{"filing":{"accession_number":"0001104659-26-097260","cik":"0000726728","ticker":"O","company_name":"REALTY INCOME CORP","form":"8-K","filing_date":"2026-08-14","report_date":"2026-08-14","primary_document":"tm2622133d3_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/726728/000110465926097260/tm2622133d3_8k.htm"},"events":[{"id":27982,"run_id":25561,"accession_number":"0001104659-26-097260","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.97,"summary":"Realty Income issued $1.0 billion principal amount of 3.750% Convertible Senior Notes due 2031 on August 14, 2026, creating a direct financial obligation. The convertible notes are senior, unsecured securities with conversion rights for up to 16,157,600 shares of common stock, and net proceeds of approximately $981.9 million were allocated to general corporate purposes including debt repayment, property acquisition, and share repurchases.","company_name":"REALTY INCOME CORP","ticker":"O","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29729,"accession_number":"0001104659-26-097260","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.98,"reasoning":"Realty Income issued $1.0 billion principal amount of 3.750% Convertible Senior Notes due 2031 on August 14, 2026, creating a direct financial obligation. The filing discloses the indenture terms, interest rate, maturity date, conversion features, and redemption provisions. This is a material debt issuance that creates a new senior, unsecured obligation and would affect a reasonable investor's assessment of the company's capital structure and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:44:58.730016+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29730,"accession_number":"0001104659-26-097260","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Realty Income closed a $1.0 billion private offering of convertible senior notes to qualified institutional buyers under Rule 144A, with up to 16,157,600 shares of common stock potentially issuable upon conversion. This is a classic dilutive issuance—a large convertible debt offering that creates equity dilution risk. The company also used $188.7 million of proceeds to repurchase 3.0 million shares concurrently, but the primary event disclosed in Item 3.02 is the unregistered sale of the convertible notes and the equity conversion rights embedded within them.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:44:58.730016+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29731,"accession_number":"0001104659-26-097260","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Realty Income announced the closing of a $1.0 billion offering of 3.750% convertible senior notes due 2031 to qualified institutional buyers under Rule 144A. This represents the creation of a new direct financial obligation through debt issuance. The convertible feature does not change the primary classification—the core event is the issuance of $1 billion in debt securities, with net proceeds of approximately $981.9 million used for general corporate purposes including debt repayment, property acquisition, and share repurchases.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:44:58.730016+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29729,"accession_number":"0001104659-26-097260","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.98,"reasoning":"Realty Income issued $1.0 billion principal amount of 3.750% Convertible Senior Notes due 2031 on August 14, 2026, creating a direct financial obligation. The filing discloses the indenture terms, interest rate, maturity date, conversion features, and redemption provisions. This is a material debt issuance that creates a new senior, unsecured obligation and would affect a reasonable investor's assessment of the company's capital structure and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:44:58.730016+00:00","company_name":"REALTY INCOME CORP","ticker":"O","filing_date":"2026-08-14"},{"id":29730,"accession_number":"0001104659-26-097260","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Realty Income closed a $1.0 billion private offering of convertible senior notes to qualified institutional buyers under Rule 144A, with up to 16,157,600 shares of common stock potentially issuable upon conversion. This is a classic dilutive issuance—a large convertible debt offering that creates equity dilution risk. The company also used $188.7 million of proceeds to repurchase 3.0 million shares concurrently, but the primary event disclosed in Item 3.02 is the unregistered sale of the convertible notes and the equity conversion rights embedded within them.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:44:58.730016+00:00","company_name":"REALTY INCOME CORP","ticker":"O","filing_date":"2026-08-14"},{"id":29731,"accession_number":"0001104659-26-097260","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Realty Income announced the closing of a $1.0 billion offering of 3.750% convertible senior notes due 2031 to qualified institutional buyers under Rule 144A. This represents the creation of a new direct financial obligation through debt issuance. The convertible feature does not change the primary classification—the core event is the issuance of $1 billion in debt securities, with net proceeds of approximately $981.9 million used for general corporate purposes including debt repayment, property acquisition, and share repurchases.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:44:58.730016+00:00","company_name":"REALTY INCOME CORP","ticker":"O","filing_date":"2026-08-14"}]}