--- ticker: O company: Realty Income Corporation filing_type: 10-K year_current: 2026 year_prior: 2025 risks_added: 20 risks_removed: 15 risks_modified: 80 risks_unchanged: 37 source: SEC EDGAR url: https://riskdiff.com/o/2026-vs-2025/ markdown_url: https://riskdiff.com/o/2026-vs-2025/index.md generated: 2026-06-01 --- # Realty Income Corporation: 10-K Risk Factor Changes 2026 vs 2025 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 20 | | Risks removed | 15 | | Risks modified | 80 | | Unchanged | 37 | --- ## New in Current Filing: Our loans and investments, including in subordinated debt, expose us to risks associated with debt-oriented real estate investments generally. We invest in debt instruments relating to real estate-related assets, which subject us to additional potential risks, including with respect to fluctuations in the value of the underlying assets, the risks of delinquency or defaults by borrowers, increased regulatory burdens or risks associated with lending, fluctuations in interest rates and credit spreads, loan repayment timing, the limitations on our rights with respect to, or control of, the underlying assets, risk of cost overruns, and increased illiquidity of the investments in light of the limited market for such investments. In addition, certain of our investments in debt instruments are subordinated, which can significantly reduce our ability to control decisions with respect to underlying assets or foreclosure, and, if a borrower were to default, the claims under our debt instrument would only be satisfied after senior debt is paid in full. As a result, a partial loss in the value of the underlying collateral can result in a total loss of the value of the debt instruments. For more information regarding the risks related to defaults by our borrowers, see "---The bankruptcy or insolvency of a client, borrower or guarantor could result in the termination of the lease agreement, loan agreement, or guarantee, as applicable." --- ## New in Current Filing: Our success is dependent on the financial stability of our clients. The success of our business is dependent on the financial stability of the clients occupying our properties. A default of a client on its lease payments may cause us to lose anticipated revenue from an investment property. --- ## New in Current Filing: The bankruptcy or insolvency of a client, borrower or guarantor could result in the termination of the lease agreement, loan agreement, or guarantee, as applicable. We are subject to the credit risk of our clients, borrowers and guarantors in connection with their rental and other financial obligations owed to us under applicable leases, loans, guarantees, and other financing agreements. There can be no assurance that our clients and borrowers will make their payments and not default on their obligations to us. Clients, borrowers, or guarantors may experience a downturn in their business that may weaken their operating results or overall financial condition. As a result, a client may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, fail to maintain the property or otherwise pay its required expenses under the terms of the lease, become insolvent or declare bankruptcy. Client, borrower, or guarantor bankruptcy or insolvency, payment delay or failure to make payments when due could result in the termination of applicable leases, loans, guarantees, and other financing agreements and material losses to us. The occurrence of a bankruptcy or insolvency could diminish or eliminate the income we receive from our leases, loans, guarantees, and other financing agreements. A bankruptcy court could authorize a client to terminate one or more of its leases with us. If that happens, our claim against the bankrupt client for unpaid future rent would be subject to statutory limitations that most likely would result in payments substantially less than the remaining rent we are owed under the leases or we may elect not to pursue claims against a client for terminated leases. Claims for unpaid past rent, if any, may not be paid in full, or at all. Client bankruptcies affecting a property may also adversely impact our ability to quickly re-lease that property at favorable terms, or at all. If a client's leases are not terminated as the result of its bankruptcy, we may be required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts we receive under those leases. As a result, client bankruptcies may have a material adverse effect on our results of operations and financial condition. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to stockholders and service our indebtedness. 19 19 19 Table of Contents Table of Contents --- ## New in Current Filing: Stock Performance Graph The line graph below compares the cumulative total stockholder return of Realty Income's common stock from December 31, 2020 to December 31, 2025 with the cumulative total returns of the S&P 500 Index and the Financial Times and Stock Exchange ("FTSE") Nareit Equity REITs Index. The graph illustrates the performance of a $100 investment in our common stock and in each index (with reinvestment of all dividends as required by the SEC) from December 31, 2020 until December 31, 2025. Historical stock price performance should not be relied upon as an indication of future stock price performance. Company/IndexBase Period 12/31/202012/31/202112/31/202212/31/202312/31/202412/31/2025Realty Income$100.00 $124.07 $114.95 $109.69 $107.37 $120.47 S&P 500$100.00 $128.68 $105.36 $133.03 $166.28 $195.98 FTSE Nareit Equity REITs$100.00 $141.31 $106.18 $118.22 $124.03 $126.82 27 27 27 Table of Contents Table of Contents --- ## New in Current Filing: Repurchases of Equity Securities The following table presents the number and average price of shares purchased during the three months ended December 31, 2025: Period Total Number of Shares Purchased (1)Average Price Paid per ShareTotal Number of Shares Purchased as Part of Publicly Announced Program (2)Maximum Dollar Value of Shares that May be Repurchased Under the ProgramOctober 1, 2025 - October 31, 2025802 $60.17 - $2,000,000,000 November 1, 2025 - November 30, 20251,100 $57.01 - $2,000,000,000 December 1, 2025 - December 31, 2025266 $57.42 - $2,000,000,000 Total 2,168 $58.23 - --- ## New in Current Filing: Total Number of Shares Purchased as Part of Publicly Announced Program (2) (1)All 2,168 shares of common stock purchased during the three months ended December 31, 2025 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 "2021 Plan"). The withholding of common stock by us could be deemed a purchase of such common stock. (2)In February 2025, our Board of Directors authorized a share repurchase program for up to $2.0 billion in shares of our common stock, which will expire in January 2028. Item 6: [Reserved] 28 28 28 Table of Contents Table of Contents Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations --- ## New in Current Filing: U.S. Private Fund Business In December 2025, we secured an additional $816.3 million in commitments for the Fund, bringing total commitments to approximately $1.5 billion. As a result of this and previously announced closings, the Company anticipates to close its cornerstone equity capital raise round on or before March 31, 2026 and is capping its commitments during this round at $1.7 billion. --- ## New in Current Filing: Preferred Equity Investment in CityCenter Las Vegas Real Estate Assets In December 2025, we acquired an $800.0 million preferred equity interest in the real estate assets of CityCenter Las Vegas, comprised of the ARIA Resort & Casino and Vdara Hotel & Spa, which is owned by funds affiliated with Blackstone Real Estate. Blackstone Real Estate will retain 100% of the common equity ownership of the property, which will continue to be operated by MGM Resorts International. --- ## New in Current Filing: Establishment of Joint Venture with GIC In January 2026, we announced the establishment of a strategic relationship with GIC, a leading global institutional investor, including the formation of a build-to-suit development joint venture with total combined commitments of over $1.5 billion. --- ## New in Current Filing: Credit Facilities In April 2025, we closed on the recast and expansion of our multi-currency unsecured credit facilities totaling $5.38 billion, including a $1.38 billion unsecured facility for the Fund. See note 8, Credit Facilities and Commercial Paper Programs, to the consolidated financial statements for further details. --- ## New in Current Filing: Term Loan Amendment In November 2025, we entered into a term loan agreement that amends and restates the previous agreement governing our $1.5 billion multi-currency term loan, dated January 6, 2023. The agreement provides for a £900.0 million Sterling-denominated term loan facility that will initially mature in January 2028, before giving effect to one twelve-month extension option. See note 9, Term Loans, to the consolidated financial statements for further details. --- ## New in Current Filing: Convertible Bond Issuance In January 2026, we issued $862.5 million aggregate principal amount of 3.500% convertible senior notes due January 2029 in a private offering, for estimated net proceeds of $845.5 million. We used approximately $101.9 million of the net proceeds to repurchase approximately 1.8 million shares of our common stock concurrently with the pricing of the offering. --- ## New in Current Filing: Share Repurchase Program In February 2025, our Board of Directors authorized a share repurchase program for up to $2.0 billion in shares of our common stock, which will expire in January 2028. Repurchases under the repurchase program may be made at management's discretion from time to time using a variety of methods, which may include open market purchases, privately negotiated transactions, Rule 10b5-1 plans or otherwise, all in accordance with the rules of the SEC and other applicable legal requirements. The repurchase program does not obligate us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion. No shares were repurchased in 2025. In January 2026, we repurchased approximately 1.8 million shares of our common stock for approximately $101.9 million. See note 23, Subsequent Events, to the consolidated financial statements for further details. --- ## New in Current Filing: Debt Financing Activities As of December 31, 2025, our total outstanding borrowings of credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $29.1 billion, with a weighted average maturity of 5.5 years and a weighted average interest rate of 3.9%. As of December 31, 2025, approximately 93% of our total debt was fixed rate debt. See notes 8 through 11 to the consolidated financial statements for additional information about our outstanding debt, along with our debt financing activities during the year ended December 31, 2025 below. Credit Facilities In April 2025, we entered into new $4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $4.25 billion unsecured revolving credit facility. Our new revolving credit facilities consist of (a) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the "RI Credit Facilities"). The RI Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. As of December 31, 2025, we had a borrowing capacity of $2.7 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $1.3 billion. In connection with the closing of the RI Credit Facilities, the Fund entered into a newly-established $1.38 billion unsecured credit facility, which provides for (a) an up to $1.0 billion unsecured revolving credit facility and (b) an up to $380.0 million unsecured delayed draw term loan which is available to be drawn for twelve months after April 29, 2025 (the "Closing Date") (collectively, the "Fund Credit Facilities"). The revolving credit facility under the Fund Credit Facilities matures in April 2029 and the delayed draw term loan under the Fund Credit Facilities matures in April 2028. The Fund Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. The aggregate amount under the Fund Credit Facilities can be increased to up to $2.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments. As of December 31, 2025, we had a borrowing capacity of $1.2 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $182.0 million. 33 33 33 Table of Contents Table of Contents Term Loan Amendment In November 2025, we entered into a term loan agreement that amends and restates the previous agreement governing our $1.5 billion multi-currency term loan, dated January 6, 2023. The agreement provides for a £900.0 million Sterling-denominated term loan facility that will initially mature in January 2028, before giving effect to one twelve-month extension option.As of December 31, 2025, we had an outstanding balance of $1.2 billion. In conjunction with the closing, we executed variable-to-fixed interest rate swaps, which fix the weighted average per annum interest rate at 4.3% over the two-year term. Term Loan Redemptions In August 2025, we repaid our $300.0 million unsecured term loan in full upon maturity, plus $0.3 million in accrued and unpaid interest. In June 2025, we repaid our $500.0 million unsecured term loan in full upon maturity, plus $2.3 million in accrued and unpaid interest. Mortgage Repayments During the year ended December 31, 2025, we made $44.6 million in principal payments, including the full repayment of three mortgages for $42.9 million. Note Issuances During the year ended December 31, 2025, we issued the following notes and bonds: 2025 IssuancesDate of IssuanceMaturity DatePrincipal amount (in millions)Price of par valueEffective yield to maturity5.125% NotesApril 2025April 2035$600.0 98.37 %5.337 %3.375% NotesJune 2025June 2031€650.0 99.57 %3.456 %3.875% NotesJune 2025June 2035€650.0 99.55 %3.930 %3.950% NotesOctober 2025February 2029$400.0 99.41 %4.143 %4.500% NotesOctober 2025February 2033$400.0 98.87 %4.685 % 5.125% Notes 3.375% Notes 3.875% Notes 3.950% Notes 4.500% Notes Convertible Bond Issuance In January 2026, we issued $862.5 million aggregate principal amount of 3.500% convertible senior notes due January 2029 in a private offering, for estimated net proceeds of $845.5 million. We used approximately $101.9 million of the net proceeds to repurchase approximately 1.8 million shares of our common stock concurrently with the pricing of the offering. The notes will be senior, unsecured obligations of Realty Income and will 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. See note 23, Subsequent Events, to the consolidated financial statements for further details. Note Repayments 2025 RepaymentsDate of IssuanceMaturity DatePrincipal amount (in millions)3.875% NotesApril 2018April 2025$500.0 4.625% NotesOctober 2018November 2025$550.0 3.875% Notes 4.625% Notes 2026 RepaymentDate of IssuanceMaturity DatePrincipal amount (in millions)5.050% NotesJanuary 2023January 2026$500.0 5.050% Notes --- ## New in Current Filing: Note Covenants The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes and bonds. These calculations, which are not based on U.S. GAAP measurements, are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance. The actual amounts as of December 31, 2025, are: 34 34 34 Table of Contents Table of Contents Note CovenantsRequiredActualLimitation on incurrence of total debt< 60% of adjusted assets41.4%Limitation on incurrence of secured debt< 40% of adjusted assets0.2%Debt service and fixed charge coverage (trailing 12 months) (1)> 1.5x4.7xMaintenance of total unencumbered assets> 150% of unsecured debt242.7% --- ## New in Current Filing: Net Income Attributable to Noncontrolling Interests Net income attributable to noncontrolling interests increased by $4.6 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily attributable to the launch of the Fund, with the first closing of third-party investments occurring at the beginning of the fourth quarter. --- ## New in Current Filing: Expected Maturity Data The following table summarizes the maturity of our debt as of December 31, 2025 (dollars in millions): Consolidated Fixed Rate DebtConsolidated Variable Rate DebtEnd of Period Interest Rate (3)Year Principal DueUnsecured Term Loans Mortgages PayableSenior Unsecured Notes and BondsSubtotalRI Credit FacilitiesFund Credit FacilitiesCommercial PaperTotal Consolidated Debt PrincipalFixed Rate Debt (4)Variable Rate Debt2026$ - $12.0$2,375.0$2,387.0$ - $ - $516.8$2,903.84.09%2.34%2027500.022.32,374.52,896.8823.5 - - 3,720.32.804.0720281,211.01.32,499.83,712.1 - - - 3,712.13.72 - 2029 - 1.32,820.32,821.6501.1182.0 - 3,504.73.963.862030 - 1.02,472.32,473.3 - - - 2,473.33.73 - Thereafter - - 12,801.912,801.9 - - - 12,801.94.15 - Total (1)$1,711.0$37.9$25,343.8$27,092.7$1,324.6$182.0$516.8$29,116.13.88%3.55%Fair Value (2)$1,711.0$37.6$24,647.5$26,396.1$1,324.6$182.0$516.8$28,419.5 --- ## New in Current Filing: 4. Investments in Real Estate A. Acquisitions of Real Estate Below is a summary of our acquisitions for the year ended December 31, 2025 (unaudited): Number ofPropertiesInvestment($ in millions)Weighted AverageLease Term(Years)AcquisitionsU.S. real estate 180 $1,240.3 13.7Europe real estate88 2,911.8 8.7Total real estate acquisitions268 $4,152.1 10.1Initial weighted average cash yield (1)7.0 %Real estate properties under developmentU.S. real estate91 $285.7 16.6Europe real estate18 199.7 12.5Total real estate properties under development109 $485.4 14.9Initial weighted average cash yield (1)7.4 %Total (2)377 $4,637.5 10.7Initial weighted average cash yield (1)7.0 % --- ## New in Current Filing: 6. Investment in Preferred Equity During the three months ended December 31, 2025, we acquired an $800.0 million noncontrolling, perpetual preferred equity interest in the real estate assets of CityCenter Las Vegas. The underlying partnership that owns the real estate assets is a VIE. Blackstone retained 100% of the common equity ownership of the partnership, and MGM Resorts International continues to operate the properties. We are not the primary beneficiary of the VIE because we do not have the power to direct the activities that most significantly impact the VIE's economic performance. Accordingly, the partnership is not consolidated. Our involvement with the VIE is limited to our investment in preferred equity, which is presented within 'Other assets, net' on our consolidated balance sheets. Our maximum exposure to loss is limited to the carrying value of the investment, as we do not provide financial support to the VIE beyond our contractual investment. As of December 31, 2025, the 'Investment in preferred equity' balance was $800.5 million, including $0.5 million of direct transaction costs. The preferred equity provides for a cumulative preferred return at an initial rate of 7.4%, payable monthly in arrears. The preferred return is subject to scheduled rate increases starting on the fifth anniversary of closing. Blackstone may cause the partnership to redeem all or a portion of the preferred equity investment, and we may require redemption upon the occurrence of specified events. Early redemptions are subject to early redemption fees based on the timing and circumstances of the redemption, equal to 3.0% if redeemed prior to the first anniversary of closing, 2.0% if redeemed after the first anniversary and prior to the fourth anniversary, and no premium thereafter. Upon redemption, if we have not received an 8.325% unlevered internal rate of return on the redeemed amount, we will receive a make-whole payment to ensure that such return is achieved. Preferred return income is determined by applying the contractual rate to the outstanding preferred equity balance, including any accrued but unpaid cumulative preferred return, which increases the carrying value of the investment. During the year ended December 31, 2025, we recognized $3.7 million of preferred return income related to the investment, which is included within 'Other revenue' in our consolidated statements of income and comprehensive income. --- ## New in Current Filing: Carrying Amount (2) October 2029 - July 2031 8.00% - SONIA(1) +6.03% June 2028 - September 2038 7.50% - 8.50% December 2026 - December 2028 10.25% - 11.00% --- ## No Match in Current: Compliance with the Americans with Disabilities Act of 1990 and fire, safety, and other regulations may require us to make unanticipated expenditures that could adversely impact our results of operations. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Our U.S. properties are generally required to comply with the ADA. The ADA has separate compliance requirements for "public accommodations" and "commercial facilities," but generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants. The clients to whom we lease properties are obligated by law to comply with the ADA provisions and, in many cases, the clients are generally obligated to cover costs associated with compliance pursuant to the terms of their applicable leases. If required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these clients to cover costs could be adversely affected. In such circumstances and where the expenditures are otherwise the responsibility of the landlord, we could be required to expend our own funds to comply with the provisions of the ADA, which could materially adversely affect our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. In addition, our properties must be in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our properties. We may be required to make substantial capital expenditures to comply with those requirements and these expenditures could have a material adverse effect on our results of operations or financial condition and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions to our stockholders. --- ## No Match in Current: Repurchases of Equity Securities *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* During the three months ended December 31, 2024, the following shares of stock 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 "2021 Plan"): Period Total Number of Shares Purchased Average Price Paid per ShareOctober 1, 2024 - October 31, 2024221 $62.95 November 1, 2024 - November 30, 20241,234 $56.96 December 1, 2024 - December 31, 20248,485 $53.50 Total 9,940 $54.14 Item 6: Reserved 23 23 23 Table of Contents Table of Contents Item 7: Management's Discussion and Analysis of Financial Condition and Results of Operations --- ## No Match in Current: Closing of Spirit Merger *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* On January 23, 2024, we closed on our previously announced stock-for-stock merger with Spirit. The Merger is further described in note 2, Merger with Spirit Realty Capital, Inc., to the consolidated financial statements contained in this annual report. --- ## No Match in Current: Redemption of Preferred Stock *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* On September 30, 2024, we redeemed all 6.9 million shares outstanding of our 6.000% Series A Preferred Stock ("Realty Income Series A Preferred Stock"), which was converted from Spirit's outstanding preferred stock in connection with the Merger, at a redemption price of $25.00 per share, plus accrued and unpaid dividends. For more details, see note 16, Series A Preferred Stock, to the consolidated financial statements contained in this annual report. 25 25 25 Table of Contents Table of Contents --- ## No Match in Current: Universal Shelf Registration *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* On February 16, 2024, we filed a new shelf registration statement with the SEC, which is effective for a term of three years and will expire in February 2027. In accordance with SEC rules, the amount of securities to be issued pursuant to this shelf registration statement was not specified when it was filed and there is no specific dollar limit. The securities covered by this registration statement include (1) common stock, (2) preferred stock, (3) debt securities, (4) depositary shares representing fractional interests in shares of preferred stock, (5) warrants to purchase debt securities, common stock, preferred stock, or depositary shares, and (6) any combination of these securities. We may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings, along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. --- ## No Match in Current: Debt Financing Activities *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* At December 31, 2024, our total outstanding borrowings of revolving credit facility, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $26.5 billion, with a weighted average maturity of 5.8 years and a weighted average interest rate of 3.9%. As of December 31, 2024, approximately 96% of our total debt was fixed rate debt. See notes 7 through 10 to the consolidated financial statements contained in this annual report for additional information about our outstanding debt, along with our debt financing activities during the year ended December 31, 2024 below. Note Issuances During the year ended December 31, 2024, we issued the following notes and bonds: Note IssuancesDate of IssuanceMaturity DatePrincipal amount(in millions)Price of par valueEffective yield to maturity4.750% NotesJanuary 2024February 2029$450.0 99.23 %4.923 %5.125% NotesJanuary 2024February 2034$800.0 98.91 %5.265 %5.375% NotesAugust 2024September 2054$500.0 98.37 %5.486 %5.000% NotesSeptember 2024October 2029£350.0 99.14 %5.199 %5.250% NotesSeptember 2024September 2041£350.0 96.21 %5.601 % 4.750% Notes 5.125% Notes 5.375% Notes 5.000% Notes 5.250% Notes In connection with the Merger, we also completed the $2.7 billion exchange in principal of outstanding notes issued by Spirit OP. See note 10, Notes Payable, to the consolidated financial statements contained in this annual report for further details. 28 28 28 Table of Contents Table of Contents Note Repayments During the year ended December 31, 2024, we repaid the following notes, plus accrued and unpaid interest upon maturity: Note RepaymentsDate of IssuanceMaturity DatePrincipal amount(in millions)4.600% NotesFebruary 2014February 2024$500.0 3.875% NotesJune 2014July 2024$350.0 4.600% Notes 3.875% Notes Term Loan Issuances In January 2024, in connection with the Merger, we entered into an amended and restated term loan agreement (which replaced Spirit's then-existing term loans with various lenders). The amended and restated term loan agreements are fixed through interest rate swaps at a weighted average interest rate of 3.9%. Pursuant to the amended and restated term loan agreement, we borrowed $800.0 million in aggregate total borrowings, $300.0 million of which matures in August 2025 and $500.0 million of which matures in August 2027 (the "$800 million term loan agreement"). We also entered into an amended and restated term loan agreement pursuant to which we borrowed $500.0 million in aggregate total borrowings which matures in June 2025 (the "$500 million term loan agreement"). Term Loan Redemption During the year ended December 31, 2024, we repaid our $250.0 million senior unsecured term loan in full upon maturity. Mortgage Repayments During the year ended December 31, 2024, we made $740.5 million in principal payments, including the full repayment of five mortgages for $735.9 million. Covenants The following is a summary of the key financial covenants for our senior unsecured notes, as defined and calculated per the terms of our senior notes and bonds. These calculations, which are not based on U.S. GAAP, are presented to investors to show our ability to incur additional debt under the terms of our senior notes and bonds as well as to disclose our current compliance with such covenants and are not measures of our liquidity or performance. The actual amounts as of December 31, 2024, are: Note CovenantsRequiredActualLimitation on incurrence of total debt< 60% of adjusted assets41.1 %Limitation on incurrence of secured debt< 40% of adjusted assets0.3 %Debt service and fixed charge coverage (trailing 12 months) (1)> 1.5x4.7xMaintenance of total unencumbered assets> 150% of unsecured debt244.5 % --- ## No Match in Current: Material Cash Requirements *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* The following table summarizes the maturity of each of our obligations as of December 31, 2024 (dollars in millions): Credit Facility and Commercial Paper (1)Unsecured TermLoansMortgages PayableSenior Unsecured Notes and BondsInterest (2)Ground Leases Paid by the Company (3)Ground Leases Paid byOur Clients (4)Other (5)Total2025$67.3 $800.0 $43.4 $1,050.0 $1,002.5 $12.5 $31.8 $557.1 $3,564.6 20261,062.9 1,060.6 12.0 2,375.0 845.2 17.6 32.4 117.9 5,523.6 2027 - 500.0 22.3 2,313.6 736.8 11.1 30.5 98.2 3,712.5 2028 - - 1.3 2,499.8 633.2 8.9 27.5 2.2 3,172.9 2029 - - 1.3 2,387.5 589.0 10.0 25.0 1.9 3,014.7 Thereafter - - 1.0 12,312.8 2,922.1 406.7 336.4 11.0 15,990.0 Total$1,130.2 $2,360.6 $81.3 $22,938.7 $6,728.8 $466.8 $483.6 $788.3 $34,978.3 --- ## No Match in Current: Other Revenue *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* The following summarizes our total other revenue (in millions): Years ended December 31,20242023ChangeInterest income on financing receivables$124.4 $102.8 $21.6 Interest income on loans and preferred equity investments100.0 16.8 83.2 Other3.0 1.2 1.8 $227.4 $120.8 106.6 --- ## No Match in Current: Expected Maturity Data *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* The following table summarizes the maturity of our debt as of December 31, 2024 (dollars in millions): Year of Principal DueFixed ratedebtWeighted average rateon fixed rate debtVariable ratedebtWeighted average rateon variable rate debt2025$1,893.44.22 %$67.3 3.05 %20263,447.6(1)4.33 %1,062.9 4.41 %20272,835.92.85 % - - 20282,501.03.19 % - - 20292,388.83.94 % - - Thereafter12,313.94.07 % - - Total (2)$25,380.63.88 %$1,130.2 4.33 %Fair Value (3)$24,034.1$1,130.2 --- ## No Match in Current: Newly Issued Accounting Standards. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. We are currently evaluating the impact on our financial statement disclosures. In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, Income Taxes, to enhance income tax disclosures, provide more information about tax risks and opportunities present in worldwide operations, and to disaggregate existing income tax disclosures. The guidance is effective for annual periods beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. We are currently evaluating the impact on our financial statement disclosures. --- ## No Match in Current: Recently Adopted Accounting Standards. *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* The Company adopted ASU 2023-07, Segment Reporting, during the fourth quarter of 2024, which established improvements to reportable segments disclosures to enhance segment reporting under Topic 280. This ASU was intended to change how public entities identify and aggregate operating segments and apply quantitative thresholds to determine their reportable segments. This ASU also required public entities that operate as a single reportable segment to provide all segment disclosures in Topic 280, not just entity level disclosures. Refer to note 20, Segment and Geographic Information, for our updated disclosure. --- ## No Match in Current: December 31, 2024 *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Lease intangible assets (1) Other assets (2) Lease intangible liabilities (3) (1) The weighted average amortization period for acquired lease intangible assets is 10.8 years. (2) Includes $53.9 million of gross contractual loans receivable, the fair value of which was $47.1 million, and we expect to collect substantially all of the loans receivable as of the acquisition date. (3) The weighted average amortization period for acquired lease intangible liabilities is 8.2 years. (3) 61 61 61 Table of Contents Table of Contents The initial assessment of fair value provided in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024 were considered preliminary and were based on information that was available to management at the time the consolidated financial statements were prepared. Measurement period adjustments were recorded in the period in which they were determined, as if they had been completed at the acquisition date. Before the first anniversary of the date of the Merger, final measurement period adjustments recorded in the year ended December 31, 2024 resulted from updated valuations related to real estate assets and liabilities, in addition to loans receivable. The adjustments were determined based on additional information that existed at the acquisition date but was not contemplated in our initial fair value assessment and resulted in a decrease to goodwill of $59.1 million. Approximately $1.20 billion has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired and liabilities assumed. The recognized goodwill is attributable to expected synergies and benefits arising from the Merger, including anticipated financing and corporate overhead cost savings. None of the goodwill recognized is deductible for tax purposes. B. Merger-related Transaction CostsIn conjunction with the Merger, we incurred $86.7 million of merger-related transaction costs during the year ended December 31, 2024, primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger. C. Unaudited Pro Forma Financial Information The following unaudited pro forma information presents a summary of our combined results of operations for the years ended December 31, 2024 and 2023, respectively, as if the Merger had occurred on January 1, 2023 (in millions, except per share data). The pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses. Years ended December 31,20242023Total revenues$5,319.1 $4,868.2 Net income$945.9 $893.2 Basic and diluted earnings per share$1.10 $1.12 Our consolidated results of operations for the year ended December 31, 2024 include $762.7 million of revenues and $103.1 million of net income, respectively, associated with the results of operations of Spirit from the closing of the Merger on January 23, 2024 to December 31, 2024. --- ## No Match in Current: 4. Investments in Real Estate *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* A. Acquisitions of Real Estate Below is a summary of our acquisitions for the year ended December 31, 2024 (unaudited): Number ofPropertiesLeasableSquare Feet(in thousands)Investment($ in millions)Weighted AverageLease Term(Years)Initial WeightedAverage CashLease Yield (1)Acquisitions - U.S. 287 3,535 $1,402.9 13.96.7 %Acquisitions - Europe 62 4,263 1,072.0 6.97.5 %Total acquisitions349 7,798 $2,474.9 10.77.0 %Properties under development (2)192 7,093 690.7 15.47.4 %Total (3)541 14,891 $3,165.6 11.87.1 % --- ## No Match in Current: December 31, 2023 *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Passport Park Joint Venture (2) (1) The total carrying amount of the investments was greater than the underlying equity in net assets (i.e., basis difference) by $7.9 million as of December 31, 2024. The basis difference is primarily attributable to capitalized interest for the data center joint venture development funding. (2) Our investment in Passport Park Joint Venture includes $4.2 million in preferred equity. The joint venture is required to redeem all of the preferred equity investment in June 2028, with two extension options available. Equity in earnings of unconsolidated entities consists of the following (in thousands): Years ended December 31,202420232022Data Center Development Joint Venture$6,940 $ - $ - Bellagio Las Vegas Joint Venture - Common Equity Interest(980)2,139 - Passport Park Joint Venture - - - Industrial Partnerships1,833 407 (6,448)Equity in earnings in unconsolidated entities$7,793 $2,546 $(6,448) --- ## No Match in Current: Year of Maturity *This section from the 2025 filing does not have a high-confidence textual match in 2026. It may have been removed, merged, or substantially reworded.* Principal Total 70 70 70 Table of Contents Table of Contents --- ## Modified: FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS AND NORMALIZED FUNDS FROM OPERATIONS AVAILABLE TO COMMON STOCKHOLDERS **Key changes:** - Reworded sentence: "The following summarizes our FFO and Normalized FFO (in millions, except per share data): Years ended December 31,20252024% ChangeFFO available to common stockholders$3,860.3$3,467.711.3 %FFO per common share (1)$4.25$4.016.0 %Normalized FFO available to common stockholders$3,884.5$3,564.09.0 %Normalized FFO per common share (1)$4.27$4.123.6 % FFO available to common stockholders FFO per common share (1) Normalized FFO available to common stockholders Normalized FFO per common share (1) (1) All per share amounts are presented on a diluted per common share basis." - Reworded sentence: "45 45 45 Table of Contents Table of Contents The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S." **Prior (2025):** We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trusts' definition, as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets, and reduced by gain on property sales. We define Normalized FFO, a non-GAAP financial measure, as FFO excluding merger, transaction, and other costs, net. We define diluted FFO and diluted normalized FFO as FFO and normalized FFO adjusted for dilutive noncontrolling interests. The following summarizes our FFO and Normalized FFO (in millions, except per share data): Years ended December 31,20242023% ChangeFFO available to common stockholders$3,467.7$2,822.122.9 %FFO per common share (1)$4.01$4.07(1.5)%Normalized FFO available to common stockholders$3,564.0$2,836.625.6 %Normalized FFO per common share (1)$4.12$4.090.7 % FFO available to common stockholders FFO per common share (1) Normalized FFO available to common stockholders Normalized FFO per common share (1) (1) All per share amounts are presented on a diluted per common share basis. 40 40 40 Table of Contents Table of Contents The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S. GAAP measure) to FFO and Normalized FFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (dollars in thousands, except per share amounts): Years ended December 31,20242023Net income available to common stockholders$847,893 $872,309 Depreciation and amortization2,395,644 1,895,177 Depreciation of furniture, fixtures and equipment(2,857)(2,239)Provisions for impairment of real estate319,032 82,208 Gain on sales of real estate(117,275)(25,667)Proportionate share of adjustments for unconsolidated entities29,124 4,205 FFO adjustments allocable to noncontrolling interests(3,902)(3,855)FFO available to common stockholders$3,467,659 $2,822,138 FFO allocable to dilutive noncontrolling interests6,611 5,552 Diluted FFO$3,474,270 $2,827,690 FFO available to common stockholders$3,467,659 $2,822,138 Merger, transaction, and other costs, net96,292 14,464 Normalized FFO available to common stockholders$3,563,951 $2,836,602 Normalized FFO allocable to dilutive noncontrolling interests6,611 5,552 Diluted Normalized FFO$3,570,562 $2,842,154 FFO per common share:Basic $4.02 $4.08 Diluted$4.01 $4.07 Normalized FFO per common share:Basic$4.13 $4.10 Diluted$4.12 $4.09 Distributions paid to common stockholders$2,691,719 $2,111,793 FFO available to common stockholders in excess of distributions paid to common stockholders$775,940 $710,345 Normalized FFO available to common stockholders in excess of distributions paid to common stockholders$872,232 $724,809 Weighted average number of common shares used for FFO and Normalized FFO:Basic862,959 692,298 Diluted865,842 694,819 We consider FFO and Normalized FFO to be appropriate supplemental measures of a REIT's operating performance as they are based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO, and adds back merger, transaction, and other costs, net, for Normalized FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. 41 41 41 Table of Contents Table of Contents **Current (2026):** We define FFO, a non-GAAP measure, consistent with the National Association of Real Estate Investment Trusts' definition, as net income available to common stockholders, plus depreciation and amortization of real estate assets, plus provisions for impairments of depreciable real estate assets, and reduced by gain on property sales. We define Normalized FFO, a non-GAAP financial measure, as FFO excluding merger, transaction, and other costs, net. We define diluted FFO and diluted normalized FFO as FFO and normalized FFO adjusted for dilutive noncontrolling interests. The following summarizes our FFO and Normalized FFO (in millions, except per share data): Years ended December 31,20252024% ChangeFFO available to common stockholders$3,860.3$3,467.711.3 %FFO per common share (1)$4.25$4.016.0 %Normalized FFO available to common stockholders$3,884.5$3,564.09.0 %Normalized FFO per common share (1)$4.27$4.123.6 % FFO available to common stockholders FFO per common share (1) Normalized FFO available to common stockholders Normalized FFO per common share (1) (1) All per share amounts are presented on a diluted per common share basis. We consider FFO and Normalized FFO to be appropriate supplemental measures of a REIT's operating performance as they are based on a net income analysis of property portfolio performance that adds back items such as depreciation and impairments for FFO, and adds back merger, transaction, and other costs, net, for Normalized FFO. The historical accounting convention used for real estate assets requires straight-line depreciation of buildings and improvements, which implies that the value of real estate assets diminishes predictably over time. Since real estate values historically rise and fall with market conditions, presentations of operating results for a REIT, using historical accounting for depreciation, could be less informative. 45 45 45 Table of Contents Table of Contents The following is a reconciliation of net income available to common stockholders (which we believe is the most comparable U.S. GAAP measure) to FFO and Normalized FFO. Also presented is information regarding distributions paid to common stockholders and the weighted average number of common shares used for the basic and diluted computation per share (in thousands, except per share amounts): Years ended December 31,20252024Net income available to common stockholders$1,058,590 $847,893 Depreciation and amortization2,524,200 2,395,644 Depreciation of furniture, fixtures and equipment(2,622)(2,857)Provisions for impairment of real estate434,497 319,032 Gain on sales of real estate(177,640)(117,275)Proportionate share of adjustments for unconsolidated entities33,345 29,124 FFO adjustments allocable to noncontrolling interests(10,047)(3,902)FFO available to common stockholders$3,860,323 $3,467,659 FFO allocable to dilutive noncontrolling interests9,396 6,611 Diluted FFO$3,869,719 $3,474,270 FFO available to common stockholders$3,860,323 $3,467,659 Merger, transaction, and other costs, net (1)24,214 96,292 Normalized FFO available to common stockholders$3,884,537 $3,563,951 Normalized FFO allocable to dilutive noncontrolling interests9,396 6,611 Diluted Normalized FFO$3,893,933 $3,570,562 FFO per common share:Basic $4.26 $4.02 Diluted$4.25 $4.01 Normalized FFO per common share:Basic$4.28 $4.13 Diluted$4.27 $4.12 Distributions paid to common stockholders$2,920,895 $2,691,719 FFO after distributions$939,428 $775,940 Normalized FFO after distributions$963,642 $872,232 Weighted average number of common shares used for FFO and Normalized FFO:Basic907,169 862,959 Diluted911,015 865,842 Merger, transaction, and other costs, net (1) (1)During the year ended December 31, 2025, we incurred $24.2 million of merger, transaction, and other costs, net, consisting primarily of placement fees incurred in fundraising for the Fund. During the year ended December 31, 2024, we incurred $96.3 million of merger transaction and other costs, net, primarily related to transaction and integration related costs related to the Spirit merger. 46 46 46 Table of Contents Table of Contents --- ## Modified: The accompanying notes to consolidated financial statements are an integral part of these statements. **Key changes:** - Reworded sentence: "56 56 56 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES" **Prior (2025):** 50 50 50 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES **Current (2026):** 55 55 55 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES --- ## Modified: The accompanying notes to consolidated financial statements are an integral part of these statements. **Key changes:** - Reworded sentence: "55 55 55 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES" **Prior (2025):** 50 50 50 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES **Current (2026):** 55 55 55 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES --- ## Modified: The accompanying notes to consolidated financial statements are an integral part of these statements. **Key changes:** - Reworded sentence: "57 57 57 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES" **Prior (2025):** 50 50 50 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES **Current (2026):** 55 55 55 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES --- ## Modified: Carrying value **Key changes:** - Reworded sentence: "Fair value Mortgages payable (1) Notes and bonds payable (1) (1) Excludes non-cash net premiums and discounts, and deferred financing costs." - Reworded sentence: "The estimated fair values of our publicly-traded senior secured loans receivable, publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of each financial instrument." - Reworded sentence: "The fair value estimation of secured loans receivable that are not publicly traded similarly incorporates less observable, market-corroborated inputs." - Reworded sentence: "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." - Reworded sentence: "For more details on our derivatives, see note 14, Derivative Instruments." **Prior (2025):** Fair value Mortgages payable (1) Notes and bonds payable (1) (1) Excludes non-cash net premiums and discounts as well as deferred financing costs recorded on mortgages payable. Excludes non-cash net premiums and discounts, deferred financing costs, and the cumulative basis adjustment on fair value hedges recorded on notes payable. (1) The estimated fair values of our mortgage loan receivable, unsecured loan receivable, 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. 75 75 75 Table of Contents Table of Contents The estimated fair values of our senior secured loans receivable, publicly-traded senior notes and bonds payable 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. 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, currency exchange 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 three inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties. However, at December 31, 2024 and 2023, 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 13, Derivative Instruments. 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): Years ended December 31,202420232022Carrying value prior to impairment$770.7 $194.5 $140.9 Less: total provisions for impairment of real estate (1) (319.0)(82.2)(25.9)Carrying value after impairment$451.7 $112.3 $115.0 Number of properties:Classified as held for sale17 2 - Classified as held for investment88 16 5 Sold132 94 89 Less: total provisions for impairment of real estate (1) (1) Real estate assets that were deemed to be impaired for the year ended December 31, 2024 primarily relate to two office properties which were acquired and retained in our merger with VEREIT in 2021, properties leased to clients in bankruptcies or financial distress, as well as properties that are more likely than not to be sold in the next twelve months. (1) Real estate assets that were deemed to be impaired for the year ended December 31, 2024 primarily relate to two office properties which were acquired and retained in our merger with VEREIT in 2021, The valuation of impaired assets is determined using valuation techniques including applying a capitalization rate to estimated net operating income of a property, analysis of recent comparable sales transactions 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. 76 76 76 Table of Contents Table of Contents **Current (2026):** Fair value Mortgages payable (1) Notes and bonds payable (1) (1) Excludes non-cash net premiums and discounts, and deferred financing costs. (1) The estimated fair values of our mortgage loan receivable, unsecured and other loans, private senior secured loans receivable, 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 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. 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 December 31, 2025 and 2024, 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 14, Derivative Instruments. 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. 81 81 81 Table of Contents Table of Contents The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (dollars in millions): Years ended December 31,202520242023Carrying value prior to impairment$1,004.0 $770.7 $194.5 Less: total provisions for impairment of real estate(434.5)(319.0)(82.2)Carrying value after impairment$569.5 $451.7 $112.3 Number of properties:Classified as held for sale35 17 2 Classified as held for investment138 88 16 Sold222 132 94 The valuation of impaired assets is determined using widely accepted valuation techniques including income capitalization approach, using net operating income for each property and applying capitalization rates between 7.8% and 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. 82 82 82 Table of Contents Table of Contents --- ## Modified: Investments in Unconsolidated Entities **Key changes:** - Reworded sentence: "As of December 31, 2025, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million." **Prior (2025):** As of December 31, 2024, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million. 30 30 30 Table of Contents Table of Contents **Current (2026):** As of December 31, 2025, our pro-rata share of secured debt of unconsolidated entities was approximately $659.2 million. --- ## Modified: The accompanying notes to consolidated financial statements are an integral part of these statements. **Key changes:** - Reworded sentence: "58 58 58 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES" **Prior (2025):** 50 50 50 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES **Current (2026):** 55 55 55 Table of Contents Table of Contents REALTY INCOME CORPORATION AND SUBSIDIARIES --- ## Modified: 13. Fair Value Measurements **Key changes:** - Reworded sentence: "79 79 79 Table of Contents Table of Contents •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." - Reworded sentence: "The following tables present the carrying values and estimated fair values of financial instruments as of December 31, 2025 and 2024 (in millions): December 31, 2025Hierarchy LevelCarrying ValueLevel 1Level 2Level 3Assets: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:Mortgages payable$37.9$ - $ - $37.6 Notes and bonds payable25,343.8 - 23,600.7 1,046.8 Derivative liabilities205.7 - 205.7 - Total liabilities$25,587.4 $ - $23,806.4 $1,084.4 December 31, 2024Hierarchy LevelCarrying ValueLevel 1Level 2Level 3Assets:Loans receivable$828.5 $ - $791.4 $43.7 Derivative assets47.2 - 47.2 - Total assets$875.7 $ - $838.6 $43.7 Liabilities:Mortgages payable$81.3$ - $ - $80.0 Notes and bonds payable22,938.7 - 20,665.5 928.0 Derivative liabilities81.5 - 81.5 - Total liabilities$23,101.5 $ - $20,747.0 $1,008.0 A." - Reworded sentence: "80 80 80 Table of Contents Table of Contents 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): December 31, 2025December 31, 2024Carrying valueFair valueCarrying valueFair valueLoans receivable$1,682.1 $1,684.8 $828.5 $835.1 Mortgages payable (1)$37.9$37.6 $81.3$80.0 Notes and bonds payable (1)$25,343.8$24,647.5 $22,938.7$21,593.5" **Prior (2025):** 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. 74 74 74 Table of Contents Table of Contents The following tables present the carrying values and estimated fair values of financial instruments as of December 31, 2024 and 2023 (in millions): December 31, 2024Hierarchy LevelCarrying ValueLevel 1Level 2Level 3Assets:Loans receivable$828.5 $ - $791.4 $43.7 Derivative assets47.2 - 47.2 - Total assets$875.7 $ - $838.6 $43.7 Liabilities:Mortgages payable$81.3$ - $ - $80.0 Notes and bonds payable22,938.7 - 20,665.5 928.0 Derivative liabilities81.5 - 81.5 - Total liabilities$23,101.5 $ - $20,747.0 $1,008.0 December 31, 2023Hierarchy LevelCarrying ValueLevel 1Level 2Level 3Assets:Loans receivable$205.3 $ - $171.8 $33.5 Derivative assets21.2 - 21.2 - Total assets$226.5 $ - $193.0 $33.5 Liabilities:Mortgages payable$822.4$ - $ - $814.5 Notes and bonds payable18,562.1 - 16,620.8 982.9 Derivative liabilities119.6 - 119.6 - Total liabilities$19,504.1 $ - $16,740.4 $1,797.4 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, term loans, line of credit payable and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature. The aggregate fair value of our term loans approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing. 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): December 31, 2024December 31, 2023Carrying valueFair valueCarrying valueFair valueLoans receivable$828.5 $835.1 $205.3 $205.3 Mortgages payable (1)$81.3$80.0 $822.4$814.5 Notes and bonds payable (1)$22,938.7$21,593.5 $18,562.1$17,603.7 **Current (2026):** 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. 79 79 79 Table of Contents Table of Contents •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 December 31, 2025 and 2024 (in millions): December 31, 2025Hierarchy LevelCarrying ValueLevel 1Level 2Level 3Assets: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:Mortgages payable$37.9$ - $ - $37.6 Notes and bonds payable25,343.8 - 23,600.7 1,046.8 Derivative liabilities205.7 - 205.7 - Total liabilities$25,587.4 $ - $23,806.4 $1,084.4 December 31, 2024Hierarchy LevelCarrying ValueLevel 1Level 2Level 3Assets:Loans receivable$828.5 $ - $791.4 $43.7 Derivative assets47.2 - 47.2 - Total assets$875.7 $ - $838.6 $43.7 Liabilities:Mortgages payable$81.3$ - $ - $80.0 Notes and bonds payable22,938.7 - 20,665.5 928.0 Derivative liabilities81.5 - 81.5 - Total liabilities$23,101.5 $ - $20,747.0 $1,008.0 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 aggregate fair value of our term loans approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing. 80 80 80 Table of Contents Table of Contents 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): December 31, 2025December 31, 2024Carrying valueFair valueCarrying valueFair valueLoans receivable$1,682.1 $1,684.8 $828.5 $835.1 Mortgages payable (1)$37.9$37.6 $81.3$80.0 Notes and bonds payable (1)$25,343.8$24,647.5 $22,938.7$21,593.5 --- ## Modified: The following discussion and analysis reflect our financial condition and results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7. "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, 2024. **Key changes:** - Reworded sentence: "GENERAL Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies®." - Reworded sentence: "Since our listing on the NYSE in 1994, we have had 133 dividend increases and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for over 31 consecutive years." **Prior (2025):** GENERAL Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies. Founded in 1969, we invest in diversified commercial real estate and, as of December 31, 2024, have a portfolio of over 15,600 properties in all 50 U.S. states, the U.K., and six 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 656 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for the last 30 consecutive years. As of December 31, 2024, we owned or held interests in 15,621 properties, with approximately 339.4 million square feet of leasable space leased to 1,565 clients doing business in 89 separate industries. Of the 15,621 properties in our portfolio as of December 31, 2024, 15,316, or 98.0%, were single-client properties, and the remaining were multi-client properties. Our total portfolio had a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 9.3 years. Total portfolio annualized contractual rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables) on our leases as of December 31, 2024 was $4.97 billion. As of December 31, 2024, approximately 32.4% of our total portfolio annualized contractual rent came from properties leased to our investment grade clients, their subsidiaries or affiliated companies. As of December 31, 2024, our top 20 clients (based on percentage of total portfolio annualized contractual rent) represented approximately 36.4% of our annualized rent and 10 of these clients had investment grade credit ratings or were subsidiaries or affiliates of investment grade companies. Approximately 91% of our annualized retail contractual rent as of December 31, 2024, was 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 $303.1 million, $274.2 million, and $184.7 million for the years ended December 31, 2024, 2023, and 2022, respectively. **Current (2026):** GENERAL 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 December 31, 2025, we have a portfolio of over 15,500 properties in all 50 U.S. states, the 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 listing on the NYSE in 1994, we have had 133 dividend increases and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for over 31 consecutive years. As of December 31, 2025, we owned or held interests in 15,511 properties, with approximately 355.0 million square feet of leasable space leased to 1,761 clients doing business in 92 separate industries. Of the 15,511 properties in our portfolio as of December 31, 2025, 15,167, or 97.8%, were single-tenant properties, and the remaining were multi-tenant properties. Our total portfolio had a weighted average remaining lease term (excluding rights to extend a lease at the option of the client) of approximately 8.8 years. Total portfolio annualized base rent (defined as the monthly cash base rent for all leases in place as of the end of the period, multiplied by 12, excluding percentage rent) on our leases as of December 31, 2025 was $5.31 billion. As of December 31, 2025, approximately 32.2% of our total portfolio annualized base rent came from properties leased to our investment grade clients, their subsidiaries or affiliated companies. As of December 31, 2025, our top 20 clients (based on percentage of total portfolio annualized base rent) represented approximately 35.8% of our annualized base rent and 11 of these clients had investment grade credit ratings or were subsidiaries or affiliates of investment grade companies. Approximately 91% of our annualized retail base rent as of December 31, 2025, was 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 $340.4 million, $303.1 million, and $274.2 million for the years ended December 31, 2025, 2024, and 2023, respectively. --- ## Modified: We are subject to risks and liabilities in connection with forming and attracting third-party investment in our fund business, investing in new or existing co-investment ventures or funds and managing properties through our fund business or other co-investment ventures. **Key changes:** - Reworded sentence: "As previously publicly disclosed, we formed and announced closings with respect to our open-end, perpetual life private capital vehicle (the "Fund"), and other joint venture or programmatic relationships." - Reworded sentence: "The Fund or other co-investment ventures are expected to involve additional risks, including compliance risks and additional regulatory risks, that we would not otherwise face, including the risks inherent in owning, operating and managing one or more funds and co-investment ventures, risks related to our ability to negotiate third-party investments, such as valuation, operational limitations, management fee structures and other incentive fees, on terms that are beneficial to us, and the inherent conflicts that may exist in allocating investment opportunities effectively between us, the Fund, joint ventures and such other future co-investment ventures." **Prior (2025):** As previously publicly disclosed, we anticipate forming a fund business, and may explore options to form other co-investment ventures in the future. Our organizational documents do not limit the amount of available funds that we may invest in our anticipated fund business or other co-investment ventures. We currently intend to develop and acquire properties through our new fund business and co-investment ventures and we may also make investments in other entities at our discretion in the future. However, there can be no assurance that we will be able to form our anticipated fund business and co-investment ventures on the timeline expected, or at all, attract third-party investment or that additional investments in our anticipated fund business or other co-investment ventures to develop or acquire properties in the future will be successful, or that such anticipated fund business or other co-investment ventures will improve our consolidated financial position or results of operations. Further, there can be no assurance that we are able to realize value from our existing or future investments. Our anticipated fund business or other co-investment ventures are expected to involve certain additional risks that we do not currently otherwise face, including the risks inherent in owning, operating and managing one or more funds, risks related to our ability to negotiate third-party investments, such as valuation, operational limitations, 13 13 13 Table of Contents Table of Contents management fee structures and other incentive fees, on terms that are beneficial to us, and the inherent conflicts that may exist in allocating investment opportunities effectively between us and the fund or such other co-investment ventures. In addition, the same factors that may impact the valuation of our existing portfolio, as otherwise discussed in this Annual Report on Form 10-K, may also impact the portfolios to be held by the funds or co-investment ventures and could result in other than temporary impairment of our investment and a reduction in fee revenues, if any. Our fund business may be subject to some or all of the risks more fully described in "We may engage in development, speculative development, or expansion projects or invest in new asset classes, which would subject us to additional risks that could negatively impact our operations." Such risks may adversely impact our anticipated fund business's or our other co-investment ventures' financial position or results of operation. **Current (2026):** As previously publicly disclosed, we formed and announced closings with respect to our open-end, perpetual life private capital vehicle (the "Fund"), and other joint venture or programmatic relationships. We have and may continue to explore options to form other co-investment ventures, alongside or in addition to the Fund and these joint venture relationships, in the future. Our organizational documents do not limit the amount of available funds that we may invest in the Fund or other co-investment ventures. We currently intend to develop and acquire properties through our new fund business and co-investment ventures, and we may also make investments in other entities at our discretion in the future. However, there can be no assurance that our efforts to grow the Fund or these other joint ventures will be successful, that we will be able to form further co-investment ventures on the timeline expected, or at all, that we will successfully attract third-party investments or that additional investments in the Fund or other co-investment ventures to develop or acquire properties in the future will be successful, or that the Fund, the joint venture relationships or other such anticipated fund business or other co-investment ventures will improve our consolidated financial position or results of operations. Further, there can be no assurance that we are able to realize value from our existing or future investments. The Fund or other co-investment ventures are expected to involve additional risks, including compliance risks and additional regulatory risks, that we would not otherwise face, including the risks inherent in owning, operating and managing one or more funds and co-investment ventures, risks related to our ability to negotiate third-party investments, such as valuation, operational limitations, management fee structures and other incentive fees, on terms that are beneficial to us, and the inherent conflicts that may exist in allocating investment opportunities effectively between us, the Fund, joint ventures and such other future co-investment ventures. In addition, we may have primary responsibility for managing co-investment ventures which may require significant attention of management and increase the complexity of our operations. In addition, the same factors that may impact the valuation of our existing portfolio, as otherwise discussed in this Annual Report on Form 10-K, may also impact the portfolios to be held by the Fund or co-investment ventures and could result in other than temporary impairment of our investment and a reduction in fee revenues, if any. Our fund business and co-investment ventures may be subject to some, or all of the risks more fully described in "We may engage in development, speculative development, or expansion projects or invest in new asset classes, which would subject us to additional risks that could negatively impact our operations." Such risks may adversely impact the Fund or our other co-investment ventures' financial position or results of operation. 12 12 12 Table of Contents Table of Contents --- ## Modified: We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business. **Key changes:** - Reworded sentence: "We, like all businesses, are subject to cyberattacks and security incidents, which threaten the confidentiality, integrity and availability of our systems and information resources." **Prior (2025):** We, like all businesses, are subject to cyber-attacks and security incidents, which threaten the confidentiality, integrity, and availability of our systems and information resources. Cyber-attacks are malicious cyber activity and a security incident is a successful cyber-attack that has the potential to expose sensitive data, internal systems, or otherwise disrupt business operations. Those attacks and incidents may be due to intentional or unintentional acts by employees, contractors or third-parties, who seek to gain unauthorized access to our or our service providers' systems to disrupt operations, corrupt data, or steal confidential information through malware, computer viruses, ransomware, social engineering (e.g., phishing attachments to e-mails) or other vectors. The risk of a cybersecurity breach or operational disruption, particularly through a cyber incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, particularly as remote working has become more common. Our information technology ("IT") networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our clients. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption (such as the implementation of systems and/or vendors that provide constant monitoring of our IT networks and related systems for cyber-attacks and incidents); however, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. While we maintain some of our own critical IT networks and related systems, we depend on third-parties to provide important software, technologies, tools and a broad array of services and functions, such as payroll, human resources, electronic communications, data storage, and certain finance and treasury functions, among others. In the ordinary course of our business, we collect, process, transmit and store sensitive data, within our own systems and utilize those of third-party providers, including intellectual property, our proprietary business information and that of our clients, suppliers, business partners and investors, as well as personally identifiable information. Our measures to prevent, detect and mitigate these threats may not be successful in preventing a security incident or data breach or limiting the effects of such a breach. This is particularly so because attack methodologies change frequently or are not recognized until launched, and we also may be unable to investigate or remediate incidents 19 19 19 Table of Contents Table of Contents because attackers are increasingly using techniques and tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. Our clients, joint venture partners, investors or other third parties with whom we do business may themselves become subject to cyberattacks or security incidents, over which we may have no control, and which could have an indirect adverse impact on them, us or our business relationship. The primary risks that could directly result from the occurrence of a cyber attack or security incident include operational interruption, damage to our relationship with our clients, reputational damage, and private data exposure. We could be required to expend significant capital and other resources to address an attack or incident, which may not be covered or fully covered by our insurance and which may involve payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement, or other services, in addition to any remedies or relief that may result from legal proceedings. Our financial results may be negatively impacted by any such attacks and incidents or any resulting negative media attention. Further, while we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events. **Current (2026):** We, like all businesses, are subject to cyberattacks and security incidents, which threaten the confidentiality, integrity and availability of our systems and information resources. Cyberattacks are malicious cyber activity and a security incident is a successful cyberattack that has the potential to expose sensitive data, internal systems or otherwise disrupt business operations. Those cyberattacks and security incidents may be due to intentional or unintentional acts by employees, contractors or third parties, who seek to gain unauthorized access to our or our service providers' systems to disrupt operations, corrupt data or steal confidential information through malware, computer viruses, ransomware, social engineering (e.g., phishing attachments to e-mails) or other vectors. The risk of a cybersecurity breach or operational disruption, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks (including through the use of artificial intelligence) and intrusions from around the world have increased, particularly as remote working has become more common. Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our clients. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. While we maintain some of our own critical IT networks and related systems, we depend on third parties to provide important software, technologies, tools and a broad array of services and functions, such as payroll, human resources, electronic communications, data storage and certain finance and treasury functions, among others. In the ordinary course of our business, we collect, process, transmit and store sensitive data within our own systems and utilize those of third-party providers, including intellectual property, our proprietary business information and that of our clients, suppliers, business partners and investors as well as personally identifiable information. 22 22 22 Table of Contents Table of Contents Our measures to prevent, detect and mitigate these threats may not be successful in preventing a security incident or data breach or limiting the effects of such a breach. This is particularly so because cyberattack methodologies change frequently or are not recognized until launched, and we also may be unable to investigate or remediate incidents because attackers are increasingly using techniques and tools designed to circumvent controls, to avoid detection and to remove or obfuscate forensic evidence. Our clients, joint venture partners, investors or other third parties with whom we do business may, themselves, become subject to cyberattacks or security incident which we may have no control, and which could have an indirect adverse impact on them, us or our business relationship. The primary risks that could directly result from the occurrence of a cyberattack or security incident include operational interruption, damage to our relationship with our clients, reputational damage and private data exposure. We could be required to expend significant capital and other resources to address an attack or incident, which may not be covered or fully covered by our insurance, and which may involve payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement or other services, in addition to any remedies or relief that may result from legal proceedings. Our financial results may be negatively impacted by any such cyberattacks and security incidents or any resulting negative media attention. Although we carry cyber liability insurance, such insurance may not be adequate to cover all losses related to such events. Further, we also rely on innovation in our IT and our use of or inability to adopt and deliver new technological capabilities and enhancements in line with strategic objectives, including artificial intelligence and machine learning, may put us at a competitive disadvantage (including delayed implementation and utilization that causes us to lag behind our competitors); cause us to miss opportunities to innovate or achieve efficiencies; or adversely impact our business, reputation, results of operations, and financial condition. The use of emerging technologies, including artificial intelligence, entails risks including risks relating to the possibility of intellectual property infringement or misappropriation; data privacy; potential for inaccuracy; bias; new or enhanced governmental or regulatory scrutiny, requirements, litigation, or other liability; ethical concerns; negative perceptions as to automation and artificial intelligence; cybersecurity concerns; or other complications or liabilities that could adversely affect our business, reputation, results of operations, or financial results. --- ## Modified: Real estate ownership is subject to particular conditions that may have a negative impact on our revenue. **Key changes:** - Reworded sentence: "Additional real estate ownership risks include: •Adverse changes in general or local economic conditions; •Changes in supply of, or demand for, similar or competing properties; •Changes in interest rates and operating expenses (including energy costs, shortages and rationing); •Competition within an industry and for our clients; •Market rents fluctuations; •Inability to re-lease properties upon termination of existing leases; •Flat leases, leases with above-market rental rates or renewal of leases at lower rental rates; •Inability to collect rental revenue from our clients due to financial hardship, including bankruptcy; •Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate or that may limit or restrict our ability to pass certain management, repair, property, insurance, tax or other costs to our clients; •Uninsured property liability; •Property damage or casualty losses, including physical or weather-related damage to properties; •Expenditures for capital improvements, including requirements to bring properties into compliance with applicable U.S." **Prior (2025):** We are subject to all of the inherent risks associated with the ownership of real estate. We face the risk that rental revenue from our properties may be insufficient to cover all corporate operating expenses, debt service payments on indebtedness we incur, and distributions on our capital stock. Additional real estate ownership risks include: •Adverse changes in general or local economic conditions; •Changes in supply of, or demand for, similar or competing properties; •Changes in interest rates and operating expenses (including energy costs, shortages and rationing); •Competition within an industry and for our clients; 11 11 11 Table of Contents Table of Contents •Changes in market rents; •Inability to lease properties upon termination of existing leases; •Flat leases, leases with below market rental rates or renewal of leases at lower rental rates; •Inability to collect rental revenue from our clients due to financial hardship, including bankruptcy; •Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate; •Uninsured property liability; •Property damage or casualty losses; •Unexpected expenditures for capital improvements, including requirements to bring properties into compliance with applicable federal, state and local laws; •The need to periodically renovate and repair our properties; •Risks assumed as manager for development or redevelopment projects; •Physical or weather-related damage to properties; •The potential risk of functional obsolescence of properties over time; •Acts of terrorism and war; •Changes in consumer behaviors, preferences or demographics; •The impacts of extreme weather events or climate change and the varying local, state, and federal regulatory landscape impacting properties to address the impacts of climate change; and •Acts of God and other factors beyond the control of our management. **Current (2026):** We are subject to all of the inherent risks associated with the ownership of real estate. We face the risk that rental revenue from our properties may be insufficient to cover all corporate operating expenses, debt service payments on indebtedness we incur, and distributions on our capital stock. Additional real estate ownership risks include: •Adverse changes in general or local economic conditions; •Changes in supply of, or demand for, similar or competing properties; •Changes in interest rates and operating expenses (including energy costs, shortages and rationing); •Competition within an industry and for our clients; •Market rents fluctuations; •Inability to re-lease properties upon termination of existing leases; •Flat leases, leases with above-market rental rates or renewal of leases at lower rental rates; •Inability to collect rental revenue from our clients due to financial hardship, including bankruptcy; •Changes in tax, real estate, zoning and environmental laws that may have an adverse impact upon the value of real estate or that may limit or restrict our ability to pass certain management, repair, property, insurance, tax or other costs to our clients; •Uninsured property liability; •Property damage or casualty losses, including physical or weather-related damage to properties; •Expenditures for capital improvements, including requirements to bring properties into compliance with applicable U.S. and non-U.S. federal, state and local laws and regulations such as the Americans with Disabilities Act of 1990, state and local fire and safety regulations, and building performance standards (such as, for example, energy, water, and waste efficiency); •The need to periodically renovate and repair our properties including capital expenditures, any of which may be unanticipated or result from changing regulations or building performance standards; •Risks assumed as manager or financier for development or redevelopment projects; •The potential risk of functional obsolescence of properties over time; 10 10 10 Table of Contents Table of Contents •The impacts of extreme weather events or climate change and the varying local, state and federal regulatory landscape impacting properties to address the impacts of climate change; and •Acts of God, terrorism or war, and other factors beyond the control of our management. --- ## Modified: Credit Agency Ratings **Key changes:** - Reworded sentence: "The borrowing interest rates under our revolving credit facilities are based upon our ratings assigned by credit rating agencies." - Reworded sentence: "Moreover, a rating is not a recommendation to buy, sell or hold our debt securities or common stock." **Prior (2025):** The borrowing interest rates under our revolving credit facility are based upon our ratings assigned by credit rating agencies. As of December 31, 2024, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Moody's Investors Service has assigned a rating of A3 with a "stable" outlook and Standard & Poor's Ratings Group has assigned a rating of A- with a "stable" outlook. In addition, we were assigned the following ratings on our commercial paper at December 31, 2024: Moody's Investors Service has assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2. Based on our credit agency ratings as of December 31, 2024, interest rates under our credit facility for U.S. borrowings would have been at the SOFR, plus 0.725% with a SOFR adjustment charge of 0.10% and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.95% over SOFR, for British Pound Sterling ("GBP") borrowings, at the SONIA, plus 0.725% with a SONIA adjustment charge of 0.0326% and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.8826% over SONIA, and for Euro ("EUR") borrowings at one-month EURIBOR, plus 0.725%, and a revolving credit facility fee of 0.125%, for all-in drawn pricing of 0.85% over one-month EURIBOR. In addition, our credit facility provides that the interest rates can range between: (i) SOFR/SONIA/EURIBOR, plus 1.40% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) SOFR/SONIA/EURIBOR, plus 0.70% if our credit rating is A/A2 or higher. In addition, our credit facility provides for a facility commitment fee based on our credit ratings, which ranges from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher. We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions. If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities, or common stock. **Current (2026):** The borrowing interest rates under our revolving credit facilities are based upon our ratings assigned by credit rating agencies. As of December 31, 2025, we were assigned the following investment grade corporate credit ratings on our senior unsecured notes and bonds: Moody's Investors Service has assigned a rating of A3 with a "stable" outlook and Standard & Poor's Ratings Group has assigned a rating of A- with a "stable" outlook. In addition, we were assigned the following ratings on our commercial paper as of December 31, 2025: Moody's Investors Service has assigned a rating of P-2 and Standard & Poor's Ratings Group has assigned a rating of A-2. Based on our credit rating agency ratings as of December 31, 2025, our credit facilities provide for (i) USD borrowings at Secured Overnight Financing Rate ("SOFR") plus 0.725% and (ii) British Pound Sterling ("GBP") borrowings at the Sterling Overnight Indexed Average ("SONIA") plus 0.725%, and (iii) EURO ("EUR") borrowings at a benchmark rate selected in accordance with the credit agreement. A revolving credit facility commitment fee of 0.125% is payable on the total commitment amount. The credit agreement also provides flexibility to elect different interest rate tenors or daily rate options for each currency tranche. In addition, our credit facilities provide that the interest rates can range between: (i) SOFR/SONIA/Euro Interbank Offered Rate ("EURIBOR"), plus 1.40% if our credit rating is lower than BBB-/Baa3 or our senior unsecured debt is unrated and (ii) SOFR/SONIA/EURIBOR, plus 0.70% if our credit rating is A/A2 or higher. In addition, our credit facilities provide for a facility commitment fee based on our credit ratings, which ranges from: (i) 0.30% for a rating lower than BBB-/Baa3 or unrated, and (ii) 0.10% for a credit rating of A/A2 or higher. We also issue senior debt securities from time to time and our credit ratings can impact the interest rates charged in those transactions. If our credit ratings or ratings outlook change, our cost to obtain debt financing could increase or decrease. The credit ratings assigned to us could change based upon, among other things, our results of operations and financial condition. These ratings are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that our ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. Moreover, a rating is not a recommendation to buy, sell or hold our debt securities or common stock. 35 35 35 Table of Contents Table of Contents --- ## Modified: Preferred Stock Dividends **Key changes:** - Reworded sentence: "The decrease in preferred stock dividends of $7.8 million for the year ended December 31, 2025 as compared to the same period in 2024 is due to the issuance of Realty Income Series A Preferred Stock during the year ended December 31, 2024 in connection with the Merger." **Prior (2025):** The increase in preferred stock dividends of $7.8 million for the year ended December 31, 2024 as compared with the same period in 2023 is due to the issuance of Realty Income Series A Preferred Stock in connection with the Merger. **Current (2026):** The decrease in preferred stock dividends of $7.8 million for the year ended December 31, 2025 as compared to the same period in 2024 is due to the issuance of Realty Income Series A Preferred Stock during the year ended December 31, 2024 in connection with the Merger. In September 2024, we redeemed all 6.9 million of Realty Income Series A Preferred Stock outstanding. --- ## Modified: Impact of Current Macroeconomic Conditions **Key changes:** - Reworded sentence: "We monitor developments related to macroeconomic factors that could have an adverse impact on our business and our clients." **Prior (2025):** We continue to monitor developments related to macroeconomic factors that could have an adverse impact on our business and our clients. Our clients face additional challenges, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, such as with respect to labor costs. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted. **Current (2026):** We monitor developments related to macroeconomic factors that could have an adverse impact on our business and our clients. Our clients face challenges that may differ from or be additional to challenges we face, including potential changes in consumer confidence levels, behavior and spending and increased operational expenses, including potential impacts from changes in global trade policies. The extent of the future effects on our business, results of operations, cash flows, and growth strategies is highly uncertain and will ultimately depend on future developments, none of which can be predicted. --- ## Modified: Foreign Currency Exchange Rates **Key changes:** - Reworded sentence: "50 50 50 Table of Contents Table of Contents Item 8: Financial Statements and Supplementary Data Table of Contents A.Reports of Independent Registered Public Accounting FirmB.Consolidated Balance Sheets, December 31, 2025 and December 31, 2024C.Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2025, 2024, and 2023D.Consolidated Statements of Equity, Years ended December 31, 2025, 2024, and 2023E.Consolidated Statements of Cash Flows, Years ended December 31, 2025, 2024, and 2023F.Notes to Consolidated Financial StatementsG.Schedule III - Real Estate and Accumulated Depreciation Schedules not filed: All schedules, other than that indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes." **Prior (2025):** 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. 45 45 45 Table of Contents Table of Contents Item 8: Financial Statements and Supplementary Data Table of Contents A.Reports of Independent Registered Public Accounting FirmB.Consolidated Balance Sheets, December 31, 2024 and December 31, 2023C.Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2024, 2023, and 2022D.Consolidated Statements of Equity, Years ended December 31, 2024, 2023, and 2022E.Consolidated Statements of Cash Flows, Years ended December 31, 2024, 2023, and 2022F.Notes to Consolidated Financial StatementsG.Schedule III Real Estate and Accumulated Depreciation Schedules not filed: All schedules, other than that indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes. Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets, December 31, 2024 and December 31, 2023 Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2024, 2023, and 2022 Consolidated Statements of Equity, Years ended December 31, 2024, 2023, and 2022 Consolidated Statements of Cash Flows, Years ended December 31, 2024, 2023, and 2022 Notes to Consolidated Financial Statements Schedule III Real Estate and Accumulated Depreciation 46 46 46 Table of Contents Table of Contents **Current (2026):** 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. 50 50 50 Table of Contents Table of Contents Item 8: Financial Statements and Supplementary Data Table of Contents A.Reports of Independent Registered Public Accounting FirmB.Consolidated Balance Sheets, December 31, 2025 and December 31, 2024C.Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2025, 2024, and 2023D.Consolidated Statements of Equity, Years ended December 31, 2025, 2024, and 2023E.Consolidated Statements of Cash Flows, Years ended December 31, 2025, 2024, and 2023F.Notes to Consolidated Financial StatementsG.Schedule III - Real Estate and Accumulated Depreciation Schedules not filed: All schedules, other than that indicated in the Table of Contents, have been omitted as the required information is either not material, inapplicable or the information is presented in the financial statements or related notes. Reports of Independent Registered Public Accounting Firm Consolidated Balance Sheets, December 31, 2025 and December 31, 2024 Consolidated Statements of Income and Comprehensive Income, Years ended December 31, 2025, 2024, and 2023 Consolidated Statements of Equity, Years ended December 31, 2025, 2024, and 2023 Consolidated Statements of Cash Flows, Years ended December 31, 2025, 2024, and 2023 Notes to Consolidated Financial Statements Schedule III - Real Estate and Accumulated Depreciation 51 51 51 Table of Contents Table of Contents --- ## Modified: We are subject to risks associated with debt and preferred stock financing. **Key changes:** - Reworded sentence: "We have incurred significant indebtedness, including borrowings under our $4.0 billion unsecured credit facilities, our term loans and our $3.0 billion commercial paper programs." - Reworded sentence: "Commercial paper borrowings are short-term obligations and the interest rate on newly issued commercial paper varies according to market conditions at the time of issuance." - Reworded sentence: "However, it is possible that such indebtedness may be insufficient or may be on unacceptable terms requiring us to use non-local currency indebtedness." - Reworded sentence: "Our credit agreements, mortgages and other debt documents could limit or, in certain cases, prohibit the payment of dividends and other distributions to holders of our common stock and any outstanding preferred stock." **Prior (2025):** We intend to incur additional indebtedness in the future, including borrowings under our $4.25 billion unsecured revolving credit facility and our $3.0 billion commercial paper programs. Our revolving credit facility grants us the option, subject to obtaining lender commitments and other customary conditions, to expand the borrowing limits thereunder to up to $5.25 billion. Our term loan agreement (the "2023 term loan agreement") governs our 2023 term loans, pursuant to which we have borrowed an aggregate of approximately $1.0 billion in multicurrency borrowings. The 2023 term loan agreement also permits us to incur 9 9 9 Table of Contents Table of Contents additional term loans, up to an aggregate of $1.5 billion in total borrowings, pursuant to an accordion expansion feature, which is subject to obtaining lender commitments and other customary conditions. The term loans pursuant to our 2023 term loan agreement mature in January 2026. At December 31, 2024, we also had a total of $22.9 billion of outstanding unsecured senior debt securities (excluding unamortized net original issuance premiums, deferred financing costs and basis adjustments on interest rate swaps designated as fair value hedges), including approximately $5.0 billion denominated in Sterling (of which $1.1 billion is related to our privately placed Sterling notes), $1.1 billion denominated in Euro thereunder, and approximately $81.3 million of outstanding mortgage debt (excluding unamortized net discounts and deferred financing costs). In connection with the consummation of the closing of the merger (the "Merger") with Spirit on January 23, 2024, we effectively assumed Spirit's existing term loans with various lenders. Specifically, on January 22, 2024, we entered into an amended and restated term loan agreement, pursuant to which we borrowed $800 million in aggregate total borrowings, $300 million of which matures on August 22, 2025 and $500 million of which matures on August 20, 2027 (the "$800 million term loan agreement"), and an amended and restated term loan agreement pursuant to which we borrowed $500 million in aggregate total borrowings which matures on June 16, 2025. The $800 million term loan agreement and the $500 million term loan agreement became effective upon the closing of the Merger on January 23, 2024. Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted Secured Overnight Financing Rate ("SOFR") for US Dollar-denominated loans, adjusted Sterling Overnight Indexed Average ("SONIA") for Sterling-denominated loans, and Euro Interbank Offered Rate ("EURIBOR") for Euro-denominated loans. In conjunction with closing, we executed one-year variable-to-fixed interest rate swaps which fix our per annum interest rate at 5.0% over the initial term. In addition, as a result of the Merger, all outstanding secured indebtedness, liabilities, and other indebtedness of Spirit and its subsidiaries, including $2.75 billion of additional senior unsecured notes that were originally issued by Spirit Realty Capital, L.P., substantially all of which were exchanged for senior unsecured notes issued by us, became indebtedness and liabilities of ours or our subsidiaries, as the case may be, which substantially increased the total secured indebtedness and the total liabilities and other indebtedness of us and our subsidiaries. Pursuant to our unsecured commercial paper programs we may offer and sell up to $3.0 billion of commercial paper at any time. We use our revolving credit facility as a liquidity backstop for the repayment of notes issued under the commercial paper programs. Specifically, we maintain unused borrowing capacity under our revolving credit facility equal to the aggregate principal amount of borrowings outstanding under our commercial paper programs from time to time. We may in the future enter into amendments and restatements of our revolving credit facility and term loan facilities, or enter into new revolving credit facilities or term loan facilities, and any such amended, restated or replacement revolving credit facilities or term loan facilities may increase the amounts we are entitled to borrow, subject to customary conditions, compared to our current revolving credit facility and term loan facilities, or we may incur other indebtedness. We may also in the future increase the size of our commercial paper programs or establish new commercial paper programs. We expect that we will continue to use our current and any new revolving credit facilities we may enter into (in each case as the same may be expanded, amended or restated, if applicable, from time to time), as a liquidity backstop for the repayment of notes issued under our current or any new commercial paper programs that we may maintain from time to time. To the extent that new indebtedness is added to our current debt levels, the related risks that we now face would increase. As a result, we are and will be subject to risks associated with debt financing, including the risk that our cash flow could be insufficient to make required payments on our debt or to pay dividends on our common stock. We also face variable interest rate risk as the interest rates on our revolving credit facility, term loan facilities, and commercial paper programs are variable (subject to our interest rate swaps on our term loan facilities, in effect from time to time), and the interest rates on any credit facilities and term loan facilities we may enter into in the future may be variable, and could therefore increase over time. In addition, commercial paper borrowings are short-term obligations and the interest rate on newly issued commercial paper varies according to market conditions at the time of issuance. Similarly, some of the indebtedness to which we have become subject to subsequent to the Merger may also bear interest at variable rates. In addition, while we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in borrowing and currency rates, we may not realize the anticipated benefits from these arrangements or they may be insufficient to mitigate our exposure. We also face the risk that we may be unable to refinance or repay our debt as it comes due. Given past disruptions in the financial markets and ongoing global financial uncertainties, we also face the risk that one or more of the participants in our revolving credit facility may be unwilling or unable to lend us money. We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations. However, it is possible that such indebtedness may be insufficient or may 10 10 10 Table of Contents Table of Contents be on unacceptable terms requiring us to use non-local currency indebtedness. In such event, we may be subject to foreign exchange rate volatility. While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure. Our revolving credit facility, our term loan facilities, and our mortgage loan documents contain provisions that could limit or, in certain cases, prohibit the payment of dividends and other distributions to holders of our common stock and any outstanding preferred stock. The credit agreements governing our revolving credit facility and term loan facilities provide that, if an event of default (as defined in the credit agreements, as applicable) exists, we may not pay any dividends or make other distributions on (except distributions payable in shares of a given class of our stock to the stockholders of that class), or repurchase or redeem, among other things, any shares of our common stock or any outstanding preferred stock, during any period of four consecutive fiscal quarters in an aggregate amount in excess of the greater of (i) the sum of 95% of our adjusted funds from operations (as defined in the credit agreements, as applicable) for that period plus the aggregate amount of cash distributions made to holders of our outstanding preferred stock for that period, and (ii) the minimum amount of cash distributions required to be made to our stockholders in order to maintain our status as a REIT for federal income tax purposes and to avoid the payment of income or excise taxes that would otherwise be imposed under specified sections of the Code on income we do not distribute to our stockholders, except we may repurchase or redeem shares of our outstanding preferred stock, if any, with net proceeds from the issuance of shares of our common stock or preferred stock. The credit agreements each provide that, in the event of a failure to pay principal, interest, or any other amount payable thereunder when due or upon the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to us or with respect to one or more of our subsidiaries that in the aggregate meet a significance test set forth in the credit agreements, we and our subsidiaries (other than our wholly-owned subsidiaries) may not pay dividends or make other distributions on (except for (a) distributions payable in shares of a given class of our stock to the stockholders of that class and (b) dividends and distributions described in (ii) above), or repurchase or redeem, among other things, any shares of our common stock or preferred stock. If any such event of default under the applicable credit agreements (or under any other credit agreement or debt instrument with similar terms that we may in the future enter into or be subject to) were to occur, it would likely have a material adverse effect on the market price of our outstanding common stock and any outstanding preferred stock and on the market value of our debt securities which could limit the amount of dividends or other distributions payable to holders of our common stock and any outstanding preferred stock or the amount of interest and principal we are able to pay on our indebtedness, or prevent us from paying those dividends, other distributions, interest or principal altogether, and may adversely affect our ability to qualify, or prevent us from qualifying, as a REIT. Our indebtedness could also have other important consequences to holders of our common stock, outstanding preferred stock, and our debt securities, including: increasing our vulnerability to general adverse economic and industry conditions; limiting our ability to obtain additional financing to fund future working capital, acquisitions, capital expenditures and other general corporate requirements; requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures, and general corporate requirements; limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and putting us at a disadvantage compared to our competitors with less indebtedness. If we default under a credit facility, loan agreement, or other debt instrument, the lenders will generally have the right to demand immediate repayment of the principal and interest on all of their loans and, in the case of secured indebtedness, to exercise their rights to seize and sell the collateral. Moreover, a default under a single loan or debt instrument may trigger cross-default or cross-acceleration provisions in other indebtedness and debt instruments, giving the holders of such other indebtedness and debt instruments similar rights to demand immediate repayment and to seize and sell any collateral. **Current (2026):** We have incurred significant indebtedness, including borrowings under our $4.0 billion unsecured credit facilities, our term loans and our $3.0 billion commercial paper programs. As of December 31, 2025, we have borrowed an aggregate of approximately $1.7 billion in multicurrency borrowings under our term loans. As of December 31, 2025, we also had a total of $25.3 billion of outstanding unsecured senior debt securities (excluding unamortized net original issuance premiums, deferred financing costs and basis adjustments on interest rate swaps designated as fair value hedges), including approximately $5.4 billion denominated in Sterling (of which $1.2 billion is related to our privately placed Sterling notes), $2.8 billion denominated in Euro thereunder, and approximately $37.9 million of outstanding mortgage debt (excluding unamortized net discounts and deferred financing costs). We intend to incur additional indebtedness in the future which may be pursuant to accordion expansion features of our revolving credit and term loan facilities, the Fund, mergers, acquisitions, joint ventures, partnerships and other structures or arrangements. We also may in the future increase the size of our commercial paper programs or establish new commercial paper programs. We expect that we will continue to use our current and any new revolving credit facilities we may enter into (in each case as the same may be expanded, amended or restated, if applicable, from time to time), as a liquidity backstop for the repayment of notes issued under our current or any new commercial paper programs. We may in the future amend and restate current indebtedness or incur or assume other indebtedness for us, the Fund, and other co-investments which may increase the amounts we are entitled to borrow and amounts owned. To the extent new indebtedness is added to our current debt levels, the related risks that we now face would increase. As a result, we are and will be subject to risks associated with debt financing, including the risk that our cash flow could be insufficient to make required payments on our debt or to pay dividends on our common stock. We also face variable interest rate risk as the interest rates on our revolving credit facility, term loan facilities, and commercial paper programs are variable (subject to our interest rate swaps on our term loan facilities, in effect from time to time), and the interest rates on any credit facilities and term loan facilities we may enter into in the future may be variable, and could therefore increase over time. Commercial paper borrowings are short-term obligations and the interest rate on newly issued commercial paper varies according to market conditions at the time of issuance. While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in borrowing and currency rates, we may not realize the anticipated benefits from these arrangements or they may be insufficient to fully mitigate our exposure. We also face the risk that we may be unable to refinance or repay our debt as it comes due. Given past disruptions in the financial markets and ongoing global financial uncertainties, we also face the risk that one or more of the participants in our revolving credit facility may be unwilling or unable to lend us money. We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations. However, it is possible that such indebtedness may be insufficient or may be on unacceptable terms requiring us to use non-local currency indebtedness. In such event, we may be subject to foreign exchange rate volatility. While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements or these arrangements may be insufficient to mitigate our exposure. Our credit agreements, mortgages and other debt documents could limit or, in certain cases, prohibit the payment of dividends and other distributions to holders of our common stock and any outstanding preferred stock. For example, the credit agreements governing our revolving credit facility and term loans generally provide that, if an event of default exists, we may not pay any dividends or make other distributions on, or repurchase or redeem, among other things, any shares of our common stock or any outstanding preferred stock. If such an event of default were to occur (including under any other credit agreement or debt instrument with similar terms that we may, in the future, enter into or be subject to), it would likely have a material adverse effect on the market price of our outstanding common stock and any outstanding preferred stock and on the market value of our debt securities which could limit 20 20 20 Table of Contents Table of Contents the amount of dividends or other distributions payable to holders of our common stock and any outstanding preferred stock or the amount of interest and principal we are able to pay on our indebtedness, or prevent us from paying those dividends, other distributions, interest or principal altogether, and may adversely affect our ability to qualify, or prevent us from qualifying, as a REIT. Our indebtedness could also have other important consequences to holders of our common stock, outstanding preferred stock, and our debt securities, including: increasing our vulnerability to general adverse economic and industry conditions; limiting our ability to obtain additional financing to fund future working capital, acquisitions, capital expenditures and other general corporate requirements; requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements; limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and putting us at a disadvantage compared to our competitors with less indebtedness. If we default under a credit facility, loan agreement or other debt instrument, the lenders will generally have the right to demand immediate repayment of the principal and interest on all of their loans and, in the case of secured indebtedness, to exercise their rights to seize and sell the collateral. Moreover, a default under a single loan or debt instrument may trigger cross-default or cross-acceleration provisions in other indebtedness and debt instruments, giving the holders of such other indebtedness and debt instruments similar rights to demand immediate repayment and to seize and sell any collateral. --- ## Modified: Fair Value - asset (liability) **Key changes:** - Reworded sentence: "as of Interest rate swaps (4) Cross-currency swaps - Fair Value Cross-currency swaps - Net Investment Foreign currency forwards Currency exchange swaps (1)This column represents the number of instruments outstanding as of December 31, 2025." - Reworded sentence: "84 84 84 Table of Contents Table of Contents The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation adjustments in other comprehensive income (in thousands): Years ended December 31,Derivatives in Cash Flow Hedging Relationships202520242023Interest rate swaps $(15,627)$(5,575)$(11,171)Foreign currency forwards (17,973)6,546 $(13,349)Interest rate swaptions (1,955)1,471 $1,858 Total derivatives in cash flow hedging relationships$(35,555)$2,442 $(22,662)Derivatives in Fair Value Hedging RelationshipsCross-currency swaps - Fair Value$10,404 $(5,224)$(14,602)Total derivatives in fair value hedging relationships$10,404 $(5,224)$(14,602)Total unrealized loss on derivatives, net$(25,151)$(2,782)$(37,264)Derivatives and Non-derivatives in Net Investment Hedging RelationshipsCross-currency swaps - Net Investment$(30,390)$13,569 $(4,272)Foreign currency debt(9,369)2,315 $ - Total unrealized (loss) gain recorded in foreign currency translation adjustment$(39,759)$15,884 $(4,272) The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands): Years ended December 31,Derivatives in Cash Flow Hedging RelationshipsLocation of (Decrease) Increase Recognized in Income202520242023Interest rate swapsInterest$10,053 $31,385 $15,794 Foreign currency forwardsForeign currency and derivative (loss) gain, net(12,542)3,831 4,251 Interest rate swaptionsInterest296 (13)(6,859)Total derivatives in cash flow hedging relationships$(2,193)$35,203 $13,186 Derivatives in Fair Value Hedging RelationshipsCross-currency swaps - Fair ValueForeign currency and derivative (loss) gain, net$(404)$1,806 $1,415 Total derivatives in fair value hedging relationships$(404)$1,806 $1,415 Derivatives in Net Investment Hedging RelationshipsCross-currency swaps - Net Investment (excluded component)Foreign currency and derivative (loss) gain, net$1,873 $3,444 $62 Total derivatives in net investment hedging relationships$1,873 $3,444 $62 Net (decrease) increase to net income $(724)$40,453 $14,663" **Prior (2025):** as of Interest rate swaps (4) Interest rate swaptions (5) Cross-currency swaps - Fair Value Cross-currency swaps - Net Investment Currency exchange swaps (1)This column represents the number of instruments outstanding as of December 31, 2024. (2)Weighted average strike rate is calculated using the notional value as of December 31, 2024. (3)This column represents maturity dates for instruments outstanding as of December 31, 2024. (4)During the year ended December 31, 2024, we entered into five variable-to-fixed interest rate swaps when we extended the maturity of the 2023 term loans and designated them as cash flow hedges. We also designated five other variable-to-fixed interest rate swaps we acquired from Spirit as cash flow hedges to mitigate the interest rate risk associated with the term loans we assumed in conjunction with the Merger. The acquisition date fair value of these acquired derivatives was $35.1 million in total and will be reclassified from AOCI to interest expense over the remaining life of the term loans. (5)There were six interest swaptions equal to $1.0 billion in notional entered into in March 2023, of which $800.0 million was terminated in January 2024 in connection with a senior unsecured note issuance. A total termination premium of $3.4 million we received was deferred in other comprehensive income and will be recognized in interest expense over the 10-year tenor of the notes due 2034. We discontinued cash flow hedge accounting for the remaining swaption of the $200.0 million notional in December 2024 because the forecasted transaction did not occur. (6)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.681%. (7)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.716%. (8)Weighted average forward GBP-USD exchange rate of 1.29. (9)Weighted average exchange rates of 0.83 for EUR-GBP and 1.27 for GBP-USD. (9) We measure our derivatives at fair value and include the balances within 'Other assets, net' and 'Accounts payable and accrued expenses' on our consolidated balance sheets. We have agreements with each of our derivative counterparties containing provisions under which we could be declared in default on our derivative obligations if repayment of our indebtedness is accelerated by the lender due to our default. 78 78 78 Table of Contents Table of Contents The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation adjustments in other comprehensive income (in thousands): Years ended December 31,Derivatives in Cash Flow Hedging Relationships202420232022Cross-currency swaps$ - $ - $(5,091)Interest rate swaps(5,575)(11,171)98,310 Foreign currency forwards 6,546 (13,349)8,540 Interest rate swaptions1,471 1,858 - Total derivatives in cash flow hedging relationships$2,442 $(22,663)$101,759 Derivatives in Fair Value Hedging RelationshipsCross-currency swaps - Fair Value$(5,224)$(14,602)$(4,705)Total derivatives in fair value hedging relationships$(5,224)$(14,602)$(4,705)Total unrealized (loss) gain on derivatives, net$(2,782)$(37,265)$97,054 Derivatives and Non-derivatives in Net Investment Hedging RelationshipsCross-currency swaps - Net Investment$13,569 $(4,272)$ - Foreign currency debt2,315 - - Total unrealized gain (loss) recorded in foreign currency translation adjustment$15,884 $(4,272)$ - The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands): Years ended December 31,Derivatives in Cash Flow Hedging RelationshipsLocation of Gain Recognized in Income202420232022Cross-currency swapsForeign currency and derivative gain (loss), net$ - $ - $30,814 Interest rate swapsInterest31,385 15,794 (4,487)Foreign currency forwardsForeign currency and derivative gain (loss), net3,831 4,251 2,139 Interest rate swaptionsInterest(13)(6,859) - Total derivatives in cash flow hedging relationships$35,203 $13,186 $28,466 Derivatives in Fair Value Hedging RelationshipsCross-currency swaps - Fair ValueForeign currency and derivative gain (loss), net$1,806 $1,415 $(29,708)Total derivatives in fair value hedging relationships$1,806 $1,415 $(29,708)Derivatives in Net Investment Hedging RelationshipsCross-currency swaps - Net Investment (excluded component)Foreign currency and derivative gain (loss), net$3,444 $62 $ - Total derivatives in net investment hedging relationships$3,444 $62 $ - Net increase (decrease) to net income $40,453 $14,663 $(1,242) **Current (2026):** as of Interest rate swaps (4) Cross-currency swaps - Fair Value Cross-currency swaps - Net Investment Foreign currency forwards Currency exchange swaps (1)This column represents the number of instruments outstanding as of December 31, 2025. (2)Weighted average strike rate is calculated using the notional value as of December 31, 2025. (3)This column represents maturity dates for instruments outstanding as of December 31, 2025. (4)During the year ended December 31, 2025, we entered into five variable-to-fixed interest rate swaps in connection with our GBP-denominated term loan maturing in 2028 and designated these derivatives as cash flow hedges of the underlying interest rate risk. In addition, five other variable-to-fixed interest rate swaps, which were assumed in connection with the Merger, continue to be designated as cash flow hedges of the related assumed term loans . (5)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.520%. (6)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.716%. (7)Weighted average forward GBP-USD exchange rate of 1.32. (8) Weighted average exchange rates of 0.88 for EUR-GBP and 1.32 for GBP-USD. (8) 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. 84 84 84 Table of Contents Table of Contents The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation adjustments in other comprehensive income (in thousands): Years ended December 31,Derivatives in Cash Flow Hedging Relationships202520242023Interest rate swaps $(15,627)$(5,575)$(11,171)Foreign currency forwards (17,973)6,546 $(13,349)Interest rate swaptions (1,955)1,471 $1,858 Total derivatives in cash flow hedging relationships$(35,555)$2,442 $(22,662)Derivatives in Fair Value Hedging RelationshipsCross-currency swaps - Fair Value$10,404 $(5,224)$(14,602)Total derivatives in fair value hedging relationships$10,404 $(5,224)$(14,602)Total unrealized loss on derivatives, net$(25,151)$(2,782)$(37,264)Derivatives and Non-derivatives in Net Investment Hedging RelationshipsCross-currency swaps - Net Investment$(30,390)$13,569 $(4,272)Foreign currency debt(9,369)2,315 $ - Total unrealized (loss) gain recorded in foreign currency translation adjustment$(39,759)$15,884 $(4,272) The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands): Years ended December 31,Derivatives in Cash Flow Hedging RelationshipsLocation of (Decrease) Increase Recognized in Income202520242023Interest rate swapsInterest$10,053 $31,385 $15,794 Foreign currency forwardsForeign currency and derivative (loss) gain, net(12,542)3,831 4,251 Interest rate swaptionsInterest296 (13)(6,859)Total derivatives in cash flow hedging relationships$(2,193)$35,203 $13,186 Derivatives in Fair Value Hedging RelationshipsCross-currency swaps - Fair ValueForeign currency and derivative (loss) gain, net$(404)$1,806 $1,415 Total derivatives in fair value hedging relationships$(404)$1,806 $1,415 Derivatives in Net Investment Hedging RelationshipsCross-currency swaps - Net Investment (excluded component)Foreign currency and derivative (loss) gain, net$1,873 $3,444 $62 Total derivatives in net investment hedging relationships$1,873 $3,444 $62 Net (decrease) increase to net income $(724)$40,453 $14,663 --- ## Modified: Distribution requirements imposed by law limit our flexibility. **Key changes:** - Reworded sentence: "In addition, we are subject to a 4% nondeductible excise tax to the extent that we fail to distribute during any calendar year at least the sum of 85% of our ordinary income for that calendar year, 95% of our capital gain net income for that calendar year and any amount of that income that was not distributed in prior years." - Reworded sentence: "Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of required debt amortization payments, could require us to borrow funds, sell assets or raise equity, even if the then-prevailing market conditions are not favorable for such transactions, in order to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT." **Prior (2025):** To maintain our status as a REIT for federal income tax purposes, we generally are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gains, each year. We also are subject to tax at regular corporate rates to the extent that we distribute less than 100% of our taxable income (including net capital gains) each year. In addition, we are subject to a 4% nondeductible excise tax to the extent that we fail to distribute during any calendar year at least the sum of 85% of our ordinary income for that calendar year, 95% of our capital gain net income for the calendar year, and any amount of that income that was not distributed in prior years. We intend to continue to make distributions to our stockholders to comply with the distribution requirements of the Code as well as to reduce our exposure to federal income taxes and the nondeductible excise tax. Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of required debt amortization payments, could require us to borrow funds to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. **Current (2026):** To maintain our status as a REIT for federal income tax purposes, we generally are required to distribute to our stockholders at least 90% of our taxable income, excluding net capital gains, each year. We also are subject to tax at regular corporate rates to the extent that we distribute less than 100% of our taxable income (including net capital gains) each year. In addition, we are subject to a 4% nondeductible excise tax to the extent that we fail to distribute during any calendar year at least the sum of 85% of our ordinary income for that calendar year, 95% of our capital gain net income for that calendar year and any amount of that income that was not distributed in prior years. We intend to continue to make distributions to our stockholders to comply with the distribution requirements of the Code as well as to reduce our exposure to federal income taxes and the nondeductible excise tax. Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of required debt amortization payments, could require us to borrow funds, sell assets or raise equity, even if the then-prevailing market conditions are not favorable for such transactions, in order to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. If our cash flows are not sufficient to cover our REIT distribution requirements, it could adversely impact our ability to raise short- and long-term debt, sell assets or offer equity securities in order to fund the distributions required to maintain our qualification and taxation as a REIT. Furthermore, the REIT distribution requirements may increase the financing we need to fund capital expenditures, future growth and expansion initiatives, which would increase our total leverage. In addition, if we fail to comply with certain asset tests at the end of any calendar quarter, we must generally correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification. As a result, we may be required to liquidate otherwise attractive investments. These actions may reduce our income and amounts available for distribution to our stockholders. --- ## Modified: Negative market conditions, global economic and political uncertainties or adverse events affecting our existing or potential clients or the industries in which they operate, could have an adverse impact on our ability to attract new clients, re-lease space, collect rent or renew leases, which could adversely affect our cash flow from operations, our ability to maintain or increase our current dividend levels and inhibit growth. **Key changes:** - Reworded sentence: "Cash flow from operations and our ability to maintain or increase our current dividend levels depends in part on our ability to lease space to our clients on economically favorable terms and to collect rent from our clients on a timely basis." - Reworded sentence: "Leases that are renewed and new leases for properties that are re-leased, or leases that we assume as part of portfolio acquisitions or strategic mergers and acquisitions can have terms that are less economically favorable than expiring terms or leases that we negotiate directly, may require us to incur significant costs such as renovations, or lease transaction costs." - Reworded sentence: "Downturns in any of the industries in which our clients operate as well as high interest rates, inflation and the imposition of tariffs, could adversely affect our clients, which in turn could also have a material adverse effect on our financial position, results of operations and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions on our common stock and any outstanding preferred stock." - Reworded sentence: "Furthermore, we have made and may continue to make investments that fall outside of our historical focus on acquiring freestanding, single-tenant, net lease retail properties located in the U.S." - Reworded sentence: "These risks may include limited experience in managing certain types of new properties, engaging in new types of revenue-generating activities, new types of real estate locations and lease structures (including with respect to multi-tenant properties or other leases structures that are not net lease), new co-investment ventures, and the laws and culture of non-U.S." **Prior (2025):** Cash flow from operations depends in part on our ability to lease space to our clients on economically favorable terms and to collect rent from our clients on a timely basis. We could be adversely affected by various facts and events over which we have limited or no control, such as: •Lack of demand in areas where our properties are located; •Inability to retain existing clients and attract new clients; •Oversupply of space and changes in market rental rates; •Declines in our clients' creditworthiness and ability to pay rent, which may be affected by their operations (including as a result from changes in consumer behaviors or preferences impacting our clients' operations), economic downturns and competition within their industries from other operators; •Defaults by and bankruptcies of clients, failure of clients to pay rent on a timely basis, or failure of our clients to comply with their contractual obligations; •Changes in laws, rules or regulations that negatively impact us, our clients or our properties; •General economic, political and financial market conditions; •Epidemics, pandemics or outbreaks of illness, disease or virus that affect countries or regions in which our clients and their parent companies operate or in which our properties or corporate headquarters are located; •Changes in consumer behaviors (e.g., decrease in discretionary consumer spending), preferences or demographics impacting our clients' operations; •Supply chain disruptions; •Economic or physical decline of the areas where the properties are located; and •Deterioration of physical condition of our properties. If clients do not renew their leases as they expire, we may not be able to rent or sell the properties. Leases that are renewed and new leases for properties that are re-leased, or leases that we assume as part of portfolio acquisitions or strategic mergers and acquisitions can have terms that are less economically favorable than expiring lease terms or leases that we negotiate directly, may require us to incur significant costs such as renovations improvements, or lease transaction costs. Negative market conditions may cause us to sell properties for less than their carrying value, which could result in impairments. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to our stockholders and service our indebtedness. A significant portion of the costs of owning property, such as real estate taxes, insurance and maintenance, are not necessarily reduced when circumstances cause a decrease in rental revenue from the properties. In a weakened financial condition, our clients may not be able to pay these costs of ownership and we may be unable to recover these operating expenses from them. At any time, any of our clients may experience a downturn in its business that may weaken its operating results or overall financial condition. As a result, a client may delay lease commencement, fail to make rental payments when due, decline to extend a lease upon its expiration, fail to maintain the property or otherwise pay its required expenses under the terms of the lease, become insolvent or declare bankruptcy. Any client bankruptcy or insolvency, leasing delay or failure to make rental payments when due could result in the termination of our client's lease and material losses to us. Further, the occurrence of a client bankruptcy or insolvency could diminish or eliminate the income we receive from our client's lease or leases. A bankruptcy court could authorize a client to terminate one or more of its leases with us. If that happens, our claim against the bankrupt client for unpaid future rent would be subject to statutory limitations that most likely would result in payments that would be substantially less than the remaining rent we are owed under the leases (it is also possible that we may not receive any unpaid 7 7 7 Table of Contents Table of Contents future rent under terminated leases) or we may elect not to pursue claims against a client for terminated leases. Claims we have for unpaid past rent, if any, may not be paid in full, or at all. Client bankruptcies affecting a given property may also adversely impact our ability to quickly re-lease that property at favorable terms, or at all. Moreover, if a client's leases are not terminated as the result of its bankruptcy, we may be required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts we receive under those leases. As a result, client bankruptcies may have a material adverse effect on our results of operations and financial condition. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to stockholders and service our indebtedness. Downturns in any of the industries in which our clients operate could adversely affect our clients, which in turn could also have a material adverse effect on our financial position, results of operations and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions on our common stock and any outstanding preferred stock. In addition, some of our properties are leased to clients that may have limited financial and other resources and, therefore, they are more likely to be adversely affected by a downturn in their respective businesses or in the regional, national or international economy. Furthermore, we have made and may continue to make investments that fall outside of our historical focus on acquiring freestanding, single-client, net-lease retail properties located in the U.S. As a result, we are exposed to a variety of new risks by expanding into new investments, co-investment ventures, development, industries, property types, revenue-generating activities and/or new jurisdictions outside the U.S. These risks may include limited experience in managing certain types of new properties, engaging in new types of revenue-generating activities, new types of real estate locations and lease structures, new co-investment ventures, and the laws and culture of non-U.S. jurisdictions. **Current (2026):** Cash flow from operations and our ability to maintain or increase our current dividend levels depends in part on our ability to lease space to our clients on economically favorable terms and to collect rent from our clients on a timely basis. We may be adversely affected by various facts and events over which we have limited or no control, such as: •Lack of demand in areas where our properties are located; •Inability to retain existing clients and attract new clients; •Oversupply of space and changes in market rental rates; •Declines in our clients' creditworthiness and ability to pay rent, which may be affected by their operations (including as a result from changes in consumer behaviors or preferences impacting our clients' operations), economic downturns and competition within their industries from other operators; •Defaults by and bankruptcies of clients, failure of clients to pay rent on a timely basis, or failure of our clients to comply with their contractual obligations; •Changes in laws, rules or regulations that negatively impact us, our clients or our properties; •Global economic (e.g., inflation, fluctuations in interest rates or foreign exchange rates, economic downturns or recessions), political and financial market conditions including as a result of geopolitical tensions and instability; 18 18 18 Table of Contents Table of Contents •Trade disputes, supply chain disruptions, the possibility of changes to international trade agreements, tariffs and other regulatory actions; •Epidemics or pandemics that affect regions in which our clients operate in; •Changes in consumer behaviors (e.g., decrease in discretionary consumer spending), preferences or demographics impacting our clients' operations; •Economic or physical decline of the areas where the properties are located; and •Deterioration of physical condition of our properties. If clients do not renew their leases as they expire, we may not be able to rent or sell the properties. Leases that are renewed and new leases for properties that are re-leased, or leases that we assume as part of portfolio acquisitions or strategic mergers and acquisitions can have terms that are less economically favorable than expiring terms or leases that we negotiate directly, may require us to incur significant costs such as renovations, or lease transaction costs. Negative market conditions may cause us to sell properties for less than their carrying value, which could result in impairments. Any of these events could adversely affect our cash flow from operations and our ability to make distributions to our stockholders and service our indebtedness. A significant portion of the costs of owning property, such as real estate taxes, insurance and maintenance, are not necessarily reduced when circumstances cause a decrease in rental revenue from the properties. In a weakened financial condition, our clients may not be able to pay these costs of ownership and we may be unable to recover these operating expenses from them. Downturns in any of the industries in which our clients operate as well as high interest rates, inflation and the imposition of tariffs, could adversely affect our clients, which in turn could also have a material adverse effect on our financial position, results of operations and our ability to pay the principal of and interest on our debt securities and other indebtedness and to make distributions on our common stock and any outstanding preferred stock. In addition, some of our properties are leased to clients that may have limited financial and other resources and, therefore, they are more likely to be adversely affected by a downturn in their respective businesses or in the regional, national or international economy. Furthermore, we have made and may continue to make investments that fall outside of our historical focus on acquiring freestanding, single-tenant, net lease retail properties located in the U.S. As a result, we are exposed to a variety of new risks by expanding into new investments, co-investment ventures, development, industries, property types, revenue-generating activities and/or new jurisdictions outside the U.S. These risks may include limited experience in managing certain types of new properties, engaging in new types of revenue-generating activities, new types of real estate locations and lease structures (including with respect to multi-tenant properties or other leases structures that are not net lease), new co-investment ventures, and the laws and culture of non-U.S. jurisdictions. --- ## Modified: Allocation of the Purchase Price of Real Estate Acquisitions **Key changes:** - Reworded sentence: "When acquiring a property for investment purposes, we allocate the cost of real estate acquired, inclusive of transaction costs, to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their relative estimated fair values." - Reworded sentence: "41 41 41 Table of Contents Table of Contents" **Prior (2025):** Management must make significant assumptions in determining the fair value of assets acquired and liabilities assumed. We evaluate whether or not substantially all of the value of acquired assets is concentrated in a single identifiable asset or group of identifiable assets to determine whether a transaction is accounted for as an asset acquisition or a business combination. A majority of our acquisitions qualify as asset acquisitions and the transaction costs associated with those acquisitions are capitalized. However, for transactions that qualify as business combinations, such as the Merger, we expense the transaction costs and categorize them as merger, transaction, and other costs, net in our consolidated statements of income and comprehensive income. For business combinations, we recognize the amount of any purchase consideration that exceeds the fair value of all identified assets acquired and liabilities assumed as goodwill and may record measurement period adjustments within one year of the acquisition date as permitted under ASC 805, Business Combinations (for more details see note 2, Merger with Spirit Realty Capital, Inc. to our consolidated financial statements contained in this annual report). For asset acquisitions, we allocate the cost of real estate acquired, inclusive of transaction costs, to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their relative estimated fair values. For business combinations, all assets acquired and liabilities assumed are recorded at fair value. The difference between the purchase consideration and the aggregated fair value is recognized as goodwill or a gain on bargain purchase. Intangible assets and liabilities consist of above-market or below-market lease value and the value of in-place leases, as applicable. Additionally, above-market rents on leases acquired through sale-leaseback transactions under which we are a lessor are accounted for as financing receivables amortizing over the lease term, while below-market rents on leases under which we are a lessor are accounted for as prepaid rent. In an acquisition of multiple properties, we must also allocate the purchase price among the properties. The allocation of the purchase price is based on our assessment of estimated fair value of the land, building and improvements, and identified intangible assets and liabilities and is often based upon the various characteristics of the market where the property is located. In addition, any assumed mortgages are recorded at their estimated fair values. The estimated fair values of our mortgages payable have been calculated by discounting the future cash flows using applicable interest rates that have been adjusted for factors, such as industry type, client investment grade, maturity date, and comparable borrowings for similar assets. The use of different assumptions in the allocation of the purchase price of the acquired properties and liabilities assumed could affect the timing of recognition of the related revenue and expenses. 36 36 36 Table of Contents Table of Contents **Current (2026):** Management must make significant assumptions in determining the fair value of assets acquired and liabilities assumed. When acquiring a property for investment purposes, we allocate the cost of real estate acquired, inclusive of transaction costs, to: (1) land, (2) building and improvements, and (3) identified intangible assets and liabilities, based in each case on their relative estimated fair values. Intangible assets and liabilities consist of above-market or below-market lease value and the value of in-place leases, as applicable. Additionally, above-market rents on leases acquired through sale-leaseback transactions under which we are a lessor are accounted for as financing receivables amortizing over the lease term, while below-market rents on leases under which we are a lessor are accounted for as prepaid rent. In an acquisition of multiple properties, we must also allocate the purchase price among the properties. The allocation of the purchase price is based on our assessment of estimated fair value of the land, building and improvements, and identified intangible assets and liabilities and is often based upon the various characteristics of the market where the property is located. In addition, any assumed mortgages are recorded at their estimated fair values. The estimated fair values of our mortgages payable have been calculated by discounting the future cash flows using applicable interest rates that have been adjusted for factors, such as industry type, client investment grade, maturity date, and comparable borrowings for similar assets. The use of different assumptions in the allocation of the purchase price of the acquired properties and liabilities assumed could affect the timing of recognition of the related revenue and expenses. 41 41 41 Table of Contents Table of Contents --- ## Modified: Cybersecurity Governance **Key changes:** - Reworded sentence: "The Board of Directors considers cybersecurity risk as part of its risk oversight function, and the Audit Committee of our Board of Directors oversees Realty Income's cybersecurity and other information technology risk exposures and the steps taken by management to monitor and control such exposures." - Reworded sentence: "In addition, management updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential." - Reworded sentence: "25 25 25 Table of Contents Table of Contents Item 3: Legal Proceedings Information regarding legal proceedings is included in note 22, Commitments and Contingencies, to the consolidated financial statements." - Reworded sentence: "26 26 26 Table of Contents Table of Contents PART II Item 5: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities" **Prior (2025):** The Board of Directors considers cybersecurity risk as part of its risk oversight function, and the Audit Committee of our Board oversees Realty Income's cybersecurity and other information technology risk exposures and the steps taken by management to monitor and control such exposures. Our cybersecurity risk profile and cybersecurity program status are reported to the Audit Committee on a quarterly basis. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity, and the full Board also receives briefings from management on our cybersecurity risk management program, as appropriate. Our management team, including the Cybersecurity Risk Committee chaired by our Head of IT and comprised of executive leaders across the Company, provides oversight, direction and guidance related to the cybersecurity risk management decisions and is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team has extensive experience implementing and operating cybersecurity technologies, policies, and procedures throughout various industries and includes a Certified Information Systems Security Professional with ISC2. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. Item 2: Properties Information pertaining to our properties can be found under Item 1. Item 3: Legal Proceedings Information regarding legal proceedings is included in note 21, Commitments and Contingencies, to the consolidated financial statements. Item 4: Mine Safety Disclosures None. PART II Item 5: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities **Current (2026):** The Board of Directors considers cybersecurity risk as part of its risk oversight function, and the Audit Committee of our Board of Directors oversees Realty Income's cybersecurity and other information technology risk exposures and the steps taken by management to monitor and control such exposures. Our cybersecurity risk profile and cybersecurity program status are reported to the Audit Committee on a quarterly basis. In addition, management updates the Audit Committee, as necessary, regarding any significant cybersecurity incidents, as well as any incidents with lesser impact potential. The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity, and the full Board of Directors also receives briefings from management on our cybersecurity risk management program, as appropriate. Our Senior Vice President of Information Technology is primarily responsible for assessing and managing our material risks from cybersecurity threats, including our overall cybersecurity risk management program, and supervises both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our Senior Vice President of Information Technology has served in IT roles for the Company since 2007, and has led the department since 2020. He has over 20 years of experience implementing and operating cybersecurity technologies, policies, and procedures throughout various industries. Our Senior Vice President of Information Technology works closely with our management team to keep them informed about and to monitor the Company's efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which may include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment. Item 2: Properties Information pertaining to our properties can be found under Item 1. 25 25 25 Table of Contents Table of Contents Item 3: Legal Proceedings Information regarding legal proceedings is included in note 22, Commitments and Contingencies, to the consolidated financial statements. Item 4: Mine Safety Disclosures None. 26 26 26 Table of Contents Table of Contents PART II Item 5: Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities --- ## Modified: Real estate investments are illiquid. We may not be able to acquire or dispose of properties when desired or on favorable terms. **Key changes:** - Reworded sentence: "Real estate investments are illiquid." - Added sentence: "Additionally, we have engaged, and expect to continue to engage, in the disposition of properties prior to the maturity date of the related leases or following lease expiration or termination, to help manage and optimize our portfolio and liquidity." - Added sentence: "No assurances can be given that we will successfully execute these dispositions on favorable terms, or at all, and we may sell a property for less than what we paid, which could result in losses and adversely affect our financial condition and results of operations." **Prior (2025):** Real estate investments are relatively illiquid. Our ability to quickly buy, sell or exchange any of our properties, or to contribute our properties to co-investment, including in response to changes in economic and other conditions will be limited and U.S. and non-U.S. tax and regulatory regimes and authorities - competition from other owners of properties that are trying to dispose of their properties, availability of capital, economic and market conditions and other factors beyond our control, may impose or have the effect of restricting or limiting our ability to sell or contribute properties. No assurances can be given that we will recognize full value, at a price and at terms that are acceptable to us, for any property that we are required to sell or contribute for liquidity reasons. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. **Current (2026):** Real estate investments are illiquid. Our ability to quickly buy, sell or exchange any of our properties, or to contribute our properties to co-investments, including in response to changes in economic and other conditions, will be limited due to U.S. and non-U.S. tax and regulatory regimes and authorities, competition from other owners of properties that are trying to dispose of their properties and the availability of capital, resourcing, structure for how an investment is acquired or disposed, and/or economic and market conditions. Other factors beyond our control, may impose or have the effect of restricting or limiting our ability to sell or contribute properties. For example, our properties and/or properties we may seek to acquire may be subject to put or call rights, rights of first refusal or offer, and other similar agreements which may limit or hinder our ability to buy, sell or exchange a property. No assurances can be given that we will recognize full value, at a price and terms acceptable to us, for any property we sell or contribute. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations. Additionally, we have engaged, and expect to continue to engage, in the disposition of properties prior to the maturity date of the related leases or following lease expiration or termination, to help manage and optimize our portfolio and liquidity. No assurances can be given that we will successfully execute these dispositions on favorable terms, or at all, and we may sell a property for less than what we paid, which could result in losses and adversely affect our financial condition and results of operations. --- ## Modified: Rental Revenue (excluding reimbursements) **Key changes:** - Reworded sentence: "The table below summarizes the increase in rental revenue (excluding reimbursements) in the years ended December 31, 2025 and 2024 (dollars in thousands): Years ended December 31,Number of Properties20252024ChangeProperties acquired during 2025 & 2024746$329,648 $69,434 $260,214 Same store rental revenue (1)14,3454,551,915 4,494,957 56,958 Constant currency adjustment (2)N/A(16,493)(37,794)21,301 Properties sold during and prior to 202574536,267 100,920 (64,653)Straight-line rent and other non-cash adjustmentsN/A(1,677)1,683 (3,360)Vacant rents, development and other (3)420138,560 138,906 (346)Other excluded revenue (4)N/A58,714 19,601 39,113 Less: Spirit rental revenue (5)N/A - (47,047)47,047 Total$5,096,934 $4,740,660 $356,274 Properties acquired during 2025 & 2024 Same store rental revenue (1) Constant currency adjustment (2) Properties sold during and prior to 2025 Vacant rents, development and other (3) Other excluded revenue (4) Less: Spirit rental revenue (5) (1)The same store rental revenue percentage increased by 1.3% for the year ended December 31, 2025 as compared to the same period in 2024." - Reworded sentence: "Of the 17,204 in-place leases in the portfolio, 13,860, or 80.6%, were under leases that provide for increases in rents through: base rent increases tied to inflation (typically subject to ceilings), percentage rent based on a percentage of the clients' gross sales, fixed increases, or a combination of two or more of the aforementioned rent provisions." - Reworded sentence: "As of December 31, 2025, our portfolio of 15,511 properties was 98.9% leased with 173 properties available for lease or sale, as compared to 98.7% leased with 205 properties available for lease as of December 31, 2024." - Removed sentence: "32 32 32 Table of Contents Table of Contents" **Prior (2025):** The table below summarizes the increase in rental revenue (excluding reimbursable) in the years ended December 31, 2024 and 2023 (dollars in millions): Number of PropertiesYears ended December 31,20242023ChangeProperties acquired during 2024 & 20233,777$1,278.6 $273.8 $1,004.8 Same store rental revenue (1)11,4793,319.1 3,302.4 16.7 Constant currency adjustment (2)N/A15.2 - 15.2 Properties sold during and prior to 202443419.2 47.9 (28.7)Straight-line rent and other non-cash adjustmentsN/A(1.7)(34.2)32.5 Vacant rents, development and other (3)36590.6 91.3 (0.7)Other excluded revenue (4)N/A19.6 2.8 16.8 Total$4,740.6 $3,684.0 $1,056.6 Properties acquired during 2024 & 2023 Same store rental revenue (1) Constant currency adjustment (2) Properties sold during and prior to 2024 Vacant rents, development and other (3) Other excluded revenue (4) (1)The same store rental revenue percentage increased by 0.5% for the year ended December 31, 2024 as compared with the same period in 2023. (2)For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of December 31, 2024. None of the properties in France, Germany, Ireland, or Portugal met our same store pool definition for the periods presented. In addition, the same store pool excludes properties assumed on January 23, 2024 as a result of the Merger. (3)Relates to the aggregate of (i) rental revenue from 315 properties that were available for lease during part of 2024 or 2023 for the year ended December 31, 2024, and (ii) rental revenue for 50 properties under development or completed developments that do not meet our same store pool definition for the year ended December 31, 2024. (4)"Other excluded revenue" primarily consists of reimbursements for tenant improvements and rental revenue that is not contractual base rent such as lease termination settlements. For purposes of determining the same store rent property pool, we include all properties that were owned for the entire year-to-date period, for both the current and prior year, except for properties during the current or prior year that; (i) were vacant at any time, (ii) were under development or redevelopment, or (iii) were involved in eminent domain and rent was reduced. Each of the exclusions from the same store pool are separately addressed within the applicable sentences above, explaining the changes in rental revenue for the period. Of the 16,694 in-place leases in the portfolio, 13,734, or 82.3%, were under leases that provide for increases in rents through: base rent increases tied to inflation (typically subject to ceilings), percentage rent based on a percentage of the clients' gross sales, fixed increases, or a combination of two or more of the aforementioned rent provisions. Rent based on a percentage of our clients' gross sales, or percentage rent, was $16.0 million and $14.8 million for the years ended December 31, 2024 and 2023, respectively. Percentage rent represents less than 1% of rental revenue. At December 31, 2024, our portfolio of 15,621 properties was 98.7% leased with 205 properties available for lease or sale, as compared to 98.6% leased with 193 properties available for lease at December 31, 2023. It has been our experience that approximately 1% to 4% of our property portfolio will be available for lease at any given time; however, it is possible that the number of properties available for lease or sale could increase in the future, given the nature of economic cycles and other unforeseen global events. 32 32 32 Table of Contents Table of Contents **Current (2026):** The table below summarizes the increase in rental revenue (excluding reimbursements) in the years ended December 31, 2025 and 2024 (dollars in thousands): Years ended December 31,Number of Properties20252024ChangeProperties acquired during 2025 & 2024746$329,648 $69,434 $260,214 Same store rental revenue (1)14,3454,551,915 4,494,957 56,958 Constant currency adjustment (2)N/A(16,493)(37,794)21,301 Properties sold during and prior to 202574536,267 100,920 (64,653)Straight-line rent and other non-cash adjustmentsN/A(1,677)1,683 (3,360)Vacant rents, development and other (3)420138,560 138,906 (346)Other excluded revenue (4)N/A58,714 19,601 39,113 Less: Spirit rental revenue (5)N/A - (47,047)47,047 Total$5,096,934 $4,740,660 $356,274 Properties acquired during 2025 & 2024 Same store rental revenue (1) Constant currency adjustment (2) Properties sold during and prior to 2025 Vacant rents, development and other (3) Other excluded revenue (4) Less: Spirit rental revenue (5) (1)The same store rental revenue percentage increased by 1.3% for the year ended December 31, 2025 as compared to the same period in 2024. (2)For purposes of comparability, same store rental revenue is presented on a constant currency basis using the exchange rate as of December 31, 2025. (3)Relates to the aggregate of (i) rental revenue from 294 properties that were available for lease during part of 2025 or 2024 for the year ended December 31, 2025, respectively and (ii) rental revenue for 126 properties under development or completed developments that do not meet our same store pool definition for the years ended December 31, 2025, respectively. (4)"Other excluded revenue" primarily consists of reimbursements related to lease termination fees and other settlement income. (5)Amounts for the year ended December 31, 2024 represent rental revenue from Spirit Realty Capital, Inc. ("Spirit") properties, which were not included in our financial statements prior to the close of the merger (the "Merger") with Spirit on January 23, 2024. 37 37 37 Table of Contents Table of Contents For purposes of determining the same store rent property pool, we include all properties that were owned for the entire year-to-date period, for both the current and prior year, except for properties during the current or prior year that; (i) were vacant at any time, (ii) were under development or redevelopment, or (iii) were involved in eminent domain and rent was reduced. Each of the exclusions from the same store pool are separately addressed within the applicable sentences above, explaining the changes in rental revenue for the period. Of the 17,204 in-place leases in the portfolio, 13,860, or 80.6%, were under leases that provide for increases in rents through: base rent increases tied to inflation (typically subject to ceilings), percentage rent based on a percentage of the clients' gross sales, fixed increases, or a combination of two or more of the aforementioned rent provisions. Rent based on a percentage of our clients' gross sales, or percentage rent, was $18.2 million and $16.0 million for the years ended December 31, 2025 and 2024, respectively. Percentage rent represents less than 1% of rental revenue. As of December 31, 2025, our portfolio of 15,511 properties was 98.9% leased with 173 properties available for lease or sale, as compared to 98.7% leased with 205 properties available for lease as of December 31, 2024. It has been our experience that approximately 1% to 4% of our property portfolio will be available for lease at any given time; however, it is possible that the number of properties available for lease or sale could increase in the future, given the nature of economic cycles and other unforeseen global events. --- ## Modified: Foreign Currency and Derivative (Loss) Gain, Net **Key changes:** - Reworded sentence: "Foreign currency and derivative (loss) gain, net was a $28.7 million loss for the year ended December 31, 2025, compared to a $3.4 million gain for the same period in 2024, primarily due to the impact of foreign currency fluctuations on our foreign-denominated assets and liabilities, as well as derivative instruments we executed to reduce the effect of these fluctuations." **Prior (2025):** We borrow in the functional currencies of the countries in which we invest. Net foreign currency gain and loss are primarily related to the remeasurement of intercompany debt from foreign subsidiaries and outstanding borrowings denominated in the local currencies we invest in. Derivative gain and loss are primarily related to mark-to-market adjustments on derivatives that do not qualify for hedge accounting and settlement of designated derivatives reclassified from Accumulated Other Comprehensive Income ("AOCI"). Foreign currency and derivative gain (loss), net was a $3.4 million gain for the year ended December 31, 2024 as compared $13.4 million loss with the same period in 2023, primarily due to the impact of foreign currency fluctuations on the remeasurement of intercompany debt. **Current (2026):** We borrow in the functional currencies of the countries in which we invest. Net foreign currency gain and loss are primarily related to the remeasurement of intercompany debt from foreign subsidiaries and outstanding borrowings denominated in the local currencies we invest in. Derivative gain and loss are primarily related to mark-to-market adjustments on derivatives that do not qualify for hedge accounting and settlement of designated derivatives reclassified from Accumulated Other Comprehensive Income ("AOCI"). Foreign currency and derivative (loss) gain, net was a $28.7 million loss for the year ended December 31, 2025, compared to a $3.4 million gain for the same period in 2024, primarily due to the impact of foreign currency fluctuations on our foreign-denominated assets and liabilities, as well as derivative instruments we executed to reduce the effect of these fluctuations. --- ## Modified: December 31, 2024 **Key changes:** - Reworded sentence: "(1)As of December 31, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $8.6 million." - Reworded sentence: "As we do not control this VOE, we account for our investment under the equity method." - Reworded sentence: "During the years ended December 31, 2025, 2024, and 2023, we recognized interest income of $52.7 million, $52.8 million, and $13.0 million, respectively, for 8.1% preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income." - Reworded sentence: "Passport Park Joint Venture In November 2024, we established a joint venture with Trammell Crow Company ("TCC") to develop and operate three industrial facilities in Irving, Texas." - Added sentence: "70 70 70 Table of Contents Table of Contents" **Prior (2025):** A. Passport Park Joint Venture In November 2024, we established a joint venture with Trammell Crow Company ("TCC") to develop and operate three industrial facilities in Irving, Texas. As of December 31, 2024, we have invested $6.2 million, including $5.7 million in cash, in exchange for a 95.0% equity interest in the joint venture, including preferred equity. We have committed to investing an additional $158.0 million to finance the development. We have determined that we are not the primary beneficiary of this VIE because power to direct all activities significantly affecting the joint venture's economic performance is 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 of the VIE can change over the life of the joint venture. Our maximum exposure to loss is limited to our common and preferred equity investments, including the committed development funding. B. Data Center Joint Venture We own an 80.0% equity interest in a joint venture that we formed with Digital Realty Trust, Inc. in November 2023. This joint venture owns and operates two data centers. As we do not control this VOE, we account for it under the equity method. As of December 31, 2024, each partner funded its pro rata share of the remaining estimated development cost for the first phase of the project, which was completed during 2024. C. Bellagio Las Vegas Joint Venture Interests The joint venture we formed with Blackstone Real Estate Income Trust owns a 95.0% equity interest in the real estate of The Bellagio Las Vegas. We made an initial investment in October 2023, including $301.4 million of common equity for an indirect interest of 21.9% in the property and a $650.0 million preferred equity interest. During the years ended December 31, 2024 and 2023, we recognized interest income of $52.8 million and $13.0 million for 8.1% preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income. The unconsolidated entity had total debt outstanding of $3.0 billion as of December 31, 2024, all of which was non-recourse to us with limited customary exceptions. We have determined that this joint venture is a VIE, and we are not the primary beneficiary as we do not have power to direct activities that most significantly impact the joint venture's economic performance. As a holder of preferred interests, we do not receive any additional voting rights, nor do we have conversion and redemption rights. Our maximum exposure to loss associated with this VIE is limited to our common and preferred equity investments. 66 66 66 Table of Contents Table of Contents D. Industrial Partnerships All seven assets held by our industrial partnerships were sold during the year ended December 31, 2022, resulting in the recognition of an other-than-temporary impairment of $8.5 million, which was included in 'Equity in earnings of unconsolidated entities' for the year ended December 31, 2022. During the years ended December 31, 2024 and 2023, equity in earnings was primarily related to the resolution of income tax disputes and resulting distribution of cash the partnership had reserved for possible tax payments. **Current (2026):** (1)As of December 31, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $8.6 million. This basis difference is primarily due to the capitalized interest related to the data center and passport park development joint ventures. (1) As of December 31, 2025, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $8.6 million. This basis difference is primarily due to the capitalized interest related to the data center and passport park development joint ventures. A. Data Center Joint Venture We own an 80.0% equity interest in a joint venture that we formed with Digital Realty Trust, Inc. in November 2023. As we do not control this VOE, we account for our investment under the equity method. This joint venture is expanding the capacity of its two data centers for the existing client, and our pro-rata share of the remaining estimated costs for this second phase of the development was $216.8 million as of December 31, 2025. B. Bellagio Las Vegas Joint Venture Interests The joint venture we formed with Blackstone Real Estate Income Trust ("Blackstone") owns a 95.0% equity interest in the real estate of The Bellagio Las Vegas. We made an initial investment in October 2023, including $301.4 million of common equity for an indirect interest of 21.9% in the property and a $650.0 million preferred equity interest. During the years ended December 31, 2025, 2024, and 2023, we recognized interest income of $52.7 million, $52.8 million, and $13.0 million, respectively, for 8.1% preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income. The unconsolidated entity had total debt outstanding of $3.0 billion as of December 31, 2025, all of which was non-recourse to us with limited customary exceptions. We have determined that this joint venture is a VIE, and we are not the primary beneficiary as we do not have power to direct activities that most significantly impact the joint venture's economic performance. As a holder of preferred interests, we do not receive any additional voting rights, nor do we have conversion and redemption rights. Our maximum exposure to loss associated with this VIE is limited to our common and preferred equity investments. C. Passport Park Joint Venture In November 2024, we established a joint venture with Trammell Crow Company ("TCC") to develop and operate three industrial facilities in Irving, Texas. As of December 31, 2025, we held a 95.0% common equity interest in the joint venture with $39.4 million in preferred equity. We have committed to investing an additional $105.5 million for development of the three industrial facilities. We have determined that we are not the primary beneficiary of this VIE 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. D. Industrial Partnerships All seven assets held by our industrial partnerships were sold during the year ended December 31, 2022. During the years ended December 31, 2024 and 2023, equity in earnings was primarily related to the resolution of income tax disputes and resulting distribution of cash the partnership had reserved for possible tax payments. 70 70 70 Table of Contents Table of Contents --- ## Modified: Initial weighted average cash yield (1) **Key changes:** - Reworded sentence: "(1)The initial weighted average cash yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property." - Reworded sentence: "When the lease does not provide for a fixed rate of return on a property under development or expansion, the initial weighted average cash yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs." - Reworded sentence: "The amounts amortized to expense for all of our in-place leases for the years ended December 31, 2025, 2024, and 2023 were $885.7 million, $870.2 million, and $651.1 million, respectively." - Reworded sentence: "The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the years ended December 31, 2025, 2024, and 2023 were $19.0 million, $34.7 million, and $61.5 million, respectively." **Prior (2025):** Acquisitions - Europe Properties under development (2) Total (3) (1)The initial weighted average cash lease yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of contractual rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial weighted average cash lease yield includes approximately $1.5 million received as settlement credits as reimbursement of free rent periods for the year ended December 31, 2024. In the case of a property under development or expansion, the contractual lease rate is generally fixed such that rent varies based on the actual total investment in order to provide a fixed rate of return. When the lease does not provide for a fixed rate of return on a property under development or expansion, the initial weighted average cash lease yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs. (2)Includes £86.6 million of Sterling-denominated investments and €60.1 million of Euro-denominated investments, converted at the applicable exchange rates on the funding dates. (3)Our clients occupying the new properties are 89.3% retail and 10.7% industrial based on net operating income. Approximately 47% of the net operating income generated from acquisitions during the year ended December 31, 2024 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition. Additionally, in November 2024, we purchased an office property in London for an aggregate purchase price of $161.6 million, which will serve as our U.K. headquarters. The aggregate purchase price, excluding properties under development as of December 31, 2024, has been allocated as follows (in millions): Acquisitions - USDAcquisitions - SterlingAcquisitions - EuroLand$367.0 £279.7 €56.5 Buildings and improvements979.6 412.7 133.8 Lease intangible assets (1)133.7 125.9 14.5 Other assets (2)183.0 1.1 6.6 Lease intangible liabilities (3)(37.8)(12.5)(2.5)Other liabilities (4)(23.1) - (12.9)Total$1,602.4 £806.9 €196.0 Lease intangible assets (1) Other assets (2) Lease intangible liabilities (3) Other liabilities (4) (1)The weighted average amortization period for acquired lease intangible assets is 9.4 years. (2)USD-denominated other assets primarily consist of $159.8 million of financing receivables allocated to sales-leaseback transactions and $23.1 million of right-of-use assets accounted for as finance leases. Sterling-denominated other assets consist entirely of right-of-use assets accounted for as finance leases. Euro-denominated other assets consist entirely of sale-leasebacks accounted for as financing receivables. (3)The weighted average amortization period for acquired lease intangible liabilities is 13.2 years. (4)USD-denominated other liabilities consist entirely of lease liabilities under financing leases. Euro-denominated other liabilities consist entirely of deferred rent on certain below-market leases. The aggregate purchase price of the assets acquired during the year ended December 31, 2024 included contingent consideration obligations related to leasing activities for a multi-tenant property acquired. At December 31, 2024, we had accrued $11.5 million for remaining amounts deemed probable and estimable. The properties acquired during the year ended December 31, 2024 generated total revenue and net income of $72.5 million and $24.3 million, respectively. 64 64 64 Table of Contents Table of Contents B. Investments in Existing Properties During the year ended December 31, 2024, we capitalized costs of $122.9 million on existing properties in our portfolio, consisting of $113.9 million for non-recurring building improvements, $8.6 million for re-leasing costs, and $0.4 million for recurring capital expenditures. In comparison, during the year ended December 31, 2023, we capitalized costs of $59.8 million on existing properties in our portfolio, consisting of $49.6 million for non-recurring building improvements, $9.9 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 the years ended December 31, 2024, 2023, and 2022 were $870.2 million, $651.1 million, and $634.9 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 the years ended December 31, 2024, 2023, and 2022 were $34.7 million, $61.5 million, and $55.6 million, respectively. If a lease was to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be recorded to revenue or expense, as appropriate. The following table presents the estimated impact during the next five years and thereafter related to the amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease intangibles at December 31, 2024 (in thousands): Net increase (decrease) torental revenueIncrease toamortizationexpense2025$(33,129)$781,647 2026(35,661)683,461 2027(36,420)584,504 2028(29,521)494,976 2029(25,537)427,901 Thereafter334,956 1,887,510 Total$174,688 $4,859,999 **Current (2026):** (1)The initial weighted average cash yield for a property is generally computed as estimated contractual first year cash net operating income, which, in the case of a net leased property, is equal to the aggregate cash base rent for the first full year of each lease, divided by the total cost of the property. Since it is possible that a client could default on the payment of base rent (defined as the monthly aggregate cash amount charged to clients, inclusive of monthly base rent receivables), we cannot provide assurance that the actual return on the funds invested will remain at the percentages listed above. Contractual net operating income used in the calculation of initial weighted average cash yield includes approximately $6.5 million received as settlement credits as reimbursement of free rent period for the year ended December 31, 2025. In the case of a property under development or expansion, the contractual lease rate is generally fixed such that rent varies based on the actual total investment in order to provide a fixed rate of return. When the lease does not provide for a fixed rate of return on a property under development or expansion, the initial weighted average cash yield is computed as follows: estimated cash net operating income (determined by the lease) for the first full year of each lease, divided by our projected total investment in the property, including land, construction and capitalized interest costs. (2)Our clients occupying the new properties are 70.4% retail, 29.1% industrial, and 0.5% other property types based on net operating income. Approximately 40% of the net operating income generated from acquisitions during the year ended December 31, 2025 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition. The aggregate purchase price, including properties acquired through takeout financing and reported in properties under development in the table above, was allocated as follows (in millions): Acquisitions - USDAcquisitions - SterlingAcquisitions - EuroLand$220.9 £345.5 €243.2 Buildings and improvements1,001.8 568.4 956.9 Lease intangible assets (1)196.5 147.6 74.3 Other assets (2)48.5 92.8 7.7 Lease intangible liabilities (3)(29.5)(14.8)(15.4)Other liabilities (4)(40.5)(5.1)(15.3)Total$1,397.7 £1,134.4 €1,251.4 Lease intangible assets (1) Other assets (2) Lease intangible liabilities (3) Other liabilities (4) (1)The weighted average amortization period for acquired lease intangible assets is 9.9 years. (2)USD-denominated other assets consists of $33.7 million of right-of-use assets accounted for as finance leases and $14.8 million of financing receivables allocated to sales-leaseback transactions. Sterling-denominated other assets consists of £89.4 million of right-of-use assets accounted for as finance leases and £3.4 million of financing receivables allocated to sales-leaseback transactions. Euro-denominated other assets consists entirely of €7.7 million of right-of-use assets under long-term ground leases. (3)The weighted average amortization period for acquired lease intangible liabilities is 13.3 years. (4)USD-denominated other liabilities consists entirely of $40.5 million of lease liabilities under financing leases. Sterling-denominated other liabilities consists primarily of £2.2 million of lease liabilities under financing leases and £2.0 million of other liabilities. Euro-denominated other liabilities consists primarily of €15.0 million of deferred rent on certain below-market leases. The properties acquired during the year ended December 31, 2025 generated total revenue and net income of $145.1 million and $41.3 million, respectively. 68 68 68 Table of Contents Table of Contents B. Investments in Existing Properties During the year ended December 31, 2025, we capitalized costs of $142.7 million on existing properties in our portfolio, consisting of $132.9 million for building improvements, $9.5 million for re-leasing costs, and $0.3 million for recurring capital expenditures. In comparison, during the year ended December 31, 2024, we capitalized costs of $122.9 million on existing properties in our portfolio, consisting of $113.9 million for building improvements, $8.6 million for re-leasing costs, and $0.4 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 the years ended December 31, 2025, 2024, and 2023 were $885.7 million, $870.2 million, and $651.1 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 the years ended December 31, 2025, 2024, and 2023 were $19.0 million, $34.7 million, and $61.5 million, respectively. The following table presents the estimated impact during the next five years and thereafter related to the amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease intangibles as of December 31, 2025 (in thousands): Net increase (decrease) torental revenueIncrease toamortizationexpense2026$(40,971)$749,582 2027(39,956)636,037 2028(30,879)538,737 2029(26,966)462,262 2030(15,094)388,597 Thereafter340,165 1,632,199 Total$186,299 $4,407,414 --- ## Modified: Market Information **Key changes:** - Reworded sentence: "Our common stock is traded on the NYSE under the ticker symbol "O." Holders There were approximately 12,700 registered holders of record of our common stock as of January 30, 2026." - Removed sentence: "22 22 22 Table of Contents Table of Contents" **Prior (2025):** Our common stock is traded on the New York Stock Exchange ("NYSE") under the ticker symbol "O." Holders There were approximately 13,200 registered holders of record of our common stock as of January 30, 2025. This figure does not reflect the beneficial ownership of shares of our common stock. 22 22 22 Table of Contents Table of Contents **Current (2026):** Our common stock is traded on the NYSE under the ticker symbol "O." Holders There were approximately 12,700 registered holders of record of our common stock as of January 30, 2026. This figure does not reflect the beneficial ownership of shares of our common stock. --- ## Modified: Report of Independent Registered Public Accounting Firm **Key changes:** - Reworded sentence: "To the Stockholders and Board of Directors Realty Income Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements)." - Reworded sentence: "We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting." - Reworded sentence: "Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments." - Reworded sentence: "Assessment of the expected holding period for long-lived assets As discussed in Note 1 to the consolidated financial statements, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances, including shortening the estimated holding periods of such assets, indicate that the carrying amount of these assets may not be recoverable." - Reworded sentence: "San Diego, California February 24, 2026 53 53 53 Table of Contents Table of Contents" **Prior (2025):** To the Stockholders and Board of Directors Realty Income Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2025 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Evaluation of the Fair Value of Acquired Land As discussed in Notes 2 and 4 to the consolidated financial statements, during 2024 the Company acquired $10.1 billion of real estate properties. As discussed in Note 1, the purchase price of a real estate acquisition is typically allocated among the individual components of both tangible and intangible assets and liabilities acquired based on their estimated fair values. We identified the evaluation of the fair value of acquired land as a critical audit matter. Specifically, the measurement of the fair values of land is dependent upon significant assumptions of market land values for which relevant external market data is not always readily available. Subjective auditor judgment was required in evaluating the fair value measurements given the sensitivity of the fair value measurements to changes in these assumptions. 47 47 47 Table of Contents Table of Contents The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company's process to allocate the purchase price of real estate acquisitions. This included controls over the measurement of the fair value of land. For a selection of real estate acquisitions, we involved valuation professionals with specialized skills and knowledge who assisted in evaluating a selection of the Company's acquired land values by comparing them to independently developed ranges using market data from industry transaction databases and published industry reports. /s/ KPMG LLP We have served as the Company's auditor since 1993. San Diego, California February 25, 2025 48 48 48 Table of Contents Table of Contents **Current (2026):** To the Stockholders and Board of Directors Realty Income Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Realty Income Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income and comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2026 expressed an unqualified opinion on the effectiveness of the Company's internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of the expected holding period for long-lived assets As discussed in Note 1 to the consolidated financial statements, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances, including shortening the estimated holding periods of such assets, indicate that the carrying amount of these assets may not be recoverable. The Company's long-lived assets primarily consist of its real estate held for investment and the related lease intangible assets, net of accumulated depreciation and amortization, which were $59.1 billion as of December 31, 2025. We identified the assessment of the Company's impairment analysis for certain long-lived assets as a critical audit matter. Specifically, subjective auditor judgment was required in identifying and assessing the events or changes in circumstances which may indicate a shortening of the estimated holding periods for long-lived assets. Changes in the estimated holding periods could have a significant impact on the recoverability of the long-lived assets. 52 52 52 Table of Contents Table of Contents The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls, which included identification and assessment of events or changes in circumstances that indicate a shortening of the estimated holding period of long-lived assets. We evaluated the Company's estimated holding period by (i) inquiring of the Company's management, including personnel outside of the accounting department, regarding changes to the estimated holding period, (ii) obtaining written representations from management, (iii) reading the minutes of the board of directors of the Company, (iv) analyzing documents prepared by the Company regarding potential long-lived asset disposition transactions, and (v) evaluating events occurring after December 31, 2025. /s/ KPMG LLP We have served as the Company's auditor since 1993. San Diego, California February 24, 2026 53 53 53 Table of Contents Table of Contents --- ## Modified: Realty Income, L.P. units (1) **Key changes:** - Reworded sentence: "Carrying value as of December 31, 2023 Carrying value as of December 31, 2024 Contributions Reallocation of equity (2) Carrying value as of December 31, 2025 (1) 2,681,808 units were outstanding as of both December 31, 2025 and 2024." - Reworded sentence: "As of December 31, 2025, we are considered the primary beneficiary of the U.S." - Removed sentence: "At December 31, 2024, we are considered the primary beneficiary of Realty Income, L.P." - Removed sentence: "For further information, see note" **Prior (2025):** Carrying value at December 31, 2022 Carrying value at December 31, 2023 Contributions Carrying value at December 31, 2024 (1) 2,681,808 units were outstanding as of December 31, 2024 and 1,795,167 units were outstanding as of December 31, 2023 and 2022. (1) In July 2024, a joint venture partner converted their interests in two consolidated property partnerships into 156,621 common partnership units in Realty Income, LP and we recorded the excess over carrying value of $0.8 million as a reduction to common stock and paid in capital. In September 2024, we completed the acquisition of 42 properties by paying cash and by issuing 730,020 common partnership units in Realty Income, LP. At December 31, 2024, we are considered the primary beneficiary of Realty Income, L.P. and other VIEs. For further information, see note 1, Summary of Significant Accounting Policies. At December 31, 2024, we are considered the primary beneficiary of Realty Income, L.P. and other VIEs. For further information, see note **Current (2026):** Carrying value as of December 31, 2023 Carrying value as of December 31, 2024 Contributions Reallocation of equity (2) Carrying value as of December 31, 2025 (1) 2,681,808 units were outstanding as of both December 31, 2025 and 2024. 1,795,167 units were outstanding as of December 31, 2023. (2) Represents the difference between cash received from third-party investors and the resulting change in noncontrolling interests from equity transactions in which we retained control of the Fund. (2) In July 2024, a joint venture partner converted their interests in two consolidated property partnerships into 156,621 common partnership units in Realty Income, LP and we recorded the excess over carrying value of $0.8 million as a reduction to common stock and paid in capital. In September 2024, we completed the acquisition of 42 properties by paying cash and by issuing 730,020 common partnership units in Realty Income, LP. As of December 31, 2025, we are considered the primary beneficiary of the U.S. Private Fund Business, Realty Income, L.P. and other VIEs. For further information, see note 1, Summary of Significant Accounting Policies. --- ## Modified: Equity in Earnings of Unconsolidated Entities **Key changes:** - Reworded sentence: "Equity in earnings of unconsolidated entities increased by $5.5 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily attributable to an increase in earnings in our data center development joint venture, which commenced leasing in 2024." **Prior (2025):** Equity in earnings of unconsolidated entities was $7.8 million for the year ended December 31, 2024, compared to $2.5 million for the year ended December 31, 2023. The increase in equity in earnings of unconsolidated entities is due to an increase in our joint venture investments. **Current (2026):** Equity in earnings of unconsolidated entities increased by $5.5 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily attributable to an increase in earnings in our data center development joint venture, which commenced leasing in 2024. 40 40 40 Table of Contents Table of Contents --- ## Modified: The market value and trading volume of our capital stock and debt securities could be substantially affected by various factors. **Key changes:** - Reworded sentence: "The market value and trading volume of our capital stock and debt securities will depend on many factors, which may change from time to time and may be outside of our control, including: •Interest rates, increases in which may have an adverse effect on the market value of our capital stock and debt securities, inflation and foreign exchange rates; •The market for similar securities issued by other REITs; •General economic, political and financial market conditions; •The financial condition, performance and prospects of us, our clients and our competitors; •Changes in tax, legal and regulatory laws and obligations; •Litigation and regulatory investigations and proceedings; •Changes in credit ratings, financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry; •Tariffs, trade disputes, geopolitical tensions and instability, and other macroeconomic developments; •Changes in our mix of investments and revenue-generating activities over time; •Actual or anticipated variations in quarterly operating results of us and our competitors; and •Failure to achieve the perceived benefits of mergers, acquisitions, co-investment ventures, new verticals, or other revenue-generating activities." **Prior (2025):** The market value of our capital stock and debt securities will depend on many factors, which may change from time to time and may be outside of our control, including: •Prevailing interest rates, increases in which may have an adverse effect on the market value of our capital stock and debt securities; •The market for similar securities issued by other REITs; •General economic, political and financial market conditions; •The financial condition, performance and prospects of us, our clients and our competitors; •Changes in tax, legal and regulatory obligations, including without limitation due to changes in federal, state, or local governing administrations; •Litigation and regulatory proceedings; •Changes in financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry; •Changes in our mix of investments and revenue-generating activities over time; •Changes in our credit ratings; •Actual or anticipated variations in quarterly operating results of us and our competitors; and •Failure to achieve the perceived benefits of our strategic acquisitions and/or engagement in new verticals, investment structures or other revenue-generating activities. Prices of common stock and debt securities in the U.S., trading markets have experienced extreme price fluctuations, and the market values of our common stock and debt securities have also fluctuated significantly during this period. As a result of these and other factors, investors who purchase our capital stock and debt securities may experience a decrease, which could be substantial and rapid, in the market value of our capital stock and debt securities, including decreases unrelated to our operating performance or prospects. 18 18 18 Table of Contents Table of Contents **Current (2026):** The market value and trading volume of our capital stock and debt securities will depend on many factors, which may change from time to time and may be outside of our control, including: •Interest rates, increases in which may have an adverse effect on the market value of our capital stock and debt securities, inflation and foreign exchange rates; •The market for similar securities issued by other REITs; •General economic, political and financial market conditions; •The financial condition, performance and prospects of us, our clients and our competitors; •Changes in tax, legal and regulatory laws and obligations; •Litigation and regulatory investigations and proceedings; •Changes in credit ratings, financial estimates or recommendations by securities analysts with respect to us, our competitors or our industry; •Tariffs, trade disputes, geopolitical tensions and instability, and other macroeconomic developments; •Changes in our mix of investments and revenue-generating activities over time; •Actual or anticipated variations in quarterly operating results of us and our competitors; and •Failure to achieve the perceived benefits of mergers, acquisitions, co-investment ventures, new verticals, or other revenue-generating activities. Common stock and debt securities prices in the U.S. trading markets have experienced extreme price fluctuations, and the market values of our common stock and debt securities have also fluctuated significantly during this period. Current or historical trading volumes and share prices may not be indicative of the future trading volumes and prices. As a result of these and other factors, investors who purchase our capital stock and debt securities may experience a decrease in the market value of our capital stock and debt securities, which could be substantial and rapid, including decreases unrelated to our operating performance or prospects. Further, net lease REITs must be able to deploy capital with agility and consistency, if we cannot access the capital markets upon favorable terms or at all, we may not be able to acquire investments upon favorable terms or at all and may be required to liquidate investments, including investments that have not yet realized maximum return, which could result in adverse tax consequences and/or adversely affect our ability to meet cash flow and other operational needs. Turmoil in the capital markets could lead to decreased consumer confidence and widespread reduction of business activity, adversely impacting our clients and us. 21 21 21 Table of Contents Table of Contents --- ## Modified: Merger, Transaction, and Other Costs, Net **Key changes:** - Reworded sentence: "During the year ended December 31, 2025, we incurred $24.2 million of merger, transaction, and other costs, net consisting primarily of placement fees incurred in fundraising for the Fund." **Prior (2025):** During the year ended December 31, 2024, we incurred $96.3 million of merger, transaction, and other costs, net consisting of $86.7 million of transaction and integration-related costs related to Spirit, which largely consisted of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger, as well as $5.1 million related to the lease termination of a legacy corporate facility, and $4.5 million of organization costs incurred related to our private fund. For the year ended December 31, 2023, we incurred $14.5 million of merger, transaction, and other costs, net, the majority of which was related to the Merger that closed in January 2024. **Current (2026):** During the year ended December 31, 2025, we incurred $24.2 million of merger, transaction, and other costs, net consisting primarily of placement fees incurred in fundraising for the Fund. During the year ended December 31, 2024, we incurred $96.3 million of merger, transaction, and other costs, net consisting primarily of transaction and integration-related costs related to Spirit, $5.1 million related to the lease termination of a legacy corporate facility, and $4.5 million related to the establishment of the Fund. --- ## Modified: Year ended December 31, 2025 **Key changes:** - Reworded sentence: "Properties available for lease as of December 31, 2024 Lease expirations (1) Properties available for lease as of December 31, 2025 (1)Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods indicated above." **Prior (2025):** Properties available for lease at December 31, 2023 Lease expirations (1) Properties available for lease at December 31, 2024 (1)Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods indicated above. During the three months ended December 31, 2024, the new annualized contractual rent on re-leases was $52.5 million, as compared to the previous annual rent of $48.9 million on the same units, representing a rent recapture rate of 107.4% on the units re-leased. During the year ended December 31, 2024, the new annualized contractual rent on re-leases was $184.0 million, as compared to the previous annual rent of $174.2 million on the same units, representing a rent recapture rate of 105.6% on the units re-leased. As part of our re-leasing costs, we pay leasing commissions to unrelated, third-party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients. We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations. **Current (2026):** Properties available for lease as of December 31, 2024 Lease expirations (1) Properties available for lease as of December 31, 2025 (1)Includes scheduled and unscheduled expirations (including leases rejected in bankruptcy), as well as future expirations resolved in the periods indicated above. During the three months ended December 31, 2025, the new annualized base rent on re-leased units was $88.30 million, as compared to the previous annual rent of $84.21 million on the same units, representing a rent recapture rate of 104.9% on the re-leased units. During the year ended December 31, 2025, the new annualized base rent on re-leased units was $301.99 million, as compared to the previous annual rent of $290.61 million on the same units, representing a rent recapture rate of 103.9% on the re-leased units. As part of our re-leasing costs, we pay leasing commissions to unrelated, third-party real estate brokers consistent with the commercial real estate industry standard, and sometimes provide rent concessions to our clients. We do not consider the collective impact of the leasing commissions or rent concessions to our clients to be material to our financial position or results of operations. --- ## Modified: Fixed Rate Debt (4) **Key changes:** - Reworded sentence: "Thereafter Total (1) Fair Value (2) (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." - Reworded sentence: "49 49 49 Table of Contents Table of Contents As of December 31, 2025, our outstanding mortgages payable, notes, and bonds had fixed interest rates." **Prior (2025):** (1) Thereafter Total (2) Fair Value (3) (1)In January 2024, we entered into interest rate swaps on our 2023 term loans, which fixed our per annum interest rate at 4.9% until January 2026. (2)Excludes net premiums and discounts recorded on mortgages payable, net premiums and discounts recorded on notes payable, and deferred financing costs on term loans, mortgages payable, notes payable. (3)We base the estimated fair value of our fixed rate mortgages and private senior notes payable at December 31, 2024, 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 at December 31, 2024, on the indicative market prices and recent trading activity of our senior notes and bonds payable. We believe that the carrying values of the line of credit, commercial paper borrowings, and term loans reasonably approximate their estimated fair values at December 31, 2024. The table above incorporates only those exposures that exist as of December 31, 2024. 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. 44 44 44 Table of Contents Table of Contents At December 31, 2024, our outstanding mortgages payable, notes, and bonds had fixed interest rates. Interest on our credit facility and commercial paper borrowings and term loans is variable. However, the variable interest rate feature on our term loans have been mitigated by interest rate swap agreements. At December 31, 2024, a 1% change in interest rates on our variable-rate debt would change our interest rate costs by $11.3 million. **Current (2026):** Thereafter Total (1) Fair Value (2) (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 fixed rate mortgages and private senior notes payable as of December 31, 2025, 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 as of December 31, 2025, 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, commercial paper borrowings, and term loans reasonably approximate their estimated fair values as of December 31, 2025. (3)Calculated as the weighted average interest rate as of December 31, 2025. 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. The table above incorporates only those exposures that exist as of December 31, 2025. 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. 49 49 49 Table of Contents Table of Contents As of December 31, 2025, 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 our term loans has been mitigated by interest rate swap agreements. As of December 31, 2025, a 1% change in interest rates on our variable-rate debt would change our interest rate costs by $20.2 million. --- ## Modified: We depend on key personnel. **Key changes:** - Reworded sentence: "We depend on the efforts of our executive officers and key employees and the loss of their services could have a material adverse effect on our results of operations or financial condition." **Prior (2025):** We depend on the efforts of our executive officers and key employees. The loss of the services of our executive officers and key employees could have a material adverse effect on our results of operations or financial condition and on our ability to pay the principal and interest on our debt securities and other indebtedness and to make distributions to our stockholders. It is possible that we will not be able to recruit additional personnel with equivalent experience in the net lease industry or retain employees to the same extent as in the past. **Current (2026):** We depend on the efforts of our executive officers and key employees and the loss of their services could have a material adverse effect on our results of operations or financial condition. We may not be able to recruit personnel with the experience of departing personnel or with the experience needed to manage the complexity of our business and it may be difficult to retain employees to the same extent as in the past. --- ## Modified: 10. Mortgages Payable **Key changes:** - Reworded sentence: "During the year ended December 31, 2025, we made $44.6 million in principal payments, including the full repayment of three mortgages for $42.9 million." - Reworded sentence: "As of December 31, 2025, we were in compliance with these covenants." **Prior (2025):** During the year ended December 31, 2024, we made $740.5 million in principal payments, including the full repayment of five mortgages for $735.9 million. No mortgages were assumed during the year ended December 31, 2024. Our mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage without the prior consent of the lender. At December 31, 2024, we were in compliance with these covenants. The following table summarizes our mortgages payable as of December 31, 2024 and December 31, 2023 (dollars in millions): **Current (2026):** During the year ended December 31, 2025, we made $44.6 million in principal payments, including the full repayment of three mortgages for $42.9 million. No mortgages were assumed during the year ended December 31, 2025. Our mortgages contain customary covenants, such as limiting our ability to further mortgage each applicable property or to discontinue insurance coverage without the prior consent of the lender. As of December 31, 2025, we were in compliance with these covenants. The following table summarizes our mortgages payable as of December 31, 2025 and 2024 (dollars in millions): --- ## Modified: ATM Program **Key changes:** - Reworded sentence: "During the year ended December 31, 2025, we settled approximately 42.0 million shares of common stock previously sold pursuant to forward sale agreements through our ATM program for approximately $2.4 billion of net proceeds." **Prior (2025):** Under our current ATM program, which we entered into in August 2023, we may offer and sell up to 120.0 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 at prevailing market prices or at negotiated prices or by any other methods permitted by applicable law. As of December 31, 2024, there were approximately 1.8 million shares of unsettled common stock subject to forward sale confirmations through our ATM program, representing approximately $91.8 million in expected net proceeds, which have been executed at a weighted average price of $51.80 per share (assuming full physical settlement of all outstanding shares of common stock, subject to such forward sale agreements and certain assumptions made with respect to settlement dates). During the year ended December 31, 2024, we settled approximately 30.2 million shares of common stock previously sold pursuant to forward sale agreements through our ATM program for approximately $1.7 billion of net proceeds. As of December 31, 2024, we had 55.5 million shares remaining for future issuance under our ATM program. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder. **Current (2026):** During the year ended December 31, 2025, we settled approximately 42.0 million shares of common stock previously sold pursuant to forward sale agreements through our ATM program for approximately $2.4 billion of net proceeds. As of December 31, 2025, we had outstanding forward-sale agreements under our ATM program for a total of 12.6 million shares of common stock, representing approximately $708.5 million in expected net proceeds, which have been executed at a weighted average price of $56.26 per share (assuming full physical settlement of all outstanding shares of common stock, subject to such forward sale agreements and certain assumptions made with respect to settlement dates). Additionally, as of December 31, 2025, we had 141.1 million shares remaining for future issuance under our ATM program. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder. --- ## Modified: 2. Merger with Spirit Realty Capital, Inc. **Key changes:** - Reworded sentence: "On January 23, 2024, we completed our previously announced merger with Spirit." - Reworded sentence: "Merger-related Transaction CostsIn conjunction with the Merger, during the year ended December 31, 2024, we incurred $86.7 million of merger-related transaction costs primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger." **Prior (2025):** On October 29, 2023, we entered into an Agreement and Plan of Merger (as amended, or the "Merger Agreement") with Saints MD Subsidiary, Inc., ("Merger Sub"), a Maryland corporation and direct wholly owned subsidiary of Realty Income, and Spirit, a Maryland corporation. On January 23, 2024, we completed our merger with Spirit. Pursuant to the terms and subject to the conditions of the Merger Agreement, Spirit merged with and into Merger Sub, with Merger Sub continuing as the surviving corporation. At the effective time of the Merger (the "Effective Time"), (i) each outstanding share of Spirit common stock, par value $0.05 per share, automatically converted into 0.762 (the "Exchange Ratio") of a newly issued share of our common stock, subject to adjustments as set forth in the Merger Agreement, and cash in lieu of fractional shares, and (ii) each outstanding share of Spirit's 6.000% Series A Cumulative Redeemable preferred stock, par value $0.01 per share ("Spirit Series A Preferred Stock"), converted into the right to receive one share of newly issued Realty Income 6.000% Series A Cumulative Redeemable preferred stock ("Realty Income Series A Preferred Stock"), having substantially the same terms as the Spirit Series A Preferred Stock. Immediately prior to the Effective Time, each award of outstanding restricted Spirit common stock and Spirit performance share award was cancelled and converted into Realty Income common stock, using the Exchange Ratio. For more details, see note 16, Series A Preferred Stock. The primary reason for the Merger was to expand our size, scale and diversification, in order to further position us as the real estate partner of choice for large net lease transactions. 60 60 60 Table of Contents Table of Contents The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value. The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data): Shares of Spirit common stock exchanged (1)142,136,567 Exchange Ratio0.762Shares of Realty Income common stock issued108,308,064Opening price of Realty Income common stock on January 23, 2024$55.80 Fair value of Realty Income common stock issued to the former holders of Spirit common stock$6,043,590 Shares of Realty Income Series A Preferred Stock issued in exchange for Spirit Series A Preferred Stock 6,900,000 Opening price of Realty Income Series A Preferred Stock on January 23, 2024$24.26 Fair value of Realty Income Series A Preferred Stock issued to the former holders of Spirit Series A Preferred Stock$167,394 Cash paid for fractional shares$51 Less: Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (2)$(24,751)Consideration transferred$6,186,284 Shares of Spirit common stock exchanged (1) Less: Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (2) (1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the Effective Time at an Exchange Ratio of 0.762 per share of Spirit common stock. The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (2) below. (2) Represents the fair value of fully vested Spirit restricted stock and performance share awards that were accelerated and converted into Realty Income common stock at the Effective Time, reflecting the value attributable to post-combination services. Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the date of the Merger. The fair value attributable to pre-combination services was $41.7 million and is included in the consideration transferred above. A. Final Purchase Price Allocation The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands): At Acquisition Date As Reported March 31, 2024Measurement Period AdjustmentsAt Acquisition Date As Reported December 31, 2024ASSETSLand$1,853,895 $3,247 $1,857,142 Buildings and improvements4,859,162 90,314 4,949,476 Total real estate held for investment6,713,057 93,561 6,806,618 Real estate and lease intangibles held for sale35,650 (1,583)34,067 Cash and cash equivalents93,683 - 93,683 Accounts receivable12,959 (145)12,814 Lease intangible assets (1)2,214,615 (32,804)2,181,811 Goodwill1,259,864 (59,143)1,200,721 Other assets (2)174,672 (1,881)172,791 Total assets acquired$10,504,500 $(1,995)$10,502,505 LIABILITIESAccounts payable and accrued expenses$56,407 $(1,934)$54,473 Lease intangible liabilities (3)378,369 (203)378,166 Other liabilities101,954 142 102,096 Term loans1,300,000 - 1,300,000 Notes payable2,481,486 - 2,481,486 Total liabilities assumed$4,318,216 $(1,995)$4,316,221 Net assets acquired, at fair value$6,186,284 $ - $6,186,284 Total purchase price$6,186,284 $ - $6,186,284 **Current (2026):** On January 23, 2024, we completed our previously announced merger with Spirit. For further details, please see note 2, Merger with Spirit Realty Capital, Inc., to our consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024. The Merger has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, with Realty Income as the accounting acquirer, which requires, among other things, that the assets acquired, and liabilities assumed be recognized at their acquisition date fair value. The fair value of the consideration transferred on the date of the acquisition is as follows (in thousands, except share and per share data): Shares of Spirit common stock exchanged (1)142,136,567 Exchange Ratio0.762Shares of Realty Income common stock issued108,308,064Opening price of Realty Income common stock on January 23, 2024$55.80 Fair value of Realty Income common stock issued to the former holders of Spirit common stock$6,043,590 Shares of Realty Income Series A Preferred Stock issued in exchange for Spirit Series A Preferred Stock (2)6,900,000 Opening price of Realty Income Series A Preferred Stock on January 23, 2024$24.26 Fair value of Realty Income Series A Preferred Stock issued to the former holders of Spirit Series A Preferred Stock$167,394 Cash paid for fractional shares$51 Less: Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (3)$(24,751)Consideration transferred$6,186,284 Shares of Spirit common stock exchanged (1) Shares of Realty Income Series A Preferred Stock issued in exchange for Spirit Series A Preferred Stock (2) Less: Fair value of Spirit restricted stock and performance awards attributable to post-combination costs (3) (1) Includes 142.1 million shares of Spirit common stock outstanding as of January 23, 2024, which were converted into Realty Income common stock at the effective time of the Merger (the "Effective Time") at an Exchange Ratio of 0.762 per share of Spirit common stock. The portion of the converted unvested Spirit restricted stock awards related to post-combination expense is removed in footnote (3) below. 65 65 65 Table of Contents Table of Contents (2) In September 2024, we redeemed all 6.9 million shares of Realty Income Series A Preferred Stock outstanding. (3) Represents the fair value of fully vested Spirit restricted stock and performance share awards that were accelerated and converted into Realty Income common stock at the Effective Time, reflecting the value attributable to post-combination services. Spirit restricted stock and performance share awards are included in Spirit's outstanding common stock as of the date of the Merger. The fair value attributable to pre-combination services was $41.7 million and is included in the consideration transferred above. A. Merger-related Transaction CostsIn conjunction with the Merger, during the year ended December 31, 2024, we incurred $86.7 million of merger-related transaction costs primarily consisting of employee severance, post-combination share-based compensation, transfer taxes, and various professional fees directly attributable to the Merger. We incurred $0.2 million of merger-related transaction costs during the year ended December 31, 2025, primarily related to the resolution of certain contingencies which existed at the date of the Merger. Merger-related transaction costs are presented in 'Merger, transaction, and other costs, net' in our consolidated statements of income and comprehensive income. B. Unaudited Pro Forma Financial Information The following unaudited pro forma information presents a summary of our combined results of operations for the year ended December 31, 2024, as if the Merger had occurred on January 1, 2023 (in millions, except per share data). The pro forma financial information is not necessarily indicative of the results of operations had the acquisition been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of incremental costs incurred in integrating the businesses. Year endedDecember 31, 2024Total revenues$5,319.1 Net income$945.9 Basic and diluted earnings per share$1.10 Our consolidated results of operations for the year ended December 31, 2024 include $762.7 million of revenues and $103.1 million of net income, respectively, associated with the results of operations of Spirit from the closing of the Merger on January 23, 2024 to December 31, 2024. --- ## Modified: Carrying Amount (2) **Key changes:** - Reworded sentence: "8.125% - SONIA+5.75% 8.37% 11.00% (1) Sterling Overnight Indexed Average ("SONIA") (2) As of December 31, 2025 and 2024, the total carrying amount of the investment in loans excluded accrued interest of $27.8 million and $13.8 million, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets." - Removed sentence: "The discount will be amortized over the term of the note." - Reworded sentence: "In May 2024, we acquired a senior secured note, maturing in May 2030, with a principal amount of £300.0 million." - Reworded sentence: "In April 2024, a $33.0 million secured loan to an operator of Emagine Theaters, assumed in the Spirit merger, was repaid in full." - Reworded sentence: "In October 2023, we issued a $33.5 million mortgage loan which is collateralized by nine automotive service properties located across seven different states." **Prior (2025):** (1) The total carrying amount of the investment in loans excludes accrued interest of $13.8 million and $3.4 million as of December 31, 2024 and 2023, respectively, which is recorded to 'Other assets, net' on our consolidated balance sheets. Senior Secured Notes Receivable In December 2024, we acquired a senior secured note with a principal amount of £200.0 million, equivalent to $250.4 million as of December 31, 2024. The interest-only note matures in November 2030 and bears interest at Sterling Overnight Indexed Average ("SONIA") plus a margin ranging from 4.50% to 5.25%, based on the borrower's leverage ratio. As of December 31, 2024, the margin is determined to be 5.25%. The Company paid £199.0 million for the note and accounted for the discount at amortized cost. The discount will be amortized over the term of the note. In September 2024, our interest in a loan with a carrying amount of $5.3 million, which was acquired in conjunction with the Merger, was transferred to a third-party buyer. As a result of this transfer, we recorded a loss of $1.5 million, presented in 'Other income, net' in our consolidated statements of income and comprehensive income. In May 2024, we acquired a senior secured note, maturing in May 2030, with a principal amount of £300.0 million, equivalent to $375.6 million as of December 31, 2024. The interest-only note bears interest at a fixed rate of 8.125% and is callable at par beginning in May 2026. In November 2023, we acquired a senior secured note with a principal amount of £142.0 million, equivalent to $177.8 million as of December 31, 2024. The interest-only note bears interest that has been adjusted to SONIA plus 5.75% during the year ended December 31, 2024 and matures in October 2029. The Company paid £136.7 million for the note and accounted for the discount at amortized cost. The discount will be amortized over the term of the note. Mortgage Loan In October 2023, we issued a $33.5 million mortgage loan which is collateralized by nine automotive service properties located across seven different states. The interest-only loan bears interest at 8.37% subject to annual increases and matures in October 2038. 67 67 67 Table of Contents Table of Contents Unsecured Loan In conjunction with the Merger, we acquired an 11.0% fixed-rate, unsecured loan with a principal amount of $11.0 million. This interest-only loan was recorded at its acquisition-date fair value of $9.8 million and matures in December 2026. B. Financing Receivables The following table presents information about our investments in sale-leaseback transactions accounted for as financing receivables in accordance with ASC 842, Leases as of December 31, 2024 and December 31, 2023 (dollars in millions): Carrying Value as ofMaturityDecember 31, 2024December 31, 2023Financing receivables, net2028 - 2048$1,609.0 $1,570.9 Total$1,609.0$1,570.9 C. Allowance for Credit Losses The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable for the year ended December 31, 2024 (in millions): Loans ReceivableFinancing Receivable TotalAllowance for credit losses at December 31, 2023$2.5$2.4$4.9Provision for credit losses (1) 10.096.8106.8Initial allowance for PCD assets (2) 1.8 - 1.8Write-offs (3) (1.8) - (1.8)Foreign currency remeasurement(0.2) - (0.2)Allowance for credit losses at December 31, 2024$12.3$99.2$111.5 Allowance for credit losses at December 31, 2023 Provision for credit losses (1) Initial allowance for PCD assets (2) Write-offs (3) Allowance for credit losses at December 31, 2024 (1) During the year ended December 31, 2024, provisions for credit losses on loans receivable were primarily attributable to loans acquired during 2024. The increase for credit losses on financing receivables is primarily due to a client in the convenience store industry that defaulted on its lease payments and was fully reserved for, in addition to a partial reserve for a significant decline in the credit worthiness of a client in the automotive services industry. (2) Includes the recognition of an initial expected credit loss of $1.8 million for a purchased credit deteriorated ("PCD") loan we acquired in conjunction with the Merger. (3) Includes a reduction due to the sale of a PCD loan in September 2024. (3) **Current (2026):** October 2029 - July 2031 8.00% - SONIA(1) +6.03% June 2028 - September 2038 7.50% - 8.50% December 2026 - December 2028 10.25% - 11.00% --- ## Modified: General and Administrative Expenses **Key changes:** - Reworded sentence: "General and administrative expenses are expenditures related to the operations of our company, including employee-related costs, professional fees, and other general overhead costs associated with running our business." **Prior (2025):** General and administrative expenses increased by $32.4 million for the year ended December 31, 2024 as compared with the same period in 2023, primarily due to higher employee costs of $19.6 million and higher professional fees of $7.9 million as we continue to invest in our people and our platform. 34 34 34 Table of Contents Table of Contents **Current (2026):** General and administrative expenses are expenditures related to the operations of our company, including employee-related costs, professional fees, and other general overhead costs associated with running our business. General and administrative expenses increased by $25.7 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher employee costs and professional fees as we continue to invest in our people and our platform. --- ## Modified: Years ended December 31, 2025, 2024, and 2023 **Key changes:** - Reworded sentence: "Shares ofpreferredstockPreferredstock andpaid incapitalShares ofcommonstockCommonstock andpaid incapitalDistributionsin excess ofnet incomeAccumulated other comprehensive incomeTotalstockholders'equityNon-controllinginterestsTotalequityBalance, December 31, 2022 - $ - 660,300 $34,159,509 $(5,493,193)$46,833 $28,713,149 $130,140 $28,843,289 Net income - - - - 872,309 - 872,309 4,605 876,914 Other comprehensive income - - - - - 27,061 27,061 - 27,061 Distributions paid and payable - - - - (2,141,252) - (2,141,252)(9,340)(2,150,592)Share issuances, net of costs - - 91,902 5,450,982 - - 5,450,982 - 5,450,982 Contributions by noncontrolling interests - - - - - - - 40,097 40,097 Share-based compensation, net - - 258 19,218 - - 19,218 - 19,218 Balance, December 31, 2023 - $ - 752,460 $39,629,709 $(6,762,136)$73,894 $32,941,467 $165,502 $33,106,969 Net income - - - - 860,772 - 860,772 6,569 867,341 Other comprehensive loss - - - - - (35,665)(35,665) - (35,665)Distributions paid and payable - - - - (2,742,079) - (2,742,079)(10,398)(2,752,477)Share issuances, net of costs - - 30,381 1,754,895 - - 1,754,895 - 1,754,895 Shares issued with merger6,900 167,394 108,308 6,043,641 - - 6,043,641 - 6,043,641 Contributions by noncontrolling interests - - - - - - - 2,022 2,022 Issuance of common partnership units - - - (768) - - (768)47,253 46,485 Preferred shares redeemed(6,900)(167,394) - - (5,116)(5,116) - (5,116)Share-based compensation, net - - 362 23,591 - - 23,591 - 23,591 Balance, December 31, 2024 - $ - 891,511 $47,451,068 $(8,648,559)$38,229 $38,840,738 $210,948 $39,051,686 Net income - - - - 1,058,590 - 1,058,590 11,193 1,069,783 Other comprehensive income - - - - - 66,790 66,790 - 66,790 Distributions paid and payable - - - - (2,938,015) - (2,938,015)(12,041)(2,950,056)Share issuance, net of costs - - 42,182 2,376,144 - - 2,376,144 - 2,376,144 Contributions by noncontrolling interests - - - - - - - 488,455 488,455 Reallocation of equity - - - 13,282 - - 13,282 (13,282) - Share-based compensation, net - - 282 21,166 - - 21,166 - 21,166 Balance, December 31, 2025 - $ - 933,975 $49,861,660 $(10,527,984)$105,019 $39,438,695 $685,273 $40,123,968 Balance, December 31, 2022 Balance, December 31, 2023 Balance, December 31, 2024 Balance, December 31, 2025" **Prior (2025):** Shares ofpreferredstockPreferredstock andpaid incapitalShares ofcommonstockCommonstock andpaid incapitalDistributionsin excess ofnet incomeAccumulated other comprehensive incomeTotalstockholders'equityNon-controllinginterestsTotalequityBalance, December 31, 2021 - - 591,262 $29,578,212 $(4,530,571)$4,933 $25,052,574 $76,826 $25,129,400 Net income - - - - 869,408 - 869,408 3,008 872,416 Other comprehensive income - - - - - 41,900 41,900 - 41,900 Distributions paid and payable - - - - (1,832,030) - (1,832,030)(4,125)(1,836,155)Share issuances, net of costs - - 68,876 4,570,766 - - 4,570,766 - 4,570,766 Contributions by noncontrolling interests - - - - - - - 51,221 51,221 Reallocation of equity - - - (3,210) - - (3,210)3,210 - Share-based compensation, net - - 162 13,741 - - 13,741 - 13,741 Balance, December 31, 2022 - - 660,300 $34,159,509 $(5,493,193)$46,833 $28,713,149 $130,140 $28,843,289 Net income - - - - 872,309 - 872,309 4,605 876,914 Other comprehensive income - - - - - 27,061 27,061 - 27,061 Distributions paid and payable - - - - (2,141,252) - (2,141,252)(9,340)(2,150,592)Share issuances, net of costs - - 91,902 5,450,982 - - 5,450,982 - 5,450,982 Contributions by noncontrolling interests - - - - - - - 40,097 40,097 Share-based compensation, net - - 258 19,218 - - 19,218 - 19,218 Balance, December 31, 2023 - - 752,460 $39,629,709 $(6,762,136)$73,894 $32,941,467 $165,502 $33,106,969 Net income - - - - 860,772 - 860,772 6,569 867,341 Other comprehensive loss - - - - - (35,665)(35,665) - (35,665)Distributions paid and payable - - - - (2,742,079) - (2,742,079)(10,398)(2,752,477)Share issuance, net of costs - - 30,381 1,754,895 - - 1,754,895 - 1,754,895 Shares issued with merger6,900 167,394 108,308 6,043,641 - - 6,043,641 - 6,043,641 Contributions by noncontrolling interests - - - - - - - 2,022 2,022 Issuance of common partnership units - - - (768) - - (768)47,253 46,485 Preferred shares redeemed(6,900)(167,394) - - (5,116) - (5,116) - (5,116)Share-based compensation, net - - 362 23,591 - - 23,591 - 23,591 Balance, December 31, 2024 - - 891,511 $47,451,068 $(8,648,559)$38,229 $38,840,738 $210,948 $39,051,686 Balance, December 31, 2021 Balance, December 31, 2022 Balance, December 31, 2023 Balance, December 31, 2024 **Current (2026):** Shares ofpreferredstockPreferredstock andpaid incapitalShares ofcommonstockCommonstock andpaid incapitalDistributionsin excess ofnet incomeAccumulated other comprehensive incomeTotalstockholders'equityNon-controllinginterestsTotalequityBalance, December 31, 2022 - $ - 660,300 $34,159,509 $(5,493,193)$46,833 $28,713,149 $130,140 $28,843,289 Net income - - - - 872,309 - 872,309 4,605 876,914 Other comprehensive income - - - - - 27,061 27,061 - 27,061 Distributions paid and payable - - - - (2,141,252) - (2,141,252)(9,340)(2,150,592)Share issuances, net of costs - - 91,902 5,450,982 - - 5,450,982 - 5,450,982 Contributions by noncontrolling interests - - - - - - - 40,097 40,097 Share-based compensation, net - - 258 19,218 - - 19,218 - 19,218 Balance, December 31, 2023 - $ - 752,460 $39,629,709 $(6,762,136)$73,894 $32,941,467 $165,502 $33,106,969 Net income - - - - 860,772 - 860,772 6,569 867,341 Other comprehensive loss - - - - - (35,665)(35,665) - (35,665)Distributions paid and payable - - - - (2,742,079) - (2,742,079)(10,398)(2,752,477)Share issuances, net of costs - - 30,381 1,754,895 - - 1,754,895 - 1,754,895 Shares issued with merger6,900 167,394 108,308 6,043,641 - - 6,043,641 - 6,043,641 Contributions by noncontrolling interests - - - - - - - 2,022 2,022 Issuance of common partnership units - - - (768) - - (768)47,253 46,485 Preferred shares redeemed(6,900)(167,394) - - (5,116)(5,116) - (5,116)Share-based compensation, net - - 362 23,591 - - 23,591 - 23,591 Balance, December 31, 2024 - $ - 891,511 $47,451,068 $(8,648,559)$38,229 $38,840,738 $210,948 $39,051,686 Net income - - - - 1,058,590 - 1,058,590 11,193 1,069,783 Other comprehensive income - - - - - 66,790 66,790 - 66,790 Distributions paid and payable - - - - (2,938,015) - (2,938,015)(12,041)(2,950,056)Share issuance, net of costs - - 42,182 2,376,144 - - 2,376,144 - 2,376,144 Contributions by noncontrolling interests - - - - - - - 488,455 488,455 Reallocation of equity - - - 13,282 - - 13,282 (13,282) - Share-based compensation, net - - 282 21,166 - - 21,166 - 21,166 Balance, December 31, 2025 - $ - 933,975 $49,861,660 $(10,527,984)$105,019 $39,438,695 $685,273 $40,123,968 Balance, December 31, 2022 Balance, December 31, 2023 Balance, December 31, 2024 Balance, December 31, 2025 --- ## Modified: Portfolio Discussion **Key changes:** - Reworded sentence: "Leasing Results As of December 31, 2025, we had 173 properties available for lease or sale out of 15,511 properties in our portfolio, which represents a 98.9% occupancy rate based on the number of properties in our portfolio." **Prior (2025):** Leasing Results At December 31, 2024, we had 205 properties available for lease or sale out of 15,621 properties in our portfolio, which represents a 98.7% occupancy rate based on the number of properties in our portfolio. Our property-level occupancy rates exclude properties with ancillary leases only, such as cell towers and billboards, and properties with possession pending, and include properties owned by unconsolidated joint ventures. Below is a summary of our portfolio activity for the periods indicated below: Three months ended December 31, 2024Properties available for lease at September 30, 2024196 Lease expirations (1) 286 Re-leases to same client(197)Re-leases to new client(24)Vacant dispositions(56)Properties available for lease at December 31, 2024205 Year ended December 31, 2024Properties available for lease at December 31, 2023193 Lease expirations (1)928 Re-leases to same client(638)Re-leases to new client(56)Vacant dispositions(222)Properties available for lease at December 31, 2024205 **Current (2026):** Leasing Results As of December 31, 2025, we had 173 properties available for lease or sale out of 15,511 properties in our portfolio, which represents a 98.9% occupancy rate based on the number of properties in our portfolio. Our property-level occupancy rate excludes properties with ancillary leases only, such as cell towers and billboards, and properties with possession pending, and includes properties owned by unconsolidated joint ventures. Below is a summary of our portfolio activity for the periods indicated below: Three months ended December 31, 2025Properties available for lease as of September 30, 2025204 Lease expirations (1) 378 Re-leases to same client(285)Re-leases to new client(9)Vacant dispositions(115)Properties available for lease as of December 31, 2025173 Year ended December 31, 2025Properties available for lease as of December 31, 2024205 Lease expirations (1)1,317 Re-leases to same client(963)Re-leases to new client(52)Vacant dispositions(334)Properties available for lease as of December 31, 2025173 --- ## Modified: Increases in Monthly Dividends to Common Stockholders **Key changes:** - Reworded sentence: "We have continued our 57-year history of paying monthly dividends by increasing the dividend five times during 2025 and once during 2026." **Prior (2025):** We have continued our 56-year history of paying monthly dividends. In addition, we have increased the dividend five times during 2024 and twice during 2025. As of February 2025, we have paid 109 consecutive quarterly dividend increases and increased the dividend 129 times since our listing on the NYSE in 1994. 2024 Dividend increasesMonth DeclaredMonth PaidMonthly Dividend per shareIncrease per share1st increaseDec 2023Jan 2024$0.2565 $0.0005 2nd increaseMar 2024Apr 2024$0.2570 $0.0005 3rd increaseMay 2024Jun 2024$0.2625 $0.0055 4th increaseJun 2024Jul 2024$0.2630 $0.0005 5th increaseSep 2024Oct 2024$0.2635 $0.0005 2025 Dividend increases1st increaseDec 2024Jan 2025$0.2640 $0.0005 2nd increaseFeb 2025Mar 2025$0.2680 $0.0040 **Current (2026):** We have continued our 57-year history of paying monthly dividends by increasing the dividend five times during 2025 and once during 2026. As of February 2026, we have paid 113 consecutive quarterly dividend increases and increased the dividend 133 times since our listing on the NYSE in 1994. 2025 Dividend increasesMonth DeclaredMonth PaidMonthly Dividend per shareIncrease per share1st increaseDec 2024Jan 2025$0.2640 $0.0005 2nd increaseFeb 2025Mar 2025$0.2680 $0.0040 3rd increaseMar 2025Apr 2025$0.2685 $0.0005 4th increaseJun 2025Jul 2025$0.2690 $0.0005 5th increaseSep 2025Oct 2025$0.2695 $0.0005 2026 Dividend increase1st increaseDec 2025Jan 2026$0.2700 $0.0005 --- ## Modified: Dispositions **Key changes:** - Reworded sentence: "During the year ended December 31, 2025, we sold 425 properties with total net proceeds received of $744.0 million." **Prior (2025):** During the year ended December 31, 2024, we sold 294 properties with total net proceeds received of $589.5 million. **Current (2026):** During the year ended December 31, 2025, we sold 425 properties with total net proceeds received of $744.0 million. --- ## Modified: Gain on Sales of Real Estate **Key changes:** - Reworded sentence: "The following summarizes our property dispositions (dollars in thousands): Years ended December 31,20252024ChangeNumber of properties sold425 294 131 Net sales proceeds$744,014 $589,450 $154,564 Gain on sales of real estate$177,640 $117,275 $60,365" **Prior (2025):** The following summarizes our property dispositions (dollars in millions): Years ended December 31,20242023Number of properties sold294 121 Net sales proceeds$589.5 $117.4 Gain on sales of real estate$117.3 $25.7 **Current (2026):** The following summarizes our property dispositions (dollars in thousands): Years ended December 31,20252024ChangeNumber of properties sold425 294 131 Net sales proceeds$744,014 $589,450 $154,564 Gain on sales of real estate$177,640 $117,275 $60,365 --- ## Modified: Capitalization **Key changes:** - Reworded sentence: "As of December 31, 2025, our total capitalization was $82.5 billion." **Prior (2025):** As of December 31, 2024, our total capitalization was $74.9 billion. Total capitalization consisted of $47.8 billion of common equity (based on the December 31, 2024 closing price on the NYSE of $53.41 and assuming the conversion of 2.7 million common units of Realty Income, L.P.), and total outstanding borrowings of $27.2 billion on our revolving credit facility, commercial paper, term loans, mortgages payable, senior unsecured notes and bonds, and our proportionate share of unconsolidated entities' debt (excluding unamortized deferred financing costs, discounts, and premiums). Our total debt to capitalization was 36.3% at December 31, 2024. 27 27 27 Table of Contents Table of Contents **Current (2026):** As of December 31, 2025, our total capitalization was $82.5 billion. Total capitalization consisted of $52.8 billion of common equity (based on the December 31, 2025 closing price on the NYSE of $56.37 and assuming the conversion of 2.7 million common units of Realty Income, L.P.), and total outstanding borrowings of $29.7 billion on our credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds and our proportionate share of joint venture debt (excluding unamortized deferred financing costs, discounts, and premiums). --- ## Modified: Depreciation and Amortization **Key changes:** - Reworded sentence: "Depreciation and amortization increased by $128.6 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to the acquisitions of properties in 2024 and 2025, which were partially offset by property dispositions." **Prior (2025):** Depreciation and amortization increased by $500.4 million for the year ended December 31, 2024 as compared with the same period in 2023, primarily due to the Merger and the acquisitions of properties in 2023 and 2024, which were partially offset by property dispositions. Real estate assets acquired in the Merger contributed an additional $413.4 million of depreciation and amortization for the year ended December 31, 2024. 33 33 33 Table of Contents Table of Contents **Current (2026):** Depreciation and amortization increased by $128.6 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to the acquisitions of properties in 2024 and 2025, which were partially offset by property dispositions. --- ## Modified: 2026 Dividend increase **Key changes:** - Reworded sentence: "The dividends paid per share during the year ended December 31, 2025 totaled $3.2170, as compared to $3.1255 during the year ended December 31, 2024, an increase of $0.0915, or 2.9%." **Prior (2025):** 24 24 24 Table of Contents Table of Contents The dividends paid per share during the year ended December 31, 2024 totaled $3.126, as compared to $3.051 during the year ended December 31, 2023, an increase of $0.075, or 2.5%. The monthly dividend of $0.2680 per share represents a current annualized dividend of $3.216 per share, and an annualized dividend yield of 6.0% based on the last reported sale price of our common stock on the NYSE of $53.41 on December 31, 2024. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period. **Current (2026):** The dividends paid per share during the year ended December 31, 2025 totaled $3.2170, as compared to $3.1255 during the year ended December 31, 2024, an increase of $0.0915, or 2.9%. 29 29 29 Table of Contents Table of Contents The monthly dividend of $0.2700 per share represents a current annualized dividend of $3.240 per share, and an annualized dividend yield of 5.7% based on the last reported sale price of our common stock on the NYSE of $56.37 on December 31, 2025. Although we expect to continue our policy of paying monthly dividends, we cannot guarantee that we will maintain our current level of dividends, that we will continue our pattern of increasing dividends per share, or what our actual dividend yield will be in any future period. --- ## Modified: CONSOLIDATED STATEMENTS OF CASH FLOWS **Key changes:** - Reworded sentence: "(in thousands) Years ended December 31,202520242023CASH FLOWS FROM OPERATING ACTIVITIESNet income$1,069,783 $867,341 $876,914 Adjustments to net income:Depreciation and amortization2,524,200 2,395,644 1,895,177 Amortization of share-based compensation30,770 57,493 26,227 Non-cash revenue adjustments(121,989)(116,017)(62,029)Amortization of net discounts (premiums) on mortgages payable287 30 (12,803)Amortization of net discounts (premiums) on notes payable6,782 (3,309)(60,657)Amortization of deferred financing costs29,652 23,939 26,670 Foreign currency and unrealized derivative loss (gain), net54,947 (19,394)37,776 Non-cash interest expense (income)1,646 11,505 (7,189)Gain on sales of real estate(177,640)(117,275)(25,667)Equity in earnings of unconsolidated entities(13,330)(7,793)(2,546)Distributions on common equity from unconsolidated entities39,860 21,038 5,807 Provisions for impairment471,335 425,833 87,082 Deferred income taxes603 3,552 - Change in assets and liabilitiesAccounts receivable and other assets(115,792)28,082 (111,286)Accounts payable, accrued expenses and other liabilities193,640 2,607 285,293 Net cash provided by operating activities3,994,754 3,573,276 2,958,769 CASH FLOWS FROM INVESTING ACTIVITIESInvestment in real estate(4,647,873)(3,262,437)(8,053,595)Improvements to real estate, including leasing costs(131,800)(121,411)(68,692)Investment in unconsolidated entities(52,265)(70,381)(1,179,306)Investment in loans and preferred equity(1,613,276)(631,650)(201,621)Proceeds from sales of real estate744,014 589,450 117,354 Return of investment from unconsolidated entities - - 3,927 Proceeds from note receivable31,390 57,300 - Insurance proceeds received3,487 2,788 27,279 Non-refundable escrow deposits3,150 (225)(200)Net cash acquired in merger - 93,683 - Net cash used in investing activities(5,663,173)(3,342,883)(9,354,854)CASH FLOWS FROM FINANCING ACTIVITIESCash distributions to common stockholders(2,920,895)(2,691,719)(2,111,793)Cash distributions to preferred stockholders - (7,763) - Borrowings on revolving credit facilities and commercial paper programs20,280,426 36,887,003 77,338,040 Payments on revolving credit facilities and commercial paper programs(19,557,427)(36,528,598)(79,398,193)Proceeds from term loan 406,999 - 1,029,383 Principal payment on term loans(1,139,489)(250,000) - Proceeds from notes payable issued2,891,750 2,657,925 4,239,745 Principal payment on notes payable(1,049,997)(849,999) - Principal payments on mortgages payable(44,634)(740,505)(22,015)Proceeds from common stock offerings, net 2,364,144 1,742,810 5,439,462 Proceeds from dividend reinvestment and stock purchase plan12,002 11,812 11,519 Redemption of preferred stock - (172,510) - Distributions to noncontrolling interests(12,024)(10,143)(7,725)Contributions from noncontrolling interests488,455 - - Net receipts on derivative settlements - - 7,853 Debt issuance costs(88,365)(60,615)(81,898)Other financing activities, net46,850 (8,856)(7,022)Net cash provided by (used in) financing activities1,677,795 (21,158)6,437,356 Effect of exchange rate changes on cash and cash equivalents15,874 (5,904)24,023 Net increase in cash, cash equivalents and restricted cash25,250 203,331 65,294 Cash, cash equivalents and restricted cash, beginning of period495,506 292,175 226,881 Cash, cash equivalents and restricted cash, end of period$520,756 $495,506 $292,175 For supplemental disclosures, see note 19, Supplemental Disclosures of Cash Flow Information." **Prior (2025):** (in thousands) Years ended December 31,202420232022CASH FLOWS FROM OPERATING ACTIVITIESNet income$867,341 $876,914 $872,416 Adjustments to net income:Depreciation and amortization2,395,644 1,895,177 1,670,389 Amortization of share-based compensation57,493 26,227 21,617 Non-cash revenue adjustments(116,017)(62,029)(57,009)Gain on extinguishment of debt - - (367)Amortization of net premiums on mortgages payable30 (12,803)(13,622)Amortization of net premiums on notes payable(3,309)(60,657)(62,989)Amortization of deferred financing costs23,939 26,670 15,613 Foreign currency and unrealized derivative (gain) loss, net(19,394)37,776 220,948 Non-cash interest expense (income)11,505 (7,189)718 Gain on sales of real estate(117,275)(25,667)(102,957)Equity in earnings of unconsolidated entities(7,793)(2,546)6,448 Distributions on common equity from unconsolidated entities21,038 5,807 1,605 Provisions for impairment425,833 87,082 25,860 Deferred income taxes3,552 - - Change in assets and liabilitiesAccounts receivable and other assets28,082 (111,286)(29,524)Accounts payable, accrued expenses and other liabilities2,607 285,293 (5,290)Net cash provided by operating activities3,573,276 2,958,769 2,563,856 CASH FLOWS FROM INVESTING ACTIVITIESInvestment in real estate(3,262,437)(8,053,595)(8,886,436)Improvements to real estate, including leasing costs(121,411)(68,692)(95,514)Investment in unconsolidated entities(70,381)(1,179,306) - Investment in loans(631,650)(201,621) - Proceeds from sales of real estate589,450 117,354 436,115 Return of investment from unconsolidated entities - 3,927 1,401 Net proceeds from sale of unconsolidated entities - - 108,088 Proceeds from note receivable57,300 - 5,867 Insurance proceeds received2,788 27,279 49,070 Non-refundable escrow deposits(225)(200)(5,667)Net cash acquired in merger93,683 - - Net cash used in investing activities(3,342,883)(9,354,854)(8,387,076)CASH FLOWS FROM FINANCING ACTIVITIESCash distributions to common stockholders(2,691,719)(2,111,793)(1,813,431)Cash distributions to preferred stockholders(7,763) - - Borrowings on line of credit and commercial paper programs36,887,003 77,338,040 28,539,299 Payments on line of credit and commercial paper programs(36,528,598)(79,398,193)(27,434,617)Proceeds from term loan - 1,029,383 - Principal payment on term loan(250,000) - - Proceeds from notes payable issued2,657,925 4,239,745 2,154,662 Principal payment on notes payable(849,999) - - Principal payments on mortgages payable(740,505)(22,015)(312,234)Proceeds from common stock offerings, net 1,742,810 5,439,462 4,556,028 Proceeds from dividend reinvestment and stock purchase plan11,812 11,519 11,654 Redemption of preferred stock(172,510) - - Distributions to noncontrolling interests(10,143)(7,725)(3,935)Net receipts on derivative settlements - 7,853 79,763 Debt issuance costs(60,615)(81,898)(34,156)Other items, including shares withheld upon vesting(8,856)(7,022)(4,790)Net cash (used in) provided by financing activities(21,158)6,437,356 5,738,243 Effect of exchange rate changes on cash and cash equivalents(5,904)24,023 (20,511)Net increase (decrease) in cash, cash equivalents and restricted cash203,331 65,294 (105,488)Cash, cash equivalents and restricted cash, beginning of period292,175 226,881 332,369 Cash, cash equivalents and restricted cash, end of period$495,506 $292,175 $226,881 For supplemental disclosures, see note 19, Supplemental Disclosures of Cash Flow Information. **Current (2026):** (in thousands) Years ended December 31,202520242023CASH FLOWS FROM OPERATING ACTIVITIESNet income$1,069,783 $867,341 $876,914 Adjustments to net income:Depreciation and amortization2,524,200 2,395,644 1,895,177 Amortization of share-based compensation30,770 57,493 26,227 Non-cash revenue adjustments(121,989)(116,017)(62,029)Amortization of net discounts (premiums) on mortgages payable287 30 (12,803)Amortization of net discounts (premiums) on notes payable6,782 (3,309)(60,657)Amortization of deferred financing costs29,652 23,939 26,670 Foreign currency and unrealized derivative loss (gain), net54,947 (19,394)37,776 Non-cash interest expense (income)1,646 11,505 (7,189)Gain on sales of real estate(177,640)(117,275)(25,667)Equity in earnings of unconsolidated entities(13,330)(7,793)(2,546)Distributions on common equity from unconsolidated entities39,860 21,038 5,807 Provisions for impairment471,335 425,833 87,082 Deferred income taxes603 3,552 - Change in assets and liabilitiesAccounts receivable and other assets(115,792)28,082 (111,286)Accounts payable, accrued expenses and other liabilities193,640 2,607 285,293 Net cash provided by operating activities3,994,754 3,573,276 2,958,769 CASH FLOWS FROM INVESTING ACTIVITIESInvestment in real estate(4,647,873)(3,262,437)(8,053,595)Improvements to real estate, including leasing costs(131,800)(121,411)(68,692)Investment in unconsolidated entities(52,265)(70,381)(1,179,306)Investment in loans and preferred equity(1,613,276)(631,650)(201,621)Proceeds from sales of real estate744,014 589,450 117,354 Return of investment from unconsolidated entities - - 3,927 Proceeds from note receivable31,390 57,300 - Insurance proceeds received3,487 2,788 27,279 Non-refundable escrow deposits3,150 (225)(200)Net cash acquired in merger - 93,683 - Net cash used in investing activities(5,663,173)(3,342,883)(9,354,854)CASH FLOWS FROM FINANCING ACTIVITIESCash distributions to common stockholders(2,920,895)(2,691,719)(2,111,793)Cash distributions to preferred stockholders - (7,763) - Borrowings on revolving credit facilities and commercial paper programs20,280,426 36,887,003 77,338,040 Payments on revolving credit facilities and commercial paper programs(19,557,427)(36,528,598)(79,398,193)Proceeds from term loan 406,999 - 1,029,383 Principal payment on term loans(1,139,489)(250,000) - Proceeds from notes payable issued2,891,750 2,657,925 4,239,745 Principal payment on notes payable(1,049,997)(849,999) - Principal payments on mortgages payable(44,634)(740,505)(22,015)Proceeds from common stock offerings, net 2,364,144 1,742,810 5,439,462 Proceeds from dividend reinvestment and stock purchase plan12,002 11,812 11,519 Redemption of preferred stock - (172,510) - Distributions to noncontrolling interests(12,024)(10,143)(7,725)Contributions from noncontrolling interests488,455 - - Net receipts on derivative settlements - - 7,853 Debt issuance costs(88,365)(60,615)(81,898)Other financing activities, net46,850 (8,856)(7,022)Net cash provided by (used in) financing activities1,677,795 (21,158)6,437,356 Effect of exchange rate changes on cash and cash equivalents15,874 (5,904)24,023 Net increase in cash, cash equivalents and restricted cash25,250 203,331 65,294 Cash, cash equivalents and restricted cash, beginning of period495,506 292,175 226,881 Cash, cash equivalents and restricted cash, end of period$520,756 $495,506 $292,175 For supplemental disclosures, see note 19, Supplemental Disclosures of Cash Flow Information. --- ## Modified: Net (decrease) increase to net income **Key changes:** - Reworded sentence: "We expect to reclassify $5.7 million from AOCI as a decrease to interest expense relating to interest rate swaps and $11.3 million from AOCI as an increase to foreign currency gain relating to foreign currency forwards within the next twelve months." **Prior (2025):** We expect to reclassify $10.0 million from AOCI as a decrease to interest expense relating to interest rate swaps and $9.2 million from AOCI to foreign currency gain relating to foreign currency forwards within the next twelve months. **Current (2026):** We expect to reclassify $5.7 million from AOCI as a decrease to interest expense relating to interest rate swaps and $11.3 million from AOCI as an increase to foreign currency gain relating to foreign currency forwards within the next twelve months. --- ## Modified: 5. Investments in Unconsolidated Entities **Key changes:** - Reworded sentence: "The following is a summary of our investments in unconsolidated entities for the periods indicated below (dollars in thousands): Ownership % Number of PropertiesCarrying Amount (1) of Investment as of Equity in earnings of unconsolidated entitiesYears ended December 31,As of December 31, 2025December 31, 2025December 31, 2024202520242023Data Center Joint Venture80.0%2$293,073 $299,165 $11,310 $6,940 $ - Bellagio Las Vegas Joint Venture - Common Equity Interest21.9%1253,625 274,057 2,026 (980)2,139 Bellagio Las Vegas Joint Venture - Preferred Equity Interestn/an/a650,000 650,000 - - - Passport Park Joint Venture95.0%359,758 6,477 (6) - - Industrial Partnershipsn/an/a - - - 1,833 407 Total investment in unconsolidated entities$1,256,456 $1,229,699 $13,330 $7,793 $2,546" **Prior (2025):** The following is a summary of our investments in unconsolidated entities as of December 31, 2024 and December 31, 2023 (dollars in thousands): Ownership % Number of PropertiesCarrying Amount (1) of Investment as of As of December 31, 2024December 31, 2024December 31, 2023Data Center Joint Venture80.0%2$299,165 $226,021 Bellagio Las Vegas Joint Venture - Common Equity Interest21.9%1274,057 296,097 Bellagio Las Vegas Joint Venture - Preferred Equity Interestn/an/a650,000 650,000 Passport Park Joint Venture (2)95.0%36,477 - Industrial Partnershipsn/an/a - - Total investment in unconsolidated entities$1,229,699 $1,172,118 **Current (2026):** The following is a summary of our investments in unconsolidated entities for the periods indicated below (dollars in thousands): Ownership % Number of PropertiesCarrying Amount (1) of Investment as of Equity in earnings of unconsolidated entitiesYears ended December 31,As of December 31, 2025December 31, 2025December 31, 2024202520242023Data Center Joint Venture80.0%2$293,073 $299,165 $11,310 $6,940 $ - Bellagio Las Vegas Joint Venture - Common Equity Interest21.9%1253,625 274,057 2,026 (980)2,139 Bellagio Las Vegas Joint Venture - Preferred Equity Interestn/an/a650,000 650,000 - - - Passport Park Joint Venture95.0%359,758 6,477 (6) - - Industrial Partnershipsn/an/a - - - 1,833 407 Total investment in unconsolidated entities$1,256,456 $1,229,699 $13,330 $7,793 $2,546 --- ## Modified: 9. Term Loans **Key changes:** - Reworded sentence: "In November 2025, we entered into a term loan agreement that amends and restates the previous agreement governing our $1.5 billion multi-currency term loan, dated January 6, 2023." - Reworded sentence: "As of December 31, 2025, we were in compliance with the covenants contained in the term loans." **Prior (2025):** In January 2024, in connection with the Merger, we entered into an amended and restated term loan agreement (which replaced Spirit's then-existing term loans with various lenders). The amended and restated term loan agreements are fixed through interest rate swaps at a weighted average interest rate of 3.9%. Pursuant to the amended and restated term loan agreement, we borrowed $800.0 million in aggregate total borrowings, $300.0 million of which matures in August 2025 and $500.0 million of which matures in August 2027 (the "$800 million term loan agreement"). We also entered into an amended and restated term loan agreement pursuant to which we borrowed $500.0 million in aggregate total borrowings which matures in June 2025 (the "$500 million term loan agreement"). In January 2023, we entered into our 2023 term loan agreement, which allows us to incur up to an aggregate of $1.5 billion in multi-currency borrowings. In January 2024, we entered into interest rate swaps which fix our per annum interest rate at 4.9% until January 2026. As of December 31, 2024, we had $1.1 billion in multi-currency borrowings, including $90.0 million, £705.0 million, and €85.0 million in outstanding borrowings. The maturity date for the 2023 term loans was January 2025; however, in December 2024, we exercised the remaining twelve-month extension option, extending the maturity to January 2026. Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted SOFR for USD-denominated loans, adjusted SONIA for GBP-denominated loans, and EURIBOR for EUR-denominated loans. During the year ended December 31, 2024, we repaid our $250.0 million senior unsecured term loan in full upon maturity. Deferred financing costs were $2.2 million at December 31, 2024 and are included net of the term loans' principal balance, as compared to $0.1 million related to our 2023 term loans at December 31, 2023 on our consolidated balance sheets. These costs are being amortized over the remaining term of the term loans. As of December 31, 2024, we were in compliance with the covenants contained in the term loans. 69 69 69 Table of Contents Table of Contents **Current (2026):** In November 2025, we entered into a term loan agreement that amends and restates the previous agreement governing our $1.5 billion multi-currency term loan, dated January 6, 2023. The agreement provides for a £900.0 million Sterling-denominated term loan facility that will initially mature in January 2028, before giving effect to one twelve-month extension option. As of December 31, 2025, we had an outstanding balance of $1.2 billion. Our A3/A- credit ratings provide for a borrowing rate of 80 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 4.3% over the two-year term. In January 2024, in connection with the Merger, we entered into an amended and restated term loan agreement that replaced Spirit's then-existing term loans with various lenders. Pursuant to the agreement, we borrowed an aggregate of $800.0 million, $300.0 million of which was repaid upon its maturity in August 2025. The remaining $500.0 million, due August 2027, is subject to interest rate swaps that fix the effective interest rate at 3.3%. We also entered into an amended and restated term loan agreement pursuant to which we borrowed $500.0 million, which was repaid upon its maturity in June 2025. Deferred financing costs were $9.4 million as of December 31, 2025 and are included net of the term loans' principal balance, as compared to $2.2 million as of December 31, 2024 on our consolidated balance sheets. These costs are being amortized over the remaining term of the term loans. As of December 31, 2025, we were in compliance with the covenants contained in the term loans. 75 75 75 Table of Contents Table of Contents --- ## Modified: Other Income, Net **Key changes:** - Reworded sentence: "Other income, net increased by $5.8 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily from higher interest earned on cash and cash equivalent balances, in addition to higher insurance proceed gains and miscellaneous other income." - Reworded sentence: "The increase of $18.7 million in income taxes for the year ended December 31, 2025 as compared to the same period in 2024 is primarily attributable to higher taxable income in the U.K." **Prior (2025):** Other income, net decreased by $0.2 million for the year ended December 31, 2024 as compared with the same period in 2023, primarily due to lower gains on insurance proceeds, largely offset by higher interest on short-term investments. Income TaxesIncome taxes primarily consist of international income taxes accrued or paid by us and our subsidiaries, as well as state and local taxes. The increase of $14.6 million in income taxes for the year ended December 31, 2024 as compared with the same period in 2023 is primarily attributable to higher taxable income in the U.K. 35 35 35 Table of Contents Table of Contents **Current (2026):** Other income, net increased by $5.8 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily from higher interest earned on cash and cash equivalent balances, in addition to higher insurance proceed gains and miscellaneous other income. Income TaxesIncome taxes primarily consist of international income taxes accrued or paid by us and our subsidiaries, as well as state and local taxes. The increase of $18.7 million in income taxes for the year ended December 31, 2025 as compared to the same period in 2024 is primarily attributable to higher taxable income in the U.K. and Europe and higher state franchise taxes. --- ## Modified: Balance, net **Key changes:** - Reworded sentence: "(1)As of December 31, 2025, there were eight mortgages on 14 properties and as of December 31, 2024, there were 11 mortgages on 17 properties." **Prior (2025):** (1)At December 31, 2024, there were 11 mortgages on 17 properties and at December 31, 2023, there were 16 mortgages on 131 properties. With the exception of one GBP-denominated mortgage which is paid quarterly, the mortgages require monthly payments with principal payments due at maturity. At December 31, 2024 and December 31, 2023, all mortgages were at fixed interest rates. (1) The following table summarizes the maturity of mortgages payable as of December 31, 2024, excluding $0.5 million related to unamortized net premiums and discounts and deferred financing costs (dollars in millions): Year of MaturityPrincipal2025$43.4202612.0202722.320281.320291.3Thereafter1.0Total$81.3 **Current (2026):** (1)As of December 31, 2025, there were eight mortgages on 14 properties and as of December 31, 2024, there were 11 mortgages on 17 properties. The mortgages require monthly payments with principal payments due at maturity. As of December 31, 2025 and 2024, all mortgages were at fixed interest rates. (1) The following table summarizes the maturity of mortgages payable as of December 31, 2025, excluding $0.1 million related to unamortized net discounts and deferred financing costs (dollars in millions): Year of MaturityPrincipal2026$12.0202722.320281.320291.320301.0Thereafter - Total$37.9 --- ## Modified: LIQUIDITY AND CAPITAL RESOURCES **Key changes:** - Reworded sentence: "Our primary cash obligations are included in the "Material Cash Requirements" table, which is presented later in this section." - Reworded sentence: "We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facilities and commercial paper programs." **Prior (2025):** As of December 31, 2024, we had $3.7 billion of liquidity, which consists of cash and cash equivalents of $445.0 million, unsettled ATM forward equity of $91.8 million, and $3.1 billion of availability under our $4.25 billion unsecured revolving credit facility, net of $1.1 billion of borrowing on the revolving credit facility and after deducting $67.3 million in borrowings under our commercial paper programs. We use our unsecured revolving credit facility as a liquidity backstop for the repayment of the notes issued under our commercial paper programs. Our primary cash obligations, for the current year and subsequent years, are included in the "Material Cash Requirements" table, which is presented later in this section. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common stockholders, primarily through a combination of the following: •Cash and cash equivalents; •Future cash flows from operations; •Issuances of common stock or debt, or other securities offerings; •Additional borrowings under our revolving credit facility or commercial paper programs, which are backstopped by our credit facility; •Short-term loans; •Asset dispositions; and •Credit investment repayments In addition to these sources of liquidity, we are exploring various capital diversification initiatives, including the establishment of a third-party private capital open-end fund. We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity are sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facility and commercial paper programs. **Current (2026):** Our primary cash obligations are included in the "Material Cash Requirements" table, which is presented later in this section. We expect to fund our operating expenses and other short-term liquidity requirements, including property acquisitions and development costs, payment of principal and interest on our outstanding indebtedness, property improvements, re-leasing costs, and cash distributions to common stockholders, primarily through a combination of the following: •Cash and cash equivalents; •Future cash flows from operations; •Issuances of common stock or debt, or other securities offerings; •Additional borrowings under our credit facilities or commercial paper programs, which are backstopped by our credit facilities; •Short-term loans; •Asset dispositions; and •Credit investment repayments. In addition to these sources of liquidity, in 2025 we launched a perpetual life fund, raising approximately $1.5 billion in commitments from institutional investors. The Company anticipates to close its cornerstone equity capital raise round on or before March 31, 2026 and is capping its commitments during this round at $1.7 billion. The Company seeks to hold additional closings during the life of the Fund, and the Company intends to evaluate other opportunities to raise private capital in the future, including potentially through additional funds and/or joint venture opportunities. We believe that our cash and cash equivalents on hand, cash provided from operating activities, and borrowing capacity are sufficient to meet our liquidity needs for the next twelve months. We intend, however, to use permanent or long-term capital to fund property acquisitions and to repay future borrowings under our credit facilities and commercial paper programs. --- ## Modified: 3. Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands): **Key changes:** - Reworded sentence: "(in thousands): A.Accounts receivable, net, consist of the following at:December 31, 2025December 31, 2024Straight-line rent receivables, net$880,341 $694,844 Client receivables, net173,146 182,824 $1,053,487 $877,668 B.Lease intangible assets, net, consist of the following at:December 31, 2025December 31, 2024In-place leases$7,627,840 $7,347,301 Above-market leases2,251,857 2,203,420 Accumulated amortization of in-place leases(3,220,426)(2,487,302)Accumulated amortization of above-market leases(944,198)(742,338)Other items2,168 1,911 $5,717,241 $6,322,992 66 66 66 Table of Contents Table of Contents C.Other assets, net, consist of the following at:December 31, 2025December 31, 2024Loans receivable, net$1,682,117 $828,500 Financing receivables, net1,574,574 1,609,044 Right of use asset - financing leases, net827,644 653,353 Investment in preferred equity800,472 - Right of use asset - operating leases, net592,319 619,350 Restricted escrow deposits83,200 36,326 Prepaid expenses76,207 63,499 Value-added tax receivable75,005 48,075 Interest receivable33,805 16,071 Revolving credit facilities origination costs, net25,246 7,331 Corporate assets, net15,159 12,763 Derivative assets and receivables - at fair value8,018 47,165 Investment in sales type lease6,206 6,138 Non-refundable escrow deposits3,150 225 Impounds related to mortgages payable2,714 14,218 Other items89,864 56,510 $5,895,700 $4,018,568 Right of use asset - financing leases, net Right of use asset - financing leases, net Right of use asset - operating leases, net Right of use asset - operating leases, net D.Accounts payable and accrued expenses consist of the following at:December 31, 2025December 31, 2024Notes payable - interest payable$303,557 $261,605 Derivative liabilities and payables - at fair value205,695 81,524 Accrued income taxes120,228 84,884 Property taxes payable92,246 92,440 Value-added tax payable76,009 26,829 Accrued property expenses69,258 61,118 Accrued costs on properties under development36,064 59,602 Mortgages, term loans, and credit line - interest payable2,699 4,584 Other items155,213 86,830 $1,060,969 $759,416 E.Lease intangible liabilities, net, consist of the following at:December 31, 2025December 31, 2024Below-market leases$2,135,262 $2,119,200 Accumulated amortization of below-market leases(641,304)(483,430)$1,493,958 $1,635,770 F.Other liabilities consist of the following at:December 31, 2025December 31, 2024Rent received in advance and other deferred revenue $460,968 $352,334 Lease liability - operating leases429,675 452,956 Lease liability - financing leases121,434 77,190 Security deposits39,036 35,594 Other items15,696 5,054 $1,066,809 $923,128 Lease liability - operating leases Lease liability - operating leases Lease liability - financing leases Lease liability - financing leases 67 67 67 Table of Contents Table of Contents" **Prior (2025):** (in thousands): A.Accounts receivable, net, consist of the following at:December 31, 2024December 31, 2023Straight-line rent receivables, net$694,844 $516,692 Client receivables, net182,824 193,844 $877,668 $710,536 B.Lease intangible assets, net, consist of the following at:December 31, 2024December 31, 2023In-place leases$7,347,301 $5,500,404 Above-market leases2,203,420 1,811,400 Accumulated amortization of in-place leases(2,487,302)(1,746,377)Accumulated amortization of above-market leases(742,338)(549,319)Other items1,911 1,799 $6,322,992 $5,017,907 62 62 62 Table of Contents Table of Contents C.Other assets, net, consist of the following at:December 31, 2024December 31, 2023Financing receivables, net$1,609,044 $1,570,943 Loan receivable, net828,500 205,339 Right of use asset - financing leases, net653,353 706,837 Right of use asset - operating leases, net619,350 594,712 Prepaid expenses63,499 33,252 Value-added tax receivable48,075 100,672 Derivative assets and receivables - at fair value47,165 21,170 Restricted escrow deposits36,326 6,247 Interest receivable16,071 6,139 Impounds related to mortgages payable14,218 53,005 Corporate assets, net12,763 12,948 Credit facility origination costs, net7,331 12,264 Investment in sales type lease6,138 6,056 Non-refundable escrow deposits225 200 Other items56,510 38,859 $4,018,568 $3,368,643 Right of use asset - financing leases, net Right of use asset - financing leases, net Right of use asset - operating leases, net Right of use asset - operating leases, net D.Accounts payable and accrued expenses consist of the following at:December 31, 2024December 31, 2023Notes payable - interest payable$261,605 $218,811 Property taxes payable92,440 78,809 Accrued income taxes84,884 61,070 Derivative liabilities and payables - at fair value81,524 119,620 Accrued property expenses61,118 54,208 Accrued costs on properties under development59,602 65,967 Value-added tax payable26,829 64,885 Mortgages, term loans, and credit line - interest payable4,584 8,580 Accrued merger-related costs3,482 4,551 Other items83,348 62,025 $759,416 $738,526 E.Lease intangible liabilities, net, consist of the following at:December 31, 2024December 31, 2023Below-market leases$2,119,200 $1,728,027 Accumulated amortization of below-market leases(483,430)(321,174)$1,635,770 $1,406,853 F.Other liabilities consist of the following at:December 31, 2024December 31, 2023Lease liability - operating leases$452,956 $425,213 Rent received in advance and other deferred revenue 352,334 312,195 Lease liability - financing leases77,190 44,345 Security deposits35,594 28,250 Other items5,054 1,647 $923,128 $811,650 Lease liability - operating leases Lease liability - operating leases Lease liability - financing leases Lease liability - financing leases 63 63 63 Table of Contents Table of Contents **Current (2026):** (in thousands): A.Accounts receivable, net, consist of the following at:December 31, 2025December 31, 2024Straight-line rent receivables, net$880,341 $694,844 Client receivables, net173,146 182,824 $1,053,487 $877,668 B.Lease intangible assets, net, consist of the following at:December 31, 2025December 31, 2024In-place leases$7,627,840 $7,347,301 Above-market leases2,251,857 2,203,420 Accumulated amortization of in-place leases(3,220,426)(2,487,302)Accumulated amortization of above-market leases(944,198)(742,338)Other items2,168 1,911 $5,717,241 $6,322,992 66 66 66 Table of Contents Table of Contents C.Other assets, net, consist of the following at:December 31, 2025December 31, 2024Loans receivable, net$1,682,117 $828,500 Financing receivables, net1,574,574 1,609,044 Right of use asset - financing leases, net827,644 653,353 Investment in preferred equity800,472 - Right of use asset - operating leases, net592,319 619,350 Restricted escrow deposits83,200 36,326 Prepaid expenses76,207 63,499 Value-added tax receivable75,005 48,075 Interest receivable33,805 16,071 Revolving credit facilities origination costs, net25,246 7,331 Corporate assets, net15,159 12,763 Derivative assets and receivables - at fair value8,018 47,165 Investment in sales type lease6,206 6,138 Non-refundable escrow deposits3,150 225 Impounds related to mortgages payable2,714 14,218 Other items89,864 56,510 $5,895,700 $4,018,568 Right of use asset - financing leases, net Right of use asset - financing leases, net Right of use asset - operating leases, net Right of use asset - operating leases, net D.Accounts payable and accrued expenses consist of the following at:December 31, 2025December 31, 2024Notes payable - interest payable$303,557 $261,605 Derivative liabilities and payables - at fair value205,695 81,524 Accrued income taxes120,228 84,884 Property taxes payable92,246 92,440 Value-added tax payable76,009 26,829 Accrued property expenses69,258 61,118 Accrued costs on properties under development36,064 59,602 Mortgages, term loans, and credit line - interest payable2,699 4,584 Other items155,213 86,830 $1,060,969 $759,416 E.Lease intangible liabilities, net, consist of the following at:December 31, 2025December 31, 2024Below-market leases$2,135,262 $2,119,200 Accumulated amortization of below-market leases(641,304)(483,430)$1,493,958 $1,635,770 F.Other liabilities consist of the following at:December 31, 2025December 31, 2024Rent received in advance and other deferred revenue $460,968 $352,334 Lease liability - operating leases429,675 452,956 Lease liability - financing leases121,434 77,190 Security deposits39,036 35,594 Other items15,696 5,054 $1,066,809 $923,128 Lease liability - operating leases Lease liability - operating leases Lease liability - financing leases Lease liability - financing leases 67 67 67 Table of Contents Table of Contents --- ## Modified: As OfNumber ofProperties (1)WeightedAverageStatedInterestRate WeightedAverageEffectiveInterestRate WeightedAverageRemainingYears UntilMaturityRemainingPrincipalBalanceUnamortizedDiscountand DeferredFinancing CostsBalance, netMortgagesPayableBalanceDecember 31, 2025144.9 %5.9 %1.8$37.9 $(0.1)$37.8 December 31, 2024174.0 %4.5 %1.4$81.3 $(0.5)$80.8 **Prior (2025):** As Of Number of Properties (1) Weighted Average Stated Interest Rate Weighted Average Effective Interest Rate **Current (2026):** As Of Number of Properties (1) Weighted Average Stated Interest Rate Weighted Average Effective Interest Rate --- ## Modified: 8. Credit Facilities and Commercial Paper Programs **Key changes:** - Reworded sentence: "RI Credit Facilities In April 2025, we entered into new $4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $4.25 billion unsecured revolving credit facility." - Reworded sentence: "("VEREIT") in 2021 and unexchanged 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)." - Reworded sentence: "As of December 31, 2025, the balance of borrowings outstanding under our commercial paper programs totaled $516.8 million, including $39.0 million of USD borrowings and €407.0 million of EUR borrowings, compared to $67.3 million outstanding commercial paper borrowings, comprised entirely of €65.0 million of EUR borrowings, as of December 31, 2024." - Reworded sentence: "We regularly review our credit facilities and commercial paper programs and may seek to extend, renew, or replace our credit facilities and commercial paper programs, to the extent we deem appropriate." **Prior (2025):** A. Credit Facility We have a $4.25 billion unsecured revolving multi-currency credit facility that matures in June 2026, includes two six-month extensions that can be exercised at our option, and allows us to borrow in up to 14 currencies, including USD. Our revolving credit facility also has a $1.0 billion expansion option, which is subject to obtaining lender commitments. Under our revolving credit facility, our investment grade credit ratings at December 31, 2024 provide for USD borrowings at Secured Overnight Financing Rate ("SOFR"), plus 0.725% with a SOFR adjustment charge of 0.10% and a revolving credit facility fee of 0.125%, for all-in pricing of 0.95% over SOFR, for British Pound Sterling ("GBP") borrowings, at the SONIA, plus 0.725% with a SONIA adjustment charge of 0.0326% and a revolving credit facility fee of 0.125%, for all-in pricing of 0.8826% over SONIA, and Euro ("EUR") borrowings at one-month Euro Interbank Offered Rate ("EURIBOR"), plus 0.725%, and a revolving credit facility fee of 0.125%, for all-in pricing of 0.85% over one-month EURIBOR. As of December 31, 2024, we had a borrowing capacity of $3.19 billion available on our revolving credit facility (subject to customary conditions to borrowing) and an outstanding balance of $1.1 billion, including £376.0 million GBP and €572.0 million EUR borrowings. There was no outstanding balance at December 31, 2023. The weighted average interest rate on outstanding borrowings under our revolving credit facility was 5.7% and 4.8% during the years ended December 31, 2024 and 2023, respectively. At December 31, 2024, our weighted average interest rate on borrowings outstanding under our revolving credit facility was 4.4%. Our revolving credit facility is subject to various leverage and interest coverage ratio limitations, and at December 31, 2024, we were in compliance with the covenants under our revolving credit facility. 68 68 68 Table of Contents Table of Contents As of December 31, 2024, credit facility origination costs of $7.3 million are included in 'Other assets, net', as compared to $12.3 million at December 31, 2023, on our consolidated balance sheets. These costs are being amortized over the remaining term of our revolving credit facility. B. Commercial Paper Programs We have a USD-denominated unsecured commercial paper program, under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.5 billion, as well as a EUR-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $1.5 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. ("VEREIT") in 2021 and unexchanged Spirit bonds, including borrowings under our revolving credit facility, 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 December 31, 2024, the balance of borrowings outstanding under our commercial paper programs was $67.3 million, including €65.0 million of EUR borrowings, as compared to $764.4 million outstanding commercial paper borrowings, including €583.0 million of EUR borrowings, at December 31, 2023. The weighted average interest rate on outstanding borrowings under our commercial paper programs was 4.6% and 4.8% for the years ended December 31, 2024 and 2023, respectively. We use our $4.25 billion revolving credit facility 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. We review our credit facility and commercial paper programs and may seek to extend, renew, or replace our credit facility and commercial paper programs, to the extent we deem appropriate. **Current (2026):** A. RI Credit Facilities In April 2025, we entered into new $4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $4.25 billion unsecured revolving credit facility. Our new revolving credit facilities include (a) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the "RI Credit Facilities"). The RI Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. The RI Credit Facilities allow us to borrow (a) under the two-year revolving credit facility (i) in up to four currencies (including USD) under a $1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $500.0 million tranche thereunder, and (b) under the four-year revolving credit facility (i) in up to four currencies (including USD) under a $1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $500.0 million tranche thereunder. The aggregate capacity of the RI Credit Facilities can be increased to up to $5.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments. Under the RI Credit Facilities, our investment grade credit ratings as of December 31, 2025 provide for (i) USD borrowings at the Secured Overnight Financing Rate ("SOFR") plus 0.725% and (ii) British Pound Sterling ("GBP") borrowings at the SONIA plus 0.725%, and (iii) EURO ("EUR") borrowings at EURIBOR plus 0.725%. A revolving credit facility commitment fee of 0.125% is payable on the total commitment amount. The credit agreement also provides flexibility to elect different interest rate tenors or daily rate options for each currency tranche. As of December 31, 2025, we had a borrowing capacity of $2.7 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $1.3 billion, including £597.0 million GBP and €444.0 million EUR borrowings. As of December 31, 2024, under our previous revolving credit facility, we had an outstanding balance of $1.1 billion, including £376.0 million GBP and €572.0 million EUR borrowings. The weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 4.3% during the year ended December 31, 2025. The weighted average interest rate on outstanding borrowings under our previous revolving credit facility was 5.7% during the year ended December 31, 2024. As of December 31, 2025, the weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 3.7%. As of December 31, 2025, origination costs of $19.0 million for RI Credit Facilities are included in 'Other assets, net', as compared to $7.3 million related to our previous revolving credit facility as of December 31, 2024, on our consolidated balance sheets. These costs are being amortized over the remaining term of our RI Credit Facilities. B. Fund Credit Facilities In connection with the closing of the RI Credit Facilities, the Fund entered into a newly-established $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 which is available to be drawn for twelve months after April 29, 2025 (the "Closing Date") (collectively, the "Fund Credit Facilities"). The revolving credit facility under the Fund Credit Facilities matures in April 2029 and the delayed draw term loan under the Fund Credit Facilities matures in April 2028. The Fund Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. The aggregate amount under the Fund Credit Facilities 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 Fund Credit Facilities bear interest at one-month term SOFR plus 0.725%. A revolving credit facility commitment fee of 0.125% is payable on the total commitment amount. In addition, a commitment fee of 0.20% is payable on undrawn delayed draw term loan commitments. As of December 31, 2025, we had a borrowing capacity of $1.2 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $182.0 million under the unsecured revolving credit facility. The weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.4% during the year ended December 31, 2025. As of December 31, 2025, the weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.6%. As of December 31, 2025, origination costs of $6.2 million for the Fund Credit Facilities are included in 'Other assets, net' on our consolidated balance sheets, and are being amortized over the remaining term of the facilities. An additional $3.0 million was allocated to the delayed draw term loan arrangement and will not be amortized until the loan is drawn. 74 74 74 Table of Contents Table of Contents C. Commercial Paper Programs We have a USD-denominated unsecured commercial paper program, under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.5 billion, as well as a EUR-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $1.5 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. ("VEREIT") in 2021 and unexchanged 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 December 31, 2025, the balance of borrowings outstanding under our commercial paper programs totaled $516.8 million, including $39.0 million of USD borrowings and €407.0 million of EUR borrowings, compared to $67.3 million outstanding commercial paper borrowings, comprised entirely of €65.0 million of EUR borrowings, as of December 31, 2024. The weighted average interest rate on outstanding borrowings under our commercial paper programs was 2.3% and 4.6% for the years ended December 31, 2025 and 2024, 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. We regularly review our credit facilities and commercial paper programs and may seek to extend, renew, or replace our credit facilities and commercial paper programs, to the extent we deem appropriate. D. Financial Covenants Our credit facilities are subject to various leverage and interest coverage ratio limitations, and as of December 31, 2025, we were in compliance with the covenants under our credit facilities. --- ## Modified: Three months ended December 31, 2025 **Key changes:** - Reworded sentence: "Properties available for lease as of September 30, 2025 Lease expirations (1) Properties available for lease as of December 31, 2025" **Prior (2025):** Properties available for lease at September 30, 2024 Lease expirations (1) Properties available for lease at December 31, 2024 **Current (2026):** Properties available for lease as of September 30, 2025 Lease expirations (1) Properties available for lease as of December 31, 2025 --- ## Modified: Investments **Key changes:** - Reworded sentence: "During the year ended December 31, 2025, we invested $6.3 billion at an initial weighted average cash yield of 7.3%, including investments in 380 properties, properties under development or expansion, unconsolidated entities, a preferred equity investment, and loans." **Prior (2025):** During the year ended December 31, 2024, we invested $3.9 billion at an initial weighted average cash yield of 7.4%, including an investment in 546 properties, properties under development or expansion, and investments in loans. See notes 4, Investments in Real Estate, 5, Investments in Unconsolidated Entities, and 6, Investments in Loans and Financing Receivables, to the consolidated financial statements contained in this annual report for further details. **Current (2026):** During the year ended December 31, 2025, we invested $6.3 billion at an initial weighted average cash yield of 7.3%, including investments in 380 properties, properties under development or expansion, unconsolidated entities, a preferred equity investment, and loans. See notes 4 through 7 to the consolidated financial statements for further details. --- ## Modified: 12. Noncontrolling Interests **Key changes:** - Reworded sentence: "As of December 31, 2025, we have 12 entities with noncontrolling interests that we consolidate, including our U.S." - Reworded sentence: "The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2025 (in thousands): U.S." **Prior (2025):** As of December 31, 2024, we have ten entities with noncontrolling interests that we consolidate, including an operating partnership, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us. At December 31, 2024, outstanding common partnership units in Realty Income, L.P. represented 9.95% ownership interest in Realty Income L.P. We hold the remaining 90.05% interest and consolidate the entity. None of our common partnership units have voting rights. Common partnership units are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock, at our option, and at a conversion ratio of 1.02934. These issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate. We determined that the units meet the requirements to qualify for presentation as permanent equity. 73 73 73 Table of Contents Table of Contents The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2024 (in thousands): Realty Income, L.P. units (1)Other Noncontrolling InterestsTotalCarrying value at December 31, 2022$115,801 $14,339 $130,140 Contributions - 40,097 40,097 Distributions(5,663)(3,677)(9,340)Allocation of net income3,934 671 4,605 Carrying value at December 31, 2023$114,072 $51,430 $165,502 Contributions - 2,022 2,022 Distributions (6,810)(3,588)(10,398)Allocation of net income5,898 671 6,569 Issuance of common partnership units54,643 (7,390)47,253 Carrying value at December 31, 2024$167,803 $43,145 $210,948 **Current (2026):** As of December 31, 2025, we have 12 entities with noncontrolling interests that we consolidate, including our U.S. Private Fund Business, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us. During the year ended December 31, 2025, we launched an open-end, perpetual life private fund, which is consolidated by Realty Income. In September 2025, we held an initial closing raising $716.0 million of third-party investor commitments, of which $486.4 million was called during the three months ended December 31, 2025. As of the closing date, the Fund's seed portfolio was comprised of 183 properties contributed by Realty Income. As of December 31, 2025, we owned approximately 69% of the outstanding limited partnership interests in the Fund. 78 78 78 Table of Contents Table of Contents The Fund issues limited partnership ("LP") units to investors, none of which hold voting rights. As the Fund's General Partner ("GP"), Realty Income manages all investment and operational decisions. The Fund aims to make quarterly, pro-rata distributions to partners, as determined by the GP, based on their percentage interests. LP units are not mandatorily redeemable, and investors do not have the right to require redemption. Any redemption of LP units may occur only at the sole discretion of the GP. After evaluating the terms of the partnership agreement, including the absence of mandatory redemption features, and the GP's discretion over the redemptions, we determined that the LP units meet the requirements for classification as permanent equity. With respect to Realty Income, L.P., as of December 31, 2025, outstanding common partnership units in our operating partnership represented a 9.95% ownership interest. We hold the remaining 90.05% interest and consolidate the entity. None of our common partnership units have voting rights. Common partnership units are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock, at our option, and at a conversion ratio of 1.02934. These issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate. We determined that the units meet the requirements to qualify for presentation as permanent equity. The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2025 (in thousands): U.S. Private Fund BusinessRealty Income, L.P. units (1)Other Noncontrolling InterestsTotalCarrying value as of December 31, 2023$ - $114,072 $51,430 $165,502 Contributions - - 2,022 2,022 Distributions - (6,810)(3,588)(10,398)Allocation of net income - 5,898 671 6,569 Issuance of common partnership units - 54,643 (7,390)47,253 Carrying value as of December 31, 2024$ - $167,803 $43,145 $210,948 Contributions 486,400 - 2,055 488,455 Distributions - (8,897)(3,144)(12,041)Allocation of net income3,963 6,757 473 11,193 Reallocation of equity (2)(13,282) - - (13,282)Carrying value as of December 31, 2025$477,081 $165,663 $42,529 $685,273 --- ## Modified: Provisions for Impairment **Key changes:** - Reworded sentence: "The following table summarizes our provisions for impairment during the periods indicated below (in thousands): Years ended December 31,20252024ChangeProvisions for impairment of real estate$434,497 $319,032 $115,465 Provisions for credit losses36,838 106,801 (69,963)Provisions for impairment$471,335 $425,833 $45,502 Provisions for impairment of real estate increased by $115.5 million during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to properties that were sold or are more likely than not to be sold in the next twelve months and properties leased to clients in bankruptcy or experiencing financial distress." **Prior (2025):** The following table summarizes our provisions for impairment during the periods indicated below (in millions): Years ended December 31,20242023Provisions for impairment of real estate$319.0 $82.2 Provision for credit losses106.8 4.9 Provisions for impairment$425.8 $87.1 Provisions for impairment increased by $338.7 million for the year ended December 31, 2024, as compared with the same period in 2023, as a result of increases of $236.8 million in impairment of real estate, primarily due to a higher number of properties impaired under the held for sale model, and $101.9 million in higher credit losses recognized on financing receivables for distressed clients accounted for under sales leaseback transactions. **Current (2026):** The following table summarizes our provisions for impairment during the periods indicated below (in thousands): Years ended December 31,20252024ChangeProvisions for impairment of real estate$434,497 $319,032 $115,465 Provisions for credit losses36,838 106,801 (69,963)Provisions for impairment$471,335 $425,833 $45,502 Provisions for impairment of real estate increased by $115.5 million during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to properties that were sold or are more likely than not to be sold in the next twelve months and properties leased to clients in bankruptcy or experiencing financial distress. Provisions for credit losses decreased by $70.0 million during the year ended December 31, 2025 as compared to the same period in 2024, primarily due to lower credit losses recognized on financing receivables related to distressed clients accounted for under sales leaseback transactions. --- ## Modified: CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME **Key changes:** - Reworded sentence: "(in thousands, except per share amounts) Years ended December 31, 202520242023REVENUERental (including reimbursements)$5,437,332 $5,043,748 $3,958,150 Other312,045 227,394 120,843 Total revenue5,749,377 5,271,142 4,078,993 EXPENSESDepreciation and amortization2,524,200 2,395,644 1,895,177 Interest1,134,879 1,016,955 730,423 Property (including reimbursements)428,800 377,675 316,964 General and administrative202,554 176,895 144,536 Provisions for impairment471,335 425,833 87,082 Merger, transaction, and other costs, net24,214 96,292 14,464 Total expenses4,785,982 4,489,294 3,188,646 Gain on sales of real estate177,640 117,275 25,667 Foreign currency and derivative (loss) gain, net(28,653)3,420 (13,414)Equity in earnings of unconsolidated entities13,330 7,793 2,546 Other income, net29,417 23,606 23,789 Income before income taxes1,155,129 933,942 928,935 Income taxes(85,346)(66,601)(52,021)Net income1,069,783 867,341 876,914 Net income attributable to noncontrolling interests(11,193)(6,569)(4,605)Net income attributable to the Company1,058,590 860,772 872,309 Preferred stock dividends - (7,763) - Excess of redemption value over carrying value of preferred shares redeemed - (5,116) - Net income available to common stockholders$1,058,590 $847,893 $872,309 Amounts available to common stockholders per common share:Net income, basic and diluted $1.17 $0.98 $1.26 Weighted average common shares outstanding:Basic907,169 862,959 692,298 Diluted908,334 863,792 693,024 Net income available to common stockholders$1,058,590 $847,893 $872,309 Other comprehensive income (loss):Foreign currency translation adjustment91,941 (32,883)64,326 Unrealized loss on derivatives, net(25,151)(2,782)(37,265)Total other comprehensive income (loss) $66,790 $(35,665)$27,061 Comprehensive income available to common stockholders$1,125,380 $812,228 $899,370" **Prior (2025):** (in thousands, except per share amounts) Years ended December 31, 202420232022REVENUERental (including reimbursable)$5,043,748 $3,958,150 $3,299,657 Other227,394 120,843 44,024 Total revenue5,271,142 4,078,993 3,343,681 EXPENSESDepreciation and amortization2,395,644 1,895,177 1,670,389 Interest1,016,955 730,423 465,223 Property (including reimbursable)377,675 316,964 226,330 General and administrative176,895 144,536 138,459 Provisions for impairment425,833 87,082 25,860 Merger, transaction, and other costs, net96,292 14,464 13,897 Total expenses4,489,294 3,188,646 2,540,158 Gain on sales of real estate117,275 25,667 102,957 Foreign currency and derivative gain (loss), net3,420 (13,414)(13,311)Gain on extinguishment of debt - - 367 Equity in earnings of unconsolidated entities7,793 2,546 (6,448)Other income, net23,606 23,789 30,511 Income before income taxes933,942 928,935 917,599 Income taxes(66,601)(52,021)(45,183)Net income867,341 876,914 872,416 Net income attributable to noncontrolling interests(6,569)(4,605)(3,008)Net income attributable to the Company860,772 872,309 869,408 Preferred stock dividends(7,763) - - Excess of redemption value over carrying value of preferred shares redeemed(5,116) - - Net income available to common stockholders$847,893 $872,309 $869,408 Amounts available to common stockholders per common share:Net income, basic and diluted $0.98 $1.26 $1.42 Weighted average common shares outstanding:Basic862,959 692,298 611,766 Diluted863,792 693,024 612,181 Net income available to common stockholders$847,893 $872,309 $869,408 Total other comprehensive (loss) incomeForeign currency translation adjustment(32,883)64,326 (55,154)Unrealized (loss) gain on derivatives, net(2,782)(37,265)97,054 Total other comprehensive (loss) income$(35,665)$27,061 $41,900 Comprehensive income available to common stockholders$812,228 $899,370 $911,308 **Current (2026):** (in thousands, except per share amounts) Years ended December 31, 202520242023REVENUERental (including reimbursements)$5,437,332 $5,043,748 $3,958,150 Other312,045 227,394 120,843 Total revenue5,749,377 5,271,142 4,078,993 EXPENSESDepreciation and amortization2,524,200 2,395,644 1,895,177 Interest1,134,879 1,016,955 730,423 Property (including reimbursements)428,800 377,675 316,964 General and administrative202,554 176,895 144,536 Provisions for impairment471,335 425,833 87,082 Merger, transaction, and other costs, net24,214 96,292 14,464 Total expenses4,785,982 4,489,294 3,188,646 Gain on sales of real estate177,640 117,275 25,667 Foreign currency and derivative (loss) gain, net(28,653)3,420 (13,414)Equity in earnings of unconsolidated entities13,330 7,793 2,546 Other income, net29,417 23,606 23,789 Income before income taxes1,155,129 933,942 928,935 Income taxes(85,346)(66,601)(52,021)Net income1,069,783 867,341 876,914 Net income attributable to noncontrolling interests(11,193)(6,569)(4,605)Net income attributable to the Company1,058,590 860,772 872,309 Preferred stock dividends - (7,763) - Excess of redemption value over carrying value of preferred shares redeemed - (5,116) - Net income available to common stockholders$1,058,590 $847,893 $872,309 Amounts available to common stockholders per common share:Net income, basic and diluted $1.17 $0.98 $1.26 Weighted average common shares outstanding:Basic907,169 862,959 692,298 Diluted908,334 863,792 693,024 Net income available to common stockholders$1,058,590 $847,893 $872,309 Other comprehensive income (loss):Foreign currency translation adjustment91,941 (32,883)64,326 Unrealized loss on derivatives, net(25,151)(2,782)(37,265)Total other comprehensive income (loss) $66,790 $(35,665)$27,061 Comprehensive income available to common stockholders$1,125,380 $812,228 $899,370 --- ## Modified: Location of (Decrease) Increase Recognized in Income **Key changes:** - Reworded sentence: "Foreign currency and derivative (loss) gain, net Foreign currency and derivative (loss) gain, net Foreign currency and derivative (loss) gain, net" **Prior (2025):** Foreign currency and derivative gain (loss), net Foreign currency and derivative gain (loss), net Foreign currency and derivative gain (loss), net Foreign currency and derivative gain (loss), net **Current (2026):** Foreign currency and derivative (loss) gain, net Foreign currency and derivative (loss) gain, net Foreign currency and derivative (loss) gain, net --- ## Modified: Note Issuances **Key changes:** - Reworded sentence: "In October 2025, we issued $400.0 million of 3.950% senior unsecured notes due February 2029 and $400.0 million of 4.500% senior unsecured notes due February 2033." **Prior (2025):** In September 2024, we issued £350.0 million of 5.000% senior unsecured notes due October 2029 and £350.0 million of 5.250% senior unsecured notes due September 2041. In August 2024, we issued $500.0 million of 5.375% senior unsecured notes due September 2054. In January 2024, we issued $450.0 million of 4.750% senior unsecured notes due February 2029 and $800.0 million of 5.125% senior unsecured notes due February 2034. In connection with the Merger, we also completed the $2.7 billion exchange in principal of outstanding notes issued by Spirit Realty, L.P. ("Spirit OP"). See note 10, Notes Payable, to the consolidated financial statements contained in this annual report for further details. **Current (2026):** In October 2025, we issued $400.0 million of 3.950% senior unsecured notes due February 2029 and $400.0 million of 4.500% senior unsecured notes due February 2033. In June 2025, we issued €650.0 million of 3.375% senior unsecured notes due June 2031 and €650.0 million of 3.875% senior unsecured notes due June 2035. 30 30 30 Table of Contents Table of Contents In April 2025, we issued $600.0 million of 5.125% senior unsecured notes due April 2035. See note 11, Notes Payable, to the consolidated financial statements for further details. --- ## Modified: Interest Expense **Key changes:** - Reworded sentence: "The following is a summary of the components of our interest expense (in thousands): Years ended December 31,20252024ChangeInterest on our revolving credit facilities, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps$1,114,048$1,018,445$95,603 Credit facility commitment fees6,0525,401651 Amortization of debt origination and deferred financing costs29,65223,9395,713 Gain on interest rate swaps(7,322)(7,180)(142)Amortization of net mortgage and note discounts (premiums)7,069(3,279)10,348 Capital lease obligation2,4142,025389 Interest capitalized(17,034)(22,396)5,362 Interest expense$1,134,879$1,016,955$117,924Revolving credit facilities, commercial paper, term loans, mortgages and senior unsecured notes and bondsAverage outstanding balances$28,319,680$25,508,037$2,811,643Weighted average interest rates3.93 %4.07 % Interest on our revolving credit facilities, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps" **Prior (2025):** The following is a summary of the components of our interest expense (in thousands): Years ended December 31,20242023Interest on our credit facility, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps$1,018,445$788,344Credit facility commitment fees5,4015,357Amortization of debt origination and deferred financing costs23,93926,670Gain on interest rate swaps(7,180)(7,189)Amortization of net mortgage premiums and discounts30(12,803)Amortization of net note premiums and discounts(3,309)(60,657)Capital lease obligation2,0251,509Interest capitalized(22,396)(10,808)Interest expense$1,016,955$730,423Credit facility, commercial paper, term loans, mortgages and senior unsecured notes and bondsAverage outstanding balances$25,508,037$20,537,222Weighted average interest rates4.07 %3.83 % Interest on our credit facility, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps **Current (2026):** The following is a summary of the components of our interest expense (in thousands): Years ended December 31,20252024ChangeInterest on our revolving credit facilities, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps$1,114,048$1,018,445$95,603 Credit facility commitment fees6,0525,401651 Amortization of debt origination and deferred financing costs29,65223,9395,713 Gain on interest rate swaps(7,322)(7,180)(142)Amortization of net mortgage and note discounts (premiums)7,069(3,279)10,348 Capital lease obligation2,4142,025389 Interest capitalized(17,034)(22,396)5,362 Interest expense$1,134,879$1,016,955$117,924Revolving credit facilities, commercial paper, term loans, mortgages and senior unsecured notes and bondsAverage outstanding balances$28,319,680$25,508,037$2,811,643Weighted average interest rates3.93 %4.07 % Interest on our revolving credit facilities, commercial paper, term loans, mortgages, senior unsecured notes and bonds, and interest rate swaps --- ## Modified: amortization **Key changes:** - Reworded sentence: "Gain on Sales of Real Estate The following table summarizes our properties sold during the periods indicated below (dollars in millions):Years ended December 31,202520242023Number of properties425 294 121 Net sales proceeds$744.0 $589.5 $117.4 Gain on sales of real estate$177.6 $117.3 $25.7 69 69 69 Table of Contents Table of Contents" **Prior (2025):** expense D. Gain on Sales of Real Estate The following table summarizes our properties sold during the periods indicated below (dollars in millions):Years ended December 31,202420232022Number of properties294 121 170 Net sales proceeds$589.5 $117.4 $436.1 Gain on sales of real estate$117.3 $25.7 $103.0 65 65 65 Table of Contents Table of Contents **Current (2026):** expense D. Gain on Sales of Real Estate The following table summarizes our properties sold during the periods indicated below (dollars in millions):Years ended December 31,202520242023Number of properties425 294 121 Net sales proceeds$744.0 $589.5 $117.4 Gain on sales of real estate$177.6 $117.3 $25.7 69 69 69 Table of Contents Table of Contents --- ## Modified: Long-Term Liquidity Requirements **Key changes:** - Reworded sentence: "Our primary goal is to deliver dependable monthly dividends to stockholders that increase over time." - Reworded sentence: "While the issuance of common stock has historically been an important component of our capital structure, we continue to broaden and diversify our sources of capital to reduce reliance on the public capital markets." **Prior (2025):** Our goal is to deliver dependable monthly dividends to our stockholders that increase over time. Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, investments in loans to clients, property development, and capital expenditures by issuing common stock, long-term unsecured notes, and term loan borrowings. Over the long term, we believe that common stock should be the majority of our capital structure. We may issue common stock when we believe our share price is at a level that allows for the proceeds of an offering to be accretively invested into additional properties or to permanently finance properties that were initially financed by our revolving credit facility, commercial paper programs, or shorter-term debt securities. However, we cannot assure you that we will have access to the capital markets at all times and at terms that are acceptable to us. **Current (2026):** Our primary goal is to deliver dependable monthly dividends to stockholders that increase over time. Historically, we have met our principal short-term and long-term capital needs, including the funding of high-quality real estate acquisitions, investments in loans to clients, property development, and capital expenditures by issuing common stock, long-term unsecured notes, and term loan borrowings. While the issuance of common stock has historically been an important component of our capital structure, we continue to broaden and diversify our sources of capital to reduce reliance on the public capital markets. This approach enhances capital availability across market cycles, improves cost‑of‑capital certainty, and increases financial flexibility. However, there can be no assurance that our efforts will be successful. 32 32 32 Table of Contents Table of Contents --- ## Modified: Equity Capital Raising **Key changes:** - Reworded sentence: "In November 2025, 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." **Prior (2025):** During 2024, we raised $1.8 billion of proceeds from the sale of common stock, at a weighted average price of $58.33 per share, primarily through proceeds from the sale of common stock through our ATM program. The ATM program issuances during 2024 included 30.2 million shares issued pursuant to forward sale confirmations. As of December 31, 2024, 1.8 million shares of common stock subject to forward sale confirmations have been executed but not settled. See note 15, Stockholders' Equity, to the consolidated financial statements contained in this annual report for further details. **Current (2026):** In November 2025, 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. During the year ended December 31, 2025, we raised $2.4 billion of proceeds from the sale of common stock at a weighted average price of $57.14 per share, primarily through the settlement of 42.0 million shares of common stock under our ATM program. As of December 31, 2025, we had outstanding forward sale agreements under our ATM program for a total of 12.6 million shares of common stock, representing expected net proceeds of approximately $708.5 million (assuming full physical settlement of such agreements). See note 16, Stockholders' Equity, to the consolidated financial statements contained in this annual report for further details. --- ## Modified: Litigation risks could affect our business. **Key changes:** - Reworded sentence: "From time to time, we are involved in legal proceedings, lawsuits, claims, regulatory inquiries, investigations, and other disputes that arise in the ordinary course of business." **Prior (2025):** From time to time, we are involved in legal proceedings, lawsuits, and other claims including those that may arise out of mergers and acquisitions, acquisitions, development opportunities, dispositions, disputes with clients, joint ventures, funds, and other strategic transactions. An unfavorable resolution of litigation may have a material adverse effect on our business, results of operations and financial condition. Regardless of its outcome, litigation may result in substantial costs and expenses and significantly divert the attention of management. **Current (2026):** From time to time, we are involved in legal proceedings, lawsuits, claims, regulatory inquiries, investigations, and other disputes that arise in the ordinary course of business. As our business has evolved and the scope and complexity of our operations and transactions have increased, including through mergers, acquisitions, development opportunities, dispositions, joint ventures, co-investment ventures, private capital transactions, debt investments, funds and other strategic transactions, we may be subject to an increased risk of litigation and other claims. Such matters may involve, among other things, contractual disputes, fiduciary duty claims, compliance with applicable laws and regulations (including the Americans with Disabilities Act of 1990 and building performance standards and related enforcement) and disagreements with partners, investors, clients or other counterparties. An unfavorable resolution of any such matter could have a material adverse effect on our business, results of operations, financial condition and cash flows. Regardless of outcome, litigation and related proceedings and investigations may result in substantial costs and expenses, be time-consuming and disruptive to our operations and brand, and significantly divert management and personnel attention and other resources. --- ## Modified: Revolving credit facilities, commercial paper, term loans, mortgages and senior unsecured notes and bonds **Key changes:** - Reworded sentence: "Interest expense increased by $117.9 million, or 11.6%, for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher average borrowings in 2025, as well as higher amortization of net note discounts (premiums) and deferred financing costs." **Prior (2025):** Interest expense increased by $286.6 million for the year ended December 31, 2024 as compared with the same period in 2023, primarily due to higher average borrowings and weighted average interest rates. Included in the overall increase, $67.4 million was from lower non-cash amortization of debt discounts and premiums, primarily due to the amortization of the discount recorded to reflect the fair value of senior notes exchanged in the Merger. These increases were partially offset by higher capitalized interest driven by increased development activity. See notes to the accompanying consolidated financial statements contained in this annual report for additional information regarding our indebtedness. **Current (2026):** Interest expense increased by $117.9 million, or 11.6%, for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher average borrowings in 2025, as well as higher amortization of net note discounts (premiums) and deferred financing costs. See notes to the accompanying consolidated financial statements for additional information regarding our indebtedness. --- ## Modified: Rental Revenue (reimbursements) **Key changes:** - Reworded sentence: "Contractually obligated reimbursements by our clients increased by $37.3 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio." **Prior (2025):** A number of our leases provide for contractually obligated reimbursements from clients for recoverable real estate taxes and operating expenses. Contractually obligated reimbursements by our clients increased by $28.9 million for the year ended December 31, 2024 as compared with the same period in 2023, primarily due to the growth of our portfolio due to acquisitions; partially offset by lower recoverable taxes as a result of a modification of tax remittance terms with a client in the prior year. **Current (2026):** A number of our leases provide for contractually obligated reimbursements from clients for recoverable real estate taxes and operating expenses. Contractually obligated reimbursements by our clients increased by $37.3 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio. --- ## Modified: Property Expenses (excluding reimbursements) **Key changes:** - Reworded sentence: "Property expenses (excluding reimbursements) consist of costs associated with properties available for lease, non-net-leased properties and general portfolio expenses and include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections and legal fees." **Prior (2025):** Property expenses (excluding reimbursable) consist of costs associated with properties available for lease, non-net-leased properties and general portfolio expenses and include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections and legal fees. Property expenses (excluding reimbursable) increased by $31.8 million for the year ended December 31, 2024 as compared with the same period in 2023, primarily due to a higher number of properties available for lease compared with the same periods in 2023, in addition to acquisitions in 2023 and 2024 in which the lease terms do not obligate the tenant to pay certain expenses, which resulted in higher repairs and maintenance costs, property insurance and taxes. **Current (2026):** Property expenses (excluding reimbursements) consist of costs associated with properties available for lease, non-net-leased properties and general portfolio expenses and include, but are not limited to, property taxes, maintenance, insurance, utilities, property inspections and legal fees. Property expenses (excluding reimbursements) increased by $13.8 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to the volume of asset acquisitions during the period resulting in higher repairs and maintenance costs and property management expenses. 39 39 39 Table of Contents Table of Contents --- ## Modified: CONSOLIDATED BALANCE SHEETS **Key changes:** - Reworded sentence: "(in thousands, except per share amounts) December 31, 2025December 31, 2024ASSETSReal estate held for investment, at cost:Land$18,368,029 $17,320,520 Buildings and improvements43,824,410 40,974,535 Total real estate held for investment, at cost62,192,439 58,295,055 Less accumulated depreciation and amortization(8,778,536)(7,381,083)Real estate held for investment, net53,413,903 50,913,972 Real estate and lease intangibles held for sale, net91,784 94,979 Cash and cash equivalents434,842 444,962 Accounts receivable, net1,053,487 877,668 Lease intangible assets, net5,717,241 6,322,992 Goodwill4,932,199 4,932,199 Investment in unconsolidated entities1,256,456 1,229,699 Other assets, net5,895,700 4,018,568 Total assets$72,795,612 $68,835,039 LIABILITIES AND EQUITYDistributions payable$255,171 $238,045 Accounts payable and accrued expenses1,060,969 759,416 Lease intangible liabilities, net1,493,958 1,635,770 Other liabilities1,066,809 923,128 Revolving credit facilities and commercial paper2,023,414 1,130,201 Term loans, net1,701,615 2,358,417 Mortgages payable, net37,761 80,784 Notes payable, net25,031,947 22,657,592 Total liabilities$32,671,644 $29,783,353 Commitments and contingencies (Note 22)Stockholders' equity:Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 933,975 and 891,511 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively$49,861,660 $47,451,068 Distributions in excess of net income(10,527,984)(8,648,559)Accumulated other comprehensive income105,019 38,229 Total stockholders' equity$39,438,695 $38,840,738 Noncontrolling interests685,273 210,948 Total equity$40,123,968 $39,051,686 Total liabilities and equity$72,795,612 $68,835,039 Commitments and contingencies (Note 22) Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 933,975 and 891,511 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively" **Prior (2025):** (in thousands, except per share amounts) December 31, 2024December 31, 2023ASSETSReal estate held for investment, at cost:Land$17,320,520 $14,929,310 Buildings and improvements40,974,535 34,657,094 Total real estate held for investment, at cost58,295,055 49,586,404 Less accumulated depreciation and amortization(7,381,083)(6,072,118)Real estate held for investment, net50,913,972 43,514,286 Real estate and lease intangibles held for sale, net94,979 31,466 Cash and cash equivalents444,962 232,923 Accounts receivable, net877,668 710,536 Lease intangible assets, net6,322,992 5,017,907 Goodwill4,932,199 3,731,478 Investment in unconsolidated entities1,229,699 1,172,118 Other assets, net4,018,568 3,368,643 Total assets$68,835,039 $57,779,357 LIABILITIES AND EQUITYDistributions payable$238,045 $195,222 Accounts payable and accrued expenses759,416 738,526 Lease intangible liabilities, net1,635,770 1,406,853 Other liabilities923,128 811,650 Line of credit payable and commercial paper1,130,201 764,390 Term loans, net2,358,417 1,331,841 Mortgages payable, net80,784 821,587 Notes payable, net22,657,592 18,602,319 Total liabilities$29,783,353 $24,672,388 Commitments and contingencies (Note 21)Stockholders' equity:Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 891,511 and 752,460 shares issued and outstanding as of December 31, 2024 and 2023, respectively$47,451,068 $39,629,709 Distributions in excess of net income(8,648,559)(6,762,136)Accumulated other comprehensive income38,229 73,894 Total stockholders' equity$38,840,738 $32,941,467 Noncontrolling interests210,948 165,502 Total equity$39,051,686 $33,106,969 Total liabilities and equity$68,835,039 $57,779,357 Commitments and contingencies (Note 21) Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 891,511 and 752,460 shares issued and outstanding as of December 31, 2024 and 2023, respectively **Current (2026):** (in thousands, except per share amounts) December 31, 2025December 31, 2024ASSETSReal estate held for investment, at cost:Land$18,368,029 $17,320,520 Buildings and improvements43,824,410 40,974,535 Total real estate held for investment, at cost62,192,439 58,295,055 Less accumulated depreciation and amortization(8,778,536)(7,381,083)Real estate held for investment, net53,413,903 50,913,972 Real estate and lease intangibles held for sale, net91,784 94,979 Cash and cash equivalents434,842 444,962 Accounts receivable, net1,053,487 877,668 Lease intangible assets, net5,717,241 6,322,992 Goodwill4,932,199 4,932,199 Investment in unconsolidated entities1,256,456 1,229,699 Other assets, net5,895,700 4,018,568 Total assets$72,795,612 $68,835,039 LIABILITIES AND EQUITYDistributions payable$255,171 $238,045 Accounts payable and accrued expenses1,060,969 759,416 Lease intangible liabilities, net1,493,958 1,635,770 Other liabilities1,066,809 923,128 Revolving credit facilities and commercial paper2,023,414 1,130,201 Term loans, net1,701,615 2,358,417 Mortgages payable, net37,761 80,784 Notes payable, net25,031,947 22,657,592 Total liabilities$32,671,644 $29,783,353 Commitments and contingencies (Note 22)Stockholders' equity:Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 933,975 and 891,511 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively$49,861,660 $47,451,068 Distributions in excess of net income(10,527,984)(8,648,559)Accumulated other comprehensive income105,019 38,229 Total stockholders' equity$39,438,695 $38,840,738 Noncontrolling interests685,273 210,948 Total equity$40,123,968 $39,051,686 Total liabilities and equity$72,795,612 $68,835,039 Commitments and contingencies (Note 22) Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares authorized, 933,975 and 891,511 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively --- ## Modified: Material Cash Requirements **Key changes:** - Reworded sentence: "The following table summarizes the maturity of each of our obligations as of December 31, 2025 (in millions): 20262027202820292030ThereafterTotalCredit Facilities (1)$ - $823.5 $ - $683.1 $ - $ - $1,506.6 Commercial Paper (2)516.8 - - - - - 516.8 Unsecured Term Loans - 500.0 1,211.0 - - - 1,711.0 Mortgages Payable12.0 22.3 1.3 1.3 1.0 - 37.9 Senior Unsecured Notes and Bonds2,375.0 2,374.5 2,499.8 2,820.3 2,472.3 12,801.9 25,343.8 Interest (3)1,069.4 964.5 801.1 731.4 597.5 2,877.8 7,041.7 Ground Leases Paid by the Company (4)20.4 13.8 11.7 12.9 13.4 570.7 642.9 Ground Leases Paid by Our Clients (5)31.7 30.1 27.2 24.9 23.3 311.0 448.2 Other (6)663.8 175.0 4.6 - - 4.6 848.0 Total$4,689.1 $4,903.7 $4,556.7 $4,273.9 $3,107.5 $16,566.0 $38,096.9 Credit Facilities (1) Commercial Paper (2) Interest (3) Ground Leases Paid by the Company (4) Ground Leases Paid by Our Clients (5) Other (6) (1) The initial terms of the RI Credit Facilities expire in April 2027 and April 2029 and include, at our option, two six-month extensions." **Prior (2025):** Other (5) (1) The initial term of the credit facility expires in June 2026 and includes, at our option, two six-month extensions. At December 31, 2024, there were $1,062.9 million of outstanding borrowings under our revolving credit facility, and commercial paper programs outstanding were $67.3 million, which mature between January 2025 and March 2025. (2) Interest on the commercial paper programs, term loans, mortgages payable, and senior unsecured notes and bonds has been calculated based on outstanding balances at period end through their respective maturity dates. (3) We currently pay the ground lessors directly for the rent under certain ground lease arrangements. (4) Our clients, who are generally sub-tenant clients under ground leases, are responsible for paying the rent under these ground leases. In the event our client fails to pay the ground lease rent, we are primarily responsible. (5) "Other" consists of $683.3 million of commitments under construction contracts, $93.5 million for tenant improvements, re-leasing costs, recurring capital expenditures, and non-recurring building improvements, and $11.5 million for contingent purchase consideration obligations related to leasing activities for a multi-tenant property acquired. **Current (2026):** The following table summarizes the maturity of each of our obligations as of December 31, 2025 (in millions): 20262027202820292030ThereafterTotalCredit Facilities (1)$ - $823.5 $ - $683.1 $ - $ - $1,506.6 Commercial Paper (2)516.8 - - - - - 516.8 Unsecured Term Loans - 500.0 1,211.0 - - - 1,711.0 Mortgages Payable12.0 22.3 1.3 1.3 1.0 - 37.9 Senior Unsecured Notes and Bonds2,375.0 2,374.5 2,499.8 2,820.3 2,472.3 12,801.9 25,343.8 Interest (3)1,069.4 964.5 801.1 731.4 597.5 2,877.8 7,041.7 Ground Leases Paid by the Company (4)20.4 13.8 11.7 12.9 13.4 570.7 642.9 Ground Leases Paid by Our Clients (5)31.7 30.1 27.2 24.9 23.3 311.0 448.2 Other (6)663.8 175.0 4.6 - - 4.6 848.0 Total$4,689.1 $4,903.7 $4,556.7 $4,273.9 $3,107.5 $16,566.0 $38,096.9 Credit Facilities (1) Commercial Paper (2) Interest (3) Ground Leases Paid by the Company (4) Ground Leases Paid by Our Clients (5) Other (6) (1) The initial terms of the RI Credit Facilities expire in April 2027 and April 2029 and include, at our option, two six-month extensions. The initial term of the revolving credit facility under the Fund Credit Facilities expires in April 2029 and includes, at our option, two six-month extensions. (2) Commercial paper programs outstanding were $516.8 million, maturing between January 2026 and February 2026. (3) Interest on the commercial paper programs, term loans, mortgages payable, and senior unsecured notes and bonds has been calculated based on outstanding balances at period end through their respective maturity dates. (4) We currently pay the ground lessors directly for the rent under certain ground lease arrangements. (5) Our clients, who are generally sub-tenant clients under ground leases, are responsible for paying the rent under these ground leases. (6) "Other" consists of $805.0 million of commitments under construction contracts, and $43.0 million for tenant improvements, recurring capital expenditures, and building improvements. --- ## Modified: Total Revenue **Key changes:** - Reworded sentence: "The following summarizes our total revenue (in thousands): Years ended December 31,20252024ChangeRental (excluding reimbursements)$5,096,934 $4,740,660 $356,274 Rental (reimbursements)340,398 303,088 37,310 Other312,045 227,394 84,651 Total revenue$5,749,377 $5,271,142 $478,235 Rental (excluding reimbursements) Rental (reimbursements) Other Total revenue" **Prior (2025):** The following summarizes our total revenue (in millions): Years ended December 31,20242023ChangeRental (excluding reimbursable)$4,740.6 $3,684.0 $1,056.6 Rental (reimbursable)303.1 274.2 28.9 Other227.4 120.8 106.6 Total revenue$5,271.1 $4,079.0 $1,192.1 Rental (excluding reimbursable) Rental (reimbursable) Other Total revenue **Current (2026):** The following summarizes our total revenue (in thousands): Years ended December 31,20252024ChangeRental (excluding reimbursements)$5,096,934 $4,740,660 $356,274 Rental (reimbursements)340,398 303,088 37,310 Other312,045 227,394 84,651 Total revenue$5,749,377 $5,271,142 $478,235 Rental (excluding reimbursements) Rental (reimbursements) Other Total revenue --- ## Modified: 7. Investments in Loans and Financing Receivables **Key changes:** - Reworded sentence: "Loans The following table presents information about our loans as of December 31, 2025 and 2024 (dollars in millions): December 31, 2025Loan TypeMaturityInterest RatesPrincipalAmortized CostAllowanceCarrying Amount (2)Senior Secured Notes Receivable October 2029 - July 20318.00% - SONIA(1) +6.03%$1,250.4 $1,241.3 $(27.2)$1,214.1 Mortgage Loans June 2028 - September 20387.50% - 8.50%256.2 256.4 (0.2)256.2 Unsecured and Other LoansDecember 2026 - December 202810.25% - 11.00% 214.7 214.9 (3.1)211.8 Total$1,721.3 $1,712.6 $(30.5)$1,682.1 December 31, 2024Loan TypeMaturityInterest Rates PrincipalAmortized CostAllowanceCarrying Amount (2)Senior Secured Notes Receivable October 2029 - November 20308.125% - SONIA+5.75%$803.7 $797.2 $(11.4)$785.8 Mortgage LoanSeptember 20388.37%33.5 33.5 - 33.5 Unsecured Loan December 202611.00% 11.0 10.1 (0.9)9.2 Total$848.2 $840.8 $(12.3)$828.5" **Prior (2025):** A. Loans The following table presents information about our loans as of December 31, 2024 and December 31, 2023 (dollars in millions): December 31, 2024MaturityAmortized CostAllowanceCarrying Amount (1)Senior Secured Notes ReceivableOctober 2029 - November 2030$797.2 $(11.4)$785.8 Mortgage LoanSeptember 203833.5 - 33.5 Unsecured LoanDecember 202610.2 (0.9)9.3 Total$840.9 $(12.3)$828.6 December 31, 2023MaturityAmortized CostAllowanceCarrying Amount (1)Senior Secured Note ReceivableOctober 2029$174.3 $(2.5)$171.8 Mortgage LoanSeptember 203833.5 - 33.5 Total$207.8 $(2.5)$205.3 **Current (2026):** A. Loans The following table presents information about our loans as of December 31, 2025 and 2024 (dollars in millions): December 31, 2025Loan TypeMaturityInterest RatesPrincipalAmortized CostAllowanceCarrying Amount (2)Senior Secured Notes Receivable October 2029 - July 20318.00% - SONIA(1) +6.03%$1,250.4 $1,241.3 $(27.2)$1,214.1 Mortgage Loans June 2028 - September 20387.50% - 8.50%256.2 256.4 (0.2)256.2 Unsecured and Other LoansDecember 2026 - December 202810.25% - 11.00% 214.7 214.9 (3.1)211.8 Total$1,721.3 $1,712.6 $(30.5)$1,682.1 December 31, 2024Loan TypeMaturityInterest Rates PrincipalAmortized CostAllowanceCarrying Amount (2)Senior Secured Notes Receivable October 2029 - November 20308.125% - SONIA+5.75%$803.7 $797.2 $(11.4)$785.8 Mortgage LoanSeptember 20388.37%33.5 33.5 - 33.5 Unsecured Loan December 202611.00% 11.0 10.1 (0.9)9.2 Total$848.2 $840.8 $(12.3)$828.5 --- ## Modified: Other Revenue **Key changes:** - Reworded sentence: "The following summarizes our total other revenue (in thousands): Years ended December 31,20252024ChangeInterest income on financing receivables$128,774 $124,288 $4,486 Interest income on loans and preferred equity investments179,388 99,967 79,421 Other3,883 3,139 744 $312,045 $227,394 $84,651 Total other revenue increased by $84.7 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher interest income on loans and preferred equity investments driven by growth in our loan portfolio." **Prior (2025):** The following summarizes our total expenses (in millions): Years ended December 31,20242023ChangeDepreciation and amortization$2,395.6$1,895.2$500.4Interest1,017.0730.4286.6Property (excluding reimbursable)74.642.831.8Property (reimbursable)303.1274.228.9General and administrative176.9144.532.4Provisions for impairment425.887.1338.7Merger, transaction, and other costs, net96.314.581.8Total expenses$4,489.3$3,188.7$1,300.6Total revenue (1)$4,968.1$3,804.8General and administrative expenses as a percentage of total revenue (1)3.6 %3.8 %Property expenses (excluding reimbursable) as a percentage of total revenue (1)1.5 %1.1 % Total revenue (1) General and administrative expenses as a percentage of total revenue (1) Property expenses (excluding reimbursable) as a percentage of total revenue (1) (1) Excludes rental revenue (reimbursable). **Current (2026):** The following summarizes our total other revenue (in thousands): Years ended December 31,20252024ChangeInterest income on financing receivables$128,774 $124,288 $4,486 Interest income on loans and preferred equity investments179,388 99,967 79,421 Other3,883 3,139 744 $312,045 $227,394 $84,651 Total other revenue increased by $84.7 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher interest income on loans and preferred equity investments driven by growth in our loan portfolio. 38 38 38 Table of Contents Table of Contents Expenses The following summarizes our total expenses (in thousands): Years ended December 31,20252024ChangeDepreciation and amortization$2,524,200$2,395,644$128,556Interest1,134,8791,016,955117,924Property (excluding reimbursements)88,40274,58713,815Property (reimbursements)340,398303,08837,310General and administrative202,554176,89525,659Provisions for impairment471,335425,83345,502Merger, transaction, and other costs, net24,21496,292(72,078)Total expenses$4,785,982$4,489,294$296,688Total revenue (1)$5,408,979$4,968,054General and administrative expenses as a percentage of total revenue (1)3.7 %3.6 %Property expenses (excluding reimbursements) as a percentage of total revenue (1)1.6 %1.5 % Total revenue (1) General and administrative expenses as a percentage of total revenue (1) Property expenses (excluding reimbursements) as a percentage of total revenue (1) (1) Excludes client reimbursements. --- ## Modified: Property Expenses (reimbursements) **Key changes:** - Reworded sentence: "Property expenses (reimbursements) consist of property taxes and operating costs paid on behalf of our clients." **Prior (2025):** Property expenses (reimbursable) consist of reimbursable property taxes and operating costs paid on behalf of our clients. Property expenses (reimbursable) increased by $28.9 million for the year ended December 31, 2024 as compared with the same period in 2023 primarily due to an increase in portfolio size, resulting in higher common area maintenance, property taxes, and insurance expenses paid on behalf of our clients. **Current (2026):** Property expenses (reimbursements) consist of property taxes and operating costs paid on behalf of our clients. Property expenses (reimbursements) increased by $37.3 million for the year ended December 31, 2025 as compared to the same period in 2024, primarily due to higher reimbursable property taxes and maintenance due to growth in our portfolio. --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*