REALTY INCOME CORP 8-K

What Happened
Realty Income Corporation filed a Form 8-K (Item 7.01, Regulation FD Disclosure) on December 29, 2025 announcing it closed an additional $816.3 million of commitments from third‑party investors for its perpetual-life U.S. Open‑End Core Plus Fund. Combined with prior closings reported September 29, 2025, the aggregate commitments total approximately $1.5 billion. The company said it expects to close its cornerstone equity capital raise round on or before March 31, 2026 and is capping commitments in that round at $1.7 billion.

Key Details

• $816.3 million in new third‑party investor commitments closed on December 29, 2025, bringing aggregate commitments to ~ $1.5 billion.
• Cornerstone equity capital raise round is capped at $1.7 billion and expected to close on or before March 31, 2026.
• Assuming $1.7 billion raised and full capital calls, and after Realty Income redeems its seed-portfolio units (~$950 million), the company anticipates indirectly owning ~24% of the Fund’s outstanding limited partnership interests.
• Investors include institutional buyers (public/corporate pensions, asset managers, sovereign funds, investment advisors); CBRE Investment Banking served as financial advisor.

Why It Matters
This filing shows strong third‑party demand for Realty Income’s private capital vehicle and outlines the scale of the current capital‑raise effort. For investors, the key takeaways are the size and timeline of the capital raise (capped at $1.7B, close by March 31, 2026) and Realty Income’s anticipated ~24% indirect ownership after adjustments — factors that affect the company’s private‑capital footprint and future capital deployment. The filing also includes standard forward‑looking disclaimers and a non‑solicitation statement; it is informational and not an offering.