AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-3: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 31/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · Portfolio scale, completed public and private funding and improved revolving-credit pricing support a current financing advantage. Comparative cost superiority remains management's assertion, so the structural evidence is mixed.
durability · 2/4 · Reported long-term AFFO per-share growth and staggered lease expirations support persistence. Borrowings rose from $29.1 billion to $31.0 billion while weighted average debt maturity shortened from 5.5 to 5.1 years; realized credit losses constrain durability.
customer dependency · 2/4 · High occupancy, repeat leasing and an 8.6-year weighted average remaining lease term indicate location attachment and contractual commitments. These demonstrate demand without establishing unique dependence on Realty Income; bankruptcy can terminate leases.
erosion resilience · 2/4 · Improved financing terms, positive rent recapture and continuing per-share growth demonstrate resilience. Recapture has moderated, credit losses increased and acquisition competition can raise investment costs.
Pricing power56
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · First-half 2026 rent recapture of 103.0% and same-store rental growth of 1.0% demonstrate modest positive pricing outcomes. Second-quarter recapture of 102.7% and lower recapture than earlier years limit strength; these are selected operating measures, not portfolio-wide discretionary price increases.
retention · 3/4 · June occupancy of 98.8%, long remaining leases and observed same-client re-leasing provide strong repeat-demand evidence. Q1 same-client leases had no average vacancy period. This combines direct leasing activity with indirect occupancy evidence and does not infer a tenant-retention rate.
margin resilience · 3/4 · Net leases typically pass property expenses to tenants, and first-half unreimbursed property expenses remained contained at 1.4% of revenue excluding reimbursements. Higher interest, overhead and credit losses limit protection beyond property operations; this cost structure alone does not prove a moat.
contractual freedom · 1/4 · Contractually defined payments and long remaining lease terms limit unilateral repricing. Many leases provide escalations, but inflation-linked increases typically have ceilings. Re-leasing permits negotiation of new cash rents, providing some flexibility at turnover.
Predictability89
Financial-sector stability over 5 consecutive reported annual periods: equal weights for nondeclining revenue frequency, revenue-growth volatility (5–40pp), positive consolidated earnings frequency, and net-income/revenue margin volatility (3–20pp). Uses reported accounting scope; not industrial FCF or a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 19.01
- positiveEarningsShare
- 100.00
- netMarginStdDev
- 3.50
- observedAnnualPeriods
- 5.00
Financial strength63
Qualitative real_estate assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy real-estate-1; not an industrial ratio score or credit rating.
capital adequacy · 3/4 · June debt was 41.5% of covenant-adjusted assets against a 60% limit, secured debt was 0.2% against 40%, and unencumbered assets were 242.2% of unsecured debt against a 150% minimum. Defined fixed-charge coverage of 4.7x provides substantial headroom. This is a REIT covenant assessment, not a prudential-capital or credit rating.
liquidity funding · 2/4 · Reported June pro-rata liquidity was $3.47 billion, and July facility expansion plus the completed August convertible issuance demonstrate funding access. The liquidity total includes $1.23 billion of unsettled equity and fund-related availability; it is not freely available parent cash. Missing maturity and commitment detail limits a complete funding-needs comparison.
asset liability risk · 2/4 · Approximately 91% fixed-rate debt and staggered lease expirations mitigate immediate repricing and rollover risk. Against this, debt maturity averages 5.1 years versus 8.6 years for leases, loans and financing receivables have expanded, and credit losses increased. Retail supplies 78.3% of rent and only 34.3% comes from investment-grade clients; client diversification moderates concentration.
earnings resilience · 3/4 · June occupancy of 98.8%, positive rent recapture, 1.0% first-half same-store rental growth and higher GAAP operating cash flow demonstrate resilient reported operations. Lower real-estate impairments are favorable, but rising credit losses and a 6.6% same-store rental decline in theaters show incomplete protection.
Capital allocation56
Qualitative real_estate assessment: equal-weight average of four current evidence-backed grades (0–4), scaled to 100. Policy real-estate-1; not an industrial ratio score or credit rating.
capital efficiency · 2/4 · First-half AFFO per share rose 5.2%, while reconciled FFO per share rose only 0.9% and Normalized FFO per share rose 1.4%. This supports positive but mixed per-share outcomes alongside substantial investment spending and historical diluted EPS deterioration. Initial cash yields do not establish realized lifetime returns.
distributions and buffers · 3/4 · First-half GAAP operating cash flow of $2.020 billion exceeded common distributions of $1.515 billion, noncontrolling distributions of $17.8 million and $83.5 million of property improvements including leasing costs, leaving about $403 million before other investing and financing uses. The $101.9 million repurchase and much larger investment program still consume financing capacity. Consolidated cash generation does not establish unrestricted parent cash, and the calculation is not AFFO payout coverage.
dilution and cost · 2/4 · Actual equity issuance and share-based compensation dilute common holders, although first-half per-share operating results improved. Debt carried a 3.9% average rate, revolving pricing improved, and the August convertible offering paired new debt with a concurrent repurchase. Coupons alone do not capture total convertible cost or eliminate future dilution; prior EPS deterioration partly reflected equity issuance.
investment discipline · 2/4 · Completed acquisitions, development, other investments and profitable property sales show active deployment and recycling. Second-quarter initial acquisition yields fell to 6.4%, while higher-yielding other investments carry different risks. Positive per-share results coexist with impairments, rising credit losses and preferential joint-venture allocations. Initial yields and gains on selected sales do not demonstrate portfolio-wide realized returns.
Management63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Actual cash generation, capital raising and positive per-share operating growth support productive deployment. Large externally financed investment outflows, credit losses, prior diluted EPS deterioration and preferential joint-venture cash allocations make the record mixed.
incentive alignment · 2/4 · Actual 2026 executive performance-share grants use relative TSR and operating metrics with multiyear vesting. Disclosed programs include per-share growth, occupancy and leverage measures. Retirement acceleration and shortened performance measurement weaken alignment; actual management ownership is not established.
execution · 3/4 · Completed investments and capital raises, improved funding terms, high occupancy and sustained AFFO per-share growth demonstrate strong execution. Leasing execution is partly assessed indirectly from occupancy. Credit losses and prior diluted EPS deterioration prevent an exceptional assessment.
governance · 3/4 · Longstanding separation of chairman and CEO roles, an independent compensation committee with clawback oversight and the auditor's effective-controls opinion support strong disclosed governance. Directors can remain after a resignation is rejected, and complete related-party coverage is absent.
Evidence
This competition may result in a higher cost for properties we wish to purchase.
2025 Form 10-K / acquisition competition risk · Filed 25/02/2026
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%.
2025 Form 10-K / Debt Financing Activities · Filed 25/02/2026
Under a net lease structure, clients are typically responsible for most or all property-level operating expenses, including real estate taxes, insurance, and maintenance, while we are entitled to receive contractually defined rental payments, many of which include embedded contractual rent escalations.
2025 Form 10-K / net lease contractual structure · Filed 25/02/2026
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.
2025 Form 10-K / client bankruptcy risk · Filed 25/02/2026
In our opinion, the Company maintained, in all material respects, effective 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.
2025 Form 10-K / auditor opinion on internal control · Filed 25/02/2026
The Company faces competition from other REITs, businesses and other entities in the acquisition, development and operation of freestanding commercial properties.
2025 Form 10-K / competition · Filed 25/02/2026
Six months ended June 30,
2026
2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$691,448
$450,473
Adjustments to net income:
Depreciation and amortization
1,274,952
1,256,784
Amortization of share-based compensation
20,651
14,009
Non-cash revenue adjustments
(48,283)
(52,425)
Amortization of net discounts on mortgages payable
151
137
Amortization of net discounts on notes payable
14,563
1,561
Amortization of deferred financing costs
17,945
13,082
Foreign currency and unrealized derivative gain, net
(34,223)
(46,060)
Non-cash interest rate swaps
(3,097)
1,606
Payment-in-kind interest
(6,491)
—
Gain on sales of real estate
(73,902)
(61,103)
Equity in earnings of unconsolidated entities
(4,873)
(7,626)
Distributions on common equity from unconsolidated entities
11,833
21,689
Provisions for impairment of real estate
144,350
239,673
Provisions for credit losses on loans and financing receivables
46,361
20,279
Deferred income tax expense
1,718
309
Change in assets and liabilities
Accounts receivable and other assets
(124,270)
(57,102)
Accounts payable, accrued expenses and other liabilities
90,752
52,899
Net cash provided by operating activities
2,019,585
1,848,185
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in real estate
(3,549,763)
(2,214,524)
Improvements to real estate, including leasing costs
(83,506)
(49,176)
Investment in unconsolidated entities
(97,366)
(9,819)
Investment in loans and preferred equity
(1,660,249)
(423,157)
Proceeds from sales of real estate
348,634
209,414
Proceeds from note receivable
17,656
14,802
Insurance proceeds received
845
2,079
Non-refundable escrow deposits
(3,621)
—
Net cash used in investing activities
(5,027,370)
(2,470,381)
CASH FLOWS FROM FINANCING ACTIVITIES
June 2026 Form 10-Q / consolidated cash flows · Filed 06/08/2026
Cash distributions to common stockholders
(1,514,811)
(1,439,274)
Borrowings on revolving credit facilities and commercial paper programs
43,382,744
10,628,935
Payments on revolving credit facilities and commercial paper programs
(42,616,939)
(10,464,748)
Proceeds from term loan
1,073,900
—
Principal payment on term loan
—
(500,000)
Proceeds from notes payable issued
1,662,500
2,091,750
Principal payment on notes payable
(1,424,997)
(500,000)
Principal payments on mortgages payable
(858)
(43,788)
Repurchases of common stock
(101,915)
—
Proceeds from common stock offerings, net
824,136
1,247,019
Proceeds from dividend reinvestment and stock purchase plan
6,145
5,917
Distributions to noncontrolling interests
(17,750)
(5,976)
Contributions from noncontrolling interests, net of costs
1,875,349
—
Debt issuance costs
(44,957)
(64,882)
Other financing activities, net
5,403
(9,507)
Net cash provided by financing activities
3,107,950
945,446
Effect of exchange rate changes on cash and cash equivalents
(5,559)
22,980
Net increase in cash, cash equivalents and restricted cash
94,606
346,230
Cash, cash equivalents and restricted cash, beginning of period
520,756
495,506
Cash, cash equivalents and restricted cash, end of period
$615,362
$841,736
June 2026 Form 10-Q / financing cash flows · Filed 06/08/2026
Note Covenants
Required
Actual
Limitation on incurrence of total debt
< 60% of adjusted assets
41.5%
Limitation on incurrence of secured debt
< 40% of adjusted assets
0.2%
Debt service and fixed charge coverage (trailing 12 months) (1)
> 1.5x
4.7x
Maintenance of total unencumbered assets
> 150% of unsecured debt
242.2%
June 2026 Form 10-Q / note covenants · Filed 06/08/2026
Three months ended
June 30,
Six months ended
June 30,
2026
2025
% Change
2026
2025
% Change
AFFO available to common stockholders
$1,022.1
$947.5
7.9%
$2,079.7
$1,897.2
9.6%
AFFO per common share (1)
$1.09
$1.05
3.8%
$2.22
$2.11
5.2%
June 2026 Form 10-Q / AFFO results · Filed 06/08/2026
Three months ended
June 30,
Six months ended
June 30,
2026
2025
2026
2025
Net income available to common stockholders
$343,955
$196,919
$655,721
$446,734
Depreciation and amortization
644,677
647,849
1,274,952
1,256,784
Depreciation of furniture, fixtures and equipment
(802)
(604)
(1,589)
(1,142)
Provisions for impairment of real estate
54,185
142,254
144,350
239,672
Gain on sales of real estate
(38,260)
(38,566)
(73,902)
(61,103)
Proportionate share of adjustments for unconsolidated
entities
9,021
9,085
18,499
15,340
FFO adjustments allocable to noncontrolling interests
(16,176)
(1,189)
(27,830)
(2,882)
FFO available to common stockholders
$996,600
$955,748
$1,990,201
$1,893,403
FFO allocable to dilutive noncontrolling interests
2,344
2,417
4,377
4,842
Diluted FFO
$998,944
$958,165
$1,994,578
$1,898,245
FFO available to common stockholders
$996,600
$955,748
$1,990,201
$1,893,403
Merger, transaction, and other costs, net
2,058
331
12,845
610
Normalized FFO available to common stockholders
$998,658
$956,079
$2,003,046
$1,894,013
Normalized FFO allocable to dilutive noncontrolling
interests
2,344
2,417
4,377
4,842
Diluted Normalized FFO
$1,001,002
$958,496
$2,007,423
$1,898,855
FFO per common share:
Basic
$1.07
$1.06
$2.14
$2.11
Diluted
$1.07
$1.06
$2.13
$2.11
Normalized FFO per common share:
Basic
$1.07
$1.06
$2.15
$2.11
Diluted
$1.07
$1.06
$2.14
$2.11
Distributions paid to common stockholders
$756,779
$727,450
$1,514,811
$1,439,274
FFO after distributions
$239,821
$228,298
$475,390
$454,129
Normalized FFO after distributions
$241,879
$228,629
$488,235
$454,739
Weighted average number of common shares used for FFO
and Normalized FFO:
Basic
932,307
902,966
932,133
897,338
Diluted
937,344
906,398
937,117
900,797
June 2026 Form 10-Q / GAAP net income to FFO and Normalized FFO reconciliation · Filed 06/08/2026
June 30, 2026
December 31, 2025
ASSETS
Real estate held for investment, at cost:
Land
$18,906,217
$18,368,029
Buildings and improvements
45,672,483
43,824,410
Total real estate held for investment, at cost
64,578,700
62,192,439
Less accumulated depreciation and amortization
(9,466,261)
(8,778,536)
Real estate held for investment, net
55,112,439
53,413,903
Real estate and lease intangibles held for sale, net
153,134
91,784
Cash and cash equivalents
552,648
434,842
Accounts receivable, net
1,134,987
1,053,487
Lease intangible assets, net
5,616,706
5,717,241
Goodwill
4,932,199
4,932,199
Investment in loans and financing receivables, net
4,888,860
3,271,002
Investment in unconsolidated entities
1,348,453
1,256,456
Other assets, net
2,702,049
2,624,698
Total assets
$76,441,475
$72,795,612
LIABILITIES AND EQUITY
Distributions payable
$259,252
$255,171
Accounts payable and accrued expenses
1,119,132
1,060,969
Lease intangible liabilities, net
1,457,071
1,493,958
Other liabilities
1,020,290
1,066,809
Revolving credit facilities and commercial paper
2,762,585
2,023,414
Term loans, net
2,760,395
1,701,615
Mortgages payable, net
37,085
37,761
Notes payable, net
25,091,588
25,031,947
Total liabilities
$34,507,398
$32,671,644
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common stock and paid in capital, par value $0.01 per share, 1,300,000 shares
June 2026 Form 10-Q / consolidated balance sheet · Filed 06/08/2026
Three months ended
June 30,
Six months ended
June 30,
2026
2025
2026
2025
Net income available to common stockholders
$343,955
$196,919
$655,721
$446,734
Cumulative adjustments to calculate Normalized FFO (1)
654,703
759,160
1,347,325
1,447,279
Normalized FFO available to common stockholders
998,658
956,079
2,003,046
1,894,013
Debt-related non-cash items:
Amortization of net debt discounts and deferred financing
costs
17,696
8,257
33,074
14,890
Amortization of acquired interest rate swap value (2)
1,530
3,555
3,061
7,266
Capital expenditures from operating properties:
Leasing costs and commissions
(1,944)
(1,985)
(3,298)
(2,865)
Recurring capital expenditures
—
(221)
(170)
(240)
Other non-cash items:
Provisions for credit losses on loans and financing
receivables
7,258
1,109
46,361
20,280
Amortization of share-based compensation
9,268
8,110
20,651
14,009
Straight-line rent and expenses, net
(39,536)
(30,226)
(79,046)
(74,038)
Amortization of above and below-market leases, net
16,883
6,287
30,763
21,613
Deferred tax expense
281
413
1,718
309
Proportionate share of adjustments for unconsolidated
entities
(320)
(1,678)
(774)
(1,641)
Executive severance charge (3)
255
—
1,846
—
Other adjustments (4)
12,091
(2,209)
22,441
3,611
AFFO available to common stockholders
$1,022,120
$947,491
$2,079,673
$1,897,207
AFFO allocable to dilutive noncontrolling interests
2,338
2,401
4,772
4,802
Diluted AFFO
$1,024,458
$949,892
$2,084,445
$1,902,009
AFFO per common share:
Basic
$1.10
$1.05
$2.23
$2.11
Diluted
$1.09
$1.05
$2.22
$2.11
Distributions paid to common stockholders
$756,779
$727,450
$1,514,811
$1,439,274
AFFO after distributions
$265,341
$220,041
$564,862
$457,933
Weighted average number of common shares used for
AFFO:
Basic
932,307
902,966
932,133
897,338
Diluted
937,344
906,398
937,117
900,797
June 2026 Form 10-Q / Normalized FFO to AFFO reconciliation · Filed 06/08/2026
As of June 30, 2026, approximately 91% of our total debt was fixed
June 2026 Form 10-Q / fixed-rate debt proportion · Filed 06/08/2026
Pursuant to the terms of the revolving credit facility, the credit ratings at the time of the amendment provided for a borrowing rate of 67.5 basis points over the SOFR for USD borrowings, with a facility commitment fee of 12.5 basis points, for all-in drawn pricing of 80 basis points over SOFR, a reduction of 5.0 basis points from the prior revolving credit facilities.
June 2026 Form 10-Q / revolving-credit amendment pricing · Filed 06/08/2026
We received $1.0 billion for Apollo’s initial capital contribution.
June 2026 Form 10-Q / Apollo capital contribution received · Filed 06/08/2026
Debt Financing Activities As of June 30, 2026, our total outstanding borrowings of credit facilities, commercial paper, term loans, mortgages payable, and senior unsecured notes and bonds were $31.0 billion, with a weighted average maturity of 5.1 years and a weighted average interest rate of 3.9%.
June 2026 Form 10-Q / Debt Financing Activities · Filed 06/08/2026
Prior to Apollo achieving the Target IRR (as defined in the JV Agreement), the Class B Member will receive a default allocation of 55% of available cash flow, which may decrease to 49% if the Apollo JV’s NOI outperforms an upper level of certain performance metric, or increase to 60% if the Apollo JV’s NOI underperforms a lower level of certain performance metric.
June 2026 Form 10-Q / Apollo joint-venture cash allocation · Filed 06/08/2026
-46- Table of Contents Expenses The following summarizes our total expenses (in thousands): Three months ended June 30, Six months ended June 30, 2026 2025 Change 2026 2025 Change Depreciation and amortization $644,677 $647,849 $(3,172) $1,274,952 $1,256,784 $18,168 Interest 312,083 283,824 28,259 604,023 552,198 51,825 Property (excluding reimbursements) 21,306 19,998 1,308 40,664 39,301 1,363 Property (reimbursements) 91,133 87,424 3,709 188,618 174,802 13,816 General and administrative 57,605 49,329 8,276 116,490 93,373 23,117 Provisions for impairment of real estate 54,185 142,255 (88,070) 144,350 239,673 (95,323) Provisions for credit losses on loans and financing receivables 7,258 1,108 6,150 46,361 20,279 26,082 Merger, transaction, and other costs, net 2,058 331 1,727 12,845 610 12,235 Total expenses $1,190,305 $1,232,118 $(41,813) $2,428,303 $2,377,020 $51,283 Total revenue (1) $1,456,578 $1,322,954 $2,907,820 $2,616,081 General and administrative expenses as a percentage of total revenue (1) 4.0% 3.7% 4.0% 3.6% Property expenses (excluding reimbursements) as a percentage of total revenue (1) 1.5% 1.5% 1.4% 1.5% (1) Excludes client reimbursements.
June 2026 Form 10-Q / expense analysis · Filed 06/08/2026
-57- Table of Contents Lease Expirations The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio (excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized base rent as of June 30, 2026 (dollars in thousands): Total Portfolio (1) Expiring Leases Annualized Base Rent Percentage of Annualized Base Rent Year Retail Non-Retail 2026 386 13 $78,172 1.5% 2027 1,370 50 308,889 5.8 2028 1,766 73 407,284 7.7 2029 1,916 52 452,829 8.6 2030 1,345 52 371,413 7.0 2031 1,292 78 458,310 8.7 2032 1,462 55 382,140 7.2 2033 1,074 37 326,834 6.2 2034 819 41 361,023 6.8 2035 740 32 240,747 4.6 2036 701 40 276,869 5.2 2037 564 25 153,170 2.9 2038 425 24 149,872 2.8 2039 543 9 148,326 2.8 2040 415 8 163,006 3.1 2041-2143 1,897 127 1,001,516 19.1 Total 16,715 716 $5,280,400 100.0% (1)Leases on our multi-tenant properties are counted separately in the table above.
June 2026 Form 10-Q / lease expiration schedule · Filed 06/08/2026
B.Performance Shares During the six months ended June 30, 2026, we granted 246,900 performance shares, as well as dividend equivalent rights, to our executive officers.
June 2026 Form 10-Q / executive performance-share grants · Filed 06/08/2026
The performance shares are earned based on our Total Shareholder Return (“TSR”) performance relative to select industry indices and peer groups as well as achievement of certain operating metrics, and vest 50% as of the date of which the plan administrator determines the achievement of the applicable goals during the applicable three-year performance period and the remaining 50% on January 1 of the following year, subject to continued service.
June 2026 Form 10-Q / performance-share conditions and vesting · Filed 06/08/2026
Further, we raised approximately $2.4 billion of equity capital over the course of the year, and we issued $2.9 billion of fixed-rate unsecured bonds during 2025.
2026 proxy / completed 2025 capital raising · Filed 25/03/2026
Total Investments
Occupancy by Property
$6.3B
98.9%
Over a three-year period from 2023 to 2025, we saw net income per share on a fully diluted basis decrease from $1.26 per share to $1.17 per share, primarily as a result of an increase in equity capital issued over the three-year period, as well as an increase in impairments on real estate properties and credit losses recognized on financing receivables.
2026 proxy / three-year diluted net income per-share deterioration · Filed 25/03/2026
Our 2025 AFFO per share was an annual record at $4.28 per share, representing our 15th consecutive year of AFFO per share growth.
2026 proxy / historical AFFO per-share growth · Filed 25/03/2026
We believe our industry‑leading balance sheet and lower cost of capital enable us to pursue attractive investment opportunities and execute larger, more complex transactions than many peers.
2026 proxy / management assertion of comparative funding advantage · Filed 25/03/2026
Since 1997, the positions of Non-Executive Chairman of the Board of Directors and CEO have been separate in recognition of the differences between the two roles.
2026 proxy / separation of chairman and CEO roles · Filed 25/03/2026
The majority of the compensation awarded under the STIP and LTIP is at-risk, is not guaranteed, and is based on the following performance metrics: Short-Term Incentive Plan Performance Goals Long-Term Incentive Plan Performance Goals Metric Weight Metric Weight AFFO per Share 40% TSR Ranking within MSCI US REIT Index 50% Fixed Charge Coverage Ratio 20% Dividend per Share Growth Rate 25% Portfolio Occupancy 10% Net Debt-to-Pro Forma Adjusted EBITDAre Ratio 25% Individual Objectives 30% 20 Realty Income 2026 Proxy Statement Table of Contents Proposal Three The performance hurdles and weightings for each program are determined by the Compensation and Talent Committee in consultation with our independent compensation consultant, Ferguson Partners Consulting L.P.
2026 proxy / actual incentive-program metrics and weights · Filed 25/03/2026
In the event that an executive officer retires (employing the same definitions described above), the named executive officer is entitled to receive accelerated vesting of 100% of any equity awards granted and restricted stock awards granted will become fully vested.
2026 proxy / retirement acceleration of equity awards · Filed 25/03/2026
Additionally, under the terms of the performance share award agreements as in effect as of December 31, 2025, in the event that a named executive officer retires during an outstanding performance period, the number of performance shares will vest based on the executive’s achievement of the performance goals through the retirement date, and pro-rated based on the amount of time the executive was employed during the performance period.
2026 proxy / performance-share treatment on retirement · Filed 25/03/2026
McLaughlin INDEPENDENT All MEETINGS IN 2025 6 2026 Proxy Statement Realty Income 25 Corporate Governance Table of Contents Compensation and Talent Committee RESPONSIBILITIES •Periodically review our programs and strategies related to human capital and talent management, including compensation and benefits, recruiting and retention, management succession, and engagement •Establish and administer our executive compensation programs •Conduct an annual review of our compensation philosophy and incentive programs, including to ensure they reflect our risk management philosophies, policies and processes •Conduct an annual review of and approve the goals and objectives relating to the compensation of the CEO, including a performance evaluation based on such goals and objectives to help determine and approve his compensation •Review and approve all executive officers’ severance arrangements, as applicable •Manage and annually review executive officer short-term and long-term incentive compensation •Set performance metrics under all short-term and long-term incentive compensation plans as appropriate •Review the compensation of members of our Board of Directors; and •Periodically review our stockholder engagement results and feedback received with respect to executive compensation matters •Administer and oversee clawback policy providing for the recoupment of compensation received by executive officers and other covered employees Our Board of Directors has determined that all of the members of the Compensation and Talent Committee are “independent” within the meaning of our director independence standards and the NYSE director independence standards (including those applicable to Compensation and Talent Committee members) and are “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act.
2026 proxy / compensation committee independence and clawback oversight · Filed 25/03/2026
If a director’s offer to resign is not accepted by the Board of Directors (or properly constituted committee) or such director does not otherwise submit his or her resignation to the Board, such director shall continue to serve until his or her successor is duly elected and qualified, or until his or her earlier resignation or removal.
2026 proxy / director resignation policy · Filed 25/03/2026
closing of its previously announced private offering of $1.0 billion aggregate principal amount of 3.750% convertible senior notes
August 14, 2026 offering release / completed convertible issuance and coupon · Filed 14/08/2026
due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified
August 14, 2026 offering release / convertible maturity · Filed 14/08/2026
$188.7 million of the net proceeds from the offering to repurchase approximately 3.0 million shares of its common stock concurrently
August 14, 2026 offering release / concurrent common-share repurchase · Filed 14/08/2026
•In July 2026, amended and restated our unsecured revolving credit facility to $5.5 billion and commercial paper programs to $5.5 billion
August 2026 earnings release / July credit-facility expansion · Filed 05/08/2026
Three months ended June 30, 2026
Six months ended June 30, 2026
Properties sold
80
177
Net sales proceeds
$
160.7
$
348.6
Gain on sales of real estate
$
38.3
$
73.9
Liquidity and Capital Markets
Liquidity
As of June 30, 2026, we had $3.5 billion total available liquidity at our Pro-Rata Share(1), comprised of the components summarized below (dollars in millions):
Cash and cash equivalents (2)
$
534.6
Availability under credit facilities (3)
3,152.7
Unsettled At-the-Market ("ATM") forwards (4)
1,228.3
Less: commercial paper borrowings
(1,441.4)
Total available liquidity at our Pro-Rata Share
$
3,474.2
(1) Please see the Glossary for our definition of Pro-Rata Share for more information.
August 2026 earnings release / June liquidity components and property dispositions · Filed 05/08/2026
Calculated as cash and cash equivalents per the consolidated balance sheet of $552.6 million, plus our Pro-Rata Share of unconsolidated entities cash of $23.4 million, less adjustments allocable to noncontrolling interests of $41.4 million.
August 2026 earnings release / pro-rata cash reconciliation · Filed 05/08/2026
(3) Represents our availability under the $4.0 billion revolving credit facility and our Pro-Rata Share of availability under the $1.38 billion Fund credit facility, which includes a $1.0 billion revolving facility, and a $380.0 million term loan which was fully drawn as of June 30, 2026.
August 2026 earnings release / corporate and fund credit-facility scope · Filed 05/08/2026
15,588 properties 353M square feet leasable space 1,798 clients 92 industries $5.3B(3) Annualized Base Rent $89B(5) enterprise value 8.6 years weighted average remaining lease term 78.3% retail 16.2% industrial 3.1% gaming Geographies Included in Realty Income's Annualized Base Rent Property Type(2) Table of Contents ↪ 98.8%(1) occupancy United States 79.5% Total ABR United Kingdom 15.0% Total ABR Continental Europe 5.5% Total ABR $3.5B(4) Realty Income Investment Management Third-Party AUM
Q2 2026 supplemental / portfolio scope, occupancy and lease duration · Filed 05/08/2026
Q2 2026 Supplemental Operating & Financial Data 6 Summary Financial Information (USD in millions) Q2 2026 Q1 2026 Q4 2025 Q3 2025 Q2 2025 Q1 2025 Q4 2024 Q3 2024 Q2 2024 Capital Deployment Investment Activity(1) Real estate acquisitions $ 1,311 $ 1,433 $ 1,350 $ 830 $ 871 $ 1,026 $ 1,316 $ 594 $ 246 Development investments $ 135 $ 155 $ 163 $ 148 $ 78 $ 145 $ 150 $ 146 $ 182 Other investments $ 629 $ 1,032 $ 801 $ 384 $ 222 $ 201 $ 254 $ — $ 378 Total investment activity $ 2,075 $ 2,620 $ 2,314 $ 1,362 $ 1,171 $ 1,372 $ 1,720 $ 740 $ 806 Initial Weighted Average Cash Yields(1) Real estate acquisitions 6.4 % 6.7 % 6.9 % 7.1 % 7.1 % 7.0 % 6.5 % 7.4 % 7.9 % Development investments 7.6 % 7.4 % 7.4 % 7.4 % 7.3 % 7.3 % 7.6 % 7.5 % 7.3 % Other investments 9.2 % 7.8 % 7.4 % 9.0 % 7.5 % 10.2 % 10.1 % N/A 8.1 % Total investments 7.3 % 7.1 % 7.1 % 7.7 % 7.2 % 7.5 % 7.1 % 7.4 % 7.9 % Operations Overview Adjusted EBITDA margin (as % of total revenue)(2) 94.6 % 94.7 % 94.4 % 94.3 % 94.8 % 95.1 % 94.5 % 95.2 % 94.9 % Cash G&A expenses (% of GAV)(3)(4) 6 bps 6 bps 6 bps 6 bps 5 bps 5 bps 5 bps 5 bps 5 bps Property expenses (non-reimbursements)(% of total revenue)(2) 1.5 % 1.3 % 1.8 % 1.7 % 1.5 % 1.5 % 1.6 % 1.4 % 1.5 % Leasing recapture rates 102.7 % 103.4 % 104.9 % 103.5 % 103.4 % 103.9 % 107.4 % 105.0 % 105.7 % Same Store Rental Revenue growth(5) 1.2 % 0.8 % 1.1 % 1.3 % 1.1 % 1.3 % 0.8 % 0.2 % 0.2 % Cash basis bad debt reserves(6) $ 4.6 $ 6.4 $ 5.1 $ 4.0 $ 10.9 $ 6.2 $ 8.1 $ 7.0 $ 8.0 Lease termination income $ 1.0 $ 40.2 $ 18.9 $ 27.3 $ 1.8 $ 0.9 $ 2.8 $ 0.3 $ 13.0 Table of Contents ↪ (1) Investment amounts and Initial Weighted Average Cash Yields reflect adjustments for our Pro-Rata Share based on our proportionate economic ownership of our joint ventures (which adds our economic ownership percentage of unconsolidated entities and deducts noncontrolling interests).
Q2 2026 supplemental / investment yields, leasing recapture and operating trends · Filed 05/08/2026
Q2 2026 Supplemental Operating & Financial Data 15 Portfolio Highlights (USD in millions) Number of Properties 12,237 13,458 15,621 15,511 15,588 11,966 13,007 15,099 14,893 14,917 Domestic International Q4 2022 Q4 2023 Q4 2024 Q4 2025 Q2 2026 Same Store Rental Revenue Growth 1.8% 1.9% 0.5% 1.3% 1.0% 2022 2023 2024 2025 YTD 2026 Leasing Recapture Rates 105.9% 104.1% 105.6% 103.9% 103.0% 2022 2023 2024 2025 YTD 2026 (1) Please see the Glossary for our definition of Gross Asset Value.
Q2 2026 supplemental / historical same-store growth and leasing recapture · Filed 05/08/2026
Portfolio Diversification By Property Type and Top 20 Industries TOP 20 INDUSTRIES % OF TOTAL ANNUALIZED BASE RENT Table of Contents ↪ 16.2% Industrial 3.1% Gaming 2.4% Other(2) 78.3% Retail Property Type Number of Properties Leasable Square Feet(1) ABR as of Q2 2026 Percentage of ABR as of Q2 2026 Percentage of ABR from IG Clients Retail 14,913 216,919 $ 4,132,195 78.3 % 33.5 % Industrial 604 127,032 856,311 16.2 44.9 Gaming 2 5,053 165,629 3.1 — Other(2) 69 4,216 126,265 2.4 31.9 Total 15,588 353,220 $ 5,280,400 100.0 % 34.3 % (1) Represents leasable building square footage, which includes our portfolio of unconsolidated joint ventures based on ownership percentage and deducts noncontrolling interests.
Q2 2026 supplemental / property composition and investment-grade rent exposure · Filed 05/08/2026
Q2 2026 Supplemental Operating & Financial Data 17 Ranking Client Number of Leases Percentage of Annualized Base Rent(1)(2) Investment Grade Ratings (S&P/ Moody's/Fitch)(3) 1 Dollar General 1,855 3.3% BBB / Baa3 / - 2 7-Eleven 802 3.1 A- / Baa2 / - 3 Walgreens 391 3.0 — 4 Family Dollar 1,253 2.6 — 5 Life Time Group 43 2.1 — 6 (B&Q) Kingfisher 72 2.0 BBB / - / BBB 7 Wynn Resorts 1 2.0 — 8 EG Group 414 2.0 — 9 Asda 41 1.6 — 10 Sainsbury's 42 1.6 BBB / Baa3 / - 11 Tesco 30 1.5 BBB / Baa2 / BBB 12 BJ's Wholesale Club 45 1.5 - / - / BBB 13 Tractor Supply 258 1.4 BBB / Baa1 / - 14 FedEx 60 1.3 BBB / Baa2 / - 15 MGM (Bellagio) 1 1.1 — 16 CVS Pharmacy 206 1.1 BBB / Baa3 / BBB 17 Carrefour 43 1.0 BBB / - / - 18 Home Depot 41 0.9 A / A2 / A 19 Walmart / Sam's Club 62 0.9 AA / Aa2 / AA 20 Decathlon 85 0.9 A-2 / - / - 5,745 34.8% Client Diversification Top 20 and Client Credit Rating TOP 20 CLIENTS (1) Our 20 largest clients are based on percentage of Annualized Base Rent, which does not give effect to deferred rent or interest earned on loans and preferred equity investments, as of June 30, 2026.
Q2 2026 supplemental / largest clients and rent concentration · Filed 05/08/2026
Q2 2026 Supplemental Operating & Financial Data 18 TOP 3 INDUSTRIES CONTRIBUTING TO THE CHANGE(4) Industry Q2 2026 Q2 2025 $ Change % Change Industry YTD 2026 YTD 2025 $ Change % Change Grocery $ 134,887 $ 132,401 $ 2,486 1.9 % Grocery $ 270,006 $ 264,941 $ 5,065 1.9 % Restaurants-Casual Dining 47,073 45,247 1,826 4.0 % Theaters 49,202 52,651 (3,449) (6.6) % Convenience Stores 118,656 117,016 1,640 1.4 % Convenience Stores 236,913 233,560 3,353 1.4 % (1) Same Store Pool and Same Store Rental Revenue are non-GAAP financial measures.
Q2 2026 supplemental / industry contributions to same-store rental change · Filed 05/08/2026
Adjusted Funds From Operations (AFFO), a non-GAAP financial measure, is defined as FFO adjusted for unique revenue and expense items, which we believe are not as pertinent to the measurement of our ongoing operating performance.
May 2026 earnings release / issuer AFFO definition · Filed 06/05/2026
Q1 2026 Supplemental Operating & Financial Data 42 Q1 2026 Re-leased to Same Client Re-leased to New Client Re-leasing Totals Prior cash rents $ 58,482 $ 12,374 $ 70,856 New cash rents* $ 59,991 $ 13,298 $ 73,289 Recapture rate 102.6% 107.5% 103.4% Number of leases 264 37 301 Average months vacant — 10.5 1.3 *Percentage of Total Annualized Base Rent(1) 1.4% (1) Please see the Glossary for our definition of Annualized Base Rent.
Q1 2026 supplemental / cash rents, repeat leasing and vacancy periods · Filed 06/05/2026
(2) Of the 17,426 in-place leases in the portfolio, 13,972, or 80.2%, 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.
Q1 2026 supplemental / contractual rent escalation provisions · Filed 06/05/2026