REALTY INCOME CORP 8-K Filing

Ticker: O · Form: 8-K · Filed: 2025-11-18T00:00:00.000Z

Sentiment: neutral

Filing Stats: 1,205 words · 5 min read · ~4 pages · Grade level 11.9 · Accepted 2025-11-18 16:12:02

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 18, 2025, Realty Income Corporation (the "Company") entered into that certain Amended and Restated Term Loan Agreement (the "A&R Term Loan Agreement"), among the Company, as Borrower, the financial institutions party thereto and their assignees under Section 13.5 thereof, as Lenders, Toronto Dominion (Texas) LLC, as Administrative Agent, and the other parties named therein. The A&R Term Loan Agreement amends and restates, in its entirety, that certain Term Loan Agreement, dated as of January 6, 2023 (as amended, restated, supplemented, or otherwise modified prior to the A&R Term Loan Agreement, the "Existing Loan Agreement"), among the Company, as Borrower, the financial institutions party thereto and their assignees under Section 13.5 thereof, as Lenders, Toronto Dominion (Texas) LLC, as Administrative Agent, and the other parties named therein. The A&R Term Loan Agreement provides for a 900 million Sterling-denominated term loan facility (the "Term Loan Facility") that will mature on January 18, 2028, which maturity may be extended by 12 months on one occasion at the Company's option on the terms as set forth in the A&R Term Loan Agreement. In addition, the Company has the ability from time to time on no more than three occasions to increase the borrowings under the A&R Term Loan Agreement, which may be in the form of one or more new tranches of term loans, up to an aggregate amount of borrowings under the A&R Term Loan Agreement not to exceed $1,350 million, subject to receipt of lender commitments and the satisfaction of certain customary conditions precedent. Borrowings under the A&R Term Loan Agreement bear interest at different benchmark rates based on the currency of the borrowings, including SONIA (the Sterling Overnight Index Average) for borrowings denominated in Sterling, and SOFR (the secured overnight financing rate as administered by the Federal Reserve Bank of New York) for borrowi

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 18, 2025, the Company issued a press release announcing the A&R Term Loan Agreement. A copy of the press release is attached as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits 10.1 * Amended and Restated Term Loan Agreement, dated as of November 18, 2025, by and among the Company, as Borrower, the lenders party thereto, Toronto Dominion (Texas) LLC, as Administrative Agent, and the other parties named therein. 99.1 Press Release, dated November 18, 2025 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted annexes and schedules upon request by the Securities and Exchange Commission; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any annexes or schedules so furnished. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 18, 2025 REALTY INCOME CORPORATION By: /s/ Bianca Martinez Bianca Martinez Senior Vice President, Associate General Counsel and Assistant Secretary

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