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: February 16, 2024
(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 |
| 6.000% Series A Cumulative Redeemable Preferred Stock, $0.01 Par Value | | OPR | | New York Stock Exchange |
| 1.125% Notes due 2027 | | O27A | | New York Stock Exchange |
| 1.875% Notes due 2027 | | O27B | | New York Stock Exchange |
| 1.625% Notes due 2030 | | O30 | | New York Stock Exchange |
| 4.875% Notes due 2030 | | O30A | | New York Stock Exchange |
| 5.750% Notes due 2031 | | O31A | | New York Stock Exchange |
| 1.750% Notes due 2033 | | O33A | | New York Stock Exchange |
| 5.125% Notes due 2034 | | O34 | | New York Stock Exchange |
| 6.000% Notes due 2039 | | O39 | | 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 8.01 Other Events
Filing of Shelf Registration Statement and Prospectus Supplements
On February 16, 2024, Realty Income Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a shelf registration statement on Form S-3 (File No. 333-277150) (the “Registration Statement”), which became immediately effective upon filing.
On February 16, 2024, the Company also filed with the SEC a prospectus supplement, dated February 16, 2024, to the prospectus included in the Registration Statement in connection with the Company’s existing Dividend Reinvestment and Stock Purchase Plan (the “DRIP prospectus supplement”).
On February 16, 2024, the Company also filed with the SEC a prospectus supplement, dated February 16, 2024, to the prospectus included in the Registration Statement in connection with the offer and sale from time to time of up to 1,738,767 shares of common stock, par value $0.01 per share, of the Company by selling stockholders which may receive such shares upon redemption of units of limited partnership interest in Realty Income, L.P (the “Unit Exchange prospectus supplement”).
In connection with the filing of the DRIP prospectus supplement, the Company is filing as Exhibit 5.1 hereto an opinion of its counsel, Venable LLP, regarding the validity of the securities being registered under the DRIP prospectus supplement. In connection with the filing of the Unit Exchange prospectus supplement, the Company is filing as Exhibit 5.2 hereto an opinion of its counsel, Venable LLP, regarding the validity of the securities being registered under the Unit Exchange prospectus supplement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: February 16, 2024 | REALTY INCOME CORPORATION |
| | | |
| | By: | |
| | | /s/ Bianca Martinez |
| | | Bianca Martinez |
| | | Senior Vice President, Associate General Counsel and Assistant Secretary |
