NNN REIT, INC. - Quarter Report: 2024 September (Form 10-Q)

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM

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

For the quarterly period ended

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

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

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

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: ()

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


Title of each class:	Trading Symbol(s):	Name of exchange on which registered:

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. ☒ 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). ☒ 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.


	☒	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 October 28, 2024, the registrant had shares of common stock, $0.01 par value, outstanding.

TABLE OF CONTENTS


		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	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
Part II – Other Information
Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	35
Signatures		36

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)


	September 30, 2024			December 31, 2023
	(unaudited)
ASSETS
Real estate portfolio, net of accumulated depreciation and amortization	$			$
Cash and cash equivalents
Restricted cash and cash held in escrow
Receivables, net of allowance of $ and $, respectively
Accrued rental income, net of allowance of $ and $, respectively
Debt costs, net of accumulated amortization of $ and $, respectively
Other assets
Total assets	$			$
LIABILITIES AND EQUITY
Liabilities:
Line of credit payable	$			$
Notes payable, net of unamortized discount and unamortized debt costs
Accrued interest payable
Other liabilities
Total liabilities

Equity:
Stockholders' equity:
Common stock, $ par value. Authorized shares; and shares issued and outstanding, respectively
Capital in excess of par value
Accumulated deficit		(	)		(	)
Accumulated other comprehensive income (loss)		(	)		(	)
Total equity
Total liabilities and equity	$			$

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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues:
Rental income	$			$			$			$
Interest and other income from real estate transactions

Operating expenses:
General and administrative
Real estate
Depreciation and amortization
Leasing transaction costs
Impairment losses – real estate, net of recoveries
Executive retirement costs

Gain on disposition of real estate
Earnings from operations
Other expenses (revenues):
Interest and other income		(	)		(	)		(	)		(	)
Interest expense

Net earnings	$			$			$			$
Net earnings per share:
Basic	$			$			$			$
Diluted	$			$			$			$
Weighted average shares outstanding:
Basic
Diluted
Other comprehensive income:
Net earnings	$			$			$			$
Amortization of interest rate hedges
Total comprehensive income	$			$			$			$

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Quarter Ended September 30, 2024

(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 June 30, 2024

(

)

(

)

Net earnings

—

Dividends declared and paid:

$ per share of common stock

—

(

)

—

(

)

Issuance of common stock:

shares – director compensation

—

shares – stock purchase plan

—

shares – ATM equity program

—

Stock issuance costs

—

(

)

—

(

)

Amortization of deferred compensation

—

Amortization of interest rate hedges

—

Balances at September 30, 2024

(

)

(

)

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Quarter Ended September 30, 2023

(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 June 30, 2023

(

)

(

)

Net earnings

—

Dividends declared and paid:

$ per share of common stock

—

(

)

—

(

)

Issuance of common stock:

shares – director compensation

—

shares – stock purchase plan

—

restricted shares – net of forfeitures

—

Stock issuance costs

—

(

)

—

(

)

Amortization of deferred compensation

—

Amortization of interest rate hedges

—

Balances at September 30, 2023

(

)

(

)

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Nine Months Ended September 30, 2024

(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, 2023

(

)

(

)

Net earnings

—

Dividends declared and paid:

$ per share of common stock

—

(

)

—

(

)

Issuance of common stock:

shares – director compensation

—

shares – stock purchase plan

—

shares – ATM equity program

—

restricted shares – net of forfeitures

(

)

—

Stock issuance costs

—

(

)

—

(

)

Amortization of deferred compensation

—

Amortization of interest rate hedges

—

Balances at September 30, 2024

(

)

(

)

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Nine Months Ended September 30, 2023

(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, 2022

(

)

(

)

Net earnings

—

Dividends declared and paid:

$ per share of common stock

—

(

)

—

(

)

Issuance of common stock:

shares – director compensation

—

shares – stock purchase plan

—

shares – ATM equity program

—

restricted shares – net of forfeitures

(

)

—

Stock issuance costs

—

(

)

—

(

)

Amortization of deferred compensation

—

Amortization of interest rate hedges

—

Balances at September 30, 2023

(

)

(

)

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)


	Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Net earnings	$			$
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization
Impairment losses – real estate, net of recoveries
Amortization of notes payable discount
Amortization of debt costs
Amortization of mortgages payable premium					(	)
Amortization of interest rate hedges
Gain on disposition of real estate		(	)		(	)
Performance incentive plan expense
Performance incentive plan payment		(	)		(	)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed:
Decrease in receivables
Decrease (increase) in accrued rental income					(	)
Increase in other assets		(	)		(	)
Increase in accrued interest payable
Increase in other liabilities
Other		(	)
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from the disposition of real estate
Additions to real estate		(	)		(	)
Principal payments received on mortgages and notes receivable
Other		(	)		(	)
Net cash used in investing activities		(	)		(	)

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(dollars in thousands)

(unaudited)


	Nine Months Ended September 30,
	2024			2023
Cash flows from financing activities:
Proceeds from line of credit payable	$			$
Repayment of line of credit payable		(	)		(	)
Repayment of mortgages payable					(	)
Proceeds from notes payable
Repayment of notes payable		(	)
Payment of debt issuance costs		(	)		(	)
Proceeds from issuance of common stock
Stock issuance costs		(	)		(	)
Payment of common stock dividends		(	)		(	)
Net cash provided by (used in) financing activities		(	)
Net increase in cash, cash equivalents and restricted cash(1)
Cash, cash equivalents and restricted cash at beginning of period(1)
Cash, cash equivalents and restricted cash at end of period(1)	$			$
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized	$			$
Supplemental disclosure of noncash investing and financing activities:
Change in other comprehensive income	$			$
Right-of-use asset recorded in connection with lease liability	$			$
Change in work in progress accrual	$	(	)	$


(1)	, $ and $, respectively.

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

Gross leasable area (square feet)

States

Weighted average remaining lease term (years)

NNN's operations are reported within 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.

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 nine months ended September 30, 2024, may not be indicative of the results that may be expected for the year ending December 31, 2024. Amounts as of December 31, 2023, 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, 2023.

and $ in capitalized interest during the development period for the nine months ended September 30, 2024 and 2023, respectively, of which $ and $ was recorded during the quarters ended September 30, 2024 and 2023, respectively.

Purchase Accounting for Acquisition of Real Estate. In accordance with the FASB ASC guidance on 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 leases and the value of in-place leases, as applicable, based on their respective fair values.

to years for buildings and improvements and 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.

and $ of outstanding receivables and related accrued rent for certain tenants reclassified to cash basis for accounting purposes during the nine months ended September 30, 2024 and 2023, respectively.

Cash basis tenants as a percent of:

Total Properties

Total annual base rent

(1)

(2)

Total gross leasable area


Based on annualized base rent for all leases in place on each respective date.
	(1)	$ as of September 30, 2024.
	(2)	$ as of September 30, 2023.

During the nine months ended September 30, 2024 and 2023, NNN recognized $ and $, respectively, of rental income from certain tenants for periods following their classification to cash basis for accounting purposes, of which $ and $ was recognized during the quarters ended September 30, 2024 and 2023, respectively.

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

(two properties) and $ (one property), respectively, in real estate portfolio on the Condensed Consolidated Balance Sheets. The property classified as held for sale as of December 31, 2023 was sold during the nine months ended September 30, 2024.

and $ included in other assets on the Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, respectively, net of $ and $ allowance for credit loss, respectively. NNN periodically evaluates the allowance for credit loss based on the fair value of the collateral and a 15-year historical collectability trend analysis.

and $ in restricted cash and cash held in escrow as of September 30, 2024 and December 31, 2023, respectively.

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 has recorded debt costs associated with the Credit Facility (as defined in "Note 3 – Line of Credit Payable") as an asset, in debt costs on the Condensed Consolidated Balance Sheets.

Debt Costs – Notes Payable. Debt costs incurred in connection with the issuance of NNN's unsecured notes have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. NNN had debt costs of $ and $, included in notes payable on the Condensed Consolidated Balance Sheets, as of September 30, 2024 and December 31, 2023, respectively, net of accumulated amortization of $ and $, respectively.

Less: Earnings allocated to unvested restricted shares

(

)

(

)

(

)

(

)

Net earnings used in basic and diluted earnings per share

Basic and Diluted Weighted Average Shares Outstanding:

Weighted average shares outstanding

Less: Unvested restricted shares

(

)

(

)

(

)

(

)

Less: Unvested contingent restricted shares

(

)

(

)

(

)

(

)

Weighted average shares outstanding used in
basic earnings per share

Other dilutive securities

Weighted average shares outstanding used in
diluted earnings per share

)

Reclassifications from accumulated other comprehensive income to net earnings

(2)

Ending balance, September 30, 2024

(

)

years and consisted of leases classified as operating leases and an additional leases accounted for as direct financing leases.

The following is a summary of the general structure of the leases in the Property Portfolio, although the specific terms of each lease can vary significantly. Typically, the Property leases provide for initial terms of to years. The Properties are generally leased under triple-net leases, pursuant to which the tenant typically bears responsibility for all 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 (generally payable in monthly installments), and generally provide for limited increases in rent as a result of increases in the Consumer Price Index or fixed increases.

Generally, NNN's leases provide the tenant with one or more multi-year renewal options, subject to generally 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 event 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.

Buildings and improvements

Leasehold interests

Less accumulated depreciation and amortization

(

)

(

)

Work in progress and improvements

Accounted for using the operating method

Accounted for using the direct financing method

Classified as held for sale(2)

and $ in land for Properties under construction at September 30, 2024 and December 31, 2023, respectively.

Earned income from direct financing leases

Percentage rent

Rental revenues

Real estate expenses reimbursed from tenants

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 nine months ended September 30, 2024 and 2023, NNN recognized ($) and $, respectively, of net straight-line accrued rental income, net of reserves, of which $ and $ of such income, net of reserves was recorded during the quarters ended September 30, 2024 and 2023, respectively.

Real Estate – Intangibles

Less: accumulated amortization

(

)

(

)

Above-market in-place leases, net

In-place leases

Less: accumulated amortization

(

)

(

)

In-place leases, net

Intangible lease liabilities (included in other liabilities):

Below-market in-place leases

Less: accumulated amortization

(

)

(

)

Below-market in-place leases, net

The amounts amortized as a net increase to rental income for above-market and below-market in-place leases for the nine months ended September 30, 2024 and 2023, were $ and $, respectively, of which $ and $ were recorded for the quarters ended September 30, 2024 and 2023, respectively. The value of in-place leases amortized to expense for the nine months ended September 30, 2024 and 2023, was $ and $, respectively, of which $ and $ was recorded for the quarters ended September 30, 2024 and 2023, respectively.

Real Estate – Commitments

NNN has committed to fund construction on Properties. The improvements on such Properties are estimated to be completed within to months.

Less amount funded

(

)

Remaining commitment

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.

Number of Properties:

Vacant

Occupied

The valuation of impaired assets 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.

to $ and amended certain other terms under the former revolving credit facility (as the context requires, the previous and new revolving credit facility, the "Credit Facility"). The Credit Facility had a weighted average outstanding balance of $ and a weighted average interest rate of % during the nine months ended September 30, 2024. The Credit Facility has a base interest rate of the Secured Overnight Financing Rate ("SOFR") plus a SOFR adjustment of basis points ("Adjusted SOFR"). The Credit Facility bears interest at Adjusted SOFR plus basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. Additionally, as part of NNN's environmental, social and governance ("ESG") initiative, pricing may be reduced if specified ESG metrics are achieved. The Credit Facility matures in April 2028, unless the Company exercises its options to extend maturity to April 2029. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $, subject to lender approval. In connection with the Credit Facility, loan costs are classified as debt costs on the Condensed Consolidated Balance Sheets. As of September 30, 2024, amount was outstanding and $ was available for future borrowings under the Credit Facility, and NNN was in compliance with each of the Credit Facility financial covenants.

aggregate principal amount of % notes due June 2034 (the "2034 Notes").

The 2034 Notes were sold at a discount with an aggregate net price of $ with interest payable annually on June 15 and December 15, commencing on December 15, 2024. The discount of $ is being amortized to interest expense over the term of the 2034 Notes using the effective interest method. The effective interest rate for the 2034 Notes after accounting for the note discount is %.

NNN received approximately $ of net proceeds in connection with the issuance of the 2034 Notes, after incurring debt issuance costs consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses, totaling $ for the 2034 Notes.

The 2034 Notes are senior, unsecured obligations of NNN and are subordinated to all secured debt of NNN. NNN may redeem the 2034 Notes, in whole or part, at any time prior to the par call date at the redemption price as set forth in the supplemental indenture dated May 29, 2024 relating to the 2034 Notes; provided, however, that if NNN redeems the notes on or after the par call date, the redemption price will equal % of the principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.

In June 2024, NNN redeemed the $ % notes payable that were due in June 2024. The notes were redeemed at a price equal to % of the principal amount and accrued and unpaid interest.

As of September 30, 2024, $ remained in accumulated other comprehensive income (loss) related to NNN's previously terminated interest rate hedges. During the nine months ended September 30, 2024 and 2023, NNN reclassified out of accumulated other comprehensive income (loss) $ and $, respectively, of which $ and $ was reclassified during the quarters ended September 30, 2024 and 2023, respectively, as an increase in interest expense. Over the next 12 months, NNN estimates that an additional $ will be reclassified as an increase in interest expense from these terminated derivatives. 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. NNN had no derivative financial instruments outstanding at September 30, 2024.

Total shares issued as of September 30, 2024

Average price per share (net)

Net proceeds

(

)

Stock issuance costs(1)

(

)


(1)

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 shares of common stock.

Net proceeds

Dividends.

Per share

In October 2024, NNN declared a dividend of $ per share, which is payable in November 2024 to its common stockholders of record as of October 31, 2024.

and $, 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.

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, 2023 ("2023 Annual Report"). The term “NNN” or the “Company” refers to NNN REIT, Inc. and all of 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 and Exchange Act of 1934 (the “Exchange Act”). Also, when NNN uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, NNN is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, NNN's actual results could differ materially from those set forth in the forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and NNN undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following is a summary of the risks and uncertainties, although not all risks and uncertainties, that could cause NNN's actual results to differ materially from those presented in NNN's forward-looking statement:

•

Changes in financial and economic conditions, including inflation, may have an adverse impact on NNN, its tenants and commercial real estate in general;

•

Loss of rent from tenants would reduce NNN's cash flow;

•

A significant portion of the source of the Property Portfolio annual base rent is concentrated in specific industry classifications, tenants and geographic locations;

•

NNN may not be able to successfully execute its acquisition or development strategies;

•

NNN may not be able to dispose of Properties consistent with its operating strategy;

•

Certain provisions of NNN's leases or loan agreements may be unenforceable;

•

Competition from numerous other real estate investment trusts (“REIT”), commercial developers, real estate limited partnerships and other investors or a lack of properties for sale may impede NNN's ability to grow;

•

A natural disaster or impacts of weather or other event resulting in uninsured loss may adversely affect the operations of NNN's tenants and therefore the ability of NNN's tenants to pay rent, NNN's operating results and asset values of NNN's Property Portfolio (as defined below);

•

NNN's ability to fully control the management of its net-leased Properties may be limited;

•

Bankrupt tenants or vacant Properties could adversely affect NNN's business or financial condition;

•

Cybersecurity risks and cyber incidents as well as other significant disruptions of NNN's information technology networks and related systems and resources, or those of NNN's vendors or other third-parties, could adversely affect NNN's business, disrupt operations and expose NNN to liabilities to tenants, associates, capital providers, governmental regulators and other third parties;

•

NNN relies upon cloud computing services to operate certain aspects of its business and any disruption could have an adverse effect on its financial condition and results of operations;

•

Future investment in international markets could subject NNN to additional risks;

•

NNN may suffer a loss in the event of a default or bankruptcy of a borrower;

•

Property ownership through joint ventures and partnerships could limit NNN's control of those investments;

•

NNN may be unable to obtain debt or equity capital on favorable terms, if at all;

•

The amount of debt NNN has and the restrictions imposed by that debt could adversely affect NNN's business and financial condition;

•

NNN is obligated to comply with financial and other covenants in its debt instruments that could restrict its operating activities, and the failure to comply with such covenants could result in defaults that accelerate the payment of such debt;

•

NNN's ability to pay dividends in the future is subject to many factors;

•

Future issuances of NNN's equity securities could dilute the interest of NNN's common stockholders;

•

Owning real estate and indirect interests in real estate carries inherent risks;

•

NNN's real estate investments are illiquid;

•

NNN may be subject to known or unknown environmental liabilities and risks, including but not limited to liabilities and risks resulting from the existence of hazardous materials on or under Properties owned by NNN;

•

NNN's failure to qualify as a REIT for federal income tax purposes could result in significant tax liability;

•

Compliance with REIT requirements, including distribution requirements, may limit NNN's flexibility and may negatively affect NNN's operating decisions;

•

The share ownership restrictions of the Internal Revenue Code of 1986, as amended (the "Code"), for REITs and the 9.8% share ownership limit in NNN's charter may inhibit market activity in NNN's shares of stock and restrict NNN's business combination opportunities;

•

Costs of complying with changes in governmental laws and regulations may adversely affect NNN's results of operations;

•

Non-compliance with Title III of the Americans with Disabilities Act of 1990 and similar state and local laws could have an adverse effect on NNN's business and operating results;

•

NNN's loss of key management personnel could adversely affect performance and the value of its securities;

•

NNN's failure to maintain effective internal control over financial reporting could have a material adverse effect on its business, operating results and the market value of NNN's securities;

•

An epidemic or pandemic (such as the outbreak and worldwide spread of a novel strain of coronavirus, and its variants ("COVID-19")), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt NNN's tenants' ability to operate their businesses and/or pay rent to NNN or prevent NNN from operating its business in the ordinary course for an extended period;

•

Acts of violence, terrorist attacks or war may affect NNN's Properties, the markets in which NNN operates and NNN's results of operations;

•

Changes in accounting pronouncements could adversely impact NNN's or NNN's tenants' reported financial performance;

•

The market value of NNN's equity and debt securities is subject to various factors that may cause significant fluctuations or volatility;

•

Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow; and

•

Adverse legislative or regulatory tax changes could reduce NNN's earnings and cash flow and the market value of NNN's securities.

Additional information related to these risks and uncertainties are included in "Item 1A. Risk Factors" of NNN's 2023 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's assets are primarily real estate assets. NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and are primarily held for investment ("Properties" or "Property Portfolio", or individually a "Property").

As of September 30, 2024, NNN owned 3,549 Properties in 49 states, with an aggregate gross leasable area of approximately 36,550,000 square feet, and a weighted average remaining lease term of 10.0 years. Approximately 99 percent of the Properties were leased as of September 30, 2024.

NNN's management team focuses on certain key indicators to evaluate the financial condition and operating performance of NNN. The key indicators for NNN 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 largest line of trade concentrations are the automotive service (16.8%), restaurant (including full and limited service) (16.7%) and convenience store (15.9%) sectors. These sectors represent a large part of the freestanding retail property marketplace and NNN's management believes these sectors present attractive investment opportunities. The Property Portfolio is geographically concentrated in the southeast (26.2%) and south (23.2%) United States, which are regions of historically above-average population growth. Given these concentrations, any financial hardship within these sectors or geographic regions could have a material adverse effect on the financial condition and operating performance of NNN.

As of September 30, 2024 and 2023, the Property Portfolio remained approximately 99 percent leased and had a weighted average remaining lease term of approximately 10 years. High occupancy levels coupled with a triple-net lease structure, provides enhanced probability of achieving consistent earnings.

Additional information related to NNN and the Property Portfolio is included in NNN's 2023 Annual Report.

Results of Operations

Property Analysis

General. The following table summarizes the Property Portfolio:


	September 30, 2024			December 31, 2023			September 30, 2023
Properties Owned:
Number		3,549			3,532			3,511
Total gross leasable area (square feet)		36,550,000			35,966,000			35,797,000
Properties:
Leased and unimproved land		3,525			3,514			3,484
Percent of Properties – leased and unimproved land		99	%		99	%		99	%
Weighted average remaining lease term (years)		10.0			10.1			10.1
Total gross leasable area (square feet) – leased		36,243,000			35,683,000			35,462,000
Total annualized base rent(1)	$	850,976,000		$	818,749,000		$	800,194,000


(1)	Annualized base rent is calculated by multiplying the monthly cash base rent in place on each respective date, by 12.

The following table summarizes the diversification of the Property Portfolio based on the top 20 lines of trade:


		% of Annual Base Rent
	Lines of Trade	September 30, 2024(1)	December 31, 2023(2)	September 30, 2023(3)
1.	Automotive service	16.8%	15.6%	14.7%
2.	Convenience stores	15.9%	16.4%	16.8%
3.	Restaurants – limited service	8.4%	8.5%	8.8%
4.	Restaurants – full service	8.3%	8.7%	8.8%
5.	Family entertainment centers	7.2%	6.4%	5.8%
6.	Recreational vehicle dealers, parts and accessories	5.1%	4.6%	4.7%
7.	Theaters	4.0%	4.1%	4.2%
8.	Health and fitness	4.0%	4.5%	4.6%
9.	Equipment rental	3.2%	3.0%	3.0%
10.	Wholesale clubs	2.4%	2.5%	2.5%
11.	Automotive parts	2.4%	2.5%	2.5%
12.	Drug stores	2.2%	2.4%	2.5%
13.	Home improvement	2.1%	2.2%	2.3%
14.	Furniture	1.9%	2.0%	2.1%
15.	Medical service providers	1.8%	1.7%	1.8%
16.	General merchandise	1.4%	1.4%	1.5%
17.	Pet supplies and services	1.3%	1.1%	1.0%
18.	Home furnishings	1.3%	1.3%	1.3%
19.	Consumer electronics	1.3%	1.4%	1.4%
20.	Travel plazas	1.2%	1.3%	1.3%
	Other	7.8%	8.4%	8.4%
		100.0%	100.0%	100.0%


Based on annualized base rent for all leases in place on each respective date.
	(1)	$850,976,000 as of September 30, 2024.
	(2)	$818,749,000 as of December 31, 2023.
	(3)	$800,194,000 as of September 30, 2023.

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


	Quarter Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Acquisitions:
Number of Properties		8			46			44			125
Gross leasable area (square feet)(1)		626,000			449,000			1,181,000			1,003,000
Cap rate(2)		7.6	%		7.4	%		7.8	%		7.2	%
Total dollars invested(3)	$	113,576		$	212,493		$	348,610		$	550,034


(1)	Includes additional square footage from completed construction on existing Properties.
(2)	The cap rate is a weighted average, 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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Number of properties		9			13			29			26
Gross leasable area (square feet)		153,000			135,000			569,000			189,000
Net sales proceeds	$	20,047		$	49,006		$	105,852		$	89,164
Net gain on disposition of real estate	$	7,765		$	19,992		$	30,207		$	40,222
Cap rate(1)		4.4	%		6.0	%		7.0	%		5.8	%


(1)	The cap rate is a weighted average of properties occupied at disposition, calculated as the cash annual base rent divided by the total gross proceeds received for the 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 September 30,				Percent Increase			Nine Months Ended September 30,				Percent Increase
	2024		2023		(Decrease)			2024		2023		(Decrease)
Rental Revenues(1)	$	213,763	$	200,763		6.5	%	$	635,788	$	597,916		6.3	%
Real estate expenses reimbursed from tenants		4,392		4,093		7.3	%		13,332		12,996		2.6	%
Rental income		218,155		204,856		6.5	%		649,120		610,912		6.3	%
Interest and other income from real estate transactions		409		276		48.2	%		1,664		968		71.9	%
Total revenues	$	218,564	$	205,132		6.5	%	$	650,784	$	611,880		6.4	%


(1)	Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Revenues").

Rental Income. Rental income increased for the quarter and nine months ended September 30, 2024, as compared to the same periods in 2023. 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 September 30,						Percent Increase			Nine Months Ended September 30,						Percent Increase
	2024			2023			(Decrease)			2024			2023			(Decrease)
General and administrative	$	11,209		$	10,225			9.6	%	$	35,582		$	33,216			7.1	%
Real estate:
Reimbursed from tenants		4,392			4,093			7.3	%		13,332			12,996			2.6	%
Non-reimbursed		2,871			2,366			21.3	%		7,843			7,145			9.8	%
Total real estate		7,263			6,459			12.4	%		21,175			20,141			5.1	%
Depreciation and amortization		63,369			59,523			6.5	%		186,487			178,546			4.4	%
Leasing transaction costs		22			96			(77.1	)%		75			223			(66.4	)%
Impairment losses – real estate, net of recoveries		760			1,001			(24.1	)%		2,908			3,675			(20.9	)%
Executive retirement costs		156			153			2.0	%		626			885			(29.3	)%
Total operating expenses	$	82,779		$	77,457			6.9	%	$	246,853		$	236,686			4.3	%

Interest and other income	$	(845	)	$	(644	)		31.2	%	$	(1,940	)	$	(751	)		158.3	%
Interest expense		46,491			41,524			12.0	%		137,137			120,509			13.8	%
Total other expenses	$	45,646		$	40,880			11.7	%	$	135,197		$	119,758			12.9	%


As a percentage of total revenues:
General and administrative	5.1	%	5.0	%	5.5	%	5.4	%
Non-reimbursed real estate	1.3	%	1.2	%	1.2	%	1.2	%

General and Administrative. General and administrative expenses increased in amount; however, remained relatively flat as a percentage of total revenues for the quarter and nine months ended September 30, 2024 as compared to the same periods in 2023. The increase is primarily attributable to an increase in compensation costs.

Real Estate. Total real estate expenses increased for the quarter and nine months ended September 30, 2024 as compared to the same periods in 2023. However, NNN focuses on non-reimbursed real estate expenses (total real estate expenses, net of reimbursements from tenants). These expenses are typically attributable to (i) Properties for which the lease terms do not obligate the tenant to pay certain operating expenses or (ii) vacant Properties. Non-reimbursed real estate expenses remained relatively flat as a percentage of total revenues for the quarter and nine months ended September 30, 2024 as compared to the same periods in 2023.

Depreciation and Amortization. Depreciation and amortization expense increased for the quarter and nine months ended September 30, 2024, as compared to the same periods in 2023. The increase is primarily due to the increase in NNN's Property Portfolio from recent acquisitions (see "Results of Operations – Property Analysis – Property Acquisitions"), and is partially offset by recent dispositions (see "Results of Operations – Property Analysis – Property Dispositions").

Impairment Losses – Real Estate, Net of Recoveries. As a result of NNN's review of long-lived assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries for the quarters and nine months ended September 30, 2024 and 2023, 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 retail 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.

Interest Expense. Interest expense increased for the quarter and nine months ended September 30, 2024, as compared to the same periods in 2023. The following represents the primary changes in fixed rate long-term debt that impacted interest expense (dollars in thousands):


Transaction	Effective Date	Principal			Stated Rate	Original Maturity
Issuance 2033 Notes	August 2023	$	500,000		5.600%	October 2033
Issuance 2034 Notes	May 2024		500,000		5.500%	June 2034
Redemption 2024 Notes	June 2024		(350,000	)	3.900%	June 2024

The increase in interest expense was partially offset by the Credit Facility having a weighted average outstanding balance of $75,769,000 with a weighted average interest rate of 6.28% for the nine months ended September 30, 2024 compared to a weighted average outstanding balance of $201,296,000 with a weighted average interest rate of 5.79% for the nine months ended September 30, 2023.

Liquidity and Capital Resources

NNN's demand for funds has been, and will continue to be, primarily for (i) payment of operating expenses and dividends, (ii) property acquisitions and construction commitments, (iii) capital expenditures, (iv) payment of principal and interest on its outstanding indebtedness, 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 strategy while servicing its debt requirements, maintaining its investment grade credit rating, 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 typically expects to fund both its short-term and long-term liquidity requirements, including investments in additional properties, with cash and cash equivalents, cash provided from operations, borrowings from NNN's Credit Facility or proceeds from the sale of Properties. As of September 30, 2024, NNN had $178,512,000 of cash, cash equivalents and restricted cash or cash held in escrow and $1,200,000,000 available for future borrowings under the Credit Facility. NNN may also fund liquidity requirements with new debt or equity issuances, although newly issued debt may be at higher interest rates than the rates on NNN's existing outstanding debt. NNN has the ability to limit future property acquisitions and strategically increase property dispositions. NNN expects these sources of liquidity and the discretionary nature of its property acquisition funding needs will allow NNN to meet its financial obligations over the long term.

Cash Flows. NNN had $178,512,000 of cash, cash equivalents and restricted cash, of which $4,986,000 was restricted cash or cash held in escrow at September 30, 2024. The table below summarizes NNN's cash flows (dollars in thousands):


	Nine Months Ended September 30,
	2024			2023
Cash, cash equivalents and restricted cash:
Provided by operating activities	$	517,826		$	490,813
Used in investing activities		(245,014	)		(436,271	)
Provided by (used in) financing activities		(99,455	)		36,943
Increase		173,357			91,485
Net cash at beginning of period		5,155			6,778
Net cash at end of period	$	178,512		$	98,263

Cash flow activities include:

Operating Activities. Cash provided by operating activities represents cash received primarily from rental income and interest income less cash used for general and administrative expenses. NNN's cash flow from operating activities has been sufficient to pay the distributions for each period presented. The change in cash provided by operations for the nine months ended September 30, 2024 and 2023, is primarily the result of changes in revenues and expenses as discussed in “Results of Operations.” Cash generated from operations is expected to fluctuate in the future.

Investing Activities. Changes in cash for investing activities are primarily 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 nine months ended September 30, 2024, included the following significant transactions:

•

$132,000,000 in net repayments of NNN's Credit Facility,

•

$489,390,000 in net proceeds from the issuance in May of the 5.500% notes payable due in June 2034,

•

$350,000,000 payment in June for the redemption of the 3.900% notes payable due in June 2024,

•

$211,727,000 from the issuance of 4,652,100 shares of common stock in connection with the at-the-market equity program ("ATM"),

•

$1,988,000 from the issuance of 49,352 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan ("DRIP"), and

•

$311,920,000 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 September 30, 2024 (see "Capital Structure") (dollars in thousands):


	Date of Obligation
	Total		2024		2025		2026		2027		2028		Thereafter
Long-term debt(1)	$	4,450,000	$	—	$	400,000	$	350,000	$	400,000	$	400,000	$	2,900,000
Long-term debt – interest(2)		2,107,069		44,563		176,250		161,725		146,733		132,067		1,445,731
Credit Facility		—		—		—		—		—		—		—
Headquarters office lease		9,476		210		210		981		1,005		1,030		6,040
Total contractual cash obligations	$	6,566,545	$	44,773	$	576,460	$	512,706	$	547,738	$	533,097	$	4,351,771


(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.

Property Construction. NNN has committed to fund construction on 16 Properties. The improvements of such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at September 30, 2024, are outlined in the table below (dollars in thousands):


Total commitment(1)	$	177,392
Less amount funded		(118,820	)
Remaining commitment	$	58,572


(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. Typically, the Properties are leased under long-term triple-net leases, which require the tenant to pay all utilities and real estate taxes and assessments, to maintain the interior and exterior of the Property, and to carry property and liability insurance coverage. 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 September 30, 2024, NNN owned 24 vacant, un-leased Properties which accounted for less than one percent of total Properties, and approximately one percent of aggregate gross leasable area held in the Property Portfolio.

Additionally, as of October 28, 2024, 0.7 percent of total annualized base rent, 1.0 percent of total Properties and 1.8 percent of aggregate gross leasable area held in the Property Portfolio, was leased to two tenants currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, these tenants have the right to reject or affirm their leases with NNN.

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Dividends	$	106,077	$	102,647	$	311,920	$	301,793
Per share		0.5800		0.5650		1.7100		1.6650

In October 2024, NNN declared a dividend of $0.5800 per share which is payable in November 2024 to its common stockholders of record as of October 31, 2024.

Capital Structure

NNN has used, and expects to use in the future, various forms of debt and equity securities primarily to fund property acquisitions and construction on its Properties and to pay down or refinance its outstanding debt.

The following is a summary of NNN's total outstanding debt as of (dollars in thousands):


	September 30, 2024		Percentage of Total			December 31, 2023		Percentage of Total
Line of credit payable	$	—		—		$	132,000		3.0	%
Notes payable		4,372,293		100.0	%		4,228,544		97.0	%
Total outstanding debt	$	4,372,293		100.0	%	$	4,360,544		100.0	%

Line of Credit Payable. In April 2024, NNN amended and restated its credit agreement to increase borrowing capacity under its unsecured revolving credit facility from $1,100,000,000 to $1,200,000,000 and amended certain other terms under the former revolving credit facility (as the context requires, the previous and new revolving credit facility, the "Credit Facility"). The Credit Facility had a weighted average outstanding balance of $75,769,000 and a weighted average interest rate of 6.28% during the nine months ended September 30, 2024. The Credit Facility has a base interest rate of the Secured Overnight Financing Rate ("SOFR") plus a SOFR adjustment of 10 basis points ("Adjusted SOFR"). The Credit Facility bears interest at Adjusted SOFR plus 77.5 basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. Additionally, as part of NNN's environmental, social and governance ("ESG") initiative, pricing may be reduced if specified ESG metrics are achieved. The Credit Facility matures in April 2028, unless the Company exercises its options to extend maturity to April 2029. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000, subject to lender approval. In connection with the Credit Facility, loan costs are classified as debt costs on the Condensed Consolidated Balance Sheets. As of September 30, 2024, there was no amount outstanding and $1,200,000,000 was available for future borrowings under the Credit Facility, and NNN was in compliance with each of the Credit Facility financial covenants.

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.

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
2025(4)	October 2015	$	400,000	$	964	$	399,036	4.000%	4.029%	November 2025(5)
2026(4)	December 2016		350,000		3,860		346,140	3.600%	3.733%	December 2026(5)
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
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


(1)	The proceeds from each note issuance were used to (i) pay down the outstanding balance on NNN's 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 respective notes using the effective interest method.
(5)	The aggregate principal balance of the unsecured note maturities for the next five years is $1,550,000.

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% 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 debt offerings, NNN incurred debt issuance costs totaling $43,820,000 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 September 30, 2024, NNN was in compliance with those covenants.

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 outlines NNN's ATM:


	2023 ATM	2020 ATM
Shelf registration statement:
Effective date	August 2023	August 2020
Termination date	August 2026	August 2023
Total allowable shares	17,500,000	17,500,000
Total shares issued as of September 30, 2024	4,652,100	7,722,511

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


	Quarter Ended September 30,					Nine Months Ended September 30,
	2024		2023			2024		2023
Shares of common stock		3,848,657		—			4,652,100		650,135
Average price per share (net)	$	46.31	$	—		$	45.51	$	43.52
Net proceeds	$	178,235	$	(300	)	$	211,727	$	28,292
Stock issuance costs(1)	$	2,899	$	(300	)	$	3,134	$	858


(1)	Stock issuance costs consist primarily of underwriters' 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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Shares of common stock		15,043		19,339		49,352		55,261
Net proceeds	$	675	$	763	$	1,988	$	2,302

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 2023 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 its fixed rate long-term debt which is used to finance NNN's Property acquisitions and development activities, 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 September 30, 2024, NNN had no outstanding derivatives.

As of September 30, 2024, NNN's variable rate Credit Facility had no amount outstanding and a weighted average outstanding balance of $75,769,000 with a weighted average interest rate of 6.28% for the nine months ended September 30, 2024 compared to a weighted average outstanding balance of $201,296,000 with a weighted average interest rate of 5.79% for the same period in 2023.

The information in the table below summarizes NNN's market risks associated with its debt obligations outstanding. The table presents, by year of expected maturity, principal payments and related interest rates for debt obligations outstanding as of September 30, 2024. The table incorporates only those debt obligations that existed as of September 30, 2024, and it does not consider those debt obligations or positions which could arise after this date and therefore has limited predictive value. As a result, NNN's ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, NNN's hedging strategies at that time and interest rates. If interest rates on NNN's variable rate debt increased by one percent, NNN's interest expense would have increased by less than one percent for the nine months ended September 30, 2024.


Debt Obligations(1) (dollars in thousands)
	Variable Rate Debt				Fixed Rate Debt
	Credit Facility				Unsecured Debt(2)
	Debt Obligation		Weighted Average Interest Rate		Principal Debt Obligation		Effective Interest Rate
2024	$	—		—	$	—		—
2025		—		—		400,000		4.03	%
2026		—		—		350,000		3.73	%
2027		—		—		400,000		3.55	%
2028		—		—		400,000		4.39	%
Thereafter		—		—		2,900,000		4.22	%	(3)
Total	$	—		—	$	4,450,000		4.12	%
Fair Value:
September 30, 2024	$	—			$	4,043,176
December 31, 2023	$	132,000			$	3,801,367


(1)	NNN's unsecured debt obligations have a weighted average interest rate of 4.1% and a weighted average maturity of 12.3 years.
(2)	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.
(3)	Weighted average effective interest rate for years after 2028.

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 and Technology Officer ("NNN's Chief Officers"), of the effectiveness as of September 30, 2024, 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. Not applicable.

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, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. Not applicable.

Item 3. Defaults Upon Senior Securities. Not applicable.

Item 4. Mine Safety Disclosures. Not applicable.

Item 5. Other Information. .

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.


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 September 30, 2024, 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 31st day of October, 2024.


NNN REIT, INC.

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

By:	/s/ Kevin B. Habicht
	Kevin B. Habicht
	Executive Vice President, Chief Financial Officer and Director

NNN REIT, INC. - Quarter Report: 2024 September (Form 10-Q)

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