NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2026 (unaudited)
1. Summary of Significant Accounting Policies
Realty Income Corporation (“Realty Income,” the “Company,” “we,” “our” or “us”), a Maryland corporation, is an S&P 500 company and real estate partner to the world's leading companies®. The Company was founded in 1969 and our shares of common stock trade on the New York Stock Exchange ("NYSE") under the symbol “O”.
As of March 31, 2026, we owned or held interests in a diversified portfolio of 15,571 properties located in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe.
Basis of Presentation. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Intercompany accounts and transactions are eliminated in consolidation. The U.S. Dollar ("USD") is our reporting currency. Unless otherwise indicated, all dollar amounts are expressed in USD.
For our consolidated subsidiaries whose functional currency is not the USD, we translate their financial statements into USD at the time we consolidate those subsidiaries’ financial statements. Generally, assets and liabilities are translated at the exchange rate in effect at the balance sheet date. The resulting translation adjustments are included in 'Accumulated other comprehensive income' ("AOCI") on our consolidated balance sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income statement accounts are translated using the average exchange rate for the period.
We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in our functional currency. When the debt is remeasured to the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in 'Foreign currency and derivative loss, net' in our consolidated statements of income and comprehensive income. In the statement of cash flows, cash flows denominated in foreign currencies are translated using the exchange rates in effect at the time of the respective cash flows or at average exchange rates for the period, depending on the nature of the cash flow items.
In the opinion of management, all adjustments (consisting only of normal recurring accruals) necessary to present a fair statement of results for the interim periods presented have been included. Operating results for the three months ended March 31, 2026 are not necessarily an indication of the results that may be expected for the entire year. Readers of this quarterly report should refer to our audited consolidated financial statements for the year ended December 31, 2025, which are included in our 2025 annual report on Form 10-K, as certain disclosures that would substantially duplicate those contained in the audited financial statements have not been included in this report. Principles of Consolidation. These consolidated financial statements include the accounts of Realty Income and all other entities in which we have a controlling financial interest. We evaluate whether we have a controlling financial interest in an entity in accordance with Accounting Standards Codification ("ASC") 810, Consolidation.
Voting interest entities ("VOEs") are entities considered to have sufficient equity at risk and which the equity holders have the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. We consolidate voting interest entities in which we have a controlling financial interest, which we typically have through holding of a majority of the entity’s voting equity interests.
Variable interest entities ("VIEs") are entities that lack sufficient equity at risk or where the equity holders either do not have the obligation to absorb losses, do not have the right to receive residual returns, do not have the right to make decisions about the entity’s activities, or some combination of the above. A controlling financial interest in a VIE is present when an entity has a variable interest, or a combination of variable interests, that provides the entity with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. An entity that meets both conditions above is deemed the primary beneficiary and consolidates the VIE. We reassess our initial evaluation of whether an entity is a VIE when certain reconsideration events occur. We reassess our determination of whether we are the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances.
As of March 31, 2026, we are considered the primary beneficiary of our U.S. Core Plus Fund (the "Fund"), our strategic partnership in joint venture with Apollo Global Management, Inc. ("Apollo"), Realty Income, L.P. and certain investments, including investments in joint ventures. Below is a summary of selected financial data of such consolidated VIEs, included on our consolidated balance sheets as of March 31, 2026 and December 31, 2025 (in thousands):
| | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
Net real estate | $ | 6,755,640 | | $ | 4,831,968 | |
Total assets | $ | 7,772,142 | | $ | 5,579,888 | |
Total liabilities | $ | 395,944 | | $ | 422,092 | |
The portion of a consolidated entity not owned by us is recorded as a noncontrolling interest. Noncontrolling interests are reflected on our consolidated balance sheets as a component of equity. Noncontrolling interests that were created or assumed as part of a business combination or asset acquisition were recognized at fair value as of the date of the transaction. For further details, see note 9, Noncontrolling Interests.
Reclassification. The 'Other revenue' line item from prior periods has been broken out into the following line items: 'Interest income on financing receivables', 'Interest and dividend income on loans and preferred equity investments, and 'Other' to provide further detail on amounts included as 'Other' in our consolidated statements of income and comprehensive income. Prior periods have been reclassified to conform with the current period’s presentation.
Use of Estimates. The consolidated financial statements were prepared in conformity with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Net Income per Common Share. Basic net income per common share is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during each period. Diluted net income per common share is computed by dividing net income available to common stockholders, plus income attributable to dilutive shares and convertible common units for the period, by the weighted average number of common shares that would have been outstanding assuming the issuance of common shares for all dilutive common shares outstanding during the reporting period, including common shares required to satisfy the exchange obligation for convertible notes under the if-converted method, assuming all such convertible notes were converted at the beginning of the reporting period, or date of issuance, if later. The average closing price of our common stock for the reporting period is used as the basis for determining the dilutive effect on earnings per share. For further details, see note 15, Net Income per Common Share.
Income Taxes. We have elected to be taxed as a real estate investment trust ("REIT"), under Section 856 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”). We believe we have qualified and continue to qualify as a REIT. Under the REIT operating structure, we are permitted to deduct dividends paid to our stockholders in determining our taxable income. Assuming our dividends equal or exceed our taxable net income in the U.S., we generally will not be required to pay U.S. income taxes on such income. Accordingly, no provision has been made for federal income taxes in the accompanying consolidated financial statements, except for federal income taxes of our taxable REIT subsidiaries ("TRS"). A TRS is a subsidiary of a REIT that is subject to federal, state and local income taxes, as applicable. Our use of TRS entities enables us to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment without the requirement to distribute those earnings. We are liable for taxes in our applicable international territories and have made the appropriate provisions in those territories. Therefore, the income taxes recorded in our consolidated statements of income and comprehensive income represent amounts for U.S. income taxes on our TRS entities, city and state income and franchise taxes, as well as income taxes for the applicable international territories.
We recognize deferred income tax in our taxable subsidiaries, including certain international jurisdictions. Deferred income tax assets and liabilities are generally the result of temporary differences between book and tax accounting, such as timing differences caused by different useful lives used for depreciation. We provide for a valuation allowance for deferred income tax assets if we believe some or all of the deferred income tax assets may not be realized. We had $5.7 million and $4.3 million of net deferred tax liabilities as of March 31, 2026 and December 31, 2025, respectively, which are reported in 'Other liabilities' on our consolidated balance sheets.
Earnings and profits that determine the taxability of distributions to stockholders differ from net income reported for financial reporting purposes primarily due to differences in the estimated useful lives and methods used to compute depreciation and the carrying value (basis) of the investments in properties for tax purposes, among other things.
We regularly analyze our various international, federal and state filing positions and only recognize the income tax effect in our financial statements when certain criteria regarding uncertain income tax positions have been met. We believe that our income tax positions would more likely than not be sustained upon examination by all relevant taxing authorities. Therefore, no provisions for uncertain tax positions have been recorded on our consolidated financial statements.
Lease Revenue Recognition and Accounts Receivable. The majority of our leases are accounted for as operating leases. Under this method, leases that have fixed and determinable rent increases are recognized on a straight-line basis over the lease term. Any rental revenue contingent upon our client’s sales, or percentage rent, is recognized only after our client exceeds its sales breakpoint. Rental increases based upon changes in the consumer price indices are recognized only after the changes in the indexes have occurred and are then applied according to the lease agreements. Lease termination fees, which are included in rental revenue, are amortized over the remaining term of the lease until we have no continuing obligation to provide services to such former client. Contractually obligated rental revenue from our clients for recoverable real estate taxes and operating expenses are included in contractually obligated reimbursements by our clients, a component of rental revenue, in the period when such costs are incurred. Taxes and operating expenses paid directly by our clients are recorded on a net basis.
Other revenue includes certain property-related revenue not included in rental revenue and interest income recognized on financing receivables for certain leases with above-market terms.
We assess the probability of collecting substantially all of the lease payments to which we are entitled under the original lease contract as required under ASC 842, Leases. We assess the collectability of our future lease payments based on an analysis of creditworthiness, economic trends and other facts and circumstances related to the applicable clients. If we conclude the collection of substantially all of lease payments under a lease is less than probable, rental revenue recognized for that lease is limited to cash received going forward, existing operating lease receivables, including those related to straight-line rental revenue, must be written off as an adjustment to rental revenue, and no further operating lease receivables are recorded for that lease until such future determination is made that substantially all lease payments under that lease are now considered probable. If we subsequently conclude that the collection of substantially all lease payments under a lease is probable, a reversal of lease receivables previously written off is recognized.
In addition to the client-specific collectability assessment conducted, we may also recognize a general allowance, as a reduction to rental revenue, for our operating lease receivables which are not expected to be fully collectible. We had $5.3 million and $5.1 million of general allowance as of March 31, 2026 and December 31, 2025, respectively.
Loans Receivable. Our acquired loans are classified as held for investment and are carried at their amortized cost basis. We recognize interest income on loans receivable using a method that approximates the effective-interest method. Direct costs associated with originating loans, along with any premium or discount, are deferred and amortized as an adjustment to interest income over the term of the loan using the effective interest method. When management identifies that the full recovery of the contractually specified payments of principal and interest of a loan is less than probable, we evaluate the expected loss amount and place it on non-accrual status. We have made an accounting policy election to record accrued interest on our loan portfolio separate from our loan receivable and other lending investments. These loans and the related interest receivable are presented in 'Other assets, net' on our consolidated balance sheets.
Acquisition, Development and Construction ("ADC") Arrangements. We originate loans to third-party borrowers for the acquisition, development, and construction of real estate. Each ADC arrangement is evaluated in accordance with ASC 310, Receivables, which involves the determination of whether an arrangement should be accounted for as a loan receivable or as an equity method investment. This analysis is applied only where the borrower entity is not subject to consolidation under ASC 810, Consolidation. Specifically, we first assess whether we are expected to receive more than 50% of the expected residual profits from the project, defined as profit above a reasonable lender return from the sale, refinancing, or other use of the property. If our expected participation in residual profits exceeds 50%, the arrangement must be accounted for as an equity method investment. If our
expected participation is 50% or less, we further evaluate whether the arrangement exhibits characteristics more consistent with a loan or an equity method investment. This evaluation involves judgment and considers various factors, including the significance of borrower equity in the project, loan-to-cost and loan-to-value metrics relative to market, the existence of guarantees or binding lease arrangements, and interest rate and fee terms relative to market, among others. We reassess the classification of each ADC arrangement if facts and circumstances subsequently change in a manner that could affect the initial classification. Any reclassification is applied prospectively. As of March 31, 2026, we have determined that all of our ADC loan arrangements have characteristics more consistent with a loan than an equity method investment, and accordingly account for them as loan receivables.
Financing Receivables. For properties we acquire that qualify as sale-leaseback transactions and for which the purchase price is in excess of the fair value of the real estate acquired, the difference is accounted for as financing receivables, presented within 'Other assets, net' on our consolidated balance sheets. Rent payments are allocated between rental income and the financing receivable. Interest income on the financing receivable is recognized using the interest rate implicit in the leaseback and presented within 'Interest income on financing receivables revenue' in our consolidated statements of income and comprehensive income.
Allowance for Credit Losses. The allowance for credit losses, which is recorded as a reduction to loans receivable and financing receivable within 'Other assets, net' on our consolidated balance sheets, is measured using a probability of default method based on our clients respective credit ratings, our historical experience, and the expected value of the underlying collateral upon its repossession. If we determine a financing receivable no longer shares risk characteristics with other financing receivables in the pool, we evaluate the financing receivable for expected credit losses on an individual basis. Included in our model are factors that incorporate forward-looking information. The measurement of expected credit losses is also applicable to off-balance sheet credit exposures such as unfunded loan commitments. The allowance for credit losses attributed to unfunded commitments is included in 'Other liabilities' on our consolidated balance sheets. Changes in our allowance for credit losses are presented in 'Provisions for impairment' in our consolidated statements of income and comprehensive income. For further details, see note 5, Investments in Loans and Financing Receivables.
Merger, Transaction, and Other Costs, Net. Merger, transaction, and other costs, net, includes (i) expensed acquisition costs, including certain costs incurred for credit investment loans, (ii) organization costs for potential strategic ventures and business lines, (iii) ongoing legal services incurred in fundraising of the Fund, (iv) merger-related transaction costs, and (v) other costs that do not align with the ongoing operations of our business. During the three months ended March 31, 2026, we incurred $10.8 million of merger, transaction, and other costs, net consisting primarily of expensed acquisition costs and placement fees incurred in fundraising for the Fund.
Equity Offering Costs. Underwriting commissions and offering costs have been reflected as a reduction of additional paid-in capital on our consolidated balance sheets. Costs incurred in connection with the issuance of noncontrolling interests, including direct and incremental costs associated with forming joint ventures and admitting third-party investors, are capitalized as equity offering costs. Costs that are not directly attributable to the issuance of equity, such as fees associated with ongoing advisory, management, or other services, are expensed as incurred.
Recent Accounting Standards Not Yet Adopted. In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Intangibles—Goodwill and Other—Internal-Use Software, which simplifies the capitalization guidance by removing references to software development project stages and further updates so that the guidance considers various software development methods. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The amendments in this update permit an entity to apply the new guidance using a prospective, retrospective or modified transition approach. While we are currently evaluating the impact of this pronouncement, we do not expect it will have a material impact on our consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, requiring all public business entities to provide additional disclosure of the nature of expenses included in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis, with early adoption permitted. While the adoption is not expected to have an impact on our financial statements, it is expected to result in incremental disclosures within the footnotes to our consolidated financial statements.
2. Supplemental Detail for Certain Components of Consolidated Balance Sheets (in thousands):
| | | | | | | | | | | | | | |
| A. | Accounts receivable, net, consist of the following at: | March 31, 2026 | | December 31, 2025 |
| Straight-line rent receivables, net | $ | 918,236 | | | $ | 880,341 | |
| Client receivables, net | 198,907 | | | 173,146 | |
| | $ | 1,117,143 | | | $ | 1,053,487 | |
| | | | | | | | | | | | | | |
| B. | Lease intangible assets, net, consist of the following at: | March 31, 2026 | | December 31, 2025 |
| In-place leases | $ | 7,740,659 | | | $ | 7,627,840 | |
| Above-market leases | 2,263,966 | | | 2,251,857 | |
| Accumulated amortization of in-place leases | (3,368,009) | | | (3,220,426) | |
| Accumulated amortization of above-market leases | (990,236) | | | (944,198) | |
| Other items | 2,124 | | | 2,168 | |
| | $ | 5,648,504 | | | $ | 5,717,241 | |
| | | | | | | | | | | | | | |
| C. | Other assets, net, consist of the following at: | March 31, 2026 | | December 31, 2025 |
| Loans receivable, net | $ | 2,672,184 | | | $ | 1,682,117 | |
| Financing receivables, net | 1,544,128 | | | 1,574,574 | |
| Right of use asset - financing leases, net | 808,043 | | | 827,644 | |
| Investment in preferred equity | 803,947 | | | 800,472 | |
| Right of use asset - operating leases, net | 589,433 | | | 592,319 | |
| Restricted escrow deposits | 146,818 | | | 83,200 | |
| Prepaid expenses | 101,187 | | | 76,207 | |
| Value-added tax receivable | 97,659 | | | 75,005 | |
| Derivative assets and receivables - at fair value | 67,139 | | | 8,018 | |
| Interest receivable | 45,249 | | | 33,805 | |
| Revolving credit facilities origination costs, net | 22,400 | | | 25,246 | |
| Corporate assets, net | 15,045 | | | 15,159 | |
| Investment in sales type lease | 6,224 | | | 6,206 | |
| Impounds related to mortgages payable | 3,682 | | | 2,714 | |
| Non-refundable escrow deposits | 2,185 | | | 3,150 | |
| Other items | 95,906 | | | 89,864 | |
| | $ | 7,021,229 | | | $ | 5,895,700 | |
| | | | | | | | | | | | | | |
| D. | Accounts payable and accrued expenses consist of the following at: | March 31, 2026 | | December 31, 2025 |
| Notes payable - interest payable | $ | 306,729 | | | $ | 303,557 | |
| Derivative liabilities and payables - at fair value | 131,834 | | | 205,695 | |
| Property taxes payable | 88,129 | | | 92,246 | |
| Value-added tax payable | 82,660 | | | 76,009 | |
| Accrued property expenses | 78,035 | | | 69,258 | |
| Accrued income taxes | 74,887 | | | 120,228 | |
| Accrued costs on properties under development | 38,215 | | | 36,064 | |
| Mortgages, term loans, and credit line - interest payable | 4,102 | | | 2,699 | |
| Other items | 148,613 | | | 155,213 | |
| | $ | 953,204 | | | $ | 1,060,969 | |
| | | | | | | | | | | | | | |
| E. | Lease intangible liabilities, net, consist of the following at: | March 31, 2026 | | December 31, 2025 |
| Below-market leases | $ | 2,151,816 | | | $ | 2,135,262 | |
| Accumulated amortization of below-market leases | (673,304) | | | (641,304) | |
| | $ | 1,478,512 | | | $ | 1,493,958 | |
| | | | | | | | | | | | | | |
| F. | Other liabilities consist of the following at: | March 31, 2026 | | December 31, 2025 |
| Lease liability - operating leases | $ | 423,553 | | | $ | 429,675 | |
| Rent received in advance and other deferred revenue | 381,093 | | | 460,968 | |
| Lease liability - financing leases | 121,561 | | | 121,434 | |
| Security deposits | 38,725 | | | 39,036 | |
| Other items | 38,712 | | | 15,696 | |
| | $ | 1,003,644 | | | $ | 1,066,809 | |
3. Investments in Real Estate
A. Acquisitions of Real Estate
Below is a summary of our acquisitions for the three months ended March 31, 2026 (unaudited):
| | | | | | | | | | | | | | | | | | | |
| Number of Properties | | Investment ($ in millions) | | Weighted Average Lease Term (Years) | | |
| Acquisitions | | | | | | | |
| U.S. real estate | 109 | | | $ | 578.1 | | | 10.1 | | |
| Europe real estate | 43 | | | 1,001.9 | | | 7.6 | | |
| Total real estate acquisitions | 152 | | | $ | 1,580.0 | | | 8.5 | | |
| | | | | | | |
| Real estate properties under development | | | | | | | |
| U.S. real estate | 20 | | | $ | 31.0 | | | 17.5 | | |
| Europe real estate | 17 | | | 58.0 | | | 12.1 | | |
| Total real estate properties under development | 37 | | | $ | 89.0 | | | 14.1 | | |
| | | | | | | |
Total (1) | 189 | | | $ | 1,669.0 | | | 8.8 | | |
| | | | | | | |
(1)Our clients occupying the new properties are 66.7% retail, 33.1% industrial, and 0.2% other property types based on net operating income. Approximately 45% of the net operating income generated from acquisitions during the three months ended March 31, 2026 was from investment grade rated clients, their subsidiaries, or affiliated companies at the date of acquisition.
The aggregate purchase price, including properties acquired through takeout financing and reported in properties under development in the table above, was allocated as follows (in millions):
| | | | | | | | | | | | | | | | | |
| Acquisitions - USD | | Acquisitions - Sterling | | Acquisitions - Euro |
| Land | $ | 128.8 | | | £ | 106.5 | | | € | 140.6 | |
| Buildings and improvements | 373.5 | | | 191.7 | | | 313.0 | |
Lease intangible assets (1) | 83.8 | | | 47.0 | | | 62.3 | |
Other assets (2) | 2.4 | | | — | | | — | |
Lease intangible liabilities (3) | (9.5) | | | (7.5) | | | (19.7) | |
Other liabilities (4) | (0.8) | | | — | | | — | |
| Total | $ | 578.2 | | | £ | 337.7 | | | € | 496.2 | |
(1)The weighted average amortization period for acquired lease intangible assets is 9.8 years.
(2)USD-denominated other assets consists entirely of $2.4 million of financing receivables allocated to sales-leaseback transactions.
(3)The weighted average amortization period for acquired lease intangible liabilities is 13.8 years.
(4)USD-denominated other liabilities consists entirely of $0.8 million deferred rent on certain below-market leases.
The aggregate Sterling-denominated purchase price of the assets acquired during the three months ended March 31, 2026 included $15.2 million contingent consideration obligations related to leasing activities for four U.K. retail park properties acquired, all of which was deemed estimable and probable of payment and therefore was accrued as of March 31, 2026.
The properties acquired during the three months ended March 31, 2026 generated total revenue and net income of $5.4 million and $1.5 million, respectively.
B. Investments in Existing Properties
During the three months ended March 31, 2026, we capitalized costs of $22.7 million on existing properties in our portfolio, consisting of $19.8 million for building improvements, $2.8 million for re-leasing costs, and $0.1 million for recurring capital expenditures. In comparison, during the three months ended March 31, 2025, we capitalized costs of $30.7 million on existing properties in our portfolio, consisting of $29.8 million for building improvements, $0.9 million for re-leasing costs, and less than $0.1 million for recurring capital expenditures.
C. Properties with Existing Leases
The value of the in-place and above-market leases is recorded to 'Lease intangible assets, net' on our consolidated balance sheets, and the value of the below-market leases is recorded to 'Lease intangible liabilities, net' on our consolidated balance sheets.
The values of the in-place leases are amortized as depreciation and amortization expense. The amounts amortized to expense for all of our in-place leases for the three months ended March 31, 2026 and 2025 were $204.3 million and $213.2 million, respectively.
The values of the above-market and below-market leases are amortized over the term of the respective leases, including any bargain renewal options, as an adjustment to rental revenue in our consolidated statements of income and comprehensive income. The amounts amortized as a net decrease to rental revenue for capitalized above-market and below-market leases for the three months ended March 31, 2026 and 2025 were $6.1 million and $9.7 million, respectively.
The following table presents the estimated impact during the next five years and thereafter related to the amortization of the above-market and below-market lease intangibles and the amortization of the in-place lease intangibles as of March 31, 2026 (in thousands):
| | | | | | | | | | | |
| Net increase (decrease) to rental revenue | | Increase to amortization expense |
| 2026 | $ | (31,831) | | | $ | 569,530 | |
| 2027 | (40,527) | | | 657,519 | |
| 2028 | (31,297) | | | 558,446 | |
| 2029 | (27,393) | | | 481,356 | |
| 2030 | (15,224) | | | 402,048 | |
| Thereafter | 351,054 | | | 1,703,751 | |
| Total | $ | 204,782 | | | $ | 4,372,650 | |
D. Gain on Sales of Real Estate
The following table summarizes our properties sold during the periods indicated below (dollars in millions): | | | | | | | | | | | | | | | | | |
| | | Three months ended March 31, |
| | | | | 2026 | | 2025 | | |
| Number of properties | | | | | 97 | | | 55 | | | |
| Net sales proceeds | | | | | $ | 188.0 | | | $ | 92.6 | | | |
| Gain on sales of real estate | | | | | $ | 35.6 | | | $ | 22.5 | | | |
4. Investments in Unconsolidated Entities
The following is a summary of our investments in unconsolidated entities for the periods indicated below (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Ownership % | | Number of Properties | | Carrying Amount (1) of Investment as of | | Equity in earnings of unconsolidated entities |
| | | | Three months ended March 31, |
| As of March 31, 2026 | | March 31, 2026 | | December 31, 2025 | | 2026 | | 2025 | | |
Data Center Joint Venture (2) | 80.0% | | 2 | | $ | 334,266 | | | $ | 293,073 | | | $ | 1,976 | | | $ | 3,674 | | | |
Bellagio Las Vegas Joint Venture - Common Equity Interest (3) | 21.9% | | 1 | | 248,328 | | | 253,625 | | | 695 | | | 683 | | | |
Bellagio Las Vegas Joint Venture - Preferred Equity Interest (3) | n/a | | n/a | | 650,000 | | | 650,000 | | | — | | | — | | | |
Passport Park Joint Venture (4) | 95.0% | | 3 | | 88,232 | | | 59,758 | | | (2) | | | — | | | |
| | | | | | | | | | | | | |
| Total investment in unconsolidated entities | | | | | $ | 1,320,826 | | | $ | 1,256,456 | | | $ | 2,669 | | | $ | 4,357 | | | |
(1)As of March 31, 2026, the total carrying amount of the investments exceeded the underlying equity in net assets (i.e., basis difference) by $9.3 million. This basis difference is primarily due to the capitalized interest related to the data center and Passport Park development joint ventures.
(2)The joint venture with Digital Realty Trust, Inc. is expanding the capacity of its two data centers for the existing client, and our pro-rata share of the estimated costs for this second phase of the development was $190.4 million as of March 31, 2026.
(3)During each of the three months ended March 31, 2026 and 2025, we recognized interest income of $13.0 million for 8.1% preferential cumulative distributions, included within 'Other' revenue in our consolidated statements of income and comprehensive income. The unconsolidated entity had total debt outstanding of $3.0 billion as of March 31, 2026, all of which was non-recourse to us with limited customary exceptions.
(4)As of March 31, 2026, we held a 95.0% common equity interest in the joint venture with Trammell Crow Company ("TCC"), with $58.2 million in preferred equity. We have committed to investing an additional $77.7 million for development of three industrial facilities. We have determined that we are not the primary beneficiary of this VIE because significant activities affecting economic performance are shared. TCC is the managing member, and we do not have substantive kick-out rights. We will continuously evaluate whether we are the primary beneficiary as power to direct significant activities can change during the joint venture's life. Our maximum loss exposure is limited to our common and preferred equity investments and committed funding.
5. Investments in Loans and Financing Receivables
A. Loans
The following table presents information about our loans as of March 31, 2026 and December 31, 2025 (dollars in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2026 |
| Loan Type | | Principal Balance | | Total Carrying Value (1) | | Future Funding Commitments (2) | | Weighted Average Term (Years) (3) | | Weighted Average Interest Rate (4) |
| Secured Loans | | $ | 1,602.9 | | | $ | 1,554.1 | | | $ | 72.3 | | | 4.3 | | 8.5 | % |
| Construction Loans | | 87.5 | | | 88.7 | | | 177.1 | | | 1.6 | | 8.3 | |
| Mortgage Loans | | 256.8 | | | 256.9 | | | 109.2 | | | 4.9 | | 7.6 | |
| Unsecured and Mezzanine Loans | | 783.2 | | | 772.5 | | | 31.5 | | | 3.0 | | 8.6 | |
| Total | | $ | 2,730.4 | | | $ | 2,672.2 | | | $ | 390.1 | | | 3.9 | | 8.4 | % |
| | | | | | | | | | |
| | December 31, 2025 |
| Loan Type | | Principal Balance | | Total Carrying Value (1) | | Future Funding Commitments (2) | | Weighted Average Term (Years) (3) | | Weighted Average Interest Rate (4) |
| Secured Loans | | $ | 1,250.4 | | | $ | 1,214.1 | | | $ | — | | | 4.6 | | 8.8 | % |
| | | | | | | | | | |
| Mortgage Loans | | 256.2 | | | 256.2 | | | 34.0 | | | 5.1 | | 7.6 | |
| Unsecured and Mezzanine Loans | | 214.7 | | | 211.8 | | | — | | | 2.9 | | 10.3 | |
| Total | | $ | 1,721.3 | | | $ | 1,682.1 | | | $ | 34.0 | | | 4.5 | | 8.8 | % |
(1)Total carrying value includes unamortized loan origination costs and allowances for credit losses. Total carrying amount excludes interest receivable of $40.3 million and $27.8 million as of March 31, 2026 and December 31, 2025, respectively, which is presented in 'Other assets, net' on our consolidated balance sheets.
(2)Our future funding commitments are subject to our borrowers’ compliance with the financial covenants and other applicable provisions of each respective loan agreement.
(3)Based on original contractual maturity date assuming no extension options are exercised.
(4)The weighted average interest rate is based on outstanding principal balances and interest rates in place as of March 31, 2026 and December 31, 2025.
The following table summarizes the activity within loans receivable, net for the three months ended March 31, 2026 (in millions):
| | | | | | | | |
Loans receivable, net as of December 31, 2025 | | $ | 1,682.1 | |
| Principal fundings | | 1,031.5 | |
| Interest drawn on loans | | 4.0 | |
| Accretion of original issue cost | | 0.4 | |
| Change in allowance for credit losses | | (18.7) | |
| Foreign currency remeasurement | | (27.1) | |
Loans receivable, net as of March 31, 2026 | | $ | 2,672.2 | |
B. Financing Receivables
The following table presents information about our investments in sale-leaseback transactions accounted for as financing receivables in accordance with ASC 842, Leases, as of March 31, 2026 and December 31, 2025 (dollars in millions):
| | | | | | | | | | | | | | | | | |
| | | Carrying Value as of |
| Maturity | | March 31, 2026 | | December 31, 2025 |
| Financing receivables, net | 2026 - 2050 | | $ | 1,544.1 | | | $ | 1,574.6 | |
| Total | | | $ | 1,544.1 | | $ | 1,574.6 |
C. Allowance for Credit Losses
The following table summarizes the activity within the allowance for credit losses related to loans and financing receivable for the three months ended March 31, 2026 and March 31, 2025 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended March 31, 2026 | Loans Receivable | | Financing Receivable | | Unfunded Loan Commitments | | Total |
Allowance for credit losses as of December 31, 2025 | $ | 30.5 | | $ | 78.4 | | $ | — | | | $ | 108.9 | |
Provisions for credit losses (1) | 19.2 | | 17.0 | | 2.9 | | 39.1 |
Write-offs (2) | — | | (69.9) | | — | | (69.9) |
| Foreign currency remeasurement | (0.5) | | — | | — | | (0.5) |
Allowance for credit losses as of March 31, 2026 | $ | 49.2 | | $ | 25.5 | | $ | 2.9 | | $ | 77.6 |
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2025 | Loans Receivable | | Financing Receivable | | Unfunded Loan Commitments | | Total |
Allowance for credit losses as of December 31, 2024 | $ | 12.3 | | $ | 99.2 | | $ | — | | | $ | 111.5 |
| Provisions for credit losses | 1.5 | | 17.7 | | — | | 19.2 |
| | | | | | | |
| Foreign currency remeasurement | 0.3 | | — | | — | | 0.3 |
Allowance for credit losses as of March 31, 2025 | $ | 14.1 | | $ | 116.9 | | $ | — | | $ | 131.0 |
(1) For the three months ended March 31, 2026, the provisions for credit losses on loans receivable were primarily attributable to initial expected credit losses on loans acquired during the three months ended March 31, 2026.
(2) For the three months ended March 31, 2026, write-offs were related to fully reserved financing receivables written off during the period.
6. Credit Facilities and Commercial Paper Programs
A. RI Credit Facilities
We have $4.0 billion unsecured multicurrency revolving credit facilities, which include (a) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the “RI Credit Facilities”). The RI Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option.
The RI Credit Facilities allow us to borrow (a) under the two-year revolving credit facility (i) in up to four currencies (including USD) under a $1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $500.0 million tranche thereunder, and (b) under the four-year revolving credit facility (i) in up to four currencies (including USD) under a $1.5 billion tranche thereunder and (ii) in up to 15 currencies (including USD) under a $500.0 million tranche thereunder. The aggregate capacity of the RI Credit Facilities can be increased to up to $5.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments.
Under the RI Credit Facilities, our investment grade credit ratings as of March 31, 2026 provide for (i) USD borrowings at the Secured Overnight Financing Rate (“SOFR”) plus 0.725% and (ii) British Pound Sterling ("GBP") borrowings at the SONIA plus 0.725%, and (iii) Euro ("EUR") borrowings at Euro Interbank Offered Rate (“EURIBOR”) plus 0.725%. A revolving credit facility commitment fee of 0.125% is payable on the total commitment amount. The credit agreement also provides flexibility to elect different interest rate tenors or daily rate options for each currency tranche.
As of March 31, 2026, we had a borrowing capacity of $2.2 billion available on our RI Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $1.8 billion, including £606.5 million GBP and €841.0 million EUR borrowings. As of December 31, 2025, we had a borrowing capacity of $2.7 billion and an outstanding balance of $1.3 billion, including £597.0 million GBP and €444.0 million EUR borrowings.
The weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 3.3% during the three months ended March 31, 2026. The weighted average interest rate on outstanding borrowings under our previous revolving credit facility was 4.5% during the three months ended March 31, 2025. As of March 31, 2026, the weighted average interest rate on outstanding borrowings under our RI Credit Facilities was 3.5%.
As of March 31, 2026, origination costs of $16.7 million for RI Credit Facilities are included in 'Other assets, net', as compared to $19.0 million as of December 31, 2025, on our consolidated balance sheets. These costs are being amortized over the remaining term of our RI Credit Facilities.
B. Fund Credit Facilities
The Fund has a $1.38 billion unsecured credit facility, which provides for (a) up to $1.0 billion unsecured revolving credit facility and (b) up to $380.0 million unsecured delayed draw term loan which is available to be drawn for twelve months after April 29, 2025 (the "Closing Date"). In April 2026, the availability period for the delayed draw term loan was extended to October 30, 2026 (collectively, the “Fund Credit Facilities”). The revolving credit facility under the Fund Credit Facilities matures in April 2029 and the delayed draw term loan under the Fund Credit Facilities matures in April 2028. The Fund Credit Facilities also include two six-month extensions for each facility, which can be exercised at our option. The aggregate amount under the Fund Credit Facilities can be increased to up to $2.0 billion pursuant to an accordion expansion feature, which is subject to obtaining lender commitments.
Borrowings under the Fund Credit Facilities bear interest at one-month term SOFR plus 1.050%. A revolving credit facility commitment fee of 0.150% is payable on the total commitment amount. In addition, a commitment fee of 0.20% is payable on undrawn delayed draw term loan commitments.
As of March 31, 2026, we had a borrowing capacity of $1.3 billion available on our Fund Credit Facilities (subject to customary conditions to borrowing) and an outstanding balance of $125.0 million under the unsecured revolving credit facility. As of December 31, 2025, we had a borrowing capacity of $1.2 billion and an outstanding balance of $182.0 million.
The weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 5.0% during the three months ended March 31, 2026. As of March 31, 2026, the weighted average interest rate on outstanding borrowings under our Fund Credit Facilities was 4.7%.
As of March 31, 2026, origination costs of $5.7 million for the Fund Credit Facilities are included in 'Other assets, net' as compared to $6.2 million as of December 31, 2025, on our consolidated balance sheets, and are being amortized over the remaining term of the facilities. An additional $3.0 million was allocated to the delayed draw term loan arrangement and will not be amortized until the loan is drawn.
C. Commercial Paper Programs
We have a USD-denominated unsecured commercial paper program, under which we may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding of $1.5 billion, as well as a EUR-denominated unsecured commercial paper program, which permits us to issue additional unsecured commercial notes up to a maximum aggregate amount of $1.5 billion (or foreign currency equivalent). Our EUR-denominated unsecured commercial paper program may be issued in USD or various foreign currencies, including but not limited to, EUR, GBP, Swiss Francs, Yen, Canadian Dollars, and Australian Dollars, in each case, pursuant to customary terms in the European commercial paper market.
The commercial paper ranks pari passu in right of payment with all of our other unsecured senior indebtedness outstanding, exclusive of unexchanged bonds from our merger with VEREIT, Inc. in 2021 and unexchanged Spirit Realty Capital, Inc. (“Spirit”) bonds, including borrowings under our revolving credit facilities, our term loans and our outstanding senior unsecured notes (and is structurally subordinated to all our subsidiary debt). Proceeds from commercial paper borrowings are used for general corporate purposes.
As of March 31, 2026, the balance of borrowings outstanding under our commercial paper programs totaled $414.9 million, including €260.0 million of EUR borrowings, $96.0 million of USD borrowings, and £15.0 million of GBP borrowings, compared to $516.8 million outstanding commercial paper borrowings, including €407.0 million of EUR borrowings and $39.0 million of USD borrowings, as of December 31, 2025. The weighted average interest rate on outstanding borrowings under our commercial paper programs was 2.7% and 3.3% for the three months ended March 31, 2026 and 2025, respectively. We use our revolving credit facilities as a liquidity backstop for the repayment of the notes issued under the commercial paper programs. The commercial paper borrowings generally carry a term of less than a year.
We regularly review our credit facilities and commercial paper programs and may seek to extend, renew, or replace our credit facilities and commercial paper programs, to the extent we deem appropriate.
D. Financial Covenants
Our credit facilities are subject to various leverage and interest coverage ratio limitations, and as of March 31, 2026, we were in compliance with the covenants under our credit facilities.
7. Term Loans
In March 2026, we closed a $693.9 million unsecured term loan due January 2036 at a fixed rate of 4.91% and executed a cross-currency swap on $500.0 million of proceeds for approximately €431.0 million, achieving an effective blended borrowing rate of 4.34%. As of March 31, 2026, the outstanding principal balance was $693.9 million.
Our term loan agreement governing our $1.5 billion multi-currency term loan provides for a £900.0 million Sterling-denominated term loan facility that will initially mature in January 2028, before giving effect to one twelve-month extension option. As of March 31, 2026, we had an outstanding balance of $1.2 billion. Our A3/A- credit ratings provide for a borrowing rate of 80 basis points over the applicable benchmark rate, which includes adjusted SOFR for USD-denominated loans and adjusted SONIA for GBP-denominated loans. In conjunction with the closing, we executed variable-to-fixed interest rate swaps, which fix the weighted average per annum interest rate at 4.3% over the two-year term.
In January 2024, in connection with the merger with Spirit (the "Merger"), we entered into an amended and restated term loan agreement that replaced Spirit's then-existing term loans with various lenders. Pursuant to the agreement, we borrowed an aggregate of $800.0 million, $300.0 million of which was repaid upon its maturity in August 2025. The remaining $500.0 million, due August 2027, is subject to interest rate swaps that fix the effective interest rate at 3.3%. We also entered into an amended and restated term loan agreement pursuant to which we borrowed $500.0 million, which was repaid upon its maturity in June 2025.
Deferred financing costs were $12.9 million as of March 31, 2026 and are included net of the term loans' principal balance, as compared to $9.4 million as of December 31, 2025 on our consolidated balance sheets. These costs are being amortized over the remaining term of the term loans. As of March 31, 2026, we were in compliance with the covenants contained in the term loans.
8. Notes Payable
A. General
As of March 31, 2026, our senior unsecured notes and bonds are USD-denominated, GBP-denominated, and EUR-denominated. Foreign-denominated notes are converted at the applicable exchange rate on the balance sheet date. The following are sorted by maturity date (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Carrying Value (USD) as of |
| Maturity Dates | | Principal (Currency Denomination) | | March 31, 2026 | | December 31, 2025 |
5.050% Notes due 2026 | | January 13, 2026 | | $ | 500,000 | | | $ | — | | | $ | 500,000 | |
0.750% Notes due 2026 | | March 15, 2026 | | $ | 325,000 | | | — | | | 325,000 | |
4.875% Notes due 2026 | | June 1, 2026 | | $ | 599,997 | | | 599,997 | | | 599,997 | |
4.450% Notes due 2026 | | September 15, 2026 | | $ | 299,968 | | | 299,968 | | | 299,968 | |
4.125% Notes due 2026 | | October 15, 2026 | | $ | 650,000 | | | 650,000 | | | 650,000 | |
1.875% Notes due 2027 (1) | | January 14, 2027 | | £ | 250,000 | | | 330,420 | | | 336,400 | |
3.000% Notes due 2027 | | January 15, 2027 | | $ | 600,000 | | | 600,000 | | | 600,000 | |
3.200% Notes due 2027 | | January 15, 2027 | | $ | 299,984 | | | 299,984 | | | 299,984 | |
1.125% Notes due 2027 (1) | | July 13, 2027 | | £ | 400,000 | | | 528,672 | | | 538,240 | |
3.950% Notes due 2027 | | August 15, 2027 | | $ | 599,873 | | | 599,873 | | | 599,873 | |
3.650% Notes due 2028 | | January 15, 2028 | | $ | 550,000 | | | 550,000 | | | 550,000 | |
3.400% Notes due 2028 | | January 15, 2028 | | $ | 599,816 | | | 599,816 | | | 599,816 | |
2.100% Notes due 2028 | | March 15, 2028 | | $ | 449,994 | | | 449,994 | | | 449,994 | |
2.200% Notes due 2028 | | June 15, 2028 | | $ | 499,959 | | | 499,959 | | | 499,959 | |
4.700% Notes due 2028 | | December 15, 2028 | | $ | 400,000 | | | 400,000 | | | 400,000 | |
3.500% Convertible Notes due 2029 (2) | | January 15, 2029 | | $ | 862,500 | | | 862,500 | | | — | |
3.950% Notes due 2029 | | February 1, 2029 | | $ | 400,000 | | | 400,000 | | | 400,000 | |
4.750% Notes due 2029 | | February 15, 2029 | | $ | 450,000 | | | 450,000 | | | 450,000 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Carrying Value (USD) as of |
| Maturity Dates | | Principal (Currency Denomination) | | March 31, 2026 | | December 31, 2025 |
3.250% Notes due 2029 | | June 15, 2029 | | $ | 500,000 | | | 500,000 | | | 500,000 | |
4.000% Notes due 2029 | | July 15, 2029 | | $ | 399,999 | | | 399,999 | | | 399,999 | |
5.000% Notes due 2029 (1) | | October 15, 2029 | | £ | 350,000 | | | 462,588 | | | 470,960 | |
3.100% Notes due 2029 | | December 15, 2029 | | $ | 599,291 | | | 599,291 | | | 599,291 | |
3.400% Notes due 2030 | | January 15, 2030 | | $ | 500,000 | | | 500,000 | | | 500,000 | |
4.850% Notes due 2030 | | March 15, 2030 | | $ | 600,000 | | | 600,000 | | | 600,000 | |
3.160% Notes due 2030 | | June 30, 2030 | | £ | 140,000 | | | 185,035 | | | 188,384 | |
4.875% Notes due 2030 (1) | | July 6, 2030 | | € | 550,000 | | | 632,742 | | | 645,711 | |
1.625% Notes due 2030 (1) | | December 15, 2030 | | £ | 400,000 | | | 528,672 | | | 538,240 | |
3.250% Notes due 2031 | | January 15, 2031 | | $ | 950,000 | | | 950,000 | | | 950,000 | |
3.200% Notes due 2031 | | February 15, 2031 | | $ | 449,995 | | | 449,995 | | | 449,995 | |
3.375% Notes due 2031 (1) | | June 20, 2031 | | € | 650,000 | | | 747,786 | | | 763,113 | |
5.750% Notes due 2031 (1) | | December 5, 2031 | | £ | 300,000 | | | 396,504 | | | 403,680 | |
2.700% Notes due 2032 | | February 15, 2032 | | $ | 350,000 | | | 350,000 | | | 350,000 | |
3.180% Notes due 2032 | | June 30, 2032 | | £ | 345,000 | | | 455,980 | | | 464,232 | |
5.625% Notes due 2032 | | October 13, 2032 | | $ | 750,000 | | | 750,000 | | | 750,000 | |
2.850% Notes due 2032 | | December 15, 2032 | | $ | 699,655 | | | 699,655 | | | 699,655 | |
4.500% Notes due 2033 | | February 1, 2033 | | $ | 400,000 | | | 400,000 | | | 400,000 | |
1.800% Notes due 2033 | | March 15, 2033 | | $ | 400,000 | | | 400,000 | | | 400,000 | |
1.750% Notes due 2033 (1) | | July 13, 2033 | | £ | 350,000 | | | 462,588 | | | 470,960 | |
4.900% Notes due 2033 | | July 15, 2033 | | $ | 600,000 | | | 600,000 | | | 600,000 | |
5.125% Notes due 2034 | | February 15, 2034 | | $ | 800,000 | | | 800,000 | | | 800,000 | |
2.730% Notes due 2034 | | May 20, 2034 | | £ | 315,000 | | | 416,329 | | | 423,864 | |
5.125% Notes due 2034 (1) | | July 6, 2034 | | € | 550,000 | | | 632,742 | | | 645,711 | |
5.875% Bonds due 2035 | | March 15, 2035 | | $ | 250,000 | | | 250,000 | | | 250,000 | |
5.125% Notes due 2035 | | April 15, 2035 | | $ | 600,000 | | | 600,000 | | | 600,000 | |
3.875% Notes due 2035 (1) | | June 20, 2035 | | € | 650,000 | | | 747,786 | | | 763,113 | |
3.390% Notes due 2037 | | June 30, 2037 | | £ | 115,000 | | | 151,993 | | | 154,744 | |
6.000% Notes due 2039 (1) | | December 5, 2039 | | £ | 450,000 | | | 594,756 | | | 605,520 | |
5.250% Notes due 2041 (1) | | September 4, 2041 | | £ | 350,000 | | | 462,588 | | | 470,960 | |
2.500% Notes due 2042 (1) | | January 14, 2042 | | £ | 250,000 | | | 330,420 | | | 336,400 | |
4.650% Notes due 2047 | | March 15, 2047 | | $ | 550,000 | | | 550,000 | | | 550,000 | |
5.375% Notes due 2054 | | September 1, 2054 | | $ | 500,000 | | | 500,000 | | | 500,000 | |
| Total principal amount | | $ | 25,228,632 | | | $ | 25,343,763 | |
| Unamortized net discounts and deferred financing costs | | (316,720) | | | (311,816) | |
| | | | | | | $ | 24,911,912 | | | $ | 25,031,947 | |
(1) Interest paid annually. Interest on the remaining senior unsecured notes and bond obligations included in the table is paid semi-annually.
(2) Please refer to Convertible Bond Issuance below for more details.
The following table summarizes the maturity of our notes and bonds payable as of March 31, 2026, excluding unamortized net discounts, deferred financing costs (dollars in millions):
| | | | | | | | |
| Year of Maturity | | Principal |
| 2026 | | $ | 1,550.0 | |
| 2027 | | 2,358.9 |
| 2028 | | 2,499.8 |
| 2029 | | 3,674.4 |
| 2030 | | 2,446.4 |
| Thereafter | | 12,699.1 |
| Total | | $ | 25,228.6 | |
As of March 31, 2026, the weighted average interest rate on our notes and bonds payable was 3.9% and the weighted average remaining years until maturity was 5.9 years.
Interest incurred on the notes and bonds was $244.3 million and $219.9 million for the three months ended March 31, 2026 and 2025, respectively.
Our outstanding notes and bonds are unsecured; accordingly, we have not pledged any assets as collateral for these or any other obligations.
The notes and bonds contain various covenants, including: (i) a limitation on incurrence of any debt which would cause our debt to total adjusted assets ratio to exceed 60%; (ii) a limitation on incurrence of any secured debt which would cause our secured debt to total adjusted assets ratio to exceed 40%; (iii) a limitation on incurrence of any debt which would cause our debt service coverage ratio to be less than 1.5 times; and (iv) the maintenance at all times of total unencumbered assets not less than 150% of our outstanding unsecured debt. As of March 31, 2026, we were in compliance with these covenants.
B. Convertible Bond Issuance
In January 2026, we issued $862.5 million principal amount of 3.500% convertible senior notes due January 2029 in a private offering, resulting in net proceeds of approximately $845.1 million. We used approximately $101.9 million of the net proceeds to repurchase approximately 1.8 million shares of our common stock concurrently with the pricing of the offering. The notes are senior, unsecured obligations of Realty Income and accrue interest at a rate of 3.500% per annum, payable semi-annually in arrears. The notes will mature on January 15, 2029, unless earlier repurchased, redeemed or converted. Before October 15, 2028, noteholders have the right to convert their notes only upon the occurrence of certain events, including when the Company's stock price exceeds 130% of the applicable conversion price for a specified period, or upon the occurrence of certain corporate events, including a fundamental change. From and after October 15, 2028, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, we are required to settle the principal amount in cash and may, at our election, settle any conversion premium in cash, shares of our common stock, or a combination thereof, based on the applicable conversion rate. The initial conversion rate is 14.4051 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $69.42 per share of common stock. The conversion rate will be subject to adjustment upon the occurrence of certain events, including specified make-whole fundamental change events as defined in the indenture.
C. Note Repayments
During the three months ended March 31, 2026, we repaid the following notes, plus accrued and unpaid interest, upon maturity:
| | | | | | | | | | | | | | | | | | | | |
| 2026 Repayments | | Date of Issuance | | Maturity Date | | Principal amount (in millions) |
5.050% Notes | | January 2023 | | January 2026 | | $ | 500.0 | |
0.750% Notes | | December 2020 | | March 2026 | | $ | 325.0 | |
9. Noncontrolling Interests
As of March 31, 2026, we have 14 entities with noncontrolling interests that we consolidate, including the Fund, Apollo, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.
We have an open-end, perpetual life private fund, which is consolidated by Realty Income. In March 2026, we closed our cornerstone equity capital raise round, securing $1.7 billion in commitments from third-party institutional investors, of which $167.5 million was committed during the three months ended March 31, 2026. During the same period, we called $638.0 million of capital. As of March 31, 2026, we owned approximately 38.5% of the outstanding limited partnership interests in the Fund.
In March 2026, we established our Managed Insurance and Retirement Annuity investment platform as a vehicle to pursue various co-investment opportunities with institutional investors. On March 31, 2026, we completed the formation of MDC Mercury 2604 Venture, LLC (the "Apollo JV") and entered into an Amended and Restated Limited Liability Company Agreement (the “JV Agreement”) with Apollo in connection with our Managed Insurance and Retirement Annuity strategic initiative. Pursuant to the JV Agreement, we contributed 492 net lease properties in exchange for 51,000,000 Class A Shares in the Apollo JV, and Apollo contributed $1.0 billion in cash in exchange for a noncontrolling equity interest of 49,000,000 Class B Shares in the Apollo JV (such contributions by Realty Income and Apollo, collectively, the "Apollo JV Transaction").
The Apollo JV is a variable interest entity ("VIE") under ASC 810 because the decision-making authority of the Manager (our wholly owned subsidiary, Realty Income Property Management Co I, LLC) is not conveyed through an equity interest, and the equity holders as a group therefore lack the power to direct the activities that most significantly affect the Apollo JV's economic performance. We consolidate the Apollo JV as its primary beneficiary because we have both (i) the power to direct the activities that most significantly affect its economic performance through our role as the sole exclusive Manager that is exercisable independent of our equity ownership and (ii) the obligation to absorb losses and right to receive benefits that could potentially be significant to the Apollo JV through our 51% equity interest and other contractual arrangements. The Class B Shares are classified as permanent equity (noncontrolling interest) on our consolidated balance sheet because all redemption features are solely within our control.
The Apollo JV Transaction was accounted for as an issuance of noncontrolling interest in a consolidated subsidiary without a loss of control. We received $1.0 billion for Apollo’s initial capital contribution. The carrying amount of Apollo's 49% share of the net assets was $778.3 million, which was recognized as noncontrolling interest, with the difference of $221.7 million recorded as an increase to additional paid-in capital ("APIC"). Direct and incremental transaction costs of $20.6 million were recorded as a reduction of APIC.
The JV Agreement provides for, among other things, quarterly distributions of available cash flow to the Apollo JV’s members. Prior to Apollo achieving the Target IRR (as defined in the JV Agreement), the Class B Member will receive a default allocation of 55% of available cash flow, which may decrease to 49% if the Apollo JV’s NOI outperforms an upper level of certain performance metric, or increase to 60% if the Apollo JV’s NOI underperforms a lower level of certain performance metric. Because the parties' economic interests are not proportionate to their stated ownership percentages, we allocate income and loss attributable to the noncontrolling interest using the hypothetical liquidation at book value ("HLBV") method, taking into account any capital transactions between the Company and Apollo.
With respect to Realty Income, L.P., as of March 31, 2026, outstanding common partnership units in our operating partnership represented a 9.95% ownership interest. We hold the remaining 90.05% interest and consolidate the entity.
The following table represents the change in the carrying value of all noncontrolling interests through March 31, 2026 (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | U.S. Core Plus Fund | | Apollo | | Realty Income, L.P. units (1) | | Other Noncontrolling Interests | | Total | | |
Carrying value as of December 31, 2025 | | $ | 477,081 | | | $ | — | | | $ | 165,663 | | | $ | 42,529 | | | $ | 685,273 | | | |
Contributions | | 642,732 | | | 1,000,000 | | | — | | | 4,642 | | | 1,647,374 | | | |
| Distributions | | (7,882) | | | — | | | (2,237) | | | (833) | | | (10,952) | | | |
| Allocation of net income | | 7,935 | | | — | | | 1,412 | | | (178) | | | 9,169 | | | |
| Reallocation of equity | | (20,936) | | | (221,744) | | | — | | | — | | | (242,680) | | | |
Carrying value as of March 31, 2026 | | $ | 1,098,930 | | | $ | 778,256 | | | $ | 164,838 | | | $ | 46,160 | | | $ | 2,088,184 | | | |
(1) 2,681,808 units were outstanding as of both March 31, 2026 and December 31, 2025.
As of March 31, 2026, we are considered the primary beneficiary of our Fund, Realty Income, L.P. and other VIEs. For further information, see note 1, Summary of Significant Accounting Policies.
10. Fair Value Measurements
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price).
ASC 820, Fair Value Measurements and Disclosures, sets forth a fair value hierarchy that categorizes inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and lowest priority to unobservable inputs. Categorization within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
•Level 1 – Quoted market prices in active markets for identical assets and liabilities
•Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other market-corroborated inputs
•Level 3 – Inputs that are unobservable and significant to the overall fair value measurement
We evaluate our hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from period to period. Changes in the type of inputs may result in a reclassification for certain assets. We have not historically had changes in classifications and do not expect that changes in classifications between levels will be frequent.
The following tables present the carrying values and estimated fair values of financial instruments as of March 31, 2026 and December 31, 2025 (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2026 |
| | | | Hierarchy Level |
| | Carrying Value | | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | | | | |
| Loans receivable | | $ | 2,672.2 | | | $ | — | | | $ | 1,318.4 | | | $ | 1,357.9 | |
| Derivative assets | | 67.1 | | | — | | | 67.1 | | | — | |
| Total assets | | $ | 2,739.3 | | | $ | — | | | $ | 1,385.5 | | | $ | 1,357.9 | |
| | | | | | | | |
| Liabilities: | | | | | | | | |
Mortgages payable (1) | | $ | 37.5 | | $ | — | | | $ | — | | | $ | 37.1 | |
Notes and bonds payable (1) | | 25,228.6 | | — | | | 23,166.9 | | | 995.8 | |
| Derivative liabilities | | 131.8 | | | — | | | 131.8 | | | — | |
| Total liabilities | | $ | 25,397.9 | | | $ | — | | | $ | 23,298.7 | | | $ | 1,032.9 | |
(1) Excludes non-cash net premiums and discounts, and deferred financing costs.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2025 |
| | | | Hierarchy Level |
| | Carrying Value | | Level 1 | | Level 2 | | Level 3 |
| Assets: | | | | | | | | |
| Loans receivable | | $ | 1,682.1 | | | $ | — | | | $ | 1,210.5 | | | $ | 474.3 | |
| Derivative assets | | 8.0 | | | — | | | 8.0 | | | — | |
| Total assets | | $ | 1,690.1 | | | $ | — | | | $ | 1,218.5 | | | $ | 474.3 | |
| Liabilities: | | | | | | | | |
| Mortgages payable | | $ | 37.9 | | $ | — | | | $ | — | | | $ | 37.6 | |
| Notes and bonds payable | | 25,343.8 | | — | | | 23,600.7 | | | 1,046.8 | |
| Derivative liabilities | | 205.7 | | | — | | | 205.7 | | | — | |
| Total liabilities | | $ | 25,587.4 | | | $ | — | | | $ | 23,806.4 | | | $ | 1,084.4 | |
A. Financial Instruments Not Measured at Fair Value on our Consolidated Balance Sheets
The fair value of short-term financial instruments such as cash and cash equivalents, accounts receivable, escrow deposits, accounts payable, distributions payable, revolving credit facilities and commercial paper borrowings, and other liabilities approximate their carrying value in the accompanying consolidated balance sheets, due to their short-term nature. The aggregate fair value of our term loans approximates carrying value due to the frequent repricing of the variable interest rate charged on the borrowing.
The following table reflects the carrying amounts and estimated fair values of our financial instruments not measured at fair value on our consolidated balance sheets (in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 |
| | Carrying value | | Fair value | | Carrying value | | Fair value |
| Loans receivable | | $ | 2,672.2 | | | $ | 2,676.3 | | | $ | 1,682.1 | | | $ | 1,684.8 | |
Mortgages payable (1) | | $ | 37.5 | | $ | 37.1 | | | $ | 37.9 | | $ | 37.6 | |
Notes and bonds payable (1) | | $ | 25,228.6 | | $ | 24,162.7 | | | $ | 25,343.8 | | $ | 24,647.5 | |
(1) Excludes non-cash net premiums and discounts, and deferred financing costs.
The estimated fair values of our mortgage loan receivable, unsecured and other loans, private senior secured loans receivable, mortgages payable, and private senior notes payable have been calculated by discounting the future cash flows using an interest rate based upon the relevant input, such as forward interest rate curve, plus an applicable credit-adjusted spread. Because this methodology includes unobservable inputs that reflect our own internal assumptions and calculations, the measurement of estimated fair values related to the named financial instruments are categorized as level 3 of the fair value hierarchy.
The estimated fair values of our publicly-traded senior secured loans receivable, publicly-traded senior notes and bonds payable are based upon indicative market prices and recent trading activity of each financial instrument. Because this methodology includes inputs that are less observable by the public and are not necessarily reflected in active markets, the measurement of the estimated fair values related to these financial instruments is categorized as level 2 of the fair value hierarchy. The fair value estimation of secured loans receivable that are not publicly traded similarly incorporates less observable, market-corroborated inputs.
B. Financial Instruments Measured at Fair Value on a Recurring Basis
For derivative assets and liabilities, we may utilize interest rate swaps, interest rate swaptions, and forward-starting swaps to manage interest rate risk, and cross-currency swaps and foreign currency forwards to manage foreign currency risk. The valuation of these instruments is determined using widely accepted valuation techniques, including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, spot and forward rates, as well as option volatility.
Derivative fair values also include credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although we have determined that the majority of the inputs used to value our derivatives fall within level 2 on the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by ourselves and our counterparties. However, as of March 31, 2026 and December 31, 2025, we assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we determined that our derivative valuations in their entirety are classified as level 2. For more details on our derivatives, see note 11, Derivative Instruments.
C. Items Measured at Fair Value on a Non-Recurring Basis
Impairment of Real Estate Investments
Certain financial and nonfinancial assets and liabilities are measured at fair value on a non-recurring basis and are subject to fair value adjustments only under certain circumstances, such as when an impairment write-down occurs.
Depending on impairment triggering events during the applicable period, impairments are typically recorded for properties sold, in the process of being sold, vacant, in bankruptcy, or experiencing difficulties with collection of rent.
The following table summarizes our provisions for impairment on real estate investments during the periods indicated below (dollars in millions):
| | | | | | | | | | | | | | | | | |
| | | Three months ended March 31, |
| | | | | 2026 | | 2025 | | |
| Carrying value prior to impairment | | | | | $ | 272.2 | | | $ | 208.7 | | | |
| Less: total provisions for impairment of real estate | | | | | (90.2) | | | (97.4) | | | |
| Carrying value after impairment | | | | | $ | 182.0 | | | $ | 111.3 | | | |
| | | | | | | | | |
| Number of properties: | | | | | | | | | |
| Classified as held for sale | | | | | 28 | | | 34 | | | |
| Classified as held for investment | | | | | 62 | | | 26 | | | |
| Sold | | | | | 23 | | | 21 | | | |
The valuation of impaired assets is determined by using widely accepted valuation techniques including income capitalization approach, using net operating income for each property and applying a weighted average capitalization rate of 8.6%, recent comparable sales transactions, broker opinions of value with discounts based on management judgment, and purchase offers received from third parties, which are level 3 inputs. We may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of such real estate. Estimating future cash flows is highly subjective and estimates can differ materially from actual results.
11. Derivative Instruments
In the normal course of business, our operations are exposed to economic risks from interest rates and foreign currency exchange rates. We may enter into derivative financial instruments to offset these underlying economic risks.
Derivatives Designated as Hedging Instruments - Cash Flow Hedges
We enter into foreign currency forward contracts to sell GBP and buy USD to hedge the foreign currency risk on interest payments on intercompany loans denominated in GBP. There are no amounts excluded from the assessment of hedge effectiveness for cash flow hedges of foreign exchange risk. We also execute variable-to-fixed interest rate swaps and use interest rate swaption agreements to add stability to interest expense and to manage our exposure to interest rate movements associated with our term loans or forecasted transactions. If it becomes probable that a forecasted transaction will not occur within the specific time period or within an additional two-month period thereafter, any related amounts deferred in AOCI are recognized immediately in earnings. During the three months ended March 31, 2026, and 2025, no such amounts were recognized through the caption entitled 'Interest' in our consolidated statements of income and comprehensive income.
Derivatives Designated as Hedging Instruments - Fair Value Hedges
Periodically, we enter into and designate fixed-to-floating interest rate swaps to manage interest rate risk by managing our mix of fixed-rate and variable-rate debt. These swaps involve the receipt of fixed-rate amounts for variable interest rate payments over the life of the swaps without exchange of the underlying principal amount. We also designate some of our cross-currency swaps as fair value hedges as we use them to hedge foreign currency risk associated with changes in spot rates on foreign-denominated intercompany receivables and third-party debt. For these hedging instruments, we have elected to exclude the change in fair value of the cross-currency swaps attributable to the difference between the spot and forward prices from the assessment of hedge effectiveness (the "excluded component"). Changes in the fair value of the cross-currency swaps attributable to these excluded components are recorded to other comprehensive income and subsequently recognized in 'Foreign currency and derivative loss, net' on a systematic and rational basis, as net cash settlements and interest accruals on the respective cross currency swaps occur, over the remaining life of the hedging instruments.
Derivatives Designated as Hedging Instruments - Net Investment Hedges
To mitigate the foreign currency exchange rate variations associated with our investment in EUR-denominated foreign operations, we may enter into derivative instruments, such as cross-currency swaps that qualify as net investment hedges under the criteria prescribed in accordance with ASC 815-20, Hedging - General. We use the spot method of assessing hedge effectiveness and apply the consistent election to the excluded component by recognizing changes in the fair value of the hedging instruments attributable to the excluded component in the same manner as described above. Any difference between the change in the fair value of the excluded components and the amounts recognized in earnings is reported in other comprehensive income as part of the foreign cumulative translation adjustment. The gain or loss on the portion of the derivative instruments included in the assessment of effectiveness is reported in other comprehensive income as part of the 'Foreign currency translation adjustment' line item, to the extent the relationship is highly effective. If our net investment changes during a reporting period, the hedge relationship will be assessed for whether a de-designation is warranted (only if the hedge notional amount is outside of prescribed tolerance). Further, certain EUR-denominated bonds and borrowings under our revolving credit facilities and term loans may also be designated as, and are effective as, net investment hedges. Changes in the value of such borrowings, related to changes in the spot rates, will be recorded in the same manner as foreign currency translation adjustments. As of March 31, 2026, the total principal amount of foreign currency debt obligations designated as net investment hedges was $761.2 million.
Derivatives Not Designated as Hedging Instruments
We enter into foreign currency exchange swap agreements to reduce the effects of currency exchange rate fluctuations between the USD, our reporting currency, and GBP and EUR. These derivative contracts generally mature within one year and are not designated as hedge instruments for accounting purposes. As the currency exchange swap is not accounted for as a hedging instrument, the change in fair value is recorded in earnings through the caption entitled 'Foreign currency and derivative loss, net' in our consolidated statements of income and comprehensive income.
The following table summarizes the terms and fair values of our derivative financial instruments as of March 31, 2026 and December 31, 2025 (dollars in millions):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Derivative Type | Number of Instruments (1) | | Notional Amount as of | Weighted Average Strike Rate (2) | Maturity Date (3) | Fair Value - asset (liability) as of |
| Derivatives Designated as Hedging Instruments | | March 31, 2026 | | December 31, 2025 | | | March 31, 2026 | | December 31, 2025 |
Interest rate swaps (4) | 7 | | $ | 1,400.0 | | | $ | 2,105.0 | 3.13% | Aug 2027 - Jan 2028 | $ | 22.2 | | | $ | 5.1 | |
Cross-currency swaps - Fair Value | 11 | | 1,220.0 | | | 720.0 | (5) | Feb 2029 - Jan 2036 | (64.8) | | | (81.0) | |
Cross-currency swaps - Net Investment | 3 | | 280.0 | | | 280.0 | (6) | Oct 2032 | (55.7) | | | (66.1) | |
Foreign currency forwards | 65 | | 708.2 | | | 519.7 | (7) | Apr 2026 - Dec 2028 | 14.6 | | | (8.7) | |
| | | $ | 3,608.2 | | | $ | 3,624.7 | | | | $ | (83.7) | | | $ | (150.7) | |
| Derivatives not Designated as Hedging Instruments | | | | | | | | |
Currency exchange swaps | 7 | | $ | 3,789.9 | | | $ | 2,972.8 | | (8) | Apr 2026 | $ | 23.5 | | | $ | (47.0) | |
Cross-currency swaps - Mark to Market | 4 | | 500.0 | | | — | | (9) | Apr 2033 | (4.5) | | | — | |
| | | $ | 4,289.9 | | | $ | 2,972.8 | | | | $ | 19.0 | | | $ | (47.0) | |
| Total of all Derivatives | $ | 7,898.1 | | | $ | 6,597.5 | | | | $ | (64.7) | | | $ | (197.7) | |
(1)This column represents the number of instruments outstanding as of March 31, 2026.
(2)Weighted average strike rate is calculated using the notional value as of March 31, 2026.
(3)This column represents maturity dates for instruments outstanding as of March 31, 2026.
(4)During the year ended December 31, 2025, we entered into five variable-to-fixed interest rate swaps in connection with our GBP-denominated term loan maturing in 2028 and designated these derivatives as cash flow hedges of the underlying interest rate risk. In addition, two other variable-to-fixed interest rate swaps, which were assumed in connection with the Merger, continue to be designated as cash flow hedges of the related assumed term loans.
(5)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.681%. USD fixed rate of 3.950% and GBP weighted average fixed rate of 4.392%. USD fixed rate of 4.910% and EUR weighted average fixed rate of 4.122%.
(6)USD fixed rate of 5.625% and EUR weighted average fixed rate of 4.716%.
(7)Weighted average exchange rates of 1.34 for GBP-USD and 1.21 EUR-USD.
(8) Weighted average exchange rates of 0.87 for EUR-GBP and 1.33 for GBP-USD.
(9) USD fixed rate of 4.750% and EUR weighted average fixed rate of 3.806%.
We measure our derivatives at fair value and include the balances within 'Other assets, net' and 'Accounts payable and accrued expenses' on our consolidated balance sheets.
We have agreements with each of our derivative counterparties containing provisions under which we could be declared in default on our derivative obligations if repayment of our indebtedness is accelerated by the lender due to our default.
The following table summarizes the amount of unrealized gain (loss) on derivatives and foreign currency translation adjustments in other comprehensive income (in thousands):
| | | | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
| Derivatives in Cash Flow Hedging Relationships | 2026 | | 2025 | | | | | | |
| Interest rate swaps | $ | 16,836 | | | $ | (7,364) | | | | | | | |
| Foreign currency forwards | 23,246 | | | (13,182) | | | | | | | |
| Interest rate swaptions | (210) | | | (406) | | | | | | | |
| Total derivatives in cash flow hedging relationships | $ | 39,872 | | | $ | (20,952) | | | | | | | |
| Derivatives in Fair Value Hedging Relationships | | | | | | | | | |
| Cross-currency swaps - Fair Value | $ | 8,460 | | | $ | 10,327 | | | | | | | |
| Total derivatives in fair value hedging relationships | $ | 8,460 | | | $ | 10,327 | | | | | | | |
| Total unrealized gain (loss) on derivatives, net | $ | 48,332 | | | $ | (10,625) | | | | | | | |
| Derivatives and Non-derivatives in Net Investment Hedging Relationships | | | | | | | | | |
| Cross-currency swaps - Net Investment | $ | 9,888 | | | $ | (4,826) | | | | | | | |
| Foreign currency debt | 11,126 | | | (4,127) | | | | | | | |
| Total unrealized gain (loss) recorded in foreign currency translation adjustment | $ | 21,014 | | | $ | (8,953) | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
The following table summarizes the amount of gain (loss) on derivatives reclassified from AOCI (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Three months ended March 31, | | |
| Derivatives in Cash Flow Hedging Relationships | | Location of (Decrease) Increase Recognized in Income | 2026 | | 2025 | | | | | | |
| Interest rate swaps | | Interest | $ | 2,400 | | | $ | 3,384 | | | | | | | |
| Foreign currency forwards | | Foreign currency and derivative loss, net | (8,432) | | | 1,318 | | | | | | | |
| Interest rate swaptions | | Interest | 60 | | | 104 | | | | | | | |
| Total derivatives in cash flow hedging relationships | | | $ | (5,972) | | | $ | 4,806 | | | | | | | |
| Derivatives in Fair Value Hedging Relationships | | | | | | | | | | | |
| Cross-currency swaps - Fair Value | | Foreign currency and derivative loss, net | $ | (122) | | | $ | 215 | | | | | | | |
| Total derivatives in fair value hedging relationships | | | $ | (122) | | | $ | 215 | | | | | | | |
| Derivatives in Net Investment Hedging Relationships | | | | | | | | | | | |
| Cross-currency swaps - Net Investment (excluded component) | | Foreign currency and derivative loss, net | $ | 628 | | | $ | 652 | | | | | | | |
| Total derivatives in net investment hedging relationships | | | $ | 628 | | | $ | 652 | | | | | | | |
Net (decrease) increase to net income | | | $ | (5,466) | | | $ | 5,673 | | | | | | | |
We expect to reclassify $14.5 million from AOCI as a decrease to interest expense relating to interest rate swaps and $11.9 million from AOCI as a decrease to foreign currency loss relating to foreign currency forwards within the next twelve months.
The following table details our foreign currency and derivative loss, net included in income (in thousands):
| | | | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
| 2026 | | 2025 | | | | | | |
| Realized foreign currency and derivative loss, net: | | | | | | | | | |
| (Loss) gain on the settlement of undesignated derivatives | $ | (25,407) | | | $ | (23,404) | | | | | | | |
| (Loss) gain on the settlement of designated derivatives reclassified from AOCI | (8,432) | | | 2,185 | | | | | | | |
| (Loss) gain on the settlement of transactions with third parties | (3,656) | | | 3 | | | | | | | |
| Total realized foreign currency and derivative loss, net | $ | (37,495) | | | $ | (21,216) | | | | | | | |
| Unrealized foreign currency and derivative loss, net: | | | | | | | | | |
| Gain (loss) on the change in fair value of undesignated derivatives | $ | 54,139 | | | $ | (3,820) | | | | | | | |
| (Loss) gain on remeasurement of certain assets and liabilities | (33,664) | | | 22,491 | | | | | | | |
| Total unrealized foreign currency and derivative gain, net | $ | 20,475 | | | $ | 18,671 | | | | | | | |
| Total foreign currency and derivative loss, net | $ | (17,020) | | | $ | (2,545) | | | | | | | |
12. Lessor Operating Leases
As of March 31, 2026, we owned or held interests in 15,571 properties. Of the 15,571 properties, 15,206, or 97.7%, are single-tenant properties, and the remainder are multi-tenant properties. As of March 31, 2026, 172 properties were available for lease or sale. The majority of our leases are accounted for as operating leases.
As of March 31, 2026, most of the properties in our portfolio were leased under net lease agreements where our client pays or reimburses us for property taxes and assessments and carries insurance coverage for public liability, property damage, fire, and extended coverage.
The following table details our rental revenue for the three months ended March 31, 2026 and 2025 (in thousands):
| | | | | | | | | | | | | | | | |
| Three months ended March 31, | | | |
| 2026 | | 2025 | | | | | |
| Minimum rent | $ | 1,305,578 | | | $ | 1,222,667 | | | | | | |
| Tenant reimbursement income | 97,485 | | | 87,378 | | | | | | |
| Straight-line rents | 41,225 | | | 45,512 | | | | | | |
| Above and below-market lease amortization | (45,684) | | | (47,634) | | | | | | |
| Percentage rent | 4,203 | | | 5,808 | | | | | | |
| Lease termination income | 40,198 | | | 921 | | | | | | |
| Other rent | 2,087 | | | 2,797 | | | | | | |
| Provision for doubtful accounts | (4,275) | | | (4,392) | | | | | | |
| Total rental revenue (including reimbursements) | $ | 1,440,817 | | | $ | 1,313,057 | | | | | | |
13. Stockholders' Equity
A.Common Stock
We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for the periods indicated below:
| | | | | | | | | | | | | |
| Three months ended March 31, |
Month | 2026 | | 2025 | | |
| January | $ | 0.2700 | | $ | 0.2640 | | | |
| February | 0.2700 | | 0.2640 | | | |
| March | 0.2700 | | 0.2680 | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Total | $ | 0.8100 | | | $ | 0.7960 | | | |
As of March 31, 2026, a distribution of $0.2705 per common share was payable and was paid in April 2026.
B. At-the-Market ("ATM") Program
Under our current ATM program, we may offer and sell up to 150.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices. Upon settlement, subject to certain exceptions, we may elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which cases we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. As of March 31, 2026, we had 132.9 million shares remaining for future issuance under our ATM program. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.
The following table outlines common stock issuances pursuant to our ATM programs (dollars in millions, shares in thousands):
| | | | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
| 2026 | | 2025 | | | | | | |
Shares of common stock issued under the ATM program (1) | — | | 11,231 | | | | | | |
| Gross proceeds | $ | — | | | $ | 632.0 | | | | | | | |
| Sales agents' commissions and other offering expenses | (0.2) | | | (7.2) | | | | | | | |
| Net proceeds | $ | (0.2) | | | $ | 624.8 | | | | | | | |
(1) During the three months ended March 31, 2026, 8.2 million shares were sold, and no shares were settled pursuant to forward sale confirmations. As of March 31, 2026, 20.8 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $60.07 per share. We currently expect to fully settle forward sale agreements outstanding by June 30, 2026, representing $1.2 billion in net proceeds, for which the weighted average forward price as of March 31, 2026 was $58.63 per share.
C. Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
Our DRSPP provides our common stockholders with a convenient and economical method of purchasing our common stock and reinvesting their distributions. It also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26.0 million common shares to be issued. As of March 31, 2026, we had 10.5 million shares remaining for future issuance under our DRSPP program.
The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions, shares in thousands):
| | | | | | | | | | | | | | | | | |
| Three months ended March 31, | | |
| 2026 | | 2025 | | | | | | |
| Shares of common stock issued under the DRSPP program | 50 | | 57 | | | | | | |
| Gross proceeds | $ | 3.1 | | | $ | 3.1 | | | | | | | |
D. Repurchases of Common Stock
We repurchased 1.8 million shares of our common stock during the three months ended March 31, 2026 for an aggregate cost of $101.9 million. As of March 31, 2026, there was $1.9 billion remaining under the share repurchase program authorized by the Board of Directors, which expires in January 2028.
14. Common Stock Incentive Plan
The amount of share-based compensation costs recognized in 'General and administrative' in our consolidated statements of income and comprehensive income was $11.4 million and $5.9 million during the three months ended March 31, 2026 and 2025, respectively.
A. Restricted Stock and Restricted Stock Units
During the three months ended March 31, 2026, we granted a total of 264,649 shares of restricted stock and restricted stock units under the Realty Income 2021 Incentive Award Plan (the "2021 Plan"). Restricted stock and restricted stock units granted to employees vest over a service period not exceeding four years, while those granted to directors vest over a period of up to three years based on each director's years of service, and are subject to the director’s continued service through each applicable vesting date.
As of March 31, 2026, the remaining unamortized share-based compensation expense related to restricted stock awards and units totaled $36.6 million, which is being amortized on a straight-line basis over the service period of each applicable award. The amount of share-based compensation is based on the fair value of the stock at the grant date. We define the grant date as the date the recipient and Realty Income have a mutual understanding of the key terms and conditions of the award, and the recipient of the grant begins to benefit from, or be adversely affected by, subsequent changes in the price of the shares.
B. Performance Shares
During the three months ended March 31, 2026, we granted 246,900 performance shares, as well as dividend equivalent rights, to our executive officers. The performance shares are earned based on our Total Shareholder Return (“TSR”) performance relative to select industry indices and peer groups as well as achievement of certain operating metrics, and vest 50% as of the date of which the plan administrator determines the achievement of the applicable goals during the applicable three-year performance period and the remaining 50% on January 1 of the following year, subject to continued service.
As of March 31, 2026, the remaining share-based compensation expense related to the performance shares totaled $38.6 million. The performance shares are recognized on a tranche-by-tranche basis over the service period. The fair value of the performance shares was estimated on the date of grant using a Monte Carlo Simulation model.
15. Net Income per Common Share
The following is a reconciliation of the denominator of the basic net income per common share computation to the denominator of the diluted net income per common share computation (shares in thousands):
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| | | Three months ended March 31, |
| | | | | 2026 | | 2025 | | |
| Weighted average shares used for the basic net income per share computation | | | | | 931,977 | | | 891,666 | | | |
| Incremental shares from share-based compensation | | | | | 1,118 | | | 574 | | | |
| Dilutive effect of forward ATM offerings | | | | | 1,351 | | | 111 | | | |
| Weighted average shares used for diluted net income per share computation | | | | | 934,446 | | | 892,351 | | | |
| Unvested shares from share-based compensation that were anti-dilutive | | | | | 78 | | | 72 | | | |
| Weighted average partnership common units convertible to common shares that were anti-dilutive | | | | | 2,682 | | | 2,682 | | | |
| Weighted average forward ATM offerings that were anti-dilutive | | | | | 28 | | | 5 | | | |
| Weighted average shares issuable upon conversion of the convertible notes that were anti-dilutive | | | | | 11,458 | | | — | | | |
16. Supplemental Disclosures of Cash Flow Information
The following table summarizes our supplemental cash flow information during the periods indicated below (in thousands):
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| Three months ended March 31, |
| 2026 | | 2025 | | |
| Supplemental disclosures: | | | | | |
| Cash paid for interest | $ | 270,513 | | | $ | 270,919 | | | |
| Cash paid for income taxes | $ | 70,270 | | | $ | 55,035 | | | |
| Non-cash activities: | | | | | |
| Net increase (decrease) in fair value of derivatives | $ | 132,982 | | | $ | (47,749) | | | |
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The following table provides a reconciliation of 'Cash and cash equivalents' reported on our consolidated balance sheets to the total of the cash, cash equivalents, and restricted cash reported within our consolidated statements of cash flows (in thousands):
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| March 31, 2026 | | March 31, 2025 |
| Cash and cash equivalents shown in the consolidated balance sheets | $ | 373,543 | | | $ | 319,007 | |
Restricted escrow deposits (1) | 146,818 | | | 15,617 | |
Impounds related to mortgages payable (1) | 3,682 | | | 16,061 | |
| Total cash, cash equivalents, and restricted cash shown in the consolidated statements of cash flows | $ | 524,043 | | | $ | 350,685 | |
(1) Included within 'Other assets, net' on our consolidated balance sheets (see note 2, Supplemental Detail for Certain Components of Consolidated Balance Sheets). These amounts consist of cash that we are legally entitled to, but that is not immediately available to us. As a result, these amounts were considered restricted as of the dates presented.
17. Segment and Geographic Information
A. Segment Information
Our business is characterized as primarily owning and leasing commercial properties under long-term, net lease agreements (whereby clients are responsible for property taxes, insurance and maintenance costs), and these economic characteristics are similar across various property types, geographic locations, and industries in which our clients operate. Our chief operating decision maker ("CODM") is our President, Chief Executive Officer. Information reviewed by our CODM in evaluating performance and allocating resources is primarily operating results and cash flow analysis on a consolidated basis. Therefore, we operate and manage the business in one operating and reportable segment.
The CODM assesses performance and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. Our significant segment expenses include consolidated expense categories presented in our consolidated statements of income and comprehensive income, as well as additional significant segment expense categories reported within 'Property (including reimbursements)' and 'General and administrative' expense captions, as follows (in thousands):
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| | | Three months ended March 31, |
| | | | | 2026 | | 2025 | | |
| Property expenses (excluding reimbursements) | | | | | $ | 19,358 | | | $ | 19,303 | | | |
Cash G&A expenses (1) | | | | | $ | 47,502 | | | $ | 38,145 | | | |
(1) Represents 'General and administrative' expenses as presented in our consolidated statements of income and comprehensive income, less share-based compensation costs.
Other segment items included in consolidated net income consist of 'Gain on sales of real estate' and 'Other income, net', as presented in our consolidated statements of income and comprehensive income.
B. Geographic Information
The following table disaggregates domestic and international revenue by major asset types and geographic regions (in thousands):
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| | Three months ended March 31, |
| | 2026 | | |
| | U.S. | | U.K. | | Other (1) | | Total | | | | | | | | |
| Retail | | $ | 910,924 | | | $ | 177,200 | | | $ | 57,342 | | | $ | 1,145,466 | | | | | | | | | |
| Industrial | | 202,696 | | | 15,236 | | | 16,599 | | | 234,531 | | | | | | | | | |
Other (2) | | 58,410 | | | 2,410 | | | — | | | 60,820 | | | | | | | | | |
| Rental (including reimbursements) | | $ | 1,172,030 | | | $ | 194,846 | | | $ | 73,941 | | | $ | 1,440,817 | | | | | | | | | |
| Interest income on financing receivables | | | | | | | | 32,130 | | | | | | | | | |
| Interest and dividend income on loans and preferred equity investments | | | | | | | | 70,110 | | | | | | | | | |
| Other | | | | | | | | 5,670 | | | | | | | | | |
| Total revenue | | | | | | | | $ | 1,548,727 | | | | | | | | | |
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| | 2025 | | | | | | | | |
| | U.S. | | U.K. | | Other (1) | | Total | | | | | | | | |
| Retail | | $ | 864,073 | | | $ | 138,265 | | | $ | 39,280 | | | $ | 1,041,618 | | | | | | | | | |
| Industrial | | 196,429 | | | 11,663 | | | — | | | 208,092 | | | | | | | | | |
Other (2) | | 62,386 | | | 961 | | | — | | | 63,347 | | | | | | | | | |
| Rental (including reimbursements) | | $ | 1,122,888 | | | $ | 150,889 | | | $ | 39,280 | | | $ | 1,313,057 | | | | | | | | | |
| Interest income on financing receivables | | | | | | | | 32,635 | | | | | | | | | |
| Interest and dividend income on loans and preferred equity investments | | | | | | | | 34,736 | | | | | | | | | |
| Other | | | | | | | | 77 | | | | | | | | | |
| Total revenue | | | | | | | | $ | 1,380,505 | | | | | | | | | |
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(1) Other includes rental revenue generated from all other European countries we operate in.
(2) Other includes all other property types in our portfolio.
No individual client’s revenue represented more than 10% of our total revenue for each of the three months ended March 31, 2026 and 2025.
Long-lived assets include items such as property, plant, equipment and right-of-use assets subject to operating and finance leases. The following table disaggregates domestic and international total long-lived assets (in millions):
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| | March 31, 2026 | | December 31, 2025 |
| | U.S. | | U.K. | | Other (1) | | Total | | U.S. | | U.K. | | Other (1) | | Total |
| Long-lived assets | | $ | 42,298.4 | | | $ | 9,516.3 | | | $ | 3,744.8 | | | $ | 55,559.5 | | | $ | 42,337.4 | | | $ | 9,322.6 | | | $ | 3,280.5 | | | $ | 54,940.5 | |
| Remaining assets | | | | | | | | 18,995.2 | | | | | | | | | 17,855.1 | |
| Total assets | | | | | | | | $ | 74,554.7 | | | | | | | | | $ | 72,795.6 | |
(1) Other includes long-lived assets in all other European countries we operate in.
18. Commitments and Contingencies
In the ordinary course of business, we are party to various legal actions which we believe are routine in nature and incidental to the operation of our business. We believe that the outcome of the proceedings will not have a material adverse effect upon our consolidated financial position or results of operations.
As of March 31, 2026, we had $736.3 million of commitments under construction contracts related to development projects, which have estimated rental revenue commencement dates between April 2026 and December 2028. In addition, as of March 31, 2026, we had commitments of $42.3 million for tenant improvements, recurring capital expenditures, and building improvements, and had accrued $15.2 million in contingent consideration obligations related to leasing activities at four U.K. retail park properties acquired in 2026.
In March 2026, we closed on a mezzanine loan entered into with a joint venture with a principal balance of $375.0 million. As of March 31, 2026, we have an obligation to fund up to $135.6 million over the term of the guarantee on third-party debt related to this loan, in the event of default. The guarantee is effective through the term of the related loan, which matures in March 2029 and has two 12-month extension options available. The guarantee requires fair value measurement. As such, we recorded the measured amount of $4.0 million as a liability at inception, which is included in 'Other liabilities' on our consolidated balance sheets.
As of March 31, 2026, we had approximately $390.1 million of unfunded loan commitments related to certain loan investments, under which we are committed to provide funding upon borrower request, subject to satisfaction of customary conditions. These commitments may be funded over the contractual commitment period and are generally intended to support the financing needs of the borrowers, including project development costs, operational expenditures, and interest obligations. These commitments are secured by the underlying real estate collateral or pledges of equity interests in the borrowing entities.
19. Subsequent Events
A. Dividends
In April 2026, we declared a dividend of $0.2705 per share to our common stockholders, which will be paid in May 2026.
B. U.S. Core Plus Fund
On April 1, 2026, we called an additional $310.0 million of capital from third-party investors and redeemed $183.8 million of the Company's units, resulting in an indirect ownership of 26.8% in the Fund.
On April 30, 2026, the Fund borrowed $177.0 million under its unsecured delayed draw term loan and used the proceeds to repay borrowings under its unsecured revolving credit facility.
C. Note Issuance
In April 2026, we issued $800.0 million of 4.750% senior unsecured notes due April 2033 (the "Notes"). The public offering price for the Notes was 98.261% of the principal amount for an effective yield to maturity of 5.047%. Interest is paid semi-annually. In connection with the issuance, we executed a $500 million U.S. Dollar-to-Euro 7-year cross currency swap, resulting in approximately €436 million of proceeds and an effective fixed-rate, Euro-denominated yield to maturity of approximately 4.07% and coupon rate of 3.81%. On a combined basis, the Notes and related swap resulted in an effective blended yield to maturity of approximately 4.44% and blended coupon rate of 4.16%.
D. ATM Forward Offerings
As of May 6, 2026, we had outstanding forward sale agreements under our ATM program for a total of 23.6 million shares of common stock, representing expected net proceeds of approximately $1.4 billion (assuming full physical settlement of such agreements), of which 2.8 million shares were sold in April 2026.