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Get filing alertsRealty Income announces $750M convertible notes offering and $2.6B Q2 acquisitions
Filed August 11, 2026 · Period ending August 11, 2026 · ~1 min read
Key Changes
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high
Announced proposed $750M convertible senior notes offering due 2031 (plus up to $112.5M greenshoe) to qualified institutional buyers; pricing terms including interest rate and conversion price to be determined at pricing.
Item 8.01 — Other Events verify on EDGAR → -
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Invested $2.6B ($2.1B pro-rata share) in Q2 2026 across properties, development projects, and loans at 7.3% weighted average initial cash yield.
Item 8.01 — Other Events verify on EDGAR → -
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Plans concurrent share repurchase with offering pricing through initial purchaser affiliate, which could affect stock price and notes' initial conversion price.
Exhibit 99.1 view on EDGAR → -
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Will enter capped call transactions to reduce potential dilution from note conversions, subject to a cap price; notes cannot be redeemed before August 20, 2029 except for cleanup or REIT preservation.
Exhibit 99.1 view on EDGAR → -
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Noteholders may require repurchase at par plus accrued interest if a fundamental change occurs, including certain business combinations or delisting events.
Exhibit 99.1 view on EDGAR →
Summary
Realty Income disclosed two significant developments: a proposed $750 million convertible senior notes offering due 2031 and $2.6 billion in second-quarter acquisitions. The convertible offering, marketed to qualified institutional buyers under Rule 144A, includes a up to $112.5 million greenshoe option. Pricing terms—including the interest rate and conversion price—will be determined when the offering prices.
The company plans to use proceeds to fund capped call transactions designed to limit dilution, to repurchase shares concurrently with pricing (which could influence the stock price and the notes' conversion terms), and for general corporate purposes including debt repayment and property acquisitions.
The Q2 investment activity deployed $2.6 billion (pro-rata share $2.1 billion) across properties, development projects, unconsolidated entities, and loans at a 7.3% weighted average initial cash yield. This acquisition pace reflects continued portfolio expansion at yields above the company's historical averages. The convertible structure provides Realty Income with lower-cost capital than traditional debt while the capped calls and concurrent share repurchase are designed to manage dilution risk. Noteholders receive downside protection through a fundamental-change repurchase right at par plus accrued interest, and the notes cannot be redeemed before August 2029 except in limited circumstances.
Section-by-Section Diff
Event · Item 8.01 — Other Events
Item 8.01 — Other Events filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
During the three months ended June 30, 2026, the Company invested approximately $2.6 billion, with a pro-rata share of $2.1 billion, in properties, properties under development or expansion, unconsolidated entities and loans at an initial weighted average cash yield of approximately 7.3%.
Realty Income invested approximately $2.6 billion in the second quarter of 2026 across properties, development projects, unconsolidated entities, and loans. The company's pro-rata share was $2.1 billion, and the investments carry an initial weighted average cash yield of approximately 7.3%. This represents the expected cash income for the first twelve months following acquisition divided by total cost. Note: these figures were previously disclosed in the company's Aug 5, 2026 8-K.
Added in current filing · verify on EDGAR →
On August 11, 2026, the Company issued a press release relating to a proposed private offering of Convertible Senior Notes due 2031 (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
Realty Income announced a proposed private offering of Convertible Senior Notes due 2031 to qualified institutional buyers under Rule 144A. The filing does not disclose the size of the offering, pricing terms, conversion price, or intended use of proceeds. This represents a new capital-raising initiative that could dilute existing shareholders upon conversion while providing the company with additional funding.
Event · Exhibit 99.1
Realty Income announces proposed $750M convertible senior notes offering due 2031 with concurrent share repurchase and capped call transactions.
Added in current filing · view on EDGAR →
$750.0 million aggregate principal amount of convertible senior notes due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Realty Income also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $112.5 million aggregate principal amount of notes.
Realty Income is offering $750 million of convertible senior notes due 2031 in a private placement to qualified institutional buyers, with an additional $112.5 million greenshoe option. The notes will be senior unsecured obligations with semi-annual interest payments, convertible into cash and potentially common stock at the company's election. The notes cannot be redeemed before August 20, 2029 except in limited circumstances (cleanup redemption if less than 10% outstanding, or REIT preservation redemption).
Added in current filing · view on EDGAR →
Realty Income intends to use a portion of the net proceeds from this offering to pay the cost of the capped call transactions described below. Realty Income expects to use a portion of the net proceeds from this offering to repurchase shares of Realty Income’s common stock concurrently with the pricing of this offering in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as Realty Income’s agent. These repurchases could increase (or reduce the size of any decrease in) the market price of Realty Income’s common stock or the notes, and this activity could affect the market price of Realty Income’s common stock prior to, concurrently with or shortly after the pricing of the notes, and could result in a higher initial conversion price for the notes. Realty Income intends to use the remainder of the net proceeds from this offering for general corporate purposes, which may include, among other things, the repayment or repurchase of certain indebtedness (including borrowings under Realty Income’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 Realty Income’s portfolio.
The company plans to use proceeds to fund capped call transactions and to repurchase shares concurrently with the offering pricing, which could affect the stock price and the notes' initial conversion price. Remaining proceeds will be used for general corporate purposes including debt repayment, property acquisitions and development, and portfolio improvements.
Added in current filing · view on EDGAR →
In connection with the pricing of the notes, Realty Income expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or one or more other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Realty Income’s common stock upon any conversion of the notes and/or offset any potential cash payments Realty Income is required to make in excess of the principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap.
Realty Income will enter into capped call transactions to reduce potential dilution from note conversions and offset cash payments above principal. These transactions will cover the number of shares initially underlying the notes, subject to a cap price above which dilution or cash payments would not be fully offset.
Added in current filing · view on EDGAR →
Except in the event of a cleanup redemption or a REIT preservation redemption (each as defined below), Realty Income may not redeem the notes prior to August 20, 2029. Realty Income will have the right to redeem the notes, in whole or in part (subject to certain limitations), for cash at Realty Income’s option at any time, and from time to time, on or after August 20, 2029 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Realty Income's common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied.
The notes cannot be redeemed before August 20, 2029 except for cleanup redemption (if less than 10% outstanding) or REIT preservation purposes. After August 20, 2029, Realty Income can redeem the notes if its stock price exceeds 130% of the conversion price for a specified period. All redemptions are at par plus accrued interest.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 12, 2026 · How we verify