How much capital is Realty Income raising and at what cost?

The company priced $750.0 million of 3.500% convertible senior notes due 2029, with net proceeds of roughly $735.0 million before any exercise of the $112.5 million overallotment option. The 3.500% coupon is paid semi-annually on January 15 and July 15, beginning July 15, 2026.

Will this offering dilute existing shareholders?

Potentially. Conversion is at about 14.4051 shares per $1,000 principal, or roughly $69.42 per share. Realty Income has stated it will settle conversions in cash and, where applicable, in shares, so dilution depends on whether the stock trades above the conversion price when holders convert. The filing does not quantify the full potential share count.

What will the company do with the proceeds?

Most proceeds are for general corporate purposes, including repaying the $500.0 million 5.050% notes maturing January 13, 2026, and reducing revolver or commercial paper borrowings. Funds may also support hedging, property development and acquisitions, and portfolio expansion. About $102.1 million will repurchase roughly 1.8 million common shares at pricing.

Why is the company repurchasing shares alongside the notes offering?

The company is buying back about 1.8 million shares in privately negotiated trades through an initial purchaser or its affiliate. Management notes these repurchases may influence the stock price and may have affected the notes' initial terms, including the conversion price, so investors should consider that the pricing reflects these transactions.

When can noteholders convert, and can the company force conversion or redeem early?

Before October 15, 2028, holders may convert only upon certain specified events; from October 15, 2028 until the second trading day before maturity, they may convert at any time. Realty Income may redeem the notes early only to the extent necessary to preserve its REIT status. Holders may require repurchase at par plus accrued interest upon a fundamental change, such as certain business combinations or delistings.

O 8-K SEC Disclosure — Jan 6, 2026

01—Abstract

Summary

Summary of the 8-K filed January 6, 2026. Cited figures are marked; the original filing is the authoritative source.

Realty Income Corporation (NYSE: O) announced on January 6, 2026 that it priced a $750.0 million^a private offering of 3.500% convertible senior notes due January 15, 2029, sold to qualified institutional buyers under Rule 144A.

The notes are scheduled to settle January 8, 2026, and the initial purchasers hold an option for up to an additional $112.5 million^b. Estimated net proceeds are approximately $735.0 million, or about $845.5 million if the option is fully exercised. The initial conversion price is roughly $69.42 per share, a 20% premium over the $57.85 closing price on January 5, 2026.

Conversions will be settled in cash and, where applicable, in common shares. The offering is largely a balance-sheet and capital-structure transaction. Management intends to use most of the proceeds for general corporate purposes, including repaying or repurchasing indebtedness such as the $500.0 million^c of 5.050% senior notes maturing January 13, 2026, and repaying revolver or commercial paper borrowings.

Proceeds may also fund hedging, property development and acquisitions, and portfolio improvements. Approximately $102.1 million^d is earmarked to repurchase about 1.8 million common shares concurrently with pricing, through privately negotiated transactions. Management acknowledges these repurchases may affect the trading price of the stock and may have influenced the notes' initial terms, including the conversion price.

For investors, the key considerations are the dilution potential from conversion, the modest coupon relative to the conversion premium, the company's ability to refinance near-term maturities at a lower-cost instrument, and the share repurchase component. The notes include a REIT-preservation-only issuer redemption right and standard fundamental change put protections. The filing is a press-release disclosure under Item 8.01 and does not include detailed financial statements beyond the offering terms.

02—Key points

Key Highlights

$750.0 million aggregate principal of 3.500% convertible senior notes due January 15, 2029 priced, with an option for up to $112.5 million additional notes
Estimated net proceeds of approximately $735.0 million ($845.5 million if the option is fully exercised)
Initial conversion price of approximately $69.42 per share (14.4051 shares per $1,000 principal), a ~20% premium to the $57.85 closing price on January 5, 2026
Majority of proceeds earmarked for general corporate purposes, including repayment of the $500.0 million 5.050% senior notes maturing January 13, 2026 and revolver/commercial paper borrowings
Approximately $102.1 million to repurchase about 1.8 million common shares concurrently with pricing, which may affect stock price and the notes' initial terms
Notes are senior unsecured; conversions before October 15, 2028 are limited to specified events, and cash settlement of conversions is elected by the company
Issuer redemption right exists only to the extent necessary to preserve REIT status; holders have fundamental change repurchase rights

03—Questions

Frequently Asked Questions

How much capital is Realty Income raising and at what cost?
The company priced $750.0 million of 3.500% convertible senior notes due 2029, with net proceeds of roughly $735.0 million before any exercise of the $112.5 million overallotment option. The 3.500% coupon is paid semi-annually on January 15 and July 15, beginning July 15, 2026.
Will this offering dilute existing shareholders?
Potentially. Conversion is at about 14.4051 shares per $1,000 principal, or roughly $69.42 per share. Realty Income has stated it will settle conversions in cash and, where applicable, in shares, so dilution depends on whether the stock trades above the conversion price when holders convert. The filing does not quantify the full potential share count.
What will the company do with the proceeds?
Most proceeds are for general corporate purposes, including repaying the $500.0 million 5.050% notes maturing January 13, 2026, and reducing revolver or commercial paper borrowings. Funds may also support hedging, property development and acquisitions, and portfolio expansion. About $102.1 million will repurchase roughly 1.8 million common shares at pricing.
Why is the company repurchasing shares alongside the notes offering?
The company is buying back about 1.8 million shares in privately negotiated trades through an initial purchaser or its affiliate. Management notes these repurchases may influence the stock price and may have affected the notes' initial terms, including the conversion price, so investors should consider that the pricing reflects these transactions.
When can noteholders convert, and can the company force conversion or redeem early?
Before October 15, 2028, holders may convert only upon certain specified events; from October 15, 2028 until the second trading day before maturity, they may convert at any time. Realty Income may redeem the notes early only to the extent necessary to preserve its REIT status. Holders may require repurchase at par plus accrued interest upon a fundamental change, such as certain business combinations or delistings.

04—Continue

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