expect that inflation will cause these lease provisions to result in rent increases over time. During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not keep up with the rate of inflation and other costs.

Current wording

Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, retail price index in the case of certain leases in the U.K. (typically subject to ceilings), or increases in clients’ sales volumes. We expect that inflation will cause these lease provisions to result in rent increases over time.

Previous wording

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. 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:

Current wording

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:

Previous wording

Our 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 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.

Current wording

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. 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.

Previous wording

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).

Current wording

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).

Previous wording

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 share repurchases have been made to date under the repurchase program.

Current wording

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

Previous wording

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. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

During the three months ended March 31, 2026, we repaid the following notes, plus accrued and unpaid interest, upon maturity:

Previous wording

(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. 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):

Current wording

(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) 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 March 31, 2026 (in thousands, for trailing twelve months):

Previous wording

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. 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.

Current wording

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.

Previous wording

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. In addition, our credit facilities provide for a facility commitment fee based on our credit ratings, which ranges from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher.

Current wording

In addition, our credit facilities provide that the interest rates can range between: (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: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher.

Previous wording

(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.

Current wording

(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 Fund Credit Facilities expires in April 2029 and includes, at our option, two six-month extensions.

Previous wording

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

Current wording

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

Previous wording

(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.

Current wording

(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.

Previous wording

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. 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. 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.

Current wording

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 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 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 $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.

Previous wording

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.

Current wording

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 U.S. 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.

Previous wording

Distributions in excess of earnings and profits generally will first be treated as a non-taxable reduction in the stockholders’ basis in their stock, but not below zero. Distributions in excess of that basis generally will be taxable as a capital gain to stockholders. Approximately 30.4% of the distributions to our common stockholders, made or deemed to have been made in 2024, were classified as a return of capital for federal income tax purposes.

Current wording

Distributions in excess of earnings and profits generally will first be treated as a non-taxable reduction in the stockholders’ basis in their stock, but not below zero. Distributions in excess of that basis generally will be taxable as a capital gain to stockholders. Approximately 33.6% of the distributions to our common stockholders, made or deemed to have been made in 2025, were classified as a return of capital for federal income tax purposes.

Previous wording

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

Current wording

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

Previous wording

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):

Current wording

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

Previous wording

(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.

Current wording

(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.

Previous wording

(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.

Current wording

(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.

Previous wording

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

Current wording

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

Previous wording

Of the 17,009 in-place leases in the portfolio, 13,760, or 80.9%, were under leases that provide for increases in rents through: 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.

Current wording

Of the 17,426 in-place leases in the portfolio, 13,972, or 80.2%, were under leases that provide for increases in rents through: 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.

Previous wording

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. Percentage rent represents less than 1% of rental revenue.

Current wording

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.