Skip to main content

REALTY INCOME CORP

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

View on SEC.gov

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$59.50+0.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Notes to Consolidated Financial Statements

September 30, 2026 (unaudited)

  1. Summary of Significant Accounting Policies

Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P

500 company andreal estate partner to the world's leading companies®. The Company was founded in 1969 and

our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”.

As of September 30, 2026, we owned or held interests in a diversified portfolio of 15,536 properties located in all 50

states of the United States ("U.S."), the United Kingdom ("U.K."), andeight other countries in Europe.

Basis of Presentation. These consolidated financial statements have been prepared in accordance with

accounting principles generally accepted in the United States of America ("U.S. GAAP"). Intercompany accounts

and transactions are eliminated in consolidation. The U.S. Dollar ("USD") is our reporting currency. Unless

otherwise indicated, all dollar amounts are expressed in USD.

For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements

into USD at the time we consolidate those subsidiaries’ financial statements. Generally, assets and liabilities are

translated at the exchange rate in effect at the balance sheet date. The resulting translation adjustments are

included in 'Accumulated other comprehensive income' ("AOCI")on our consolidated balance sheets. Certain

balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate.

Income statement accounts are translated using the average exchange rate for the period.

We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in

our functional currency. When the debt is remeasured to the functional currency of the entity, a gain or loss can

result. The resulting adjustment is reflected in 'Foreign currency and derivative loss, net' in our consolidated

statements of income and comprehensive income. In the statement of cash flows, cash flows denominated in

foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at

average exchange rates for the period, depending on the nature of the cash flow items.

In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary to present a

fair statement of results for the interim periods presented have been included. Operating results for thethree and

nine months ended September 30, 2026 are not necessarily an indication of the results that may be expected for

the entire year. Readers of this quarterly report should refer to our audited consolidated financial statements for the

year ended December 31, 2025, which are included in our 2025 annual report on Form 10-K, as certain disclosures

that would substantially duplicate those contained in the audited financial statements have not been included in this

report.

Principles of Consolidation. These consolidated financial statements include the accounts of Realty Income and

all other entities in which we have a controlling financial interest. We evaluate whether we have a controlling

financial interest in an entity in accordance with Accounting Standards Codification ("ASC") 810, Consolidation.

Voting interest entities ("VOEs") are entities considered to have sufficient equity at risk and which the equity holders

have the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the

entity’s activities. We consolidate voting interest entities in which we have a controlling financial interest, which we

typically have through holding of a majority of the entity’s voting equity interests.

Variable interest entities ("VIEs") are entities that lack sufficient equity at risk or where the equity holders either do

not have the obligation to absorb losses, do not have the right to receive residual returns, do not have the right to

make decisions about the entity’s activities, or some combination of the above. A controlling financial interest in a

VIE is present when an entity has a variable interest, or a combination of variable interests, that provides the entity

with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance

and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially

be significant to the VIE. An entity that meets both conditions above is deemed the primary beneficiary and

consolidates the VIE. We reassess our initial evaluation of whether an entity is a VIE when certain reconsideration

events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing

basis based on current facts and circumstances.

-8-

As of September 30, 2026, we are considered the primary beneficiary of our U.S. Core Plus Fund (the "Fund"), our

strategic joint ventures with KKR & Co. Inc. ("KKR") and Apollo Global Management, Inc. ("Apollo"), Realty Income,

L.P. and certain investments, including investments in joint ventures. Below is a summary of selected financial data

of such consolidated VIEs, includedon our consolidated balance sheets as of September 30, 2026 and December

31, 2025 (in thousands):

September 30, 2026December 31, 2025
Net real estate$8,374,667$4,831,968
Total assets$9,973,866$5,579,888
Total liabilities$1,205,030$422,092

The portion of a consolidated entity not owned by us is recorded as a noncontrolling interest. Noncontrolling

interests are reflectedon our consolidated balance sheets as a component of equity. Noncontrolling interests that

were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of

the date of the transaction. For further details, see note 9, Noncontrolling Interests.

Reclassifications. The 'Other revenue' line item from prior periods has been disaggregated into the following line

items: 'Interest income on financing receivables', 'Interest and dividend income on loans and preferred equity

investments', and 'Other' to provide further detail on amounts included as 'Other' in our consolidated statements of

income and comprehensive income. 'Provisions for impairment' has also been disaggregated into the following line

items: 'Provisions for impairment of real estate' and 'Provisions for credit losses on loans and financing receivables'

in our consolidated statements of income and comprehensive income. Finally, 'Investment in loans and financing

receivables, net' has been disaggregated from 'Other assets, net'on our consolidated balance sheets. Prior periods

have been reclassified to conform with the current period’s presentation.

Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. GAAP, which

requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts

of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Net Income per Common Share. Basic net income per common share is computed by dividing net income

available to common stockholders by the weighted average number of common shares outstanding during each

period. Diluted net income per common share is computed by dividing net income available to common

stockholders, plus income attributable to dilutive shares and convertible common units for the period, by the

weighted average number of common shares that would have been outstanding assuming the issuance of common

shares for all dilutive common shares outstanding during the reporting period, including common shares required to

satisfy the exchange obligation for convertible notes under the if-converted method, assuming all such convertible

notes were converted at the beginning of the reporting period, or date of issuance, if later. For further details, see

note 15, Net Income per Common Share.

Income Taxes. We have elected to be taxed as a real estate investment trust ("REIT"), under Section 856 of the

U.S. Internal Revenue Code of 1986, as amended (the “Code”). We believe we have qualified and continue to

qualify as a REIT. Under the REIT operating structure, we are permitted to deduct dividends paid to our

stockholders in determining our taxable income. Assuming our dividends equal or exceed our taxable net income in

the U.S., we generally will not be required to pay U.S. income taxes on such income. Accordingly, no provision has

been made for federal income taxes in the accompanying consolidated financial statements, except for federal

income taxes of our taxable REIT subsidiaries ("TRS"). A TRS is a subsidiary of a REIT that is subject to federal,

state and local income taxes, as applicable. Our use of TRS entities enables us to engage in certain business

activities while complying with the REIT qualification requirements and to retain any income generated by these

businesses for reinvestment without the requirement to distribute those earnings. We are liable for taxes in our

applicable international territories and have made the appropriate provisions in those territories. Therefore, the

income taxes recorded in our consolidated statements of income and comprehensive income represent amounts for

U.S. income taxes on our TRS entities, city and state income and franchise taxes, as well as income taxes for the

applicable international territories.

-9-

We recognize deferred income tax in our taxable subsidiaries, including certain international jurisdictions. Deferred

income tax assets and liabilities are generally the result of temporary differences between book and tax accounting,

such as timing differences caused by different useful lives used for depreciation. We provide for a valuation

allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be

realized. We had$13.1 million and$4.3 million of net deferred tax liabilities as of September 30, 2026 and

December 31, 2025, respectively, which are reported in 'Other liabilities'on our consolidated balance sheets.

Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for

financial reporting purposes primarily due to differences in the estimated useful lives and methods used to compute

depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.

We regularly analyze our various international, federal and state filing positions and only recognize the income tax

effect in our financial statements when certain criteria regarding uncertain income tax positions have been met. We

believe that our income tax positions would more likely than not be sustained upon examination by all relevant

taxing authorities. Therefore, no provisions for uncertain tax positions have been recorded on our consolidated

financial statements.

Lease Revenue Recognition and Accounts Receivable. The majority of our leases are accounted for as

operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a

straight-line basis over the lease term. Any rental revenue contingent upon our client’s sales, or percentage rent, is

recognized only after our client exceeds its sales breakpoint. Rental increases based upon changes in the

consumer price indices are recognized only after the changes in the indices have occurred and are then applied

according to the lease agreements. Lease termination fees, which are included in rental revenue, are amortized

over the remaining term of the lease until we have no continuing obligation to provide services to such former client.

Contractually obligated rental revenue from our clients for recoverable real estate taxes and operating expenses is

included in contractually obligated reimbursements by our clients, a component of rental revenue, in the period

when such costs are incurred. Taxes and operating expenses paid directly by our clients are recorded on a net

basis.

Other revenue includes certain property-related revenue not included in rental revenue. Interest income on financing

receivables includes interest income recognized on financing receivables for certain leases with above-market

terms.

We assess the probability of collecting substantially all of the lease payments to which we are entitled under the

original lease contract as required under ASC 842, Leases. We assess the collectability of our future lease

payments based on an analysis of creditworthiness, economic trends and other facts and circumstances related to

the applicable clients. If we conclude the collection of substantially all of lease payments under a lease is less than

probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease

receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental

revenue, and no further operating lease receivables are recorded for that lease until such future determination is

made that substantially all lease payments under that lease are now considered probable. If we subsequently

conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease

receivables previously written off is recognized.

In addition to the client-specific collectability assessment conducted, we may also recognize a general allowance,

as a reduction to rental revenue, for our operating lease receivables which are not expected to be fully collectible.

We had$5.8 million and$5.1 million of general allowance as of September 30, 2026 and December 31, 2025,

respectively.

Loans Receivable. Our investments in loans are classified as held for investment and are carried at their amortized

cost basis. We recognize interest income on loans receivable using a method that approximates the effective-

interest method. Direct costs associated with originating loans, along with any premium or discount, are deferred

and amortized as an adjustment to interest income over the term of the loan using the effective interest method.

When management identifies that the full recovery of the contractually specified payments of principal and interest

of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status. We have

made an accounting policy election to record accrued interest on our loan portfolio separate from our loan

receivable and other lending investments. These loans are presented in 'Investment in loans and financing

receivables, net' and the related interest receivable is presented in 'Other assets, net'on our consolidated balance

sheets.

-10-

Acquisition, Development and Construction ("ADC") Arrangements. We originate loans to third-party

borrowers for the acquisition, development, and construction of real estate. Each ADC arrangement is evaluated in

accordance with ASC 310, Receivables, which involves the determination of whether an arrangement should be

accounted for as a loan receivable or as an equity method investment. This analysis is applied only where the

borrower entity is not subject to consolidation under ASC 810, Consolidation. Specifically, we first assess whether

we are expected to receive more than 50% of the expected residual profits from the project, defined as profit above

a reasonable lender return from the sale, refinancing, or other use of the property. If our expected participation in

residual profits exceeds 50%, the arrangement must be accounted for as an equity method investment. If our

expected participation is 50% or less, we further evaluate whether the arrangement exhibits characteristics more

consistent with a loan or an equity method investment. This evaluation involves judgment and considers various

factors, including the significance of borrower equity in the project, loan-to-cost and loan-to-value metrics relative to

market, the existence of guarantees or binding lease arrangements, and interest rate and fee terms relative to

market, among others. We reassess the classification of each ADC arrangement if facts and circumstances

subsequently change in a manner that could affect the initial classification. Any reclassification is applied

prospectively. As of September 30, 2026, we have determined that all of our ADC loan arrangements have

characteristics more consistent with a loan than an equity method investment, and accordingly account for them as

loan receivables.

Financing Receivables. For properties we acquire that qualify as sale-leaseback transactions and for which the

purchase price is in excess of the fair value of the real estate acquired, the difference is accounted for as financing

receivables, presented within 'Investment in loans and financing receivables, net' on our consolidated balance

sheets. Rent payments are allocated between rental income and the financing receivable. Our net investments in

sales-type and direct financing leases are also accounted for as financing receivables. Interest income on financing

receivables is recognized using the interest rate implicit in the lease and presented within 'Interest income on

financing receivables' in our consolidated statements of income and comprehensive income.

Allowance for Credit Losses. The allowance for credit losses, which is recorded as a reduction to 'Investment in

loans and financing receivables, net' on our consolidated balance sheets, is based on our clients' respective credit

ratings, our historical experience, and the expected value of the underlying collateral upon its repossession. We

generally apply probability of default, discounted cash flow, or loss rate methods considering the risk characteristics

of each asset or pool. If we determine a financing receivable no longer shares risk characteristics with other

financing receivables in the pool, we evaluate the financing receivable for expected credit losses on an individual

basis. Included in our model are factors that incorporate forward-looking information. The measurement of expected

credit losses is also applicable to off-balance sheet credit exposures such as unfunded loan commitments. The

allowance for credit losses attributed to unfunded commitments is included in 'Other liabilities' on our consolidated

balance sheets. Changes in our allowance for credit losses are presented in 'Provisions for credit losses on loans

and financing receivables' in our consolidated statements of income and comprehensive income. For further details,

see note 5, Investments in Loans and Financing Receivables.

Merger, Transaction, and Other Costs, Net. Merger, transaction, and other costs, net, includes (i) expensed

acquisition costs, including certain costs incurred for credit investment loans, (ii) organization costs for potential

strategic ventures and business lines, (iii) placement fees incurred in fundraising of the Fund, (iv) merger-related

transaction costs, and (v) other costs that do not align with the ongoing operations of our business. During thethree

and nine months ended September 30, 2026, we incurred$2.7 million and$15.5 million, respectively, ofmerger,

transaction, and other costs, net consisting primarilyof placement fees incurred in fundraising for the Fund and

certain strategic venture organization costs.

Equity Offering Costs. Underwriting commissions and offering costs have been reflected as a reduction of

additional paid-in capital on our consolidated balance sheets. Costs incurred in connection with the issuance of

noncontrolling interests, including direct and incremental costs associated with forming joint ventures and admitting

third-party investors, are capitalized as equity offering costs. Costs that are not directly attributable to the issuance

of equity are expensed as incurred.

-11-

Recent Accounting Standards Not Yet Adopted. In September 2025, the Financial Accounting Standards Board

("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles—Goodwill and Other—Internal-Use

Software, which simplifies the capitalization guidance by removing references to software development project

stages and further updates so that the guidance considers various software development methods. The

amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim

reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this

update permit an entity to apply the new guidance using a prospective, retrospective or modified transition

approach. While we are currently evaluating the impact of this pronouncement, we do not expect it will have a

material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—

Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the

nature of expenses included in the income statement. This ASU is effective for fiscal years beginning after

December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis,

with early adoption permitted. While the adoption is not expected to have an impact on our financial statements, it is

expected to result in incremental disclosures within the footnotes to our consolidated financial statements.

  1. Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands):
A. · Accounts receivable, net, consist of the following at: · September 30, 2026 · December 31, 2025
Straight-line rent receivables, net$1,002,978$880,341
Client receivables, net214,839173,146
$1,217,817$1,053,487
B. · Lease intangible assets, net, consist of the following at: · September 30, 2026 · December 31, 2025
In-place leases$8,060,206$7,627,840
Above-market leases2,294,7852,251,857
Accumulated amortization of in-place leases(3,692,006)(3,220,426)
Accumulated amortization of above-market leases(1,080,281)(944,198)
Other items2,0962,168
$5,584,800$5,717,241
C. · Other assets, net, consist of the following at: · September 30, 2026 · December 31, 2025
Investment in preferred equity$831,755$800,472
Right of use asset - financing leases, net826,195827,644
Right of use asset - operating leases, net569,989592,319
Restricted deposits205,00083,200
Value-added tax receivable128,06975,005
Prepaid expenses126,99376,207
Derivative assets and receivables - at fair value72,6598,018
Interest receivable54,00133,805
Revolving credit facilities origination costs, net32,36525,246
Corporate assets, net15,38915,159
Non-refundable escrow deposits7,8003,150
Impounds related to mortgages payable2,6602,714
Other items101,08481,759
$2,973,959$2,624,698

-12-

D. · Accounts payable and accrued expenses consist of the following at: · September 30, 2026 · December 31, 2025
Notes payable - interest payable$298,017$303,557
Derivative liabilities and payables - at fair value150,331205,695
Accrued income taxes137,626120,228
Property taxes payable117,44792,246
Accrued property expenses82,08569,258
Value-added tax payable72,70276,009
Accrued costs on properties under development61,67936,064
Mortgages, term loans, and credit line - interest payable2,0672,699
Other items172,988155,213
$1,094,942$1,060,969
E. · Lease intangible liabilities, net, consist of the following at: · September 30, 2026 · December 31, 2025
Below-market leases$2,197,384$2,135,262
Accumulated amortization of below-market leases(733,455)(641,304)
$1,463,929$1,493,958
F. · Other liabilities consist of the following at: · September 30, 2026 · December 31, 2025
Lease liability - operating leases$409,910$429,675
Rent received in advance and other deferred revenue404,515460,968
Lease liability - financing leases165,371121,434
Security deposits40,59439,036
Other items42,36315,696
$1,062,753$1,066,809
  1. Investments in Real Estate

A. Acquisitions of Real Estate

Below is a summary of our acquisitions for thenine months ended September 30, 2026 (unaudited):

Number ofPropertiesInvestment($ in millions)Weighted AverageLease Term(Years)
Acquisitions
U.S. real estate299$3,336.010.3
Europe real estate651,966.88.1
Total real estate acquisitions364$5,302.89.4
Real estate properties under development
U.S. real estate33$108.616.9
Europe real estate28204.011.2
Total real estate properties under development61$312.613.2
Total (1)425$5,615.49.7

(1)The new properties are 46.0% retail,53.9% industrial, and 0.1% data center property types based on net operating income. Approximately

50% of our clients occupying the new properties are investment grade based on estimated contractual first year cash net operating income.

-13-

The aggregate purchase price was allocated as follows (in millions):

Acquisitions - USDAcquisitions - SterlingAcquisitions - Euro
Land$588.5£167.3€209.9
Buildings and improvements2,366.4319.0724.3
Lease intangible assets (1)454.2109.1134.9
Other assets (2)58.5——
Lease intangible liabilities (3)(95.2)(8.9)(24.5)
Other liabilities (4)(37.2)—(1.5)
Total$3,335.2£586.5€1,043.1

(1)The weighted average amortization period for acquired lease intangible assets is 10.5 years.

(2)USD-denominated other assets consists primarily of$37.8 million of financing receivables allocated to sale-leaseback transactions,$15.6

million right-of-use assets accounted for as finance leases, and$5.1 million right-of-use assets under long-term ground leases.

(3)The weighted average amortization period for acquired lease intangible liabilities is 14.4 years.

(4)USD-denominated other liabilities consists primarily of$20.8 million lease liabilities under finance leases,$10.6 million deferred rent on certain

below-market leases, and$5.7 million lease liabilities under ground leases.

The aggregate purchase price of the assets acquired during thenine months ended September 30, 2026 included

contingent consideration of$13.8 million. For further information, see note 18, Commitments and Contingencies.

The properties acquired during thenine months ended September 30, 2026 generated total revenue and net

income of$137.3 million and$49.0 million, respectively.

B. Investments in Existing Properties

During thenine months ended September 30, 2026, we capitalized costs of$121.9 million on existing properties in

our portfolio, consisting of$114.7 million for building improvements,$7.1 million for re-leasing costs, and$0.1

million for recurring capital expenditures. In comparison, during thenine months ended September 30, 2025, we

capitalized costs of$88.9 million on existing properties in our portfolio, consisting of$84.0 million for building

improvements,$4.6 million for re-leasing costs, and$0.3 million for recurring capital expenditures.

C. Properties with Existing Leases

The value of the in-place and above-market leases is recorded to 'Lease intangible assets, net'on our consolidated

balance sheets, and the value of the below-market leases is recorded to 'Lease intangible liabilities, net'on our

consolidated balance sheets.

The values of the in-place leases are amortized as depreciation and amortization expense. The amounts amortized

to expense for all of our in-place leases for thenine months ended September 30, 2026 and 2025 were

$616.3 million and$670.6 million, respectively.

The values of the above-market and below-market leases are amortized over the term of the respective leases,

including any bargain renewal options, as an adjustment to rental revenue in our consolidated statements of income

and comprehensive income. The amounts amortized as a net decrease to rental revenue for capitalized above-

market and below-market leases for thenine months ended September 30, 2026 and 2025 were$24.6 million and

$12.6 million, respectively.

The following table presents the estimated impact during the next five years and thereafter related to the

amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease

intangibles as of September 30, 2026 (in thousands):

Net increase (decrease) torental revenue · Increase toamortizationexpense
2026$(9,674)$195,816
2027(36,858)709,274
2028(28,685)609,099
2029(25,658)525,307
2030(14,852)441,989
Thereafter365,1521,886,715
Total$249,425$4,368,200

-14-

D. Gain on Sales of Real Estate

The following table summarizes our properties sold during the periods indicated below (dollars in millions):

Three months ended September 30,Nine months ended September 30,
2026202520262025
Number of properties182140359268
Net sales proceeds$526.6$214.8$875.2$424.2
Gain on sales of real estate$113.9$49.1$187.8$110.2
  1. Investments in Unconsolidated Entities

The following is a summary of our investments in unconsolidated entities for the periods indicated below (dollars in

Ownership % · Number of Properties · Carrying Amount (1) of Investment as of · Equity in earnings of unconsolidated entities
Nine months ended September 30,
As of September 30, 2026 · September 30, 2026 · December 31, 2025 · 2026 · 2025
Digital Realty Joint Venture (2)80.0%2$357,666$293,073$6,740$9,229
Bellagio Las Vegas Joint Venture - Common Equity Interest (3)21.9%1237,579253,6251,4731,477
Bellagio Las Vegas Joint Venture - Preferred Equity Interest (3)n/an/a650,000650,000——
Development Joint Ventures (4)95.0%3128,29759,758(64)—
Cloud Capital Joint Venture (5)45.0%1243,842—(349)—
Total investment in unconsolidated entities$1,617,384$1,256,456$7,800$10,706

(1)As of September 30, 2026, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by

$13.1 million. This basis difference is primarily due to the capitalized interest related to the data center and Passport Park development joint

ventures.

(2)The joint venture with Digital Realty Trust, Inc. is expanding the capacity of itstwo data centers for the existing client, and our pro-rata share of

the estimated costs for thesecond and third phase of the development was$152.8 million as of September 30, 2026. We have determined

that this joint venture is a VOE. As we do not control this joint venture, we account for it under the equity method. Our maximum exposure to

loss associated with this VOE is limited to our equity investment and our pro-rata share of the remaining estimated development costs for the

second and third phase of the project.

(3)During each of thenine months ended September 30, 2026 and 2025, we recognized interest income of$39.4 million for 8.1% preferential

cumulative distributions, included within 'Interest and dividend income on loans and preferred equity investments' in our consolidated

statements of income and comprehensive income. The unconsolidated entity had total debt outstanding of$3.0 billion as of September 30,

2026, all of which was non-recourse to us with limited customary exceptions.

(4)As of September 30, 2026, we held a 95.0% common equity interest in each of thetwo joint ventures with Trammell Crow Company ("TCC").

Under one of the joint ventures, we hold$77.8 million in preferred equity and as of September 30, 2026, have committed to investing an

additional$49.6 million for development ofthree industrial facilities. In September 2026, we established another joint venture with TCC in

which we hold a 95.0% ownership interest. As of September 30, 2026, we had invested$10.5 million and have committed to investing an

additional$8.0 million for the development of an industrial facility under this joint venture. We have determined that these joint ventures are

VIEs. We are not the primary beneficiary of these VIEs because significant activities affecting economic performance are shared. TCC is the

managing member, and we do not have substantive kick-out rights. We will continuously evaluate whether we are the primary beneficiary as

power to direct significant activities can change during the joint venture's life. Our maximum loss exposure is limited to our common and

preferred equity investments and committed funding.

(5)In July 2026, we invested approximately$245.4 million in a joint venture between Cloud Capital and a global institutional investor that indirectly

owns a stabilized data center located in Northern Virginia. The investment amount includes$4.7 million related to amounts reserved in

connection with the joint venture's financing. We have determined that this joint venture is a VOE. We have an effective 45.0% ownership

interest in the underlying property and account for our investment under the equity method. The unconsolidated entity had total debt

outstanding of approximately$520.0 million as of September 30, 2026, all of which was non-recourse to us subject to limited customary

exceptions.

-15-

  1. Investments in Loans and Financing Receivables

A. Loans

The following table presents information about our loans as of September 30, 2026 and December 31, 2025 (dollars

in millions):

Loan TypePrincipal BalanceTotal Carrying Value (1)Future Funding Commitments (2)Weighted Average Term (Years) (3)Weighted Average Interest Rate (4)
Secured Loans (5)$1,830.5$1,778.2$65.03.98.4%
Construction Loans170.8170.892.91.38.2
Mortgage Loans345.5345.820.23.47.4
Unsecured and Mezzanine Loans (6)1,187.11,169.9108.53.09.2
Total$3,533.9$3,464.7$286.63.48.6%
Loan TypePrincipal BalanceTotal Carrying Value (1)Future Funding Commitments (2)Weighted Average Term (Years) (3)Weighted Average Interest Rate (4)
Secured Loans$1,250.4$1,214.1$—4.68.8%
Mortgage Loans256.2256.234.05.17.6
Unsecured and Mezzanine Loans214.7211.8—2.910.3
Total$1,721.3$1,682.1$34.04.58.8%

(1)Total carrying value includes unamortized loan origination costs and allowances for credit losses. Total carrying amount excludes interest

receivable of$49.4 million and$27.8 million as of September 30, 2026 and December 31, 2025, respectively, which is presented in 'Other

assets, net' on our consolidated balance sheets.

(2)Our future funding commitments are subject to our borrowers’ compliance with the financial covenants and other applicable provisions of

each respective loan agreement.

(3)Based on original contractual maturity date assuming no extension options are exercised.

(4)The weighted average interest rate is based on outstanding principal balances and interest rates in place as of September 30, 2026 and

December 31, 2025.

(5)Represents loans that have senior ranking security interests in certain assets pledged by borrowers, including material bank accounts,

receivables, real property, or equity securities, or a combination of such assets.

(6)Our investments in unsecured and mezzanine loans represent loans whose proceeds are being used by borrowers to fund data center and

industrial investments.

The following table summarizes the activity within loans receivable, net for thethree and nine months ended

September 30, 2026 (in millions):

Loans receivable, net as of June 30, 2026$3,297.6
Principal fundings241.5
Interest drawn on loans23.7
Principal repayments(91.4)
Accretion of original issue cost0.4
Change in allowance for credit losses(6.9)
Foreign currency remeasurement(0.2)
Loans receivable, net as of September 30, 2026$3,464.7
Loans receivable, net as of December 31, 2025$1,682.1
Principal fundings1,901.7
Interest drawn on loans32.3
Principal repayments(91.4)
Accretion of original issue cost1.3
Change in allowance for credit losses(33.6)
Foreign currency remeasurement(27.7)
Loans receivable, net as of September 30, 2026$3,464.7

-16-

B. Financing Receivables

The following table presents information about our investments in sales type and direct financing leases and sale-

leaseback transactions accounted for as financing receivables in accordance with ASC 842, Leases, as of

September 30, 2026 and December 31, 2025 (dollars in millions):

Carrying Value as of
MaturitySeptember 30, 2026December 31, 2025
Sale-leaseback transactions accounted for as financing receivables (1)2031 - 2050$1,551.2$1,574.6
Net investment in sales type and direct financing leases2027 - 205914.314.3
Total$1,565.5$1,588.9

(1)Amounts represent the portion of the purchase price allocated to above-market lease terms in sale-leaseback transactions, representing an

off-market adjustment, net of repayments. For further information, see note 1, Summary of Significant Accounting Policies.

C. Allowance for Credit Losses

The following table summarizes the activity within the allowance for credit losses related to loans and financing

receivable for thethree and nine months ended September 30, 2026 and September 30, 2025 (in millions):

Three months ended September 30, 2026Loans ReceivableFinancing ReceivableUnfunded Loan CommitmentsTotal
Allowance for credit losses as of June 30, 2026$57.2$20.3$2.3$79.8
Provisions for credit losses (1)6.97.7(0.4)14.2
Allowance for credit losses as of September 30, 2026$64.1$28.0$1.9$94.0
Allowance for credit losses as of December 31, 2025$30.5$78.4$—$108.9
Provisions for credit losses (1)34.124.61.960.6
Write-offs (2)—(75.0)—(75.0)
Foreign currency remeasurement(0.5)——(0.5)
Allowance for credit losses as of September 30, 2026$64.1$28.0$1.9$94.0
Three months ended September 30, 2025Loans ReceivableFinancing ReceivableUnfunded Loan CommitmentsTotal
Allowance for credit losses as of June 30, 2025$14.8$87.0$—$101.8
Provisions for credit losses (1)11.30.3—11.6
Foreign currency remeasurement(0.2)——(0.2)
Allowance for credit losses as of September 30, 2025$25.9$87.3$—$113.2
Allowance for credit losses as of December 31, 2024$12.3$99.2$—$111.5
Provisions for credit losses (1)12.819.1—31.9
Write-offs (2)—(31.1)—(31.1)
Foreign currency remeasurement0.80.1—0.9
Allowance for credit losses as of September 30, 2025$25.9$87.3$—$113.2

(1)Provisions for credit losses on loans receivable were primarily attributable to initial expected credit losses on loans acquired or originated

during thethree and nine months ended September 30, 2026 and 2025. For thethree and nine months ended September 30, 2026 and 2025,

the increase in credit losses on financing receivables was largely attributable to deterioration in the creditworthiness of certain clients.

(2) For thenine months ended September 30, 2026, write-offs were primarily related to fully reserved financing receivables written off during the

period. For thenine months ended September 30, 2025, write-offs were related to lease amendments made to facilitate a client's

reorganization plan.

-17-

  1. Credit Facilities and Commercial Paper Programs

A. RI Credit Facilities

In July 2026, we amended and restated our$4.0 billion revolving credit facilities by entering into a Fifth Amended

and Restated Credit Agreement. The Fifth A&R Credit Agreement provides for, among other changes, updated

capacity of$5.5 billion in unsecured multicurrency revolving credit facilities, which consists oftwo $2.75 billion

tranches, which initially mature on April 29, 2029 and July 10, 2030, respectively (collectively, the “RI Credit

Facilities”). The RI Credit Facilities also includetwo six-month extensions for each facility, which can be exercised at

our option.

The RI Credit Facilities allow us to borrow (a) under the revolving credit facility maturing in July 2030 (i) in up tofour

currencies (including USD) under a$2.0 billion tranche thereunder and (ii) in up to 15 currencies (including USD)

under a$750.0 million tranche thereunder, and (b) under the revolving credit facility maturing in April 2029 (i) in up

tofour currencies (including USD) under a $2.0 billion tranche thereunder and (ii) in up to 15 currencies (including

USD) under a$750.0 million tranche thereunder. The aggregate capacity of the RI Credit Facilities can be increased

to up to$6.5 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments.

Borrowings under the RI Credit Facilities bear interest at the applicable benchmark rate for the currency and

borrowing option selected, including SOFR-based rates for USD borrowings, SONIA-based rates for GBP

borrowings and EURIBOR-based rates for EUR borrowings, subject to applicable adjustments specified in the credit

agreement, plus a margin determined by our credit ratings. As of September 30, 2026, our investment grade credit

ratings provide for a borrowing rate of 0.650% over the applicable benchmark rate. A revolving credit facility

commitment fee of 0.100% is payable on the total commitment amount.

As of September 30, 2026, we had a borrowing capacity of$5.4 billion available on our RI Credit Facilities (subject

to customary conditions to borrowing) and an outstanding balance of$0.1 billion, including£91.0 million GBP and

€23.0 million EUR borrowings. As of December 31, 2025, we had a borrowing capacity of$2.7 billion and an

outstanding balance of$1.3 billion, including£597.0 million GBP and€444.0 million EURborrowings under our

previous$4.0 billion revolving credit facilities.

The weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 3.3% and 4.4%

during thenine months ended September 30, 2026 and 2025, respectively. As of September 30, 2026, the weighted

average interest rate on outstanding borrowings under our RI Credit Facilities was 4.2%.

As of September 30, 2026, origination costs of$27.6 million for RI Credit Facilities are included in 'Other assets,

net', as compared to$19.0 million as of December 31, 2025, on our consolidated balance sheets. These costs are

being amortized over the remaining term of our RI Credit Facilities.

B. Fund Credit Facilities

The Fund has a$1.38 billion unsecured credit facility, which provides for (a) up to$1.0 billion unsecured revolving

credit facility and (b) up to$380.0 million unsecured delayed draw term loan (collectively, the “Fund Credit

Facilities”). During the second quarter of 2026, the Fund drew all$380.0 million available under its unsecured

delayed draw term loan and used the proceeds to repay borrowings under its unsecured revolving credit facility. For

further details on the delayed draw term loan, see note 7, Term Loans. The revolving credit facility under the Fund

Credit Facilities matures in April 2029 and includestwo six-month extensions, which can be exercised at our option.

The amount under the unsecured revolving credit facility can be increased to up to$2.0 billion pursuant to an

accordion expansion feature, which is subject to obtaining lender commitments.

Borrowings under the unsecured revolving credit facility bear interest at one-month term SOFR plus 1.050%. A

revolving credit facility commitment fee of 0.150% is payable on the total commitment amount.

As of September 30, 2026, we had available borrowing capacity of$559.5 million under our unsecured revolving

credit facility (subject to customary conditions to borrowing) and an outstanding balance of$440.5 million. As of

December 31, 2025, we had available borrowing capacity under our Fund Credit Facilities of$1.2 billion and an

outstanding balance of$182.0 million, which included the delayed draw term loan until fully drawn in the second

quarter of 2026.

The weighted average interest rate on outstanding borrowings under our unsecured revolving credit facility was

4.8% and 6.4% during thenine months ended September 30, 2026 and 2025, respectively. As of September 30,

2026, the weighted average interest rate on outstanding borrowings under our unsecured revolving credit facility

was 4.9%.

-18-

As of September 30, 2026, origination costs of$4.8 million for the unsecured revolving credit facility are included in

'Other assets, net' as compared to$6.2 million as of December 31, 2025, on our consolidated balance sheets, and

are being amortized over the remaining term of the facility.

C. Commercial Paper Programs

In July 2026, we expanded our global unsecured commercial paper programs to a total combined capacity of

$5.5 billion, upsized from the prior$3.0 billion combined capacity. The programs consist of a$2.75 billion USD-

denominated commercial paper program and a$2.75 billion EUR-denominated commercial paper program. Each

commercial paper program permits us to issue up to a maximum aggregate amount of$2.75 billion (or foreign

currency equivalent). Our EUR-denominated unsecured commercial paper program may be issued in USD or

various foreign currencies, including but not limited to, EUR, GBP, Swiss Francs, Yen, Canadian Dollars, and

Australian Dollars, in each case, pursuant to customary terms in the European commercial paper market.

The commercial paper ranks pari passu in right of payment with all of our other unsecured senior indebtedness

outstanding, exclusive of unexchanged bonds from our merger with VEREIT, Inc. in 2021 and unexchanged Spirit

Realty Capital, Inc. (“Spirit”) bonds, including borrowings under our revolving credit facilities, our term loans and our

outstanding senior unsecured notes (and is structurally subordinated to all our subsidiary debt). Proceeds from

commercial paper borrowings are used for general corporate purposes.

As of September 30, 2026, the balance of borrowings outstanding under our commercial paper programs totaled

$1.5 billion, including$606.0 million of USD borrowings and€824.0 million of EUR borrowings, compared to

$516.8 million outstanding commercial paper borrowings, including€407.0 million of EUR borrowings and$39.0

million of USD borrowings, as of December 31, 2025. The weighted average interest rate on outstanding borrowings

under our commercial paper programs was 3.2% and 2.8% for thenine months ended September 30, 2026 and

2025, respectively. We use our revolving credit facilities as a liquidity backstop for the repayment of the notes issued

under the commercial paper programs. The commercial paper borrowings generally carry a term of less than a year.

D. Financial Covenants

Our credit facilities are subject to various leverage and interest coverage ratio limitations, and as of September 30,

2026, we were in compliance with the covenants under our credit facilities.

  1. Term Loans

A.2026 Term Loan Facility

In March 2026, we entered into a$693.9 million unsecured term loan due January 2036, which carries a fixed

interest rate of 4.91% (the "2026 Term Loan Facility"). Concurrently, we executed a cross-currency swap on

$500.0 million of proceeds for approximately€431.0 million. After giving effect to the swap, the effective blended

borrowing rate was 4.36% and the outstanding principal balance was$711.7 million as of September 30, 2026.

B.2026 Delayed Draw Term Loan

During thethree months ended June 30, 2026, the Fund fully drew on its$380.0 million unsecured delayed draw

term loan under the Fund Credit Facilities. The delayed draw term loan matures in April 2028, includes four six-

month extensions, which can be exercised at our option, and is subject to interest rate swaps that fix the effective

interest rate at 4.92%.

C.2025 Term Loan Facility

Our term loan agreement governing our multi-currency term loan provides for a£900.0 million Sterling-denominated

term loan facility that will initially mature in January 2028, before giving effect toone twelve-month extension option.

In addition, the Company has the ability from time to time on no more than three occasions to increase the

borrowings under the A&R Term Loan Agreement, which may be in the form of one or more new tranches of term

loans, up to an aggregate amount of borrowings under the A&R Term Loan Agreement not to exceed$1.35 billion,

subject to receipt of lender commitments and the satisfaction of certain customary conditions precedent. As of

September 30, 2026, we had an outstanding balance of$1.2 billion. As of September 30, 2026, our credit ratings

provide for a borrowing rate of 70 basis points over the applicable benchmark rate, which includes adjusted SOFR

for USD-denominated loans and adjusted SONIA for GBP-denominated loans. In conjunction with the closing, we

executed variable-to-fixed interest rate swaps, which fix the weighted average per annum interest rate at 4.2% over

theremainingone-year term.

-19-

D.2024 Term Loan Facility

In January 2024, in connection with the merger with Spirit (the "Merger"), we entered into an amended and restated

term loan agreement that replaced Spirit's then-existing term loans with various lenders. As of September 30, 2026,

we had an outstanding balance of$500.0 million, due August 2027, which is subject to interest rate swaps that fix

the effective interest rate at 3.2%.

E. Deferred Financing Costs

Deferred financing costs were$12.9 million as of September 30, 2026 and are included net of the term loans'

principal balance, as compared to$9.4 million as of December 31, 2025 on our consolidated balance sheets. These

costs are being amortized over the remaining term of the term loans.

As of September 30, 2026, we were in compliance with the covenants contained in the term loans.

  1. Notes Payable

A. General

As of September 30, 2026, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and

EUR-denominated. Foreign-denominated notes are converted at the applicable exchange rate on the balance sheet

date. The following are sorted by maturity date (in thousands):

Carrying Value (USD) as of
Maturity DatesPrincipal (Currency Denomination)September 30, 2026December 31, 2025
5.050% Notes due 2026January 13, 2026$500,000$—$500,000
0.750% Notes due 2026March 15, 2026$325,000—325,000
4.875% Notes due 2026June 1, 2026$599,997—599,997
4.450% Notes due 2026September 15, 2026$299,968—299,968
4.125% Notes due 2026October 15, 2026$650,000650,000650,000
1.875% Notes due 2027 (1)January 14, 2027£250,000331,528336,400
3.000% Notes due 2027January 15, 2027$600,000600,000600,000
3.200% Notes due 2027January 15, 2027$299,984299,984299,984
1.125% Notes due 2027 (1)July 13, 2027£400,000530,444538,240
3.950% Notes due 2027August 15, 2027$599,873599,873599,873
3.650% Notes due 2028January 15, 2028$550,000550,000550,000
3.400% Notes due 2028January 15, 2028$599,816599,816599,816
2.100% Notes due 2028March 15, 2028$449,994449,994449,994
2.200% Notes due 2028June 15, 2028$499,959499,959499,959
4.700% Notes due 2028December 15, 2028$400,000400,000400,000
3.500% Convertible Notes due 2029 (2)January 15, 2029$862,500862,500—
3.950% Notes due 2029February 1, 2029$400,000400,000400,000
4.750% Notes due 2029February 15, 2029$450,000450,000450,000
3.250% Notes due 2029June 15, 2029$500,000500,000500,000
4.000% Notes due 2029July 15, 2029$399,999399,999399,999
5.000% Notes due 2029 (1)October 15, 2029£350,000464,139470,960
3.100% Notes due 2029December 15, 2029$599,291599,291599,291
3.400% Notes due 2030January 15, 2030$500,000500,000500,000
4.850% Notes due 2030March 15, 2030$600,000600,000600,000
3.160% Notes due 2030June 30, 2030£140,000185,655188,384
4.875% Notes due 2030 (1)July 6, 2030€550,000623,865645,711
1.625% Notes due 2030 (1)December 15, 2030£400,000530,444538,240
3.250% Notes due 2031January 15, 2031$950,000950,000950,000
3.200% Notes due 2031February 15, 2031$449,995449,995449,995

-20-

Carrying Value (USD) as of
Maturity DatesPrincipal (Currency Denomination)September 30, 2026December 31, 2025
3.375% Notes due 2031 (1)June 20, 2031€650,000737,295763,113
3.750% Convertible Notes due 2031 (2)August 15, 2031$1,000,0001,000,000—
5.750% Notes due 2031 (1)December 5, 2031£300,000397,833403,680
2.700% Notes due 2032February 15, 2032$350,000350,000350,000
3.180% Notes due 2032June 30, 2032£345,000457,508464,232
3.625% Notes due 2032 (1)July 30, 2032€600,000680,580—
5.625% Notes due 2032October 13, 2032$750,000750,000750,000
2.850% Notes due 2032December 15, 2032$699,655699,655699,655
4.500% Notes due 2033February 1, 2033$400,000400,000400,000
1.800% Notes due 2033March 15, 2033$400,000400,000400,000
4.750% Notes due 2033April 15, 2033$800,000800,000—
1.750% Notes due 2033 (1)July 13, 2033£350,000464,139470,960
4.900% Notes due 2033July 15, 2033$600,000600,000600,000
5.125% Notes due 2034February 15, 2034$800,000800,000800,000
2.730% Notes due 2034May 20, 2034£315,000417,725423,864
5.125% Notes due 2034 (1)July 6, 2034€550,000623,865645,711
5.875% Bonds due 2035March 15, 2035$250,000250,000250,000
5.125% Notes due 2035April 15, 2035$600,000600,000600,000
3.875% Notes due 2035 (1)June 20, 2035€650,000737,295763,113
3.390% Notes due 2037June 30, 2037£115,000152,503154,744
6.000% Notes due 2039 (1)December 5, 2039£450,000596,750605,520
5.250% Notes due 2041 (1)September 4, 2041£350,000464,139470,960
2.500% Notes due 2042 (1)January 14, 2042£250,000331,528336,400
4.650% Notes due 2047March 15, 2047$550,000550,000550,000
5.375% Notes due 2054September 1, 2054$500,000500,000500,000
Total principal amount$26,788,301$25,343,763
Unamortized net discounts and deferred financing costs(336,438)(311,816)
$26,451,863$25,031,947

(1)Interest paid annually. Interest on the remaining senior unsecured notes and bond obligations included in the table is paid semi-annually.

(2)Please refer to Convertible Bond Issuances below for more details.

The following table summarizes the maturity of our notes and bonds payable as of September 30, 2026, excluding

unamortized net discounts, deferred financing costs (dollars in millions):

Year of MaturityPrincipal
2026$650.0
20272,361.8
20282,499.8
20293,675.9
20302,440.0
Thereafter15,160.8
Total$26,788.3

As of September 30, 2026, the weighted average interest rate on our notes and bonds payable was 3.8% and the

weighted average remaining years until maturity was 5.6 years.

Interest incurred on the notes and bonds was$256.8 million and$244.0 million for thethree months ended

September 30, 2026 and 2025, respectively, and$751.5 million and$693.4 million for thenine months ended

September 30, 2026 and 2025, respectively.

-21-

Our outstanding notes and bonds are unsecured; accordingly, we have not pledged any assets as collateral for

these or any other obligations.

The notes and bonds contain various covenants, including: (i) a limitation on incurrence of any debt which would

cause our debt to total adjusted assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which

would cause our secured debt to total adjusted assets ratio to exceed 40%; (iii) a limitation on incurrence of any

debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all

times of total unencumbered assets not less than 150% of our outstanding unsecured debt. As of September 30,

2026, we were in compliance with these covenants.

B. Note Issuances

During thenine months ended September 30, 2026, we issued the following notes (in millions):

2026 IssuancesDate of IssuanceMaturity DatePrincipal AmountPrice of Par ValueEffective Yield to Maturity
4.750% NotesApril 2026April 2033$800.098.26%5.047%
3.625% NotesJuly 2026July 2032€600.099.52%3.716%

C. Note Repayments

During thenine months ended September 30, 2026, we repaid the following notes, plus accrued and unpaid

interest, upon maturity:

2026 RepaymentsDate of IssuanceMaturity DatePrincipal Amount (in millions)
5.050% NotesJanuary 2023January 2026$500.0
0.750% NotesDecember 2020March 2026$325.0
4.875% NotesJune 2016June 2026$600.0
4.450% NotesJanuary 2024September 2026$300.0

D. Convertible Bond Issuances

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

notes, we entered into privately negotiated capped call transactions with certain financial institutions. The cap price

of the capped call transactions was initially approximately$83.55 per share of our common stock, which

represented a premium of approximately 35.0% above the closing price of our common stock of$61.89 per share

on the NYSE on August 11, 2026. We used approximately$33.2 million of the net proceeds from the 3.750%

convertible senior notes offering to pay the cost of the capped call transactions and approximately$188.7 million of

the net proceeds to repurchase approximately 3.0 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 3.750%

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

repurchased, redeemed or converted. Before May 15, 2031, noteholders have the right to convert their notes only

upon the occurrence of certain events, including when the Company's stock price exceeds 130% of the applicable

conversion price for a specified period, or upon the occurrence of certain corporate events, including a fundamental

change. From and after May 15, 2031, noteholders may convert their notes at any time at their election until the

close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, we

are required to settle the principal amount in cash and may, at our election, settle any conversion premium in cash,

shares of our common stock, or a combination thereof, based on the applicable conversion rate. The initial

conversion rate is 13.7512 shares of common stock per$1,000 principal amount of notes, which represents an

initial conversion price of approximately$72.72 per share of common stock. The conversion rate will be subject to

adjustment upon the occurrence of certain events, including specified make-whole fundamental change events as

defined in the indenture.

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. Before October 15, 2028, noteholders have the right to convert their notes

only upon the occurrence of certain events, including when the Company's stock price exceeds 130% of the

applicable conversion price for a specified period, or upon the occurrence of certain corporate events, including a

-22-

fundamental change. From and after October 15, 2028, noteholders may convert their notes at any time at their

election until the close of business on the second scheduled trading day immediately before the maturity date. Upon

conversion, we are required to settle the principal amount in cash and may, at our election, settle any conversion

premium in cash, shares of our common stock, or a combination thereof, based on the applicable conversion rate.

The initial conversion rate is 14.4051 shares of common stock per$1,000 principal amount of notes, which

represents an initial conversion price of approximately$69.42 per share of common stock. The conversion rate will

be subject to adjustment upon the occurrence of certain events, including specified make-whole fundamental

change events as defined in the indenture.

  1. Noncontrolling Interests

As of September 30, 2026, we have 14 entities with noncontrolling interests that we consolidate, including the Fund,

KKR, Apollo, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

A. U.S. Core Plus Fund

The Fund is an open-end, perpetual life private fund that is consolidated by Realty Income. During thethree and

nine months ended September 30, 2026, we called an aggregate of$265.7 million and$1.2 billion, respectively, of

capital from third-party investors, resulting in our indirect ownership interest of 23.6% in the Fund.

B. Managed Insurance and Retirement Annuity

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.

On March 31, 2026, we completed the formation of MDC Mercury 2604 Venture, LLC (the "Apollo JV") and entered

into an Amended and Restated Limited Liability Company Agreement (the “Apollo JV Agreement”) with Apollo in

connection with our Managed Insurance and Retirement Annuity strategic initiative. Pursuant to the JV Agreement,

we contributed 492 net lease properties in exchange for 51,000,000 Class A Shares in the Apollo JV, and Apollo

contributed$1.0 billion in cash in exchange for a noncontrolling equity interest of 49,000,000 Class B Shares in the

Apollo JV (such contributions by Realty Income and Apollo, collectively, the "Apollo JV Transaction").

The Apollo JV is a variable interest entity ("VIE") under ASC 810 because the decision-making authority of the

Manager (our wholly owned subsidiary, Realty Income Property Management Co I, LLC) is not conveyed through an

equity interest, and the equity holders as a group therefore lack the power to direct the activities that most

significantly affect the Apollo JV's economic performance. We consolidate the Apollo JV as its primary beneficiary

because we have both (i) the power to direct the activities that most significantly affect its economic performance

through our role as the sole exclusive Manager that is exercisable independent of our equity ownership and (ii) the

obligation to absorb losses and right to receive benefits that could potentially be significant to the Apollo JV through

our 51% equity interest and other contractual arrangements. The Class B Shares are classified as permanent equity

(noncontrolling interest) on our consolidated balance sheet because all redemption features are solely within our

control.

The Apollo JV Transaction was accounted for as an issuance of noncontrolling interest in a consolidated subsidiary

without a loss of control. We received$1.0 billion for Apollo’s initial capital contribution. The carrying amount of

Apollo's 49% share of the net assets was$761.5 million, which was recognized as noncontrolling interest, with the

difference of$238.5 million recorded as an increase to additional paid-in capital ("APIC"). Direct and incremental

transaction costs of$20.7 million were recorded as a reduction of APIC.

The Apollo JV Agreement provides for, among other things, quarterly distributions of available cash flow to the

Apollo JV’s members. Prior to Apollo achieving the Target IRR (as defined in the JV Agreement), the Class B

Member will receive a default allocation of 55% of available cash flow, which may decrease to 49% if the Apollo JV’s

NOI outperforms an upper level of certain performance metric, or increase to 60% if the Apollo JV’s NOI

underperforms a lower level of certain performance metric. Because the parties' economic interests are not

proportionate to their stated ownership percentages, we allocate income and loss attributable to the noncontrolling

interest using the hypothetical liquidation at book value ("HLBV") method, taking into account any capital

transactions between the Company and Apollo.

On September 28, 2026, we completed the initial closing of a joint venture arrangement with KKR to own a

diversified portfolio of existing European net lease real estate assets held through RI Vega JV SCSp (the “KKR JV”).

We hold Class A partnership interests representing an aggregate 51% interest in the KKR JV. KKR made an initial

contribution of$600.5 million (€528 million) in exchange for Class B partnership interests, representing an

aggregate 49% interest (the “KKR JV Transaction”).

-23-

The KKR JV is accounted for as a consolidated variable interest entity under the ASC 810 consolidation framework.

The KKR JV Transaction was accounted for as an issuance of a noncontrolling interest in a consolidated subsidiary

without a loss of control. No gain or loss was recognized. We recorded an increase in noncontrolling interests for

KKR’s contribution anda $66.5 million adjustment to APIC, which represents the difference between the

consideration received and the carrying amount of the 49% noncontrolling interest in the KKR JV’s net assets.

Direct and incremental transaction costs of $12.6 million were recorded as a reduction of APIC.

Of KKR's total initial contribution,$71.7 million relates to a portfolio of assetsfor which regulatory clearance had not

been obtained at closing. This amount is presented as restricted cash within 'Other assets, net'on our consolidated

balance sheets and would be returned to KKR through a redemption of the corresponding portion of its Class B

interests, without interest, if the related closing conditions did not occur. The related noncontrolling interest was

presented as a redeemable noncontrolling interest within temporary equity on our consolidated balance sheet at

September 30, 2026. Approval was obtained on October 28, 2026. The remaining Class B interests are classified as

permanent equity because all of the redemption features are solely within our control.

The KKR JV agreement provides for quarterly distributions of available cash. The Class B partners are entitled to

55% of available cash, which may decrease to 51% if distributable cash flow meets or exceeds an upside case, or

increase to 59% if it is at or below a downside case, in each case beginning with the fourth anniversary of closing.

Because the parties’ economic interests are not proportionate to their stated ownership percentages, we attribute

income and loss to the noncontrolling interest using the hypothetical liquidation at book value method, taking into

account any capital transactions between the Company and KKR.

C. Realty Income, L.P.

With respect to Realty Income, L.P., as of September 30, 2026, outstanding common partnership units in our

operating partnership represented a 9.95% ownership interest owned by third parties. We hold the remaining

90.05% interest and consolidate the entity.

The following table represents the change in the carrying value of all noncontrolling interests through September 30,

2026 (in thousands):

U.S. Core Plus FundKKR JVApollo JVRealty Income, L.P. units (1)Other Noncontrolling InterestsTotalRedeemable Noncontrolling Interest
Carrying value as of December 31, 2025$477,081$—$—$165,663$42,529$685,273$—
Contributions1,235,074528,7241,000,000—5,6002,769,39871,745
Distributions(45,931)—(18,678)(6,744)(3,402)(74,755)—
Allocation of net income24,314—34,5634,85219663,925—
Allocation of OCI8,632————8,632—
Reallocation of equity(36,079)(66,536)(238,500)——(341,115)—
Purchase of noncontrolling interests————(656)(656)—
Carrying value as of September 30, 2026$1,663,091$462,188$777,385$163,771$44,267$3,110,702$71,745

(1)2,681,808 units were outstanding as of both September 30, 2026 and December 31, 2025.

As of September 30, 2026, we are considered the primary beneficiary of our Fund, KKR, Apollo, Realty Income, L.P.

and other VIEs. For further information, see note 1, Summary of Significant Accounting Policies.

-24-

  1. Fair Value Measurements

Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date (the exit price).

ASC 820, Fair Value Measurements and Disclosures, sets forth a fair value hierarchy that categorizes inputs to

valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted

prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. Categorization

within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Level 1 – Quoted market prices in active markets for identical assets and liabilities

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities,

quoted prices in markets that are not active, or other market-corroborated inputs

Level 3 – Inputs that are unobservable and significant to the overall fair value measurement

We evaluate our hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or

liability may be classified differently from period to period. Changes in the type of inputs may result in a

reclassification for certain assets. We have not historically had changes in classifications and do not expect that

changes in classifications between levels will be frequent.

The following tables present the carrying values and estimated fair values of financial instruments as of September

30, 2026 and December 31, 2025 (in millions):

Hierarchy Level
Carrying ValueLevel 1Level 2Level 3
Assets:
Loans receivable$3,464.7$—$1,399.8$2,077.0
Derivative assets72.7—72.7—
Total assets$3,537.4$—$1,472.5$2,077.0
Liabilities:
Term loans (1)$2,785.2$—$2,073.5$697.7
Mortgages payable (1)36.6——36.2
Notes and bonds payable (1)26,788.3—24,011.0991.0
Derivative liabilities150.3—150.3—
Total liabilities$29,760.4$—$26,234.8$1,724.9

(1) Excludes non-cash net premiums and discounts, and deferred financing costs.

Hierarchy Level
Carrying ValueLevel 1Level 2Level 3
Assets:
Loans receivable$1,682.1$—$1,210.5$474.3
Derivative assets8.0—8.0—
Total assets$1,690.1$—$1,218.5$474.3
Liabilities:
Term loans$1,711.0$—$1,711.0$—
Mortgages payable37.9——37.6
Notes and bonds payable25,343.8—23,600.71,046.8
Derivative liabilities205.7—205.7—
Total liabilities$27,298.4$—$25,517.4$1,084.4

-25-

A. Financial Instruments Not Measured at Fair Value on our Consolidated Balance Sheets

The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow

deposits, accounts payable, distributions payable, revolving credit facilities and commercial paper borrowings, and

other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their

short-term nature.

The following table reflects the carrying amounts and estimated fair values of our financial instruments not

measured at fair value on our consolidated balance sheets (in millions):

September 30, 2026December 31, 2025
Carrying valueFair valueCarrying valueFair value
Loans receivable$3,464.7$3,476.8$1,682.1$1,684.8
Term loans (1)$2,785.2$2,771.2$1,711.0$1,711.0
Mortgages payable (1)$36.6$36.2$37.9$37.6
Notes and bonds payable (1)$26,788.3$25,002.0$25,343.8$24,647.5

(1) Excludes non-cash net premiums and discounts, and deferred financing costs.

The estimated fair values of our mortgage loans receivable, unsecured and other loans, private senior secured

loans receivable, our 2026 Term Loan Facility, mortgages payable, and private senior notes payable have been

calculated by discounting the future cash flows using an interest rate based upon the relevant input, such as forward

interest rate curve, plus an applicable credit-adjusted spread. Because this methodology includes unobservable

inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related

to the named financial instruments are categorized as level 3 of the fair value hierarchy.

The estimated fair values of our publicly-traded senior secured loans receivable, publicly-traded senior notes and

bonds payable, and other term loans as discussed in note 7, Term Loans are based upon indicative market prices

and recent trading activity of each financial instrument. Because this methodology includes inputs that are less

observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair

values related to these financial instruments is categorized as level 2 of the fair value hierarchy. The fair value

estimation of secured loans receivable that are not publicly traded similarly incorporates less observable, market-

corroborated inputs.

Prior to the second quarter of 2026, the aggregate fair value of our term loans approximated carrying value due to

the frequent repricing of the variable interest rate charged on the borrowing.

B. Financial Instruments Measured at Fair Value on a Recurring Basis

For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting

swaps to manage interest rate risk, and cross-currency swaps and foreign currency forwards to manage foreign

currency risk. The valuation of these instruments is determined using widely accepted valuation techniques,

including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the

contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs,

including interest rate curves, spot and forward rates, as well as option volatility.

Derivative fair values also include credit valuation adjustments to appropriately reflect both our own nonperformance

risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair

value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and

any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 on the

fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level 3 inputs, such as

estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties.

However, as of September 30, 2026 and December 31, 2025, we assessed the significance of the impact of the

credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit

valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we determined that

our derivative valuations in their entirety are classified as level 2. For more details on our derivatives, see note 11,

Derivative Instruments.

-26-

C. Items Measured at Fair Value on a Non-Recurring Basis

Impairment of Real Estate Investments

Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are

subject to fair value adjustments only under certain circumstances, such as when an impairment write-down occurs.

Depending on impairment triggering events during the applicable period, impairments are typically recorded for

properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent.

The following table summarizes our provisions for impairment on real estate investments during the periods

indicated below (dollars in millions):

Three months ended September 30,Nine months ended September 30,
2026202520262025
Carrying value prior to impairment$315.9$257.5$690.8$708.1
Less: total provisions for impairment of real estate(111.6)(75.4)(256.0)(315.1)
Carrying value after impairment$204.3$182.1$434.8$393.0
Number of properties:
Classified as held for sale39604767
Classified as held for investment1121317082
Sold2124102123

The valuation of impaired assets is determined by using widely accepted valuation techniques including income

capitalization approach, using net operating income for each property and applying a weighted average

capitalization rate of 8.6%, recent comparable sales transactions, broker opinions of value with discounts based on

management judgment, and purchase offers received from third parties, which are level 3 inputs. We may consider

a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of such

real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.

  1. Derivative Instruments

In the normal course of business, our operations are exposed to economic risks from interest rates and foreign

currency exchange rates. We may enter into derivative financial instruments to offset these underlying economic

risks.

Derivatives Designated as Hedging Instruments - Cash Flow Hedges

We enter into foreign currency forward contracts to sell GBP or EUR and buy USD to hedge the foreign currency

risk associated with forecasted foreign-currency-denominated cash flows. There are no amounts excluded from the

assessment of hedge effectiveness for cash flow hedges of foreign exchange risk. We also use variable-to-fixed

interest rate swaps and interest rate swaption agreements to add stability to interest expense and to manage our

exposure to interest rate movements associated with our term loans or forecasted debt issuances. If it becomes

probable that a forecasted transaction will not occur within the specific time period or within an additional two-month

period thereafter, any related amounts deferred in AOCI are recognized immediatelyin earnings. During thenine

months ended September 30, 2026, and 2025, no such amounts were recognized through the caption entitled

'Interest' in our consolidated statements of income and comprehensive income.

Derivatives Designated as Hedging Instruments - Fair Value Hedges

Periodically, we enter into and designate fixed-to-floating interest rate swaps to manage interest rate risk by

managing our mix of fixed-rate and variable-rate debt. We also designate some of our cross-currency swaps as fair

value hedges as we use them to hedge foreign currency risk associated with changes in spot rates on certain

foreign currency-denominated monetary assets and liabilities. For these hedging instruments, we have elected to

exclude the change in fair value of the cross-currency swaps attributable to the difference between the spot and

forward prices from the assessment of hedge effectiveness (the "excluded component"). Changes in the fair value

of the cross-currency swaps attributable to these excluded components are recorded to other comprehensive

income and subsequently recognized in 'Foreign currency and derivative loss, net' on a systematic and rational

basis, as net cash settlements and interest accruals on the respective cross currency swaps occur, over the

remaining life of the hedging instruments.

-27-

Derivatives Designated as Hedging Instruments - Net Investment Hedges

To mitigate the foreign currency exchange rate variations associated with our investment in EUR-denominated

foreign operations, we may enter into derivative instruments, such as cross-currency swaps that qualify as net

investment hedges under the criteria prescribed in accordance with ASC 815-20, Hedging - General. We use the

spot method of assessing hedge effectiveness and apply the consistent election to the excluded component by

recognizing changes in the fair value of the hedging instruments attributable to the excluded component in the same

manner as described above. Any difference between the change in the fair value of the excluded components and

the amounts recognized in earnings is reported in other comprehensive income as part of the foreign cumulative

translation adjustment. The gain or loss on the portion of the derivative instruments included in the assessment of

effectiveness is reported in other comprehensive income as part of the 'Foreign currency translation adjustment' line

item, to the extent the relationship is highly effective. If our net investment changes during a reporting period, the

hedge relationship will be assessed for whether a de-designation is warranted (only if the hedge notional amount is

outside of prescribed tolerance). Further, certain EUR-denominated and GBP-denominated bonds and borrowings

under ourrevolving credit facilities andterm loans may also be designated as, and are effective as, net investment

hedges. Changes in the value of such borrowings, related to changes in the spot rates, will be recorded in the same

manner as foreign currency translation adjustments. As of September 30, 2026, the total principal amount of foreign

currency debt obligations designated as net investment hedges was$2.6 billion.

Derivatives Not Designated as Hedging Instruments

We enter into foreign currency exchange swap agreements to economically hedge foreign currency exposures

arising in the normal course of business. These derivative contracts generally mature withinone year and are not

designated as hedge instruments for accounting purposes. As the currency exchange swap is not accounted for as

a hedging instrument, the change in fair value is recorded in earnings through the caption entitled 'Foreign currency

and derivative loss, net' in our consolidated statements of income and comprehensive income.

The following table summarizes the terms and fair values of our derivative financial instruments as of September 30,

2026 and December 31, 2025 (dollars in millions):

Derivative Type · Number of Instruments (1) · Notional Amount as of · Weighted Average Strike Rate (2) · Maturity Date (3) · Fair Value - net asset (liability) as of
Derivatives Designated as Hedging Instruments · September 30, 2026 · December 31, 2025 · September 30, 2026 · December 31, 2025
Interest rate swaps (4)12$1,780.0$2,105.03.27%Aug 2027 - Apr 2030$34.6$5.1
Cross-currency swaps - Fair Value151,720.0720.0(5)Feb 2029 - Jan 2036(90.3)(81.0)
Cross-currency swaps - Net Investment3280.0280.0(6)Oct 2032(55.5)(66.1)
Foreign currency forwards50712.1519.7(7)Oct 2026 - Dec 202818.9(8.7)
$4,492.1$3,624.7$(92.3)$(150.7)
Derivatives Not Designated as Hedging Instruments
Currency exchange swaps12$4,407.4$2,972.8(8)Nov 2026 - Mar 2027$14.6$(47.0)
$4,407.4$2,972.8$14.6$(47.0)
Total of all Derivatives$8,899.5$6,597.5$(77.7)$(197.7)

(1)This column represents the number of instruments outstanding as of September 30, 2026.

(2)Weighted average strike rate is calculated using the notional value as of September 30, 2026.

(3)This column represents maturity dates for instruments outstanding as of September 30, 2026.

(4)During thenine months ended September 30, 2026, we entered into five variable-to-fixed interest rate swaps in connection with the delayed

draw term loan under the Fund Credit Facilities.

(5)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.681%. USD fixed rate of 3.950% and GBP weighted average fixed rate of

4.392%. USD fixed rate of 4.910% and EUR weighted average fixed rate of 4.122%. USD fixed rate of 4.750% and EUR weighted average

fixed rate of 3.806%.

(6)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.716%.

(7)Weighted average exchange rates of 1.35 for GBP-USD and 1.21 for EUR-USD.

(8) Weighted average exchange rates of 0.86 for EUR-GBP,1.33 for GBP-USD, and 4.36 for EUR-PLN.

-28-

We measure our derivatives at fair value and include the balances within 'Other assets, net' and 'Accounts payable

and accrued expenses'on our consolidated balance sheets.

We have agreements with each of our derivative counterparties containing provisions under which we could be

declared in default on our derivative obligations if repayment of our indebtedness is accelerated by the lender due to

our default.

The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation

adjustments in other comprehensive income (in thousands):

Three months ended September 30,Nine months ended September 30,
Derivatives in Cash Flow Hedging Relationships2026202520262025
Interest rate swaps$16,995$(1,172)$28,701$(13,313)
Foreign currency forwards4,10117,22627,616(18,393)
Interest rate swaptions(12)108(1,431)(1,895)
Total derivatives in cash flow hedging relationships$21,084$16,162$54,886$(33,601)
Derivatives in Fair Value Hedging Relationships
Cross-currency swaps - Fair Value$(3,218)$2,331$(32,238)$10,005
Total derivatives in fair value hedging relationships$(3,218)$2,331$(32,238)$10,005
Total unrealized gain (loss) on derivatives, net$17,866$18,493$22,648$(23,596)
Derivatives and Non-derivatives in Net Investment Hedging Relationships
Cross-currency swaps - Net Investment$2,969$1,748$9,135$(32,239)
Foreign currency debt5,87621924,830(20,528)
Total unrealized gain (loss) recorded in foreign currency translation adjustment$8,845$1,967$33,965$(52,767)

The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands):

Three months ended September 30, · Nine months ended September 30,
Derivatives in Cash Flow Hedging RelationshipsLocation of Increase (Decrease) Recognized in Income2026202520262025
Interest rate swapsInterest$2,392$2,262$7,221$8,454
Foreign currency forwardsForeign currency and derivative loss, net(370)(4,758)(9,835)(10,480)
Interest rate swaptionsInterest1251129236
Total derivatives in cash flow hedging relationships$2,034$(2,445)$(2,485)$(1,790)
Derivatives in Fair Value Hedging Relationships
Cross-currency swaps - Fair Value (excluded component)Foreign currency and derivative loss, net$2,308$22$4,251$(107)
Total derivatives in fair value hedging relationships$2,308$22$4,251$(107)
Derivatives in Net Investment Hedging Relationships
Cross-currency swaps - Net Investment (excluded component)Foreign currency and derivative loss, net$632$482$1,702$1,294
Total derivatives in net investment hedging relationships$632$482$1,702$1,294
Net increase (decrease) to net income$4,974$(1,941)$3,468$(603)

We expect to reclassify$22.5 million from AOCI as a decrease to interest expense relating to interest rate swaps

and$13.5 million from AOCI as a decrease to foreign currency loss relating to foreign currency forwards within the

next twelve months.

-29-

The following table details ourforeign currency and derivative loss, net included in income (in thousands):

Three months ended September 30,Nine months ended September 30,
2026202520262025
Realized foreign currency and derivative gain (loss), net:
(Loss) gain on the settlement of undesignated derivatives$(2,809)$11,138$(57,207)$(67,447)
Gain (loss) on the settlement of designated derivatives reclassified from AOCI1,689(4,759)(7,765)(9,050)
Gain on the settlement of transactions with third parties1,8763,3103,7992,808
Total realized foreign currency and derivative gain (loss), net$756$9,689$(61,173)$(73,689)
Unrealized foreign currency and derivative loss, net:
(Loss) gain on the change in fair value of undesignated derivatives$(16,869)$26,523$48,057$13,402
Gain (loss) on remeasurement of certain assets and liabilities13,600(39,030)(15,241)50,536
Total unrealized foreign currency and derivative (loss) gain, net$(3,269)$(12,507)$32,816$63,938
Total foreign currency and derivative loss, net$(2,513)$(2,818)$(28,357)$(9,751)
  1. Lessor Operating Leases

As of September 30, 2026, we owned or held interests in 15,536 properties. Of the 15,536 properties,15,155, or

97.5%, are single-client properties, and the remainder are multi-client properties. As of September 30, 2026,182

properties were available for lease or sale. The majority of our leases are accounted for as operating leases.

As of September 30, 2026, most of the properties in our portfolio were leased under net lease agreements where

our client pays or reimburses us for property taxes and assessments and carries insurance coverage for public

liability, property damage, fire, and extended coverage.

The following table details our rental revenue for thethree and nine months ended September 30, 2026 and 2025

(in thousands):

Three months ended September 30,Nine months ended September 30,
2026202520262025
Minimum rent$1,334,178$1,237,339$3,914,057$3,645,377
Tenant reimbursement income104,93982,517293,557257,319
Straight-line rents51,92145,493134,092122,938
Above and below-market lease amortization(17,742)(10,462)(48,505)(32,075)
Percentage rent4,3764,02212,58412,629
Lease termination income4,11627,26645,33430,033
Other rent3,7093,9019,89917,496
Provision for doubtful accounts(1,698)(3,574)(9,935)(15,970)
Total rental revenue (including reimbursements)$1,483,799$1,386,502$4,351,083$4,037,747

-30-

  1. Stockholders' Equity

A. Common Stock

We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid

per common share for the periods indicated below:

Nine months ended September 30,
Month20262025
January$0.2700$0.2640
February0.27000.2640
March0.27000.2680
April0.27050.2685
May0.27050.2685
June0.27050.2685
July0.27100.2690
August0.27100.2690
September0.27100.2690
Total$2.4345$2.4085

As of September 30, 2026, a distribution of$0.2715 per common share was payable and was paid in October 2026.

B. At-the-Market ("ATM") Program

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

up to 150.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales

agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated

thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at

prevailing market prices or at negotiated prices. The current ATM program permits us to enter into both contingent

and non-contingent forward sale agreements. Under certain forward sale agreements, the applicable forward

purchaser may elect whether to exercise a purchase contingency (the "Contingency"), and any unexercised

Contingency is automatically exercised at expiration if the market price exceeds the applicable forward price. We

may receive a contingency premium in connection with such arrangements. Upon settlement, subject to certain

exceptions, we may elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations

under any forward sale agreements, in which cases we may not receive any proceeds (in the case of cash

settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the

case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward

purchaser. As of September 30, 2026, we had 133.7 million shares remaining available for future issuance under

our ATM program. We anticipate maintaining the availability of our ATM program in the future, including by

replenishing the authorized shares issuable thereunder.

The following table outlines common stock issuances pursuant to our ATM programs (dollars in millions, shares in

Three months ended September 30,Nine months ended September 30,
2026202520262025
Shares of common stock issued under the ATM program (1)7,7635,55721,41827,938
Gross proceeds$469.5$319.7$1,309.5$1,580.4
Sales agents' commissions and other offering expenses(9.4)(4.9)(25.2)(18.6)
Net proceeds$460.1$314.8$1,284.3$1,561.8

(1)During thethree and nine months ended September 30, 2026, 5.2 million and 27.3 million shares were sold, respectively. As of September 30,

2026,18.5 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average

initial gross price of$60.61 per share. We currently expect to fully settle forward sale agreements outstanding by December 30, 2026,

representing$1.1 billion in net proceeds, for which the weighted average forward price as of September 30, 2026 was$58.97 per share.

-31-

C. Dividend Reinvestment and Stock Purchase Plan ("DRSPP")

Our DRSPP provides our common stockholders with a convenient and economical method of purchasing our

common stock and reinvesting their distributions. It also allows our current stockholders to buy additional shares of

common stock by reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26.0 million common

shares to be issued. As of September 30, 2026, we had 10.4 million shares remaining for future issuance under our

DRSPP program.

The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions, shares in

Three months ended September 30,Nine months ended September 30,
2026202520262025
Shares of common stock issued under the DRSPP program4951148158
Gross proceeds$3.1$2.9$9.2$8.8

D. Repurchases of Common Stock

We repurchased 3.0 million and 4.8 million shares of our common stock during thethree and nine months ended

September 30, 2026, for an aggregate cost of$188.7 million and$290.6 million, respectively. As of September 30,

2026,$1.7 billion remained available for repurchase under the share repurchase program authorized by the Board

of Directors, which expires in January 2028.

  1. Common Stock Incentive Plan

The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated

statements of income and comprehensive income was$6.5 million and$7.7 million during thethree months ended

September 30, 2026 and 2025, respectively, and$27.1 million and$21.7 million duringthe nine months ended

September 30, 2026, and 2025, respectively.

A. Restricted Stock and Restricted Stock Units

During thenine months ended September 30, 2026, we granted a total of 307,610 shares of restricted stock and

restricted stock units under the Realty Income 2021 Incentive Award Plan (the "2021 Plan"). This amount included

32,140 shares granted to the independent members of our Board of Directors in connection with our annual awards

in May 2026.

Restricted stock and restricted stock units granted to employees vest over a service period not exceeding four

years, while those granted to directors vest over a period of up tothree years based on each director's years of

service, and are subject to the director’s continued service through each applicable vesting date.

As of September 30, 2026, the remaining unamortized share-based compensation expense related to restricted

stock awards and units totaled$28.7 million, which is being amortized on a straight-line basis over the service

period of each applicable award. The amount of share-based compensation is based on the fair value of the stock

at the grant date. We define the grant date as the date the recipient and Realty Income have a mutual

understanding of the key terms and conditions of the award, and the recipient of the grant begins to benefit from, or

be adversely affected by, subsequent changes in the price of the shares.

B. Performance Shares

During thenine months ended September 30, 2026, we granted 246,900 performance shares, as well as dividend

equivalent rights, to our executive officers. The performance shares are earned based on our Total Shareholder

Return (“TSR”) performance relative to select industry indices and peer groups as well as achievement of certain

operating metrics, and vest 50% as of the date of which the plan administrator determines the achievement of the

applicable goals during the applicable three-year performance period and the remaining 50% on January 1 of the

following year, subject to continued service.

As of September 30, 2026, the remaining share-based compensation expense related to the performance shares

totaled$26.6 million. The performance shares are recognized on a tranche-by-tranche basis over the service

period. The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation

model.

-32-

  1. Net Income per Common Share

The following is a reconciliation of the denominator of the basic net income per common share computation to the

denominator of the diluted net income per common share computation (shares in thousands):

Three months ended September 30,Nine months ended September 30,
2026202520262025
Weighted average shares used for the basic net income per share computation944,261913,949936,219902,935
Incremental shares from share-based compensation665794672701
Dilutive effect of forward ATM offerings1,1894441,356374
Weighted average shares used for diluted net income per share computation946,115915,187938,247904,010
Unvested shares from share-based compensation that were anti-dilutive781720517
Weighted average partnership common units convertible to common shares that were anti-dilutive2,6822,6822,6822,682
Weighted average forward ATM offerings that were anti-dilutive58—7723
Weighted average shares issuable upon conversion of the convertible notes that were anti-dilutive19,599—14,524—
  1. Supplemental Disclosures of Cash Flow Information

The following table summarizes our supplemental cash flow information during the periods indicated below (in

Nine months ended September 30,
20262025
Supplemental disclosures:
Cash paid for interest$869,702$810,632
Cash paid for income taxes$63,294$67,050
Non-cash activities:
Net increase (decrease) in fair value of derivatives$120,005$(88,060)
Payment-in-kind interest expense on Term Loans$17,830$—
Payment-in-kind interest and dividend income on loans and preferred equity investments (1)$(43,514)$—

(1) Relates primarily to build-to-suit developments where cash settlement will occur upon completion.

The following table provides a reconciliation of 'Cash and cash equivalents' reportedon our consolidated balance

sheets to the total of the cash, cash equivalents, and restricted cash reported within our consolidated statements of

cash flows (in thousands):

September 30, 2026September 30, 2025
Cash and cash equivalents shown in the consolidated balance sheets$368,534$417,173
Restricted deposits (1)205,00023,582
Impounds related to mortgages payable (1)2,6602,384
Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows$576,194$443,139

(1)Included within 'Other assets, net'on our consolidated balance sheets (see note 2, Supplemental Detail for Certain Components of

Consolidated Balance Sheets). These amounts consist of cash that we are legally entitled to, but that is not immediately available to us. As a

result, these amounts were considered restricted as of the dates presented.

-33-

  1. Segment and Geographic Information

A. Segment Information

Our business is characterized as primarily owning and leasing commercial properties under long-term, net lease

agreements (whereby clients are responsible for property taxes, insurance and maintenance costs), and these

economic characteristics are similar across various property types, geographic locations, and industries in which our

clients operate. Our chief operating decision maker ("CODM") is our President, Chief Executive Officer. Information

reviewed by our CODM in evaluating performance and allocating resources is primarily operating results and cash

flow analysis on a consolidated basis. Therefore, we operate and manage the business inone operating and

reportable segment.

The CODM assesses performance and decides how to allocate resources based on net income that also is reported

on the income statement as consolidated net income. The measure of segment assets is reported on the balance

sheet as total consolidated assets. Our significant segment expenses include consolidated expense categories

presented in our consolidated statements of income and comprehensive income, as well as additional significant

segment expense categories reported within 'Property (including reimbursements)' and 'General and administrative'

expense captions, as follows (in thousands):

Three months ended September 30,Nine months ended September 30,
2026202520262025
Property expenses (excluding reimbursements)$17,454$24,104$58,118$63,405
Cash G&A expenses (1)$47,854$47,320$143,692$126,684

(1)Represents 'General and administrative' expenses as presented in our consolidated statements of income and comprehensive income, less

share-based compensation costs.

Other segment items included in consolidated net income consist of 'Gain on sales of real estate' and 'Other

income, net', as presented in our consolidated statements of income and comprehensive income.

-34-

B. Geographic Information

The following table disaggregates domestic and international revenue by major asset types and geographic regions

(in thousands):

Three months ended September 30,
U.S.U.K.Other (1)Total
Retail$875,701$189,837$59,539$1,125,077
Industrial232,69216,76630,723280,181
Other (2)76,9191,622—78,541
Rental (including reimbursements)$1,185,312$208,225$90,262$1,483,799
Interest income on financing receivables32,248
Interest and dividend income on loans and preferred equity investments104,982
Other553
Total revenue$1,621,582
U.S.U.K.Other (1)Total
Retail$892,108$161,040$51,810$1,104,958
Industrial193,01817,5748,754219,346
Other (2)61,451747—62,198
Rental (including reimbursements)$1,146,577$179,361$60,564$1,386,502
Interest income on financing receivables32,635
Interest and dividend income on loans and preferred equity investments51,058
Other357
Total revenue$1,470,552
Nine months ended September 30,
U.S.U.K.Other (1)Total
Retail$2,655,053$554,112$176,120$3,385,285
Industrial647,49547,47771,214766,186
Other (2)194,9444,668—199,612
Rental (including reimbursements)$3,497,492$606,257$247,334$4,351,083
Interest income on financing receivables96,402
Interest and dividend income on loans and preferred equity investments263,609
Other6,926
Total revenue$4,718,020
U.S.U.K.Other (1)Total
Retail$2,614,542$454,710$138,416$3,207,668
Industrial586,65241,81913,291641,762
Other (2)185,0803,237—188,317
Rental (including reimbursements)$3,386,274$499,766$151,707$4,037,747
Interest income on financing receivables97,652
Interest and dividend income on loans and preferred equity investments125,274
Other762
Total revenue$4,261,435

(1) Other includes rental revenue generated from all other European countries we operate in.

(2) Other includes all other property types in our portfolio.

-35-

No individual client’s revenue represented more than 10% of our total revenue for each of thethree and nine

months ended September 30, 2026 and 2025.

Long-lived assets include items such as property, plant, equipment and right-of-use assets subject to operating and

finance leases. The following table disaggregates domestic and international total long-lived assets (in millions):

September 30, 2026December 31, 2025
U.S.U.K.Other (1)TotalU.S.U.K.Other (1)Total
Long-lived assets$43,598.4$9,747.0$4,290.0$57,635.4$42,337.4$9,322.6$3,280.5$54,940.5
Remaining assets20,315.017,855.1
Total assets$77,950.4$72,795.6

(1) Other includes long-lived assets in all other European countries we operate in.

  1. Commitments and Contingencies

In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and

incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material

adverse effect upon our consolidated financial position or results of operations.

As of September 30, 2026, we had$772.8 million of commitments under construction contracts related to

development projects and forward takeout commitments, which have estimated rental revenue commencement

dates between October 2026 and December 2028. In addition, we had commitments of$68.0 million for tenant

improvements, recurring capital expenditures, and building improvements and had accrued$13.8 million in

contingent consideration obligations related to properties acquired in 2026, representing the remaining amounts

deemed probable and estimable as of September 30, 2026.

As of September 30, 2026, we had approximately$286.6 million of unfunded loan commitments related to certain

loan investments, under which we are committed to provide funding upon borrower request, subject to satisfaction

of customary conditions. These commitments may be funded over the contractual commitment period and are

generally intended to support the financing needs of the borrowers, including project development costs, operational

expenditures, and interest obligations. These commitments are secured by the underlying real estate collateral or

pledges of equity interests in the borrowing entities.

In March 2026, we closed on a mezzanine loan entered into with a joint venture with a principal balance of

$375.0 million. As of September 30, 2026, we have an obligation to fund up to $135.6 million over the term of the

guarantee on third-party debt related to this loan, in the event of default. The guarantee is effective through the term

of the related loan, which matures in March 2029 and hastwo 12-month extension options available. The guarantee

requires fair value measurement. As such, we recorded the measured amount of$4.0 million as a liability at

inception, which is included in 'Other liabilities'on our consolidated balance sheets.

  1. Subsequent Events

In October 2026, we declared a dividend of$0.2715 per share to our common stockholders, which will be paid in

November 2026.

-36-

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.