Realty Income

“Our Primary Business Activities Our primary business is the acquisition, ownership, and active management of freestanding commercial properties leased under long‑term net lease agreements to a diversified base of operators, including a blend of investment grade, investment grade equivalent, and other creditworthy clients.”

Annual report 2025A · The company itself

“Table of Contents Real Estate Investment Strategy - Retail Investment Focus Retail properties represent a significant portion of our portfolio. Within this category, we primarily target properties that support service-oriented, non-discretionary, and/or low-price-point business models. These uses often provide essential or recurring services and, in our experience, tend to exhibit more resilient demand characteristics across economic cycles.”

Annual report 2025A · The company itself

“We have and may continue to make investments and utilize transaction structures that are outside of our traditional business, including entering into new asset classes, such as casinos, data centers, power centers, retail parks, loans, and vertical farms, and entering into (or expanding our use of) new transaction structures, such as strategic co-investment ventures, joint ventures, funds, lending, and increased exploration of sale-leaseback transactions.”

Annual report 2025A · The company itself

“(2)Our clients occupying the new properties are 70.4% retail, 29.1% industrial, and 0.5% other property types based on net operating income.”

Annual report 2025A · The company itself

“Further, we also rely on innovation in our IT and our use of or inability to adopt and deliver new technological capabilities and enhancements in line with strategic objectives, including artificial intelligence and machine learning, may put us at a competitive disadvantage (including delayed implementation and utilization that causes us to lag behind our competitors); cause us to miss opportunities to innovate or achieve efficiencies; or adversely impact our business, reputation, results of operations, and financial condition. The use of emerging technologies, including artificial intelligence, entails risks including risks relating to the possibility of intellectual property infringement or misappropriation; data privacy; potential for inaccuracy; bias; new or enhanced governmental or regulatory scrutiny, requirements, litigation, or other liability; ethical concerns; negative perceptions as to automation and artificial intelligence; cybersecurity concerns; or other complications or liabilities that could adversely affect our business, reputation, results of operations, or financial results.”

Annual report 2025A · The company itself

“Since 2019, we have meaningfully expanded our investment in people, systems, and automation to enhance our decision-making, efficiency, and risk management across the full investment lifecycle. Our “One Team” leverages these proprietary capabilities daily, including predictive analytics, a tailored and supplemental enterprise resource planning (“ERP”) platform with source-to-book workflow automation, and robotic process automation (“RPA”) initiatives that support scalability and operating leverage.”

Annual report 2025A · The company itself

“A key component of our platform is predictive analytics, which is embedded in our business system and applied to underwriting acquisitions through ongoing portfolio optimization and disposition decisions. Predictive analytics helps us identify opportunities, evaluate investments, monitor asset performance, and proactively manage portfolio risks over time. Table of Contents Our predictive analytics platform uses machine learning models trained on proprietary financial and leasing data across more than 15,500 properties, combined with millions of external data points stored in our data warehouse.”

Annual report 2025A · The company itself

“A key component of our platform is predictive analytics, which is embedded in our business system and applied to underwriting acquisitions through ongoing portfolio optimization and disposition decisions. Predictive analytics helps us identify opportunities, evaluate investments, monitor asset performance, and proactively manage portfolio risks over time. Table of Contents Our predictive analytics platform uses machine learning models trained on proprietary financial and leasing data across more than 15,500 properties, combined with millions of external data points stored in our data warehouse.”

Annual report 2025A · The company itself

“We have and may continue to make investments and utilize transaction structures that are outside of our traditional business, including entering into new asset classes, such as casinos, data centers, power centers, retail parks, loans, and vertical farms, and entering into (or expanding our use of) new transaction structures, such as strategic co-investment ventures, joint ventures, funds, lending, and increased exploration of sale-leaseback transactions.”

Annual report 2025A · The company itself

“(2)"Other" primarily includes 27 properties classified as agriculture with $35.8 million in annualized base rent, 14 properties classified as office with $33.4 million in annualized base rent, 21 properties classified as country clubs with $27.9 million in annualized base rent, and three properties classified as data centers with $24.6 million in annualized base rent, as well as one land parcel under development.”

Annual report 2025A · The company itself

“We may face extensive regulations from gaming and other regulatory authorities regarding current and future gaming properties. As a landlord of a gaming facility or future gaming facilities, we may be impacted by the risks associated with the gaming industry.”

Annual report 2025A · The company itself

“We have and may continue to make investments and utilize transaction structures that are outside of our traditional business, including entering into new asset classes, such as casinos, data centers, power centers, retail parks, loans, and vertical farms, and entering into (or expanding our use of) new transaction structures, such as strategic co-investment ventures, joint ventures, funds, lending, and increased exploration of sale-leaseback transactions.”

Annual report 2025A · The company itself

“As a landlord of a gaming facility or future gaming facilities, we may be impacted by the risks associated with the gaming industry. The ownership, operation, and management of gaming facilities are subject to extensive regulation.”

Annual report 2025A · The company itself

“Our Primary Business Activities Our primary business is the acquisition, ownership, and active management of freestanding commercial properties leased under long‑term net lease agreements to a diversified base of operators, including a blend of investment grade, investment grade equivalent, and other creditworthy clients.”

Annual report 2025A · The company itself

“We have and may continue to make investments and utilize transaction structures that are outside of our traditional business, including entering into new asset classes, such as casinos, data centers, power centers, retail parks, loans, and vertical farms, and entering into (or expanding our use of) new transaction structures, such as strategic co-investment ventures, joint ventures, funds, lending, and increased exploration of sale-leaseback transactions.”

Annual report 2025A · The company itself

“Segment Information Our business is characterized as primarily owning and leasing commercial properties under long-term, net lease agreements (whereby clients are responsible for property taxes, insurance and maintenance costs), and these economic characteristics are similar across various property types, geographic locations, and industries in which our clients operate.”

Annual report 2025A · The company itself

“We have and may continue to make investments and utilize transaction structures that are outside of our traditional business, including entering into new asset classes, such as casinos, data centers, power centers, retail parks, loans, and vertical farms, and entering into (or expanding our use of) new transaction structures, such as strategic co-investment ventures, joint ventures, funds, lending, and increased exploration of sale-leaseback transactions.”

Annual report 2025A · The company itself

“(2)"Other" primarily includes 27 properties classified as agriculture with $35.8 million in annualized base rent, 14 properties classified as office with $33.4 million in annualized base rent, 21 properties classified as country clubs with $27.9 million in annualized base rent, and three properties classified as data centers with $24.6 million in annualized base rent, as well as one land parcel under development.”

Annual report 2025A · The company itself

“We fund our capital requirements through internally generated cash flow, dispositions, bank debt financing, public and private debt and equity markets, and our private capital business including through joint ventures and other co-investment ventures.”

Annual report 2025A · The company itself

“As of December 31, 2025, 32.2% of our total portfolio annualized base rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies.”

Annual report 2025A · The company itself

“Additionally, any such new development, speculative development, or expansion project may not operate at designed capacity or may cost more to operate or construct than we expect. The inability to successfully complete development, speculative development, expansion or other value-added projects or to complete them on a timely basis could adversely affect our business and results of operations.”

Annual report 2025A · The company itself

“Table of Contents We may engage in development, speculative development or expansion projects or invest in new asset classes, which would subject us to additional risks that could negatively impact our operations. We may engage in development, speculative development or other expansion projects, which could require us to raise capital directly or through co-investment ventures and obtain state and local permits.”

Annual report 2025A · The company itself

“Further, we also rely on innovation in our IT and our use of or inability to adopt and deliver new technological capabilities and enhancements in line with strategic objectives, including artificial intelligence and machine learning, may put us at a competitive disadvantage (including delayed implementation and utilization that causes us to lag behind our competitors); cause us to miss opportunities to innovate or achieve efficiencies; or adversely impact our business, reputation, results of operations, and financial condition. The use of emerging technologies, including artificial intelligence, entails risks including risks relating to the possibility of intellectual property infringement or misappropriation; data privacy; potential for inaccuracy; bias; new or enhanced governmental or regulatory scrutiny, requirements, litigation, or other liability; ethical concerns; negative perceptions as to automation and artificial intelligence; cybersecurity concerns; or other complications or liabilities that could adversely affect our business, reputation, results of operations, or financial results.”

Annual report 2025A · The company itself

“Since 2019, we have meaningfully expanded our investment in people, systems, and automation to enhance our decision-making, efficiency, and risk management across the full investment lifecycle. Our “One Team” leverages these proprietary capabilities daily, including predictive analytics, a tailored and supplemental enterprise resource planning (“ERP”) platform with source-to-book workflow automation, and robotic process automation (“RPA”) initiatives that support scalability and operating leverage.”

Annual report 2025A · The company itself

“Since 2019, we have meaningfully expanded our investment in people, systems, and automation to enhance our decision-making, efficiency, and risk management across the full investment lifecycle. Our “One Team” leverages these proprietary capabilities daily, including predictive analytics, a tailored and supplemental enterprise resource planning (“ERP”) platform with source-to-book workflow automation, and robotic process automation (“RPA”) initiatives that support scalability and operating leverage.”

Annual report 2025A · The company itself

“(2)Our clients occupying the new properties are 70.4% retail, 29.1% industrial, and 0.5% other property types based on net operating income.”

Annual report 2025A · The company itself

“We intend to incur additional indebtedness in the future which may be pursuant to accordion expansion features of our revolving credit and term loan facilities, the Fund, mergers, acquisitions, joint ventures, partnerships and other structures or arrangements.”

Annual report 2025A · The company itself

“Further, net lease REITs must be able to deploy capital with agility and consistency, if we cannot access the capital markets upon favorable terms or at all, we may not be able to acquire investments upon favorable terms or at all and may be required to liquidate investments, including investments that have not yet realized maximum return, which could result in adverse tax consequences and/or adversely affect our ability to meet cash flow and other operational needs.”

Annual report 2025A · The company itself

“Volatility in market and economic conditions may impact the accuracy of the various estimates used in the preparation of our financial statements and footnotes to the financial statements. Various estimates are used in the preparation of our financial statements, including estimates related to asset and liability valuations (or potential impairments) and receivables.”

Annual report 2025A · The company itself

“Our ability to make distributions on our common stock and any outstanding preferred stock and payments on our indebtedness, and to fund acquisitions and capital expenditures will depend on our ability to generate cash in the future. We cannot make any assurances that our business will generate sufficient cash flow from operations or that future borrowings will be available to us in an amount sufficient to enable us to make distributions on our common stock and any outstanding preferred stock, to pay our indebtedness or to fund our other liquidity needs.”

Annual report 2025A · The company itself

“We fund our capital requirements through internally generated cash flow, dispositions, bank debt financing, public and private debt and equity markets, and our private capital business including through joint ventures and other co-investment ventures.”

Annual report 2025A · The company itself

“As a result, we are and will be subject to risks associated with debt financing, including the risk that our cash flow could be insufficient to make required payments on our debt or to pay dividends on our common stock. We also face variable interest rate risk as the interest rates on our revolving credit facility, term loan facilities, and commercial paper programs are variable (subject to our interest rate swaps on our term loan facilities, in effect from time to time), and the interest rates on any credit facilities and term loan facilities we may enter into in the future may be variable, and could therefore increase over time.”

Annual report 2025A · The company itself

“Our indebtedness could also have other important consequences to holders of our common stock, outstanding preferred stock, and our debt securities, including: increasing our vulnerability to general adverse economic and industry conditions; limiting our ability to obtain additional financing to fund future working capital, acquisitions, capital expenditures and other general corporate requirements; requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate requirements; limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and putting us at a disadvantage compared to our competitors with less indebtedness.”

Annual report 2025A · The company itself

“While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in borrowing and currency rates, we may not realize the anticipated benefits from these arrangements or they may be insufficient to fully mitigate our exposure.”

Annual report 2025A · The company itself

“RI Credit Facilities In April 2025, we entered into new $4.0 billion unsecured multicurrency revolving credit facilities, to amend and restate our previous $4.25 billion unsecured revolving credit facility. Our new revolving credit facilities include (a) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2027 and (b) a $2.0 billion unsecured multicurrency revolving credit facility, consisting of two tranches, that will mature in April 2029 (collectively, the “RI Credit Facilities”).”

Annual report 2025A · The company itself

“The effects of climate change may lead to increased costs for us and our clients to adapt to the demands and expectations of lowering our carbon footprint, including with respect to setting carbon reduction targets, implementing renewable energy, retrofitting properties to be more energy efficient and implementing longer-term low-carbon solutions.”

Annual report 2025A · The company itself

“Our sustainability strategies and efforts to comply with the various federal, state and international laws and regulations related to climate change could result in significant capital expenditures to improve our existing properties, properties we may acquire, and other business practices.”

Annual report 2025A · The company itself

“These risks could adversely affect our reputation, financial condition or results of operations. The structure of our leasing contracts and operating model presents challenges in partnering with clients to implement necessary decarbonization initiatives.”

Annual report 2025A · The company itself

“Our business is subject to risks associated with the effects of climate change and a market shift to a lower carbon economy and may be subject to further risks in the future. A failure to adequately adapt to climate change could adversely affect our business through both chronic and acute perils including, but not limited to, extreme weather, changes in precipitation and temperature, and rising sea levels, all of which may result in physical damage to, or a decrease in demand for, our properties located in the areas affected by these conditions, and may adversely impact consumer behaviors, preferences and spending for our clients, and insurance costs, which may impact their ability to fulfill their obligations under our leases, or our ability to re-lease the properties in the future.”

Annual report 2025A · The company itself

“We, like all businesses, are subject to cyberattacks and security incidents, which threaten the confidentiality, integrity and availability of our systems and information resources. Cyberattacks are malicious cyber activity and a security incident is a successful cyberattack that has the potential to expose sensitive data, internal systems or otherwise disrupt business operations. Those cyberattacks and security incidents may be due to intentional or unintentional acts by employees, contractors or third parties, who seek to gain unauthorized access to our or our service providers’ systems to disrupt operations, corrupt data or steal confidential information through malware, computer viruses, ransomware, social engineering (e.g., phishing attachments to e-mails) or other vectors.”

Annual report 2025A · The company itself

“Negative market conditions, global economic and political uncertainties or adverse events affecting our existing or potential clients or the industries in which they operate, could have an adverse impact on our ability to attract new clients, re-lease space, collect rent or renew leases, which could adversely affect our cash flow from operations, our ability to maintain or increase our current dividend levels and inhibit growth.”

Annual report 2025A · The company itself

“We seek to promote effective energy efficiency and other sustainability strategies and compliance with federal, state and international laws and regulations related to climate change, both internally and with our partners across our value chain, including with our clients. Our sustainability strategies and efforts to comply with the various federal, state and international laws and regulations related to climate change could result in significant capital expenditures to improve our existing properties, properties we may acquire, and other business practices.”

Annual report 2025A · The company itself

“Clients of net-leased properties are typically responsible for maintenance and other day-to-day management of the properties. This lack of control over our net-leased properties makes it difficult for us to collect property-level environmental data and to enforce related initiatives, which may impact our ability to comply with certain shareholder expectations or regulatory disclosure requirements to which we are subject or to comply with reporting frameworks or other established frameworks and standards.”

Annual report 2025A · The company itself

“Additionally, our sustainability disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. If we fail to satisfy the environmental, social, and governance expectations of investors, clients and other stakeholders, our initiatives are not executed as planned, or we do not satisfy our goals, then our third-party ratings, reputation and financial results could be adversely affected.”

Annual report 2025A · The company itself

“In addition, both advocates and opponents to certain sustainability matters are increasingly resorting to a range of activism forms, including shareholder proposals, media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business.”

Annual report 2025A · The company itself

“We have incurred and may continue to incur indebtedness that is denominated in local currencies to fund our international investments and operations. However, it is possible that such indebtedness may be insufficient or may be on unacceptable terms requiring us to use non-local currency indebtedness. In such event, we may be subject to foreign exchange rate volatility.”

Annual report 2025A · The company itself

“In such event, we may be subject to foreign exchange rate volatility which may be impacted by various factors, including those described above. While we may enter into hedging and other derivatives instruments to mitigate our exposure to fluctuations in foreign exchange rates, we may not realize the anticipated benefits from these arrangements, or these arrangements may be insufficient to mitigate our exposure.”

Annual report 2025A · The company itself

“We incur costs to monitor and take actions to comply with applicable federal, international, state and local governmental regulations that are applicable to our business, which include, among others, securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, zoning, usage and other regulations relating to real property (including related to building performance standards such as, for example, energy, water, and waste efficiency), anti-money laundering and anti-bribery and corruption laws and regulations, data privacy laws and regulations, sanctions restrictions, gaming laws and regulations, and the Americans with Disabilities Act of 1990 ("ADA").”

Annual report 2025A · The company itself

“We face the risk that rental revenue from our properties may be insufficient to cover all corporate operating expenses, debt service payments on indebtedness we incur, and distributions on our capital stock.”

Annual report 2025A · The company itself

“The primary risks that could directly result from the occurrence of a cyberattack or security incident include operational interruption, damage to our relationship with our clients, reputational damage and private data exposure. We could be required to expend significant capital and other resources to address an attack or incident, which may not be covered or fully covered by our insurance, and which may involve payments for investigations, forensic analyses, legal advice, public relations advice, system repair or replacement or other services, in addition to any remedies or relief that may result from legal proceedings. Our financial results may be negatively impacted by any such cyberattacks and security incidents or any resulting negative media attention.”

Annual report 2025A · The company itself

“We also prioritize retail clients that have demonstrated resilience to e‑commerce, including through necessity‑based offerings, experiential components, or strong omnichannel strategies that effectively integrate physical locations with digital platforms.”

Annual report 2025A · The company itself

“Natural disasters, terrorist attacks, acts of violence or war or other unexpected events may affect the value of our debt and equity securities, the markets in which we operate and our results of operations. Natural disasters, terrorist attacks, acts of violence or war or other unexpected events (e.g., pandemics or epidemics) may negatively affect our operations, the market price of our capital stock and the value of our debt securities.”

Annual report 2025A · The company itself

“We depend on key personnel. We depend on the efforts of our executive officers and key employees and the loss of their services could have a material adverse effect on our results of operations or financial condition.”

Annual report 2025A · The company itself

“Natural disasters, terrorist attacks, acts of violence or war or other unexpected events may affect the value of our debt and equity securities, the markets in which we operate and our results of operations. Natural disasters, terrorist attacks, acts of violence or war or other unexpected events (e.g., pandemics or epidemics) may negatively affect our operations, the market price of our capital stock and the value of our debt securities.”

Annual report 2025A · The company itself

“As of December 31, 2025, we have a portfolio of over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe.”

Annual report 2025A · The company itself

“Since our initial entry into the U.K. in 2019, we have successfully grown and scaled our U.K. and European platforms, and as of December 31, 2025, our U.K. and European assets represented approximately 19% of our annualized base rent (as defined in "Property Portfolio Information" below), compared to approximately 14% as of December 31, 2024. This growth reflects our sustained investment activity in the region, with U.K. and Europe representing approximately 60% of our total acquisition volume in 2025.”

Annual report 2025A · The company itself

“During 2025, we expanded our portfolio into Poland and the Netherlands, further growing and diversifying our European footprint.”

Annual report 2025A · The company itself

“We also engage external asset, fund and property managers, directors, trustees, contractors, and other third parties who assist with managing our international properties.”

Annual report 2025A · The company itself

“As of December 31, 2025, we have a portfolio of over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe.”

Annual report 2025A · The company itself

“Geographic Information The following table disaggregates domestic and international revenue by major asset types and geographic regions (in thousands): Years ended December 31, 2025 U.S.”

Annual report 2025A · The company itself

“As of December 31, 2025, we have a portfolio of over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe.”

Annual report 2025A · The company itself

“Geographic Information The following table disaggregates domestic and international revenue by major asset types and geographic regions (in thousands): Years ended December 31, 2025 U.S.”

Annual report 2025A · The company itself

“Subsequent to year‑end, in January 2026, we made initial investments in Mexico through a joint‑venture with leading global institutional partners.”

Annual report 2025A · The company itself

“Our portfolio includes properties leased to operators of convenience stores that sell petroleum-based fuels, operators of oil change and tune-up facilities and operators that use chemicals and other waste products. These facilities and some of our other properties use, or may have used in the past, underground lifts or storage tanks for the storage of petroleum-based or waste products, which could create a potential for the release of hazardous substances.”

Annual report 2025A · The company itself

“The U.K. government plans to migrate away from the Retail Price Index ("RPI"), to alternatives such as the Consumer Price Index including owner occupiers' housing costs, that may result in a lower measure of inflation and, in turn, have a negative impact on our lease revenue currently tied to RPI in the U.K.”

Annual report 2025A · The company itself