Realty Income Corp 2025年度报告

FORM10-K ☒Annual report pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934For the fiscal year ended December 31, 2025 or ☐Transition report pursuant to section 13 or 15(d)of the Securities Exchange Act of 1934Commission File Number 1-13374 REALTY INCOME CORPORATION(Exact name of registrant as specified in its charter) 33-0580106 (State or Other Jurisdiction of Incorporation or Organization)(IRS Employer Identification Number) 11995 El Camino Real, San Diego, California 92130(Address of Principal Executive Offices) Registrant’s telephone number, including area code:(858) 284-5000 Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Table of Contents Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for suchshorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," “acceleratedfiler,” "smaller reporting company," and "emerging growth company" in Rule12b-2 of the Exchange Act. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting companyEmerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of theExchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant's executive officers during the relevant recovery periodpursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ At June30, 2025, the aggregate market value of the Registrant’s common stock held by non-affiliates of the Registrantwas $52.6billion based upon the last reported sale price of $57.61 per share on the New York Stock Exchange (“NYSE”)on June30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter. Thedetermination of affiliate status for purposes of this calculation is not necessarily a conclusive determination for otherpurposes. As of February20, 2026, there were 932,440,218 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE PartIII,Items 10, 11, 12, 13, and 14 incorporate by reference certain specific portions of the definitive Proxy Statement forRealty Income Corporation’s Annual Meeting expected to be held on May21, 2026, to be filed pursuant to Regulation 14A.Only those portions of the proxy statement which are specifically incorporated by reference herein shall constitute a part ofthis Annual Report on Form 10-K for the year ended December 31, 2025 (this "annual report"). REALTY INCOME CORPORATIONIndex to Form 10-KDecember 31, 2025 PARTIPageItem 1:Business2Item 1A:Risk Factors9Item 1B:Unresolved Staff Comments25Item 1C:Cybersecurity25Item 2:Properties25Item 3:Legal Proceedings26Item 4:Mine Safety Disclosures26PARTIIItem 5:Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities27Item 6:[Reserved]28Item 7:Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 7A:Quantitative and Qualitative Disclosures About Market Risk49Item 8:Financial Statements and Supplementary Data51Item 9:Changes in and Disagreements with Accountants on Accounti