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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: December 1, 2025

(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   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).

 

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 7.01 Regulation FD Disclosure.

 

On December 1, 2025, Realty Income Corporation (the “Company”) revised its investment volume guidance for the year ending December 31, 2025. The Company now expects the investment volume for 2025 to over $6.0 billion as compared to previous guidance of approximately $5.5 billion.

 

Also on December 1, 2025, the Company issued a press release announcing its entry into a definitive agreement with Blackstone Real Estate to acquire a $800.0 million preferred equity investment in the real estate of CityCenter in Las Vegas. 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.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K (this “Current Report”) 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 Current Report, 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 anticipated closing and funding of the preferred investment; and the timing thereof, anticipated future performance, discussions of the Company’s business and portfolio including management thereof; the Company’s platform including its international expansion; growth strategies; sources of capital; and the Company’s investment pipeline and intentions to acquire or dispose of properties (including geographies and partners). Forward-looking statements are subject to risks, uncertainties, and assumptions about the Company, which may cause actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, the Company’s ability to consummate the transaction on the contemplated timeline, if at all; the future operational performance of the tenant and the properties; the Company’s 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 the Company and its clients; 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 the Company’s 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 the Company’s 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 the Company’s control of the underlying investments; epidemics or pandemics; the loss of key personnel; the outcome of any legal proceedings to which the Company is 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 the Company’s 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 Current Report and forecasts made in the forward-looking statements discussed in this press release may not materialize. The Company does 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.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1   Press Release, dated December 1, 2025
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.

 

Dated: December 1, 2025 REALTY INCOME CORPORATION
     
  By: /s/ Bianca Martinez
    Bianca Martinez
    Senior Vice President, Associate General Counsel and Assistant Secretary

 

 

 

EX-99.1 2 tm2532481d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

 

 

REALTY INCOME ANNOUNCES $800 MILLION PREFERRED EQUITY INVESTMENT IN CITYCENTER LAS VEGAS REAL ESTATE ASSETS

 

Realty Income Increases 2025 Investment Volume Guidance to Over $6.0 Billion

 

SAN DIEGO, CALIFORNIA & NEW YORK, December 1, 2025….Realty Income Corporation (Realty Income, NYSE: O), The Monthly Dividend Company® and Blackstone Real Estate announced today a definitive agreement under which Realty Income will make an $800 million perpetual preferred equity investment in the real estate of CityCenter, comprised of the ARIA Resort & Casino and Vdara Hotel & Spa, which is owned by funds affiliated with Blackstone Real Estate. Blackstone Real Estate will retain 100% of the common equity ownership of the real estate and the real estate will continue to be operated by MGM Resorts International. This represents Realty Income’s second investment with Blackstone Real Estate, following the successful Bellagio Las Vegas joint venture completed in 2023.

 

In conjunction with today’s announcement, Realty Income is increasing its 2025 investment volume outlook to over $6.0 billion.

 

The perpetual preferred equity investment is expected to carry an unlevered initial rate of return to Realty Income of 7.4% with annual, capped escalators starting on the fifth anniversary of the closing. The preferred equity investment is subject to an early redemption premium payable to Realty Income of 3% of the preferred equity amount if redeemed prior to the first anniversary of closing, or 2% of the preferred equity amount if redeemed after the first anniversary but before the fourth anniversary of closing. Upon redemption of the preferred equity amount, if Realty Income has not received an 8.325% unlevered IRR on the redeemed amount, it will receive a make-whole payment to ensure that such return is achieved. Realty Income will retain a right of first offer on a future sale of the common equity interests in the real estate by Blackstone Real Estate.

 

“We are pleased to build on our strategic relationship with Blackstone Real Estate to invest in one of the Las Vegas Strip’s iconic properties,” said Sumit Roy, Realty Income's President and Chief Executive Officer. “This represents an immediately accretive investment for Realty Income with a favorable initial yield and IRR profile, further demonstrating the value of our size, scale, and diversification. This transaction adds to an active fourth quarter investment pipeline, which is expected to be fully funded from an equity standpoint from a combination of cash, anticipated free cash flow and equity, of which Realty Income had approximately $417 million of outstanding cash as of the end of the third quarter, and approximately $1.3 billion of unsettled forward equity as of today.”

 

Jacob Werner, Co-Head of Americas Acquisitions for Blackstone Real Estate, said: “We are pleased to reach this agreement and grow our partnership with Realty Income. This preferred equity investment is a terrific outcome for our investors as it returns significant capital while preserving our ownership in a world-class resort at the heart of the Las Vegas Strip.”

 

The property is subject to an existing triple net lease with annual rent escalators and approximately 26 years of remaining initial term, plus three 10-year extension options. In-place rent is significantly well-covered through existing property cash flows.

 

Located at the center of the Las Vegas Strip, the ARIA Resort & Casino and Vdara Hotel & Spa include gaming, lodging, luxury retail and upscale dining space, with approximately 5,500 rooms and 500,000 square feet of convention space operated and maintained by MGM Resorts International.

 

This transaction is expected to close on December 9th, 2025, subject to customary closing conditions.

 

J.P. Morgan, Citi, Deutsche Bank, Goldman Sachs Bank USA, and Evercore are acting as financial advisors to Blackstone. Simpson Thacher & Bartlett LLP is acting as legal counsel to Blackstone. Latham & Watkins LLP is acting as legal counsel to Realty Income.

 

 


 

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 September 30, 2025, we have a portfolio of over 15,500 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 665 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.

 

About Blackstone Real Estate

 

Blackstone is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and has US $320 billion of investor capital under management. Blackstone is the largest owner of commercial real estate globally, owning and operating assets across every major geography and sector, including logistics, data centers, residential, office and hospitality. Our opportunistic funds seek to acquire undermanaged, well-located assets across the world. Blackstone’s Core+ business invests in substantially stabilized real estate assets globally, through both institutional strategies and strategies tailored for income-focused individual investors including Blackstone Real Estate Income Trust, Inc. (BREIT). Blackstone Real Estate also operates one of the leading global real estate debt businesses, providing comprehensive financing solutions across the capital structure and risk spectrum, including management of Blackstone Mortgage Trust (NYSE: BXMT).

 

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 the anticipated closing of the preferred investment; and the timing thereof, anticipated future performance, discussions of our business and portfolio including management thereof; our platform including our international expansion; growth strategies; sources of capital; our investment pipeline and intentions to acquire or dispose of properties (including geographies and partners). 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 ability to consummate the transaction on the contemplated timeline, if at all; the future operational performance of the tenant and the properties, 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.

 

 


 

Realty Income Investor Contact:

Jonathan Pong

Executive Vice President, CFO and Treasurer

858-284-5177

jpong@realtyincome.com

 

Blackstone Media Contact:

Jeffrey Kauth

212-583-5395

Jeffrey.kauth@blackstone.com