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v3.26.1

Borrowings | 3 Months Ended
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Mar. 31, 2026
Debt Disclosure [Abstract] |
Borrowings | Borrowings Our borrowings consisted of the following (in thousands):
Type of Borrowing |  | Date of Issuance |  | Maturity |  | As of March 31, 2026 |  | As of December 31, 2025
Senior Unsecured Notes: |  |  |  |  |  |  |  |
$1,000,000, 1.75% (issued at 98.284% of par) |  | 9/2020 |  | 9/2027 |  | $ | 1,000,000 |  |  | $ | 1,000,000 |
$500,000, 5.15% (issued at 98.758% of par) |  | 6/2024 |  | 9/2029 |  | 500,000 |  |  | 500,000 |
$1,000,000, 2.20% (issued at 97.760% of par) |  | 9/2020 |  | 9/2030 |  | 1,000,000 |  |  | 1,000,000 |
$600,000, 4.45% (issued at 98.909% of par) |  | 9/2025 |  | 3/2031 |  | 600,000 |  |  | 600,000 |
$600,000, 2.15% (issued at 98.263% of par) |  | 7/2021 |  | 9/2031 |  | 600,000 |  |  | 600,000 |
$500,000, 5.40% (issued at 97.872% of par) |  | 6/2024 |  | 9/2034 |  | 500,000 |  |  | 500,000 |
$900,000, 5.20% (issued at 97.989% of par) |  | 9/2025 |  | 9/2035 |  | 900,000 |  |  | 900,000 |
$1,000,000, 3.30% (issued at 95.556% of par) |  | 9/2020 |  | 9/2040 |  | 1,000,000 |  |  | 1,000,000 |
$1,000,000, 3.55% (issued at 95.306% of par) |  | 9/2020 |  | 9/2050 |  | 1,000,000 |  |  | 1,000,000 |
$700,000, 3.35% (issued at 97.565% of par) |  | 7/2021 |  | 9/2051 |  | 700,000 |  |  | 700,000 |
$500,000, 5.90% (issued at 97.617% of par) |  | 6/2024 |  | 9/2054 |  | 500,000 |  |  | 500,000 |
$500,000, 5.95% (issued at 95.824% of par) |  | 9/2025 |  | 9/2055 |  | 500,000 |  |  | 500,000 |
Term Loan |  | See below |  | 7/2026 |  | 380,000 |  |  | 380,000 |
Unamortized debt discount and issuance costs |  |  |  |  |  | (223,557) |  |  | (229,083) |
Total debt carrying value |  |  |  |  |  | 8,956,443 |  |  | 8,950,917 |
Less: Current portion of long-term debt |  |  |  |  |  | (380,000) |  |  | (380,000)
Total long-term debt |  |  |  |  |  | $ | 8,576,443 |  |  | $ | 8,570,917 |
Senior Unsecured Notes In September 2025, we issued $2.0 billion of senior unsecured notes (the “2025 Notes”). The 2025 Notes were issued at a total discount of $45.5 million and we capitalized approximately $16.2 million in debt issuance costs, primarily comprised of underwriting fees. The 2025 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 5.16% and 5.61%, respectively. We issued $1.5 billion, $1.3 billion and $6.0 billion of senior unsecured notes in 2024 (the “2024 Notes”), 2021 (the “2021 Notes”) and 2020 (the “2020 Notes” and, collectively with the “2021 Notes”, “2024 Notes” and “2025 Notes”, the “Notes”), respectively. The 2024 Notes, 2021 Notes and 2020 Notes were issued at a total discount of $205.2 million and we capitalized approximately $65.3 million in debt issuance costs primarily comprised of underwriting fees. The 2024 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 5.48% and 5.92%, respectively. The 2021 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 2.80% and 3.06%, respectively. The 2020 Notes were issued with a weighted average coupon rate and a weighted average effective interest rate of 2.13% and 2.50%, respectively. Through March 31, 2026, we have repaid $2.0 billion of the 2020 Notes upon maturity. Interest on each series of the Notes accrues at the respective rate per annum and is payable semi-annually in arrears in March and September of each year. The Notes may be redeemed at our option at a redemption price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to the date of redemption) discounted to the redemption date on a semiannual basis at the treasury rate, plus a make-whole premium as defined in the indenture. In each case, accrued and unpaid interest is also required to be redeemed to the date of redemption. Upon the occurrence of a change of control triggering event and downgrade in the rating of our Notes by two of three credit agencies, the holders may require us to repurchase all or part of their Notes at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the date of repurchase. Our obligations under the Notes are fully and unconditionally guaranteed by RP Holdings and RP Manager, our non-wholly owned subsidiaries. We are required to comply with certain covenants under our Notes and as of March 31, 2026, we were in compliance with all applicable covenants. As of March 31, 2026 and December 31, 2025, the fair value of our outstanding Notes using Level 2 inputs was approximately $7.7 billion and $7.9 billion, respectively. Term Loan In connection with the Internalization, RP Holdings and RP Manager were each joined as a borrower under RPM’s then existing $380 million term loan (the “Term Loan”) with Bank of America, N.A (as amended, the “Loan Agreement”). Pablo Legorreta, Legorreta Investments, LLC and Legorreta Investments II LLC are guarantors under the Term Loan. Upon the closing of the Internalization, RPM was released as a borrower under the Term Loan. In the third quarter of 2025, the Loan Agreement was amended to accelerate the maturity of the Term Loan to July 31, 2026 and decrease the applicable interest rate. Following the amendment, the Term Loan is subject to an interest rate, at our option, of either (i) the Daily SOFR plus 1.25% or (ii) Term SOFR plus 1.25%, each as defined in the Loan Agreement. Interest is payable in arrears quarterly. We made the first interest payment in the third quarter of 2025. As of March 31, 2026 and December 31, 2025, the carrying value of the Term Loan approximates fair value, respectively, as the interest rate is variable and reflects current market rates. The Term Loan is subject to certain customary covenants, that among other things, require us to maintain (i) a Consolidated Leverage Ratio, (ii) a Consolidated Coverage Ratio, and (iii) a Consolidated Portfolio Cash Flow Ratio, each as described further below under the description of the Credit Agreement that governs the Revolving Credit Facility. Senior Unsecured Revolving Credit Facility Our subsidiary, RP Holdings, as borrower, initially entered into the Amended and Restated Revolving Credit Agreement (the “Credit Agreement”) on September 15, 2021, which provides for an unsecured revolving credit facility (the “Revolving Credit Facility”). Amendment No. 3 to the Credit Agreement, which was entered into on December 22, 2023, increased the borrowing capacity to $1.8 billion for general corporate purposes with $1.69 billion of the revolving commitments maturing on December 22, 2028 and the remaining $110.0 million of revolving commitments maturing on October 31, 2027. On January 24, 2024 and April 8, 2025, we entered into Amendments No. 4 and 5, respectively, to the Credit Agreement to make certain technical modifications. As of March 31, 2026 and December 31, 2025, there were no outstanding borrowings under the Revolving Credit Facility. The Revolving Credit Facility is subject to an interest rate, at our option, of either (a) a base rate determined by reference to the highest of (1) the administrative agent’s prime rate, (2) the federal funds rate plus 0.5% and (3) Term SOFR plus 1% or (b) Daily SOFR, Term SOFR, the Alternative Currency Term Rate or the Alternative Currency Daily Rate (each as defined in the Credit Agreement), plus in each case, the applicable margin. The applicable margin for the Revolving Credit Facility varies based on our public debt rating. Accordingly, the interest rates for the Revolving Credit Facility fluctuate during the term of the facility based on changes in the applicable interest rate and future changes in our public debt rating. The Credit Agreement that governs the Revolving Credit Facility and the amended loan agreement that governs the Term Loan contain certain customary covenants, that among other things, require us to maintain (i) a Consolidated Leverage Ratio at or below 4.00 to 1.00 (or at or below 4.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Adjusted EBITDA, each as defined and calculated as set forth in the Credit Agreement, (ii) a Consolidated Coverage Ratio at or above 2.50 to 1.00 of Adjusted EBITDA to consolidated interest expense, each as defined and calculated as set forth in the Credit Agreement and (iii) a Consolidated Portfolio Cash Flow Ratio at or below 5.00 to 1.00 (or at or below 5.50 to 1.00 following a qualifying material acquisition) of consolidated funded debt to Portfolio Cash Flow, each as defined and calculated as set forth in the Credit Agreement. All obligations under the Revolving Credit Facility are unconditionally guaranteed by us. Noncompliance with the leverage ratio, Portfolio Cash Flow ratio and interest coverage ratio covenants under the Credit Agreement could result in our lenders requiring us to immediately repay all amounts borrowed. The Credit Agreement includes customary covenants for credit facilities of this type that limit our ability to engage in certain activities, such as incurring additional indebtedness, paying dividends, making certain payments and acquiring and disposing of assets. We were in compliance with the financial covenants as of March 31, 2026. Uncommitted Credit Facility In August 2025, we entered into an uncommitted line of credit agreement with Société Générale (the “Uncommitted Credit Facility”) which provides for an aggregate borrowing capacity of up to $350.0 million for general corporate purposes within a quarter. As of March 31, 2026 and December 31, 2025, there were no outstanding borrowings under the Uncommitted Credit Facility, respectively. Principal Payments on the Borrowings The future principal payments for our borrowings as of March 31, 2026 are as follows (in thousands):
Year |  | Principal Payments
Remainder of 2026 |  | $ | 380,000 |
2027 |  | 1,000,000 |
2028 |  | — |
2029 |  | 500,000 |
2030 |  | 1,000,000 |
Thereafter |  | 6,300,000 |
Total(1) |  | $ | 9,180,000 |
(1)Excludes unamortized debt discount and issuance costs of $223.6 million as of March 31, 2026, which are amortized through interest expense over the remaining life of the underlying debt obligations.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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