NNN issues $500M investment-grade bonds yielding 4.766% due 2031

Rhea-AI Filing Summary

NNN REIT, Inc. priced a $500 million offering of senior unsecured notes due February 15, 2031. The notes carry a fixed 4.600% coupon, were offered at 99.182% of par to yield 4.766%, and are expected to be rated Baa1 (Moody’s) / BBB+ (S&P). Pricing reflects a +90 bp spread to the 4.000% U.S. Treasury due May 2030 (3.866% yield at pricing). Settlement is T+5 on July 1, 2025. Interest will be paid semi-annually each February 15 and August 15, starting February 15, 2026.

Redemption is permitted at a make-whole premium (Treasury +15 bp) until January 15, 2031, after which the notes are callable at par. The CUSIP/ISIN is 637417 AU0 / US637417AU00. BofA Securities, Wells Fargo Securities and eight additional banks act as joint book-running managers; two firms serve as co-managers.

The filing is a Rule 433 Free Writing Prospectus that supplements the preliminary prospectus dated June 24, 2025 under the issuer’s August 2, 2023 shelf registration.

Positive

• Investment-grade ratings (Baa1/BBB+) support comparatively low financing costs.
• Competitive pricing: +90 bp spread and 4.766% yield reflect solid market demand.
• Long-dated maturity to February 2031 diversifies the company’s debt ladder.

Negative

• Increase in outstanding debt raises fixed obligations until at least 2031.
• Issue priced below par (99.182%), implying an initial yield premium versus coupon.

Insights

Investment‐Grade Credit Analyst

TL;DR: $500 mm 6-year unsecured notes priced at IG spread of +90 bp; modest cost, adds liquidity but raises gross debt.

The offering confirms NNN REIT’s continued access to investment-grade debt markets. A 4.766% yield for a 5.6-year average life aligns with current BBB comparables, indicating sustained investor confidence at a modest concession (issue price 99.182%). Callable terms are standard, with a tight 15 bp make-whole, limiting pre-maturity refinancing risk for holders. While the filing does not disclose use-of-proceeds, the issuance increases fixed-rate debt and interest expense; leverage impact will depend on future capital deployment.

Dated June 24, 2025

Filed Pursuant to Rule 433

Registration Statement No. 333-273605

Supplementing the Preliminary Prospectus Supplement Dated

June 24, 2025 and Prospectus Dated August 2, 2023

NNN REIT, INC.

Final Term Sheet

$500,000,000 of 4.600% Notes due 2031

 

Issuer:	  	NNN REIT, Inc.
Expected Ratings (Moody’s / S&P):1	  	Baa1 / BBB+
Trade Date:	  	June 24, 2025
Settlement Date: (T+5):2	  	July 1, 2025
Security Type:	  	Senior Unsecured Notes
Maturity Date:	  	February 15, 2031
Principal Amount:	  	$500,000,000
Benchmark Treasury:	  	4.000% due May 31, 2030
Benchmark Treasury Price / Yield:	  	100-19 / 3.866%
Spread to Benchmark Treasury:	  	+90 basis points
Yield to Maturity:	  	4.766%
Price to Public:	  	99.182% of the principal amount, plus accrued and unpaid interest, if any, from July 1, 2025
Coupon (Interest Rate):	  	4.600%
Interest Payment Dates:	  	February 15 and August 15 of each year, commencing on February 15, 2026
Optional Redemption Provisions:	  	Redeemable at a make-whole redemption price prior to January 15, 2031 based on the applicable Treasury Rate plus 0.15%. On or after January 15, 2031, the redemption price will equal 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest to the redemption date.
CUSIP / ISIN:	  	637417 AU0 / US637417AU00
Joint Book-Running Managers:	  	BofA Securities, Inc. Wells Fargo Securities, LLC PNC Capital Markets LLC RBC Capital Markets, LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. Mizuho Securities USA LLC Morgan Stanley & Co. LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc.
Co-Managers:	  	Raymond James & Associates, Inc. Stifel, Nicolaus & Company, Incorporated

 

¹  A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

²  T+5 Settlement. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes before the business day before settlement will be required, by virtue of the fact that the notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement, and should consult their advisors.

The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus if you request it by contacting BofA Securities, Inc., by telephone: 1-800-294-1322 or by email at dg.prospectus_requests@bofa.com; Wells Fargo Securities, LLC, by email wfscustomerservice@wellsfargo.com or by calling toll-free at 1-800-645-3751; PNC Capital Markets LLC, by email at pnccmprospectus@pnc.com or by calling toll-free at 855-881-0697; RBC Capital Markets, LLC, by calling toll-free at 866-375-6829; TD Securities (USA) LLC, by calling toll-free at 1-855-495-9846; or U.S. Bancorp Investments, Inc., by calling toll-free at 1-877-558-2607.

 

2

FAQ

What coupon does NNN (NNN) pay on the new 2031 notes?

The notes carry a fixed 4.600% coupon paid semi-annually.

When do the NNN REIT 4.600% notes mature?

The maturity date is February 15, 2031.

What is the yield to maturity at pricing?

The notes were priced to yield 4.766% based on an issue price of 99.182%.

How are the notes rated by Moody’s and S&P?

Expected ratings are Baa1 from Moody’s and BBB+ from S&P.

Can NNN REIT redeem the notes early?

Yes, the issuer may redeem at a make-whole premium (Treasury +15 bp) before Jan 15 2031 or at par thereafter.

What is the settlement date and CUSIP/ISIN?

Settlement is July 1 2025 (T+5); CUSIP 637417 AU0 / ISIN US637417AU00.