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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 001-11290

NNN REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland

56-1431377

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (407) 265-7348

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol(s):	Name of exchange on which registered:
Common Stock, $0.01 par value	NNN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 30, 2026, the registrant had 191,931,400 shares of common stock, $0.01 par value, outstanding.


		PAGE
Part I – Financial Information
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Income and Comprehensive Income	2
	Condensed Consolidated Statements of Equity	3
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
Part II – Other Information
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	37
Signatures		39

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)


	June 30, 2026			December 31, 2025
	(unaudited)
ASSETS
Real estate portfolio, net of accumulated depreciation and amortization	$	9,463,681		$	9,239,542
Cash and cash equivalents		4,223			5,046
Restricted cash and cash held in escrow		—			776
Receivables, net of allowance of $567 and $609, respectively		2,874			3,470
Accrued rental income, net of allowance of $3,528 and $3,393, respectively		36,672			34,914
Debt costs, net of accumulated amortization of $31,348 and $29,930, respectively		4,987			8,645
Other assets		94,086			86,962
Total assets	$	9,606,523		$	9,379,355
LIABILITIES AND EQUITY
Liabilities:
Line of credit payable	$	28,500		$	348,100
Term loan payable, net of unamortized debt costs		496,835			—
Notes payable, net of unamortized discount and unamortized debt costs		4,475,938			4,472,324
Accrued interest payable		37,989			40,557
Other liabilities		106,525			110,072
Total liabilities		5,145,787			4,971,053

Equity:
Stockholders' equity:
Common stock, $0.01 par value. Authorized 375,000,000 shares; 191,931,110 and 189,937,404 shares issued and outstanding, respectively		1,921			1,901
Capital in excess of par value		5,377,445			5,295,434
Accumulated deficit		(917,959	)		(882,712	)
Accumulated other comprehensive income (loss)		(671	)		(6,321	)
Total equity		4,460,736			4,408,302
Total liabilities and equity	$	9,606,523		$	9,379,355

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

(unaudited)


	Quarter Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenues:
Rental income	$	242,682		$	226,498		$	482,696		$	457,072
Interest and other income from real estate transactions		1,584			304			1,994			584
		244,266			226,802			484,690			457,656
Operating expenses:
General and administrative		14,057			11,217			28,163			24,225
Real estate		8,266			8,838			18,065			18,213
Depreciation and amortization		71,025			68,349			141,822			132,966
Leasing transaction costs		212			74			356			204
Impairment losses – real estate, net of recoveries		8,067			4,535			18,747			6,047
Retirement and severance costs		368			191			802			2,364
		101,995			93,204			207,955			184,019
Gain on disposition of real estate		9,105			16,198			21,290			20,011
Earnings from operations		151,376			149,796			298,025			293,648
Other expenses (revenues):
Interest and other income		(35	)		(15	)		(63	)		(344	)
Interest expense		53,487			49,282			106,213			97,005
		53,452			49,267			106,150			96,661
Net earnings	$	97,924		$	100,529		$	191,875		$	196,987
Net earnings per share:
Basic	$	0.52		$	0.54		$	1.01		$	1.05
Diluted	$	0.52		$	0.54		$	1.01		$	1.05
Weighted average shares outstanding:
Basic		189,078,464			186,876,693			189,055,792			186,865,955
Diluted		189,620,010			187,070,288			189,635,670			187,088,160
Other comprehensive income:
Net earnings	$	97,924		$	100,529		$	191,875		$	196,987
Amortization of interest rate hedges		79			469			154			929
Fair value of forward starting swaps		3,698			(117	)		5,496			(409	)
Total comprehensive income	$	101,701		$	100,881		$	197,525		$	197,507

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Quarter Ended June 30, 2026

(dollars in thousands, except per share data)

(unaudited)


	Common Stock		Capital in Excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balances at March 31, 2026	$	1,904	$	5,300,076		$	(902,263	)	$	(4,448	)	$	4,395,269
Net earnings		—		—			97,924			—			97,924
Dividends declared and paid:
$0.600 per share of common stock		—		596			(113,620	)		—			(113,024	)
Issuance of common stock:
7,150 shares – director compensation		—		230			—			—			230
952 shares – stock purchase plan		—		42			—			—			42
1,667,232 shares – ATM equity program		17		74,600			—			—			74,617
Stock issuance costs		—		(1,238	)		—			—			(1,238	)
Amortization of deferred compensation		—		3,139			—			—			3,139
Amortization of interest rate hedges		—		—			—			79			79
Fair value of forward starting swap		—		—			—			3,698			3,698
Balances at June 30, 2026	$	1,921	$	5,377,445		$	(917,959	)	$	(671	)	$	4,460,736

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Quarter Ended June 30, 2025

(dollars in thousands, except per share data)

(unaudited)


	Common Stock		Capital in Excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balances at March 31, 2025	$	1,881	$	5,203,561		$	(841,164	)	$	(7,791	)	$	4,356,487
Net earnings		—		—			100,529			—			100,529
Dividends declared and paid:
$0.580 per share of common stock		1		637			(108,566	)		—			(107,928	)
Issuance of common stock:
8,688 shares – director compensation		—		268			—			—			268
1,694 shares – stock purchase plan		—		69			—			—			69
236,906 shares – ATM equity program		2		10,228			—			—			10,230
Stock issuance costs		—		(167	)		—			—			(167	)
Amortization of deferred compensation		—		2,565			—			—			2,565
Amortization of interest rate hedges		—		—			—			469			469
Fair value of forward starting swap		—		—			—			(117	)		(117	)
Balances at June 30, 2025	$	1,884	$	5,217,161		$	(849,201	)	$	(7,439	)	$	4,362,405

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - CONTINUED

Six Months Ended June 30, 2026

(dollars in thousands, except per share data)

(unaudited)


	Common Stock		Capital in Excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balances at December 31, 2025	$	1,901	$	5,295,434		$	(882,712	)	$	(6,321	)	$	4,408,302
Net earnings		—		—			191,875			—			191,875
Dividends declared and paid:
$1.200 per share of common stock		—		1,244			(227,122	)		—			(225,878	)
Issuance of common stock:
16,066 shares – director compensation		—		495			—			—			495
2,130 shares – stock purchase plan		—		93			—			—			93
1,667,232 shares – ATM equity program		17		74,600			—			—			74,617
292,180 restricted shares – net of forfeitures		3		(3	)		—			—			—
Stock issuance costs		—		(1,338	)		—			—			(1,338	)
Amortization of deferred compensation		—		6,920			—			—			6,920
Amortization of interest rate hedges		—		—			—			154			154
Fair value of forward starting swap		—		—			—			5,496			5,496
Balances at June 30, 2026	$	1,921	$	5,377,445		$	(917,959	)	$	(671	)	$	4,460,736

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Six Months Ended June 30, 2025

(dollars in thousands, except per share data)

(unaudited)


	Common Stock		Capital in Excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balances at December 31, 2024	$	1,877	$	5,197,644		$	(829,287	)	$	(7,959	)	$	4,362,275
Net earnings		—		—			196,987			—			196,987
Dividends declared and paid:
$1.160 per share of common stock		1		1,242			(216,901	)		—			(215,658	)
Issuance of common stock:
17,629 shares – director compensation		—		535			—			—			535
2,940 shares – stock purchase plan		—		120			—			—			120
236,906 shares – ATM equity program		2		10,228			—			—			10,230
390,929 restricted shares – net of forfeitures		4		(4	)		—			—			—
Stock issuance costs		—		(252	)		—			—			(252	)
Amortization of deferred compensation		—		7,648			—			—			7,648
Amortization of interest rate hedges		—		—			—			929			929
Fair value of forward starting swaps		—		—			—			(409	)		(409	)
Balances at June 30, 2025	$	1,884	$	5,217,161		$	(849,201	)	$	(7,439	)	$	4,362,405

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)


	Six Months Ended June 30,
	2026			2025
Cash flows from operating activities:
Net earnings	$	191,875		$	196,987
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		141,822			132,966
Impairment losses – real estate, net of recoveries		18,747			6,047
Amortization of notes payable discount		1,943			1,593
Amortization of debt costs		3,528			2,944
Amortization of interest rate hedges		154			929
Settlement of forward starting swaps		—			(409	)
Gain on disposition of real estate		(21,290	)		(20,011	)
Performance incentive plan expense		8,252			8,692
Performance incentive plan payment		(487	)		(1,702	)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed:
Decrease in receivables		596			476
Increase in accrued rental income		(2,129	)		(84	)
Increase in other assets		(1,259	)		(1,560	)
Increase (decrease) in accrued interest payable		(2,568	)		986
Decrease in other liabilities		(10,298	)		(5,247	)
Other		(307	)		95
Net cash provided by operating activities		328,579			322,702
Cash flows from investing activities:
Proceeds from the disposition of real estate		73,836			67,198
Additions to real estate		(429,330	)		(453,909	)
Principal payments received on mortgages and notes receivable		—			460
Other		(1,214	)		(718	)
Net cash used in investing activities		(356,708	)		(386,969	)

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(dollars in thousands)

(unaudited)


	Six Months Ended June 30,
	2026			2025
Cash flows from financing activities:
Proceeds from line of credit payable	$	592,000		$	618,000
Repayment of line of credit payable		(911,600	)		(350,300	)
Proceeds from term loan payable		500,000			—
Payment of debt issuance costs		(1,364	)		(187	)
Proceeds from issuance of common stock		75,954			11,593
Stock issuance costs		(1,338	)		(252	)
Payment of common stock dividends		(227,122	)		(216,901	)
Net cash provided by financing activities		26,530			61,953
Net decrease in cash, cash equivalents and restricted cash(1)		(1,599	)		(2,314	)
Cash, cash equivalents and restricted cash at beginning of period(1)		5,822			9,062
Cash, cash equivalents and restricted cash at end of period(1)	$	4,223		$	6,748
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized	$	104,290		$	92,016
Supplemental disclosure of noncash investing and financing activities:
Change in other comprehensive income	$	5,650		$	520
Change in work in progress accrual	$	7,073		$	11,020


(1)	Cash, cash equivalents and restricted cash is the aggregate of cash and cash equivalents and restricted cash and cash held in escrow from the Condensed Consolidated Balance Sheets. As of June 30, 2026, NNN had no restricted cash. As of December 31, 2025 and June 30, 2025, NNN had restricted cash of $776 and $775, respectively.

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies:

Organization and Nature of Business. NNN REIT, Inc., a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. The term "NNN" or the "Company" refers to NNN REIT, Inc. and its consolidated subsidiaries. NNN may elect to treat certain of its subsidiaries as taxable REIT subsidiaries.

NNN acquires, owns, invests in and develops high-quality properties that are leased primarily to tenants under long-term, net leases and are primarily held for investment ("Properties" or "Property Portfolio" or individually a "Property").


	June 30, 2026
Property Portfolio:
Total Properties	3,774
Gross leasable area (square feet) (unaudited)	40,440,000
States	50	(1)
Weighted average remaining lease term (years)	10.1


(1)	Plus the District of Columbia and Puerto Rico.

In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidance included in Topic 280, Segment Reporting, NNN's operations are reported within one reportable segment in the unaudited condensed consolidated financial statements and all properties are considered part of the Properties or Property Portfolio. As such, property counts and calculations involving property counts reflect all NNN properties. See additional disclosure in "Note 9 – Segment Information."

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles. The unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Operating results for the quarter and six months ended June 30, 2026, may not be indicative of the results that may be expected for the year ending December 31, 2026. Amounts as of December 31, 2025, included in the condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements, included herein, should be read in conjunction with the consolidated financial statements and notes thereto as well as Management's Discussion and Analysis of Financial Condition and Results of Operations in NNN's Form 10-K for the year ended December 31, 2025.

Principles of Consolidation. NNN's unaudited condensed consolidated financial statements include the accounts of each of the respective majority owned and controlled affiliates, including transactions whereby NNN has been determined to be the primary beneficiary in accordance with the FASB ASC guidance included in Topic 810, Consolidation. All significant intercompany account balances and transactions have been eliminated.

Real Estate Portfolio. NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of Properties developed or funded by NNN includes direct and indirect costs of construction, property taxes, interest, third-party costs and other miscellaneous costs incurred during the development period until the project is substantially completed and available for occupancy. NNN recorded $1,134,000 and $1,463,000 in capitalized interest during the development period for the six months ended June 30, 2026 and 2025, respectively, of which $554,000 and $542,000 was recorded during the quarters ended June 30, 2026 and 2025, respectively.

Purchase Accounting for Acquisition of Real Estate. In accordance with the FASB ASC Topic 805, Business Combinations, consideration for the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and, if applicable, to identified intangible assets and liabilities, consisting of the value of above-market and below-market in-place leases and the value of in-place leases, as applicable, based on their respective fair values.

The fair value estimate is sensitive to significant assumptions, such as establishing a range of relevant market assumptions for land, building and rent and where the acquired property falls within that range. These market assumptions for land, building and rent use the most relevant comparable properties for an acquisition. The final value relies upon ranking comparable properties' attributes from most to least similar.

The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on the determination of their fair values.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease and the renewal option terms if it is probable that the tenant will exercise options. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless the Company believes that it is likely that the tenant will renew the lease for an option term whereby the Company amortizes the value attributable to the renewal over the renewal period.

The aggregate value of other acquired intangible assets, consisting of in-place leases, is valued by comparing the purchase price paid for a property after adjusting for existing in-place leases to the estimated fair value of the property as-if-vacant, determined as set forth above. This intangible asset is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off in that period. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition.

Lease Accounting. NNN records its leases on the Property Portfolio in accordance with FASB ASC Topic 842, Leases ("ASC 842").

NNN's real estate is predominantly leased to tenants under triple-net leases, whereby the tenant is responsible for all operating expenses relating to the Property, including utilities, real estate taxes and assessments, property and liability insurance, maintenance, repairs and capital expenditures. Substantially all the leases on the Property Portfolio are classified as operating leases and are accounted for as follows:

Operating method – Properties with leases accounted for using the operating method are recorded at the cost of the real estate and depreciated on the straight-line method over their estimated remaining useful lives, which typically range from 20 to 40 years for buildings and improvements and 15 years for land improvements. Leasehold interests are amortized on the straight-line method over the terms of their respective leases. Revenue is recognized as rentals are earned and expenses (including depreciation) are charged to operations as incurred. When scheduled rentals vary during the lease term, income is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents which vary during the lease term and the income recognized on a straight-line basis.

NNN adopted certain practical expedients in ASC 842 and does not separate the non-lease components from the lease components when the timing and patterns of transfer for the lease and non-lease components are the same and the lease is classified as an operating lease. As a result, all income earned pursuant to tenant leases is reflected as one-line, rental income, in the Condensed Consolidated Statements of Income and Comprehensive Income. In addition, NNN records right-of-use assets and operating lease liabilities as lessee under operating leases in accordance with ASC 842.

Collectability. In accordance with ASC 842, NNN reviews the collectability of its lease payments on an ongoing basis. NNN considers collectability indicators when analyzing accounts receivable (and accrued rent), historical bad debt levels, tenant credit-worthiness and current economic trends, all of which assist in evaluating the probability of outstanding and future rental income collections and the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy claims.

When NNN deems the collection of rental income from a tenant not probable, uncollected and previously recognized rental revenue and any related accrued rent are reversed as a reduction to rental income and, subsequently, rental income is only recognized when cash receipts are received. At this point, a tenant is deemed cash basis for accounting purposes. If NNN subsequently deems the collection of rental income is probable, any related accrued rental income or expense is restored.

As a result of the review of collectability, NNN recorded a write-off of $362,000 and $2,099,000 of outstanding receivables and related accrued rent during the six months ended June 30, 2026 and 2025, respectively, and reclassified certain tenants as cash basis for accounting purposes.

The following table summarizes those tenants classified as cash basis for accounting purposes as of June 30:


	2026				2025
Number of tenants		13				12
Cash basis tenants as a percent of:
Total Properties		1.7	%			2.5	%
Total Annualized Base Rent ("ABR")(1)		4.0	%	(2)		4.7	%	(3)
Total gross leasable area		6.6	%			7.4	%


(1)	ABR represents the monthly cash base rent for all leases in place as of the end of the period multiplied by 12. Based on ABR of:
	(2)	$959,145,000 as of June 30, 2026.
	(3)	$893,782,000 as of June 30, 2025.

During the six months ended June 30, 2026 and 2025, NNN recognized $19,110,000 and $15,316,000, respectively, of rental income from certain tenants for periods following their classification to cash basis for accounting purposes, of which $9,540,000 and $7,584,000 was recognized during the quarters ended June 30, 2026 and 2025, respectively.

NNN includes an allowance for doubtful accounts in rental income on the Condensed Consolidated Statements of Income and Comprehensive Income.

Real Estate – Held For Sale. Real estate held for sale is not depreciated and is recorded at the lower of cost or fair value, less cost to sell. On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria as outlined in FASB ASC Topic 360, Property, Plant and Equipment, including management's intent to commit to a plan to sell the asset. NNN anticipates the disposition of Properties classified as held for sale to occur within 12 months. At June 30, 2026 and December 31, 2025, NNN had recorded real estate held for sale of $24,647,000 (19 properties) and $21,198,000 (10 properties), respectively, in real estate portfolio on the Condensed Consolidated Balance Sheets. Eight of the properties classified as held for sale as of December 31, 2025 were sold during the six months ended June 30, 2026.

Real Estate Dispositions. When real estate is disposed, the related cost, accumulated depreciation or amortization and any accrued rental income from operating leases and the net investment from direct financing leases are removed from the accounts and gains and losses from the dispositions are reflected in income. FASB ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets ("ASC 610-20"), provides guidance for recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity that transfers a nonfinancial asset in the scope of ASC 610-20 follows a two-step derecognition model to determine whether (and when) to derecognize the asset. NNN determined the key revenue stream impacted by ASC 610-20 is gain on disposition of real estate reported on the Condensed Consolidated Statements of Income and Comprehensive Income. In accordance with ASC 610-20, NNN evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue recognition, as well as transfer of control and transaction price allocation in determining the amount of gain or loss to record.

Impairment – Real Estate. NNN periodically assesses its long-lived real estate assets for possible impairment whenever certain events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These indicators include, but are not limited to: changes in real estate market conditions, the ability of NNN to re-lease properties that are currently vacant or become vacant, properties under contract and/or reclassified as held for sale, persistent vacancies greater than one year and properties leased to tenants in bankruptcy. Management evaluates whether an impairment in carrying value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), and the residual value of the real estate, with the carrying value of the individual asset. The future undiscounted cash flows are driven by estimated future market rents. Future cash flow estimates are sensitive to the assumptions made by management regarding future market rents, which are affected by expectations about future market and economic conditions. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its estimated fair value. NNN's Properties are predominantly leased to tenants under long-term net leases and held for investment. In most cases, NNN's Property leases provide for initial terms of 10 to 20 years, with cash flows provided over the entire term.

Cash and Cash Equivalents. NNN considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consist of cash and money market accounts. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. Cash accounts maintained on behalf of NNN in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, NNN has not experienced any losses in such accounts.

Restricted Cash and Cash Held in Escrow. Restricted cash and cash held in escrow may include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-deferred exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. NNN held $776,000 in restricted cash and cash held in escrow as of December 31, 2025. As of June 30, 2026, NNN had no restricted cash or cash held in escrow.

Debt Costs – Line of Credit Payable. Debt costs incurred in connection with NNN's $1,200,000,000 unsecured revolving line of credit have been deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method, which approximates the effective interest method. NNN had costs of $36,335,000 and $36,146,000, included in debt costs on the Condensed Consolidated Balance Sheets, as of June 30, 2026 and December 31, 2025, respectively, net of accumulated amortization of $31,348,000 and $29,898,000, respectively.

Debt Costs – Term Loan. Debt costs incurred in connection with NNN's $500,000,000 senior unsecured term loan have been deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method, which approximates the effective interest method. As of June 30, 2026 and December 31, 2025, debt costs were $3,604,000 and $2,429,000, respectively, net of accumulated amortization of $439,000 and $32,000, respectively.

Debt Costs – Notes Payable. Debt costs incurred in connection with the issuance of NNN's $4,550,000,000 unsecured notes have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. NNN had debt costs of $44,420,000, included in notes payable on the Condensed Consolidated Balance Sheets, as of June 30, 2026 and December 31, 2025, net of accumulated amortization of $15,422,000 and $13,750,000, respectively.

At-The-Market and Forward Equity Sales. The Company may sell shares of its common stock from time to time pursuant to an equity distribution agreement which was entered into with designated sales agents, and which established an at-the-market equity program ("ATM"). The ATM provides that in addition to the issuance and sale of common stock by NNN through a sales agent acting as a sales agent or directly to the sales agent acting as a principal for its own account at a price agreed upon at the time of sale, NNN may also enter into forward sale agreements with each of the forward purchasers or their respective affiliates.

The Company accounts for its forward sale agreements in accordance with FASB guidance applicable to financial instruments and derivatives and has concluded that the agreements do not meet the definition of liabilities, as they do not obligate the Company to repurchase its shares nor require the issuance of a variable number of shares with a predominantly fixed monetary value or a value that varies inversely with the Company’s common stock.

The Company evaluates the impact of its forward sale agreements on earnings per share in accordance with FASB ASC Topic 260, Earnings Per Share ("ASC 260"). Prior to settlement, the forward sale agreements are included in diluted earnings per share using the treasury stock method and are generally non-dilutive, except during periods in which the average market price of the Company’s common stock exceeds the adjusted forward sale price. Upon settlement of a forward sale agreement, if the Company elects physical settlement or net share settlement, the issuance of shares of common stock will result in dilution to earnings per share.

Revenue Recognition. Rental revenues for properties under construction commence upon completion of construction and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are recognized when earned in accordance with ASC 842, based on the terms of the lease of the leased asset. Leasehold interests are amortized on the straight-line method over the terms of their respective leases. When scheduled rentals vary during the lease term, income is recognized on a straight-line basis so as to produce a constant periodic rent over the term of the lease. Lease termination fees are recognized when collected subsequent to the related lease that is cancelled and NNN no longer has continuing involvement with the former tenant with respect to that property.

Earnings Per Share. Earnings per share have been computed in accordance with ASC 260. The guidance requires classification of the Company's unvested restricted share units, which contain rights to receive nonforfeitable dividends, as participating securities requiring the two-class method of computing earnings per share. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per share using the two-class method (dollars in thousands):


	Quarter Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Basic and Diluted Earnings:
Net earnings	$	97,924		$	100,529		$	191,875		$	196,987
Less: Earnings allocated to unvested restricted shares		(189	)		(190	)		(351	)		(357	)
Net earnings used in basic and diluted earnings per share	$	97,735		$	100,339		$	191,524		$	196,630

Basic and Diluted Weighted Average Shares Outstanding:
Weighted average shares outstanding		190,275,779			187,974,275			190,148,754			187,868,489
Less: Unvested restricted shares		(314,612	)		(328,001	)		(292,630	)		(308,258	)
Less: Unvested contingent restricted shares		(882,703	)		(769,581	)		(800,332	)		(694,276	)
Weighted average shares outstanding used in basic earnings per share		189,078,464			186,876,693			189,055,792			186,865,955
Dilutive effect of forward ATM offerings		23,830			—			12,827			—
Other dilutive securities		517,716			193,595			567,051			222,205
Weighted average shares outstanding used in diluted earnings per share		189,620,010			187,070,288			189,635,670			187,088,160

Income Taxes. NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Code, and related regulations. NNN generally will not be subject to federal income taxes on taxable income it distributes to stockholders, provided it meets certain other requirements for qualifying as a REIT. NNN believes it has been organized as and its past and present operations qualify NNN as a REIT. Notwithstanding NNN's qualification for taxation as a REIT, NNN is subject to certain state and local income, franchise and excise taxes.

Fair Value Measurement. NNN's estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in FASB ASC Topic 820, Fair Value Measurement. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

•

Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.

•

Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

Accumulated Other Comprehensive Income (Loss). The following table outlines the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2026 (dollars in thousands):


	Gain or Loss on Cash Flow Hedges(1)
Beginning balance, December 31, 2025	$	(6,321	)
Other comprehensive income (loss)		5,496
Reclassifications from accumulated other comprehensive income to net earnings		154		(2)
Ending balance, June 30, 2026	$	(671	)

(1)

Additional disclosure is included in "Note 7 – Derivatives".

(2)

Recorded in interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

New Accounting Pronouncements. In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense ("ASU 2024-03"), effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The amendments in this update require disclosure, in the notes to the financial statements, of specified information about certain costs and expenses and a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. While the adoption of ASU 2024-03 is not expected to have an impact on NNN's consolidated financial statements, it is expected to result in incremental disclosures within the notes to NNN's consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments–Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ("ASU 2025-05"), effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The amendments in this update provide all entities with a practical expedient, which allows entities to assume current conditions as of the balance sheet date do not change for the remaining life of the asset, in developing reasonable and supportable forecasts as part of estimating expected credit losses. In January 2026, NNN adopted the provisions of ASU 2025-05. The ASU had no impact on its current disclosures or consolidated financial statements, and NNN anticipates it will have no material impact on future reporting.

In November 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815): Hedge Accounting Improvements ("ASU 2025-09"), effective for annual and interim reporting periods beginning after December 15, 2026. The amendments in this update (i) expand the hedged risks permitted to be aggregated in a group of individual forecasted transactions in a cash flow hedge by changing the requirement to designate a group of individual forecasted transactions from having a shared risk exposure to having a similar risk exposure, (ii) provide a model to facilitate the application of cash flow hedge accounting to forecasted interest payments on variable-rate debt instruments with contractual terms that permit the borrower to change the interest rate index and interest rate tenor upon which interest is accrued, (iii) expand hedge accounting for forecasted purchases and sales of nonfinancial assets, (iv) improve generally accepted accounting principles by updating the hedge accounting guidance to accommodate differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate, and (v) eliminate the recognition and presentation mismatch related to foreign-currency-denominated debt instrument both designed as the hedging instrument in a net investment hedge and designed as the hedged item in a fair value hedge of interest rate risk. ASU 2025-09 is not expected to impact NNN based on existing hedging activity, however NNN continues to evaluate the impact of the guidance.

Use of Estimates. Additional critical accounting policies of NNN include management's estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities which are required to prepare the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Significant accounting policies include management's estimates of the purchase accounting for acquisition of real estate, the recoverability of the carrying value of long-lived assets and management's evaluation of the probability of outstanding and future lease payment collections. Estimates are sensitive to evaluations by management about current and future expectations of market and economic conditions. Actual results could differ from those estimates.

Note 2 – Real Estate:

Real Estate – Portfolio

Leases. At June 30, 2026, NNN's real estate portfolio had a weighted average remaining lease term of 10.1 years and consisted of 3,758 leases classified as operating leases and an additional two leases accounted for as direct financing leases.

The following is a summary of the structure of the leases in the Property Portfolio, although the specific terms of each lease can vary significantly. In most cases, the Property leases provide for initial terms of 10 to 20 years and a triple-net lease structure, pursuant to which the tenant bears responsibility for operating expenses of the Property, including utilities, real estate taxes and assessments, property and liability insurance, maintenance, repairs and capital expenditures. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses associated with the Property. NNN's leases provide for annual base rental payments (payable in monthly installments), the majority of which include negotiated increases in rent as a result of increases in the Consumer Price Index or set fixed increases.

NNN's leases often provide the tenant with one or more multi-year renewal options, subject to the same terms and conditions provided under the initial lease term, including rent increases. NNN's lease term is based on the non-cancellable base term unless economic incentives make it reasonably certain that an option period to extend the lease will be exercised, in which case NNN includes the renewal options. Some of the leases also provide that in the event NNN wishes to sell the Property subject to that lease, NNN first must offer the lessee the right to purchase the Property on the same terms and conditions as any offer which NNN intends to accept for the sale of the Property.

Real Estate Portfolio. NNN's real estate consisted of the following at (dollars in thousands):


	June 30, 2026			December 31, 2025
Land and improvements(1)	$	3,195,451		$	3,100,444
Buildings and improvements		8,546,774			8,323,201
Leasehold interests		355			355
		11,742,580			11,424,000
Less accumulated depreciation and amortization		(2,340,815	)		(2,248,856	)
		9,401,765			9,175,144
Work in progress and improvements		36,355			42,019
Accounted for using the operating method		9,438,120			9,217,163
Accounted for using the direct financing method		914			1,181
Classified as held for sale(2)		24,647			21,198
	$	9,463,681		$	9,239,542


(1)	Includes $33,844 and $24,523 in land for Properties under construction as of June 30, 2026 and December 31, 2025, respectively.
(2)	As of June 30, 2026, 19 Properties were classified as held for sale. Eight of the 10 properties classified as held for sale as of December 31, 2025 were sold during the six months ended June 30, 2026.

NNN recognized the following revenues in rental income (dollars in thousands):


	Quarter Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Rental income from operating leases	$	237,240	$	221,714	$	470,811	$	445,770
Earned income from direct financing leases		79		112		161		226
Percentage rent		508		284		824		1,170
Rental revenues		237,827		222,110		471,796		447,166
Real estate expense reimbursement from tenants		4,855		4,388		10,900		9,906
	$	242,682	$	226,498	$	482,696	$	457,072

Some leases provide for a free rent period or scheduled rent increases throughout the lease term. Such amounts are recognized on a straight-line basis over the terms of the leases.

For the six months ended June 30, 2026 and 2025, NNN recognized $2,129,000 and $84,000, respectively, of net straight-line accrued rental income, net of reserves, of which $838,000 and ($425,000) of such income, net of reserves was recorded during the quarters ended June 30, 2026 and 2025, respectively.

Real Estate – Intangibles

In accordance with purchase accounting for the acquisition of real estate subject to a lease, NNN has recorded intangible assets and lease liabilities that consisted of the following at (dollars in thousands):


	June 30, 2026			December 31, 2025
Intangible lease assets (included in other assets):
Above-market in-place leases	$	14,060		$	14,051
Less: accumulated amortization		(11,383	)		(11,115	)
Above-market in-place leases, net	$	2,677		$	2,936

In-place leases	$	120,187		$	117,302
Less: accumulated amortization		(85,416	)		(82,926	)
In-place leases, net	$	34,771		$	34,376

Intangible lease liabilities (included in other liabilities):
Below-market in-place leases	$	37,073		$	37,758
Less: accumulated amortization		(27,107	)		(27,293	)
Below-market in-place leases, net	$	9,966		$	10,465

The amounts amortized as a net increase to rental income for above-market and below-market in-place leases for the six months ended June 30, 2026 and 2025, were $315,000 and $1,713,000, respectively, of which $189,000 and $1,620,000 were recorded during the quarters ended June 30, 2026 and 2025, respectively. The value of in-place leases amortized to expense for the six months ended June 30, 2026 and 2025, was $2,748,000 and $5,267,000, respectively, of which $1,383,000 and $3,879,000 was recorded for the quarters ended June 30, 2026 and 2025, respectively.

Real Estate – Dispositions

The following table summarizes the properties sold and the corresponding gain recognized on the disposition of properties (dollars in thousands):


	Quarter Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
	# of Sold Properties	Net Gain		# of Sold Properties	Net Gain		# of Sold Properties	Net Gain		# of Sold Properties	Net Gain
Gain on disposition of real estate	26	$	9,105	23	$	16,198	51	$	21,290	33	$	20,011

Real Estate – Commitments

NNN has committed to fund construction on 26 Properties. The improvements on such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at June 30, 2026, are outlined in the table below (dollars in thousands):


Total commitment(1)	$	145,513
Less amount funded		(70,199	)
Remaining commitment	$	75,314


(1)	Includes land, construction costs, tenant improvements, lease costs, capitalized interest and third-party costs.

Real Estate – Impairments

NNN periodically assesses its long-lived real estate assets for possible impairment whenever certain events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

As a result of NNN's review of long-lived real estate assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries as summarized in the table below (dollars in thousands):


	Quarter Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Total real estate impairments, net of recoveries	$	8,067	$	4,535	$	18,747	$	6,047

Number of Properties:
Vacant		10		6		21		8
Occupied		—		1		3		1

The valuation of impaired assets, including assets held for sale, is determined using widely accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, which are Level 3 inputs. NNN may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

Note 3 – Line of Credit Payable:

NNN's $1,200,000,000 unsecured revolving credit facility (the "Credit Facility") had a weighted average outstanding balance of $117,913,000 and a weighted average interest rate of 4.44% during the six months ended June 30, 2026. In December 2025, NNN entered into an amendment to the Credit Facility to remove the 10 basis point Secured Overnight Financing Rate ("SOFR") credit spread adjustment. In June 2026, NNN amended its Credit Facility to lower the applicable margin by five basis points, resulting in a new interest rate of SOFR plus 72.5 basis points, subject to change based on a tiered margin structure tied to NNN's credit rating. Additionally, as part of NNN's environmental, social and governance ("ESG") initiative, pricing may be reduced if specified ESG metrics are achieved. The Credit Facility matures in April 2028, unless the Company exercises its options to extend maturity to April 2029. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000, subject to lender approval. In connection with the Credit Facility, NNN incurred loan costs of $36,335,000 which are included in debt costs on the Condensed Consolidated Balance Sheets. As of June 30, 2026, there was $28,500,000 outstanding and $1,171,500,000 available for future borrowings under the Credit Facility, and NNN was in compliance with the Credit Facility financial covenants.

Note 4 – Term Loan:

In December 2025, NNN entered into a $300,000,000 senior unsecured term loan (the "Term Loan") featuring a six-month delayed draw commitment period. In June 2026, NNN exercised its accordion option to increase the facility size to $500,000,000 and amended the Term Loan to reduce the applicable margin from 85 to 80 basis points. As amended, the Term Loan bears interest at SOFR plus 80 basis points, subject to a tiered margin structure based on NNN's credit rating. The Term Loan matures in February 2029, with options to extend maturity to February 2031.

To hedge the risk of changes in forecasted interest payments on the Term Loan, NNN entered into forward starting swaps with a total notional value of $400,000,000 that fix SOFR at 3.30% (see "Note 7 – Derivatives"). During the six months ended June 30, 2026, the Term Loan had a weighted average outstanding balance of $270,166,000 and a weighted average interest rate of 4.13%, inclusive of the outstanding swaps and the applicable margin.

In connection with the Term Loan, NNN incurred loan costs of $3,604,000 which are included in term loan payable on the Condensed Consolidated Balance Sheets. As of June 30, 2026, there was $500,000,000 outstanding under the Term Loan, and NNN was in compliance with the Term Loan financial covenants.

Note 5 – Notes Payable:

Information related to NNN's notes payable is included in NNN's Annual Report on Form 10-K for the year ended December 31, 2025. There were no issuances or repayments of long-term fixed rate debt during the six months ended June 30, 2026. At June 30, 2026, NNN was in compliance with each of the financial covenants.

Note 6 – Stockholders' Equity:

Universal Shelf Registration Statement. In August 2023, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which became automatically effective ("Universal Shelf"). The Universal Shelf permits the issuance by NNN of an indeterminate amount of debt and equity securities, including preferred stock, depositary shares, common stock, stock purchase contracts, rights, warrants and units. NNN may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering.

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


	2023 ATM
Shelf registration statement:
Effective date	August 2023
Termination date	August 2026
Total allowable shares		17,500,000
As of June 30, 2026:
Total shares issued		8,247,225
Total unsettled shares subject to forward sale agreements(1)		5,999,528
Total remaining allowable shares(2)		3,253,247
Anticipated net proceeds from unissued shares(3)	$	272,099


(1)	NNN may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sales of those shares on one or more forward settlement dates, which shall occur no later than July 2027.
(2)	Includes impact of outstanding forward sale agreements.
(3)	Includes impact of forward price adjustments through June 30, 2026. Subject to certain conditions, NNN has the right to elect cash or net share settlement rather than physical settlement of the forward sale agreements, which, if elected, could result in cash outflows rather than share issuances. NNN currently intends to physically settle its forward sale agreements.

The following table outlines the common stock activity pursuant to NNN's ATM (dollars in thousands, except per share data):


	Quarter Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Common stock:
Shares(1)		5,999,528			236,906			7,666,760			236,906
Average sale price per share	$	45.91		$	43.18		$	45.70		$	43.18
Common stock issued:
Shares(2)		1,667,232			236,906			1,667,232			236,906
Average price per share (gross)	$	44.76		$	43.18		$	44.76		$	43.18
Gross proceeds	$	74,617		$	10,230		$	74,617		$	10,230
Less: stock issuance costs(3)		(1,238	)		(167	)		(1,338	)		(252	)
Net proceeds	$	73,379		$	10,063		$	73,279		$	9,978


(1)	Includes 5,999,528, and 7,666,760 shares of common stock underlying forward sale agreements entered into during the quarter and six months ended June 30, 2026, respectively. There were no shares of common stock underlying forward sales agreements during the quarter and six months ended June 30, 2025.
(2)	Includes 1,667,232 shares of common stock issued in settlement of forward sale agreements during the quarter and six months ended June 30, 2026. There were no shares of common stock issued in settlement of forward sale agreements during the quarter and six months ended June 30, 2025.
(3)	Stock issuance costs consist primarily of underwriters' and agents' fees and commissions and legal and accounting fees.

Dividend Reinvestment and Stock Purchase Plan. In February 2024, NNN filed a shelf registration statement for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") with the Commission that was automatically effective and permits NNN to issue up to 4,000,000 shares of common stock. The following outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):


	Quarter Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Shares of common stock		14,553		17,316		30,874		34,092
Net proceeds	$	638	$	707	$	1,337	$	1,363

Dividends. The following table outlines the dividends declared and paid for NNN's common stock (dollars in thousands, except per share data):


	Quarter Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Dividends	$	113,620	$	108,566	$	227,122	$	216,901
Per share		0.600		0.580		1.200		1.160

In July 2026, NNN declared a dividend of $0.620 per share, which is payable in August 2026 to its common stockholders of record as of July 31, 2026.

Note 7 – Derivatives:

Additional information related to NNN's derivatives is included in NNN's Annual Report on Form 10-K for the year ended December 31, 2025.

As of June 30, 2026, NNN had the following outstanding interest rate derivatives that were designated as cash flow hedges to hedge the risk of changes in the interest-related cash outflows associated with the Term Loan (dollars in thousands):


# of Swap Agreements	Aggregate Notional Amount		Fixed Rate Paid(1)	Estimated Fair Value(2)		Effective Date	Maturity Date
Two(3)	$	200,000	3.22%	$	3,271	January 15, 2026	January 15, 2029
One(3)		100,000	3.32%		1,436	February 13, 2026	February 15, 2029
One(3)		100,000	3.43%		1,147	June 15, 2026	February 15, 2029
Total	$	400,000	3.30%	$	5,854


(1)	Fixed rate paid is average of strike price for the associated hedges.
(2)	Included in other assets and other comprehensive income on the Condensed Consolidated Balance Sheets (see "Note 8 – Fair value of Financial Instruments").
(3)	No hedge ineffectiveness was recognized during the six months ended June 30, 2026.

As of June 30, 2026, $671,000 remained in accumulated other comprehensive income (loss) related to NNN's previously terminated interest rate hedges. During the six months ended June 30, 2026 and 2025, NNN reclassified $154,000 and $929,000, respectively, out of accumulated other comprehensive income (loss) as an increase in interest expense, of which $79,000 and $469,000 was reclassified during the quarters ended June 30, 2026 and 2025, respectively. Over the next 12 months, NNN estimates that an additional $1,160,000 will be reclassified as an increase in interest expense. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to interest expense as interest payments are made on NNN's long-term debt.

NNN does not use derivatives for trading or speculative purposes nor does NNN currently have any derivatives which are not designated as hedges.

Note 8 – Fair Value of Financial Instruments:

Line of Credit Payable. NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate.

Term Loan Payable. NNN believes the carrying value of its Term Loan, excluding unamortized debt costs, approximates fair value based upon its nature, terms and variable interest rate.

Notes Payable. At June 30, 2026 and December 31, 2025, the fair value of NNN's notes payable excluding unamortized discount and debt costs were $4,086,492,000 and $4,124,161,000, respectively, based upon quoted market prices as of the close of the period, which is a Level 1 valuation since NNN's notes payable are publicly traded.

Derivative Financial Instruments. At June 30, 2026, the aggregate carrying value of NNN's outstanding derivative financial instruments was $5,854,000 (see "Note 7 – Derivatives") based on a Level 2 valuation to approximate fair value using widely accepted valuation techniques with observable market inputs. The valuation represents the theoretical net cost to cash settle the transaction as of June 30, 2026, including a credit valuation adjustment ("CVA") as required by ASC 820 to reflect counterparty credit risk and any credit enhancements. NNN determined the CVA's overall impact to the derivative valuation was insignificant and classified its derivative financial instrument as Level 2 within the fair value reporting hierarchy.

Note 9 – Segment Information:

NNN's operations are reported within one reportable segment and constitute all of the consolidated entities which are reported in the unaudited condensed consolidated financial statements. NNN predominantly derives its revenues from real estate leased to tenants under long-term net leases. NNN’s Properties are located in the United States.

NNN’s Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM assesses entity-wide operating results and performance and decides how to allocate resources based on net earnings which is reported on the Condensed Consolidated Statements of Income and Comprehensive Income. Additionally, the measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Included in the total assets are long-lived real estate assets which include land, buildings, improvements and right-of-use assets subject to operating leases.

The CODM uses net earnings to evaluate income generated from assets (return on assets) in deciding whether to reinvest profits to grow the Property Portfolio or deploy into other aspects of the Company, such as to retire or repay debt or pay dividends. The CODM also uses net earnings to monitor the budget versus actual results, which is used in assessing NNN’s entity-wide operating results and performance.

Significant expense categories, including general and administrative, real estate, depreciation and amortization and interest, are included on NNN’s Condensed Consolidated Statements of Income and Comprehensive Income. Asset information is included in the Condensed Consolidated Balance Sheets and "Note 2 – Real Estate."

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

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K of NNN REIT, Inc. for the year ended December 31, 2025 ("2025 Annual Report"). The term "NNN" or the "Company" refers to NNN REIT, Inc. and its consolidated subsidiaries.

Forward-Looking Statements

The information herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Also, when NNN uses any of the words "anticipate," "assume," "believe," "estimate," "expect," "intend" or similar expressions, NNN is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, NNN's actual results could differ materially from those set forth in the forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and NNN undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following is a summary of the risks and uncertainties, although not all risks and uncertainties, that could cause NNN's actual results to differ materially from those presented in NNN's forward-looking statement:

•

changes in financial and economic conditions;

•

inherent risks related to owning real estate and indirect interests in real estate;

•

the financial failure of, or other default in payment by, tenants under their leases and the potential resulting vacancies;

•

NNN’s concentration with certain tenants, industries and geographic locations;

•

NNN’s dependence on single tenant properties;

•

the successful execution of NNN’s acquisition strategies;

•

the illiquid nature of NNN’s real estate investments;

•

the degree and nature of NNN’s competition;

•

climate change or impacts of weather on NNN's Property Portfolio (as defined below);

•

the accuracy of the tools NNN uses to determine the creditworthiness of its tenants;

•

NNN’s ability to obtain debt or equity capital on favorable terms, if at all;

•

the inability to generate sufficient cash flows to service NNN’s outstanding debt or to comply with financial and other covenants on its debt instruments;

•

NNN's failure to qualify or remain qualified for taxation as a real estate investment trust ("REIT");

•

failure, weakness, interruption or breach in security of the information systems of NNN or its vendors and tenants; and

•

the other risks identified in "Item 1A. Risk Factors" of NNN's 2025 Annual Report.

These risks and uncertainties may cause NNN's actual future results to differ materially from expected results. Readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. NNN undertakes no obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

NNN, a Maryland corporation, is a fully integrated REIT formed in 1984. NNN acquires, owns, invests in and develops high-quality properties that are leased primarily to tenants under long-term, net leases, with minimal ongoing capital expenditures and are primarily held for investment ("Properties" or "Property Portfolio" or individually a "Property").

As of June 30, 2026, NNN owned 3,774 Properties in all 50 states, the District of Columbia and Puerto Rico, with an aggregate gross leasable area of approximately 40,440,000 square feet and a weighted average remaining lease term of 10.1 years. As of June 30, 2026, 99.1 percent of the Properties were leased.

NNN's management team focuses on certain key indicators to evaluate the financial condition and operating performance of NNN. Key indicators include items such as: the composition of the Property Portfolio (such as tenant, line of trade and geographic diversification), the occupancy rate of the Property Portfolio, certain financial performance metrics and profitability measures, industry trends and industry performance compared to that of NNN.

NNN evaluates the creditworthiness of its significant current and prospective tenants. This evaluation may include reviewing available financial statements, store level financial performance, press releases, public credit ratings from major credit rating agencies, industry news publications and financial market data (debt and equity pricing). NNN may also evaluate the business and operations of its significant tenants, including past payment history and periodically meeting with senior management of certain tenants.

NNN continues to maintain its diversification by tenant, line of trade and geography. NNN's top line of trade concentrations are the automotive service (18.6%), convenience stores (15.9%) and restaurants (including full and limited service) (14.0%) sectors. NNN's management believes these sectors present attractive investment opportunities. The Property Portfolio is geographically concentrated in regions of historically above-average population growth, including the southeastern (25.4%) and southern (24.2%) United States. Given these concentrations, any financial hardship within these sectors or geographic regions could have a material adverse effect on the financial condition and operating performance of NNN.

Additional information related to NNN and the Property Portfolio is included in NNN's 2025 Annual Report.

Results of Operations

Property Analysis

General. The following table summarizes the Property Portfolio:


	June 30, 2026			December 31, 2025			June 30, 2025
Properties Owned:
Number		3,774			3,692			3,663
Total gross leasable area (square feet)		40,440,000			39,578,000			38,322,000
States(1)		50			50			50
Properties:
Leased and unimproved land		3,739			3,628			3,590
Percent of Properties – leased and unimproved land		99.1	%		98.3	%		98.0	%
Weighted average remaining lease term (years)		10.1			10.2			9.8
Total gross leasable area (square feet) – leased		40,080,000			38,955,000			37,476,000
Total Annualized Base Rent ("ABR")(2)	$	959,145,000		$	928,081,000		$	893,782,000


(1)	Plus the District of Columbia and Puerto Rico.
(2)	ABR represents the monthly cash base rent for all leases in place as of the end of the period multiplied by 12.

The following table summarizes the diversification of the Property Portfolio for the top 20 lines of trade as a percentage of ABR:


	Lines of Trade	June 30, 2026	December 31, 2025	June 30, 2025
1.	Automotive service	18.6%	18.6%	18.2%
2.	Convenience stores	15.9%	16.3%	16.5%
3.	Restaurants – limited service	7.7%	7.9%	8.2%
4.	Entertainment	7.3%	7.2%	7.3%
5.	Dealerships	6.4%	6.6%	6.7%
6.	Restaurants – full service	6.3%	6.4%	7.0%
7.	Health and fitness	3.8%	3.9%	4.1%
8.	Theaters	3.5%	3.7%	3.8%
9.	Automotive parts	3.2%	3.2%	2.4%
10.	Equipment rental	3.0%	3.1%	3.1%
11.	Wholesale clubs	2.2%	2.3%	2.3%
12.	Early childhood education	2.2%	1.4%	1.1%
13.	Drug stores	1.9%	2.0%	2.1%
14.	Home improvement	1.9%	1.9%	2.0%
15.	Discount retail	1.9%	1.4%	1.4%
16.	Medical service providers	1.7%	1.8%	1.9%
17.	Pet supplies and services	1.7%	1.7%	1.6%
18.	Furniture	1.2%	1.2%	1.3%
19.	Travel plazas	1.1%	1.2%	1.2%
20.	Automobile auctions, wholesale	1.1%	1.1%	1.0%
	Other	7.4%	7.1%	6.8%
		100.0%	100.0%	100.0%

Property Acquisitions. The following table summarizes the Property acquisitions (dollars in thousands):


	Quarter Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Acquisitions:
Number of Properties		89			45			130			127
Gross leasable area (square feet)(1)		1,061,000			1,399,000			1,365,000			2,230,000
Weighted average cap rate(2)		7.3	%		7.4	%		7.4	%		7.4	%
Total dollars invested(3)	$	291,009		$	232,536		$	436,403		$	464,929


(1)	Includes additional square footage from completed construction on existing Properties.
(2)	Calculated as the initial cash annual base rent divided by the total purchase price of the Properties.
(3)	Includes dollars invested in projects under construction or tenant improvements for each respective period.

NNN typically funds Property acquisitions either through borrowings under NNN's Credit Facility (as defined in "Capital Structure – Line of Credit Payable"), by issuing its debt or equity securities in the capital markets, with undistributed funds from operations or with proceeds from the sale of Properties.

Property Dispositions. The following table summarizes the properties sold by NNN (dollars in thousands):


	Quarter Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Number of properties(1)		26			23			51			33
Gross leasable area (square feet)		195,000			358,000			441,000			430,000
Net sales proceeds	$	36,734		$	51,248		$	72,561		$	67,087
Net gain on disposition of real estate	$	9,105		$	16,198		$	21,290		$	20,011
Weighted average cap rate(2)		5.6	%		6.2	%		6.6	%		5.7	%


(1)	Sold 35 vacant and 16 income producing properties during the six months ended June 30, 2026 compared to 14 vacant and 19 income producing properties sold during the six months ended June 30, 2025.
(2)	Calculated as the cash annual base rent divided by the total gross proceeds received for the occupied properties.

NNN typically uses the disposition proceeds to either pay down the Credit Facility or reinvest in real estate.

Analysis of Revenues

The following table summarizes NNN's revenues (dollars in thousands):


	Quarter Ended June 30,						Six Months Ended June 30,
	2026		2025		Change		2026		2025		Change
Rental Revenues(1)	$	237,827	$	222,110	$	15,717	$	471,796	$	447,166	$	24,630
Real estate expenses reimbursed from tenants(2)		4,855		4,388		467		10,900		9,906		994
Rental income		242,682		226,498		16,184		482,696		457,072		25,624
Interest and other income from real estate transactions		1,584		304		1,280		1,994		584		1,410
Total revenues	$	244,266	$	226,802	$	17,464	$	484,690	$	457,656	$	27,034


(1)	Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Revenues").
(2)	See "Results of Operations – Analysis of Expenses – Real Estate" for additional information.

Rental Income. Rental income increased for the quarter and six months ended June 30, 2026, compared to the same periods in 2025. The increase is primarily due to the Rental Revenues from NNN's recent Property acquisitions (see "Results of Operations – Property Analysis – Property Acquisitions").

Analysis of Expenses

The following table summarizes NNN's expenses (dollars in thousands):


	Quarter Ended June 30,									Six Months Ended June 30,
	2026			2025			Change			2026			2025			Change
General and administrative	$	14,057		$	11,217		$	2,840		$	28,163		$	24,225		$	3,938
Real estate:
Reimbursed from tenants		4,855			4,388			467			10,900			9,906			994
Non-reimbursed		3,411			4,450			(1,039	)		7,165			8,307			(1,142	)
Total real estate		8,266			8,838			(572	)		18,065			18,213			(148	)
Depreciation and amortization		71,025			68,349			2,676			141,822			132,966			8,856
Leasing transaction costs		212			74			138			356			204			152
Impairment losses – real estate, net of recoveries		8,067			4,535			3,532			18,747			6,047			12,700
Retirement and severance costs		368			191			177			802			2,364			(1,562	)
Total operating expenses	$	101,995		$	93,204		$	8,791		$	207,955		$	184,019		$	23,936

Interest and other income	$	(35	)	$	(15	)	$	(20	)	$	(63	)	$	(344	)	$	281
Interest expense		53,487			49,282			4,205			106,213			97,005			9,208
Total other expenses	$	53,452		$	49,267		$	4,185		$	106,150		$	96,661		$	9,489


As a percentage of total revenues:
General and administrative	5.8	%	4.9	%	5.8	%	5.3	%
Non-reimbursed real estate	1.4	%	2.0	%	1.5	%	1.8	%

General and Administrative. General and administrative expenses increased in amount and as a percentage of total revenues for the quarter and six months ended June 30, 2026, as compared to the same periods in 2025. The increase was primarily attributable to an increase in compensation costs.

Real Estate. Total real estate expenses decreased for both the quarter and six months ended June 30, 2026, compared to the same periods in 2025. NNN focuses on non-reimbursed real estate expenses (total real estate expenses, net of reimbursements from tenants). In most cases, these expenses are attributable to (i) Properties for which the lease terms do not obligate the tenant to pay certain operating expenses, or (ii) vacant Properties. Non-reimbursed real estate expenses decreased in amount and as a percentage of total revenues for the quarter and six months ended June 30, 2026, compared to the same periods in 2025 primarily due to a decrease in the number of vacant Properties.

Depreciation and Amortization. Depreciation and amortization expenses increased for the quarter and six months ended June 30, 2026, compared to the same periods in 2025. The increase was primarily attributable to the increase in NNN's Property Portfolio from recent acquisitions and was partially offset by recent dispositions (see "Results of Operations – Property Analysis").

Impairment Losses – Real Estate, Net of Recoveries. As a result of NNN's review of long-lived real estate assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries for the quarters and six months ended June 30, 2026 and 2025, which were less than one percent of NNN's total assets for the respective periods as reported on the Condensed Consolidated Balance Sheets. Due to NNN's core business of investing in real estate leased primarily to tenants under long-term net leases, the inherent risks of owning commercial real estate and unknown potential changes in financial and economic conditions that may impact NNN's tenants, NNN believes it is reasonably possible to incur real estate impairment charges in the future.

Retirement and Severance Costs. In March 2025, the former Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer retired from employment. During the quarters and six months ended June 30, 2026 and 2025, NNN recorded retirement and severance costs in connection with this retirement and transition agreement along with the departure of certain other associates.

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

•

in July 2025, issued $500,000,000 aggregate principal amount of 4.600% notes due February 2031, and

•

in November 2025, redeemed $400,000,000 aggregate principal amount of 4.000% notes due November 2025.

In addition to the transactions outlined above, the following represents the primary changes in variable rate long-term debt that impacted interest expense:

•

during the six months ended June 30, 2026, NNN drew $500,000,000 on its senior unsecured term loan (the "Term Loan"). The Term Loan had a weighted average outstanding balance of $270,166,000 at a weighted average interest rate of 4.13% for the six months ended June 30, 2026 (see "Capital Structure – Term Loan"), and

•

the Credit Facility had a weighted average outstanding balance of $117,913,000 with a weighted average interest rate of 4.44% for the six months ended June 30, 2026, compared to a weighted average outstanding balance of $113,919,000 with a weighted average interest rate of 5.22% for the same period in 2025.

Liquidity and Capital Resources

NNN's demand for funds has been and will continue to be 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 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, or that the terms will be acceptable or advantageous to NNN.

NNN expects to fund both its short-term and long-term liquidity requirements, including investments in additional properties, with cash and cash equivalents, cash provided from operations, borrowings from the Credit Facility, proceeds from the settlement of outstanding forward sale agreements or proceeds from the sale of Properties. As of June 30, 2026, NNN had $4,223,000 of cash and cash equivalents and $1,171,500,000 available for future borrowings under the Credit Facility. In addition, NNN had estimated net proceeds of $272,109,000 available from outstanding unsettled forward sale agreements. NNN may also fund liquidity requirements with new debt or equity issuances. NNN also has the ability to limit future property acquisitions and strategically increase property dispositions. NNN expects these liquidity sources and the discretionary nature of its property acquisition funding needs will allow NNN to meet its financial obligations over the long term.

Cash Flows. NNN had $4,223,000 of cash and cash equivalents, none of which was restricted or cash held in escrow at June 30, 2026. The table below summarizes NNN's cash flows (dollars in thousands):


	Six Months Ended June 30,
	2026			2025
Cash, cash equivalents and restricted cash:
Provided by operating activities	$	328,579		$	322,702
Used in investing activities		(356,708	)		(386,969	)
Provided by financing activities		26,530			61,953
Decrease in cash, cash equivalents and restricted cash		(1,599	)		(2,314	)
Cash, cash equivalents and restricted cash at the beginning of the period		5,822			9,062
Cash, cash equivalents and restricted cash at the end of the period	$	4,223		$	6,748

Cash flow activities include:

Operating Activities. Cash provided by operating activities represents cash received from rental income less cash used for general and administrative and interest expenses. NNN's cash flow from operating activities has been sufficient to pay the distributions for each period presented. The change in cash provided by operations for the six months ended June 30, 2026 and 2025, is the result of changes in revenues and expenses as discussed in "Results of Operations." Cash generated from operations is expected to fluctuate in the future.

Investing Activities. Changes in cash for investing activities are largely 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.

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

•

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

•

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

•

$73,279,000 in net proceeds from the issuance of 1,667,232 shares of common stock in connection with the at-the-market equity program ("ATM"),

•

$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

•

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

Material Cash Requirements

NNN's material cash requirements include (i) long-term debt maturities; (ii) interest on long-term debt; (iii) common stock dividends (although all future distributions will be declared and paid at the discretion of the Board of Directors); and (iv) to a lesser extent, Property construction and other Property related costs that may arise.

The table below presents material cash requirements related to NNN's long-term obligations outstanding as of June 30, 2026 (see "Capital Structure") (dollars in thousands):


	Date of Obligation
	Total		2026		2027		2028		2029		2030		Thereafter
Long-term debt(1)	$	4,550,000	$	350,000	$	400,000	$	400,000	$	—	$	400,000	$	3,000,000
Long-term debt – interest(2)		1,911,506		92,100		169,733		155,067		141,450		134,367		1,218,789
Term Loan		500,000		—		—		—		500,000		—		—
Term Loan – interest(3)		54,153		10,315		20,630		20,630		2,578		—		—
Credit Facility		28,500		—		—		28,500		—		—		—
Total contractual cash obligations	$	7,044,159	$	452,415	$	590,363	$	604,197	$	644,028	$	534,367	$	4,218,789


(1)	Includes only principal amounts outstanding under notes payable and excludes unamortized note discounts and debt costs.
(2)	Interest calculation on notes payable based on stated rate of the principal amount.
(3)	Interest calculation on Term Loan based on weighted average rate of 4.13% (see "Capital Structure – Term Loan").

Property Construction. NNN has committed to fund construction on 26 Properties. The improvements on such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at June 30, 2026, are outlined in the table below (dollars in thousands):


Total commitment(1)	$	145,513
Less amount funded		(70,199	)
Remaining commitment	$	75,314


(1)	Includes land, construction costs, tenant improvements, lease costs, capitalized interest and third-party costs.

Management anticipates satisfying these obligations with a combination of NNN's cash provided from operations, current capital resources on hand, its Credit Facility, debt or equity financings and property dispositions.

Properties. In most cases, the Property leases provide for initial terms of 10 to 20 years and a triple-net lease structure, pursuant to which the tenant bears responsibility for operating expenses of the Property, including utilities, real estate taxes and assessments, property and liability insurance, maintenance, repairs and capital expenditures. 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.

The lost revenues and increased property expenses resulting from vacant Properties or the inability to collect lease payments could have a material adverse effect on the liquidity and results of operations if NNN is unable to re-lease the Properties at comparable rental rates and in a timely manner.

As of June 30, 2026, NNN owned 35 vacant, un-leased Properties which accounted for less than one percent of total Properties and of aggregate gross leasable area held in the Property Portfolio.

Additionally, as of July 31, 2026, less than one percent of total ABR, total Properties and aggregate gross leasable area held in the Property Portfolio, was leased to one tenant currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, this tenant has the right to reject or affirm their leases with NNN.

NNN generally monitors the financial performance of its significant tenants on an ongoing basis.

Dividends. One of NNN's primary objectives is to distribute a substantial portion of its funds available from operations to its stockholders in the form of dividends, while retaining sufficient cash for reserves and working capital purposes and maintaining its status as a REIT.

The following table outlines the dividends declared and paid for NNN's common stock (dollars in thousands, except per share data):


	Quarter Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Dividends	$	113,620	$	108,566	$	227,122	$	216,901
Per share		0.600		0.580		1.200		1.160

In July 2026, NNN declared a dividend of $0.620 per share, which is payable in August 2026 to its common stockholders of record as of July 31, 2026.

Capital Structure

NNN has used, and expects to use in the future, cash and various forms of debt and equity securities 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 as of (dollars in thousands):


	June 30, 2026		Percentage of Total			December 31, 2025		Percentage of Total
Line of credit payable	$	28,500		0.6	%	$	348,100		7.2	%
Term loan payable, net		496,835		9.9	%		—		—	%
Notes payable, net		4,475,938		89.5	%		4,472,324		92.8	%
Total debt outstanding	$	5,001,273		100.0	%	$	4,820,424		100.0	%

Line of Credit Payable. NNN's $1,200,000,000 unsecured revolving credit facility (the "Credit Facility") had a weighted average outstanding balance of $117,913,000 and a weighted average interest rate of 4.44% during the six months ended June 30, 2026. In December 2025, NNN entered into an amendment to the Credit Facility to remove the 10 basis point Secured Overnight Financing Rate ("SOFR") credit spread adjustment. In June 2026, NNN amended its Credit Facility to lower the applicable margin by five basis points, resulting in a new interest rate of SOFR plus 72.5 basis points, subject to change based on a tiered margin structure tied to NNN's credit rating. Additionally, as part of NNN's environmental, social and governance ("ESG") initiative, pricing may be reduced if specified ESG metrics are achieved. The Credit Facility matures in April 2028, unless the Company exercises its options to extend maturity to April 2029. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000, subject to lender approval. In connection with the Credit Facility, NNN incurred loan costs of $36,335,000 which are included in debt costs on the Condensed Consolidated Balance Sheets. As of June 30, 2026, there was $28,500,000 outstanding and $1,171,500,000 was available for future borrowings under the Credit Facility, and NNN was in compliance with the Credit Facility financial covenants.

Term Loan. In December 2025, NNN entered into a $300,000,000 senior unsecured term loan (the "Term Loan") featuring a six-month delayed draw commitment period. In June 2026, NNN exercised its accordion option to increase the facility size to $500,000,000 and amended the Term Loan to reduce the applicable margin from 85 to 80 basis points. As amended, the Term Loan bears interest at SOFR plus 80 basis points, subject to a tiered margin structure based on NNN's credit rating. The Term Loan matures in February 2029, with options to extend maturity to February 2031.

To hedge the risk of changes in forecasted interest payments on the Term Loan, NNN entered into forward starting swaps with a total notional value of $400,000,000 that fix SOFR at 3.30%. As of June 30, 2026, NNN had the following outstanding interest rate derivatives that were designated as cash flow hedges (dollars in thousands):


# of Swap Agreements	Aggregate Notional Amount		Fixed Rate Paid(1)	Estimated Fair Value(2)		Effective Date	Maturity Date
Two(3)	$	200,000	3.22%	$	3,271	January 15, 2026	January 15, 2029
One(3)		100,000	3.32%		1,436	February 13, 2026	February 15, 2029
One(3)		100,000	3.43%		1,147	June 15, 2026	February 15, 2029
Total	$	400,000	3.30%	$	5,854


(1)	Fixed rate paid is average of strike price for the associated hedges.
(2)	Included in other assets and other comprehensive income on the Condensed Consolidated Balance Sheets (see "Note 8 – Fair value of Financial Instruments").
(3)	No hedge ineffectiveness was recognized during the six months ended June 30, 2026.

During the six months ended June 30, 2026, the Term Loan had a weighted average outstanding balance of $270,166,000 and a weighted average interest rate of 4.13%, inclusive of the outstanding swaps and the applicable margin. In connection with the Term Loan, NNN incurred loan costs of $3,604,000 which are included in term loan payable on the Condensed Consolidated Balance Sheets. As of June 30, 2026, there was $500,000,000 outstanding, and NNN was in compliance with the Term Loan financial covenants.

Debt Securities – Notes Payable. Each of NNN's outstanding series of unsecured notes is summarized in the table below (dollars in thousands):


Notes(1)	Issue Date	Principal		Discount(2)		Net Price		Stated Rate	Effective Rate(3)	Maturity Date
2026(4)	December 2016	$	350,000	$	3,860	$	346,140	3.600%	3.733%	December 2026(5)(6)
2027(4)	September 2017		400,000		1,628		398,372	3.500%	3.548%	October 2027(5)
2028(4)	September 2018		400,000		2,848		397,152	4.300%	4.388%	October 2028(5)
2030(4)	March 2020		400,000		1,288		398,712	2.500%	2.536%	April 2030(5)
2031(4)	July 2025		500,000		4,090		495,910	4.600%	4.766%	February 2031(5)
2033	August 2023		500,000		11,620		488,380	5.600%	5.905%	October 2033
2034	May 2024		500,000		6,160		493,840	5.500%	5.662%	June 2034
2048	September 2018		300,000		4,239		295,761	4.800%	4.890%	October 2048
2050	March 2020		300,000		6,066		293,934	3.100%	3.205%	April 2050
2051	March 2021		450,000		8,406		441,594	3.500%	3.602%	April 2051
2052(4)	September 2021		450,000		10,422		439,578	3.000%	3.118%	April 2052
		$	4,550,000	$	60,627	$	4,489,373


(1)	The proceeds from each note issuance were used to (i) pay down the outstanding balance on the Credit Facility, (ii) redeem notes payable prior to maturity, (iii) redeem outstanding preferred stock, (iv) fund future property acquisitions, and/or (v) for general corporate purposes.
(2)	The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest method.
(3)	Includes the effects of the discount at issuance.
(4)	NNN entered into forward starting swaps which hedged the risk of changes in forecasted interest payments on forecasted issuance of long-term debt. Upon the issuance of a series of unsecured notes, NNN terminated such derivatives, and the resulting fair value was deferred in other comprehensive income. The deferred liability (asset) is being amortized over the term of the hedged forecasted transaction using the effective interest method.
(5)	The aggregate principal balance of the unsecured note maturities for the next five years is $2,050,000.
(6)	NNN may use proceeds from the Credit Facility and/or potential debt or equity offerings to repay the outstanding debt.

Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured debt of NNN. NNN may redeem each series of notes, in whole or in part, at any time prior to the par call date for the notes at the redemption price as set forth in the applicable supplemental indenture relating to the notes; provided, however, that if NNN redeems the notes on or after the par call date, the redemption price will equal 100 percent of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.

In connection with the outstanding note offerings, NNN incurred debt issuance costs totaling $44,420,000 consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses. Debt issuance costs for all note issuances have been deferred and presented as a reduction to notes payable and are being amortized over the term of the respective notes using the effective interest method.

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 June 30, 2026, NNN was in compliance with those covenants.

NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as hedges.

Equity Securities

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):


	2023 ATM
Shelf registration statement:
Effective date	August 2023
Termination date	August 2026
Total allowable shares		17,500,000
As of June 30, 2026:
Total shares issued		8,247,225
Total unsettled shares subject to forward sale agreements(1)		5,999,528
Total remaining allowable shares(2)		3,253,247
Anticipated net proceeds from unissued shares(3)	$	272,099


(1)	NNN may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sales of those shares on one or more forward settlement dates, which shall occur no later than July 2027.
(2)	Includes impact of outstanding forward sale agreements.
(3)	Includes impact of forward price adjustments through June 30, 2026. Subject to certain conditions, NNN has the right to elect cash or net share settlement rather than physical settlement of the forward sale agreements, which, if elected, could result in cash outflows rather than share issuances. NNN currently intends to physically settle its forward sale agreements.

The following table outlines the common stock activity pursuant to NNN's ATM (dollars in thousands, except per share data):


	Quarter Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Common stock:
Shares(1)		5,999,528			236,906			7,666,760			236,906
Average sale price per share	$	45.91		$	43.18		$	45.70		$	43.18
Common stock issued:
Shares(2)		1,667,232			236,906			1,667,232			236,906
Average price per share (gross)	$	44.76		$	43.18		$	44.76		$	43.18
Gross proceeds	$	74,617		$	10,230		$	74,617		$	10,230
Less: stock issuance costs(3)		(1,238	)		(167	)		(1,338	)		(252	)
Net proceeds	$	73,379		$	10,063		$	73,279		$	9,978


(1)	Includes 5,999,528, and 7,666,760 shares of common stock sold pursuant to forward sale agreements as of the quarter and six months ended June 30, 2026, respectively. There were no shares of common stock sold pursuant to forward sales agreements as of the quarter and six months ended June 30, 2025.
(2)	Includes 1,667,232 shares of common stock issued in settlement of forward sale agreements during the quarter and six months ended June 30, 2026. There were no shares of common stock issued in settlement of forward sale agreements during the quarter and six months ended June 30, 2025.
(3)	Stock issuance costs consist primarily of underwriters' and agents' fees and commissions and legal and accounting fees.

Dividend Reinvestment and Stock Purchase Plan. In February 2024, NNN filed a shelf registration statement for its DRIP with the Commission that was automatically effective and permits NNN to issue up to 4,000,000 shares of common stock. 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 (dollars in thousands):


	Quarter Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Shares of common stock		14,553		17,316		30,874		34,092
Net proceeds	$	638	$	707	$	1,337	$	1,363

Critical Accounting Estimates

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles. The unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The preparation of NNN's unaudited condensed consolidated financial statements 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 unaudited condensed consolidated 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 critical accounting estimates is included in NNN's 2025 Annual Report. NNN has not made any material changes to these policies during the periods covered by this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

NNN is exposed to interest rate risk primarily as a result of its variable rate Credit Facility and Term Loan and its fixed rate long-term debt which is used to finance NNN's Property acquisitions and construction commitments, as well as for general corporate purposes. NNN's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to reduce overall borrowing costs. To achieve its objectives, NNN borrows at both fixed and variable rates on its long-term debt and periodically uses derivatives to hedge the interest rate risk of future borrowings.

As of June 30, 2026, NNN's variable rate Credit Facility had $28,500,000 outstanding and a weighted average outstanding balance of $117,913,000 with a weighted average interest rate of 4.44% for the six months ended June 30, 2026 compared to a weighted average outstanding balance of $113,919,000 with a weighted average interest rate of 5.22% for the same period in 2025.

As of June 30, 2026, the Term Loan had an outstanding balance of $500,000,000. NNN previously entered into forward starting swaps, each effective during the six months ended June 30, 2026, with a total notional value of $400,000,000. The swaps exchange the variable interest rate SOFR component on the Term Loan to a weighted average fixed interest rate of 3.30%.

For the six months ended June 30, 2026, the Term Loan had a weighted average outstanding balance of $270,166,000 and a weighted average interest rate of 4.13%, inclusive of the swaps and the applicable margin. As of June 30, 2026, the interest rate swaps were valued as an asset of approximately $5,854,000.

The table below summarizes NNN's market risks associated with its outstanding debt obligations as of June 30, 2026, detailing principal payments and related interest rates by maturity year. The table incorporates only debt obligations that existed as of June 30, 2026, and it does not account for future obligations and therefore has limited predictive value. Actual realized gains or losses from interest rate fluctuations will depend on future exposures, interest rates and NNN's hedging strategies. If interest rates on NNN's variable rate debt increased by one percent, NNN's interest expense would have increased by less than two percent for the six months ended June 30, 2026.


Debt Obligations(1) (dollars in thousands)
	Credit Facility					Term Loan(2)						Unsecured Debt(3)
	Debt Obligation		Weighted Average Interest Rate			Debt Obligation		Weighted Average Interest Rate				Principal Debt Obligation		Effective Interest Rate
2026	$	—		—		$	—		—			$	350,000		3.73	%
2027		—		—			—		—				400,000		3.55	%
2028		28,500		4.44	%		—		—				400,000		4.39	%
2029		—		—			500,000		4.13	%	(4)		—		—
2030		—		—			—		—				400,000		2.54	%
Thereafter		—		—			—		—				3,000,000		4.54	%	(5)
Total	$	28,500		4.44	%	$	500,000		4.13	%		$	4,550,000		4.20	%
Fair Value:
June 30, 2026	$	28,500				$	500,000					$	4,086,492
December 31, 2025	$	348,100				$	—					$	4,124,161


(1)	NNN's unsecured debt obligations have a weighted average interest rate of 4.19% and a weighted average maturity of 10.1 years.
(2)	Principal only. Excludes unamortized debt costs of $3,165.
(3)	Includes NNN's notes payable, each exclude unamortized discounts and debt costs. The fair value is based upon quoted market prices as of the close of the period, which is a Level 1 valuation since NNN's notes payable are publicly traded on the over-the-counter market.
(4)	SOFR component swapped to a weighted average fixed rate of 3.30% on $400,000 notional.
(5)	Weighted average effective interest rate for years after 2030.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. An evaluation was performed under the supervision and with the participation of NNN's management, including NNN's Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer and Chief Technology Officer ("NNN's Chief Officers"), of the effectiveness as of June 30, 2026, of the design and operation of NNN's disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, NNN's Chief Officers concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting. There has been no change in NNN's internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NNN's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings. None.

Item 1A. 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None.

Item 3. Defaults Upon Senior Securities. None.

Item 4. Mine Safety Disclosures. Not applicable.

Item 5. Other Information. None.

Item 6. Exhibits

The following exhibits are filed with the Securities and Exchange Commission ("Commission") as a part of this report, unless otherwise noted, each exhibit was previously filed with the Commission and is incorporated by reference below.


10.	Material Contracts

		10.1	First Amendment to Term Loan Agreement and Agreement Regarding Additional Term Loans, dated as of June 23, 2026, by and among the Registrant, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein (filed on June 23, 2026 as Exhibit 10.1 to Registrant's Current Report on Form 8-K).

		10.2	Second Amendment to the Third Amended and Restated Credit Agreement, dated as of June 23, 2026, by and among the Registrant, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein (filed on June 23, 2026 as Exhibit 10.2 to Registrant's Current Report on Form 8-K).


31.	Section 302 Certifications(1)

		31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

		31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.	Section 906 Certifications(1)

		32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

		32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).


101.	Interactive Data File

		101.1	The following materials from the Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 2026, are formatted in Inline Extensible Business Reporting Language ("Inline XBRL"): (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of income and comprehensive income, (iii) condensed consolidated statements of equity, (iv) condensed consolidated statements of cash flows, and (v) notes to condensed consolidated financial statements.


104.	Cover Page Interactive Data File

		104.1	The cover page XBRL tags are embedded within the Inline XBRL document and included in Exhibit 101.
(1)	In accordance with Item 601(b)(32) of Regulation S-K, this exhibit is not deemed "filed" for purposes of section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATED this 5th day of August, 2026.


NNN REIT, INC.

By:	/s/ Stephen A. Horn, Jr.
	Stephen A. Horn, Jr.
	President, Chief Executive Officer and Director

By:	/s/ Vincent H. Chao
	Vincent H. Chao
	Executive Vice President and Chief Financial Officer

NNN REIT - 10-Q quarterly report FY2026 Q2

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Note 1 – Organization and Summary of Significant Accounting Policies:

Note 2 – Real Estate:

Note 3 – Line of Credit Payable:

Note 4 – Term Loan:

In connection with the Term Loan, NNN incurred loan costs of $3,604,000 which are included in term loan payable on the Condensed Consolidated Balance Sheets. As of June 30, 2026, there was $500,000,000 outstanding under the Term Loan, and NNN was in compliance with the Term Loan financial covenants.

Note 5 – Notes Payable:

Note 6 – Stockholders' Equity:

Note 7 – Derivatives:

Note 8 – Fair Value of Financial Instruments:

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

Critical Accounting Estimates

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4. Controls and Procedures

PART II. OTHER INFORMATION

SIGNATURES

What is the market capitalization of a company?

DISCLAIMER

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