Form 8-K

8-K — REALTY INCOME CORP

Accession: 0001104659-26-094098

Filed: 2026-08-11

Period: 2026-08-11

CIK: 0000726728

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report:

August 11, 2026

(Date

of Earliest Event Reported)

REALTY

INCOME CORPORATION

(Exact name of registrant as specified in its

charter)

Maryland

1-13374

33-0580106

(State

or Other Jurisdiction of

Incorporation or Organization)

(Commission File Number)

(IRS

Employer Identification No.)

11995

El Camino Real, San

Diego, California

92130

(Address of principal executive offices)

(858)

284-5000

(Registrant’s telephone number, including area code)

N/A

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol

Name

of Each Exchange On Which

Registered

Common

Stock, $0.01 Par Value

New

York Stock Exchange

1.125%

Notes due 2027

O27A

New

York Stock Exchange

1.875%

Notes due 2027

O27B

New

York Stock Exchange

5.000%

Notes due 2029

O29B

New

York Stock Exchange

1.625%

Notes due 2030

O30

New

York Stock Exchange

4.875%

Notes due 2030

O30B

New

York Stock Exchange

5.750%

Notes due 2031

O31A

New

York Stock Exchange

3.375%

Notes due 2031

O31B

New

York Stock Exchange

3.625% Notes due 2032

O32A

New York Stock Exchange

1.750%

Notes due 2033

O33A

New

York Stock Exchange

5.125%

Notes due 2034

O34

New

York Stock Exchange

3.875%

Notes due 2035

O35B

New

York Stock Exchange

6.000%

Notes due 2039

O39

New

York Stock Exchange

5.250%

Notes due 2041

O41

New

York Stock Exchange

2.500%

Notes due 2042

O42

New

York Stock Exchange

Indicate by check mark whether the registrant is

an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

Acquisitions Updates

On August 11, 2026, Realty Income Corporation

(the “Company,” “Realty Income,” “our,” “us” or “we,” which terms include,

unless otherwise expressly stated or the context otherwise requires, its consolidated subsidiaries) provided certain updates with respect

to its acquisition activity, as set forth below.

During the three months ended June 30, 2026, the

Company invested approximately $2.6 billion, with a pro-rata share of $2.1 billion, in properties, properties under development or expansion, unconsolidated entities and loans at an initial weighted average cash yield of approximately 7.3%.

The initial weighted average cash yield for acquisitions

and properties under development is computed as cash income (defined as expected rent for real estate acquisitions as well as rent to

be received upon completion of the properties under development. For unconsolidated entities, this represents our pro-rata share of the

cash income. For loans receivable and preferred equity investments, this represents earned interest income and preferred dividend income,

respectively) for the first twelve months following the acquisition date, divided by the total cost of the property (including all expenses

borne by us), and includes pro-rata share of cash income from unconsolidated joint ventures. Initial weighted average cash yield for loans

receivable and preferred equity investment is computed using the cash income for the first twelve months following the acquisition date,

divided by the total cost of the investment. Since it is possible that a client could default on the payment, total cost or cash yield

could differ from our expectations or estimates and we cannot provide assurance that the actual initial weighted average cash yields on

the applicable investments will not be lower than those described above. These estimates are preliminary and are based on the most current

information available to management.

Capital Markets Activity

On August 11, 2026, the Company issued

a press release relating to a proposed private offering of Convertible Senior Notes due 2031 (the “Notes”) to persons reasonably

believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press

release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Neither this Current Report on Form 8-K nor the

press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common

stock, if any, issuable upon conversion of the Notes.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains, or may contain,

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities

Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange

Act. When used in this Current Report on Form 8-K, the words “estimate,” “anticipate,” “assume,”

“expect,” “believe,” “intend,” “continue,” “should,” “may,”

“likely,” “plan,” “seek,” and similar expressions are intended to identify forward-looking

statements. Forward-looking statements include statements regarding the Notes, including the conversion thereof, the intended use of

the net proceeds including the repurchase of shares of the Company’s common stock, and the timing and consummation of the

offering of the Notes and the capped call transactions relating to the Notes; discussions of our business, strategy, plans, and the intentions of management; our platform; growth and

capital strategies including our private capital business, investment pipeline and intentions to acquire or dispose of properties

(including geographies, timing, partners, clients and terms); operations and results; our share repurchase program; and settlement

of shares of common stock sold pursuant to forward sale confirmations under our at-the-market program.

Forward-looking statements are subject to risks, uncertainties, and

assumptions about us which may cause our actual future results to differ materially from expected results. Some of the factors that could

cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic

and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact

on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms, structure and partners

of such funding); volatility and uncertainty in the credit and financial markets; other risks inherent in real estate, private capital,

credit and mezzanine investments, and joint ventures or co-investment ventures including solvency, defaults under leases, bankruptcies,

potential liability relating to environmental matters, illiquidity of real estate investments (including rights of first refusal or rights

of first offer), and potential damages from natural disasters; impairments in the value of our real estate assets; volatility and changes

in domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to tax laws and rates);

property ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which, among other things,

may transfer or limit our control of the underlying investments; epidemics or pandemics; the loss of key personnel; the threat and outcome

of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; and the anticipated benefits

from mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other arrangements;

and those additional risks and factors discussed in our reports filed with the U.S. Securities and Exchange Commission.

Readers are cautioned not to place undue reliance on forward-looking

statements contained in this Current Report on Form 8-K. These forward-looking statements are not guarantees of future plans and performance.

Actual plans and results may differ materially from what is expressed or forecasted in this Current Report on Form 8-K and forecasts made

in the forward-looking statements discussed in this Current Report on Form 8-K might not materialize. We do not undertake any obligation

to update forward-looking statements or other information contained in this Current Report on Form 8-K or to publicly release the results

of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the respective dates or

filing dates, as the case may be, of those documents or to reflect the occurrence of unanticipated events.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated August 11, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: August 11, 2026

REALTY INCOME CORPORATION

By:

/s/ Bianca Martinez

Bianca Martinez

Senior Vice President, Associate General Counsel and Assistant Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2622133d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Realty Income Announces Proposed Convertible

Senior Notes Offering

SAN

DIEGO, CALIFORNIA, August 11, 2026....Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®,

today announced its intention to offer, subject to market and other conditions, $750.0 million aggregate principal

amount of convertible senior notes due 2031 (the “notes”) in a private offering (the “offering”) to persons reasonably

believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities

Act”). Realty Income also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period

of 13 days from, and including, the date the notes are first issued, up to an additional $112.5

million aggregate principal amount of notes.

The notes will be senior, unsecured obligations

of Realty Income and interest will be payable semi-annually in arrears. Realty Income will settle conversions by paying cash up to the

aggregate principal amount of the notes to be converted and paying or delivering, as the case may be, cash, shares of Realty Income’s

common stock or a combination of cash and shares of Realty Income’s common stock, at Realty Income’s election, in respect

of the remainder, if any, of Realty Income’s conversion obligation in excess of the aggregate principal amount of the notes being

converted, based on the then applicable conversion rate. The interest rate, initial conversion rate and other terms of the notes are to

be determined upon pricing of the offering.

Except in the event of a cleanup redemption

or a REIT preservation redemption (each as defined below), Realty Income may not redeem the notes prior to August 20, 2029. Realty

Income will have the right to redeem the notes, in whole or in part (subject to certain limitations), for cash at Realty

Income’s option at any time, and from time to time, on or after August 20, 2029 and on or before the 20th scheduled trading

day immediately before the maturity date, but only if the last reported sale price per share of Realty Income's common stock exceeds

130% of the conversion price for a specified period of time and certain other conditions are satisfied.

Realty Income may redeem for cash all, but not

less than all, of the notes at any time if the aggregate principal amount of the notes that remains outstanding as of the redemption notice

date is less than 10% of the aggregate principal amount of the notes initially issued under the indenture (including any notes issued

pursuant to the initial purchasers’ option to purchase additional notes) and certain other conditions are satisfied (a “cleanup

redemption”).

Realty Income will also have the right to redeem

the notes, in whole or in part, at Realty Income’s option at any time prior to maturity to the extent, and only to the extent, necessary

to preserve its status as a real estate investment trust (“REIT”) for U.S. federal income tax purposes (a “REIT preservation

redemption”).

In each case, the redemption price for any note

called for redemption will be a cash amount equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest

to, but excluding, the redemption date.

If a “fundamental change” (as defined

in the indenture for the notes) occurs, which includes certain business combination transactions involving Realty Income and certain de-listing

events with respect to Realty Income’s common stock, then, subject to a limited exception, noteholders may require Realty Income

to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued

and unpaid interest, if any, to, but excluding, the applicable repurchase date.

Use of Proceeds and Concurrent Share Repurchases

Realty Income intends to use a portion of the

net proceeds from this offering to pay the cost of the capped call transactions described below. Realty Income expects to use a portion

of the net proceeds from this offering to repurchase shares of Realty Income’s common stock concurrently with the pricing of this

offering in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as Realty

Income’s agent. These repurchases could increase (or reduce the size of any decrease in) the market price of Realty Income’s

common stock or the notes, and this activity could affect the market price of Realty Income’s common stock prior to, concurrently

with or shortly after the pricing of the notes, and could result in a higher initial conversion price for the notes. Realty Income intends

to use the remainder of the net proceeds from this offering for general corporate purposes, which may include, among other things, the

repayment or repurchase of certain indebtedness (including borrowings under Realty Income’s revolving credit facilities and commercial

paper programs), foreign currency swaps or other hedging instruments, the development, redevelopment and acquisition of additional properties,

acquisition or business combination transactions, and the expansion and improvement of certain properties in Realty Income’s portfolio.

Capped Call Transactions

In connection with the pricing of the notes, Realty

Income expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates

and/or one or more other financial institutions (the “option counterparties”). The capped call transactions are expected generally

to reduce the potential dilution to Realty Income’s common stock upon any conversion of the notes and/or offset any potential cash

payments Realty Income is required to make in excess of the principal amount of the converted notes, as the case may be, with such reduction and/or offset subject to a cap. If, however, the market price per share of Realty Income’s common

stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would

nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market

price exceeds the cap price of the capped call transactions. The capped call transactions are expected to cover, subject to anti-dilution

adjustments substantially similar to those applicable to the notes, the number of shares of Realty Income’s common stock that will

initially underlie the notes. If the initial purchasers of the notes exercise their option to purchase additional notes, Realty Income

expects to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions with the

option counterparties.

Realty Income expects that, in connection with

establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to

enter into various derivative transactions with respect to Realty Income’s common stock and/or purchase shares of Realty Income’s

common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease

in) the market price of Realty Income’s common stock or the notes at that time. In addition, Realty Income expects that the option

counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with

respect to Realty Income’s common stock and/or by purchasing or selling shares of Realty Income’s common stock or other securities

of Realty Income in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely

to do so (x) during any observation period related to a conversion of notes or following any repurchase of notes by Realty Income in connection

with any redemption or fundamental change, (y) following any repurchase of the notes by Realty Income other than in connection with any

redemption or fundamental change if Realty Income elects to unwind a corresponding portion of the capped call transactions in connection

with such repurchase and (z) if Realty Income otherwise unwinds all or a portion of the capped call transactions). This activity could

also cause or avoid an increase or a decrease in the market price of Realty Income’s common stock or the notes, which could affect

the ability of holders of the notes to convert the notes and, to the extent the activity occurs during any observation period related

to a conversion of the notes, it could affect the number of shares of Realty Income’s common stock, if any, and value of the consideration

that holders of the notes will receive upon conversion of the notes.

Important Information

The offer and sale of the notes and any shares

of Realty Income’s common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities

Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or

in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press

release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the notes

(or any shares of Realty Income’s common stock issuable upon conversion of the notes) in any state or jurisdiction in which the

offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such

state or jurisdiction.

About Realty Income

Realty

Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies®. Founded in 1969, we

serve our clients as a full-service real estate capital provider. As of June 30, 2026, we have a portfolio of over 15,500 properties

in all 50 U.S. states, the U.K., and eight other countries in Europe. We are known as "The Monthly Dividend

Company®" and have a mission to invest in people and places to deliver dependable monthly dividends that increase over

time. Since our founding, we have declared 673 consecutive monthly dividends and are a member of the S&P 500 Dividend

Aristocrats® index for having increased our dividend for over 31 consecutive years.

Forward-Looking Statements

This press release includes forward-looking statements,

including statements regarding the anticipated terms of the notes being offered, the completion, timing and size of the proposed offering,

the intended use of the net proceeds and the anticipated terms of, and effects of entering into, the capped call transactions described

above. Forward-looking statements represent Realty Income’s current expectations regarding future events and are subject to known

and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements.

Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Realty

Income’s common stock and risks relating to Realty Income’s business, including those described in periodic reports that Realty

Income files from time to time with the SEC. Realty Income may not consummate the proposed offering described in this press release and,

if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offering or the notes or its ability

to effectively apply the net proceeds as described above. The forward-looking statements included in this press release speak only as

of the date of this press release, and Realty Income does not undertake to update the statements included in this press release for subsequent

developments, except as may be required by law.

Investor Relations:

Alex Waters

Vice President, Investor Relations

+1 858 284 4965

awaters@realtyincome.com

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Aug. 11, 2026

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Indicate if registrant meets the emerging growth company criteria.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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