Realty Income Prices Upsized $875.0 Million Convertible Senior Notes Offering

Realty Income Corporation (Realty Income, NYSE: O ), The Monthly Dividend Company ® , today announced the pricing of its offering of $875.0 million aggregate principal amount of 3.750% 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"). The offering size was increased from the previously announced offering size of $750.0 million aggregate principal amount of notes. The issuance and sale of the notes are scheduled to settle on August 14, 2026, subject to customary closing conditions. Realty Income also granted 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 $125.0 million aggregate principal amount of notes. The notes will be senior, unsecured obligations of Realty Income and will accrue interest at a rate of 3.750% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027. The notes will mature on August 15, 2031, unless earlier repurchased, redeemed or converted. Before May 15, 2031, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after May 15, 2031, 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. The initial conversion rate is 13.7512 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $72.72 per share of common stock. The initial conversion price represents a premium of approximately 17.5% over the last reported sale price of $61.89 per share of Realty Income's common stock on August 11, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. 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. 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...