NNN REIT, INC.
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
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Mar 31, 2026 · Filed Apr 30, 2026
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Notes to Condensed Consolidated Financial Statements
March 31, 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").
| Property Portfolio: | |
|---|---|
| Total Properties | 3,711 |
| Gross leasable area (square feet) (unaudited) | 39,597,000 |
| States | 50 |
| Weighted average remaining lease term (years) | 10.1 |
In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidance included in Topic 280, Segment Reporting, NNN's operations are reported withinone 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 ended March 31, 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$580,000 and$921,000 in capitalized interest during the development period for the quarters ended March 31, 2026 and 2025, respectively.
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.
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 $66,000 of outstanding receivables and related accrued rent during thequarter ended March 31, 2026, and reclassified certain tenants as cash basis for accounting purposes. No such outstanding receivables and related accrued rent were written off during the quarter ended March 31, 2025.
The following table summarizes those tenants classified as cash basis for accounting purposes as of March 31:
| 2026 · 2025 | ||||
|---|---|---|---|---|
| Number of tenants | 14 | 10 | ||
| Cash basis tenants as a percent of: | ||||
| Total Properties | 1.7% | 1.5% | ||
| Total Annualized Base Rent ("ABR")(1) | 4.1% | (2) | 3.4% | (3) |
| Total gross leasable area | 6.9% | 3.7% | ||
| (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) | $934,612,000 as of March 31, 2026. |
| (3) | $874,301,000 as of March 31, 2025. |
During the quarters ended March 31, 2026 and 2025, NNN recognized$9,570,000 and$7,732,000, respectively, of rental income from certain tenants for periods following their classification to cash basis for accounting purposes.
NNN includes an allowance for doubtful accounts inrental 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 March 31, 2026 and December 31, 2025, NNN had recorded real estate held for sale of $19,345,000 (13 properties) and $21,198,000 (10 properties), respectively, inreal estate portfolio on the Condensed Consolidated Balance Sheets. Seven of the properties classified as held for sale as of December 31, 2025 were sold during the quarter ended March 31, 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 isgain 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.
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$827,000 and$776,000 in restricted cash and cash held in escrow as of March 31, 2026 and December 31, 2025, respectively.
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 $36,199,000 and $36,146,000, included indebt costs on the Condensed Consolidated Balance Sheets, as of March 31, 2026 and December 31, 2025, respectively, net of accumulated amortization of $30,623,000 and $29,898,000, respectively.
Debt Costs – Term Loan. Debt costs incurred in connection with NNN's $300,000,000 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. NNN had costs of $2,465,000 and $2,429,000, included indebt costs on the Condensed Consolidated Balance Sheets, as of March 31, 2026 and December 31, 2025, respectively, net of accumulated amortization of $227,000 and $32,000, respectively.
Debt Costs – Notes Payable. Debt costs incurred in connection with the issuance of NNN's 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 innotes payable on the Condensed Consolidated Balance Sheets, as of March 31, 2026 and December 31, 2025, net of accumulated amortization of$14,582,000 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.
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 March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Basic and Diluted Earnings: | ||
| Net earnings | $93,951 | $96,458 |
| Less: Earnings allocated to unvested restricted shares | (163) | (167) |
| Net earnings used in basic and diluted earnings per share | $93,788 | $96,291 |
| Basic and Diluted Weighted Average Shares Outstanding: | ||
| Weighted average shares outstanding | 190,020,317 | 187,761,527 |
| Less: Unvested restricted shares | (271,459) | (288,296) |
| Less: Unvested contingent restricted shares | (717,046) | (618,134) |
| Weighted average shares outstanding used in basic earnings per share | 189,031,812 | 186,855,097 |
| Other dilutive securities | 426,808 | 224,987 |
| Weighted average shares outstanding used in diluted earnings per share | 189,458,620 | 187,080,084 |
The potential dilutive shares related to the forward sale agreements outstanding at March 31, 2026, were not included in the computation of earnings per share because their effects would be antidilutive.
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.
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 thequarter ended March 31, 2026 (dollars in thousands):
| Gain or Loss on Cash Flow Hedges(1) | ||
|---|---|---|
| Beginning balance, December 31, 2025 | $(6,321) | |
| Other comprehensive income (loss) | 1,798 | |
| Reclassifications from accumulated other comprehensive income to net earnings | 75 | (2) |
| Ending balance, March 31, 2026 | $(4,448) | |
| (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. NNN is currently evaluating the potential impact the adoption of ASU 2024-03 will have on its future disclosures.
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, and NNN anticipates it will have no material impact on its future disclosures.
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. NNN is currently evaluating the potential impact of the adoption of ASU 2025-09.
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.
Note 2 – Real Estate:
Real Estate – Portfolio
Leases. At March 31, 2026, NNN's real estate portfolio had a weighted average remaining lease term of 10.1 years and consisted of 3,677 leases classified as operating leases and an additional three 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):
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Land and improvements(1) | $3,138,543 | $3,100,444 |
| Buildings and improvements | 8,361,314 | 8,323,201 |
| Leasehold interests | 355 | 355 |
| 11,500,212 | 11,424,000 | |
| Less accumulated depreciation and amortization | (2,297,215) | (2,248,856) |
| 9,202,997 | 9,175,144 | |
| Work in progress and improvements | 57,151 | 42,019 |
| Accounted for using the operating method | 9,260,148 | 9,217,163 |
| Accounted for using the direct financing method | 1,135 | 1,181 |
| Classified as held for sale(2) | 19,345 | 21,198 |
| $9,280,628 | $9,239,542 |
| (1) | Includes $39,335 and $24,523 in land for Properties under construction as of March 31, 2026 and December 31, 2025, respectively. |
| (2) | As of March 31, 2026, 13 Properties were classified as held for sale. Seven of the 10 properties classified as held for sale as of December 31, 2025 were sold during the quarter ended March 31, 2026. |
NNN recognized the following revenues in rental income (dollars in thousands):
| Quarter Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Rental income from operating leases | $233,571 | $224,056 |
| Earned income from direct financing leases | 82 | 114 |
| Percentage rent | 316 | 886 |
| Rental revenues | 233,969 | 225,056 |
| Real estate expense reimbursement from tenants | 6,045 | 5,518 |
| $240,014 | $230,574 | |
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 quarters ended March 31, 2026 and 2025, NNN recognized$1,291,000 and$509,000, respectively, of net straight-line accrued rental income, net of reserves.
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):
| March 31,2026 | December 31,2025 | |
|---|---|---|
| Intangible lease assets (included in other assets): | ||
| Above-market in-place leases | $14,055 | $14,051 |
| Less: accumulated amortization | (11,249) | (11,115) |
| Above-market in-place leases, net | $2,806 | $2,936 |
| In-place leases | $117,924 | $117,302 |
| Less: accumulated amortization | (84,238) | (82,926) |
| In-place leases, net | $33,686 | $34,376 |
| Intangible lease liabilities (included in other liabilities): | ||
| Below-market in-place leases | $37,098 | $37,758 |
| Less: accumulated amortization | (26,894) | (27,293) |
| Below-market in-place leases, net | $10,204 | $10,465 |
The amounts amortized as a net increase to rental income for above-market and below-market in-place leases for the quarters ended March 31, 2026 and 2025, were$126,000 and$93,000, respectively. The value of in-place leases amortized to expense for the quarters ended March 31, 2026 and 2025, was$1,365,000 and$1,388,000, respectively.
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 March 31, | ||||
|---|---|---|---|---|
| 2026 | 2025 | |||
| # of SoldProperties | NetGain | # of SoldProperties | NetGain | |
| Gain on disposition of real estate | 25 | $12,185 | 10 | $3,813 |
Real Estate – Commitments
NNN has committed to fund construction on 24 Properties. The improvements on such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at March 31, 2026, are outlined in the table below (dollars in thousands):
| Total commitment(1) | $170,694 |
|---|---|
| Less amount funded | (96,486) |
| Remaining commitment | $74,208 |
| (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 March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Total real estate impairments, net of recoveries | $10,680 | $1,512 |
| Number of Properties: | ||
| Vacant | 11 | 2 |
| Occupied | 3 | — |
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.
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$132,576,000 and a weighted average interest rate of 4.45% during the quarter ended March 31, 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. As amended in December 2025, the Credit Facility bears interest at SOFR plus an applicable margin of 77.5 basis points; however, such applicable margin may change pursuant to a tiered margin structure based on NNN's debt 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 $36,199,000 which are included indebt costs on the Condensed Consolidated Balance Sheets. As of March 31, 2026, there was$80,000,000 outstanding and$1,120,000,000 available for future borrowings under the Credit Facility, and NNN was in compliance with each of the Credit Facility financial covenants.
Note 4 – Term Loan:
In December 2025, NNN entered into a senior unsecured term loan with a $300,000,000 capacity (the "Term Loan"). The Term Loan has a six-month delayed draw commitment period and an accordion option to increase the facility size up to $500,000,000. The Term Loan matures in February 2029, unless the Company exercises its options to extend maturity to February 2031. The Term Loan bears interest at SOFR plus an applicable margin of 85 basis points; however, such applicable margin may change pursuant to a tiered margin structure based on NNN's debt rating.
To hedge the risk of changes in forecasted interest payments on the Term Loan, NNN entered into three forward starting swaps with a total notional amount of $300,000,000 which exchange variable rate interest on the Term Loan of SOFR indexed debt to a weighted average fixed interest rate of 3.25% (see "Note 7 – Derivatives"). During the quarter ended March 31, 2026, the Term Loan had a weighted average outstanding balance of $222,222,000 and an all-in fixed interest rate of 4.10%, inclusive of the outstanding swaps and the applicable margin.
In connection with the Term Loan, NNN incurred loan costs of $2,465,000 which are included in debt costs on the Condensed Consolidated Balance Sheet. As of March 31, 2026, there was $300,000,000 outstanding under the Term Loan, and NNN was in compliance with each of 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 wereno issuances or repayments of long-term fixed rate debt during the quarter ended March 31, 2026. At March 31, 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.
At-The-Market Offerings. The following outlines NNN's ATM:
| 2023 ATM | |
|---|---|
| Shelf registration statement: | |
| Effective date | August 2023 |
| Termination date | August 2026 |
| Total allowable shares | 17,500,000 |
| Total shares issued as of March 31, 2026 | 6,579,993 |
During the quarter ended March 31, 2026, NNN sold 1,667,232 shares of common stock pursuant to forward sale agreements under the Company's ATM at a weighted average price of $44.93 per share. NNN may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sale of those shares on one or more forward settlement dates, which shall occur no later than February 2027.
There wereno issuances of common stock pursuant to NNN's ATM for the quarters ended March 31, 2026 and 2025.
As of March 31, 2026, the Company had 1,667,232 shares of unsettled common stock issued pursuant to forward sale agreements.
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 March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Shares of common stock | 16,321 | 16,776 |
| Net proceeds | $699 | $655 |
Dividends. The following table outlines the dividends declared and paid for NNN's common stock (dollars in thousands, except per share data):
| Quarter Ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Dividends | $113,502 | $108,335 |
| Per share | 0.600 | 0.580 |
In April 2026, NNN declared a dividend of$0.600 per share, which is payable in May 2026 to its common stockholders of record as of April 30, 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 March 31, 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 | Floating Rate Rate Received | Aggregate Notional Amount | Fixed Rate Paid(1) | Estimated Fair Value(2) | Effective Date | Maturity Date |
|---|---|---|---|---|---|---|
| Two(3) | SOFR | $200,000 | 3.22% | $1,599 | January 15, 2026 | January 15, 2029 |
| One(3) | SOFR | 100,000 | 3.32% | 556 | February 13, 2026 | February 15, 2029 |
| Total | $300,000 | 3.25% | $2,155 | |||
| (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 quarter ended March 31, 2026. |
As of March 31, 2026, $6,603,000 remained in accumulated other comprehensive income (loss) related to NNN's previously terminated interest rate hedges. During the quarters ended March 31, 2026 and 2025, NNN reclassified$75,000 and$460,000, respectively, out of accumulated other comprehensive income (loss) as an increase in interest expense. Over the next 12 months, NNN estimates that an additional$766,000 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.
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 approximates fair value based upon its nature, terms and variable interest rate.
Notes Payable. At March 31, 2026 and December 31, 2025, the fair value of NNN's notes payable excluding unamortized discount and debt costs were$4,067,139,000 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 March 31, 2026, the aggregate carrying value of NNN's outstanding derivative financial instruments was $2,155,000 (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 March 31, 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 withinone 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 onnet 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 astotal 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."
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.