Realty Income Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Form 8-K

 

Current Report

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of report: October 6, 2025

(Date of Earliest Event Reported)

 

REALTY INCOME CORPORATION

(Exact name of registrant as specified in its charter)

 

Maryland		1-13374		33-0580106
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

 

11995 El Camino Real, San Diego, California 92130
(Address of principal executive offices)

 

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

 

N/A
(former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class		Trading symbol		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
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

Item 8.01 Other Events

 

On October 6, 2025, Realty Income Corporation (the “Company”) closed its offering of $400.0 million aggregate principal amount of its 3.950% Notes due 2029 and $400.0 million aggregate principal amount of its 4.500% Notes due 2033, pursuant to a purchase agreement dated September 25, 2025 entered into by and among the Company, Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC and TD Securities (USA) LLC, as representatives of the underwriters.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

4.1		Indenture dated as of October 28, 1998 between the Company and The Bank of New York Mellon Trust Company, N.A. as successor trustee (filed as exhibit 4.1 to the Company’s Form 8-K, filed on October 28, 1998 and dated October 27, 1998 and incorporated herein by reference).
4.2		Form of 3.950% Note due 2029 issued on October 6, 2025 (contained in Exhibit 4.4 hereto).
4.3		Form of 4.500% Note due 2033 issued on October 6, 2025 (contained in Exhibit 4.4 hereto).
4.4		Officers’ Certificate dated October 6, 2025 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 “3.950% Notes due 2029” and a new series of debt securities entitled “4.500% Notes due 2033” and including the forms of debt securities of each such series.
5.1		Opinion of Venable LLP.
5.2		Opinion of Latham & Watkins LLP.
23.1		Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto).
23.2		Consent of Latham & Watkins (contained in the opinion filed as Exhibit 5.2 hereto).
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: October 6, 2025	REALTY INCOME CORPORATION
	By:	/s/ Bianca Martinez
		Bianca Martinez
		Senior Vice President, Associate General Counsel and Assistant Secretary