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NNN REIT, INC.

For the period ended Sep 30, 2026. Filed Nov 4, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 4, 2026

NNN$41.12-0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-05.

0001193125-26-333967

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

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-04.

0001193125-26-446273

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 95 previous paragraphs and 96 current paragraphs.

69 unchanged; 26 reworded; 1 added; 0 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 27 previous and 27 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (1)

Current report

On October 15, 2026, NNN entered into an additional forward starting swap with a notional value of $100,000,000, which is effective November 16, 2026. The swap fixes SOFR to a weighted average fixed rate of 3.55% on the $500,000,000 Term Loan.
Reworded paragraphs (26)

Previous 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.

Current wording

As of September 30, 2026, NNN owned 3,817 Properties in all 50 states, the District of Columbia and Puerto Rico, with an aggregate gross leasable area of approximately 40,764,000 square feet and a weighted average remaining lease term of 10.1 years. As of September 30, 2026, 99.2 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 (18.6%), 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.

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 (19.2%), convenience stores (15.5%) and restaurants (including full and limited service) (13.8%) 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 (25.5%) and southern (23.8%) 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 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").

Current wording

Rental Income. Rental income increased for the quarter and nine months ended September 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 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.

Current wording

General and Administrative. General and administrative expenses increased in amount and as a percentage of total revenues for the quarter and nine months ended September 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 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.

Current wording

Real Estate. Total real estate expenses decreased for both the quarter and nine months ended September 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 are subject to a cap, or (ii) vacant Properties. Non-reimbursed real estate expenses decreased in amount and as a percentage of total revenues for the quarter and nine months ended September 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 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").

Current wording

Depreciation and Amortization. Depreciation and amortization expenses increased for the quarter and nine months ended September 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 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.

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 nine months ended September 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 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.

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 nine months ended September 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 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:

Current wording

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

Previous 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

Current wording

during the nine months ended September 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 $347,619,000 at a weighted average interest rate of 4.18% for the nine months ended September 30, 2026 (see "Capital Structure – Term Loan"), and

Previous 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.

Current wording

the Credit Facility had a weighted average outstanding balance of $97,756,000 with a weighted average interest rate of 4.46% for the nine months ended September 30, 2026, compared to a weighted average outstanding balance of $75,529,000 with a weighted average interest rate of 5.25% 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 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.

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 September 30, 2026, NNN had $2,726,000 of cash and cash equivalents and $1,181,000,000 available for future borrowings under the Credit Facility. In addition, NNN had estimated net proceeds of $204,046,000 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 $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):

Current wording

Cash Flows. NNN had $2,726,000 of cash and cash equivalents, none of which was restricted or cash held in escrow at September 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 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.

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 nine months ended September 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 six months ended June 30, 2026, included the following significant transactions:

Current wording

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

Previous wording

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

Current wording

$329,100,000 in net repayments of NNN’s Credit Facility,

Previous wording

$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"),

Current wording

$162,250,000 in net proceeds from the issuance of 3,667,232 shares of common stock in connection with the at-the-market equity program ("ATM"),

Previous 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

Current wording

$1,992,000 in net proceeds from the issuance of 45,226 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan ("DRIP"), and

Previous 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):

Current wording

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

Previous 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.

Current wording

As of September 30, 2026, NNN owned 31 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 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.

Current wording

Additionally, as of October 30, 2026, NNN had no tenants in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code.

Previous 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.

Current wording

In October 2026, NNN declared a dividend of $0.62 per share, which is payable on November 13, 2026 to its common stockholders of record as of October 30, 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 $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.

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 $97,756,000 and a weighted average interest rate of 4.46% during the nine months ended September 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. 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 September 30, 2026, there was $19,000,000 outstanding and $1,181,000,000 was available for future borrowings under the Credit Facility, and NNN was in compliance with the Credit Facility financial covenants.

Previous 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.

Current wording

During the nine months ended September 30, 2026, the Term Loan had a weighted average outstanding balance of $347,619,000 and a weighted average interest rate of 4.18%, 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 presented as a reduction ofterm loan payable on the Condensed Consolidated Balance Sheets. As of September 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: (dollars in thousands):

Current wording

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