0001104659-26-057450
SEC filingRealty Income Corporation entered into a sales agreement with multiple agents to offer and sell up to 150 million shares of common stock from time to time through at-the-market offerings and forward transactions.
Realty Income has established a new at-the-market (ATM) equity offering program replacing its prior program terminated concurrently, under which only 19.9 million shares were sold from a 150 million share capacity. The new Sales Agreement enables flexible capital raising through multiple sales agents including major investment banks, allowing direct sales to agents as principal or through ordinary brokers' transactions on the NYSE at prevailing market prices. It also facilitates forward sale transactions where forward purchasers hedge by borrowing and selling shares via affiliated forward sellers, with the company potentially receiving net proceeds upon physical settlement or contingency premiums. Commissions are capped at 2% but can exceed for block trades or principal transactions. Proceeds support core REIT activities like debt reduction, property acquisitions, and portfolio expansion, providing ongoing liquidity without immediate dilution pressure.