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: August 28, 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 | O PR | 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 |
On August 28, 2024, Realty Income Corporation issued a press release announcing that it intends to redeem all 6,900,000 outstanding shares of its 6.000% Series A Cumulative Redeemable Preferred Stock (NYSE O PR; CUSIP No. 756109880) (the “Series A Preferred Stock”) on September 30, 2024 (the “Redemption Date”). The shares of Series A Preferred Stock will be redeemed at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon, whether or not authorized or declared, up to but excluding the Redemption Date, in an amount equal to approximately $0.375 per share, for a total payment of approximately $25.375 per share. September 30, 2024 will be the final dividend payment date, with a dividend record date of the close of business on September 12, 2024 (the “Dividend Record Date”). Only holders of record of Series A Preferred Stock on the Dividend Record Date will be entitled to the dividend payable on the Redemption Date.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release dated August 28, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 28, 2024 | REALTY INCOME CORPORATION | |
| By: | /s/ Bianca Martinez | |
| Bianca Martinez | ||
| Senior Vice President, Associate General Counsel and Assistant Secretary | ||
