Noncontrolling Interests

12 Months Ended

Dec. 31, 2025

As of December 31, 2025, we have 12 entities with noncontrolling interests that we consolidate, including our U.S. Private Fund Business, Realty Income, L.P., and interests in consolidated property partnerships not wholly-owned by us.

During the year ended December 31, 2025, we launched an open-end, perpetual life private fund, which is consolidated by Realty Income. In September 2025, we held an initial closing raising $716.0 million of third-party investor commitments, of which $486.4 million was called during the three months ended December 31, 2025. As of the closing date, the Fund’s seed portfolio was comprised of 183 properties contributed by Realty Income. As of December 31, 2025, we owned approximately 69% of the outstanding limited partnership interests in the Fund.

The Fund issues limited partnership ("LP") units to investors, none of which hold voting rights. As the Fund's General Partner ("GP"), Realty Income manages all investment and operational decisions. The Fund aims to make quarterly, pro-rata distributions to partners, as determined by the GP, based on their percentage interests. LP units are not mandatorily redeemable, and investors do not have the right to require redemption. Any redemption of LP units may occur only at the sole discretion of the GP. After evaluating the terms of the partnership agreement, including the absence of mandatory redemption features, and the GP’s discretion over the redemptions, we determined that the LP units meet the requirements for classification as permanent equity.

With respect to Realty Income, L.P., as of December 31, 2025, outstanding common partnership units in our operating partnership represented a 9.95% ownership interest. We hold the remaining 90.05% interest and consolidate the entity. None of our common partnership units have voting rights. Common partnership units are entitled to monthly distributions equal to the amount paid to common stockholders of Realty Income, and are redeemable in cash or Realty Income common stock, at our option, and at a conversion ratio of 1.02934. These issuances with redemption provisions that permit the issuer to settle in either cash or common stock, at the option of the issuer, were evaluated to determine whether temporary or permanent equity classification on the balance sheet was appropriate. We determined that the units meet the requirements to qualify for presentation as permanent equity.

The following table represents the change in the carrying value of all noncontrolling interests through December 31, 2025 (in thousands):


	U.S. Private Fund Business		Realty Income, L.P. units (1)		Other Noncontrolling Interests		Total
Carrying value as of December 31, 2023	$	—	$	114,072	$	51,430	$	165,502
Contributions	—		—		2,022		2,022
Distributions	—		(6,810)		(3,588)		(10,398)
Allocation of net income	—		5,898		671		6,569
Issuance of common partnership units	—		54,643		(7,390)		47,253
Carrying value as of December 31, 2024	$	—	$	167,803	$	43,145	$	210,948
Contributions	486,400		—		2,055		488,455
Distributions	—		(8,897)		(3,144)		(12,041)
Allocation of net income	3,963		6,757		473		11,193
Reallocation of equity (2)	(13,282)		—		—		(13,282)
Carrying value as of December 31, 2025	$	477,081	$	165,663	$	42,529	$	685,273

(1) 2,681,808 units were outstanding as of both December 31, 2025 and 2024. 1,795,167 units were outstanding as of December 31, 2023.

(2) Represents the difference between cash received from third-party investors and the resulting change in noncontrolling interests from equity transactions in which we retained control of the Fund.

In July 2024, a joint venture partner converted their interests in two consolidated property partnerships into 156,621 common partnership units in Realty Income, LP and we recorded the excess over carrying value of $0.8 million as a reduction to common stock and paid in capital.

In September 2024, we completed the acquisition of 42 properties by paying cash and by issuing 730,020 common partnership units in Realty Income, LP.

As of December 31, 2025, we are considered the primary beneficiary of the U.S. Private Fund Business, Realty Income, L.P. and other VIEs. For further information, see note 1, Summary of Significant Accounting Policies.