REALTY INCOME CORP

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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 …

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This Quarterly Report on Form 10-Q, including the documents incorporated by reference, contains forward-looking

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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.

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Additional factors that may cause risks and uncertainties include those discussed in the sections entitled “Business,”

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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.

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Readers are cautioned not to place undue reliance on forward-looking statements. These forward-looking

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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.

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Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies®. Founded

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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.

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As of June 30, 2026, we owned or held interests in 15,588 properties, with approximately 353.2 million square feet

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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.

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As of June 30, 2026, approximately 34.3% of our total portfolio annualized base rent comes from properties leased

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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.

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Unless otherwise specified, references to rental revenue in the Management's Discussion and Analysis of Financial

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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.

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We have continued our 57-year history of paying monthly dividends by increasing the dividend three times during

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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%.

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The dividends paid per share during thesix months ended June 30, 2026 totaled$1.6215, as compared to$1.6015

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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.

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The monthly dividend of$0.2710 per share represents a current annualized dividend of$3.252 per share, and an

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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.

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initial weighted average cash yield of 7.3%, including investments in 144 properties, properties under development

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Establishment of Joint Venture with GIC

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Establishment of Joint Venture with Cloud Capital

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In March 2026, we established our Managed Insurance and Retirement Annuity investment platform as a vehicle to pursue various co-investment opportunities with institutional investors. In connection with this initiative, on March 31, we closed a $1.0 billion strategic investment from Apollo in exchange for a 49% interest in a newly formed joint venture which owns an existing portfolio of 492 retail properties contributed by the Company.

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In March 2026, we established our Managed Insurance and Retirement Annuity investment platform as a vehicle to

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

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million. During thesix months ended June 30, 2026, we sold 177 properties with total net proceeds received of

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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).

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under our ATM program. As of August 5, 2026, we had outstanding forward sale agreements under our ATM

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In April 2026, we issued $800.0 million of 4.750% senior unsecured notes due April 2033. In connection with the offering, we executed a $500 million U.S. Dollar-to-Euro 7-year cross currency swap, resulting in approximately €436 million of proceeds and a blended coupon rate of 4.16%. See note 19, Subsequent Events, to the consolidated financial statements for further details.

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In April 2026, we issued$800.0 million of 4.750% senior unsecured notes due April 2033. In connection with the

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In March 2026, we closed a $693.9 million unsecured term loan due January 2036 at a fixed rate of 4.91% and executed a cross-currency swap on $500.0 million of proceeds for approximately €431.0 million, achieving an effective blended borrowing rate of 4.34%.

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In March 2026, we closed a$693.9 million unsecured term loan due January 2036 at a fixed rate of 4.91% and

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We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity are sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facilities and commercial paper programs.

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Expanded Revolving Credit Facilities and Commercial Paper Programs

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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:

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which represents a 98.8% occupancy rate based on the number of properties in our portfolio. Our property-level

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

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

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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.

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as compared to the previous annual rent of$107.4 million on the same units, representing a rent recapture rate of

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As part of our re-leasing costs, we pay leasing commissions to unrelated, third-party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients. We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations.

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As part of our re-leasing costs, we pay leasing commissions to unrelated, third-party real estate brokers consistent

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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.

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Leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price

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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.

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During times when inflation is greater than increases in rent, as provided for in the leases, rent increases may not

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Moreover, our strategic focus on the use of net lease agreements reduces our exposure to rising property expenses due to inflation because the client is responsible for property expenses. Even though the utilization of net leases reduces our exposure to rising property expenses due to inflation, substantial inflationary pressures and increased costs may have an adverse impact on our clients if increases in their operating expenses exceed increases in revenue, which may adversely affect our clients' ability to pay rent. Additionally, inflationary periods may cause us to experience increased costs of financing, make it difficult to refinance debt at attractive rates or at all, and may adversely affect the properties we can acquire if the cost of financing an acquisition is in excess of our anticipated earnings from such property, thereby limiting the properties that can be acquired.

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Moreover, our strategic focus on the use of net lease agreements reduces our exposure to rising property expenses

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In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain periods, the global capital markets have experienced significant price volatility, dislocations, and liquidity disruptions, which may impact our access to and cost of capital. We continually monitor the commercial real estate and global capital markets carefully and, if required, will make decisions to adjust our business strategy accordingly.

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In the commercial real estate market, property prices generally continue to fluctuate. Likewise, during certain

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We monitor developments related to macroeconomic factors that could have an adverse impact on our business and our clients. Our clients face challenges that may differ from or be additional to challenges we face, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, including potential impacts from changes in global trade policies. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted.

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We monitor developments related to macroeconomic factors that could have an adverse impact on our business

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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:

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Our primary cash obligations are included in the “Material Cash Requirements” table, which is presented later in this

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•Additional borrowings under our credit facilities or commercial paper programs, which are backstopped by our credit facilities;

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•Additional borrowings under our credit facilities or commercial paper programs, which are backstopped by our

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In addition to these sources of liquidity, we manage and own our interest in our perpetual life U.S. Core Plus Fund (the "Fund"). On January 1, 2026, within our Fund, we called $638.0 million of capital from third-party investors and redeemed $408.2 million of the Company's units, resulting in an indirect ownership of 38.5% in the Fund. On April 1, 2026, we called an additional $310.0 million of capital from third-party investors and redeemed $183.8 million of the Company's units, resulting in an indirect ownership of 26.8% in the Fund. We seek to hold additional closings during the life of the Fund. In March 2026, we also established a strategic relationship with Apollo, a high-growth, global alternative asset manager, and closed on $1.0 billion of gross proceeds in exchange for Apollo’s acquisition of a 49% interest in a joint venture that indirectly owns a diversified net lease portfolio comprised entirely of single-tenant retail properties. We intend to evaluate other opportunities to raise private capital in the future, including potentially through additional funds and/or joint venture opportunities.

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In addition to these sources of liquidity, we manage and own an interest in our perpetual life U.S. Core Plus Fund

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In January 2026, we established 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.

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relationship with GIC, a leading global institutional investor, including the formation of a build-to-suit development

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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.

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Our primary goal is to deliver dependable monthly dividends to stockholders that increase over time. Historically, we

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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).

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As of June 30, 2026, our total capitalization was$90.0 billion. Total capitalization consisted of$58.8 billion of

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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.

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We are authorized to repurchase up to $2.0 billion in shares of our common stock under our share repurchase

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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.

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for a total of 21.1 million shares of common stock, representing approximately$1.2 billion in expected net proceeds,

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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.

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As of June 30, 2026, our total outstanding borrowings of credit facilities, commercial paper, term loans, mortgages

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In March 2026, we closed a $693.9 million unsecured term loan due January 2036 with an affiliate of The Goldman Sachs Group, Inc. at a fixed rate of 4.91% and executed a cross-currency swap on $500.0 million of proceeds for approximately €431.0 million, achieving an effective blended borrowing rate of 4.34%.

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In March 2026, we closed a$693.9 million unsecured term loan due January 2036 with an affiliate of The Goldman

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In January 2026, we issued $862.5 million principal amount of 3.500% convertible senior notes due January 2029 in a private offering, resulting in net proceeds of $845.1 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. The notes are senior, unsecured obligations of Realty Income and accrue interest at a rate of 3.500% per annum, payable semi-annually in arrears. The notes will mature on January 15, 2029, unless earlier repurchased, redeemed or converted.

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pricing of the offering. The notes are senior, unsecured obligations of Realty Income and accrue interest at a rate of

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

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During thesix months ended June 30, 2026, we repaid the following notes, plus accrued and unpaid interest, upon

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The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes and bonds. These calculations, which are not based on accounting principles generally accepted in the United States of America ("U.S. GAAP"), are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance. The actual amounts as of March 31, 2026, are:

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The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated