XML 32 R21.htm IDEA: XBRL DOCUMENT v3.24.2.u1
Stockholders' Equity
 6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
A.Common Stock
We pay monthly distributions to our common stockholders. The following is a summary of monthly distributions paid per common share for the periods indicated below:
Six months ended
 June 30,
Month
20242023
January$0.2565$0.2485 
February0.25650.2485 
March0.25650.2545 
April0.25700.2550 
May0.25700.2550 
June0.2625 0.2550 
Total
$1.5460 $1.5165 
At June 30, 2024, a distribution of $0.2630 per common share was payable and was paid in July 2024.
B.    At-the-Market ("ATM") Program
Under our current ATM program, which we entered into in August 2023, we may offer and sell up to 120.0 million shares of common stock (1) by us to, or through, a consortium of banks acting as our sales agents or (2) by a consortium of banks acting as forward sellers on behalf of any forward purchasers contemplated thereunder, in each case by means of ordinary brokers' transactions on the NYSE under the ticker symbol "O" at prevailing market prices or at negotiated prices. Upon settlement, subject to certain exceptions, we may elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which cases we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser. As of June 30, 2024, we had 73.2 million shares remaining for future issuance under our ATM program. We anticipate maintaining the availability of our ATM program in the future, including the replenishment of authorized shares issuable thereunder.
The following table outlines common stock issuances pursuant to our ATM programs (dollars in millions, shares in thousands):
Three months ended
June 30,		Six months ended
 June 30,
2024202320242023
Shares of common stock issued under the ATM program (1)
—35,4759,60448,140
Gross proceeds$— $2,195.7 $547.0 $2,997.4 
Sales agents' commissions and other offering expenses(0.2)(15.2)(3.7)(20.7)
Net proceeds$(0.2)$2,180.5 $543.3 $2,976.7 
(1) During the three and six months ended June 30, 2024, 3.5 million and 8.1 million shares were sold, respectively, and 9.6 million shares were settled pursuant to forward sale confirmations. In addition, as of June 30, 2024, 4.7 million shares of common stock subject to forward sale confirmations have been executed, but not settled, at a weighted average initial gross price of $53.32 per share. We currently expect to fully settle forward sale agreements outstanding by September 30, 2024, representing $247.8 million in net proceeds, for which the weighted average forward price at June 30, 2024 was $52.87 per share.
C.    Dividend Reinvestment and Stock Purchase Plan ("DRSPP")
Our DRSPP provides our common stockholders with a convenient and economical method of purchasing our common stock and reinvesting their distributions. It also allows our current stockholders to buy additional shares of common stock by reinvesting all or a portion of their distributions. Our DRSPP authorizes up to 26.0 million common shares to be issued. At June 30, 2024, we had 10.8 million shares remaining for future issuance under our DRSPP program.
The following table outlines common stock issuances pursuant to our DRSPP program (dollars in millions, shares in thousands):
Three months ended
June 30,		Six months ended
 June 30,
2024202320242023
Shares of common stock issued under the DRSPP program5744115 86 
Gross proceeds$3.1 $2.7 $6.2 $5.4 
Redeemable Preferred Stock
As part of the Merger Agreement with Spirit, each outstanding share of Spirit’s 6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, converted into the right to receive one share of newly issued Realty Income 6.000% Series A Cumulative Redeemable Preferred Stock, having substantially the same terms as the Spirit Series A Preferred Stock, resulting in 6.9 million shares of Realty Income Series A Preferred Stock issued. We are authorized to issue up to 69.9 million shares of our preferred stock. As of June 30, 2024, we had 6.9 million shares of our preferred stock outstanding. The 6.000% Series A Cumulative Redeemable Preferred Stock trades on the NYSE under the ticker symbol "O PR".
The 6.000% Series A Cumulative Redeemable Preferred Stock is classified as mezzanine equity on our consolidated balance sheets as it is contingently redeemable for cash or the value of the property, rights or securities to be paid or distributed upon the occurrence of a change of control event, which is not solely within our control.
Our preferred stock pays cumulative cash dividends at the rate of 6.000% per annum on their liquidation preference of $25.00 per share (equivalent to $1.50 per share on an annual basis). We may, at our option, redeem the 6.000% Series A Cumulative Redeemable Preferred Stock, in whole or in part, at any time for cash at a redemption price of $25.00 per share, plus any accrued and unpaid dividends up to, but excluding, the redemption date. Dividends are payable quarterly in arrears on or about the last day of March, June, September and December of each year. During the six months ended June 30, 2024, we paid two quarterly dividends to holders of our preferred stock totaling $0.750 per share, or $5.2 million.