NNN REIT, INC.

Previous wording

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 and 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:

Current wording

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:

Previous wording

As of March 31, 2026, NNN owned 3,711 Properties in all 50 states, the District of Columbia and Puerto Rico, with an aggregate gross leasable area of approximately 39,597,000 square feet and a weighted average remaining lease term of 10.1 years. As of March 31, 2026, 98.6 percent of the Properties were leased.

Current wording

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.

Previous wording

NNN continues to maintain its diversification by tenant, line of trade and geography. NNN's top line of trade concentrations are the automotive service (18.7%), convenience stores (16.3%) and restaurants (including full and limited service) (14.4%) 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 (25.3%) and southern (24.4%) 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.

Current wording

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.

Previous wording

Rental Income. Rental income increased for the quarter ended March 31, 2026, compared to the same period 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").

Current wording

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").

Previous wording

General and Administrative. General and administrative expenses increased in amount and as a percentage of total revenues for the quarter ended March 31, 2026, as compared to the same period in 2025. The increase was primarily attributable to an increase in incentive compensation costs.

Current wording

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.

Previous wording

Real Estate. Total real estate expenses increased for the quarter ended March 31, 2026, compared to the same period 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 ended March 31, 2026, compared to the same period in 2025 primarily due a decrease in the number of vacant properties.

Current wording

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.

Previous wording

Depreciation and Amortization. Depreciation and amortization expenses increased for the quarter ended March 31, 2026, compared to the same period 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").

Current wording

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").

Previous wording

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 quarter ended March 31, 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.

Current wording

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.

Previous wording

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 ended March 31, 2026 and 2025, NNN recorded retirement and severance costs primarily in connection with this retirement and transition agreement.

Current wording

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.

Previous wording

Interest Expense. Interest expense increased for the quarter ended March 31, 2026, compared to the same period in 2025. The following represents the primary changes in fixed rate long-term debt that impacted interest expense:

Current wording

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:

Previous wording

during the quarter ended March 31, 2026, NNN drew $300,000,000 on its senior unsecured term loan (the "Term Loan"). The Term Loan had a weighted average outstanding balance of $222,222,000 at a SOFR swapped all-in fixed interest rate of 4.10% for the quarter ended March 31, 2026 (see "Capital Structure – Term Loan"), and

Current wording

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

Previous wording

the Credit Facility had a weighted average outstanding balance of $132,576,000 with a weighted average interest rate of 4.45% for the quarter ended March 31, 2026, compared to a weighted average outstanding balance of $70,342,000 with a weighted average interest rate of 5.21% for the same period in 2025.

Current wording

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.

Previous wording

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 March 31, 2026, NNN had $5,397,000 of cash, cash equivalents and restricted cash or cash held in escrow and $1,120,000,000 available for future borrowings under the Credit Facility. In addition, NNN had estimated net proceeds of $73,966,000 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.

Current wording

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.

Previous wording

Cash Flows. NNN had $5,397,000 of cash, cash equivalents and restricted cash, of which $827,000 was restricted cash or cash held in escrow at March 31, 2026. The table below summarizes NNN's cash flows (dollars in thousands):

Current wording

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):

Previous wording

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 quarters ended March 31, 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.

Current wording

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.

Previous wording

Financing Activities. NNN's financing activities for the quarter ended March 31, 2026, included the following significant transactions:

Current wording

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

Previous wording

$268,100,000 in net repayments of NNN’s Credit Facility,

Current wording

$319,600,000 in net repayments of NNN’s Credit Facility,

Previous wording

$300,000,000 in net borrowings of NNN’s Term Loan,

Current wording

$500,000,000 in borrowings of NNN’s Term Loan,

Previous wording

$699,000 in net proceeds from the issuance of 16,321 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan ("DRIP"), and

Current wording

$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

Previous wording

$113,502,000 in dividends paid to common stockholders.

Current wording

$227,122,000 in dividends paid to common stockholders.

Previous wording

Property Construction. 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):

Current wording

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):

Previous wording

As of March 31, 2026, NNN owned 53 vacant, un-leased Properties which accounted for less than two percent of total Properties and of aggregate gross leasable area held in the Property Portfolio.

Current wording

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.

Previous wording

Additionally, as of April 27, 2026, NNN had no tenants currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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 was available for future borrowings under the Credit Facility, and NNN was in compliance with each of the Credit Facility financial covenants.

Current wording

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 indebt 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.

Previous wording

Term Loan. In December 2025, NNN entered into the Term Loan. The Term Loan has a six-month delayed draw commitment period and a $300,000,000 capacity with an accordion option to increase the aggregate 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 the applicable margin of 85 basis points; however, such interest rate may change pursuant to a tiered margin structure based on NNN's debt rating.

Current wording

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.

Previous wording

To hedge the risk of changes in forecasted interest payments on the Term Loan, NNN entered into three forward starting swaps which exchange variable interest rate on the Term Loan of SOFR indexed debt to a weighted average interest rate of 3.25%. As of March 31, 2026, NNN had the following outstanding interest rate derivatives that were designated as cash flow hedges (dollars in thousands):

Current wording

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):

Previous wording

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, and NNN was in compliance with each of the Term Loan financial covenants.

Current wording

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 interm 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.

Previous wording

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:

Current wording

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):