NNN 10-K & 10-Q changes, risk factors and insider trading
Nnn Reit, Inc. · NYSE · Real Estate Investment Trusts · CIK 751364 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “NNN's business is dependent upon its tenants successfully operating their businesses and their failure to do so could materially and adversely affect NNN's cash flow and results of operations.”
New heading “NNN’s business is significantly dependent on single-tenant properties.”
New heading “NNN may not be able to successfully execute its acquisition strategies.”
New heading “NNN's real estate investments are generally illiquid, which could significantly impede its ability to respond to market conditions or adverse changes in the performance of its tenants or its Properties and which would harm NNN’s financial condition.”
New heading “Competition from other REITs, commercial developers, real estate entities and other investors or a lack of properties for sale may impede NNN's ability to grow.”
New heading “Climate change, natural disasters and impacts of weather may adversely affect the operations of NNN's tenants and their ability to pay rent, NNN's operating results and asset values of NNN's Property Portfolio.”
New heading “A significant portion of Properties are leased to unrated tenants whose credit is evaluated through NNN's internal underwriting and credit analysis. However, the tools and methods utilized by NNN may not accurately assess the investment related credit risk.”
New heading “Some of NNN's tenants operate under franchise or license agreements, which, if terminated or not renewed prior to the expiration of their leases with NNN, would likely impair their ability to pay NNN rent.”
New heading “Risks Related to NNN's Common Stock”
New heading “Even if NNN remains qualified as a REIT, NNN may face other tax liabilities that could reduce operating results and cash flow.”
New heading “Risks Related to Governmental Laws and Regulations”
New heading “The use of AI presents risks and challenges that may adversely impact NNN's business and operating results or that of its tenants.”
Removed heading “Loss of rent from tenants would reduce NNN's cash flow.”
Removed heading “NNN may not be able to successfully execute its acquisition or development strategies.”
Removed heading “NNN may not be able to dispose of Properties consistent with its operating strategy.”
Removed heading “Certain provisions of NNN's leases or loan agreements may be unenforceable.”
Removed heading “Competition from numerous other REITs, commercial developers, real estate limited partnerships and other investors or a lack of properties for sale may impede NNN's ability to grow.”
Removed heading “A natural disaster or impacts of weather or other event resulting in an uninsured loss may adversely affect the operations of NNN's tenants and therefore the ability of NNN's tenants to pay rent, NNN's operating results and asset values of NNN's Property Portfolio.”
Removed heading “NNN's ability to fully control the management of its net-leased Properties may be limited.”
Removed heading “Bankrupt tenants or vacant Properties could adversely affect NNN's business or financial condition.”
Removed heading “Property ownership through joint ventures and partnerships could limit NNN's control of those investments.”
Removed heading “NNN's real estate investments are illiquid.”
Removed heading “Risks Related to – Tax Matters”
Removed heading “Risks Related to – Governmental Laws and Regulations”
Removed heading “An epidemic or pandemic and/or the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt NNN's tenants' ability to operate their businesses and/or pay rent to NNN or prevent NNN from operating its business in the ordinary course for an extended period.”
Removed heading “Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow.”
Removed heading “Adverse legislative or regulatory tax changes could reduce NNN's earnings and cash flow and the market value of NNN's securities.”
Largest changes
Financial and economic conditions can be challenging and volatile and any worsening of such conditions, including any disruption in the capital markets, lower levels of liquidity, fluctuating interest rates and inflation, tariffs, increases in the rate of default and bankruptcy orsee in full comparisonanlowerinflationaryconsumereconomicandenvironment,business spending, both real or anticipated, could adversely affect NNN's business and results of operations. Such conditions could also affect the financial condition of NNN's tenants, developers, borrowers, lenders or the institutions that hold NNN's cash balances and short-term investments, which may expose NNN to increased risks of default by these parties.
“the financial condition of NNN's tenants may be adversely affected, which may result in tenant defaults under the leases due to bankruptcy, lack of liquidity, operational failures or for other reasons, the ability to raise equity capital or borrow on terms and conditions that NNN finds acceptable may be limited or unavailable, which could reduce NNN's ability to pursue acquisition and development opportunities and refinance existing debt, reduce NNN's returns from acquisition and development activities, reduce NNN's ability to make cash distributions to its stockholders and increase NNN's …”see in full comparison
“NNN faces risks associated with security breaches through cyber-attacks or cyber-intrusions, malware, computer viruses and malicious codes, ransomware, attachments to e-mail, unauthorized access attempts, denial of service attacks, phishing, social engineering, persons with access to systems inside NNN's organization and other significant disruptions of NNN's information technology networks and related systems. The risk of a security breach has generally increased as the frequency, intensity and sophistication of attempted attacks and intrusions from around the world have increased. …”see in full comparison
“A prolonged continuation of or repeated temporary business closures, reduced capacity at businesses or other social-distancing practices, and quarantine orders may adversely impact NNN's tenants' ability to generate sufficient revenues to meet financial obligations, and could force tenants to default on their leases, or result in the bankruptcy of tenants, which would diminish the rental revenue NNN receives under its leases. …”see in full comparison
NNN's tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability to pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse impact on NNN's tenants' ongoing viability and the size, type and location of space tenants lease in the future. NNN cannot predict with certaintysee in full comparisonwhathowtenantstenant preferences willwantchange or what the impact will be on market rents.The default, financial distress, bankruptcy or liquidation of one or more of NNN's tenants could cause substantial vacancies in the Property Portfolio. Vacancies reduce NNN's revenues, increase property expenses and could decrease the value of each vacant Property. Upon the expiration of a lease, the tenant may choose not to renew the lease and NNN may not be able to re-lease the vacant Property at a comparable lease rate. Furthermore, NNN may incur additional expenditures in connection with such renewal or re-leasing.
“The financial impact could negatively affect NNN's future compliance with financial and other covenants of NNN's Credit Facility and other debt instruments, and the failure to comply with such covenants could result in a default that accelerates the payment of such debt; …”see in full comparison
Full comparison: every changed paragraph (112)
This “"Risk Factors”" section contains references to NNN's “stockholders.”"stockholders". Unless expressly stated otherwise, the references represent NNN's common stock and any class or series of preferred stock which may be outstanding from time to time.
Changes in financial and economic conditions, including inflation,inflation and tariffs, may have an adverse impact on NNN,NNN and its tenants, and commercial real estate in general.tenants.
Financial and economic conditions can be challenging and volatile and any worsening of such conditions, including any disruption in the capital markets, lower levels of liquidity, fluctuating interest rates and inflation, tariffs, increases in the rate of default and bankruptcy or anlower inflationaryconsumer economicand environment,business spending, both real or anticipated, could adversely affect NNN's business and results of operations. Such conditions could also affect the financial condition of NNN's tenants, developers, borrowers, lenders or the institutions that hold NNN's cash balances and short-term investments, which may expose NNN to increased risks of default by these parties.
There can be no assurance that actions of the United States ("U.S.") Government, the Federal Reserve or other government and regulatory bodies attempting to stabilize the economy or financial markets will achieve their intended effect. Additionally, some of these actions may adversely affect financial institutions, capital providers, retailers, consumers, NNN's financial condition, NNN's results of operations or the trading price of NNN's shares.
NNN's financial performance and the value of its real estate assets are subject to the risk that if the Properties do not generate revenues sufficient to meet its operating expenses and debt service, NNN's cash flow and ability to pay distributions to its stockholders will be adversely affected. NNN is susceptible to the following real estate industry risks, which are beyond its control:
changes in national, regional and local economic conditions and outlook, decreases in consumer spending and retail sales or adverse changes in consumer preferences for particular goods, services or store-based retailing, economic downturns in the areas where the Properties are located, adverse changes in local real estate market conditions, such as an oversupply of space, reduction in demand for space, loss of a large employer, intense competition for tenants or a demographic change, changes in tenant or consumer preferences that reduce the attractiveness of the Properties to tenants, changes in zoning, regulatory restrictions or tax laws, and changes in interest rates or availability of financing.
NNN's business is dependent upon its tenants successfully operating their businesses and their failure to do so could materially and adversely affect NNN's cash flow and results of operations.
Potential consequences of challenging and volatile financial and economic conditions include:
the financial condition of NNN's tenants may be adversely affected, which may result in tenant defaults under the leases due to bankruptcy, lack of liquidity, operational failures or for other reasons, the ability to raise equity capital or borrow on terms and conditions that NNN finds acceptable may be limited or unavailable, which could reduce NNN's ability to pursue acquisition and development opportunities and refinance existing debt, reduce NNN's returns from acquisition and development activities, reduce NNN's ability to make cash distributions to its stockholders and increase NNN's future interest expense, the recognition of impairment charges on or reduced values of the Properties or tenant receivables, may adversely affect NNN's results of operations, reduced values of the Properties may limit NNN's ability to dispose of assets at attractive prices and reduce the availability of buyer financing, and the value and liquidity of NNN's short-term investments and cash deposits could be reduced as a result of (i) a deterioration of the financial condition of the institutions that hold NNN's cash deposits or the institutions or assets in which NNN has made short-term investments, (ii) the dislocation of the markets for NNN's short-term investments, (iii) increased volatility in market rates for such investments or (iv) other factors.
Loss of rent from tenants would reduce NNN's cash flow.
NNN's tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability to pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse impact on NNN's tenants' ongoing viability and the size, type and location of space tenants lease in the future. NNN cannot predict with certainty whathow tenantstenant preferences will wantchange or what the impact will be on market rents. The default, financial distress, bankruptcy or liquidation of one or more of NNN's tenants could cause substantial vacancies in the Property Portfolio. Vacancies reduce NNN's revenues, increase property expenses and could decrease the value of each vacant Property. Upon the expiration of a lease, the tenant may choose not to renew the lease and NNN may not be able to re-lease the vacant Property at a comparable lease rate. Furthermore, NNN may incur additional expenditures in connection with such renewal or re-leasing.
The default or failure to renew leases by one or more of NNN's tenants could cause substantial vacancies in the Property Portfolio. NNN may not be able to re-lease the vacant Property at a comparable lease rate. Furthermore, NNN may incur additional expenditures in connection with re-leasing the Property. As a result, vacancies reduce NNN's revenues, increase property expenses and could decrease the value of each vacant Property.
The occurrence of a tenant bankruptcy or insolvency could diminish or eliminate the income NNN receives from its tenant. A bankruptcy court might authorize a tenant to terminate one or more of its leases with NNN. If that happens, NNN's claim against the bankrupt tenant for unpaid future rent would be subject to statutory limitations that most likely would result in rent payments that would be substantially less than the remaining rent NNN is owed under the lease(s) or NNN may elect not to pursue claims against a tenant for a terminated lease(s). Any claims NNN has for unpaid past rent, may not be paid in full, or at all. Moreover, in the case of a tenant's lease(s) that are not terminated as the result of its bankruptcy, NNN may be required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts NNN receives under such lease(s). As a result, tenant bankruptcies may have a material adverse effect on NNN's results of operations and financial condition. Any of these events could adversely affect NNN's cash flow and results of operations. As of December 31, 2025, NNN did not have any tenants in bankruptcy that would result in material losses in NNN’s income.
57.3%63.0% of the Property Portfolio annual base rent is generated from tenants in five retailsix lines of trade: automotive service (18.6%), convenience stores (17.0%16.3%), automotive service (16.9%), full-service and limited-service restaurants (16.2%including full and limited service) (14.3%), entertainment (7.2%) and family entertainment centersdealerships (7.2%6.6%), 19.0%and 17.8% of the Property Portfolio annual base rent is generated from five tenants: 7-Eleven (4.5%4.3%), Mister Car Wash (4.1%3.8%), Dave & Buster's (3.8%3.6%), Camping World (3.8%3.5%) and GPMKent InvestmentsDistributors (convenience stores) (2.8%2.6%), and 41.3%40.9% of the Property Portfolio annual base rent is generated from properties located in five states: Texas (18.8%18.4%), Florida (8.7%), Illinois (5.1%), Georgia (4.5%) and Ohio (4.2%).
NNN’s business is significantly dependent on single-tenant properties.
NNN's strategy focuses on investing in single-tenant, commercial real estate subject to long-term net leases across the U.S. The financial failure of, or default in payment by, a single-tenant under its lease is likely to cause a significant or complete reduction in NNN's rental revenue from that Property and a reduction in the value of the Property. NNN may also experience difficulty or a significant delay in re-leasing or selling the Property. This risk will be magnified if NNN decides to lease multiple Properties to a single-tenant under a master lease. A tenant failure or default under a master lease could reduce or eliminate rental revenue from multiple Properties and reduce the value of the Properties. In addition, NNN would be responsible for all of the operating costs of a Property following a vacancy of a single-tenant building. Because Properties have been built to suit a particular tenant's specific needs, NNN may also incur significant costs to make the Property ready for another tenant.
NNN may not be able to successfully execute its acquisition or development strategies.
NNN may not be able to implement its investment strategies successfully. Additionally, NNN cannot ensure that its Property Portfolio will expand at all, or if it will expand at any specified rate or to any specified size. In addition, investment in additional real estate assets is subject to a number of risks. Because NNN expects to invest in markets other than the ones in which its current Properties are located or properties which may be leased to tenants other than those to which NNN has historically leased properties, NNN will also be subject to the risks associated with investment in new markets, new lines of trade or with new tenants that may be relatively unfamiliar to NNN's management team.
NNN's development activities are subject to, without limitation, risks relating to the availability and timely receipt of zoning and other regulatory approvals, the cost and timely completion of construction (including risks from factors beyond NNN's control, such as weather, labor conditions or material shortages), the risk of finding tenants for the properties and the ability to obtain both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken or provide a tenant the opportunity to delay rent commencement, reduce rent or terminate a lease. Any of these situations may delay or eliminate proceeds or cash flows NNN expects from these projects, which could have an adverse effect on NNN's financial condition.
NNN may not be able to dispose of Properties consistent with its operating strategy.
NNN may be unable to sell Properties targeted for disposition under favorable terms due to adverse market conditions or possible prohibitive tax liability. This may adversely affect, among other things, NNN's ability to sell under favorable terms, execute its operating strategy, achieve target earnings or returns, retire or repay debt or pay dividends.
Certain provisions of NNN's leases or loan agreements may be unenforceable.
NNN's rights and obligations with respect to its leases and loans are governed by written agreements. A court could determine that one or more provisions of such an agreement are unenforceable, such as a particular remedy, a master lease covenant, a loan prepayment provision or a provision governing NNN's security interest in the underlying collateral of a borrower or lessee. NNN could be adversely impacted if this were to happen with respect to an asset or group of assets.
Competition from numerous other REITs, commercial developers, real estate limited partnerships and other investors or a lack of properties for sale may impede NNN's ability to grow.
NNN may not complete suitable property acquisitions or developments on advantageous terms, if at all, due to competition for such properties with others engaged in real estate investment activities or a lack of properties for sale on terms deemed acceptable to NNN. NNN's inability to successfully acquire or develop new properties may affect NNN's ability to achieve anticipated return on investment or realize its investment strategy, which could have an adverse effect on its results of operations.
A natural disaster or impacts of weather or other event resulting in an uninsured loss may adversely affect the operations of NNN's tenants and therefore the ability of NNN's tenants to pay rent, NNN's operating results and asset values of NNN's Property Portfolio.
The impacts of a natural disaster or weather event on NNN's Property Portfolio are highly uncertain. Such impacts may result from natural disasters, including floods, droughts, wind and fire. The Properties are generally covered by comprehensive liability, fire and extended insurance coverage. NNN believes that the insurance carried on its Properties is adequate and in accordance with industry standards. There are, however, types of losses (such as from hurricanes, floods, earthquakes or other types of natural disasters or wars, terrorism or other acts of violence) which may be uninsurable, self-insured by tenants, or the cost of insuring against these losses may not be economically justifiable in the opinion of tenants or NNN. If an uninsured loss occurs or a loss exceeds policy limits, NNN could lose both its invested capital and anticipated revenues from the Property, thereby reducing NNN's cash flow and asset value.
NNN's ability to fully control the management of its net-leased Properties may be limited.
TheIn addition, NNN's tenants of net-leased Properties are responsible for maintenance and other day-to-day management of the Properties. If a Property is not adequately maintained in accordance with the terms of the applicable lease, NNN may incur expensessignificant forand unexpected deferred maintenance expenditures or other liabilitiesexpenses whento remediate any resulting damage to the lease expires.Property. While NNN's leases generallytypically provide for recourse against the tenant in these instances, a bankrupt or financially troubled tenant may be more likely to defer maintenancemaintenance, and it may be more difficult to enforce remedies against such a tenant. AlthoughFurthermore, the failure by any tenant to adequately maintain a Property could adversely affect NNN's ability to timely re-lease the Property to a new tenant or otherwise monetize its investment in the Property if it is forced to make significant repairs or changes to the Property as a result of the tenant's neglect. If NNN endeavorsincurs tosignificant monitoradditional complianceexpenses byor tenantsis withdelayed theirin lease obligations, NNN may not always bebeing able to ascertainpursue orreturns forestallon deteriorationits inreal theestate conditioninvestments, ofit may have a propertymaterially oradverse theeffect financialon circumstancesNNN's ofability ato tenant.operate, grow its business and achieve its strategic objectives.
NNN may not be able to successfully execute its acquisition strategies.
NNN may not be able to implement its investment strategies successfully. Additionally, NNN cannot ensure that its Property Portfolio will expand at all, or if it will expand at any specified rate or to any specified size. In addition, investment in additional real estate assets is subject to a number of risks. Because NNN may invest in markets other than the ones in which its current Properties are located or properties which may be leased to tenants other than those to which NNN has historically leased Properties, NNN will also be subject to the risks associated with investment in new markets, new lines of trade or with new tenants that may be relatively unfamiliar to NNN's management team.
NNN's real estate investments are generally illiquid, which could significantly impede its ability to respond to market conditions or adverse changes in the performance of its tenants or its Properties and which would harm NNN’s financial condition.
NNN's investments are relatively difficult to sell quickly. As a result of this illiquidity, NNN's ability to promptly sell one or more Properties in response to changing economic, financial or investment conditions is limited. Return of capital and realization of gains, if any, from an investment typically will occur upon disposition or refinancing of the underlying Property. NNN may be unable to realize its investment objective by sale, other disposition or refinancing at attractive prices within any given period of time or may otherwise be unable to complete any exit strategy. In particular, these risks could arise from weakness in or even the lack of an established market for a Property, changes adversely affecting the tenant of a Property, changes adversely affecting the area in which a particular Property is located, adverse changes in the financial condition or prospects of prospective purchasers and changes in local, national or international economic conditions. Therefore, NNN may not be able to vary its Property Portfolio in response to economic or other conditions promptly or on favorable terms.
Competition from other REITs, commercial developers, real estate entities and other investors or a lack of properties for sale may impede NNN's ability to grow.
NNN may not complete suitable property acquisitions or developments on advantageous terms, if at all, due to competition for such properties with others engaged in real estate investment activities or a lack of properties for sale on terms deemed acceptable to NNN. NNN's inability to successfully acquire or develop new properties may affect NNN's ability to achieve its anticipated return on investment or realize its investment strategy, which could have an adverse effect on its results of operations.
Climate change, natural disasters and impacts of weather may adversely affect the operations of NNN's tenants and their ability to pay rent, NNN's operating results and asset values of NNN's Property Portfolio.
The impacts of climate change, a natural disaster or a weather event on NNN's Property Portfolio are highly uncertain. Climate change and natural disasters could adversely affect NNN's business through both chronic and acute perils including, but not limited to, hurricanes, floods, droughts, fires, earthquakes, wind, changes in precipitation and temperature and rising sea levels, all of which may result in physical damage to, or a decrease in demand for, Properties located in the areas affected by these conditions, and may adversely impact consumer behaviors, preferences and spending at Properties, which may impact NNN's tenants' ability to fulfill their obligations under their leases or NNN's ability to re-lease the Properties in the future. Although the Properties are generally insured, there are types of losses (such as from hurricanes, floods, earthquakes or other types of natural disasters or wars, terrorism or other acts of violence) which may be uninsurable, self-insured by tenants or the cost of insuring against these losses may not be economically justifiable in the opinion of tenants or NNN. If an uninsured loss occurs or a loss exceeds policy limits, NNN could lose both its invested capital and anticipated revenues from the Property, thereby reducing NNN's cash flow and asset value. In addition, chronic climate change may lead to increased costs for NNN and its tenants to reduce carbon footprints, including with respect to heating, cooling or electricity costs, retrofitting Properties to be more energy efficient or comply with new rules or regulations or other unforeseen costs.
A significant portion of Properties are leased to unrated tenants whose credit is evaluated through NNN's internal underwriting and credit analysis. However, the tools and methods utilized by NNN may not accurately assess the investment related credit risk.
A significant portion of Properties are leased to unrated tenants whose credit is evaluated through NNN's internal underwriting and credit analysis. Most of NNN's tenants are required to provide financial information to NNN periodically or, in some instances, upon request that it uses in evaluating their creditworthiness. NNN's methods may not adequately assess the risk of an investment. Any internal scoring or rating is not the same as, and may not be as indicative of creditworthiness as, a rating published by a nationally recognized statistical rating organization. NNN's internal scorings, ratings and rent coverage ratios are unaudited and are based on financial information provided by NNN's tenants and prospective tenants without independent verification on NNN's part, and NNN assumes the appropriateness of estimates and judgments that were made by the party preparing the financial information. If NNN's assessment of credit quality proves to be inaccurate, it may be subject to defaults, and NNN's cash flows may be less stable. The ability of an unrated tenant to meet its obligations to NNN may be more speculative than that of a rated tenant.
Some of NNN's tenants operate under franchise or license agreements, which, if terminated or not renewed prior to the expiration of their leases with NNN, would likely impair their ability to pay NNN rent.
Franchise agreements often have terms that end earlier than the respective expiration dates of the related leases with NNN. In addition, a tenant's rights as a franchisee or licensee typically may be terminated, and the tenant may be precluded from competing with the franchiser or licensor upon termination. NNN typically has no notice or cure rights with respect to such a termination and has no rights to assignment of any such franchise agreement. This may have an adverse effect on NNN's ability to mitigate losses arising from a default on any of its leases. A franchisor's or licensor's termination or refusal to renew a franchise or license agreement would likely have a material adverse effect on the ability of the tenant to make payments under its lease, which could materially and adversely affect NNN.
Bankrupt tenants or vacant Properties could adversely affect NNN's business or financial condition.
The occurrence of a tenant bankruptcy or insolvency could diminish or eliminate the income NNN receives from its tenant. A bankruptcy court might authorize a tenant to terminate one or more of its leases with NNN. If that happens, NNN's claim against the bankrupt tenant for unpaid future rent would be subject to statutory limitations that most likely would result in rent payments that would be substantially less than the remaining rent NNN is owed under the lease(s) or NNN may elect not to pursue claims against a tenant for a terminated lease(s). Any claims NNN has for unpaid past rent, may not be paid in full, or at all. Moreover, in the case of a tenant’s lease(s) that are not terminated as the result of its bankruptcy, NNN may be required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts NNN receives under such lease(s).
As a result, tenant bankruptcies may have a material adverse effect on NNN's results of operations and financial condition. Any of these events could adversely affect NNN's cash flow from operations.
As of January 31, 2025, less than one percent of total annualized base rent, less than one percent of total Properties and less than one percent of aggregate gross leasable area held in the Property Portfolio, was leased to three tenants that are currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, these tenants have the right to reject or affirm their leases with NNN.
As of December 31, 2024, NNN owned 54 vacant, un-leased Properties, which accounted for less than two percent of total Properties, and approximately two percent of aggregate gross leasable area held in the Property Portfolio. NNN is actively marketing these Properties for sale or lease but may not be able to sell or lease these Properties on favorable terms or at all.
NNN faces risks associated with security breaches through cyber-attacks or cyber-intrusions, malware, computer viruses and malicious codes, ransomware, attachments to e-mail, unauthorized access attempts, denial of service attacks, phishing, social engineering, persons with access to systems inside NNN's organization, and other significant disruptions of NNN's information technology networks and related systems. The risk of a security breach has generally increased as the frequency, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques, tools and tactics used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed to not be detected and, in fact, may not be detected. Accordingly, NNN may be unable to anticipate these techniques or to implement adequate security barriers, disaster recovery or other preventative or corrective measures, and thus it is impossible for NNN to entirely counteract this risk or fully mitigate the harms after such an attack.
NNN has implemented systems and processes intended to address ongoing and evolving cybersecurity risks, secure its information technology, applications and computer systems, and prevent unauthorized access to or loss of sensitive, confidential and personal data. Although NNN and its service providers employ what NNN believes are adequate security, disaster recovery and other preventative and corrective measures, NNN's security measures, taken as a whole, may not be sufficient for all possible situations and may be vulnerable to, among other things, fraud, hacking, associate error, system error, vendors' use of generative artificial intelligence technologies, and faulty password management.
NNN's ability to conduct its business may be impaired if its information technology networks, systems or resources, including its websites or e-mail systems, are compromised, degraded, damaged or fail, whether due to a virus or other harmful circumstance, fraud, intentional penetration or disruption of its information technology resources by:
a third party, natural disaster, a failure of hardware or software due to a design or programmatic flaw, a failure of hardware or software security controls, telecommunications system failure, service provider error or failure, fraudulent transactions, intentional or unintentional personnel actions, lost connectivity to NNN's networked resources, a failure of disaster recovery system, denial of service attacks, office intrusion due to office or building security failures, data center cooling failure, fire or other catastrophic damage to equipment or facilities, water intrusion to equipment, supply chain attacks, or zero-day attacks.
In addition, the costs of maintaining adequate protection against data security threats, based on considerations of their evolution, increasing sophistication, pervasiveness and frequency and/or government-mandated standards or obligations regarding protective efforts, could be material to NNN's financial position, results of operations, cash flows, and the market price of NNN's common stock in a particular period or over various periods.
NNN reliesmay uponexperience clouda computingdecline servicesin tothe operatefair certain aspectsvalue of its businesslong-lived andreal anyestate disruptionassets, couldwhich may have ana adversematerial effectimpact on its financial conditioncondition, liquidity and results of operations.
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. In such event, NNN would recognize unrealized losses through earnings and write down the carrying value of such assets to a new cost basis based on the estimated fair value of such assets on the date they are considered to be impaired. Such impairment losses reflect non-cash losses at the time of recognition; subsequent disposition or sale of such assets could further affect NNN's future losses or gains, as they are based on the difference between the sale price received and adjusted carrying value of such assets at the time of sale, which may adversely affect NNN's financial condition, liquidity and results of operations.
NNN's business depends upon cloud computing services provided by third-parties to provide a distributed computing infrastructure platform for certain NNN business operations, including data processing, storage capabilities, communications, disaster recovery and other services. Such third-party cloud computing services are vulnerable to damage or interruption from infrastructure changes, natural disasters, cybersecurity attacks, power outages, terrorist attacks and other events or acts. NNN expects that in the future it will experience interruptions, delays and outages in service and availability from its third-party cloud computing providers from time to time due to a variety of factors, including, but not limited to, infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Because NNN cannot easily switch its cloud computing operations to other third-party providers without significant costs, any disruption of or interference with its use of third-party cloud computing service providers could have a materially negative impact on NNN's business and results of operations.
Future investmentInvestments in international markets could subject NNN to additional risks.
If NNN expands its operating strategy to include investment in international markets, NNN could face additional risks, including foreign currency exchange rate fluctuations, operational risks due to local economic and political conditions and laws and policies of the UnitedU.S. Statesor host country affecting foreign investment. As of December 31, 2025, NNN owned no properties in international markets.
As of December 31, 2024, NNN held mortgages receivable of $454,000, which represented less than one percent of total assets. If a borrower defaults on a mortgage or other loan made by NNN, and does not have sufficient assets to satisfy the loan, NNN may suffer a loss of principal and interest. In the event of the bankruptcy of a borrower, NNN may not be able to recover against all or any of the assets of the borrower, or the collateral may not be sufficient to satisfy the balance due on the loan. In addition, certain of NNN's loans may be subordinate to other debt of a borrower. These investments are typically loans secured by a borrower's pledge of its ownership interests in the entity that owns the real estate or other assets and are typically subordinated to senior loans encumbering the underlying real estate or assets. Subordinated positions are generally subject to a higher risk of nonpayment of principal and interest than the more senior loans. If a borrower defaults on the debt senior to NNN's loan, or in the event of the bankruptcy of a borrower, NNN's loan will be satisfied only after the borrower's senior creditors' claims are satisfied. Where debt senior to NNN's loans exists, the presence of intercreditor arrangements may limit NNN's ability to amend loan documents, assign the loans, accept prepayments, exercise remedies and control decisions made in bankruptcy proceedings relating to borrowers. Bankruptcy proceedings and litigation can significantly increase the time needed forbefore NNN tocan acquire underlying collateral, if any, in the event of a default, during which time the collateral may decline in value. In addition, there are significant costs and delays associated with the foreclosure process. As of December 31, 2025, NNN held no mortgages receivable.
Property ownership through joint ventures and partnerships could limit NNN's control of those investments.
Joint ventures or partnerships involve risks not otherwise present for direct investments by NNN. It is possible that NNN's co-venturers or partners may have different interests or goals than NNN at any time, and they may take actions contrary to NNN's requests, policies or objectives, including NNN's policy with respect to maintaining its qualification as a REIT. Other risks of joint venture or partnership investments include impasses on decisions because in some instances no single co-venturer or partner has full control over the joint venture or partnership, respectively, or the co-venturer or partner may become insolvent, bankrupt or otherwise unable to contribute to the joint venture or partnership, respectively. Further, disputes may develop with a co-venturer or partner over decisions affecting the property, joint venture or partnership that may result in litigation, arbitration or some other form of dispute resolution.
As of December 31, 2024,2025, NNN had outstanding debt, including total unsecured notes payable of $4,373,803,000$4,472,324,000, $348,100,000 outstanding on the Credit Facility and no outstanding balance on the CreditTerm Facility.Loan. NNN's organizational documents do not limit the level or amount of debt that it may incur. If NNN incurs additional debt and permits a higher degree of leverage, debt service requirements would increase and could adversely affect NNN's financial condition and results of operations, as well as NNN's ability to pay principal and interest on the outstanding debt or cash dividends to its stockholders. In addition, increased leverage could increase the risk that NNN may default on its debt obligations.
Management's Discussion & Analysis (MD&A)
Largest changes
NNNsee in full comparisontypicallyexpects 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 fromNNN'sthe Credit Facility or senior unsecured term loan ("Term Loan") or proceeds from the sale of Properties. As of December 31,2024,2025, NNN had$9,062,000$5,822,000 of cash, cash equivalents and restricted cash or cash held inescrowescrow, and$1,200,000,000$851,900,000wasand $300,000,000 were available for future borrowings under the CreditFacility.Facility and Term Loan, respectively. NNN may also fund liquidity requirements with new debt or equityissuances, although newly issued debt may be at higher interest rates than the rates on NNN's existing outstanding debt.issuances. NNN also has the ability to limit future property acquisitions and strategically increase property dispositions. NNN expects these liquidity sourcesof liquidityand the discretionary nature of its property acquisition funding needs will allow NNN to meet its financial obligations over the long term.
“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 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. Based on NNN's current credit ratings, the Term Loan will bear interest at an effective rate of SOFR plus the applicable margin of 85 basis points. …”see in full comparison
Line of Credit Payable. In April 2024, NNN amendedsee in full comparisonandcertainrestatedterms of its credit agreementtoto, among other things, increase borrowing capacity under its unsecured revolving credit facility from $1,100,000,000 to $1,200,000,000and amended certain other terms under the former revolving credit facility(as the context requires, the previous and new credit facility,the "Credit Facility"). The Credit Facility had a weighted average outstanding balance of$60,775,000$106,166,000 and a weighted average interest rate of6.25%5.04% during the year ended December 31,2024.2025.TheIn December 2025, NNN entered into an amendment to the Credit Facilityhastoa base interest rate ofremove the 10 basis point Secured Overnight Financing Rate ("SOFR")pluscreditaspreadSOFRadjustment.adjustmentAs of10Decemberbasis2025,points ("Adjusted SOFR"). Thethe Credit Facility bears interest atAdjustedSOFR plus 77.5 basis points; however, such interest rate may change pursuant to a tiered interest rate 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 $36,146,000 which areclassifiedincludedasin debt costs on the Consolidated Balance Sheet. As of December 31,2024,2025, there wasno$348,100,000 outstandingbalanceand$1,200,000,000 was$851,900,000 available for future borrowings under the Credit Facility.
see in full comparisonTheInincreaseadditioninto the transactions outlined above, interest expensewasincreasedpartiallyasoffsetabyresult of the CreditFacility having aFacility's weighted average outstanding balance of$60,775,000$106,166,000 with a weighted average interest rate of 5.04% for the year ended December 31, 2025, compared to a lower weighted average outstanding balance of $60,775,000, but with a higher weighted average interest rate of 6.25% for the year ended December 31,2024, compared to a weighted average outstanding balance of $169,620,000 with a weighted average interest rate of 5.86% for the year ended December 31, 2023.2024.
“As of December 31, 2025, NNN had the following outstanding interest rate derivatives that were designated as cash flow hedges to hedge the risk of changes in the interest cash outflows associated with the Term Loan (dollars in thousands):”see in full comparison
“FASB ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets ("ASC 610-20"), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity that transfers a nonfinancial asset in the scope of ASC 610-20 follows a two-step derecognition model to determine whether (and when) to derecognize the asset. NNN determined the key revenue stream impacted by ASC 610-20 is gain on disposition of real estate reported on the Consolidated Statements of Income and Comprehensive Income. …”see in full comparison
Full comparison: every changed paragraph (53)
The term "NNN" or the "Company" refers to NNN REIT, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain of its subsidiaries as taxable real estate investment trust subsidiaries ("TRS").subsidiaries.
NNN, a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. NNN's assets are primarily real estate assets. NNN acquires, owns, invests in and develops high-quality properties that are leased primarily to retail tenants under long-termlong-term, net leasesleases, with minimal ongoing capital expenditures and are primarily held for investment ("Properties,Properties" or "Property Portfolio,Portfolio" or individually a "Property").
As of December 31, 2024,2025, NNN owned 3,5683,692 Properties in 49all 50 states, the District of Columbia and Puerto Rico, with an aggregate gross leasable area of approximately 36,557,00039,578,000 square feet,feet and a weighted average remaining lease term of 1010.2 years. ApproximatelyAs 98of December 31, 2025, 98.3 percent of the Properties were leased as of December 31, 2024.leased.
NNN continues to maintain its diversification by tenant, line of trade and geography. NNN's largesttop line of trade concentrations are the convenience store (17.0%), automotive service (16.9%18.6%), restaurantconvenience stores (16.2%16.3%), restaurants (including full and limited service) and family(14.3%), entertainment centers (7.2%) and dealerships (6.6%) sectors. These sectors represent a large part of the freestanding retail property marketplace and NNN's management believes these sectors present attractive investment opportunities. The Property Portfolio is geographically concentrated in the southeast (25.5%) and south (24.7%) United States, which are regions of historically above-average population growth.growth, including the southeastern (25.3%) and southern (24.6%) United States ("U.S."). 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.
As of December 31, 20242025 and 2023,2024, the Property Portfolio remained at least 98 percent leased and had a weighted average remaining lease term of approximately 10 years. High occupancy levels coupled with a nettriple-net lease structure,structure providesprovide enhanced probability of achieving consistent operating results.
The preparation of NNN's consolidated financial statements in conformanceconformity with accounting principles generally accepted in the United States of AmericaU.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses as well as other disclosures in the financial statements. Estimates are sensitive to evaluations by management about current and future expectations of market and economic conditions. On an ongoing basis, management evaluates its estimates and assumptions; however, actual results may differ from these estimates and assumptions, which in turn could have a material impact on NNN's consolidated financial statements. A summary of NNN's accounting policies and procedures is included in Note 1 of the December 31, 20242025 Consolidated Financial Statements. Management believes the following critical accounting policies, among others, affect its more significant estimates and assumptions used in the preparation of NNN's consolidated financial statements.
Real Estate Portfolio. NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of propertiesProperties 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 completecompleted and available for occupancy.
Purchase Accounting for Acquisition of Real Estate. In accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidanceTopic on805, businessBusiness combinations,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.
Lease Accounting. NNN records its leases on the Property Portfolio in accordance with FASB ASC Topic 842, Leases ("ASC 842").
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 typicallypredominantly 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 of NNN's Property Portfolio primarily consists of leases accounted for using the operating method. Under the operating method, 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.
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) and, historical bad debt levels, tenant credit-worthiness and current economic trends, all of which assistsassist 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 previously recognized rental revenue and any related accrued rent are reversed as a reduction to rental income and, subsequently, any 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.
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,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 primarily 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 primarily to retail tenants under long-term net leases and primarily held for investment. Generally,In most cases, NNN's Property leases provide for initial terms of 10 to 20 years, with cash flows provided over the entire term.
Revenue Recognition. Rental revenues for properties under construction commence upon completion of construction of the leased asset 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. 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.
FASB ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets ("ASC 610-20"), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity that transfers a nonfinancial asset in the scope of ASC 610-20 follows a two-step derecognition model to determine whether (and when) to derecognize the asset. NNN determined the key revenue stream impacted by ASC 610-20 is gain on disposition of real estate reported on the 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.
The following table summarizes the diversification of the Property Portfolio based onfor the top 20 lines of trade as a percentage of ABR as of December 31:
The following table summarizes NNN's revenues for each of the years ended December 31 (dollars in thousands):
Rental Income. Rental income increased for the year ended December 31, 2024, as2025, compared to the same period in 2023.2024. The increase is primarily due to the Rental Revenues from NNN's recent Property acquisitions (see "Results of Operations – Property Analysis – Property Acquisitions").
The following table summarizes NNN's expenses for the year ended December 31 (dollars in thousands):
Real Estate. Total real estate expenses increased for the year ended December 31, 2024, as2025, compared to the same period in 2023.2024. NNN focuses on non-reimbursed real estate expenses (total real estate expenses, net of reimbursements from tenants). TheseIn most cases, these expenses are typically 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 increased in amount and as a percentage of total revenues for the year ended December 31, 2024 as2025 compared to the same period in 20232024 primarily due to a minoran increase in the number of vacant properties.
Depreciation and Amortization. Depreciation and amortization expenses increased in amount for the year ended December 31, 2024, as2025, compared to the same period in 2023.2024. The increase is primarily attributable to the increase in NNN's Property Portfolio from recent acquisitions (see "Results of Operations – Property Analysis – Property Acquisitions"),acquisitions, and iswas partially offset by recent dispositions (see "Results of Operations – Property Analysis – Property Dispositions").
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 years ended December 31, 20242025 and 2023,2024, which were less than one percent of NNN's total assets for the respective years as reported on the Consolidated Balance Sheets. Due to NNN's core business of investing in real estate leased primarily to retail tenants under long-term net leases, the inherent risks of owning commercial real estate,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.
Retirement and Severance Costs. Retirement and severance costs increased for the year ended December 31, 2025 compared to the same period in 2024, primarily due to costs in connection with the retirement and transition agreement of the former Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer.
Executive Retirement Costs. In April 2022, the former President and Chief Executive Officer retired from employment, as contemplated under the Company's long-term executive succession planning process and as previously announced in January 2022. In addition, in January 2024, the former Executive Vice President, General Counsel and Secretary retired from employment as previously announced in November 2023. During the years ended December 31, 2024 and 2023, NNN recorded executive retirement costs in connection with the long-term incentive compensation related to these retirement and transition agreements.
in May 2024, issued $500,000,000 aggregate principal amount of 5.500% notes due June 2034, in June 2024, redeemed $350,000,000 aggregate principal amount of 3.900% notes due June 2024, in July 2025, issued $500,000,000 aggregate principal amount of 4.600% notes due February 2031 (the "2031 Notes"), and in November 2025, redeemed $400,000,000 aggregate principal amount of 4.000% notes due November 2025 (the "2025 Notes").
TheIn increaseaddition into the transactions outlined above, interest expense wasincreased partiallyas offseta byresult of the Credit Facility having aFacility's weighted average outstanding balance of $60,775,000$106,166,000 with a weighted average interest rate of 5.04% for the year ended December 31, 2025, compared to a lower weighted average outstanding balance of $60,775,000, but with a higher weighted average interest rate of 6.25% for the year ended December 31, 2024, compared to a weighted average outstanding balance of $169,620,000 with a weighted average interest rate of 5.86% for the year ended December 31, 2023.2024.
NNN's leases typically contain provisions to mitigate the adverse impact of inflation on NNN's results of operations. Tenant leases generallytypically provide for limited increases in rent as a result of fixed increases,increases and/or capped increases in the Consumer Price Index, and/or, to a lesser extent, increases in the tenant's sales volume.Index. As a result of limitations on rent increases, during times when inflation is high, rent increases may not meet or exceed the rate of inflation.
NNN's demand for funds has been and will continue to be primarily for (i) payment of operating expenses and dividends, (ii) property acquisitions and construction commitments, (iii) capital expenditures, (iv) payment of principal and interest on its outstanding debt, and (v) other investments.
Financing Strategy. NNN's financing objective is to manage its capital structure effectively in order to provide sufficient capital to execute its operating and investing strategies while servicing its debt requirements, maintaining its investment grade credit rating,ratings, staggering debt maturities and providing value to NNN's stockholders. NNN's capital resources have and will continue to include, if available (i) proceeds from issuing debt or equity in the capital markets; (ii) secured or unsecured borrowings from banks or other lenders; (iii) proceeds from the sale of Properties; and (iv) to a lesser extent, by internally generated funds as well as undistributed funds from operations. However, there can be no assurance that additional financing or capital will be available,available or that the terms will be acceptable or advantageous to NNN.
NNN typically 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 NNN'sthe Credit Facility or senior unsecured term loan ("Term Loan") or proceeds from the sale of Properties. As of December 31, 2024,2025, NNN had $9,062,000$5,822,000 of cash, cash equivalents and restricted cash or cash held in escrowescrow, and $1,200,000,000$851,900,000 wasand $300,000,000 were available for future borrowings under the Credit Facility.Facility and Term Loan, respectively. NNN may also fund liquidity requirements with new debt or equity issuances, although newly issued debt may be at higher interest rates than the rates on NNN's existing outstanding debt.issuances. NNN also has the ability to limit future property acquisitions and strategically increase property dispositions. NNN expects these liquidity sources of liquidity and the discretionary nature of its property acquisition funding needs will allow NNN to meet its financial obligations over the long term.
As of December 31, 2024,2025, NNN's ratio of total debt, none of which was secured debt, to total gross assets (before accumulated depreciation and amortization) was approximately 4042 percent. The ratio of total debt to total market capitalization was approximately 3739 percent. Certain financial agreementsagreements, to which NNN is a partyparty, contain covenants that limit NNN's ability to incur additional debt under certain circumstances. The organizational documents of NNN do not limit the absolute amount or percentage of debt that NNN may incur.
Operating Activities. Cash provided by operating activities represents cash received primarily 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 year presented. The change in cash provided by operations for the years ended December 31, 20242025 and 2023,2024, is primarily the result of changes in revenues and expenses as discussed in “"Results of Operations.”" Cash generated from operations is expected to fluctuate in the future.
Investing Activities. Changes in cash for investing activities are primarilylargely attributable to the acquisitions and dispositions of Properties as discussed in "Results of Operations - Property Analysis." NNN typically uses cash on hand, borrowings from its Credit Facility or proceeds from the sale of Properties to fund the acquisition of its Properties.
$132,000,000$348,100,000 in net repaymentsborrowings of NNN's Credit Facility,
$489,390,000$491,710,000 in net proceeds from the issuance in MayJuly of the 5.500%2031 notesNotes, payable due in June 2034, $350,000,000$400,000,000 payment in JuneNovember for the redemption of the 3.900%2025 notesNotes, payable due$81,106,000 in Junenet 2024, $211,619,000proceeds from the issuance of 4,652,1001,927,893 shares of common stock in connection with the at-the-market equity program ("ATM"), $2,634,000$2,628,000 in net proceeds from the issuance of 64,65465,062 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan (“"DRIP”"), and $420,239,000$443,202,000 in dividends paid to common stockholders.
The table below presents material cash requirements related to NNN's long-term obligations outstanding as of December 31, 20242025 (see "Capital Structure") (dollars in thousands):
Property Construction. NNN has committed to fund construction ofon 1519 Properties. The improvements ofon such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at December 31, 2024,2025, are outlined in the table below (dollars in thousands):
Management anticipates satisfying these obligations with a combination of NNN's cash provided from operations, current capital resources on hand, its Credit Facility, Term Loan, debt or equity financings and property dispositions.
Properties. Typically,In most cases, the PropertiesProperty areleases leasedprovide underfor long-terminitial terms of 10 to 20 years and a triple-net leases,lease structure, pursuant to which require the tenant tobears payresponsibility allfor utilitiesoperating andexpenses of the Property, including utilities, real estate taxes and assessments, to maintain the interior and exterior of the Property, and to carry property and liability insuranceinsurance, coverage.maintenance, repairs and capital expenditures. Therefore, management anticipates that capital demands to meet obligations with respect to these Properties will be modest for the foreseeable future and can be met with funds from operations and working capital. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses associated with the Property. Management anticipates the costs associated with these Properties, NNN's vacant Properties or those Properties that become vacant will also be met with funds from operations and working capital. NNN may be required to borrow under its Credit Facility or use other sources of capital in the event of significant capital expenditures or major repairs.
As of December 31, 2024,2025, NNN owned 5464 vacant, un-leased Properties which accounted for less than two percent of total Properties and approximatelyof two percent ofthe aggregate gross leasable area held in the Property Portfolio.
Additionally, as of January 31,30, 2025,2026, less than one percent of total annualized base rent, less than one percent of total Properties,Properties and less than one percent of aggregate gross leasable area held in the Property Portfolio, was leased to threeone tenantstenant currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, thesethis tenantstenant havehas the right to reject or affirm their leaseslease with NNN.
On January 14,15, 2025,2026, NNN declared a dividend of $0.580$0.600 per share, which is payable February 14,13, 2025,2026 to its common stockholders of record as of January 31,30, 2025.2026.
NNN has used, and expects to use in the future, various forms of debt and equity securities primarily to fund property acquisitions and construction on its Properties and to pay down or refinance its outstanding debt.
The following is a summary of NNN's total debt outstanding debt as of December 31 (dollars in thousands):
Line of Credit Payable. In April 2024, NNN amended andcertain restatedterms of its credit agreement toto, among other things, increase borrowing capacity under its unsecured revolving credit facility from $1,100,000,000 to $1,200,000,000 and amended certain other terms under the former revolving credit facility (as the context requires, the previous and new credit facility, the "Credit Facility"). The Credit Facility had a weighted average outstanding balance of $60,775,000$106,166,000 and a weighted average interest rate of 6.25%5.04% during the year ended December 31, 2024.2025. TheIn December 2025, NNN entered into an amendment to the Credit Facility hasto a base interest rate ofremove the 10 basis point Secured Overnight Financing Rate ("SOFR") pluscredit aspread SOFRadjustment. adjustmentAs of 10December basis2025, points ("Adjusted SOFR"). Thethe Credit Facility bears interest at Adjusted SOFR plus 77.5 basis points; however, such interest rate may change pursuant to a tiered interest rate 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 $36,146,000 which are classifiedincluded asin debt costs on the Consolidated Balance Sheet. As of December 31, 2024,2025, there was no$348,100,000 outstanding balance and $1,200,000,000 was$851,900,000 available for future borrowings under the Credit Facility.
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 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. Based on NNN's current credit ratings, the Term Loan will bear interest at an effective rate of SOFR plus the applicable margin of 85 basis points. In connection with the Term Loan, NNN incurred loan costs of $2,429,000 which are included in debt costs on the Consolidated Balance Sheet. As of December 31, 2025, no funds had been drawn on the Term Loan.
In accordance with the terms of both the Credit Facility,Facility and Term Loan, NNN is required to meet certain restrictive financial covenants, which, among other things, require NNN to maintain certain (i) leverage ratios, (ii) debt service coverage, (iii) cash flow coverage, and (iv) investment limitations. At December 31, 2024,2025, NNN was in compliance with those covenants. In the event that NNN violates any of these restrictive financial covenants, it could cause the debt under the Credit Facility and Term Loan to be accelerated and may impair NNN's access to the debt and equity markets and limit NNN's ability to pay dividends to its stockholders, each of which would likely have a material adverse impact on NNN's financial condition and results of operations.
As of December 31, 2025, NNN had the following outstanding interest rate derivatives that were designated as cash flow hedges to hedge the risk of changes in the interest cash outflows associated with the Term Loan (dollars in thousands):
On January 15, 2026, the Company drew $200,000,000 on the Term Loan. These forward starting swaps fix SOFR for the $200,000,000 borrowed at 3.22% through January 15, 2029.
NNN entered into forward starting swaps which hedged the risk of changes in forecasted interest payments on the forecasted issuance of long-term debt.unsecured notes. Upon the issuance of a series of unsecured notes, NNN terminated such derivatives as outlined in the following table (dollars in thousands):
NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as hedges. NNN had no derivative financial instruments outstanding at December 31, 2024.
Dividend Reinvestment and Stock Purchase Plan. In February 2021 and 2024, NNN filed a shelf registration statementstatements for its DRIP with the Commission that waswere automatically effective, and permitspermit NNN to issue up to 6,000,000 and 4,000,000 shares of common stock.stock, respectively. NNN's DRIP provides an economical and convenient way for current stockholders and other interested new investors to invest in NNN's common stock. The following outlines the common stock issuances pursuant to NNN's DRIP for the years ended December 31 (dollars in thousands):
What changed in the latest 10-Q
Risk Factors
There were no material changes in NNN's risk factors disclosed in Item 1A. Risk Factors in NNN's Annual Report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
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Management's Discussion & Analysis (MD&A)
Largest changes
Term Loan. In December 2025, NNN entered into a $300,000,000 senior unsecured term loan (thesee in full comparisonTerm Loan. The"Term Loan")hasfeaturing a six-month delayed draw commitmentperiodperiod.andInaJune$300,000,0002026,capacityNNNwithexercisedanits accordion option to increase theaggregatefacility sizeupto$500,000,000.$500,000,000Theand amended the Term Loanmaturestoin February 2029, unlessreduce theCompanyapplicableexercisesmarginitsfromoptions85 toextend80maturitybasistopoints.FebruaryAs2031.amended,Thethe Term Loan bears interest at SOFR plusthe applicable margin of 8580 basispoints;points,however, such interest rate may change pursuantsubject to a tiered margin structure based on NNN'sdebtcredit rating. The Term Loan matures in February 2029, with options to extend maturity to February 2031.
To hedge the risk of changes in forecasted interest payments on the Term Loan, NNN entered intosee in full comparisonthreeforward starting swapswhichwithexchangeavariabletotalinterestnotionalrate on the Term Loanvalue of $400,000,000 that fix SOFRindexedatdebt to a weighted average interest rate of 3.25%.3.30%. As ofMarchJune31,30, 2026, NNN had the following outstanding interest rate derivatives that were designated as cash flow hedges (dollars in thousands):
Line of Credit Payable. NNN's $1,200,000,000 unsecured revolving credit facility (the "Credit Facility") had a weighted average outstanding balance ofsee in full comparison$132,576,000$117,913,000 and a weighted average interest rate of4.45%4.44% during thequartersix months endedMarchJune31,30, 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.AsIn June 2026, NNN amendedin December 2025, theits Credit Facilitybearsto lower the applicable margin by five basis points, resulting in a new interestatrate of SOFR plusan applicable margin of 77.572.5 basispoints;points,however,subjectsuch applicable margin mayto changepursuantbasedtoon a tiered margin structurebasedtiedonto NNN'sdebtcredit 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$36,335,000 which are included in debt costs on the Condensed Consolidated Balance Sheets. As ofMarchJune31,30, 2026, there was$80,000,000$28,500,000 outstanding and$1,120,000,000$1,171,500,000 was available for future borrowings under the Credit Facility, and NNN was in compliance witheach ofthe Credit Facility financial covenants.
“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.”see in full comparison
during thesee in full comparisonquartersix months endedMarchJune31,30, 2026, NNN drew$300,000,000$500,000,000 on its senior unsecured term loan (the "Term Loan"). The Term Loan had a weighted average outstanding balance of$222,222,000$270,166,000 at aSOFRweightedswapped all-in fixedaverage interest rate of4.10%4.13% for thequartersix months endedMarchJune31,30, 2026 (see "Capital Structure – Term Loan"), and the Credit Facility had a weighted average outstanding balance of$132,576,000$117,913,000 with a weighted average interest rate of4.45%4.44% for thequartersix months endedMarchJune31,30, 2026, compared to a weighted average outstanding balance of$70,342,000$113,919,000 with a weighted average interest rate of5.21%5.22% for the same period in 2025.
During thesee in full comparisonquartersix months endedMarchJune31,30, 2026, the Term Loan had a weighted average outstanding balance of$222,222,000$270,166,000 andanaall-inweightedfixedaverage interest rate of4.10%,4.13%, inclusive of the outstanding swaps and the applicable margin. In connection with the Term Loan, NNN incurred loan costs of$2,465,000$3,604,000 which are included indebttermcostsloan payable on the Condensed Consolidated BalanceSheet.Sheets. As ofMarchJune31,30, 2026, there was$300,000,000$500,000,000 outstanding, and NNN was in compliance witheach ofthe Term Loan financial covenants.
Full comparison: every changed paragraph (31)
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:
As of MarchJune 31,30, 2026, NNN owned 3,7113,774 Properties in all 50 states, the District of Columbia and Puerto Rico, with an aggregate gross leasable area of approximately 39,597,00040,440,000 square feet and a weighted average remaining lease term of 10.1 years. As of MarchJune 31,30, 2026, 98.699.1 percent of the Properties were leased.
Rental Income. Rental income increased for the quarter and six months ended MarchJune 31,30, 2026, compared to the same periodperiods 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").
General and Administrative. General and administrative expenses increased in amount and as a percentage of total revenues for the quarter and six months ended MarchJune 31,30, 2026, as compared to the same periodperiods in 2025. The increase was primarily attributable to an increase in incentive compensation costs.
Real Estate. Total real estate expenses increaseddecreased for both the quarter and six months ended MarchJune 31,30, 2026, compared to the same periodperiods 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 MarchJune 31,30, 2026, compared to the same periodperiods in 2025 primarily due to a decrease in the number of vacant properties.Properties.
Depreciation and Amortization. Depreciation and amortization expenses increased for the quarter and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025. The increase was primarily attributable to the increase in NNN's Property Portfolio from recent acquisitions and was partially offset by recent dispositions (see "Results of Operations – Property Analysis").
Impairment Losses – Real Estate, Net of Recoveries. As a result of NNN's review of long-lived real estate assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries for the quarterquarters and six months ended MarchJune 31,30, 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.
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 MarchJune 31,30, 2026 and 2025, NNN recorded retirement and severance costs primarily in connection with this retirement and transition agreement.agreement along with the departure of certain other associates.
Interest Expense. Interest expense increased for the quarter and six months ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025. The following represents the primary changes in fixed rate long-term debt that impacted interest expense:
during the quartersix months ended MarchJune 31,30, 2026, NNN drew $300,000,000$500,000,000 on its senior unsecured term loan (the "Term Loan"). The Term Loan had a weighted average outstanding balance of $222,222,000$270,166,000 at a SOFRweighted swapped all-in fixedaverage interest rate of 4.10%4.13% for the quartersix months ended MarchJune 31,30, 2026 (see "Capital Structure – Term Loan"), and the Credit Facility had a weighted average outstanding balance of $132,576,000$117,913,000 with a weighted average interest rate of 4.45%4.44% for the quartersix months ended MarchJune 31,30, 2026, compared to a weighted average outstanding balance of $70,342,000$113,919,000 with a weighted average interest rate of 5.21%5.22% for the same period in 2025.
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 MarchJune 31,30, 2026, NNN had $5,397,000$4,223,000 of cash,cash and cash equivalents and restricted cash or cash held in escrow and $1,120,000,000$1,171,500,000 available for future borrowings under the Credit Facility. In addition, NNN had estimated net proceeds of $73,966,000$272,109,000 available from outstanding unsettled forward sale agreements. NNN may also fund liquidity requirements with new debt or equity issuances. NNN also has the ability to limit future property acquisitions and strategically increase property dispositions. NNN expects these liquidity sources and the discretionary nature of its property acquisition funding needs will allow NNN to meet its financial obligations over the long term.
Cash Flows. NNN had $5,397,000$4,223,000 of cash,cash and cash equivalentsequivalents, and restricted cash,none of which $827,000 was restricted cash or cash held in escrow at MarchJune 31,30, 2026. The table below summarizes NNN's cash flows (dollars in thousands):
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 quarterssix months ended MarchJune 31,30, 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.
Financing Activities. NNN's financing activities for the quartersix months ended MarchJune 31,30, 2026, included the following significant transactions:
$300,000,000$500,000,000 in net borrowings of NNN’s Term Loan,
$699,000$73,279,000 in net proceeds from the issuance of 16,3211,667,232 shares of common stock in connection with the at-the-market equity program ("ATM"), $1,337,000 in net proceeds from the issuance of 30,874 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan ("DRIP"), and $113,502,000$227,122,000 in dividends paid to common stockholders.
The table below presents material cash requirements related to NNN's long-term obligations outstanding as of MarchJune 31,30, 2026 (see "Capital Structure") (dollars in thousands):
Property Construction. NNN has committed to fund construction on 2426 Properties. The improvements on such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at MarchJune 31,30, 2026, are outlined in the table below (dollars in thousands):
As of MarchJune 31,30, 2026, NNN owned 5335 vacant, un-leased Properties which accounted for less than twoone percent of total Properties and of aggregate gross leasable area held in the Property Portfolio.
Additionally, as of AprilJuly 27,31, 2026, NNNless hadthan noone tenantspercent 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.
In AprilJuly 2026, NNN declared a dividend of $0.600$0.620 per share, which is payable in MayAugust 2026 to its common stockholders of record as of AprilJuly 30,31, 2026.
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$117,913,000 and a weighted average interest rate of 4.45%4.44% during the quartersix months ended MarchJune 31,30, 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. AsIn June 2026, NNN amended in December 2025, theits Credit Facility bearsto lower the applicable margin by five basis points, resulting in a new interest atrate of SOFR plus an applicable margin of 77.572.5 basis points;points, however,subject such applicable margin mayto change pursuantbased toon a tiered margin structure basedtied onto NNN's debtcredit 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$36,335,000 which are included in debt costs on the Condensed Consolidated Balance Sheets. As of MarchJune 31,30, 2026, there was $80,000,000$28,500,000 outstanding and $1,120,000,000$1,171,500,000 was available for future borrowings under the Credit Facility, and NNN was in compliance with each of the Credit Facility financial covenants.
Term Loan. In December 2025, NNN entered into a $300,000,000 senior unsecured term loan (the Term Loan. The "Term Loan") hasfeaturing a six-month delayed draw commitment periodperiod. andIn aJune $300,000,0002026, capacityNNN withexercised anits accordion option to increase the aggregate facility size up to $500,000,000.$500,000,000 Theand amended the Term Loan maturesto in February 2029, unlessreduce the Companyapplicable exercisesmargin itsfrom options85 to extend80 maturitybasis topoints. FebruaryAs 2031.amended, Thethe Term Loan bears interest at SOFR plus the applicable margin of 8580 basis points;points, however, such interest rate may change pursuantsubject to a tiered margin structure based on NNN's debtcredit rating. The Term Loan matures in February 2029, with options to extend maturity to February 2031.
To hedge the risk of changes in forecasted interest payments on the Term Loan, NNN entered into three forward starting swaps whichwith exchangea variabletotal interestnotional rate on the Term Loanvalue of $400,000,000 that fix SOFR indexedat debt to a weighted average interest rate of 3.25%.3.30%. As of MarchJune 31,30, 2026, NNN had the following outstanding interest rate derivatives that were designated as cash flow hedges (dollars in thousands):
During the quartersix months ended MarchJune 31,30, 2026, the Term Loan had a weighted average outstanding balance of $222,222,000$270,166,000 and ana all-inweighted fixedaverage interest rate of 4.10%,4.13%, inclusive of the outstanding swaps and the applicable margin. In connection with the Term Loan, NNN incurred loan costs of $2,465,000$3,604,000 which are included in debtterm costsloan payable on the Condensed Consolidated Balance Sheet.Sheets. As of MarchJune 31,30, 2026, there was $300,000,000$500,000,000 outstanding, and NNN was in compliance with each of the Term Loan financial covenants.
In accordance with the terms of the indentures, pursuant to which NNN's notes have been issued, NNN is required to meet certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios and (ii) certain interest coverage. At MarchJune 31,30, 2026, NNN was in compliance with those covenants.
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):
The following table outlines the common stock activity pursuant to NNN's ATM (dollars in thousands, except per share data):
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 were no 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 common stock subject to outstanding forward sale agreements, which upon settlement, are anticipated to raise net proceeds of approximately $74,000,000. Net proceeds include the impact of forward price adjustments through March 31, 2026.
NNN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-07-31 | Witherspoon Kamau Omari |
Grant/award | 1,353 | $48.14 | $65.1K |
| 2026-07-31 | Holden Betsy D |
Grant/award | 1,217 | $48.14 | $58.6K |
| 2026-07-31 | Gulacsy Elizabeth |
Grant/award | 1,039 | $48.14 | $50.0K |
| 2026-07-31 | Fritsch Edward J |
Grant/award | 1,118 | $48.14 | $53.8K |
| 2026-07-31 | Fick David M |
Grant/award | 1,715 | $48.14 | $82.6K |
| 2026-07-31 | Beall Pamela K.m. |
Grant/award | 831 | $48.14 | $40.0K |
| 2026-04-30 | Beall Pamela K.m. |
Grant/award | 833 | $43.52 | $36.3K |
| 2026-04-30 | Fick David M |
Grant/award | 1,787 | $43.52 | $77.8K |
| 2026-04-30 | Holden Betsy D |
Grant/award | 1,243 | $43.52 | $54.1K |
| 2026-04-30 | Fritsch Edward J |
Grant/award | 833 | $43.52 | $36.3K |
| 2026-04-30 | Gulacsy Elizabeth |
Grant/award | 1,049 | $43.52 | $45.7K |
| 2026-04-30 | Witherspoon Kamau Omari |
Grant/award | 1,391 | $43.52 | $60.5K |
Well-known investors holding NNN (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 9,773,107 | $454.7M | 0.16% | Added 153% |
| Two Sigma Investments | 2026-06-30 | 1,928,645 | $89.7M | 0.07% | Added 4% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 680,700 | $31.7M | 0.02% | Added 9% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 469,244 | $21.8M | 0.05% | Reduced 31% |
| Renaissance Technologies | 2026-06-30 | 441,800 | $20.6M | 0.03% | Added 294% |
| Millennium Management (Israel Englander) | 2026-06-30 | 287,362 | $13.4M | 0.01% | Reduced 1% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 132,062 | $6.1M | 0.01% | Added 1% |
| D. E. Shaw & Co. | 2026-06-30 | 130,311 | $6.1M | 0.0% | Reduced 71% |