Executive Brief

Realty Income Corporation agreed to issue $800 million aggregate principal of notes: $400 million 3.950% Notes due 2029 and $400 million 4.500% Notes due 2033 (Item 8.01).
Underwriters include Wells Fargo Securities, Barclays Capital, BofA Securities, Mizuho Securities USA, and TD Securities (Item 8.01).
Offering expected to close October 6, 2025, subject to customary closing conditions (Item 8.01).
No financial guidance or other material changes disclosed; forward-looking statements caution included (Item 8.01).
Purchase Agreement dated September 25, 2025, filed as Exhibit 1.1 (Item 9.01).
No other Items such as director changes, delisting notices, or financial results reported.
Forward-looking statements highlight risks including market conditions, interest rates, client solvency, and regulatory changes (Item 8.01).
No mention of use of proceeds or covenants in the body; details likely in Exhibit 1.1 but full terms not provided in excerpt.
No non-GAAP financial measures or restatement disclosures.
No immediate impact on share count or dividends disclosed.

Item-by-Item Analysis

What happened: Realty Income Corporation entered into a purchase agreement to issue and sell $800 million aggregate principal of senior notes split evenly between 3.950% Notes due 2029 and 4.500% Notes due 2033.
Parties/terms: Underwriters represented by Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc., Mizuho Securities USA LLC, and TD Securities (USA) LLC. Offering to close October 6, 2025, subject to customary closing conditions.
Conditions/closing: Closing subject to satisfaction of customary conditions; no further details on covenants or use of proceeds disclosed.
Forward-looking statements included cautioning about risks such as market conditions, interest rates, client solvency, regulatory changes, and other factors.
Source: (Item 8.01, entire section), (Item 9.01, Exhibit 1.1).

Exhibit 1.1: Purchase Agreement dated September 25, 2025, between Realty Income Corporation and the Representatives of the Underwriters for the $800 million notes offering.
No financial statements or pro forma information included.
Source: (Item 9.01), (Exhibit 1.1).

Exhibit 1.1: Purchase Agreement for $400 million 3.950% Notes due 2029 and $400 million 4.500% Notes due 2033. Full terms not detailed in the 8-K text.
No press release or investor presentation attached.

Debt issuance of $800 million increases long-term liabilities; interest rates fixed at 3.950% and 4.500% respectively.
No information on use of proceeds, repayment of existing debt, or impact on leverage ratios.
No equity dilution or share issuance reported.

Offering expected to close October 6, 2025.
Closing subject to customary conditions; no shareholder or regulatory approvals mentioned.

Risks highlighted in forward-looking statements include:
- Market and economic conditions affecting business and portfolio.
- Interest rate fluctuations impacting financing costs.
- Client solvency and lease defaults.
- Regulatory and tax law changes.
- Access to capital markets and funding terms.
No specific material adverse change (MAC) clauses or termination penalties disclosed.

The note issuance signals Realty Income’s intent to raise fixed-rate debt capital, likely for general corporate purposes or refinancing.
Fixed coupon rates and maturities provide predictable interest expense through 2029 and 2033.
No immediate impact on dividends or equity; investors should monitor use of proceeds and leverage metrics in future filings.
Watch for closing on October 6, 2025, and any subsequent disclosures on proceeds deployment or covenant details.