{"url_path":"/sec/o/8-k/2026-08-11/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/726728/0001104659-26-094098-index.html","accession_number":"0001104659-26-094098","cik":"0000726728","ticker":"O","issuer_name":"REALTY INCOME CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/726728/0001104659-26-094098-index.html","primary_entity_key":"0000726728","primary_entity_name":"REALTY INCOME CORP"},"word_count":1024,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\n*Acquisitions Updates*\n\n \n\nOn August 11, 2026, Realty Income Corporation\n(the “Company,” “Realty Income,” “our,” “us” or “we,” which terms include,\nunless otherwise expressly stated or the context otherwise requires, its consolidated subsidiaries) provided certain updates with respect\nto its acquisition activity, as set forth below.\n\n \n\nDuring the three months ended June 30, 2026, the\nCompany 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%.\n\n \n\nThe initial weighted average cash yield for acquisitions\nand properties under development is computed as cash income (defined as expected rent for real estate acquisitions as well as rent to\nbe received upon completion of the properties under development. For unconsolidated entities, this represents our pro-rata share of the\ncash income. For loans receivable and preferred equity investments, this represents earned interest income and preferred dividend income,\nrespectively) for the first twelve months following the acquisition date, divided by the total cost of the property (including all expenses\nborne by us), and includes pro-rata share of cash income from unconsolidated joint ventures. Initial weighted average cash yield for loans\nreceivable and preferred equity investment is computed using the cash income for the first twelve months following the acquisition date,\ndivided by the total cost of the investment. Since it is possible that a client could default on the payment, total cost or cash yield\ncould differ from our expectations or estimates and we cannot provide assurance that the actual initial weighted average cash yields on\nthe applicable investments will not be lower than those described above. These estimates are preliminary and are based on the most current\ninformation available to management.\n\n  \n\n*Capital Markets Activity*\n\n \n\nOn August 11, 2026, the Company issued\na press release relating to a proposed private offering of Convertible Senior Notes due 2031 (the “Notes”) to persons reasonably\nbelieved to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press\nrelease is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.\n\n \n\nNeither this Current Report on Form 8-K nor the\npress release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s common\nstock, if any, issuable upon conversion of the Notes.\n\n \n\n**Cautionary Statement Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form 8-K contains, or may contain,\nforward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities\nAct of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange\nAct. When used in this Current Report on Form 8-K, the words “estimate,” “anticipate,” “assume,”\n“expect,” “believe,” “intend,” “continue,” “should,” “may,”\n“likely,” “plan,” “seek,” and similar expressions are intended to identify forward-looking\nstatements. Forward-looking statements include statements regarding the Notes, including the conversion thereof, the intended use of\nthe net proceeds including the repurchase of shares of the Company’s common stock, and the timing and consummation of the\noffering 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\ncapital strategies including our private capital business, investment pipeline and intentions to acquire or dispose of properties\n(including geographies, timing, partners, clients and terms); operations and results; our share repurchase program; and settlement\nof shares of common stock sold pursuant to forward sale confirmations under our at-the-market program.\n\n \n\n \n\n \n\n \n\nForward-looking statements are subject to risks, uncertainties, and\nassumptions about us which may cause our actual future results to differ materially from expected results. Some of the factors that could\ncause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic\nand foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact\non our clients and us; access to debt and equity capital markets and other sources of funding (including the terms, structure and partners\nof such funding); volatility and uncertainty in the credit and financial markets; other risks inherent in real estate, private capital,\ncredit and mezzanine investments, and joint ventures or co-investment ventures including solvency, defaults under leases, bankruptcies,\npotential liability relating to environmental matters, illiquidity of real estate investments (including rights of first refusal or rights\nof first offer), and potential damages from natural disasters; impairments in the value of our real estate assets; volatility and changes\nin domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to tax laws and rates);\nproperty ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which, among other things,\nmay transfer or limit our control of the underlying investments; epidemics or pandemics; the loss of key personnel; the threat and outcome\nof 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\nfrom mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other arrangements;\nand those additional risks and factors discussed in our reports filed with the U.S. Securities and Exchange Commission.\n\n \n\nReaders are cautioned not to place undue reliance on forward-looking\nstatements contained in this Current Report on Form 8-K. These forward-looking statements are not guarantees of future plans and performance.\nActual plans and results may differ materially from what is expressed or forecasted in this Current Report on Form 8-K and forecasts made\nin the forward-looking statements discussed in this Current Report on Form 8-K might not materialize. We do not undertake any obligation\nto update forward-looking statements or other information contained in this Current Report on Form 8-K or to publicly release the results\nof any revisions to these forward-looking statements that may be made to reflect events or circumstances after the respective dates or\nfiling dates, as the case may be, of those documents or to reflect the occurrence of unanticipated events."}