NYSE: O REALTY INCOME CORP 8-K

Realty Income prices $875M convertible notes at 3.750%, upsized from $750M

Filed August 12, 2026 · Period ending August 11, 2026 · ~1 min read

Key Changes

high

Priced $875M of 3.750% convertible senior notes due 2031, upsized from initially announced $750M, settling August 14, 2026. Net proceeds estimated at $859M.

Item 8.01 — Other Events verify on EDGAR →
high

Notes convertible at $72.72/share (17.5% premium to $61.89 close on August 11), representing 13.7512 shares per $1,000 principal. Conversion allowed only upon certain events before May 15, 2031.

Exhibit 99.1 view on EDGAR →
high

Will use $188.7M of proceeds to repurchase ~3.0M shares concurrently with pricing in privately negotiated transactions. Remainder for general corporate purposes including debt repayment and acquisitions.

Exhibit 99.1 view on EDGAR →
medium

Entered capped call transactions with $83.55/share cap (35% premium to current price) to reduce dilution from conversions, funded with $29.1M of offering proceeds.

Exhibit 99.1 view on EDGAR →
medium

Notes redeemable by company after August 20, 2029 only if stock exceeds 130% of conversion price for specified period. Noteholders can require repurchase upon fundamental change.

Exhibit 99.1 view on EDGAR →

Summary

Realty Income priced an upsized $875 million convertible senior notes offering, increasing the size from the previously announced $750 million. The notes carry a 3.750% coupon and mature August 15, 2031, with an initial conversion price of $72.72 per share—a 17.5% premium to the August 11 closing price of $61.89. Net proceeds are estimated at $859 million after fees and expenses.

The company will deploy $188.7 million of proceeds to repurchase approximately 3.0 million shares concurrently with the offering, and $29.1 million to fund capped call transactions designed to limit dilution from conversions (capped at $83.55/share, a 35% premium). The remainder will fund general corporate purposes including debt repayment, acquisitions, and property development.

The concurrent share repurchase partially offsets the potential dilution from the convertible structure, while the capped calls provide additional protection if the stock appreciates significantly. For holders, the offering adds $875 million in debt but at a relatively low 3.750% coupon, and the company is immediately returning over 20% of gross proceeds to shareholders via the buyback. The conversion price sits well above current levels, and the capped calls limit dilution risk. The notes cannot be redeemed before August 2029 except in limited circumstances, providing visibility on the capital structure through that date.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~900 words

Realty Income priced $X convertible senior notes due 2031 at 3.750% coupon, convertible to common stock under terms to be disclosed.

1 Added

Added Convertible debt offering pricing high

Added in current filing · verify on EDGAR →

On August 11, 2026, Realty Income Corporation (the “Company”) issued a press release announcing the pricing of the previously announced offering of the Company’s 3.750% 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 priced an offering of convertible senior notes due 2031 with a 3.750% coupon, sold to qualified institutional buyers under Rule 144A. The notes are convertible into the company's common stock under terms not disclosed in this 8-K. The filing does not state the principal amount raised, the conversion price, or the intended use of proceeds.

Event · Exhibit 99.1

~2,700 words View exhibit on EDGAR ↗

4 Added

Added Convertible notes offering high

Added in current filing · view on EDGAR →

Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced the pricing of its offering of $875.0 million aggregate principal amount of 3.750% 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”). The offering size was increased from the previously announced offering size of $750.0 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on August 14, 2026, subject to customary closing conditions.

Realty Income priced an upsized $875 million convertible senior notes offering, increased from the previously announced $750 million. The notes carry a 3.750% coupon, mature August 15, 2031, and will settle August 14, 2026. The initial conversion price is approximately $72.72 per share, representing a 17.5% premium over the August 11, 2026 closing price of $61.89.

Added Use of proceeds high

Added in current filing · view on EDGAR →

Realty Income estimates that the net proceeds from the offering will be approximately $859.0 million (or approximately $981.9 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions and Realty Income’s estimated offering expenses. Realty Income intends to use approximately $29.1 million of the net proceeds from this offering to pay the cost of the capped call transactions described below. Realty Income expects to use approximately $188.7 million of the net proceeds from this offering to repurchase approximately 3.0 million 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.

Net proceeds are estimated at $859 million (or $981.9 million if the overallotment option is exercised). Realty Income will use approximately $29.1 million for capped call transactions and approximately $188.7 million to repurchase approximately 3.0 million shares concurrently with the offering. The remainder will be used for general corporate purposes, including debt repayment, acquisitions, and property development.

Added Redemption provisions medium

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.

Realty Income cannot redeem the notes before August 20, 2029, except for cleanup redemptions (if less than 10% of notes remain outstanding) or REIT preservation redemptions. After August 20, 2029, the company may redeem the notes if its stock price exceeds 130% of the conversion price for a specified period. Noteholders may require repurchase upon a fundamental change at principal plus accrued interest.

Added Capped call transactions medium

Added in current filing · view on EDGAR →

In connection with the pricing of the notes, Realty Income entered 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. ... The cap price of the capped call transactions will initially be approximately $83.55 per share of Realty Income’s common stock, which represents a premium of approximately 35.0% above the closing price of Realty Income’s common stock of $61.89 per share on the New York Stock Exchange on August 11, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

Realty Income entered into capped call transactions to reduce potential dilution from note conversions and offset cash payments above principal. The cap price is approximately $83.55 per share, representing a 35.0% premium to the August 11, 2026 closing price of $61.89. Realty Income used approximately $29.1 million of offering proceeds to fund these transactions.