NYSE: O REALTY INCOME CORP 8-K

Realty Income launches $150M ATM equity program with forward sale options

Filed May 8, 2026 · Period ending May 7, 2026 · ~1 min read

Key Changes

high

Established new at-the-market program to sell up to 150 million common shares through 24 agent banks, replacing prior program that sold 19.9 million shares since November 2025.

Item 8.01 verify on EDGAR →
medium

Program includes forward sale agreements where agents borrow and sell shares with company settling later at predetermined forward price; no immediate proceeds but potential contingency premiums.

Item 8.01 verify on EDGAR →
medium

Proceeds will fund general corporate purposes including debt repayment, property acquisitions and development, business combinations, and portfolio improvements.

Item 8.01 verify on EDGAR →

Summary

Realty Income disclosed a new at-the-market equity offering program allowing the sale of up to 150 million common shares through 24 investment banks. The program replaces a prior ATM arrangement from November 2025 that had sold approximately 19.9 million shares. Sales will occur through ordinary market transactions at prevailing prices, with agent commissions capped at 2.0% of gross proceeds.

The program includes both direct share sales and forward sale agreements. Under the forward structure, agents initially borrow and sell shares to hedge their exposure, with Realty Income receiving no immediate proceeds but potentially earning contingency premiums. The company expects to physically settle these forward agreements on future dates by delivering shares at predetermined forward prices.

This structure provides flexibility in timing capital raises relative to market conditions. For a REIT like Realty Income, ATM programs are standard capital management tools that allow opportunistic equity raises to fund acquisitions and manage leverage without the cost and market impact of traditional underwritten offerings. The $150 million capacity represents modest dilution potential relative to the company's equity base, and proceeds will support the REIT's ongoing property acquisition and development activities while providing balance sheet flexibility.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~2,300 words

Item 8.01 — Other Events filed; see Key Changes for terms.

3 Added

Added New ATM equity program high

Added in current filing · verify on EDGAR →

On May 7, 2026, Realty Income Corporation (the “Company”) entered into a sales agreement (the “Sales Agreement”) with Robert W. Baird & Co. Incorporated, Barclays Capital Inc., BMO Capital Markets Corp., BNP Paribas Securities Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Citizens JMP Securities, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Huntington Securities, Inc., Jefferies LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, Regions Securities LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc., Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC, Truist Securities, Inc., UBS Securities LLC and Wells Fargo Securities, LLC (each, an “Agent” and together, the ‘‘Agents’’), the Forward Sellers (as defined below) and the Forward Purchasers (as defined below) providing for the offer and sale of up to 150,000,000 shares of the Company’s common stock, par value $0.01 per share, from time to time

Realty Income established a new at-the-market equity offering program allowing the sale of up to 150 million common shares through 24 agent banks. The program includes both direct sales by the company and forward sale agreements where agents borrow and sell shares, with the company settling later. Sales will occur through ordinary market transactions at prevailing prices, with agent commissions capped at 2.0% of gross sales price.

Added Forward sale structure medium

Added in current filing · verify on EDGAR →

The Company will not initially receive any proceeds from the sale of shares of its common stock borrowed by a Forward Purchaser or its affiliate and sold through the relevant Forward Seller, but we may receive contingency premiums from the applicable Forward Purchaser for the Contingent Forward Sale Agreements. The Company currently expects to fully physically settle each Fixed Share Forward Sale Agreement, if any, with the relevant Forward Purchaser on one or more dates specified by the Company on or prior to the maturity date of such Fixed Share Forward Sale Agreement, in which case the Company would expect to receive aggregate net proceeds at settlement equal to the number of shares of the Company’s common stock specified in such Fixed Share Forward Sale Agreement multiplied by the relevant forward price per share.

The program includes two types of forward sale agreements: contingent (where the company's obligation to deliver shares depends on the forward purchaser exercising a contingency) and non-contingent (fixed obligation). Under forward sales, agents initially borrow and sell shares to hedge their exposure, with Realty Income receiving no immediate proceeds but potentially receiving contingency premiums. The company expects to physically settle forward agreements by delivering shares at a predetermined forward price on future settlement dates.

Added Use of proceeds medium

Added in current filing · verify on EDGAR →

The Company intends to use the net proceeds it receives from the issuance and sale by it of any shares of its common stock to or through the Agents, any net proceeds it receives upon settlement of any Forward Sale Agreements with the relevant Forward Purchasers and any contingency premiums from the applicable Forward Purchaser for the Contingent Forward Sale Agreements for general corporate purposes, which may include, among other things, the repayment or repurchase of the Company’s indebtedness (including borrowings under the Company’s revolving credit facilities and commercial paper programs), foreign currency swaps or other hedging instruments, the development, redevelopment and acquisition of additional properties, acquisition or business combination transactions, and the expansion and improvement of certain properties in the Company’s portfolio.

Proceeds from share sales and forward settlement will be used for general corporate purposes including debt repayment, property acquisitions and development, business combinations, portfolio improvements, and hedging activities. This provides the REIT with flexible capital for growth and balance sheet management.