STOCK TITAN

NNN REIT (NYSE: NNN) expands portfolio and details Q2 2026 performance

(Moderate)
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

NNN REIT, Inc. reported Q2 2026 rental income of $242.7 million and total revenues of $244.3 million, up from $226.8 million a year earlier. Net earnings were $97.9 million, or $0.52 per diluted share, compared with $100.5 million, or $0.54 per share.

For the first six months of 2026, total revenues were $484.7 million and net earnings were $191.9 million, or $1.01 per diluted share. The company owned 3,774 properties across all 50 states, totaling 40.44 million square feet, with 99.1% leased and a weighted average remaining lease term of 10.1 years.

NNN invested $436.4 million in 130 property acquisitions and development projects in the first half, while selling 51 properties for $72.6 million, generating gains of $21.3 million and recording $18.7 million of real estate impairments. Operating cash flow was $328.6 million. Total debt was $5.0 billion, including a fully drawn $500 million term loan and $28.5 million on the $1.2 billion credit facility, which had $1.17 billion of remaining capacity. The company paid common dividends of $1.20 per share year to date and declared a $0.62 per share dividend payable in August 2026.

Positive

  • None.

Negative

  • None.

Filing Explained

As of June 30, 2026, ATM activity had issued 1,667,232 shares and left 5,999,528 forward-sale shares unsettled.

This unaudited Form 10-Q reports that NNN issued 1,667,232 common shares through its ATM program during the second quarter. That issuance increases the share count and can reduce existing holders’ percentage ownership, while 5,999,528 additional shares remained unsettled under forward sale agreements.

An ATM program permits the company to sell new shares gradually rather than in one priced transaction. The filing therefore distinguishes completed issuance from capacity and forward contracts that had not yet resulted in share issuance as of June 30, 2026.

The 2023 ATM allowed 17,500,000 shares; by June 30, 2026, 8,247,225 had been issued and 3,253,247 remained allowable, with the remaining figure including the outstanding forward sale agreements.

The forward agreements may be physically settled no later than July 2027, subject to the stated conditions; NNN said it currently intends physical settlement, but it also may elect cash or net-share settlement, which could produce cash outflows rather than additional shares.

Total revenues $244,266,000 Quarter ended June 30, 2026
Net earnings $97,924,000 Quarter ended June 30, 2026
Diluted EPS $0.52 per share Quarter ended June 30, 2026
Properties owned 3,774 properties As of June 30, 2026
Annualized Base Rent $959,145,000 As of June 30, 2026
Total debt outstanding $5,001,273,000 As of June 30, 2026
Cash from operating activities $328,579,000 Six months ended June 30, 2026
Dividends per share $1.200 per share Common dividends for six months ended June 30, 2026
triple-net leases financial
"properties that are leased primarily to tenants under long-term, net leases"
A triple-net lease is a rental agreement where the tenant pays the base rent plus the three main property expenses: taxes, insurance, and maintenance, so the landlord receives largely rent-only income. For investors, that means steadier, more predictable cash flow and lower day-to-day operating risk for the property owner—like collecting rent from a tenant who also pays the utility bills and repairs—though rising costs or weak tenant credit can still affect returns.
Annualized Base Rent financial
"Total Annualized Base Rent ("ABR") represents the monthly cash base rent"
Annualized base rent is the total fixed rent a tenant is contractually required to pay over a year, based on the agreed monthly or periodic rate and excluding variable charges like utilities or percentage rent. For investors it acts like a predictable paycheck from a property lease, helping assess steady income, cash flow stability, and the value of real estate holdings much like knowing a subscription’s guaranteed yearly revenue.
at-the-market equity program financial
"1,667,232 shares – ATM equity program"
An at-the-market equity program lets a company sell newly issued shares directly into the open market at the current trading price through a broker, rather than in a single, prearranged block. It provides flexible, on-demand access to cash—like drawing small amounts from a credit line—but increases the number of shares outstanding, which can reduce existing shareholders’ ownership percentage and put downward pressure on the stock price, so investors monitor program size and pacing.
cash flow hedges financial
"outstanding interest rate derivatives that were designated as cash flow hedges"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
forward starting swaps financial
"entered into forward starting swaps with a total notional value of $400,000,000"
A forward starting swap is a contract agreed today that will begin at a specified future date, where two parties exchange payment streams—typically a fixed rate for a variable rate tied to an interest benchmark. Investors and treasurers use them to lock in future borrowing costs or hedge anticipated interest-rate exposure, like making a reservation now to start a loan at a known rate later, avoiding uncertainty about rates when the start date arrives.
Secured Overnight Financing Rate financial
"remove the 10 basis point Secured Overnight Financing Rate ("SOFR") credit spread"
A secured overnight financing rate (SOFR) is a daily benchmark interest rate that reflects the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Think of it as the market price to “rent” cash for a day with a very safe pledge, similar to paying a short-term rental fee for money backed by government bonds. Investors track SOFR because it underpins pricing for loans, bonds and derivatives, so movements change borrowing costs, interest income and the valuation of interest-rate–linked positions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did NNN (NNN) perform financially in Q2 2026?

NNN generated $244.3 million in total revenues and $97.9 million in net earnings in Q2 2026, equal to $0.52 per diluted share. Revenues increased versus Q2 2025, while net earnings were slightly below the prior-year quarter.

What were NNN (NNN)’s results for the first six months of 2026?

For the first half of 2026, NNN reported $484.7 million in total revenues and $191.9 million in net earnings, or $1.01 per diluted share. Operating cash flow was $328.6 million, supporting acquisitions, debt service and common dividends.

How large is NNN (NNN)’s property portfolio as of June 30, 2026?

As of June 30, 2026, NNN owned 3,774 properties across all 50 states, the District of Columbia and Puerto Rico, totaling 40,440,000 square feet. The portfolio was 99.1% leased, with a weighted average remaining lease term of 10.1 years.

What acquisitions and dispositions did NNN (NNN) complete in the first half of 2026?

NNN invested $436.4 million in 130 property acquisitions and development projects during the first six months of 2026. It also sold 51 properties for $72.6 million in net proceeds, recognizing $21.3 million in gains on disposition of real estate.

What is NNN (NNN)’s current debt and liquidity position?

As of June 30, 2026, NNN had total debt of $5.0 billion, including a fully drawn $500 million term loan, $28.5 million outstanding on its $1.2 billion credit facility, and $1.17 billion of remaining borrowing capacity, plus $4.2 million in cash.

What dividends did NNN (NNN) pay and declare in 2026?

NNN paid common dividends totaling $1.20 per share for the six months ended June 30, 2026, corresponding to $227.1 million. In July 2026, it declared a $0.62 per share dividend, payable in August 2026 to stockholders of record on July 31, 2026.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2026

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 001-11290

NNN REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland

56-1431377

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (407) 265-7348

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s):

Name of exchange on which registered:

Common Stock, $0.01 par value

NNN

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

As of July 30, 2026, the registrant had 191,931,400 shares of common stock, $0.01 par value, outstanding.

 


 

TABLE OF CONTENTS

PAGE

Part I – Financial Information

 

Item 1.

Financial Statements (unaudited):

 

 

Condensed Consolidated Balance Sheets

1

 

Condensed Consolidated Statements of Income and Comprehensive Income

2

 

Condensed Consolidated Statements of Equity

3

 

Condensed Consolidated Statements of Cash Flows

7

 

Notes to Condensed Consolidated Financial Statements

9

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

35

Item 4.

Controls and Procedures

36

Part II – Other Information

 

Item 1.

Legal Proceedings

37

Item 1A.

Risk Factors

37

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37

Item 3.

Defaults Upon Senior Securities

37

Item 4.

Mine Safety Disclosures

37

Item 5.

Other Information

37

Item 6.

Exhibits

37

Signatures

39

 

 

 


 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

 

 

June 30,
2026

 

 

December 31,
2025

 

 

 

(unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Real estate portfolio, net of accumulated depreciation and amortization

 

$

9,463,681

 

 

$

9,239,542

 

Cash and cash equivalents

 

 

4,223

 

 

 

5,046

 

Restricted cash and cash held in escrow

 

 

 

 

 

776

 

Receivables, net of allowance of $567 and $609, respectively

 

 

2,874

 

 

 

3,470

 

Accrued rental income, net of allowance of $3,528 and $3,393, respectively

 

 

36,672

 

 

 

34,914

 

Debt costs, net of accumulated amortization of $31,348 and $29,930, respectively

 

 

4,987

 

 

 

8,645

 

Other assets

 

 

94,086

 

 

 

86,962

 

Total assets

 

$

9,606,523

 

 

$

9,379,355

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Line of credit payable

 

$

28,500

 

 

$

348,100

 

Term loan payable, net of unamortized debt costs

 

 

496,835

 

 

 

 

Notes payable, net of unamortized discount and unamortized debt costs

 

 

4,475,938

 

 

 

4,472,324

 

Accrued interest payable

 

 

37,989

 

 

 

40,557

 

Other liabilities

 

 

106,525

 

 

 

110,072

 

Total liabilities

 

 

5,145,787

 

 

 

4,971,053

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Common stock, $0.01 par value. Authorized 375,000,000 shares; 191,931,110 and 189,937,404 shares issued and outstanding, respectively

 

 

1,921

 

 

 

1,901

 

Capital in excess of par value

 

 

5,377,445

 

 

 

5,295,434

 

Accumulated deficit

 

 

(917,959

)

 

 

(882,712

)

Accumulated other comprehensive income (loss)

 

 

(671

)

 

 

(6,321

)

Total equity

 

 

4,460,736

 

 

 

4,408,302

 

Total liabilities and equity

 

$

9,606,523

 

 

$

9,379,355

 

See accompanying notes to condensed consolidated financial statements.

1


 

NNN REIT, INC.

and SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Rental income

 

$

242,682

 

 

$

226,498

 

 

$

482,696

 

 

$

457,072

 

Interest and other income from real estate transactions

 

 

1,584

 

 

 

304

 

 

 

1,994

 

 

 

584

 

 

 

244,266

 

 

 

226,802

 

 

 

484,690

 

 

 

457,656

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

14,057

 

 

 

11,217

 

 

 

28,163

 

 

 

24,225

 

Real estate

 

 

8,266

 

 

 

8,838

 

 

 

18,065

 

 

 

18,213

 

Depreciation and amortization

 

 

71,025

 

 

 

68,349

 

 

 

141,822

 

 

 

132,966

 

Leasing transaction costs

 

 

212

 

 

 

74

 

 

 

356

 

 

 

204

 

Impairment losses – real estate, net of recoveries

 

 

8,067

 

 

 

4,535

 

 

 

18,747

 

 

 

6,047

 

Retirement and severance costs

 

 

368

 

 

 

191

 

 

 

802

 

 

 

2,364

 

 

 

101,995

 

 

 

93,204

 

 

 

207,955

 

 

 

184,019

 

Gain on disposition of real estate

 

 

9,105

 

 

 

16,198

 

 

 

21,290

 

 

 

20,011

 

Earnings from operations

 

 

151,376

 

 

 

149,796

 

 

 

298,025

 

 

 

293,648

 

Other expenses (revenues):

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

 

(35

)

 

 

(15

)

 

 

(63

)

 

 

(344

)

Interest expense

 

 

53,487

 

 

 

49,282

 

 

 

106,213

 

 

 

97,005

 

 

 

53,452

 

 

 

49,267

 

 

 

106,150

 

 

 

96,661

 

Net earnings

 

$

97,924

 

 

$

100,529

 

 

$

191,875

 

 

$

196,987

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.52

 

 

$

0.54

 

 

$

1.01

 

 

$

1.05

 

Diluted

 

$

0.52

 

 

$

0.54

 

 

$

1.01

 

 

$

1.05

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

189,078,464

 

 

 

186,876,693

 

 

 

189,055,792

 

 

 

186,865,955

 

Diluted

 

 

189,620,010

 

 

 

187,070,288

 

 

 

189,635,670

 

 

 

187,088,160

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

97,924

 

 

$

100,529

 

 

$

191,875

 

 

$

196,987

 

Amortization of interest rate hedges

 

 

79

 

 

 

469

 

 

 

154

 

 

 

929

 

Fair value of forward starting swaps

 

 

3,698

 

 

 

(117

)

 

 

5,496

 

 

 

(409

)

Total comprehensive income

 

$

101,701

 

 

$

100,881

 

 

$

197,525

 

 

$

197,507

 

See accompanying notes to condensed consolidated financial statements.

2


 

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Quarter Ended June 30, 2026

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Common
Stock

 

 

Capital in
  Excess of
Par Value

 

 

Accumulated
Deficit

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
Equity

 

Balances at March 31, 2026

 

$

1,904

 

 

$

5,300,076

 

 

$

(902,263

)

 

$

(4,448

)

 

$

4,395,269

 

Net earnings

 

 

 

 

 

 

 

 

97,924

 

 

 

 

 

 

97,924

 

Dividends declared and paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$0.600 per share of common stock

 

 

 

 

 

596

 

 

 

(113,620

)

 

 

 

 

 

(113,024

)

Issuance of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,150 shares – director compensation

 

 

 

 

 

230

 

 

 

 

 

 

 

 

 

230

 

952 shares – stock purchase plan

 

 

 

 

 

42

 

 

 

 

 

 

 

 

 

42

 

1,667,232 shares – ATM equity program

 

 

17

 

 

 

74,600

 

 

 

 

 

 

 

 

 

74,617

 

Stock issuance costs

 

 

 

 

 

(1,238

)

 

 

 

 

 

 

 

 

(1,238

)

Amortization of deferred compensation

 

 

 

 

 

3,139

 

 

 

 

 

 

 

 

 

3,139

 

Amortization of interest rate hedges

 

 

 

 

 

 

 

 

 

 

 

79

 

 

 

79

 

Fair value of forward starting swap

 

 

 

 

 

 

 

 

 

 

 

3,698

 

 

 

3,698

 

Balances at June 30, 2026

 

$

1,921

 

 

$

5,377,445

 

 

$

(917,959

)

 

$

(671

)

 

$

4,460,736

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

3


 

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Quarter Ended June 30, 2025

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Common
Stock

 

 

Capital in
  Excess of
Par Value

 

 

Accumulated
Deficit

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
 Equity

 

Balances at March 31, 2025

 

$

1,881

 

 

$

5,203,561

 

 

$

(841,164

)

 

$

(7,791

)

 

$

4,356,487

 

Net earnings

 

 

 

 

 

 

 

 

100,529

 

 

 

 

 

 

100,529

 

Dividends declared and paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$0.580 per share of common stock

 

 

1

 

 

 

637

 

 

 

(108,566

)

 

 

 

 

 

(107,928

)

Issuance of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,688 shares – director compensation

 

 

 

 

 

268

 

 

 

 

 

 

 

 

 

268

 

1,694 shares – stock purchase plan

 

 

 

 

 

69

 

 

 

 

 

 

 

 

 

69

 

236,906 shares – ATM equity program

 

 

2

 

 

 

10,228

 

 

 

 

 

 

 

 

 

10,230

 

Stock issuance costs

 

 

 

 

 

(167

)

 

 

 

 

 

 

 

 

(167

)

Amortization of deferred compensation

 

 

 

 

 

2,565

 

 

 

 

 

 

 

 

 

2,565

 

Amortization of interest rate hedges

 

 

 

 

 

 

 

 

 

 

 

469

 

 

 

469

 

Fair value of forward starting swap

 

 

 

 

 

 

 

 

 

 

 

(117

)

 

 

(117

)

Balances at June 30, 2025

 

$

1,884

 

 

$

5,217,161

 

 

$

(849,201

)

 

$

(7,439

)

 

$

4,362,405

 

 

See accompanying notes to condensed consolidated financial statements.

 

4


 

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED

Six Months Ended June 30, 2026

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Common
Stock

 

 

Capital in
  Excess of
Par Value

 

 

Accumulated Deficit

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
Equity

 

Balances at December 31, 2025

 

$

1,901

 

 

$

5,295,434

 

 

$

(882,712

)

 

$

(6,321

)

 

$

4,408,302

 

Net earnings

 

 

 

 

 

 

 

 

191,875

 

 

 

 

 

 

191,875

 

Dividends declared and paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1.200 per share of common stock

 

 

 

 

 

1,244

 

 

 

(227,122

)

 

 

 

 

 

(225,878

)

Issuance of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,066 shares – director compensation

 

 

 

 

 

495

 

 

 

 

 

 

 

 

 

495

 

2,130 shares – stock purchase plan

 

 

 

 

 

93

 

 

 

 

 

 

 

 

 

93

 

1,667,232 shares – ATM equity program

 

 

17

 

 

 

74,600

 

 

 

 

 

 

 

 

 

74,617

 

292,180 restricted shares – net of forfeitures

 

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Stock issuance costs

 

 

 

 

 

(1,338

)

 

 

 

 

 

 

 

 

(1,338

)

Amortization of deferred compensation

 

 

 

 

 

6,920

 

 

 

 

 

 

 

 

 

6,920

 

Amortization of interest rate hedges

 

 

 

 

 

 

 

 

 

 

 

154

 

 

 

154

 

Fair value of forward starting swap

 

 

 

 

 

 

 

 

 

 

 

5,496

 

 

 

5,496

 

Balances at June 30, 2026

 

$

1,921

 

 

$

5,377,445

 

 

$

(917,959

)

 

$

(671

)

 

$

4,460,736

 

 

See accompanying notes to condensed consolidated financial statements.

5


 

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Six Months Ended June 30, 2025

(dollars in thousands, except per share data)

(unaudited)

 

 

 

Common
Stock

 

 

Capital in
  Excess of
Par Value

 

 

Accumulated Deficit

 

 

Accumulated
Other
Comprehensive
Income (Loss)

 

 

Total
Equity

 

Balances at December 31, 2024

 

$

1,877

 

 

$

5,197,644

 

 

$

(829,287

)

 

$

(7,959

)

 

$

4,362,275

 

Net earnings

 

 

 

 

 

 

 

 

196,987

 

 

 

 

 

 

196,987

 

Dividends declared and paid:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$1.160 per share of common stock

 

 

1

 

 

 

1,242

 

 

 

(216,901

)

 

 

 

 

 

(215,658

)

Issuance of common stock:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17,629 shares – director compensation

 

 

 

 

 

535

 

 

 

 

 

 

 

 

 

535

 

2,940 shares – stock purchase plan

 

 

 

 

 

120

 

 

 

 

 

 

 

 

 

120

 

236,906 shares – ATM equity program

 

 

2

 

 

 

10,228

 

 

 

 

 

 

 

 

 

10,230

 

390,929 restricted shares – net of forfeitures

 

 

4

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

Stock issuance costs

 

 

 

 

 

(252

)

 

 

 

 

 

 

 

 

(252

)

Amortization of deferred compensation

 

 

 

 

 

7,648

 

 

 

 

 

 

 

 

 

7,648

 

Amortization of interest rate hedges

 

 

 

 

 

 

 

 

 

 

 

929

 

 

 

929

 

Fair value of forward starting swaps

 

 

 

 

 

 

 

 

 

 

 

(409

)

 

 

(409

)

Balances at June 30, 2025

 

$

1,884

 

 

$

5,217,161

 

 

$

(849,201

)

 

$

(7,439

)

 

$

4,362,405

 

 

See accompanying notes to condensed consolidated financial statements.

 

6


 

NNN REIT, INC.

and SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)

 

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net earnings

 

$

191,875

 

 

$

196,987

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

141,822

 

 

 

132,966

 

Impairment losses – real estate, net of recoveries

 

 

18,747

 

 

 

6,047

 

Amortization of notes payable discount

 

 

1,943

 

 

 

1,593

 

Amortization of debt costs

 

 

3,528

 

 

 

2,944

 

Amortization of interest rate hedges

 

 

154

 

 

 

929

 

Settlement of forward starting swaps

 

 

 

 

 

(409

)

Gain on disposition of real estate

 

 

(21,290

)

 

 

(20,011

)

Performance incentive plan expense

 

 

8,252

 

 

 

8,692

 

Performance incentive plan payment

 

 

(487

)

 

 

(1,702

)

Change in operating assets and liabilities, net of assets acquired and liabilities assumed:

 

 

 

 

 

 

Decrease in receivables

 

 

596

 

 

 

476

 

Increase in accrued rental income

 

 

(2,129

)

 

 

(84

)

Increase in other assets

 

 

(1,259

)

 

 

(1,560

)

Increase (decrease) in accrued interest payable

 

 

(2,568

)

 

 

986

 

Decrease in other liabilities

 

 

(10,298

)

 

 

(5,247

)

Other

 

 

(307

)

 

 

95

 

Net cash provided by operating activities

 

 

328,579

 

 

 

322,702

 

Cash flows from investing activities:

 

 

 

 

 

 

Proceeds from the disposition of real estate

 

 

73,836

 

 

 

67,198

 

Additions to real estate

 

 

(429,330

)

 

 

(453,909

)

Principal payments received on mortgages and notes receivable

 

 

 

 

 

460

 

Other

 

 

(1,214

)

 

 

(718

)

Net cash used in investing activities

 

 

(356,708

)

 

 

(386,969

)

See accompanying notes to condensed consolidated financial statements.

 

7


 

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(dollars in thousands)

(unaudited)

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Cash flows from financing activities:

 

 

 

 

 

 

Proceeds from line of credit payable

 

$

592,000

 

 

$

618,000

 

Repayment of line of credit payable

 

 

(911,600

)

 

 

(350,300

)

Proceeds from term loan payable

 

 

500,000

 

 

 

 

Payment of debt issuance costs

 

 

(1,364

)

 

 

(187

)

Proceeds from issuance of common stock

 

 

75,954

 

 

 

11,593

 

Stock issuance costs

 

 

(1,338

)

 

 

(252

)

Payment of common stock dividends

 

 

(227,122

)

 

 

(216,901

)

Net cash provided by financing activities

 

 

26,530

 

 

 

61,953

 

Net decrease in cash, cash equivalents and restricted cash(1)

 

 

(1,599

)

 

 

(2,314

)

Cash, cash equivalents and restricted cash at beginning of period(1)

 

 

5,822

 

 

 

9,062

 

Cash, cash equivalents and restricted cash at end of period(1)

 

$

4,223

 

 

$

6,748

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Interest paid, net of amount capitalized

 

$

104,290

 

 

$

92,016

 

Supplemental disclosure of noncash investing and financing activities:

 

 

 

 

 

 

Change in other comprehensive income

 

$

5,650

 

 

$

520

 

Change in work in progress accrual

 

$

7,073

 

 

$

11,020

 

 

(1)

Cash, cash equivalents and restricted cash is the aggregate of cash and cash equivalents and restricted cash and cash held in escrow from the Condensed Consolidated Balance Sheets. As of June 30, 2026, NNN had no restricted cash. As of December 31, 2025 and June 30, 2025, NNN had restricted cash of $776 and $775, respectively.

See accompanying notes to condensed consolidated financial statements.

8


 

NNN REIT, INC.

and SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

 

Note 1 – Organization and Summary of Significant Accounting Policies:

Organization and Nature of Business. NNN REIT, Inc., a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. The term "NNN" or the "Company" refers to NNN REIT, Inc. and its consolidated subsidiaries. NNN may elect to treat certain of its subsidiaries as taxable REIT subsidiaries.

NNN acquires, owns, invests in and develops high-quality properties that are leased primarily to tenants under long-term, net leases and are primarily held for investment ("Properties" or "Property Portfolio" or individually a "Property").

 

 

June 30,
 2026

 

Property Portfolio:

 

 

 

Total Properties

 

3,774

 

Gross leasable area (square feet) (unaudited)

 

40,440,000

 

States

 

50

(1)

Weighted average remaining lease term (years)

 

10.1

 

 

(1)

Plus the District of Columbia and Puerto Rico.

In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidance included in Topic 280, Segment Reporting, NNN's operations are reported within one reportable segment in the unaudited condensed consolidated financial statements and all properties are considered part of the Properties or Property Portfolio. As such, property counts and calculations involving property counts reflect all NNN properties. See additional disclosure in "Note 9 – Segment Information."

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles. The unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Operating results for the quarter and six months ended June 30, 2026, may not be indicative of the results that may be expected for the year ending December 31, 2026. Amounts as of December 31, 2025, included in the condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements, included herein, should be read in conjunction with the consolidated financial statements and notes thereto as well as Management's Discussion and Analysis of Financial Condition and Results of Operations in NNN's Form 10-K for the year ended December 31, 2025.

Principles of Consolidation. NNN's unaudited condensed consolidated financial statements include the accounts of each of the respective majority owned and controlled affiliates, including transactions whereby NNN has been determined to be the primary beneficiary in accordance with the FASB ASC guidance included in Topic 810, Consolidation. All significant intercompany account balances and transactions have been eliminated.

Real Estate Portfolio. NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of Properties developed or funded by NNN includes direct and indirect costs of construction, property taxes, interest, third-party costs and other miscellaneous costs incurred during the development period until the project is substantially completed and available for occupancy. NNN recorded $1,134,000 and $1,463,000 in capitalized interest during the development period for the six months ended June 30, 2026 and 2025, respectively, of which $554,000 and $542,000 was recorded during the quarters ended June 30, 2026 and 2025, respectively.

9


 

Purchase Accounting for Acquisition of Real Estate. In accordance with the FASB ASC Topic 805, Business Combinations, consideration for the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and, if applicable, to identified intangible assets and liabilities, consisting of the value of above-market and below-market in-place leases and the value of in-place leases, as applicable, based on their respective fair values.

The fair value estimate is sensitive to significant assumptions, such as establishing a range of relevant market assumptions for land, building and rent and where the acquired property falls within that range. These market assumptions for land, building and rent use the most relevant comparable properties for an acquisition. The final value relies upon ranking comparable properties' attributes from most to least similar.

The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on the determination of their fair values.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease and the renewal option terms if it is probable that the tenant will exercise options. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless the Company believes that it is likely that the tenant will renew the lease for an option term whereby the Company amortizes the value attributable to the renewal over the renewal period.

The aggregate value of other acquired intangible assets, consisting of in-place leases, is valued by comparing the purchase price paid for a property after adjusting for existing in-place leases to the estimated fair value of the property as-if-vacant, determined as set forth above. This intangible asset is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off in that period. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition.

Lease Accounting. NNN records its leases on the Property Portfolio in accordance with FASB ASC Topic 842, Leases ("ASC 842").

NNN's real estate is predominantly leased to tenants under triple-net leases, whereby the tenant is responsible for all operating expenses relating to the Property, including utilities, real estate taxes and assessments, property and liability insurance, maintenance, repairs and capital expenditures. Substantially all the leases on the Property Portfolio are classified as operating leases and are accounted for as follows:

Operating method – Properties with leases accounted for using the operating method are recorded at the cost of the real estate and depreciated on the straight-line method over their estimated remaining useful lives, which typically range from 20 to 40 years for buildings and improvements and 15 years for land improvements. Leasehold interests are amortized on the straight-line method over the terms of their respective leases. Revenue is recognized as rentals are earned and expenses (including depreciation) are charged to operations as incurred. When scheduled rentals vary during the lease term, income is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis.

NNN adopted certain practical expedients in ASC 842 and does not separate the non-lease components from the lease components when the timing and patterns of transfer for the lease and non-lease components are the same and the lease is classified as an operating lease. As a result, all income earned pursuant to tenant leases is reflected as one-line, rental income, in the Condensed Consolidated Statements of Income and Comprehensive Income. In addition, NNN records right-of-use assets and operating lease liabilities as lessee under operating leases in accordance with ASC 842.

10


 

Collectability. In accordance with ASC 842, NNN reviews the collectability of its lease payments on an ongoing basis. NNN considers collectability indicators when analyzing accounts receivable (and accrued rent), historical bad debt levels, tenant credit-worthiness and current economic trends, all of which assist in evaluating the probability of outstanding and future rental income collections and the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy claims.

When NNN deems the collection of rental income from a tenant not probable, uncollected and previously recognized rental revenue and any related accrued rent are reversed as a reduction to rental income and, subsequently, rental income is only recognized when cash receipts are received. At this point, a tenant is deemed cash basis for accounting purposes. If NNN subsequently deems the collection of rental income is probable, any related accrued rental income or expense is restored.

As a result of the review of collectability, NNN recorded a write-off of $362,000 and $2,099,000 of outstanding receivables and related accrued rent during the six months ended June 30, 2026 and 2025, respectively, and reclassified certain tenants as cash basis for accounting purposes.

The following table summarizes those tenants classified as cash basis for accounting purposes as of June 30:

 

 

2026

 

 

2025

 

 

Number of tenants

 

 

13

 

 

 

12

 

 

Cash basis tenants as a percent of:

 

 

 

 

 

 

 

Total Properties

 

 

1.7

%

 

 

2.5

%

 

Total Annualized Base Rent ("ABR")(1)

 

 

4.0

%

(2)

 

4.7

%

(3)

Total gross leasable area

 

 

6.6

%

 

 

7.4

%

 

 

(1)

ABR represents the monthly cash base rent for all leases in place as of the end of the period multiplied by 12. Based on ABR of:

 

(2)

$959,145,000 as of June 30, 2026.

 

(3)

$893,782,000 as of June 30, 2025.

During the six months ended June 30, 2026 and 2025, NNN recognized $19,110,000 and $15,316,000, respectively, of rental income from certain tenants for periods following their classification to cash basis for accounting purposes, of which $9,540,000 and $7,584,000 was recognized during the quarters ended June 30, 2026 and 2025, respectively.

NNN includes an allowance for doubtful accounts in rental income on the Condensed Consolidated Statements of Income and Comprehensive Income.

Real Estate – Held For Sale. Real estate held for sale is not depreciated and is recorded at the lower of cost or fair value, less cost to sell. On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria as outlined in FASB ASC Topic 360, Property, Plant and Equipment, including management's intent to commit to a plan to sell the asset. NNN anticipates the disposition of Properties classified as held for sale to occur within 12 months. At June 30, 2026 and December 31, 2025, NNN had recorded real estate held for sale of $24,647,000 (19 properties) and $21,198,000 (10 properties), respectively, in real estate portfolio on the Condensed Consolidated Balance Sheets. Eight of the properties classified as held for sale as of December 31, 2025 were sold during the six months ended June 30, 2026.

Real Estate Dispositions. When real estate is disposed, the related cost, accumulated depreciation or amortization and any accrued rental income from operating leases and the net investment from direct financing leases are removed from the accounts and gains and losses from the dispositions are reflected in income. FASB ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets ("ASC 610-20"), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity that transfers a nonfinancial asset in the scope of ASC 610-20 follows a two-step derecognition model to determine whether (and when) to derecognize the asset. NNN determined the key revenue stream impacted by ASC 610-20 is gain on disposition of real estate reported on the Condensed Consolidated Statements of Income and Comprehensive Income. In accordance with ASC 610-20, NNN evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue recognition, as well as transfer of control and transaction price allocation in determining the amount of gain or loss to record.

11


 

Impairment – Real Estate. NNN periodically assesses its long-lived real estate assets for possible impairment whenever certain events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These indicators include, but are not limited to: changes in real estate market conditions, the ability of NNN to re-lease properties that are currently vacant or become vacant, properties under contract and/or reclassified as held for sale, persistent vacancies greater than one year and properties leased to tenants in bankruptcy. Management evaluates whether an impairment in carrying value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), and the residual value of the real estate, with the carrying value of the individual asset. The future undiscounted cash flows are driven by estimated future market rents. Future cash flow estimates are sensitive to the assumptions made by management regarding future market rents, which are affected by expectations about future market and economic conditions. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its estimated fair value. NNN's Properties are predominantly leased to tenants under long-term net leases and held for investment. In most cases, NNN's Property leases provide for initial terms of 10 to 20 years, with cash flows provided over the entire term.

Cash and Cash Equivalents. NNN considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash and money market accounts. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash accounts maintained on behalf of NNN in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, NNN has not experienced any losses in such accounts.

Restricted Cash and Cash Held in Escrow. Restricted cash and cash held in escrow may include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. NNN held $776,000 in restricted cash and cash held in escrow as of December 31, 2025. As of June 30, 2026, NNN had no restricted cash or cash held in escrow.

Debt Costs – Line of Credit Payable. Debt costs incurred in connection with NNN's $1,200,000,000 unsecured revolving line of credit have been deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method, which approximates the effective interest method. NNN had costs of $36,335,000 and $36,146,000, included in debt costs on the Condensed Consolidated Balance Sheets, as of June 30, 2026 and December 31, 2025, respectively, net of accumulated amortization of $31,348,000 and $29,898,000, respectively.

Debt Costs – Term Loan. Debt costs incurred in connection with NNN's $500,000,000 senior unsecured term loan have been deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method, which approximates the effective interest method. As of June 30, 2026 and December 31, 2025, debt costs were $3,604,000 and $2,429,000, respectively, net of accumulated amortization of $439,000 and $32,000, respectively.

Debt Costs – Notes Payable. Debt costs incurred in connection with the issuance of NNN's $4,550,000,000 unsecured notes have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. NNN had debt costs of $44,420,000, included in notes payable on the Condensed Consolidated Balance Sheets, as of June 30, 2026 and December 31, 2025, net of accumulated amortization of $15,422,000 and $13,750,000, respectively.

At-The-Market and Forward Equity Sales. The Company may sell shares of its common stock from time to time pursuant to an equity distribution agreement which was entered into with designated sales agents, and which established an at-the-market equity program ("ATM"). The ATM provides that in addition to the issuance and sale of common stock by NNN through a sales agent acting as a sales agent or directly to the sales agent acting as a principal for its own account at a price agreed upon at the time of sale, NNN may also enter into forward sale agreements with each of the forward purchasers or their respective affiliates.

The Company accounts for its forward sale agreements in accordance with FASB guidance applicable to financial instruments and derivatives and has concluded that the agreements do not meet the definition of liabilities, as they do not obligate the Company to repurchase its shares nor require the issuance of a variable number of shares with a predominantly fixed monetary value or a value that varies inversely with the Company’s common stock.

12


 

The Company evaluates the impact of its forward sale agreements on earnings per share in accordance with FASB ASC Topic 260, Earnings Per Share ("ASC 260"). Prior to settlement, the forward sale agreements are included in diluted earnings per share using the treasury stock method and are generally non-dilutive, except during periods in which the average market price of the Company’s common stock exceeds the adjusted forward sale price. Upon settlement of a forward sale agreement, if the Company elects physical settlement or net share settlement, the issuance of shares of common stock will result in dilution to earnings per share.

Revenue Recognition. Rental revenues for properties under construction commence upon completion of construction and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are recognized when earned in accordance with ASC 842, based on the terms of the lease of the leased asset. Leasehold interests are amortized on the straight-line method over the terms of their respective leases. When scheduled rentals vary during the lease term, income is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Lease termination fees are recognized when collected subsequent to the related lease that is cancelled and NNN no longer has continuing involvement with the former tenant with respect to that property.

Earnings Per Share. Earnings per share have been computed in accordance with ASC 260. The guidance requires classification of the Company's unvested restricted share units, which contain rights to receive nonforfeitable dividends, as participating securities requiring the two-class method of computing earnings per share. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per share using the two-class method (dollars in thousands):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Basic and Diluted Earnings:

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

97,924

 

 

$

100,529

 

 

$

191,875

 

 

$

196,987

 

Less: Earnings allocated to unvested restricted shares

 

 

(189

)

 

 

(190

)

 

 

(351

)

 

 

(357

)

Net earnings used in basic and diluted earnings per share

 

$

97,735

 

 

$

100,339

 

 

$

191,524

 

 

$

196,630

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted Average Shares Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

190,275,779

 

 

 

187,974,275

 

 

 

190,148,754

 

 

 

187,868,489

 

Less: Unvested restricted shares

 

 

(314,612

)

 

 

(328,001

)

 

 

(292,630

)

 

 

(308,258

)

Less: Unvested contingent restricted shares

 

 

(882,703

)

 

 

(769,581

)

 

 

(800,332

)

 

 

(694,276

)

Weighted average shares outstanding used in basic earnings per share

 

 

189,078,464

 

 

 

186,876,693

 

 

 

189,055,792

 

 

 

186,865,955

 

Dilutive effect of forward ATM offerings

 

 

23,830

 

 

 

 

 

 

12,827

 

 

 

 

Other dilutive securities

 

 

517,716

 

 

 

193,595

 

 

 

567,051

 

 

 

222,205

 

Weighted average shares outstanding used in diluted earnings per share

 

 

189,620,010

 

 

 

187,070,288

 

 

 

189,635,670

 

 

 

187,088,160

 

Income Taxes. NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Code, and related regulations. NNN generally will not be subject to federal income taxes on taxable income it distributes to stockholders, provided it meets certain other requirements for qualifying as a REIT. NNN believes it has been organized as and its past and present operations qualify NNN as a REIT. Notwithstanding NNN's qualification for taxation as a REIT, NNN is subject to certain state and local income, franchise and excise taxes.

13


 

Fair Value Measurement. NNN's estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in FASB ASC Topic 820, Fair Value Measurement. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

Accumulated Other Comprehensive Income (Loss). The following table outlines the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2026 (dollars in thousands):

 

 

Gain or Loss on
Cash Flow Hedges
(1)

 

 

Beginning balance, December 31, 2025

 

$

(6,321

)

 

Other comprehensive income (loss)

 

 

5,496

 

 

Reclassifications from accumulated other comprehensive income to net earnings

 

 

154

 

(2)

Ending balance, June 30, 2026

 

$

(671

)

 

 

(1)

Additional disclosure is included in "Note 7 – Derivatives".

(2)

 

Recorded in interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

New Accounting Pronouncements. In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense ("ASU 2024-03"), effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The amendments in this update require disclosure, in the notes to the financial statements, of specified information about certain costs and expenses and a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. While the adoption of ASU 2024-03 is not expected to have an impact on NNN's consolidated financial statements, it is expected to result in incremental disclosures within the notes to NNN's consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The amendments in this update provide all entities with a practical expedient, which allows entities to assume current conditions as of the balance sheet date do not change for the remaining life of the asset, in developing reasonable and supportable forecasts as part of estimating expected credit losses. In January 2026, NNN adopted the provisions of ASU 2025-05. The ASU had no impact on its current disclosures or consolidated financial statements, and NNN anticipates it will have no material impact on future reporting.

14


 

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ("ASU 2025-09"), effective for annual and interim reporting periods beginning after December 15, 2026. The amendments in this update (i) expand the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by changing the requirement to designate a group of individual forecasted transactions from having a shared risk exposure to having a similar risk exposure, (ii) provide a model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable-rate debt instruments with contractual terms that permit the borrower to change the interest rate index and interest rate tenor upon which interest is accrued, (iii) expand hedge accounting for forecasted purchases and sales of nonfinancial assets, (iv) improve generally accepted accounting principles by updating the hedge accounting guidance to accommodate differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate, and (v) eliminate the recognition and presentation mismatch related to foreign-currency-denominated debt instrument both designed as the hedging instrument in a net investment hedge and designed as the hedged item in a fair value hedge of interest rate risk. ASU 2025-09 is not expected to impact NNN based on existing hedging activity, however NNN continues to evaluate the impact of the guidance.

Use of Estimates. Additional critical accounting policies of NNN include management's estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities which are required to prepare the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Significant accounting policies include management's estimates of the purchase accounting for acquisition of real estate, the recoverability of the carrying value of long-lived assets and management's evaluation of the probability of outstanding and future lease payment collections. Estimates are sensitive to evaluations by management about current and future expectations of market and economic conditions. Actual results could differ from those estimates.

15


 

Note 2 – Real Estate:

Real Estate – Portfolio

Leases. At June 30, 2026, NNN's real estate portfolio had a weighted average remaining lease term of 10.1 years and consisted of 3,758 leases classified as operating leases and an additional two leases accounted for as direct financing leases.

The following is a summary of the structure of the leases in the Property Portfolio, although the specific terms of each lease can vary significantly. In most cases, the Property leases provide for initial terms of 10 to 20 years and a triple-net lease structure, pursuant to which the tenant bears responsibility for operating expenses of the Property, including utilities, real estate taxes and assessments, property and liability insurance, maintenance, repairs and capital expenditures. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses associated with the Property. NNN's leases provide for annual base rental payments (payable in monthly installments), the majority of which include negotiated increases in rent as a result of increases in the Consumer Price Index or set fixed increases.

NNN's leases often provide the tenant with one or more multi-year renewal options, subject to the same terms and conditions provided under the initial lease term, including rent increases. NNN's lease term is based on the non-cancellable base term unless economic incentives make it reasonably certain that an option period to extend the lease will be exercised, in which case NNN includes the renewal options. Some of the leases also provide that in the event NNN wishes to sell the Property subject to that lease, NNN first must offer the lessee the right to purchase the Property on the same terms and conditions as any offer which NNN intends to accept for the sale of the Property.

Real Estate Portfolio. NNN's real estate consisted of the following at (dollars in thousands):

 

 

June 30,
2026

 

 

December 31,
2025

 

Land and improvements(1)

 

$

3,195,451

 

 

$

3,100,444

 

Buildings and improvements

 

 

8,546,774

 

 

 

8,323,201

 

Leasehold interests

 

 

355

 

 

 

355

 

 

 

11,742,580

 

 

 

11,424,000

 

Less accumulated depreciation and amortization

 

 

(2,340,815

)

 

 

(2,248,856

)

 

 

9,401,765

 

 

 

9,175,144

 

Work in progress and improvements

 

 

36,355

 

 

 

42,019

 

Accounted for using the operating method

 

 

9,438,120

 

 

 

9,217,163

 

Accounted for using the direct financing method

 

 

914

 

 

 

1,181

 

Classified as held for sale(2)

 

 

24,647

 

 

 

21,198

 

 

$

9,463,681

 

 

$

9,239,542

 

 

(1)

Includes $33,844 and $24,523 in land for Properties under construction as of June 30, 2026 and December 31, 2025, respectively.

(2)

As of June 30, 2026, 19 Properties were classified as held for sale. Eight of the 10 properties classified as held for sale as of December 31, 2025 were sold during the six months ended June 30, 2026.

 

16


 

NNN recognized the following revenues in rental income (dollars in thousands):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Rental income from operating leases

 

$

237,240

 

 

$

221,714

 

 

$

470,811

 

 

$

445,770

 

Earned income from direct financing leases

 

 

79

 

 

 

112

 

 

 

161

 

 

 

226

 

Percentage rent

 

 

508

 

 

 

284

 

 

 

824

 

 

 

1,170

 

Rental revenues

 

 

237,827

 

 

 

222,110

 

 

 

471,796

 

 

 

447,166

 

Real estate expense reimbursement from tenants

 

 

4,855

 

 

 

4,388

 

 

 

10,900

 

 

 

9,906

 

 

$

242,682

 

 

$

226,498

 

 

$

482,696

 

 

$

457,072

 

Some leases provide for a free rent period or scheduled rent increases throughout the lease term. Such amounts are recognized on a straight-line basis over the terms of the leases.

For the six months ended June 30, 2026 and 2025, NNN recognized $2,129,000 and $84,000, respectively, of net straight-line accrued rental income, net of reserves, of which $838,000 and ($425,000) of such income, net of reserves was recorded during the quarters ended June 30, 2026 and 2025, respectively.

Real Estate – Intangibles

In accordance with purchase accounting for the acquisition of real estate subject to a lease, NNN has recorded intangible assets and lease liabilities that consisted of the following at (dollars in thousands):

 

 

June 30,
2026

 

 

December 31,
2025

 

Intangible lease assets (included in other assets):

 

 

 

 

 

 

Above-market in-place leases

 

$

14,060

 

 

$

14,051

 

Less: accumulated amortization

 

 

(11,383

)

 

 

(11,115

)

Above-market in-place leases, net

 

$

2,677

 

 

$

2,936

 

 

 

 

 

 

 

 

In-place leases

 

$

120,187

 

 

$

117,302

 

Less: accumulated amortization

 

 

(85,416

)

 

 

(82,926

)

In-place leases, net

 

$

34,771

 

 

$

34,376

 

 

 

 

 

 

 

 

Intangible lease liabilities (included in other liabilities):

 

 

 

 

 

 

Below-market in-place leases

 

$

37,073

 

 

$

37,758

 

Less: accumulated amortization

 

 

(27,107

)

 

 

(27,293

)

Below-market in-place leases, net

 

$

9,966

 

 

$

10,465

 

The amounts amortized as a net increase to rental income for above-market and below-market in-place leases for the six months ended June 30, 2026 and 2025, were $315,000 and $1,713,000, respectively, of which $189,000 and $1,620,000 were recorded during the quarters ended June 30, 2026 and 2025, respectively. The value of in-place leases amortized to expense for the six months ended June 30, 2026 and 2025, was $2,748,000 and $5,267,000, respectively, of which $1,383,000 and $3,879,000 was recorded for the quarters ended June 30, 2026 and 2025, respectively.

17


 

Real Estate – Dispositions

The following table summarizes the properties sold and the corresponding gain recognized on the disposition of properties (dollars in thousands):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

 

# of Sold
Properties

 

Net
Gain

 

 

# of Sold
Properties

 

Net
Gain

 

 

# of Sold
Properties

 

Net
Gain

 

 

# of Sold
Properties

 

Net
Gain

 

Gain on disposition of real estate

 

26

 

$

9,105

 

 

23

 

$

16,198

 

 

51

 

$

21,290

 

 

33

 

$

20,011

 

Real Estate – Commitments

NNN has committed to fund construction on 26 Properties. The improvements on such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at June 30, 2026, are outlined in the table below (dollars in thousands):

Total commitment(1)

 

$

145,513

 

Less amount funded

 

 

(70,199

)

Remaining commitment

 

$

75,314

 

 

(1)

Includes land, construction costs, tenant improvements, lease costs, capitalized interest and third-party costs.

Real Estate – Impairments

NNN periodically assesses its long-lived real estate assets for possible impairment whenever certain events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

As a result of NNN's review of long-lived real estate assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries as summarized in the table below (dollars in thousands):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Total real estate impairments, net of recoveries

 

$

8,067

 

 

$

4,535

 

 

$

18,747

 

 

$

6,047

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of Properties:

 

 

 

 

 

 

 

 

 

 

 

 

Vacant

 

 

10

 

 

 

6

 

 

 

21

 

 

 

8

 

Occupied

 

 

 

 

 

1

 

 

 

3

 

 

 

1

 

The valuation of impaired assets, including assets held for sale, is determined using widely accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, which are Level 3 inputs. NNN may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

18


 

Note 3 – Line of Credit Payable:

NNN's $1,200,000,000 unsecured revolving credit facility (the "Credit Facility") had a weighted average outstanding balance of $117,913,000 and a weighted average interest rate of 4.44% during the six months ended June 30, 2026. In December 2025, NNN entered into an amendment to the Credit Facility to remove the 10 basis point Secured Overnight Financing Rate ("SOFR") credit spread adjustment. In June 2026, NNN amended its Credit Facility to lower the applicable margin by five basis points, resulting in a new interest rate of SOFR plus 72.5 basis points, subject to change based on a tiered margin structure tied to NNN's credit rating. Additionally, as part of NNN's environmental, social and governance ("ESG") initiative, pricing may be reduced if specified ESG metrics are achieved. The Credit Facility matures in April 2028, unless the Company exercises its options to extend maturity to April 2029. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000, subject to lender approval. In connection with the Credit Facility, NNN incurred loan costs of $36,335,000 which are included in debt costs on the Condensed Consolidated Balance Sheets. As of June 30, 2026, there was $28,500,000 outstanding and $1,171,500,000 available for future borrowings under the Credit Facility, and NNN was in compliance with the Credit Facility financial covenants.

Note 4 – Term Loan:

In December 2025, NNN entered into a $300,000,000 senior unsecured term loan (the "Term Loan") featuring a six-month delayed draw commitment period. In June 2026, NNN exercised its accordion option to increase the facility size to $500,000,000 and amended the Term Loan to reduce the applicable margin from 85 to 80 basis points. As amended, the Term Loan bears interest at SOFR plus 80 basis points, subject to a tiered margin structure based on NNN's credit rating. The Term Loan matures in February 2029, with options to extend maturity to February 2031.

To hedge the risk of changes in forecasted interest payments on the Term Loan, NNN entered into forward starting swaps with a total notional value of $400,000,000 that fix SOFR at 3.30% (see "Note 7 – Derivatives"). During the six months ended June 30, 2026, the Term Loan had a weighted average outstanding balance of $270,166,000 and a weighted average interest rate of 4.13%, inclusive of the outstanding swaps and the applicable margin.

In connection with the Term Loan, NNN incurred loan costs of $3,604,000 which are included in term loan payable on the Condensed Consolidated Balance Sheets. As of June 30, 2026, there was $500,000,000 outstanding under the Term Loan, and NNN was in compliance with the Term Loan financial covenants.

Note 5 – Notes Payable:

Information related to NNN's notes payable is included in NNN's Annual Report on Form 10-K for the year ended December 31, 2025. There were no issuances or repayments of long-term fixed rate debt during the six months ended June 30, 2026. At June 30, 2026, NNN was in compliance with each of the financial covenants.

Note 6 – Stockholders' Equity:

Universal Shelf Registration Statement. In August 2023, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which became automatically effective ("Universal Shelf"). The Universal Shelf permits the issuance by NNN of an indeterminate amount of debt and equity securities, including preferred stock, depositary shares, common stock, stock purchase contracts, rights, warrants and units. NNN may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

 

 

 

 

 

 

19


 

At-The-Market Offerings. NNN has established an ATM which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM (dollars in thousands):

 

 

2023 ATM

 

Shelf registration statement:

 

 

 

Effective date

 

August 2023

 

Termination date

 

August 2026

 

Total allowable shares

 

 

17,500,000

 

As of June 30, 2026:

 

 

 

Total shares issued

 

 

8,247,225

 

Total unsettled shares subject to forward sale agreements(1)

 

 

5,999,528

 

Total remaining allowable shares(2)

 

 

3,253,247

 

Anticipated net proceeds from unissued shares(3)

 

$

272,099

 

 

(1)

NNN may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sales of those shares on one or more forward settlement dates, which shall occur no later than July 2027.

(2)

Includes impact of outstanding forward sale agreements.

(3)

Includes impact of forward price adjustments through June 30, 2026. Subject to certain conditions, NNN has the right to elect cash or net share settlement rather than physical settlement of the forward sale agreements, which, if elected, could result in cash outflows rather than share issuances. NNN currently intends to physically settle its forward sale agreements.

The following table outlines the common stock activity pursuant to NNN's ATM (dollars in thousands, except per share data):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Common stock:

 

 

 

 

 

 

 

 

 

 

 

 

Shares(1)

 

 

5,999,528

 

 

 

236,906

 

 

 

7,666,760

 

 

 

236,906

 

Average sale price per share

 

$

45.91

 

 

$

43.18

 

 

$

45.70

 

 

$

43.18

 

Common stock issued:

 

 

 

 

 

 

 

 

 

 

 

 

Shares(2)

 

 

1,667,232

 

 

 

236,906

 

 

 

1,667,232

 

 

 

236,906

 

Average price per share (gross)

 

$

44.76

 

 

$

43.18

 

 

$

44.76

 

 

$

43.18

 

Gross proceeds

 

$

74,617

 

 

$

10,230

 

 

$

74,617

 

 

$

10,230

 

Less: stock issuance costs(3)

 

 

(1,238

)

 

 

(167

)

 

 

(1,338

)

 

 

(252

)

Net proceeds

 

$

73,379

 

 

$

10,063

 

 

$

73,279

 

 

$

9,978

 

 

(1)

Includes 5,999,528, and 7,666,760 shares of common stock underlying forward sale agreements entered into during the quarter and six months ended June 30, 2026, respectively. There were no shares of common stock underlying forward sales agreements during the quarter and six months ended June 30, 2025.

(2)

 

Includes 1,667,232 shares of common stock issued in settlement of forward sale agreements during the quarter and six months ended June 30, 2026. There were no shares of common stock issued in settlement of forward sale agreements during the quarter and six months ended June 30, 2025.

(3)

Stock issuance costs consist primarily of underwriters' and agents' fees and commissions and legal and accounting fees.

Dividend Reinvestment and Stock Purchase Plan. In February 2024, NNN filed a shelf registration statement for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") with the Commission that was automatically effective and permits NNN to issue up to 4,000,000 shares of common stock. The following outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Shares of common stock

 

 

14,553

 

 

 

17,316

 

 

 

30,874

 

 

 

34,092

 

Net proceeds

 

$

638

 

 

$

707

 

 

$

1,337

 

 

$

1,363

 

 

20


 

 

Dividends. The following table outlines the dividends declared and paid for NNN's common stock (dollars in thousands, except per share data):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Dividends

 

$

113,620

 

 

$

108,566

 

 

$

227,122

 

 

$

216,901

 

Per share

 

 

0.600

 

 

 

0.580

 

 

 

1.200

 

 

 

1.160

 

In July 2026, NNN declared a dividend of $0.620 per share, which is payable in August 2026 to its common stockholders of record as of July 31, 2026.

Note 7 – Derivatives:

Additional information related to NNN's derivatives is included in NNN's Annual Report on Form 10-K for the year ended December 31, 2025.

As of June 30, 2026, NNN had the following outstanding interest rate derivatives that were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the Term Loan (dollars in thousands):

# of Swap Agreements

 

Aggregate Notional Amount

 

 

Fixed Rate Paid(1)

 

Estimated Fair Value(2)

 

 

Effective Date

 

Maturity Date

Two(3)

 

$

200,000

 

 

3.22%

 

$

3,271

 

 

January 15, 2026

 

January 15, 2029

One(3)

 

 

100,000

 

 

3.32%

 

 

1,436

 

 

February 13, 2026

 

February 15, 2029

One(3)

 

 

100,000

 

 

3.43%

 

 

1,147

 

 

June 15, 2026

 

February 15, 2029

Total

 

$

400,000

 

 

3.30%

 

$

5,854

 

 

 

 

 

 

(1)

Fixed rate paid is average of strike price for the associated hedges.

(2)

Included in other assets and other comprehensive income on the Condensed Consolidated Balance Sheets (see "Note 8 – Fair value of Financial Instruments").

(3)

No hedge ineffectiveness was recognized during the six months ended June 30, 2026.

As of June 30, 2026, $671,000 remained in accumulated other comprehensive income (loss) related to NNN's previously terminated interest rate hedges. During the six months ended June 30, 2026 and 2025, NNN reclassified $154,000 and $929,000, respectively, out of accumulated other comprehensive income (loss) as an increase in interest expense, of which $79,000 and $469,000 was reclassified during the quarters ended June 30, 2026 and 2025, respectively. Over the next 12 months, NNN estimates that an additional $1,160,000 will be reclassified as an increase in interest expense. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on NNN's long-term debt.

NNN does not use derivatives for trading or speculative purposes nor does NNN currently have any derivatives which are not designated as hedges.

21


 

Note 8 – Fair Value of Financial Instruments:

Line of Credit Payable. NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate.

Term Loan Payable. NNN believes the carrying value of its Term Loan, excluding unamortized debt costs, approximates fair value based upon its nature, terms and variable interest rate.

Notes Payable. At June 30, 2026 and December 31, 2025, the fair value of NNN's notes payable excluding unamortized discount and debt costs were $4,086,492,000 and $4,124,161,000, respectively, based upon quoted market prices as of the close of the period, which is a Level 1 valuation since NNN's notes payable are publicly traded.

Derivative Financial Instruments. At June 30, 2026, the aggregate carrying value of NNN's outstanding derivative financial instruments was $5,854,000 (see "Note 7 – Derivatives") based on a Level 2 valuation to approximate fair value using widely accepted valuation techniques with observable market inputs. The valuation represents the theoretical net cost to cash settle the transaction as of June 30, 2026, including a credit valuation adjustment ("CVA") as required by ASC 820 to reflect counterparty credit risk and any credit enhancements. NNN determined the CVA's overall impact to the derivative valuation was insignificant and classified its derivative financial instrument as Level 2 within the fair value reporting hierarchy.

Note 9 – Segment Information:

NNN's operations are reported within one reportable segment and constitute all of the consolidated entities which are reported in the unaudited condensed consolidated financial statements. NNN predominantly derives its revenues from real estate leased to tenants under long-term net leases. NNN’s Properties are located in the United States.

NNN’s Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM assesses entity-wide operating results and performance and decides how to allocate resources based on net earnings which is reported on the Condensed Consolidated Statements of Income and Comprehensive Income. Additionally, the measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Included in the total assets are long-lived real estate assets which include land, buildings, improvements and right-of-use assets subject to operating leases.

The CODM uses net earnings to evaluate income generated from assets (return on assets) in deciding whether to reinvest profits to grow the Property Portfolio or deploy into other aspects of the Company, such as to retire or repay debt or pay dividends. The CODM also uses net earnings to monitor the budget versus actual results, which is used in assessing NNN’s entity-wide operating results and performance.

Significant expense categories, including general and administrative, real estate, depreciation and amortization and interest, are included on NNN’s Condensed Consolidated Statements of Income and Comprehensive Income. Asset information is included in the Condensed Consolidated Balance Sheets and "Note 2 – Real Estate."

22


 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K of NNN REIT, Inc. for the year ended December 31, 2025 ("2025 Annual Report"). The term "NNN" or the "Company" refers to NNN REIT, Inc. and its consolidated subsidiaries.

Forward-Looking Statements

The information herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Also, when NNN uses any of the words "anticipate," "assume," "believe," "estimate," "expect," "intend" or similar expressions, NNN is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, NNN's actual results could differ materially from those set forth in the forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and NNN undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following is a summary of the risks and uncertainties, although not all risks and uncertainties, that could cause NNN's actual results to differ materially from those presented in NNN's forward-looking statement:

changes in financial and economic conditions;
inherent risks related to owning real estate and indirect interests in real estate;
the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies;
NNN’s concentration with certain tenants, industries and geographic locations;
NNN’s dependence on single tenant properties;
the successful execution of NNN’s acquisition strategies;
the illiquid nature of NNN’s real estate investments;
the degree and nature of NNN’s competition;
climate change or impacts of weather on NNN's Property Portfolio (as defined below);
the accuracy of the tools NNN uses to determine the creditworthiness of its tenants;
NNN’s ability to obtain debt or equity capital on favorable terms, if at all;
the inability to generate sufficient cash flows to service NNN’s outstanding debt or to comply with financial and other covenants on its debt instruments;
NNN's failure to qualify or remain qualified for taxation as a real estate investment trust ("REIT");
failure, weakness, interruption or breach in security of the information systems of NNN or its vendors and tenants; and
the other risks identified in "Item 1A. Risk Factors" of NNN's 2025 Annual Report.

These risks and uncertainties may cause NNN's actual future results to differ materially from expected results. Readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. NNN undertakes no obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

NNN, a Maryland corporation, is a fully integrated REIT formed in 1984. NNN acquires, owns, invests in and develops high-quality properties that are leased primarily to tenants under long-term, net leases, with minimal ongoing capital expenditures and are primarily held for investment ("Properties" or "Property Portfolio" or individually a "Property").

As of June 30, 2026, NNN owned 3,774 Properties in all 50 states, the District of Columbia and Puerto Rico, with an aggregate gross leasable area of approximately 40,440,000 square feet and a weighted average remaining lease term of 10.1 years. As of June 30, 2026, 99.1 percent of the Properties were leased.

NNN's management team focuses on certain key indicators to evaluate the financial condition and operating performance of NNN. Key indicators include items such as: the composition of the Property Portfolio (such as tenant, line of trade and geographic diversification), the occupancy rate of the Property Portfolio, certain financial performance metrics and profitability measures, industry trends and industry performance compared to that of NNN.

23


 

NNN evaluates the creditworthiness of its significant current and prospective tenants. This evaluation may include reviewing available financial statements, store level financial performance, press releases, public credit ratings from major credit rating agencies, industry news publications and financial market data (debt and equity pricing). NNN may also evaluate the business and operations of its significant tenants, including past payment history and periodically meeting with senior management of certain tenants.

NNN continues to maintain its diversification by tenant, line of trade and geography. NNN's top line of trade concentrations are the automotive service (18.6%), convenience stores (15.9%) and restaurants (including full and limited service) (14.0%) sectors. NNN's management believes these sectors present attractive investment opportunities. The Property Portfolio is geographically concentrated in regions of historically above-average population growth, including the southeastern (25.4%) and southern (24.2%) United States. Given these concentrations, any financial hardship within these sectors or geographic regions could have a material adverse effect on the financial condition and operating performance of NNN.

Additional information related to NNN and the Property Portfolio is included in NNN's 2025 Annual Report.

Results of Operations

Property Analysis

General. The following table summarizes the Property Portfolio:

 

 

June 30,
 2026

 

 

December 31, 2025

 

 

June 30,
 2025

 

Properties Owned:

 

 

 

 

 

 

 

 

 

Number

 

 

3,774

 

 

 

3,692

 

 

 

3,663

 

Total gross leasable area (square feet)

 

 

40,440,000

 

 

 

39,578,000

 

 

 

38,322,000

 

States(1)

 

 

50

 

 

 

50

 

 

 

50

 

Properties:

 

 

 

 

 

 

 

 

 

Leased and unimproved land

 

 

3,739

 

 

 

3,628

 

 

 

3,590

 

Percent of Properties – leased and unimproved land

 

 

99.1

%

 

 

98.3

%

 

 

98.0

%

Weighted average remaining lease term (years)

 

 

10.1

 

 

 

10.2

 

 

 

9.8

 

Total gross leasable area (square feet) – leased

 

 

40,080,000

 

 

 

38,955,000

 

 

 

37,476,000

 

Total Annualized Base Rent ("ABR")(2)

 

$

959,145,000

 

 

$

928,081,000

 

 

$

893,782,000

 

 

(1)

Plus the District of Columbia and Puerto Rico.

(2)

ABR represents the monthly cash base rent for all leases in place as of the end of the period multiplied by 12.

 

24


 

The following table summarizes the diversification of the Property Portfolio for the top 20 lines of trade as a percentage of ABR:

 

 

Lines of Trade

 

June 30,
 2026

 

December 31, 2025

 

June 30,
 2025

1.

 

Automotive service

 

18.6%

 

18.6%

 

18.2%

2.

 

Convenience stores

 

15.9%

 

16.3%

 

16.5%

3.

 

Restaurants – limited service

 

7.7%

 

7.9%

 

8.2%

4.

 

Entertainment

 

7.3%

 

7.2%

 

7.3%

5.

 

Dealerships

 

6.4%

 

6.6%

 

6.7%

6.

 

Restaurants – full service

 

6.3%

 

6.4%

 

7.0%

7.

 

Health and fitness

 

3.8%

 

3.9%

 

4.1%

8.

 

Theaters

 

3.5%

 

3.7%

 

3.8%

9.

 

Automotive parts

 

3.2%

 

3.2%

 

2.4%

10.

 

Equipment rental

 

3.0%

 

3.1%

 

3.1%

11.

 

Wholesale clubs

 

2.2%

 

2.3%

 

2.3%

12.

 

Early childhood education

 

2.2%

 

1.4%

 

1.1%

13.

 

Drug stores

 

1.9%

 

2.0%

 

2.1%

14.

 

Home improvement

 

1.9%

 

1.9%

 

2.0%

15.

 

Discount retail

 

1.9%

 

1.4%

 

1.4%

16.

 

Medical service providers

 

1.7%

 

1.8%

 

1.9%

17.

 

Pet supplies and services

 

1.7%

 

1.7%

 

1.6%

18.

 

Furniture

 

1.2%

 

1.2%

 

1.3%

19.

 

Travel plazas

 

1.1%

 

1.2%

 

1.2%

20.

 

Automobile auctions, wholesale

 

1.1%

 

1.1%

 

1.0%

 

Other

 

7.4%

 

7.1%

 

6.8%

 

 

 

 

100.0%

 

100.0%

 

100.0%

Property Acquisitions. The following table summarizes the Property acquisitions (dollars in thousands):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Acquisitions:

 

 

 

 

 

 

 

 

 

 

 

 

Number of Properties

 

 

89

 

 

 

45

 

 

 

130

 

 

 

127

 

Gross leasable area (square feet)(1)

 

 

1,061,000

 

 

 

1,399,000

 

 

 

1,365,000

 

 

 

2,230,000

 

Weighted average cap rate(2)

 

 

7.3

%

 

 

7.4

%

 

 

7.4

%

 

 

7.4

%

Total dollars invested(3)

 

$

291,009

 

 

$

232,536

 

 

$

436,403

 

 

$

464,929

 

 

(1)

Includes additional square footage from completed construction on existing Properties.

(2)

Calculated as the initial cash annual base rent divided by the total purchase price of the Properties.

(3)

Includes dollars invested in projects under construction or tenant improvements for each respective period.

NNN typically funds Property acquisitions either through borrowings under NNN's Credit Facility (as defined in "Capital Structure – Line of Credit Payable"), by issuing its debt or equity securities in the capital markets, with undistributed funds from operations or with proceeds from the sale of Properties.

25


 

Property Dispositions. The following table summarizes the properties sold by NNN (dollars in thousands):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Number of properties(1)

 

 

26

 

 

 

23

 

 

 

51

 

 

 

33

 

Gross leasable area (square feet)

 

 

195,000

 

 

 

358,000

 

 

 

441,000

 

 

 

430,000

 

Net sales proceeds

 

$

36,734

 

 

$

51,248

 

 

$

72,561

 

 

$

67,087

 

Net gain on disposition of real estate

 

$

9,105

 

 

$

16,198

 

 

$

21,290

 

 

$

20,011

 

Weighted average cap rate(2)

 

 

5.6

%

 

 

6.2

%

 

 

6.6

%

 

 

5.7

%

 

(1)

Sold 35 vacant and 16 income producing properties during the six months ended June 30, 2026 compared to 14 vacant and 19 income producing properties sold during the six months ended June 30, 2025.

(2)

Calculated as the cash annual base rent divided by the total gross proceeds received for the occupied properties.

NNN typically uses the disposition proceeds to either pay down the Credit Facility or reinvest in real estate.

Analysis of Revenues

The following table summarizes NNN's revenues (dollars in thousands):

 

 

Quarter Ended
June 30,

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

2026

 

 

2025

 

 

Change

 

 

2026

 

 

2025

 

 

Change

 

Rental Revenues(1)

 

$

237,827

 

 

$

222,110

 

 

$

15,717

 

 

$

471,796

 

 

$

447,166

 

 

$

24,630

 

Real estate expenses reimbursed from tenants(2)

 

 

4,855

 

 

 

4,388

 

 

 

467

 

 

 

10,900

 

 

 

9,906

 

 

 

994

 

Rental income

 

 

242,682

 

 

 

226,498

 

 

 

16,184

 

 

 

482,696

 

 

 

457,072

 

 

 

25,624

 

Interest and other income from real estate transactions

 

 

1,584

 

 

 

304

 

 

 

1,280

 

 

 

1,994

 

 

 

584

 

 

 

1,410

 

Total revenues

 

$

244,266

 

 

$

226,802

 

 

$

17,464

 

 

$

484,690

 

 

$

457,656

 

 

$

27,034

 

 

(1)

Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Revenues").

(2)

See "Results of Operations – Analysis of Expenses – Real Estate" for additional information.

Rental Income. Rental income increased for the quarter and six months ended June 30, 2026, compared to the same periods in 2025. The increase is primarily due to the Rental Revenues from NNN's recent Property acquisitions (see "Results of Operations – Property Analysis – Property Acquisitions").

26


 

Analysis of Expenses

The following table summarizes NNN's expenses (dollars in thousands):

 

 

Quarter Ended
June 30,

 

 

 

 

 

Six Months Ended
June 30,

 

 

 

 

 

 

2026

 

 

2025

 

 

Change

 

 

2026

 

 

2025

 

 

Change

 

General and administrative

 

$

14,057

 

 

$

11,217

 

 

$

2,840

 

 

$

28,163

 

 

$

24,225

 

 

$

3,938

 

Real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reimbursed from tenants

 

 

4,855

 

 

 

4,388

 

 

 

467

 

 

 

10,900

 

 

 

9,906

 

 

 

994

 

Non-reimbursed

 

 

3,411

 

 

 

4,450

 

 

 

(1,039

)

 

 

7,165

 

 

 

8,307

 

 

 

(1,142

)

Total real estate

 

 

8,266

 

 

 

8,838

 

 

 

(572

)

 

 

18,065

 

 

 

18,213

 

 

 

(148

)

Depreciation and amortization

 

 

71,025

 

 

 

68,349

 

 

 

2,676

 

 

 

141,822

 

 

 

132,966

 

 

 

8,856

 

Leasing transaction costs

 

 

212

 

 

 

74

 

 

 

138

 

 

 

356

 

 

 

204

 

 

 

152

 

Impairment losses – real estate, net of recoveries

 

 

8,067

 

 

 

4,535

 

 

 

3,532

 

 

 

18,747

 

 

 

6,047

 

 

 

12,700

 

Retirement and severance costs

 

 

368

 

 

 

191

 

 

 

177

 

 

 

802

 

 

 

2,364

 

 

 

(1,562

)

Total operating expenses

 

$

101,995

 

 

$

93,204

 

 

$

8,791

 

 

$

207,955

 

 

$

184,019

 

 

$

23,936

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

$

(35

)

 

$

(15

)

 

$

(20

)

 

$

(63

)

 

$

(344

)

 

$

281

 

Interest expense

 

 

53,487

 

 

 

49,282

 

 

 

4,205

 

 

 

106,213

 

 

 

97,005

 

 

 

9,208

 

Total other expenses

 

$

53,452

 

 

$

49,267

 

 

$

4,185

 

 

$

106,150

 

 

$

96,661

 

 

$

9,489

 

 

As a percentage of total revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

5.8

%

 

 

4.9

%

 

 

 

 

5.8

%

 

 

5.3

%

 

 

Non-reimbursed real estate

 

 

1.4

%

 

 

2.0

%

 

 

 

 

1.5

%

 

 

1.8

%

 

 

General and Administrative. General and administrative expenses increased in amount and as a percentage of total revenues for the quarter and six months ended June 30, 2026, as compared to the same periods in 2025. The increase was primarily attributable to an increase in compensation costs.

Real Estate. Total real estate expenses decreased for both the quarter and six months ended June 30, 2026, compared to the same periods in 2025. NNN focuses on non-reimbursed real estate expenses (total real estate expenses, net of reimbursements from tenants). In most cases, these expenses are attributable to (i) Properties for which the lease terms do not obligate the tenant to pay certain operating expenses, or (ii) vacant Properties. Non-reimbursed real estate expenses decreased in amount and as a percentage of total revenues for the quarter and six months ended June 30, 2026, compared to the same periods in 2025 primarily due to a decrease in the number of vacant Properties.

Depreciation and Amortization. Depreciation and amortization expenses increased for the quarter and six months ended June 30, 2026, compared to the same periods in 2025. The increase was primarily attributable to the increase in NNN's Property Portfolio from recent acquisitions and was partially offset by recent dispositions (see "Results of Operations – Property Analysis").

Impairment Losses – Real Estate, Net of Recoveries. As a result of NNN's review of long-lived real estate assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries for the quarters and six months ended June 30, 2026 and 2025, which were less than one percent of NNN's total assets for the respective periods as reported on the Condensed Consolidated Balance Sheets. Due to NNN's core business of investing in real estate leased primarily to tenants under long-term net leases, the inherent risks of owning commercial real estate and unknown potential changes in financial and economic conditions that may impact NNN's tenants, NNN believes it is reasonably possible to incur real estate impairment charges in the future.

27


 

Retirement and Severance Costs. In March 2025, the former Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer retired from employment. During the quarters and six months ended June 30, 2026 and 2025, NNN recorded retirement and severance costs in connection with this retirement and transition agreement along with the departure of certain other associates.

Interest Expense. Interest expense increased for the quarter and six months ended June 30, 2026, compared to the same periods in 2025. The following represents the primary changes in fixed rate long-term debt that impacted interest expense:

in July 2025, issued $500,000,000 aggregate principal amount of 4.600% notes due February 2031, and
in November 2025, redeemed $400,000,000 aggregate principal amount of 4.000% notes due November 2025.

In addition to the transactions outlined above, the following represents the primary changes in variable rate long-term debt that impacted interest expense:

during the six months ended June 30, 2026, NNN drew $500,000,000 on its senior unsecured term loan (the "Term Loan"). The Term Loan had a weighted average outstanding balance of $270,166,000 at a weighted average interest rate of 4.13% for the six months ended June 30, 2026 (see "Capital Structure – Term Loan"), and
the Credit Facility had a weighted average outstanding balance of $117,913,000 with a weighted average interest rate of 4.44% for the six months ended June 30, 2026, compared to a weighted average outstanding balance of $113,919,000 with a weighted average interest rate of 5.22% for the same period in 2025.

Liquidity and Capital Resources

NNN's demand for funds has been and will continue to be for (i) payment of operating expenses and dividends, (ii) property acquisitions and construction commitments, (iii) capital expenditures, (iv) payment of principal and interest on its outstanding debt, and (v) other investments.

Financing Strategy. NNN's financing objective is to manage its capital structure effectively in order to provide sufficient capital to execute its operating and investing strategies while servicing its debt requirements, maintaining its investment grade credit ratings, staggering debt maturities and providing value to NNN's stockholders. NNN's capital resources have and will continue to include, if available (i) proceeds from issuing debt or equity in the capital markets; (ii) secured or unsecured borrowings from banks or other lenders; (iii) proceeds from the sale of Properties; and (iv) to a lesser extent, by internally generated funds as well as undistributed funds from operations. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to NNN.

NNN expects to fund both its short-term and long-term liquidity requirements, including investments in additional properties, with cash and cash equivalents, cash provided from operations, borrowings from the Credit Facility, proceeds from the settlement of outstanding forward sale agreements or proceeds from the sale of Properties. As of June 30, 2026, NNN had $4,223,000 of cash and cash equivalents and $1,171,500,000 available for future borrowings under the Credit Facility. In addition, NNN had estimated net proceeds of $272,109,000 available from outstanding unsettled forward sale agreements. NNN may also fund liquidity requirements with new debt or equity issuances. NNN also has the ability to limit future property acquisitions and strategically increase property dispositions. NNN expects these liquidity sources and the discretionary nature of its property acquisition funding needs will allow NNN to meet its financial obligations over the long term.

Cash Flows. NNN had $4,223,000 of cash and cash equivalents, none of which was restricted or cash held in escrow at June 30, 2026. The table below summarizes NNN's cash flows (dollars in thousands):

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

Cash, cash equivalents and restricted cash:

 

 

 

 

 

 

Provided by operating activities

 

$

328,579

 

 

$

322,702

 

Used in investing activities

 

 

(356,708

)

 

 

(386,969

)

Provided by financing activities

 

 

26,530

 

 

 

61,953

 

Decrease in cash, cash equivalents and restricted cash

 

 

(1,599

)

 

 

(2,314

)

Cash, cash equivalents and restricted cash at the beginning of the period

 

 

5,822

 

 

 

9,062

 

Cash, cash equivalents and restricted cash at the end of the period

 

$

4,223

 

 

$

6,748

 

 

28


 

Cash flow activities include:

Operating Activities. Cash provided by operating activities represents cash received from rental income less cash used for general and administrative and interest expenses. NNN's cash flow from operating activities has been sufficient to pay the distributions for each period presented. The change in cash provided by operations for the six months ended June 30, 2026 and 2025, is the result of changes in revenues and expenses as discussed in "Results of Operations." Cash generated from operations is expected to fluctuate in the future.

Investing Activities. Changes in cash for investing activities are largely attributable to the acquisitions and dispositions of Properties as discussed in "Results of Operations – Property Analysis." NNN typically uses cash on hand, borrowings from its Credit Facility or proceeds from the sale of Properties to fund the acquisition of its Properties.

Financing Activities. NNN's financing activities for the six months ended June 30, 2026, included the following significant transactions:

$319,600,000 in net repayments of NNN’s Credit Facility,
$500,000,000 in borrowings of NNN’s Term Loan,
$73,279,000 in net proceeds from the issuance of 1,667,232 shares of common stock in connection with the at-the-market equity program ("ATM"),
$1,337,000 in net proceeds from the issuance of 30,874 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan ("DRIP"), and
$227,122,000 in dividends paid to common stockholders.

Material Cash Requirements

NNN's material cash requirements include (i) long-term debt maturities; (ii) interest on long-term debt; (iii) common stock dividends (although all future distributions will be declared and paid at the discretion of the Board of Directors); and (iv) to a lesser extent, Property construction and other Property related costs that may arise.

The table below presents material cash requirements related to NNN's long-term obligations outstanding as of June 30, 2026 (see "Capital Structure") (dollars in thousands):

 

 

Date of Obligation

 

 

 

Total

 

 

2026

 

 

2027

 

 

2028

 

 

2029

 

 

2030

 

 

Thereafter

 

Long-term debt(1)

 

$

4,550,000

 

 

$

350,000

 

 

$

400,000

 

 

$

400,000

 

 

$

 

 

$

400,000

 

 

$

3,000,000

 

Long-term debt – interest(2)

 

 

1,911,506

 

 

 

92,100

 

 

 

169,733

 

 

 

155,067

 

 

 

141,450

 

 

 

134,367

 

 

 

1,218,789

 

Term Loan

 

 

500,000

 

 

 

 

 

 

 

 

 

 

 

 

500,000

 

 

 

 

 

 

 

Term Loan – interest(3)

 

 

54,153

 

 

 

10,315

 

 

 

20,630

 

 

 

20,630

 

 

 

2,578

 

 

 

 

 

 

 

Credit Facility

 

 

28,500

 

 

 

 

 

 

 

 

 

28,500

 

 

 

 

 

 

 

 

 

 

Total contractual cash obligations

 

$

7,044,159

 

 

$

452,415

 

 

$

590,363

 

 

$

604,197

 

 

$

644,028

 

 

$

534,367

 

 

$

4,218,789

 

 

(1)

Includes only principal amounts outstanding under notes payable and excludes unamortized note discounts and debt costs.

(2)

Interest calculation on notes payable based on stated rate of the principal amount.

(3)

Interest calculation on Term Loan based on weighted average rate of 4.13% (see "Capital Structure – Term Loan").

Property Construction. NNN has committed to fund construction on 26 Properties. The improvements on such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at June 30, 2026, are outlined in the table below (dollars in thousands):

Total commitment(1)

 

$

145,513

 

Less amount funded

 

 

(70,199

)

Remaining commitment

 

$

75,314

 

 

(1)

Includes land, construction costs, tenant improvements, lease costs, capitalized interest and third-party costs.

 

29


 

Management anticipates satisfying these obligations with a combination of NNN's cash provided from operations, current capital resources on hand, its Credit Facility, debt or equity financings and property dispositions.

Properties. In most cases, the Property leases provide for initial terms of 10 to 20 years and a triple-net lease structure, pursuant to which the tenant bears responsibility for operating expenses of the Property, including utilities, real estate taxes and assessments, property and liability insurance, maintenance, repairs and capital expenditures. Therefore, management anticipates that capital demands to meet obligations with respect to these Properties will be modest for the foreseeable future and can be met with funds from operations and working capital. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses associated with the Property. Management anticipates the costs associated with these Properties, NNN's vacant Properties or those Properties that become vacant will also be met with funds from operations and working capital. NNN may be required to borrow under its Credit Facility or use other sources of capital in the event of significant capital expenditures or major repairs.

The lost revenues and increased property expenses resulting from vacant Properties or the inability to collect lease payments could have a material adverse effect on the liquidity and results of operations if NNN is unable to re-lease the Properties at comparable rental rates and in a timely manner.

As of June 30, 2026, NNN owned 35 vacant, un-leased Properties which accounted for less than one percent of total Properties and of aggregate gross leasable area held in the Property Portfolio.

Additionally, as of July 31, 2026, less than one percent of total ABR, total Properties and aggregate gross leasable area held in the Property Portfolio, was leased to one tenant currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, this tenant has the right to reject or affirm their leases with NNN.

NNN generally monitors the financial performance of its significant tenants on an ongoing basis.

Dividends. One of NNN's primary objectives is to distribute a substantial portion of its funds available from operations to its stockholders in the form of dividends, while retaining sufficient cash for reserves and working capital purposes and maintaining its status as a REIT.

The following table outlines the dividends declared and paid for NNN's common stock (dollars in thousands, except per share data):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Dividends

 

$

113,620

 

 

$

108,566

 

 

$

227,122

 

 

$

216,901

 

Per share

 

 

0.600

 

 

 

0.580

 

 

 

1.200

 

 

 

1.160

 

In July 2026, NNN declared a dividend of $0.620 per share, which is payable in August 2026 to its common stockholders of record as of July 31, 2026.

Capital Structure

NNN has used, and expects to use in the future, cash and various forms of debt and equity securities to fund property acquisitions and construction on its Properties and to pay down or refinance its outstanding debt.

The following is a summary of NNN's total debt outstanding as of (dollars in thousands):

 

 

June 30,
2026

 

 

Percentage
of Total

 

 

December 31, 2025

 

 

Percentage
of Total

 

Line of credit payable

 

$

28,500

 

 

 

0.6

%

 

$

348,100

 

 

 

7.2

%

Term loan payable, net

 

 

496,835

 

 

 

9.9

%

 

 

 

 

 

%

Notes payable, net

 

 

4,475,938

 

 

 

89.5

%

 

 

4,472,324

 

 

 

92.8

%

Total debt outstanding

 

$

5,001,273

 

 

 

100.0

%

 

$

4,820,424

 

 

 

100.0

%

 

30


 

Line of Credit Payable. NNN's $1,200,000,000 unsecured revolving credit facility (the "Credit Facility") had a weighted average outstanding balance of $117,913,000 and a weighted average interest rate of 4.44% during the six months ended June 30, 2026. In December 2025, NNN entered into an amendment to the Credit Facility to remove the 10 basis point Secured Overnight Financing Rate ("SOFR") credit spread adjustment. In June 2026, NNN amended its Credit Facility to lower the applicable margin by five basis points, resulting in a new interest rate of SOFR plus 72.5 basis points, subject to change based on a tiered margin structure tied to NNN's credit rating. Additionally, as part of NNN's environmental, social and governance ("ESG") initiative, pricing may be reduced if specified ESG metrics are achieved. The Credit Facility matures in April 2028, unless the Company exercises its options to extend maturity to April 2029. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000, subject to lender approval. In connection with the Credit Facility, NNN incurred loan costs of $36,335,000 which are included in debt costs on the Condensed Consolidated Balance Sheets. As of June 30, 2026, there was $28,500,000 outstanding and $1,171,500,000 was available for future borrowings under the Credit Facility, and NNN was in compliance with the Credit Facility financial covenants.

Term Loan. In December 2025, NNN entered into a $300,000,000 senior unsecured term loan (the "Term Loan") featuring a six-month delayed draw commitment period. In June 2026, NNN exercised its accordion option to increase the facility size to $500,000,000 and amended the Term Loan to reduce the applicable margin from 85 to 80 basis points. As amended, the Term Loan bears interest at SOFR plus 80 basis points, subject to a tiered margin structure based on NNN's credit rating. The Term Loan matures in February 2029, with options to extend maturity to February 2031.

To hedge the risk of changes in forecasted interest payments on the Term Loan, NNN entered into forward starting swaps with a total notional value of $400,000,000 that fix SOFR at 3.30%. As of June 30, 2026, NNN had the following outstanding interest rate derivatives that were designated as cash flow hedges (dollars in thousands):

# of Swap Agreements

 

Aggregate Notional Amount

 

 

Fixed Rate Paid(1)

 

Estimated Fair Value(2)

 

 

Effective Date

 

Maturity Date

Two(3)

 

$

200,000

 

 

3.22%

 

$

3,271

 

 

January 15, 2026

 

January 15, 2029

One(3)

 

 

100,000

 

 

3.32%

 

 

1,436

 

 

February 13, 2026

 

February 15, 2029

One(3)

 

 

100,000

 

 

3.43%

 

 

1,147

 

 

June 15, 2026

 

February 15, 2029

Total

 

$

400,000

 

 

3.30%

 

$

5,854

 

 

 

 

 

 

(1)

Fixed rate paid is average of strike price for the associated hedges.

(2)

Included in other assets and other comprehensive income on the Condensed Consolidated Balance Sheets (see "Note 8 – Fair value of Financial Instruments").

(3)

No hedge ineffectiveness was recognized during the six months ended June 30, 2026.

During the six months ended June 30, 2026, the Term Loan had a weighted average outstanding balance of $270,166,000 and a weighted average interest rate of 4.13%, inclusive of the outstanding swaps and the applicable margin. In connection with the Term Loan, NNN incurred loan costs of $3,604,000 which are included in term loan payable on the Condensed Consolidated Balance Sheets. As of June 30, 2026, there was $500,000,000 outstanding, and NNN was in compliance with the Term Loan financial covenants.

Universal Shelf Registration Statement. In August 2023, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which became automatically effective ("Universal Shelf"). The Universal Shelf permits the issuance by NNN of an indeterminate amount of debt and equity securities, including preferred stock, depositary shares, common stock, stock purchase contracts, rights, warrants and units.

31


 

Debt Securities – Notes Payable. Each of NNN's outstanding series of unsecured notes is summarized in the table below (dollars in thousands):

Notes(1)

 

Issue Date

 

Principal

 

 

Discount(2)

 

 

Net
Price

 

 

Stated
Rate

 

Effective
Rate
(3)

 

Maturity Date

2026(4)

 

December 2016

 

$

350,000

 

 

$

3,860

 

 

$

346,140

 

 

3.600%

 

3.733%

 

December 2026(5)(6)

2027(4)

 

September 2017

 

 

400,000

 

 

 

1,628

 

 

 

398,372

 

 

3.500%

 

3.548%

 

October 2027(5)

2028(4)

 

September 2018

 

 

400,000

 

 

 

2,848

 

 

 

397,152

 

 

4.300%

 

4.388%

 

October 2028(5)

2030(4)

 

March 2020

 

 

400,000

 

 

 

1,288

 

 

 

398,712

 

 

2.500%

 

2.536%

 

April 2030(5)

2031(4)

 

July 2025

 

 

500,000

 

 

 

4,090

 

 

 

495,910

 

 

4.600%

 

4.766%

 

February 2031(5)

2033

 

August 2023

 

 

500,000

 

 

 

11,620

 

 

 

488,380

 

 

5.600%

 

5.905%

 

October 2033

2034

 

May 2024

 

 

500,000

 

 

 

6,160

 

 

 

493,840

 

 

5.500%

 

5.662%

 

June 2034

2048

 

September 2018

 

 

300,000

 

 

 

4,239

 

 

 

295,761

 

 

4.800%

 

4.890%

 

October 2048

2050

 

March 2020

 

 

300,000

 

 

 

6,066

 

 

 

293,934

 

 

3.100%

 

3.205%

 

April 2050

2051

 

March 2021

 

 

450,000

 

 

 

8,406

 

 

 

441,594

 

 

3.500%

 

3.602%

 

April 2051

2052(4)

 

September 2021

 

 

450,000

 

 

 

10,422

 

 

 

439,578

 

 

3.000%

 

3.118%

 

April 2052

 

 

 

 

$

4,550,000

 

 

$

60,627

 

 

$

4,489,373

 

 

 

 

 

 

 

 

(1)

The proceeds from each note issuance were used to (i) pay down the outstanding balance on the Credit Facility, (ii) redeem notes payable prior to maturity, (iii) redeem outstanding preferred stock, (iv) fund future property acquisitions, and/or (v) for general corporate purposes.

(2)

The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest method.

(3)

Includes the effects of the discount at issuance.

(4)

NNN entered into forward starting swaps which hedged the risk of changes in forecasted interest payments on forecasted issuance of long-term debt. Upon the issuance of a series of unsecured notes, NNN terminated such derivatives, and the resulting fair value was deferred in other comprehensive income. The deferred liability (asset) is being amortized over the term of the hedged forecasted transaction using the effective interest method.

(5)

The aggregate principal balance of the unsecured note maturities for the next five years is $2,050,000.

(6)

NNN may use proceeds from the Credit Facility and/or potential debt or equity offerings to repay the outstanding debt.

Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured debt of NNN. NNN may redeem each series of notes, in whole or in part, at any time prior to the par call date for the notes at the redemption price as set forth in the applicable supplemental indenture relating to the notes; provided, however, that if NNN redeems the notes on or after the par call date, the redemption price will equal 100 percent of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.

In connection with the outstanding note offerings, NNN incurred debt issuance costs totaling $44,420,000 consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses. Debt issuance costs for all note issuances have been deferred and presented as a reduction to notes payable and are being amortized over the term of the respective notes using the effective interest method.

In accordance with the terms of the indentures, pursuant to which NNN's notes have been issued, NNN is required to meet certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios and (ii) certain interest coverage. At June 30, 2026, NNN was in compliance with those covenants.

NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as hedges.

32


 

Equity Securities

At-The-Market Offerings. NNN has established an ATM which allows NNN to sell shares of common stock from time to time. The following table outlines NNN's ATM: (dollars in thousands):

 

 

2023 ATM

 

Shelf registration statement:

 

 

 

Effective date

 

August 2023

 

Termination date

 

August 2026

 

Total allowable shares

 

 

17,500,000

 

As of June 30, 2026:

 

 

 

Total shares issued

 

 

8,247,225

 

Total unsettled shares subject to forward sale agreements(1)

 

 

5,999,528

 

Total remaining allowable shares(2)

 

 

3,253,247

 

Anticipated net proceeds from unissued shares(3)

 

$

272,099

 

 

(1)

 

NNN may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sales of those shares on one or more forward settlement dates, which shall occur no later than July 2027.

(2)

Includes impact of outstanding forward sale agreements.

(3)

Includes impact of forward price adjustments through June 30, 2026. Subject to certain conditions, NNN has the right to elect cash or net share settlement rather than physical settlement of the forward sale agreements, which, if elected, could result in cash outflows rather than share issuances. NNN currently intends to physically settle its forward sale agreements.

The following table outlines the common stock activity pursuant to NNN's ATM (dollars in thousands, except per share data):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Common stock:

 

 

 

 

 

 

 

 

 

 

 

 

Shares(1)

 

 

5,999,528

 

 

 

236,906

 

 

 

7,666,760

 

 

 

236,906

 

Average sale price per share

 

$

45.91

 

 

$

43.18

 

 

$

45.70

 

 

$

43.18

 

Common stock issued:

 

 

 

 

 

 

 

 

 

 

 

 

Shares(2)

 

 

1,667,232

 

 

 

236,906

 

 

 

1,667,232

 

 

 

236,906

 

Average price per share (gross)

 

$

44.76

 

 

$

43.18

 

 

$

44.76

 

 

$

43.18

 

Gross proceeds

 

$

74,617

 

 

$

10,230

 

 

$

74,617

 

 

$

10,230

 

Less: stock issuance costs(3)

 

 

(1,238

)

 

 

(167

)

 

 

(1,338

)

 

 

(252

)

Net proceeds

 

$

73,379

 

 

$

10,063

 

 

$

73,279

 

 

$

9,978

 

 

(1)

 

Includes 5,999,528, and 7,666,760 shares of common stock sold pursuant to forward sale agreements as of the quarter and six months ended June 30, 2026, respectively. There were no shares of common stock sold pursuant to forward sales agreements as of the quarter and six months ended June 30, 2025.

(2)

Includes 1,667,232 shares of common stock issued in settlement of forward sale agreements during the quarter and six months ended June 30, 2026. There were no shares of common stock issued in settlement of forward sale agreements during the quarter and six months ended June 30, 2025.

(3)

Stock issuance costs consist primarily of underwriters' and agents' fees and commissions and legal and accounting fees.

 

 

 

33


 

Dividend Reinvestment and Stock Purchase Plan. In February 2024, NNN filed a shelf registration statement for its DRIP with the Commission that was automatically effective and permits NNN to issue up to 4,000,000 shares of common stock. NNN's DRIP provides an economical and convenient way for current stockholders and other interested new investors to invest in NNN's common stock. The following outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):

 

 

Quarter Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Shares of common stock

 

 

14,553

 

 

 

17,316

 

 

 

30,874

 

 

 

34,092

 

Net proceeds

 

$

638

 

 

$

707

 

 

$

1,337

 

 

$

1,363

 

 

Critical Accounting Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles. The unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The preparation of NNN's unaudited condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as other disclosures in the unaudited condensed consolidated financial statements. Estimates are sensitive to evaluations by management about current and future expectations of market and economic conditions. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on NNN's consolidated financial statements. A summary of NNN's critical accounting estimates is included in NNN's 2025 Annual Report. NNN has not made any material changes to these policies during the periods covered by this Quarterly Report on Form 10-Q.

34


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

NNN is exposed to interest rate risk primarily as a result of its variable rate Credit Facility and Term Loan and its fixed rate long-term debt which is used to finance NNN's Property acquisitions and construction commitments, as well as for general corporate purposes. NNN's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to reduce overall borrowing costs. To achieve its objectives, NNN borrows at both fixed and variable rates on its long-term debt and periodically uses derivatives to hedge the interest rate risk of future borrowings.

As of June 30, 2026, NNN's variable rate Credit Facility had $28,500,000 outstanding and a weighted average outstanding balance of $117,913,000 with a weighted average interest rate of 4.44% for the six months ended June 30, 2026 compared to a weighted average outstanding balance of $113,919,000 with a weighted average interest rate of 5.22% for the same period in 2025.

As of June 30, 2026, the Term Loan had an outstanding balance of $500,000,000. NNN previously entered into forward starting swaps, each effective during the six months ended June 30, 2026, with a total notional value of $400,000,000. The swaps exchange the variable interest rate SOFR component on the Term Loan to a weighted average fixed interest rate of 3.30%.

For the six months ended June 30, 2026, the Term Loan had a weighted average outstanding balance of $270,166,000 and a weighted average interest rate of 4.13%, inclusive of the swaps and the applicable margin. As of June 30, 2026, the interest rate swaps were valued as an asset of approximately $5,854,000.

The table below summarizes NNN's market risks associated with its outstanding debt obligations as of June 30, 2026, detailing principal payments and related interest rates by maturity year. The table incorporates only debt obligations that existed as of June 30, 2026, and it does not account for future obligations and therefore has limited predictive value. Actual realized gains or losses from interest rate fluctuations will depend on future exposures, interest rates and NNN's hedging strategies. If interest rates on NNN's variable rate debt increased by one percent, NNN's interest expense would have increased by less than two percent for the six months ended June 30, 2026.

Debt Obligations(1) (dollars in thousands)

 

 

 

 

Credit Facility

 

 

Term Loan(2)

 

 

Unsecured Debt(3)

 

 

 

 

Debt
Obligation

 

 

Weighted
Average
Interest Rate

 

 

Debt
Obligation

 

 

Weighted Average
Interest
Rate

 

 

Principal
Debt
Obligation

 

 

Effective
Interest
Rate

 

 

2026

 

$

 

 

 

 

 

$

 

 

 

 

 

$

350,000

 

 

 

3.73

%

 

2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

400,000

 

 

 

3.55

%

 

2028

 

 

28,500

 

 

 

4.44

%

 

 

 

 

 

 

 

 

400,000

 

 

 

4.39

%

 

2029

 

 

 

 

 

 

 

 

500,000

 

 

 

4.13

%

(4)

 

 

 

 

 

 

2030

 

 

 

 

 

 

 

 

 

 

 

 

 

 

400,000

 

 

 

2.54

%

 

Thereafter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,000,000

 

 

 

4.54

%

(5)

Total

 

$

28,500

 

 

 

4.44

%

 

$

500,000

 

 

 

4.13

%

 

$

4,550,000

 

 

 

4.20

%

 

Fair Value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2026

 

$

28,500

 

 

 

 

 

$

500,000

 

 

 

 

 

$

4,086,492

 

 

 

 

 

December 31, 2025

 

$

348,100

 

 

 

 

 

$

 

 

 

 

 

$

4,124,161

 

 

 

 

 

 

(1)

NNN's unsecured debt obligations have a weighted average interest rate of 4.19% and a weighted average maturity of 10.1 years.

(2)

Principal only. Excludes unamortized debt costs of $3,165.

(3)

Includes NNN's notes payable, each exclude unamortized discounts and debt costs. The fair value is based upon quoted market prices as of the close of the period, which is a Level 1 valuation since NNN's notes payable are publicly traded on the over-the-counter market.

(4)

SOFR component swapped to a weighted average fixed rate of 3.30% on $400,000 notional.

(5)

Weighted average effective interest rate for years after 2030.

 

35


 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. An evaluation was performed under the supervision and with the participation of NNN's management, including NNN's Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer and Chief Technology Officer ("NNN's Chief Officers"), of the effectiveness as of June 30, 2026, of the design and operation of NNN's disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, NNN's Chief Officers concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting. There has been no change in NNN's internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NNN's internal control over financial reporting.

36


 

PART II. OTHER INFORMATION

Item 1A. Risk Factors.

There were no material changes in NNN's risk factors disclosed in Item 1A. Risk Factors in NNN's Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Mine Safety Disclosures. Not applicable.

Item 5. Other Information. None.

Item 6. Exhibits

The following exhibits are filed with the Securities and Exchange Commission ("Commission") as a part of this report, unless otherwise noted, each exhibit was previously filed with the Commission and is incorporated by reference below.

 

10.

Material Contracts

 

 

 

 

 

 

 

 

10.1

First Amendment to Term Loan Agreement and Agreement Regarding Additional Term Loans, dated as of June 23, 2026, by and among the Registrant, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein (filed on June 23, 2026 as Exhibit 10.1 to Registrant's Current Report on Form 8-K).

 

 

 

 

 

 

 

 

10.2

Second Amendment to the Third Amended and Restated Credit Agreement, dated as of June 23, 2026, by and among the Registrant, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein (filed on June 23, 2026 as Exhibit 10.2 to Registrant's Current Report on Form 8-K).

 

 

 

 

 

 

 

31.

Section 302 Certifications(1)

 

 

 

 

 

 

 

 

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

 

 

 

 

 

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

 

 

 

32.

Section 906 Certifications(1)

 

 

 

 

 

 

 

 

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

 

 

 

 

 

 

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

 

 

101.

Interactive Data File

 

 

 

 

 

 

 

 

101.1

The following materials from the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2026, are formatted in Inline Extensible Business Reporting Language ("Inline XBRL"): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of income and comprehensive income, (iii) condensed consolidated statements of equity, (iv) condensed consolidated statements of cash flows, and (v) notes to condensed consolidated financial statements.

 

 

 

 

 

 

37


 

 

104.

Cover Page Interactive Data File

 

 

 

 

 

 

104.1

The cover page XBRL tags are embedded within the Inline XBRL document and included in Exhibit 101.

 

(1)

In accordance with Item 601(b)(32) of Regulation S-K, this exhibit is not deemed "filed" for purposes of section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

 

 

38


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATED this 5th day of August, 2026.

NNN REIT, INC.

 

 

By:

/s/ Stephen A. Horn, Jr.

 

Stephen A. Horn, Jr.

 

 

President, Chief Executive Officer and Director

 

 

 

 

By:

/s/ Vincent H. Chao

 

Vincent H. Chao

 

 

Executive Vice President and Chief Financial Officer

 

 

 

39