8-KOther EventsExhibits & Filings

REALTY INCOME CORP 8-K Report, Corporate Update (May 8, 2026)

Filed May 8, 2026For Securities:O

Summary

Realty Income Corporation (O) has entered into a new, broad sales agreement effective May 7, 2026, designed to allow for the offer and sale of up to 150,000,000 shares of its common stock. This agreement replaces a previous "at-the-market" program, under which approximately 19.9 million shares were sold out of a possible 150 million. The new agreement involves a large syndicate of financial institutions acting as agents and forward purchasers, indicating a significant potential for equity issuance over time. The structure allows for shares to be sold directly by the company through agents, or via forward sale agreements. These forward sale agreements introduce flexibility, with provisions for both contingent and non-contingent transactions. While initial sales through forward agreements may not immediately provide proceeds, settlement of these agreements (especially non-contingent ones) is expected to result in net proceeds. The company intends to use these proceeds for general corporate purposes, including debt repayment, property development, acquisitions, and other strategic initiatives. This move suggests a proactive approach to capital raising and strategic financial management.

Key Highlights

  • 1New sales agreement allows for the issuance and sale of up to 150,000,000 shares of common stock.
  • 2The agreement replaces a prior 'at-the-market' program, with 19,897,223 shares sold under the previous program.
  • 3A large syndicate of financial institutions is involved as agents and forward purchasers.
  • 4The agreement includes provisions for both direct sales and forward sale agreements (contingent and non-contingent).
  • 5Proceeds from settlement of forward sale agreements are expected for general corporate purposes, including debt reduction and property investments.
  • 6Commissions for sales agents and forward sellers generally do not exceed 2.0% of gross sales price, but can be higher under certain conditions.
  • 7The prior sales agreement, dated November 7, 2025, has been terminated concurrently.

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