REALTY INCOME CORP (O) Business

Item 1:          Business

In this Annual Report on Form 10-K, unless the context otherwise requires, references to “Realty Income,” the “Company,” “we,” “our” or “us” refer to Realty Income Corporation and our subsidiaries.

THE COMPANY

Realty Income (NYSE: O), an S&P 500 company, is real estate partner to the world's leading companies®. Founded in 1969, we serve our clients as a full-service real estate capital provider. As of December 31, 2025, we have a portfolio of over 15,500 properties in all 50 states of the United States ("U.S."), the United Kingdom ("U.K."), and eight other countries in Europe. We are known as “The Monthly Dividend Company®” and have a mission to invest in people and places to deliver dependable monthly dividends that increase over time. Since our listing on the NYSE in 1994, we have had 133 dividend increases and are a member of the S&P 500 Dividend Aristocrats® index for having increased our dividend for over 31 consecutive years.

Our Primary Business Activities

Our primary business is the acquisition, ownership, and active management of freestanding commercial properties leased under long‑term net lease agreements to a diversified base of operators, including a blend of investment grade, investment grade equivalent, and other creditworthy clients. We focus on clients with strong business models, resilient cash flow characteristics, and locations that are strategically important to their operations and aligned with our long‑term investment objectives. These activities are supported by data‑driven analytics that inform client selection, site quality, and portfolio construction.

Under a net lease structure, clients are typically responsible for most or all property-level operating expenses, including real estate taxes, insurance, and maintenance, while we are entitled to receive contractually defined rental payments, many of which include embedded contractual rent escalations. This structure, together with our analytics‑supported underwriting, is designed to generate a stable and predictable revenue stream, provide built‑in growth over time, and reduce our exposure to variable operating costs, contributing to the durability and consistency of our cash flows across market cycles.

Our asset management approach includes ongoing monitoring of client performance, property‑level oversight, proactive leasing and disposition strategies, and maintaining strong client relationships. Together, these capabilities support long‑term occupancy, favorable leasing and releasing outcomes, and help preserve and enhance the value of our portfolio. We use internal analytics to prioritize actions that support occupancy, re‑leasing outcomes, and value creation.

As a net lease real estate investment trust ("REIT"), we finance our business through a combination of long‑term debt, equity, retained cash flow and capital recycling through dispositions. We manage our balance sheet with a focus on maintaining financial flexibility, access to multiple forms of capital, and a conservative leverage profile. These attributes, combined with our scale and cost‑of‑capital advantages, position us to pursue high‑quality investment opportunities and have enabled us to deliver consistent long‑term value to our stockholders.

The Company faces competition from other REITs, businesses and other entities in the acquisition, development and operation of freestanding commercial properties. Many such competitors own or operate properties similar to ours in some of the same areas where our properties are located. See "In order to grow we need to continue to acquire investment properties. The acquisition of investment properties may be subject to competitive pressures." in Item 1A. Risk Factors.

Strategic Growth Initiatives

We pursue growth initiatives that enhance the scale, diversification, and durability of our portfolio while remaining consistent with our investment philosophy and risk management framework. These initiatives include geographic expansion; increased investment in property types with strong growth prospects; real estate investments across the capital structure; expansion of our private capital business through joint ventures, private funds, and other arrangements; and strategic asset management initiatives, which may be pursued individually or concurrently.

Our entry into new growth verticals is subject to a rigorous and deliberate evaluation process. We pursue opportunities where we believe we can leverage our existing platform, operating capabilities, strategy, and investment expertise to generate attractive risk‑adjusted returns over the long term.

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Real Estate Investment Strategy - Retail Investment Focus

Retail properties represent a significant portion of our portfolio. Within this category, we primarily target properties that support service-oriented, non-discretionary, and/or low-price-point business models. These uses often provide essential or recurring services and, in our experience, tend to exhibit more resilient demand characteristics across economic cycles. We use predictive analytics to help identify retail formats and locations with durable demand profiles and attractive unit-level economics.

We also prioritize retail clients that have demonstrated resilience to e‑commerce, including through necessity‑based offerings, experiential components, or strong omnichannel strategies that effectively integrate physical locations with digital platforms. We believe these attributes support durable cash flows and long‑term occupancy.

Consistent with this approach, we seek to acquire, invest in, and develop high‑quality real estate that our clients consider important to the successful operation of their businesses. Our strategy emphasizes owning or holding interests in commercial real estate that supports durable, long‑term cash flow and aligns with our net lease model, while allowing for selective expansion where we believe we can enhance returns and diversification. After evaluating strategic considerations, we pursue investments where we believe we can achieve an attractive investment spread relative to our cost of capital and favorable risk‑adjusted returns.

Geographic Expansion

Geographic expansion is an important component of our investment strategy where we believe we can apply our established net lease expertise within markets that provide diversification benefits and attractive long‑term fundamentals. Since our initial entry into the U.K. in 2019, we have successfully grown and scaled our U.K. and European platforms, and as of December 31, 2025, our U.K. and European assets represented approximately 19% of our annualized base rent (as defined in "Property Portfolio Information" below), compared to approximately 14% as of December 31, 2024. This growth reflects our sustained investment activity in the region, with U.K. and Europe representing approximately 60% of our total acquisition volume in 2025.

We believe that our large U.K. and European net lease real estate presence provides us with a meaningful competitive advantage. We have established a fully integrated European platform that we believe would require significant time, scale, capital, and expertise for new entrants to replicate. International expansion has also enhanced our flexibility and optionality, allowing us to dynamically allocate capital across geographies in response to evolving real estate fundamentals and capital market conditions. During 2025, we expanded our portfolio into Poland and the Netherlands, further growing and diversifying our European footprint. Subsequent to year‑end, in January 2026, we made initial investments in Mexico through a joint‑venture with leading global institutional partners. We regularly evaluate additional geographies globally where we believe we can partner with high‑quality clients and operate within legal, regulatory, and real estate market environments that support our long‑term risk‑adjusted return objectives.

Property Type Diversification

In addition to geographic diversification, our investment strategy includes selective expansion across real estate property types where we believe favorable secular tailwinds support durable cash flows and attractive returns. In recent years, this has included greater investment activity in property types such as data centers, gaming, and industrial real estate. We believe demand trends within these sectors support strong internal rates of return while also providing diversification benefits within our overall portfolio.

Real Estate Credit Investments

We also complement our core equity real estate ownership activities with other initiatives, including real estate credit investments and active asset management.

In recent years, we have expanded our investment activities beyond traditional equity ownership to include credit investments across the real estate capital structure. As of December 31, 2025, we held loans and preferred equity interests totaling $3.1 billion, an increase from $1.5 billion as of December 31, 2024. These investments provide attractive risk‑adjusted return profiles and can serve as a natural hedge to the possible impact of rising interest rates on our cost of capital. We also believe that participating in other investment structures and tangential real estate revenue-generating activities deepens our client relationships and supports broader strategic initiatives.

Investment Strategy

We generally seek to invest in properties that exhibit some or all of the following characteristics:

•Located in markets or sites that are important to our clients’ operations;

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•Strong demographic attributes or that we believe are profitable for our clients;

•Real estate valuations that approximate replacement costs;

•Rental or lease payments that approximate market rents for comparable properties;

•Can be acquired with the simultaneous execution or assumption of long‑term net lease agreements, providing current income and the potential for future rent growth;

•Leverage long‑standing relationships with clients, sellers, investors, or developers as part of a long‑term strategy; and

•Benefit from our proprietary insights, including locations and geographic markets we expect to remain stable or strengthen over time.

Our internal team sources opportunities through relationships with clients, owners, developers, brokers, and advisors, supported by research, predictive analytics, and analysis of market conditions, industries, client profiles, and location‑level performance trends.

Underwriting Strategy

Our underwriting process incorporates various data-driven tools to evaluate industry trends, client performance, location-level economics, and downside scenarios, which inform both investment selection and structuring decisions. To be considered for acquisition, investments must meet our established underwriting requirements. We evaluate opportunities using one or more of the following criteria:

•Industry, client (including credit), and market conditions;

•Expected financial returns under various scenarios (including default);

•The value of the underlying real estate—based on replacement cost, market rental rates, and alternative-uses—or other collateral supporting the client’s contractual obligations; and

•Store‑level profitability for retail locations, when available, or the importance of the real estate location to the operations of the client’s business.

For real estate investments, we typically own the land and building in which a client conducts business or that is critical to its revenue generation. In our experience, properties that are mission‑critical to a client’s operations are more likely to be retained at lease expiration and, in many cases, renewed on favorable terms, reflecting the strategic importance of the location to the client’s business. Clients are generally highly incentivized to maintain control of profitable or operationally essential locations. As a result, we believe such leases are also less likely to be rejected during a reorganization process, as rejection would terminate the client’s right to use assets that are central to ongoing operations and revenue generation.

If a property were to be rejected during reorganization, we retain ownership of the asset and can re-lease or sell the property, thereby preserving value. We further mitigate risk by monitoring property‑level performance and consider disposition of assets that do not meet our criteria.

Our underwriting process includes comprehensive reviews of the industries and business segments in which our clients operate. Prior to any transaction, our credit research team reviews the client’s credit quality using publicly available filings, industry reports, credit ratings (if any), financial statements, and market data including debt pricing, equity performance, and capitalization trends. This analysis is informed by active and ongoing dialogue with the management teams of our clients, which provides insight into operating performance, capital allocation priorities, and strategic initiatives. We monitor client credit quality on an ongoing basis and provide management with regular, synthesized assessments of credit trends, emerging risks, and portfolio‑level exposures.

As of December 31, 2025, 32.2% of our total portfolio annualized base rent comes from properties leased to our investment grade clients, their subsidiaries or affiliated companies. Our top 20 clients (based on percentage of total portfolio annualized base rent) represented 35.8% of our annualized base rent and 11 of these clients have investment‑grade credit ratings or are subsidiaries or affiliates of investment‑grade companies.

Asset Management Strategy

In addition to pursuing new investment opportunities, we seek to enhance growth and support long‑term dividend performance through the active management of our existing portfolio. Our asset management approach focuses on anticipating client needs, maintaining high occupancy, and optimizing asset‑level performance. We leverage longstanding client relationships, predictive analytics, and other data to inform lease negotiations, renewal strategies, and other value‑enhancing initiatives.

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We closely monitor client credit, operating performance, and property‑level conditions to identify emerging risks and opportunities across the portfolio. In situations involving client financial distress or bankruptcy, our asset management team works proactively to preserve and, where possible, enhance cash flow and asset value. Through a combination of early engagement, lease restructuring, negotiated resolutions, and rapid re‑leasing efforts, we have historically achieved favorable rent recapture outcomes on properties impacted by client bankruptcies. We believe our scale, data‑driven insights, and long‑standing market relationships enable us to efficiently resolve these situations and limit disruption to portfolio performance.

For vacant properties, our property management team assumes day‑to‑day operational responsibility to preserve asset quality and control expenses while positioning the property for re‑lease or disposition.

Our asset management efforts are focused on achieving the following objectives:

•Securing rent increases during existing lease terms and at lease expiration, when market conditions permit;

•Optimizing exposure to individual clients, industries, and markets through selective re‑leasing and strategic asset sales;

•Maximizing asset‑level returns on properties that are renewed, re‑leased, or sold;

•Creating additional value within the existing portfolio by pursuing secondary property uses to generate ancillary revenue;

•Implementing economically optimal end‑of‑lease solutions that align with our risk‑adjusted return objectives and support long‑term client relationships; and

•Maintaining asset quality and cost efficiency through active property management across the portfolio, including both occupied and vacant assets.

As part of our ongoing analytics‑driven credit and portfolio monitoring process, we evaluate factors that may affect client performance, industry trends, and the long‑term viability of individual real estate locations. These insights inform our asset‑level decision‑making and support our broader objective of optimizing portfolio returns and enhancing overall credit quality.

In certain cases, early terminations also present an opportunity to capitalize on favorable market conditions when we have immediate or pre‑negotiated re‑leasing solutions in place. When paired with attractive replacement leases, the combination of termination proceeds and accelerated re‑leasing can generate materially higher unlevered returns and incremental value that was not contemplated at the time of the original investment. When appropriate, these negotiated terminations can be both an effective risk‑mitigation tool and a disciplined source of internal growth. During 2025, we recognized approximately $48.9 million in income from lease terminations.

Our disposition strategy is an extension of this active investment management approach and is supported by a variety of data‑driven tools. We seek to enhance portfolio quality and maximize long‑term returns by selectively selling assets when we believe that reinvesting the proceeds is likely to:

•Generate higher risk‑adjusted returns;

•Improve the overall credit quality of our real estate portfolio;

•Extend our weighted average remaining lease term; and/or

•Strategically reduce concentration by client, industry, or geography.

The active management of our portfolio is a core component of our long‑term strategy to maintain high occupancy, enhance diversification, and support consistent, durable cash flow growth.

Predictive Analytics & AI‑Enabled Decisioning

We view operational scale, proprietary data, and proprietary technology as core competitive advantages that strengthen our ability to source, underwrite, and manage a large and diversified net lease portfolio. Since 2019, we have meaningfully expanded our investment in people, systems, and automation to enhance our decision-making, efficiency, and risk management across the full investment lifecycle. Our “One Team” leverages these proprietary capabilities daily, including predictive analytics, a tailored and supplemental enterprise resource planning (“ERP”) platform with source-to-book workflow automation, and robotic process automation (“RPA”) initiatives that support scalability and operating leverage.

A key component of our platform is predictive analytics, which is embedded in our business system and applied to underwriting acquisitions through ongoing portfolio optimization and disposition decisions. Predictive analytics helps us identify opportunities, evaluate investments, monitor asset performance, and proactively manage portfolio risks over time.

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Our predictive analytics platform uses machine learning models trained on proprietary financial and leasing data across more than 15,500 properties, combined with millions of external data points stored in our data warehouse. These tools are built and supported by dedicated data science, machine learning engineering, and business analysis teams, enabling us to convert large volumes of data into actionable insights. This technology foundation has supported our evaluation of more than $50 billion in transaction volume to date and reinforces our discipline in underwriting and capital allocation.

Capital Philosophy

A primary objective of Realty Income is to deliver dependable monthly dividends to stockholders that increase over time. To achieve this goal, we make disciplined capital allocation decisions across our investment activities, leasing and re‑leasing efforts, property development, and other capital expenditures—guided by our focus on balance sheet strength, cost‑of‑capital efficiency, and long‑term risk management.

We fund our capital requirements through internally generated cash flow, dispositions, bank debt financing, public and private debt and equity markets, and our private capital business including through joint ventures and other co-investment ventures. While the issuance of common stock has historically been an important component of our capital structure, we continue to broaden and diversify our sources of capital to reduce reliance on the public capital markets. This approach enhances capital availability across market cycles, improves cost‑of‑capital certainty, and increases financial flexibility.

Consistent with this strategy, we look for opportunities to leverage alternative capital sources, including our private capital platform, which enables us to invest alongside third‑party capital while expanding our investable universe, earning recurring asset management fees and retaining economic alignment through shared ownership of high-quality investments. We also utilize joint venture partnerships and structured investments to efficiently access capital, broaden our investor base, and pursue larger or more complex transactions without disproportionately increasing balance sheet leverage.

Our international business further enhances this capital flexibility by providing incremental optionality across geographies, currencies, and capital markets. In many cases, international markets offer more favorable transaction structures, longer lease terms, and more attractive risk‑adjusted returns, which can translate into improved investment economics relative to domestic alternatives. This global presence allows us to allocate capital dynamically, pursue opportunities where terms are most compelling, and maintain discipline across varying market conditions.

Finally, we seek to optimize our liability structure through the evaluation and selective use of long‑term and hybrid debt instruments when they provide an efficient means to reduce our cost of capital, extend maturities, or preserve equity value. These instruments can offer additional balance sheet flexibility and support growth while mitigating risk, without relying solely on common equity issuance.

Human Capital

Our most valuable asset is our people. We believe that prioritizing the growth and development of our employees and the well-being of our communities is important to long-term value creation, business continuity and corporate success. Our commitment to our employees includes investing in our employees’ training and development, recruiting local talent, providing compensation and benefit packages that we believe are competitive with that of our peers and competitors and are fair among employees with similar job functions and work conditions. Our aim is to foster an environment that allows for regular, open communication, in which capable team members have fulfilling careers and are encouraged to make a positive impact on our Company, its operations, business partners, and the communities in which we operate.

We operate as "One Team" and are committed to providing our employees an engaging work environment centered on our values of:

•Do the Right Thing,

•Take Ownership,

•Empower Each Other,

•Celebrate Differences, and

•Give More than We Take.

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Recruitment, Development and Retention

Our recruitment, development, and retention strategies are core to our people-centered corporate culture. As of December 31, 2025, our workforce comprises 544 professionals. The majority of our talented team members are recruited and hired from the communities in which we operate, embodying our commitment to local engagement. To broaden our talent acquisition efforts, we have implemented various initiatives, including college and high school internship programs. Our comprehensive approach encompasses a wide range of strategies, such as engaging with affinity associations, and fostering employee referrals. These measures ensure that we continually attract and embrace a diverse pool of qualified candidates. Furthermore, we recognize that internal mobility within our organization unlocks yet another great source of talent. By encouraging our current employees to expand their skills and take on new challenges, we tap into a rich reservoir of potential that enhances our workforce's capabilities and reinforces our corporate culture.

In furtherance of our commitment to the professional growth of our employees, we offer leadership development programs and train on critical topics such as ethics, insider trading, anti-discrimination and harassment, anti-bribery, consumer privacy, cybersecurity, workplace violence prevention, safety, and other Company policies. We provide professional development opportunities for "One Team" members and provide assistance and support to employees who are pursuing job-related licenses, certifications, and continuing education.

Employee retention is vital for maintaining a positive culture and productive workforce. We believe we offer competitive compensation and benefits packages, which play a significant role in our retention. Benefits include medical, dental, and vision coverage for employees and their families, 401(k) or equivalent plans with Company matching opportunity; paid time-off or equivalent vacation; disability and life insurance; and, in years that the Company's performance meets certain goals, the ability to earn equity in the Company subject to applicable vesting periods.

Employee Health, Safety and Wellbeing

We prioritize the health, safety, and wellbeing of our team members. Our wellbeing program is thoughtfully designed to empower employees by fostering personal and professional growth through engaging activities and educational initiatives centered around five key pillars: purpose, social connection, financial health, community engagement, and physical wellness. Our program provides a holistic approach to enhancing overall wellbeing and promotes work-life balance by offering flexible schedules and providing discounted fitness programs, paid family leave, parental leave, onsite lactation rooms, an infant-at-work program, employee health fairs, and an employee assistance program, among other programs and services.

Additional information regarding our human capital programs and initiatives is available in our annual Proxy Statement and Sustainability Report, both of which can be found on our website. Information on our website, including our Sustainability Report, is not incorporated by reference into this annual report.

Government Regulation

General

Compliance with various governmental regulations in the countries in which we operate has an impact on our business, including our capital expenditures, earnings and competitive position, which can be material. We incur costs to monitor and take actions to comply with applicable federal, international, state and local governmental regulations that are applicable to our business, which include, among others, securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, zoning, usage and other regulations relating to real property (including related to building performance standards such as, for example, energy, water, and waste efficiency), anti-money laundering and anti-bribery and corruption laws and regulations, data privacy laws and regulations, sanctions restrictions, gaming laws and regulations, and the Americans with Disabilities Act of 1990 ("ADA"). We believe that our properties generally have the necessary permits and approvals needed and are in compliance with applicable laws and regulations in the countries in which we operate.

Environmental Matters

Investments in real property can create potential for environmental liability. Federal, state and local environmental laws and regulations regulate releases of hazardous or toxic substances into the environment. While our clients are generally primarily responsible for compliance with environmental laws and regulations, we as the property owner have faced and can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. We can face such liability regardless of our knowledge of the contamination; the timing of the contamination; the cause of the contamination; or the party responsible for the contamination of the property.

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Available Information

We maintain a corporate website at www.realtyincome.com. On our website we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, and other reports required to be filed with the Securities and Exchange Commission (the "SEC"), as soon as reasonably practicable after we electronically file these reports with, or furnish them to, the SEC. None of the information on our website is deemed to be part of this report.

PROPERTY PORTFOLIO INFORMATION

As of December 31, 2025, most of the properties in our portfolio were leased under net lease agreements. A net lease typically requires the client to be responsible for monthly rent and certain property operating expenses including property taxes, insurance, and maintenance. In addition, clients of our properties typically pay rent increases based on: (1) fixed increases, (2) increases tied to inflation (typically subject to ceilings), or (3) additional rent calculated as a percentage of the clients' gross sales above a specified level.

We define total portfolio annualized base rent as the monthly cash base rent for all leases in place as of the end of the period, multiplied by 12, excluding percentage rent. This methodology produces an annualized amount as of a point in time but does not take into consideration future (i) scheduled rent increase, (ii) leasing activity, or (iii) lease expirations, and it excludes properties that were no longer owned and includes the annualized rent from properties acquired during the quarter. Total portfolio annualized base rent has not been reduced to reflect reserves recorded as adjustments to rental revenue under generally accepted accounting principles in the United States, ("U.S. GAAP") in the periods presented.

Top 20 Industry Concentrations

We are engaged in a single business activity, which is the leasing of property to clients, generally on a net lease basis. That business activity spans various geographic boundaries and includes property types and clients engaged in various industries. Even though we have a single segment, we believe our investors continue to view diversification as a key component of our investment philosophy and so we believe it remains important to present certain information regarding our property portfolio classified according to the business of the respective clients, expressed as a percentage of our total portfolio annualized base rent:

Property Type Composition

The following table sets forth certain property type information regarding our property portfolio as of December 31, 2025 (dollars and square footage in thousands):

(1)Represents leasable building square footage and includes our portfolio of unconsolidated joint ventures based on ownership percentage. Excludes 2,962 acres of leased land categorized as agriculture as of December 31, 2025.

(2)"Other" primarily includes 27 properties classified as agriculture with $35.8 million in annualized base rent, 14 properties classified as office with $33.4 million in annualized base rent, 21 properties classified as country clubs with $27.9 million in annualized base rent, and three properties classified as data centers with $24.6 million in annualized base rent, as well as one land parcel under development.

Client Diversification

The following table sets forth the 20 largest clients in our property portfolio, expressed as a percentage of total portfolio annualized base rent, which does not give effect to deferred rent or interest earned on loans and preferred equity investments, as of December 31, 2025:

(1)Amounts for each client are calculated independently; therefore, the individual percentages may not sum to the total.

(2)Represents our proportionate share of the annualized base rent of the unconsolidated joint venture.

Lease Expirations

The following table sets forth certain information regarding the timing of the lease term expirations in our portfolio (excluding rights to extend a lease at the option of the client) and their contribution to total portfolio annualized base rent as of December 31, 2025 (dollars in thousands):

(1)Leases on our multi-tenant properties are counted separately in the table above.

Geographic Diversification

The following table sets forth certain geographic information regarding our property portfolio as of December 31, 2025 (square footage in thousands):

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the documents incorporated by reference, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this annual report, the words “estimate,” “anticipate,” "assume," “expect,” “believe,” “intend,” “continue,” “should,” “may,” “likely,” “plan,” "seek," and similar expressions are intended to identify forward-looking statements. Forward-looking statements include discussions of our business, joint ventures, partnerships, and portfolio including management thereof; our platform; growth strategies, investment pipeline and intentions to acquire or dispose of properties (including geographies, timing, partners, clients and terms); re-leases, re-development and speculative development of properties and expenditures related thereto; operations and results; the announcement of operating results, strategy, plans, and the intentions of management; our share repurchase program; settlement of shares of common stock sold pursuant to forward sale confirmations under our At-the-Market (“ATM”) program; dividends, including the amount, timing and payments of dividends; and macroeconomic and other business trends, including interest rates and trends in the market for long-term leases of freestanding, single-tenant properties. Forward-looking statements are subject to risks, uncertainties, and assumptions about us, which may cause our actual future results to differ materially from expected results. Some of the factors that could cause actual results to differ materially are, among others, our continued qualification as a real estate investment trust; general domestic and foreign business, economic, or financial conditions; competition; fluctuating interest and currency rates; inflation and its impact on our clients and us; access to debt and equity capital markets and other sources of funding (including the terms and partners of such funding); volatility and uncertainty in the credit and financial markets; other risks inherent in real estate, credit investments, and joint ventures or co-investment ventures, including our clients' solvency, client defaults under leases, increased client bankruptcies, potential liability relating to environmental matters, illiquidity of real estate investments (including rights of first refusal or rights of first offer), and potential damages from natural disasters; impairments in the value of our real estate assets; volatility and changes in domestic and foreign laws and the application, enforcement or interpretation thereof (including with respect to tax laws and rates); property ownership through co-investment ventures, funds, joint ventures, partnerships and other arrangements which, among other things, may transfer or limit our control of the underlying investments; epidemics or pandemics; the loss of key personnel; the outcome of any legal proceedings to which we are a party or which may occur in the future; acts of terrorism and war; and the anticipated benefits from mergers, acquisitions, co-investment ventures, funds, joint ventures, partnerships and other arrangements.

Additional factors that may cause risks and uncertainties include those discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K, for the year ended December 31, 2025.

Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are not guarantees of future plans and performance and speak only as of the date this annual report was filed with the SEC. Past operating results and performance are provided for informational purposes and are not a guarantee of future results. There can be no assurance that historical trends will continue. Actual plans and results may differ materially from what is expressed or forecasted in this annual report and forecasts made in the forward-looking statements discussed in this annual report might not materialize. We do not undertake any obligation to update forward-looking statements or publicly release the results of any forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.