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REALTY INCOME CORP

For the period ended Sep 30, 2026. Filed Nov 3, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 3, 2026

O$59.04-0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-06.

0000726728-26-000048

Item 2. : Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-03.

0000726728-26-000059

Item 2. : Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 665 previous paragraphs and 691 current paragraphs.

396 unchanged; 193 reworded; 92 added; 66 removed; 10 previous and 10 current paragraphs rearranged.

Tables are not compared: 23 previous and 23 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (92)

Current report

and 2025, respectively, and$293.6 million and$257.3 million for thenine months ended September 30, 2026 and

Current report

In September 2026, we announced the formation of a new euro-denominated joint venture with KKR & Co. Inc.

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("KKR"). Under the terms of the transaction, we received gross proceeds of approximately€528 million in exchange

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for KKR’s acquisition of a 49% equity interest in a euro-denominated joint venture that indirectly owns a diversified

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portfolio of stabilized net lease assets across four countries in Europe. We have retained a 51% interest in the joint

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venture and continue to manage the properties under a long-term management agreement.

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in Unconsolidated Entities to the consolidated financial statements, andexpect to acquire the following two

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In July 2026, we issued€600.0 million of 3.625% senior unsecured notes due July 2032.

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private offering, resulting in net proceeds ofapproximately$983.2 million. In connection with the pricing of the notes

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and the exercise by the initial purchasers of their option to purchase additional notes, we entered into privately

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negotiated capped call transactions with certain financial institutions. We used approximately$33.2 million of the net

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proceeds to pay the cost of the capped call transactions and approximately$188.7 million of the net proceeds to

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repurchase approximately 3.0 million shares of our common stock concurrently with the pricing of the offering.

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comprised entirely of single-client retail properties. In September 2026, we established a new euro-denominated

Current report

joint venture with KKR, a leading global investment firm, and closed on€528 million of gross proceeds in exchange

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for KKR’s acquisition of a 49% equity interest in a euro-denominated joint venture that indirectly owns a diversified

Current report

portfolio of stabilized net lease assets across four countries in Europe.

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January 2026, and 3.0 million shares of our common stock for$188.7 million in August 2026.

Current report

In May 2026, we replaced our prior ATM program with a new ATM program, pursuant to which we may offer and sell

Current report

up to 150.0 million shares of common stock. During thenine months ended September 30, 2026, we settled

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approximately$1.1 billion in expected net proceeds, which have been executed at a weighted average forward price

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private offering, resulting in net proceeds ofapproximately$983.2 million. In connection with the pricing of the notes

Current report

and the exercise by the initial purchasers of their option to purchase additional notes, we entered into privately

Current report

negotiated capped call transactions with certain financial institutions. We used approximately$33.2 million of the net

Current report

proceeds to pay the cost of the capped call transactions and approximately$188.7 million of the net proceeds to

Current report

repurchase approximately 3.0 million shares of our common stock concurrently with the pricing of the offering. The

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Removed paragraphs (66)

Previous report

grade companies. Approximately 91% of our annualized retail base rent as of June 30, 2026, is derived from our

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clients with a service, non-discretionary, and/or low price point component to their business.

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2025, respectively, and$188.6 million and$174.8 million for thesix months ended June 30, 2026 and 2025,

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See notes 3, Investments in Real Estate, 4, Investments in Unconsolidated Entities, and 5, Investments in Loans

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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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pursue various co-investment opportunities with institutional investors. In connection with this initiative, on March

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31, 2026 we closed a$1.0 billion strategic investment from Apollo in exchange for a 49% interest in a newly formed

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joint venture which owns an existing portfolio of 492 retail properties contributed by the Company.

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capital from third-party investors and redeemed an aggregate$591.9 million of the Company's units, resulting inour

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indirect ownership interest of 26.8% in the Fund. On July 1, 2026, within our Fund, we called an additional

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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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joint venture. In March 2026, we established a strategic relationship with Apollo, a high-growth, global alternative

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During thethree and six months ended June 30, 2026, we settled approximately 13.7 million shares of common

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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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respect to settlement dates). In May 2026, we entered into a new ATM equity program that provides for the offer and

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sale of up to 150.0 million shares of common stock pursuant to forward sale agreements. As of June 30, 2026, we

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extension options. Pursuant to the terms of the revolving credit facility, the credit ratings at the time of the

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amendment provided for a borrowing rate of 67.5 basis points over the SOFR for USD borrowings, with a facility

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commitment fee of 12.5 basis points, for all-in drawn pricing of 80 basis points over SOFR, a reduction of 5.0 basis

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SOFR for USD borrowings, with a facility commitment fee of 0.100%, for all-in drawn pricing of 75 basis points over

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SOFR. Prior to the credit rating by Fitch Ratings, financing under the credit facility was 5 basis points higher.

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(6)“Other” consists of$729.4 million of commitments under construction contracts,$243.0 million for our equity interest in a joint venture, among

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purchase consideration obligations related to leasing activities atfour U.K. retail park properties acquired in 2026.

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We distributed$1.62 per share to stockholders during thesix months ended June 30, 2026, representing 73.0% of

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Reworded paragraphs (193)

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business trends, including interest rates and trends in the market for long-term leases of freestanding, single-client

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business trends, including interest rates and trends in the market for real estate or long-term leases of freestanding,

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properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us which may

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single-client properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us

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cause our actual future results to differ materially from expected results. Some of the factors that could cause actual

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which may cause our actual future results to differ materially from expected results. Some of the factors that could

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results to differ materially are, among others, our continued qualification as a real estate investment trust; general

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cause actual results to differ materially are, among others, our continued qualification as a real estate investment

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domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency

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trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and

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rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of

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currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other

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funding (including the terms, structure and partners of such funding); volatility and uncertainty in the credit and

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sources of funding (including the terms, structure and partners of such funding); volatility and uncertainty in the

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financial markets; other risks inherent in real estate, private capital, credit and mezzanine investments, and joint

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credit and financial markets; other risks inherent in real estate, private capital, credit and mezzanine investments,

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ventures or co-investment ventures, including solvency, defaults under leases, bankruptcies, potential liability

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and joint ventures or co-investment ventures, including solvency, defaults under leases, bankruptcies, potential

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relating to environmental matters, illiquidity of real estate investments (including rights of first refusal or rights of first

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liability relating to environmental matters, illiquidity of real estate investments (including rights of first refusal or rights

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offer), and potential damages from natural disasters; impairments in the value of our real estate assets; volatility and

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of first offer), and potential damages from natural disasters; impairments in the value of our real estate assets;

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changes in domestic and foreign laws and the application, enforcement or interpretation thereof (including with

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volatility and changes in domestic and foreign laws and the application, enforcement or interpretation thereof

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respect to tax laws and rates); property ownership through co-investment ventures, funds, joint ventures,

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(including with respect to tax laws and rates); property ownership through co-investment ventures, funds, joint

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partnerships and other arrangements which, among other things, may transfer or limit our control of the underlying

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ventures, partnerships and other arrangements which, among other things, may transfer or limit our control of the

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investments; epidemics or pandemics; the loss of key personnel; the threat and outcome of any legal proceedings

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underlying investments; epidemics or pandemics; the loss of key personnel; the threat and outcome of any legal

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to which we are a party or which may occur in the future; acts of terrorism and war; and the anticipated benefits

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proceedings to which we are a party or which may occur in the future; acts of terrorism and war; and the anticipated

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from mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other arrangements.

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benefits from mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other

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in 1969, we serve our clients as a full-service real estate capital provider. As of June 30, 2026, we have a portfolio of

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in 1969, we serve our clients as a full-service real estate capital provider. As of September 30, 2026, we have a

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over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), andeight other

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portfolio of over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and

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countries in Europe. We are known as “The Monthly Dividend Company®” and have a mission to invest in people

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eight other countries in Europe. We are known as “The Monthly Dividend Company®” and have a mission to invest

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and places to deliver dependable monthly dividends that increase over time. Since our founding, we have declared

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in people and places to deliver dependable monthly dividends that increase over time. Since our founding, we have

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673 consecutive monthly dividendsand are a member of the S&P 500 Dividend Aristocrats® index for having

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declared 676 consecutive monthly dividendsand are a member of the S&P 500 Dividend Aristocrats® index for

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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 September 30, 2026, we owned or held interests in 15,536 properties, with approximately 357.1 million square

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of leasable space leased to 1,798 clients doing business in 92 separate industries. Of the 15,588 properties in our

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feet of leasable space leased to 1,842 clients doing business in 96 separate industries. Of the 15,536 properties in

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portfolio as of June 30, 2026,15,218, or 97.6%, were single-tenant properties, and the remaining were multi–client

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our portfolio as of September 30, 2026,15,155, or 97.5%, were single-client properties, and the remaining were

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properties. Our total portfolio of properties as of June 30, 2026 had a weighted average remaining lease term

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multi–client properties. Our total portfolio of properties as of September 30, 2026 had a weighted average remaining

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(excluding rights to extend a lease at the option of the client) of approximately 8.6 years. Total portfolio annualized

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lease term (excluding rights to extend a lease at the option of the client) of approximately 8.5 years. Total portfolio

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base rent (defined as our pro-rata share of contractual monthly base rent for all leases in place and exchange rates

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annualized base rent (defined as our pro-rata share of contractual monthly base rent for all leases in place and

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as of the balance sheet date, multiplied by 12) on our leases as of June 30, 2026 was$5.28 billion.

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exchange rates as of the balance sheet date, multiplied by 12) on our leases as of September 30, 2026 was$5.36

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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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As of September 30, 2026, approximately 34.9% of our total portfolio annualized base rent comes from properties

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to our investment grade clients, their subsidiaries or affiliated companies. As of June 30, 2026, our top 20 clients

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leased to our investment grade clients, their subsidiaries or affiliated companies. As of September 30, 2026, our top

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(based on percentage of total portfolio annualized base rent) represented approximately 34.8% of ourannualized

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20 clients (based on percentage of total portfolio annualized base rent) represented approximately 34.3% of our

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base rent and 13 of these clients have investment grade credit ratings or are subsidiaries or affiliates of investment

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annualized base rent and 12 of these clients have investment grade credit ratings or are subsidiaries or affiliates of

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and operating expenses totaling$91.1 million and$87.4 million for thethree months ended June 30, 2026 and

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and operating expenses totaling$104.9 million and$82.5 million for thethree months ended September 30, 2026

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

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As of August 2026, we have paid 115 consecutive quarterly dividend increases and increased the dividend

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As of November 2, 2026, we have paid 116 consecutive quarterly dividend increases and increased the

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135 times since our listing on the New York Stock Exchange (“NYSE”) in 1994.

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dividend 136 times since our listing on the New York Stock Exchange (“NYSE”) in 1994.

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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 dividends paid per share during thenine months ended September 30, 2026 totaled$2.4345, as compared to

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during thesix months ended June 30, 2025, an increase of$0.020, or 1.2%.

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$2.4085 during thenine months ended September 30, 2025, an increase of$0.026, or 1.1%.

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Current report — wording carried from elsewhere

development or expansion, unconsolidated entities, and loans.

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forward sale agreements under our ATM program for a total of 18.5 million shares of common stock, representing

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notes are senior, unsecured obligations of Realty Income and accrue interest at a rate of 3.750% per annum,

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payable semi-annually in arrears. The notes will mature on August 15, 2031, unless earlier repurchased, redeemed

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quarters had in each case occurred on the first day of such four-quarter period, and subject to certain additional adjustments. Such pro forma

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coverage. The following is our calculation of debt service and fixed charge coverage as of September 30, 2026 (in thousands, for trailing

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unsecured notes and bonds: Fitch Ratings has assigned a credit rating of A with a "stable" outlook, Moody’s

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Standard & Poor's Ratings Group has assigned a rating of A-2.

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(3)Includes primarily obligations related to financing lease liabilities.
Rearranged previous paragraphs (10)

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Establishment of Joint Venture with Apollo

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as of the first day of the four-quarter period, nor does it purport to reflect our debt service coverage ratio for any future period. Fixed charge

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coverage as of June 30, 2026 (in thousands, for trailing twelve months):

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unsecured notes and bonds: Moody’s Investors Service has assigned a rating of A3 with a “stable” outlook,

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ratings on our commercial paper: Moody's Investors Service has assigned a rating of P-2, Standard & Poor's

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months ended June 30, 2026 as compared to the same periods in 2025, respectively, primarily due to higher

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June 30, 2026 as compared to the same periods in 2025, respectively, primarily due to higher reimbursable property

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ended June 30, 2026 as compared to the same periods in 2025, respectively, primarily due to higher employee

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ended June 30, 2026 as compared to the same periods in 2025, respectively, is primarily attributable to higher

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months ended June 30, 2026 as compared to the same periods in 2025, respectively, primarily attributable to the