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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: October 14, 2025
(Date of Earliest Event Reported)
REALTY INCOME CORPORATION
(Exact name of registrant as specified in its charter)
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| Maryland |
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1-13374 |
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33-0580106 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(Commission File Number) |
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(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:
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| Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange On Which Registered |
| Common Stock, $0.01 Par Value |
O |
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 |
| 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).
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| 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. |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Kim Hourihan as Director
On October 14, 2025, the Board of Directors (the “Board”) of Realty Income Corporation (the “Company”) appointed Kim Hourihan to the Board, effective as of October 14, 2025, to serve as a director on the Board until the Company’s 2026 annual meeting of stockholders and until her successor is duly elected and qualified. The Company’s Board has affirmatively determined that Ms. Hourihan is “independent” after applying the Company’s categorical standards contained in its Corporate Governance Guidelines and under the applicable New York Stock Exchange (“NYSE”) rules. With Ms. Hourihan’s appointment, the total number of directors on the Board was increased to eleven. Ms. Hourihan has also been appointed to serve on the Compensation and Talent Committee following her appointment to the Board.
Pursuant to the terms of the Company’s 2021 Incentive Award Plan (the “Incentive Award Plan”), as amended, upon election to the Board, Ms. Hourihan will receive an initial grant of restricted shares of the Company’s common stock with a value of $200,000, which will vest as to one-third of the restricted shares on each of the first three anniversaries of the applicable grant date, subject to Ms. Hourihan’s continued service on the Board. In addition, Ms. Hourihan will be eligible to receive an annual equity award of restricted shares or restricted share units of the Company’s common stock with a value of $200,000 at each annual meeting of the Company’s stockholders following her appointment to the Board, provided that she continues to serve on the Board as of the date of such meeting (each an “annual equity award”). Annual equity awards will be subject to vesting based on Ms. Hourihan’s years of service on the Board in accordance with the Incentive Award Plan. Ms. Hourihan will also receive an annual cash retainer of $100,000 for serving on the Board and an annual cash retainer of $15,000 for serving on the Compensation and Talent Committee.
There are no understandings or arrangements between Ms. Hourihan or any other person and the Company or any of its subsidiaries pursuant to which Ms. Hourihan was selected to serve as a director of the Company. There are also no transactions involving Ms. Hourihan that would warrant disclosure pursuant to Item 404(a) of Regulation S-K.
Ms. Hourihan joined Invesco Real Estate (“Invesco”) in August 2025 and serves as their Managing Director and Global Head of Strategy and Portfolio Manager. She also serves as Invesco’s Co-Lead Portfolio Manager of its open-end core fund, Invesco Core Real Estate, and is a member of Invesco’s North America, EMEA and Asia Pacific Investment Committees and Global and North America Executive Committees. Prior to that, Ms. Hourihan served in various chief investment officer roles with CBRE Investment Management including serving as the Global Chief Investment Officer from November 2022 to June 2025, the Chief Investment Officer, CBRE Real Estate Investments from January 2022 to November 2022 and the Chief Investment Officer, Americas Direct Real Estate Strategies and Fund Manager from July 2020 to December 2021. Ms. Hourihan served as the Portfolio Management and Senior Managing director of CBRE Investment Management from December 2007 to July 2020. She has also served as Senior Vice President at Starwood Capital group from January 2006 to December 2008, Partner and Regional Director at TA Associates Realty from January 2001 to January 2006, Senior Vice President at Georgetown Holding from January 1996 to January 2001 and Vice President and Real Estate Construction Lending Officer at U.S. Trust Company from February 1987 to August 1994. Ms. Hourihan has over thirty years of experience in real estate investment and portfolio management, including being the founding Portfolio Manager of CBRE’s U.S. Core Partners Fund growing the fund to over $10.0 billion in assets under management during her tenure. Ms. Hourihan holds an M.B.A. from Harvard University and Bachelor of Arts degree in Economics from Boston College.
Item 7.01 Regulation of FD Disclosure.
On October 14, 2025, the Company issued a press release announcing the anticipated appointment of Ms. Hourihan as a director. A copy of this press release is furnished herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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.
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Dated: October 14, 2025 |
REALTY INCOME CORPORATION |
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By: |
/s/ Bianca Martinez |
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Bianca Martinez |
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Senior Vice President, Associate General Counsel and Assistant Secretary |
EX-99.1
2
o-991newdirector.htm
EX-99.1
Document
REALTY INCOME ANNOUNCES APPOINTMENT OF KIM HOURIHAN TO BOARD OF DIRECTORS
SAN DIEGO, CALIFORNIA, October 14, 2025...Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company®, today announced that Kim Hourihan has been appointed to Realty Income’s Board of Directors (the “Board”). Russell Reynolds Associates, a global leadership advisory and search firm, served as advisor to the company.
“I am pleased to announce Kim’s addition to our Board,” said Michael D. McKee, Realty Income’s Non-Executive Chairman of the Board. “Her global real estate expertise and track record of success in the investment management industry will benefit Realty Income as we continue to expand our presence globally."
Kim Hourihan serves as Managing Director and Global Head of Strategy at Invesco Real Estate, which manages $90.1 billion of assets in the U.S., Europe, and Asia. Previously, she served in various Chief Investment Officer roles with CBRE Investment Management, a real assets investment management firm with $155.3 billion of assets under management and operations in 20 countries around the world. During her 17-year tenure at CBRE Investment Management, Ms. Hourihan oversaw fund strategy and performance for both U.S.-based and international funds. Earlier in her career, Ms. Hourihan held roles at Starwood Capital Group and TA Associates Realty.
“Kim’s background complements the rich and diverse skill set of our Board,” said Sumit Roy, Realty Income’s President and Chief Executive Officer. “Kim’s leadership experience at top-tier global investment firms and in particular, her deep private fund management expertise, will be incredibly valuable as we diversify our sources of capital.”
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, 2025, we have a portfolio of over 15,600 properties in all 50 U.S. states, the U.K., and seven 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 664 consecutive monthly dividends and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for over 30 consecutive years. Additional information about the company can be found at www.realtyincome.com.
Forward-Looking Statements
This press release contains 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, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words "estimated," "anticipated," "expect," "believe," "intend," "continue," "should," "may," "likely," "plans," and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of our business and portfolio including management thereof. 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 and partners of such funding); volatility and uncertainty in the credit and financial markets; other risks inherent in the real estate business including our clients' solvency, client defaults under leases, increased client 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 outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; 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. Forward-looking statements are not guarantees of future plans and performance and speak only as of the date of this press release. Past operating results and performance are provided for informational purposes and are not a guarantee of future results. There can be no assurance that historical trends will continue. Actual plans and operating results may differ materially from what is expressed or forecasted in this press release and forecasts made in the forward-looking statements discussed in this press release may not materialize. We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.
Investor Relations:
Jonathan Pong
Executive Vice President, CFO and Treasurer
+1 858 284 5177
jpong@realtyincome.com