Realty Income 10-Q 2026-06-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2026

or

☐ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-13374

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

Maryland		33-0580106
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

11995 El Camino Real**,** San Diego**,** California 92130

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (858) 284-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value	O	New York Stock Exchange
1.125% Notes due 2027	O27A	New York Stock Exchange
1.875% Notes due 2027	O27B	New York Stock Exchange
5.000% Notes due 2029	O29B	New York Stock Exchange
1.625% Notes due 2030	O30	New York Stock Exchange
4.875% Notes due 2030	O30B	New York Stock Exchange
5.750% Notes due 2031	O31A	New York Stock Exchange
3.375% Notes due 2031	O31B	New York Stock Exchange
3.625% Notes due 2032	O32A	New York Stock Exchange
1.750% Notes due 2033	O33A	New York Stock Exchange
5.125% Notes due 2034	O34	New York Stock Exchange
3.875% Notes due 2035	O35B	New York Stock Exchange
6.000% Notes due 2039	O39	New York Stock Exchange
5.250% Notes due 2041	O41	New York Stock Exchange
2.500% Notes due 2042	O42	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of

the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant

was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for

such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,"

“accelerated filer,” "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒		Accelerated filer	☐		Non-accelerated filer	☐		Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended

transition period for complying with any new or revised financial accounting standards provided pursuant to

Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of July 30, 2026, there were 946,218,033 shares of common stock outstanding.

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REALTY INCOME CORPORATION

Index to Form 10-Q

June 30, 2026

PART I.	FINANCIAL INFORMATION	Page
Item 1:	Financial Statements (Unaudited)
	Consolidated Balance Sheets	2
	Consolidated Statements of Income and Comprehensive Income	3
	Consolidated Statements of Equity	4
	Consolidated Statements of Cash Flows	5
	Notes to Consolidated Financial Statements	6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	59
Item 4:	Controls and Procedures	61
PART II.	OTHER INFORMATION
Item 1A:	Risk Factors	61
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	61
Item 5:	Other Information	62
Item 6:	Exhibits	62
SIGNATURE		63

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PART I. FINANCIAL INFORMATION

REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts) (unaudited)

	June 30, 2026		December 31, 2025
ASSETS
Real estate held for investment, at cost:
Land	$18,906,217		$18,368,029
Buildings and improvements	45,672,483		43,824,410
Total real estate held for investment, at cost	64,578,700		62,192,439
Less accumulated depreciation and amortization	(9,466,261)		(8,778,536)
Real estate held for investment, net	55,112,439		53,413,903
Real estate and lease intangibles held for sale, net	153,134		91,784
Cash and cash equivalents	552,648		434,842
Accounts receivable, net	1,134,987		1,053,487
Lease intangible assets, net	5,616,706		5,717,241
Goodwill	4,932,199		4,932,199
Investment in loans and financing receivables, net	4,888,860		3,271,002
Investment in unconsolidated entities	1,348,453		1,256,456
Other assets, net	2,702,049		2,624,698
Total assets	$76,441,475		$72,795,612
LIABILITIES AND EQUITY
Distributions payable	$259,252		$255,171
Accounts payable and accrued expenses	1,119,132		1,060,969
Lease intangible liabilities, net	1,457,071		1,493,958
Other liabilities	1,020,290		1,066,809
Revolving credit facilities and commercial paper	2,762,585		2,023,414
Term loans, net	2,760,395		1,701,615
Mortgages payable, net	37,085		37,761
Notes payable, net	25,091,588		25,031,947
Total liabilities	$34,507,398		$32,671,644
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 946,202 and 933,975 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively	$50,845,906		$49,861,660
Distributions in excess of net income	(11,391,151)		(10,527,984)
Accumulated other comprehensive income	94,802		105,019
Total stockholders’ equity	$39,549,557		$39,438,695
Noncontrolling interests	2,384,520		685,273
Total equity	$41,934,077		$40,123,968
Total liabilities and equity	$76,441,475		$72,795,612

The accompanying notes to consolidated financial statements are an integral part of these statements.

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REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share amounts) (unaudited)

		Three months ended June 30,				Six months ended June 30,
		2026		2025		2026		2025
REVENUE
Rental (including reimbursements)		$1,426,467		$1,338,188		$2,867,284		$2,651,245
Interest income on financing receivables		32,024		32,382		64,154		65,017
Interest and dividend income on loans and preferred equity investments		88,517		39,480		158,627		74,216
Other		703		328		6,373		405
Total revenue		1,547,711		1,410,378		3,096,438		2,790,883
EXPENSES
Depreciation and amortization		644,677		647,849		1,274,952		1,256,784
Interest		312,083		283,824		604,023		552,198
Property (including reimbursements)		112,439		107,422		229,282		214,103
General and administrative		57,605		49,329		116,490		93,373
Provisions for impairment of real estate		54,185		142,255		144,350		239,673
Provisions for credit losses on loans and financing receivables		7,258		1,108		46,361		20,279
Merger, transaction, and other costs, net		2,058		331		12,845		610
Total expenses		1,190,305		1,232,118		2,428,303		2,377,020
Gain on sales of real estate		38,260		38,566		73,902		61,103
Foreign currency and derivative loss, net		(8,824)		(4,388)		(25,844)		(6,933)
Equity in earnings of unconsolidated entities		2,204		3,269		4,873		7,626
Other income, net		7,275		7,369		22,385		14,536
Income before income taxes		396,321		223,076		743,451		490,195
Income taxes		(25,808)		(24,065)		(52,003)		(39,722)
Net income		370,513		199,011		691,448		450,473
Net income attributable to noncontrolling interests		(26,558)		(2,092)		(35,727)		(3,739)
Net income available to common stockholders		$343,955		$196,919		$655,721		$446,734
Amounts available to common stockholders per common share:
Net income, basic and diluted		$0.37		$0.22		$0.70		$0.50
Weighted average common shares outstanding:
Basic		932,307		902,966		932,133		897,338
Diluted		934,662		903,716		934,435		898,115
Net income available to common stockholders		$343,955		$196,919		$655,721		$446,734
Other comprehensive income:
Foreign currency translation adjustment		1,118		54,425		(14,999)		99,640
Unrealized (loss) gain on derivatives, net		(43,550)		(31,464)		4,782		(42,089)
Total other comprehensive income		$(42,432)		$22,961		$(10,217)		$57,551
Comprehensive income available to common stockholders		$301,523		$219,880		$645,504		$504,285

The accompanying notes to consolidated financial statements are an integral part of these statements.

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REALTY INCOME CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands) (unaudited)

Three months ended June 30, 2026 and 2025

	Shares of common stock		Common stock and paid in capital		Distributions in excess of net income		Accumulated other comprehensive income		Total stockholders ’ equity		Non- controlling interests		Total equity
Balance, March 31, 2026	932,474		$49,984,064		$(10,973,813)		$137,234		$39,147,485		$2,088,184		$41,235,669
Net income	—		—		343,955		—		343,955		26,558		370,513
Other comprehensive income	—		—		—		(42,432)		(42,432)		—		(42,432)
Distributions paid and payable	—		—		(761,293)		—		(761,293)		(19,038)		(780,331)
Share issuances, net of costs	13,703		827,365		—		—		827,365		—		827,365
Share repurchases	—		(6)		—		—		(6)		—		(6)
Contributions by noncontrolling interests, net of costs	—		(141)		—		—		(141)		317,523		317,382
Purchase of noncontrolling interests	—		(3,236)		—		—		(3,236)		(294)		(3,530)
Reallocation of equity	—		28,413		—		—		28,413		(28,413)		—
Share-based compensation, net	25		9,447		—		—		9,447		—		9,447
Balance, June 30, 2026	946,202		$50,845,906		$(11,391,151)		$94,802		$39,549,557		$2,384,520		$41,934,077
Balance, March 31, 2025	903,062		$48,075,527		$(9,117,085)		$72,819		$39,031,261		$210,926		$39,242,187
Net income	—		—		196,919		—		196,919		2,092		199,011
Other comprehensive income	—		—		—

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FORWARD-LOOKING STATEMENTS

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

statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities

Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this

quarterly report, the words “estimate,” “anticipate,” “assume,” “expect,” “believe,” “intend,” “continue,” “should,”

“may,” “likely,” “plan,” “seek,” and similar expressions are intended to identify forward-looking statements. Forward-

looking statements include discussions of our business, strategy, plans, and the intentions of management; joint

ventures, partnerships, and portfolio including management thereof; our platform; growth and capital strategies

including our private capital business, investment pipeline and intentions to acquire or dispose of properties

(including geographies, timing, partners, clients and terms); re-leases, re-development and speculative

development of properties and expenditures related thereto; operations and results; our share repurchase program;

settlement of shares of common stock sold pursuant to forward sale confirmations under our At-the-Market (“ATM”)

program; dividends, including the amount, timing and payments of dividends; and macroeconomic and other

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our

annual report on Form 10-K, for the year ended December 31, 2025.

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

statements are not guarantees of future plans and performance and speak only as of the date this quarterly report

was filed with the Securities and Exchange Commission (the "SEC"). Past operating results and performance are

provided for informational purposes and are not a guarantee of future results. There can be no assurance that

historical trends will continue. Actual plans and results may differ materially from what is expressed or forecasted in

this quarterly report and forecasts made in the forward-looking statements discussed in this quarterly report might

not materialize. We do not undertake any obligation to update forward-looking statements or publicly release the

results of any forward-looking statements that may be made to reflect events or circumstances after the date these

statements were made or to reflect the occurrence of unanticipated events.

OVERVIEW

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

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

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

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

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

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

increased our dividend for over 31 consecutive years.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Condition and Results of Operations are exclusive of reimbursements from clients for recoverable real estate taxes

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

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

respectively.

RECENT DEVELOPMENTS

Increases in Monthly Dividends to Common Stockholders

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

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

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

2026 Dividend increases	Month Declared		Month Paid

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We are exposed to economic risks from interest rates and foreign currency exchange rates. A portion of these risks

is hedged, but the risks may affect our financial statements.

Interest Rates

We are exposed to interest rate changes primarily as a result of our revolving credit facilities and commercial paper

programs, term loans, mortgages payable, and long-term notes and bonds used to maintain liquidity and expand

our real estate investment portfolio and operations. Our interest rate risk management objective is to limit the impact

of interest rate changes on earnings and cash flow and to lower our overall borrowing costs. To achieve these

objectives, we primarily issue long-term notes and bonds, primarily at fixed rates.

In order to mitigate and manage the effects of interest rate risks on our operations, we may utilize a variety of

financial instruments, including interest rate swaps, interest rate swaptions, interest rate locks and caps. The use of

these types of instruments to hedge our exposure to changes in interest rates carries additional risks, including

counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant

changes in interest rates will cause a significant loss of basis in the contract. To limit counterparty credit risk, we will

seek to enter into such agreements with major financial institutions with favorable credit ratings. There can be no

assurance that we will be able to adequately protect against the foregoing risks or realize an economic benefit that

exceeds the related amounts incurred in connection with engaging in such hedging activities. We do not enter into

any derivative transactions for speculative or trading purposes.

The following table presents, by year of expected maturity, the principal amounts, average interest rates and

estimated fair values of our fixed and variable rate debt as of June 30, 2026. This information is presented to

evaluate the expected cash flows and sensitivity to interest rate changes.

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Expected Maturity Data

The following table summarizes the maturity of our debt as of June 30, 2026 (dollars in millions):

		Consolidated Fixed Rate Debt								Consolidated Variable Rate Debt								End of Period Interest Rate (3)
Year Principal Due		Unsecured Term Loans		Mortgages Payable		Senior Unsecured Notes and Bonds		Subtotal		RI Credit Facilities		Fund Credit Facilities		Commercial Paper		Total Consolidated Debt Principal		Fixed Rate Debt (4)	Variable Rate Debt
2026		$—		$11.1		$950.0		$961.1		$—		$—		$1,441.4		$2,402.5		4.24%	3.46%
2027		500.0		22.3		2,360.7		2,883.0		1,039.7		—		—		3,922.7		2.81	3.27
2028		1,571.9		1.3		2,499.8		4,073.0		—		—		—		4,073.0		3.66	—
2029		—		1.3		3,675.3		3,676.6		—		281.5		—		3,958.1		3.85	4.66
2030		4.1		1.0		2,442.5		2,447.6		—		—		—		2,447.6		3.73	—
Thereafter		698.9		—		13,487.8		14,186.7		—		—		—		14,186.7		4.19	—
Total (1)		$2,774.9		$37.0		$25,416.1		$28,228.0		$1,039.7		$281.5		$1,441.4		$30,990.6		3.89%	3.51%
Fair Value (2)		$2,804.2		$36.7		$24,529.1		$27,370.0		$1,039.7		$281.5		$1,441.4		$30,132.6

(1)Excludes net discounts recorded on mortgages payable, net discounts recorded on notes payable, and deferred financing costs on term loans,

mortgages payable, and notes payable.

(2)We base the estimated fair value of our 2026 Term Loan Facility, mortgages and private senior notes payable as of June 30, 2026, on the

relevant forward interest rate curve, plus an applicable credit-adjusted spread. We base the estimated fair value of the publicly traded fixed

rate senior notes and bonds, and other term loans as discussed in note 7*,* Term Loans as of June 30, 2026, on the indicative market prices

and recent trading activity of our senior notes and bonds payable. We believe that the carrying values of the credit facilities, and commercial

paper borrowings reasonably approximate their estimated fair values as of June 30, 2026.

(3)Calculated as the weighted average interest rate as of June 30, 2026. The weighted average interest rates reflect the effective fixed rate for

floating rate debt that is fixed through interest rate swaps.

(4)In connection with our merger with Spirit in January 2024, we effectively assumed Spirit’s existing term loans and fixed rate swaps, which carry

a weighted average fixed interest rate of 3.3% for our term loan maturing in August 2027. In November 2025, we entered into interest rate

swaps, which fixed our per annum interest rate at 4.3% for our term loan initially maturing in January 2028. In March 2026, we closed a

$693.9 million unsecured term loan due January 2036 at a fixed rate of 4.9%. Concurrently, we executed a cross-currency swap on

$500.0 million of proceeds for approximately €431.0 million, achieving an effective blended borrowing rate of 4.34%. In June 2026, the Fund

fully drew on its $380.0 million unsecured delayed draw term loan, which initially matures in April 2028, and is subject to interest rate swaps

that fix the effective interest rate at 4.92%.

The table above incorporates only those exposures that exist as of June 30, 2026. It does not consider those

exposures or positions that could arise after that date. As a result, our ultimate realized gain or loss, with respect to

interest rate fluctuations, would depend on the exposures that arise during the period, our hedging strategies at the

time, and interest rates.

As of June 30, 2026, our outstanding mortgages payable, notes, and bonds had fixed interest rates. Interest on our

credit facilities and commercial paper borrowings and term loans is variable. However, the variable interest rate

feature on certain term loans has been mitigated by interest rate swap agreements, while one term loan bears a

fixed contractual rate. As of June 30, 2026, a 1% change in interest rates on our variable-rate debt would change

our interest rate costs by $27.6 million.

Foreign Currency Exchange Rates

We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign

investments. Foreign currency market risk is the possibility that our results of operations or financial position could

be better or worse than planned because of changes in foreign currency exchange rates. We primarily hedge our

foreign currency risk by borrowing in the currencies in which we invest thereby providing a natural hedge. We

continuously evaluate and manage our foreign currency risk through the use of derivative financial instruments,

including currency exchange swaps, and foreign currency forward contracts with financial counterparties where

practicable. Such derivative instruments are viewed as risk management tools and are not used for speculative or

trading purposes. Additionally, our inability to redeploy rent receipts from our international operations on a timely

basis subjects us to foreign exchange risk.

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities

Exchange Act of 1934, as amended (the "Exchange Act") that are designed to ensure that information required to be

disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods

specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as

appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure

controls and procedures, management recognizes that any controls and procedures, no matter how well designed

and operated, can provide only reasonable assurance of achieving the desired control objectives, and management

necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and

procedures.

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and

procedures as of June 30, 2026, under the supervision and with the participation of management, including our

Chief Executive Officer and Chief Financial Officer.

Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that as of June 30, 2026

our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during the quarter ended

June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

Limitations on the Effectiveness of Controls

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives

because of its inherent limitations. Internal control over financial reporting is a process that involves human

diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a

timely basis by internal control over financial reporting. However, these inherent limitations are known features of

the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not

eliminate, this risk.

PART II. OTHER INFORMATION

You should carefully consider the risks described in "Item 1A, Risk Factors" in Part I of our annual report on

Form 10-K for the year ended December 31, 2025, as our business, financial condition and results of operations

could be adversely affected by any of the risks and uncertainties described therein. There have been no material

changes to the risk factors disclosed in our annual report on Form 10-K for the year ended December 31, 2025.

Item 2: Unregistered Sales of Equity Securities and Use of Proceeds

The following table presents the number and average price of shares purchased during the three months ended

June 30, 2026:

Period		Total Number of Shares Purchased (1)		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (2)		Average Price Paid per Share		Maximum Dollar Value of Shares that May be Repurchased Under the Program
April 1, 2026 — April 30, 2026		204		$61.88		—		$—		$1,898,091,440
May 1, 2026 — May 31, 2026		448		$62.85		—		$—		$1,898,091,440
June 1, 2026 — June 30, 2026		351		$61.99		—		$—		$1,898,091,440
Total		1,003		$62.35		—		$—

(1)All 1,003 shares of common stock purchased during the three months ended June 30, 2026 were withheld for state and federal payroll taxes

on the vesting of employee stock awards, as permitted under the Realty Income 2021 Incentive Award Plan. The withholding of common stock

by us could be deemed a purchase of such common stock.

(2)We are authorized to repurchase up to $2.0 billion in shares of our common stock under our share repurchase program, which will expire in

January 2028.

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(a) None.

(b) None.

(c) Director and Officer Trading Arrangements

During the three months ended June 30, 2026, none of our officers or directors adopted or terminated any contract,

instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative

defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Exhibit No.		Description
Instruments defining the rights of security holders, including indentures
4.1		Indenture dated October 28, 1998 between the Company and The Bank of New York (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 (File No. 001-13374) and incorporated herein by reference).
4.2		Form of 4.750% Note due 2033 issued on April 7, 2026 (filed as exhibit 4.2 and contained in exhibit 4.3 to the Company’s Form 8-K, filed on April 7, 2026 (File No. 001-13374) and incorporated herein by reference).
4.3		Officers' Certificate dated April 7, 2026, pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “4.750% Notes due 2033” and including the forms of debt security (filed as Exhibit 4.3 to the Company's Form 8-K, filed on April 7, 2026 (File No. 001-13374) and incorporated herein by reference).
4.4		Form of 3.625% Note due 2032 issued on July 7, 2026 (filed as exhibit 4.2 and contained in exhibit 4.3 to the Company’s Form 8- K, filed on July 7, 2026 (File No. 001-13374) and incorporated herein by reference).
4.5		Officers' Certificate dated July 7, 2026 pursuant to Sections 201, 301 and 303 of the Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee, establishing the terms of a new series of debt securities entitled “3.625% Notes due 2032” and including the forms of debt security (filed as Exhibit 4.3 to the Company's Form 8-K, filed on July 7, 2026 (File No. 001-13374) and incorporated herein by reference).
Material Contracts
10.1		Fifth Amended and Restated Credit Agreement, dated as of July 10, 2026, by and among Realty Income Corporation, as US borrower, RI UK Finance Ltd, as UK borrower, and Realty Income Euro Finance B.V., as Netherlands borrower, the lenders party thereto, Wells Fargo Bank, National Association, as Administrative Agent, and the other parties named therein (filed as Exhibit 10.1 to the Company's Form 8-K, filed on July 13, 2026 (File No. 001-13374) and incorporated herein by reference).
Certifications
31.1*		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**		Section 1350 Certifications as furnished by the Principal Executive Officer and the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Interactive Data Files
101.INS*		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.
**Furnished herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	REALTY INCOME CORPORATION
Date: August 5, 2026	/s/ NEALE REDINGTON
	Neale Redington
	Senior Vice President, Chief Accounting Officer
	(Duly Authorized Officer and Principal Accounting Officer)