Nnn REIT, Inc 8-K, filed Nov 4, 2026
Nnn REIT, Inc. (NNN)
About this 8-K
Nnn REIT, Inc filed this 8-K on November 4, 2026.
NNN REIT, Inc. reported third-quarter Core FFO of $0.90 per diluted share and AFFO of $0.91, increased 2026 disposition volume guidance to $160 - $180 million, and maintained 2026 Core FFO per share guidance of $3.50 - $3.54. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
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(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. |
Results of Operations and Financial Condition. |
On November 4, 2026, NNN REIT, Inc. (the "Company") issued a press release announcing its results of operations and financial condition for the quarter and nine months ended September 30, 2026. The press release is attached hereto as Exhibit 99.1. The press release is available on the Company's website.
The information in this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
99.1 |
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104.1 |
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Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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NNN REIT, Inc. |
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Dated: November 4, 2026 |
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By: |
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/s/ Vincent H. Chao |
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Vincent H. Chao |
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Executive Vice President and Chief Financial Officer |
Exhibit 99.1
NEWS RELEASE
For information contact:
Vincent H. Chao
Chief Financial Officer
(407) 265-7348 |
FOR IMMEDIATE RELEASE |
November 4, 2026
NNN REIT, Inc. Announces Third Quarter 2026 Results
Orlando, Florida, November 4, 2026 – NNN REIT, Inc. (NYSE: NNN) (the "Company" or "NNN"), a real estate investment trust, today announced financial and operating results for the quarter and nine months ended September 30, 2026. Highlights include:
Third Quarter 2026 Highlights:
Additional Highlights:
Steve Horn, Chief Executive Officer, commented: "We are pleased to report strong third quarter results, highlighted by continued healthy portfolio trends, solid investment activity, and well-timed equity capital markets execution. With $1.4 billion of available liquidity and a balance sheet built for all market cycles, we are well positioned to execute on our investment pipeline and capitalize on the opportunities that today’s market volatility may create."
1
FINANCIAL RESULTS
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Quarter Ended |
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Nine Months Ended |
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(dollars in thousands, except per diluted share data) |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues |
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$ |
249,677 |
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$ |
230,159 |
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$ |
734,367 |
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$ |
687,815 |
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Net earnings |
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$ |
109,928 |
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$ |
96,839 |
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$ |
301,803 |
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$ |
293,826 |
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Net earnings per share |
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$ |
0.57 |
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$ |
0.51 |
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$ |
1.58 |
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$ |
1.56 |
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FFO |
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$ |
172,409 |
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$ |
158,676 |
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$ |
503,378 |
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$ |
474,585 |
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FFO per share |
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$ |
0.90 |
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$ |
0.84 |
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$ |
2.65 |
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$ |
2.53 |
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Core FFO |
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$ |
172,576 |
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$ |
159,366 |
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$ |
504,347 |
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$ |
477,639 |
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Core FFO per share |
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$ |
0.90 |
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$ |
0.85 |
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$ |
2.65 |
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$ |
2.54 |
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AFFO |
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$ |
174,366 |
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$ |
161,063 |
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$ |
510,065 |
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$ |
482,601 |
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AFFO per share |
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$ |
0.91 |
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$ |
0.86 |
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$ |
2.68 |
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$ |
2.57 |
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PORTFOLIO SNAPSHOT
(dollars in thousands) |
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September 30, |
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June 30, |
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September 30, |
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Number of properties |
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3,817 |
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3,774 |
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3,697 |
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Total gross leasable area (square feet) |
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40,764,000 |
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40,440,000 |
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39,209,000 |
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Occupancy rate |
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99.2 |
% |
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99.1 |
% |
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97.5 |
% |
Weighted average remaining lease term (years) |
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10.1 |
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10.1 |
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10.1 |
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ABR |
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$ |
973,997 |
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$ |
959,145 |
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$ |
912,218 |
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PROPERTY ACQUISITIONS
(dollars in thousands) |
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Quarter Ended September 30, 2026 |
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Nine Months Ended September 30, 2026 |
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Total dollars invested(1) |
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$ |
221,741 |
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$ |
658,144 |
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Number of properties |
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76 |
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206 |
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Gross leasable area (square feet)(2) |
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572,000 |
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1,937,000 |
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Weighted average cap rate(3) |
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7.3 |
% |
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7.3 |
% |
Weighted average lease term (years) |
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19.6 |
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18.5 |
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(1) |
Includes dollars invested in projects under construction or tenant improvements. |
(2) |
Includes additional square footage from completed construction on existing properties. |
(3) |
Calculated as the initial cash annual base rent divided by the total purchase price of the properties. |
PROPERTY DISPOSITIONS
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Quarter Ended September 30, 2026 |
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Nine Months Ended September 30, 2026 |
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(dollars in thousands) |
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Income Producing |
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Vacant |
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Total |
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Income Producing |
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Vacant |
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Total |
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Number of properties |
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21 |
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11 |
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32 |
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37 |
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46 |
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83 |
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Gross leasable area (square feet) |
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150,000 |
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63,000 |
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213,000 |
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265,000 |
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389,000 |
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654,000 |
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Net sale proceeds |
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$ |
37,299 |
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$ |
13,409 |
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$ |
50,708 |
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$ |
64,145 |
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$ |
59,124 |
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$ |
123,269 |
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Weighted average cap rate(1) |
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7.8 |
% |
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— |
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7.8 |
% |
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7.3 |
% |
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— |
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7.3 |
% |
(1) |
Calculated as the cash annual base rent divided by the total gross proceeds received for the income producing properties. |
2
CAPITAL MARKETS ACTIVITY
During the quarter ended September 30, 2026, NNN entered into forward sale agreements for 502,305 common shares under the Company’s ATM at a weighted average price per share of $47.28.
During the quarter ended September 30, 2026, NNN issued 2,014,352 common shares, primarily in settlement of forward sale agreements under the Company’s ATM, raising $89.5 million in net proceeds.
During the quarter ended September 30, 2026, NNN entered into an Equity Distribution Agreement which allows the Company to issue and sell up to 25,000,000 shares of common stock, par value $0.01 per share, through the agents acting as sales agents, or directly to the agents acting as principals for their own account, in each case at a price agreed upon at the time of sale.
As of September 30, 2026, NNN had 4,501,833 shares of common stock subject to outstanding forward sale agreements, which upon settlement, are anticipated to raise net proceeds of approximately $204.0 million. Net proceeds include the impact of forward price adjustments through September 30, 2026.
BALANCE SHEET AND LIQUIDITY
As of September 30, 2026, Gross Debt was $5.1 billion with a weighted average interest rate of 4.2% and a weighted average debt maturity of 9.8 years. The Company ended the quarter with $1.4 billion of total available liquidity, including $1.2 billion of unused line of credit capacity, $204.0 million of outstanding forward equity, and $2.7 million of cash. Net Debt to annualized EBITDAre and fixed charge coverage was 5.6x and 4.1x, respectively, as of September 30, 2026. Including the impact of unsettled forward equity, Pro Forma Net Debt to annualized EBITDAre was 5.3x as of September 30, 2026.
DIVIDEND
As previously announced on October 15, 2026, the Company’s Board of Directors declared a quarterly dividend of $0.62 per share payable on November 13, 2026, to shareholders of record as of October 30, 2026. The quarterly dividend represents an annualized dividend of $2.48 per share and an annualized dividend yield of 6.0% as of September 30, 2026. NNN is one of only three publicly traded real estate investment trusts to have increased its annual dividend for 37 or more consecutive years.
2026 GUIDANCE
(dollars in millions, except per diluted share data) |
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Previous 2026 Guidance |
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Updated 2026 Guidance |
Net earnings per share excluding any gains on disposition of real estate, |
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$2.01 - $2.05 |
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$2.00 - $2.04 |
Real estate depreciation and amortization per share |
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$1.49 |
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$1.50 |
Core FFO per share |
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$3.50 - $3.54 |
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$3.50 - $3.54 |
AFFO per share |
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$3.55 - $3.59 |
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$3.55 - $3.59 |
General and administrative expenses |
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$53 - $55 |
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$54 - $56 |
Real estate expenses, net of tenant reimbursements |
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$13.5 - $14.5 |
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$13.5 - $14.5 |
Acquisition volume |
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$700 - $800 |
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$700 - $800 |
Disposition volume |
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$120 - $160 |
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$160 - $180 |
Guidance is based on current plans and assumptions and is subject to risks and uncertainties more fully described in this press release and the Company's reports filed with the Securities and Exchange Commission (the "Commission").
CONFERENCE CALL INFORMATION
The Company will host a conference call on November 4, 2026 at 10:30 a.m. ET to discuss third quarter results. A live webcast of the conference call will be available on the Company's website at www.nnnreit.com or by using the following link. The conference call can also be accessed by dialing 888-506-0062 in the United States (“U.S.”) or 973-528-0011 for international callers and entering the participant code 975248 or referencing NNN REIT, Inc.
A telephonic replay of the call will be available through Wednesday, November 18, 2026, by dialing 877-481-4010 in the U.S. or 919-882-2331 internationally and entering the code 54559.
3
ABOUT NNN REIT, INC.
NNN is a REIT that invests in high-quality properties subject generally to long-term, net leases with minimal ongoing capital expenditures. As of September 30, 2026, the Company owned 3,817 properties across all 50 states, the District of Columbia and Puerto Rico, encompassing approximately 40.8 million square feet of gross leasable area, with a weighted average remaining lease term of 10.1 years. For additional information, please visit www.nnnreit.com.
FORWARD-LOOKING STATEMENTS
Statements in this press release that are not strictly historical are “forward-looking” statements. These statements generally are characterized by the use of terms such as "believe," "expect," "intend," "may," "estimated" or other similar words or expressions. Forward-looking statements involve known and unknown risks, which may cause the Company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, including inflation, local real estate conditions, changes in interest rates, increases in operating costs, the preferences and financial condition of the Company's tenants, the availability of capital, risks related to the Company's status as a real estate investment trust ("REIT"), and the potential impacts of an epidemic or pandemic on the Company’s business operations, financial results and financial position on the global economy. Additional information concerning these and other factors that could cause actual results to differ materially from these forward-looking statements is contained from time to time in the Company’s Commission filings, including, but not limited to, the Company’s (i) Annual Report on Form 10-K for the year ended December 31, 2025 and (ii) Quarterly Report on Form 10-Q for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026. Copies of each filing may be obtained from the Company or the Commission. Such forward-looking statements should be regarded solely as reflections of the Company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.
DEFINITIONS
Annualized Base Rent (“ABR”) is a non-U.S. generally accepted accounting principles (“GAAP”) metric which represents the monthly cash base rent for all leases in place as of the end of the period multiplied by 12. Accordingly, this methodology produces an annualized amount as of a point in time but does not take into consideration future (i) scheduled rent increases, (ii) leasing activity, or (iii) lease expirations.
Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“EBITDAre”) as defined by the National Association of Real Estate Investment Trusts (“Nareit”) is a metric established by the Nareit and commonly used by real estate companies. The measure is a result of net earnings (computed in accordance with GAAP), plus interest expense, income tax expense, depreciation and amortization, excluding any gains (or including any losses) on disposition of real estate, any impairment charges, net of recoveries and after adjustments for income and losses attributable to noncontrolling interests. Management considers the non-GAAP measure of EBITDAre to be an appropriate measure of the Company's performance and should be considered in addition to, net earnings or loss, as a measure of the Company's operating performance.
Funds From Operations ("FFO") is a relative non-GAAP financial measure of operating performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is defined by the Nareit and is used by the Company as follows: net earnings (computed in accordance with GAAP) plus depreciation and amortization of assets unique to the real estate industry, excluding gains (or including losses), any applicable taxes on the disposition of certain assets and any impairment charges on a depreciable real estate asset, net of recoveries.
FFO is generally considered by industry analysts to be the most appropriate measure of performance of real estate companies. FFO does not necessarily represent cash provided by operating activities in accordance with GAAP and should not be considered an alternative to net earnings as an indication of the Company’s performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers FFO an appropriate measure of performance of an equity REIT because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time, and because industry analysts have accepted it as a performance measure.
4
Core Funds From Operations (“Core FFO”) is a non-GAAP measure of operating performance that adjusts FFO to eliminate the impact of certain GAAP income and expense amounts that the Company believes are infrequent and unusual in nature and/or not related to its core real estate operations. Exclusion of these items from similar FFO-type metrics is common within the REIT industry, and management believes that presentation of Core FFO provides investors with a potential metric to assist in their evaluation of the Company’s operating performance across multiple periods and in comparison to the operating performance of its peers because it removes the effect of unusual items that are not expected to impact the Company’s operating performance on an ongoing basis. Core FFO is used by management in evaluating the performance of the Company’s core business operations and is a factor in determining management compensation. Items included in calculating FFO that may be excluded in calculating Core FFO may include items such as transaction related gains, income or expense, impairments on land, retirement and severance costs or other non-core amounts as they occur.
Adjusted Funds From Operations (“AFFO”) is a non-GAAP financial measure of operating performance used by many companies in the REIT industry. AFFO adjusts FFO for certain non-cash items that reduce or increase net earnings in accordance with GAAP. AFFO should not be considered an alternative to net earnings, as an indication of the Company's performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers AFFO a useful supplemental measure of the Company’s performance.
Total Cash is comprised of cash and cash equivalents and restricted cash and cash held in escrow per GAAP as reported on the balance sheet summary.
Gross Assets represents total assets (reported in accordance with GAAP) adjusted to exclude accumulated amortization and depreciation and amortization of direct financing leases. The result provides an estimate of the investments made by the Company.
Total Debt is defined by the Company as total debt per GAAP as reported on the balance sheet summary including the line of credit payable, and term loan payable and notes payable, each net of unamortized discount and unamortized debt costs, as applicable.
Gross Debt is defined by the Company as Total Debt adjusted to exclude unamortized debt discounts and premiums and unamortized debt costs.
Net Debt is defined by the Company as Gross Debt less Total Cash.
Pro Forma Net Debt is defined by the Company as Net Debt less anticipated net proceeds from unsettled forward equity.
Management considers the non-GAAP measures of Gross Debt, Net Debt and Pro Forma Net Debt each to be a key supplemental measure of the Company's overall liquidity, capital structure and leverage.
The Company’s computation of FFO, Core FFO, AFFO, EBITDAre, Total Cash, Gross Assets, Gross Debt and Net Debt may differ from the methodology for calculating these non-GAAP financial measures used by other REITs, and therefore, may not be comparable to such other REITs. Reconciliations of net earnings, Total Debt and total assets (all computed in accordance with GAAP) to FFO, Core FFO, AFFO, EBITDAre, Gross Assets, Gross Debt and Net Debt (each of which is a non-GAAP financial measure), as applicable, are included in the financial information accompanying this release.
5
NNN REIT, Inc.
Balance Sheet Summary
(dollars in thousands)
(unaudited)
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September 30, |
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December 31, |
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Assets: |
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Real estate portfolio, net of accumulated depreciation and amortization |
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$ |
9,572,131 |
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$ |
9,239,542 |
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Cash and cash equivalents |
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2,726 |
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5,046 |
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Restricted cash and cash held in escrow |
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— |
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776 |
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Receivables, net of allowance of $600 and $609, respectively |
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2,573 |
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3,470 |
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Accrued rental income, net of allowance of $3,598 and $3,393, respectively |
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37,440 |
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34,914 |
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Debt costs, net of accumulated amortization of $32,073 and $29,930, respectively |
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4,262 |
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8,645 |
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Other assets |
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99,745 |
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86,962 |
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Total assets |
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$ |
9,718,877 |
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$ |
9,379,355 |
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Liabilities: |
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Line of credit payable |
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$ |
19,000 |
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$ |
348,100 |
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Term loan payable, net of unamortized debt costs |
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497,136 |
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— |
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Notes payable, net of unamortized discount and unamortized debt costs |
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4,477,768 |
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4,472,324 |
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Accrued interest payable |
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73,168 |
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40,557 |
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Other liabilities |
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100,420 |
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110,072 |
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Total liabilities |
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5,167,492 |
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4,971,053 |
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Total equity |
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4,551,385 |
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4,408,302 |
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Total liabilities and equity |
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$ |
9,718,877 |
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$ |
9,379,355 |
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Common shares outstanding |
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193,947,411 |
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189,937,404 |
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6
NNN REIT, Inc.
Income Statement Summary
(dollars in thousands, except per share data)
(unaudited)
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Quarter Ended |
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Nine Months Ended |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues: |
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Rental income |
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$ |
248,356 |
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$ |
229,773 |
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$ |
731,052 |
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$ |
686,845 |
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Interest and other income from real estate transactions |
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1,321 |
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386 |
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3,315 |
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970 |
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249,677 |
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230,159 |
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734,367 |
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687,815 |
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Operating expenses: |
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General and administrative |
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13,591 |
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11,056 |
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41,754 |
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35,281 |
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Real estate |
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8,237 |
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9,128 |
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26,302 |
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27,341 |
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Depreciation and amortization |
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74,157 |
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67,252 |
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215,979 |
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200,218 |
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Leasing transaction costs |
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146 |
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131 |
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502 |
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335 |
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Impairment losses – real estate, net of recoveries |
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3,470 |
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7,195 |
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22,217 |
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13,242 |
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Retirement and severance costs |
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167 |
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690 |
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969 |
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3,054 |
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99,768 |
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95,452 |
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307,723 |
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279,471 |
|
Gain on disposition of real estate |
|
|
15,046 |
|
|
|
12,570 |
|
|
|
36,336 |
|
|
|
32,581 |
|
Earnings from operations |
|
|
164,955 |
|
|
|
147,277 |
|
|
|
462,980 |
|
|
|
440,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expenses (revenues): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest and other income |
|
|
(115 |
) |
|
|
(2,940 |
) |
|
|
(178 |
) |
|
|
(3,284 |
) |
Interest expense |
|
|
55,142 |
|
|
|
53,378 |
|
|
|
161,355 |
|
|
|
150,383 |
|
|
|
|
55,027 |
|
|
|
50,438 |
|
|
|
161,177 |
|
|
|
147,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings |
|
$ |
109,928 |
|
|
$ |
96,839 |
|
|
$ |
301,803 |
|
|
$ |
293,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
190,793,962 |
|
|
|
187,838,711 |
|
|
|
189,641,201 |
|
|
|
187,200,093 |
|
Diluted |
|
|
191,335,050 |
|
|
|
188,332,789 |
|
|
|
190,154,582 |
|
|
|
187,686,331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.58 |
|
|
$ |
0.51 |
|
|
$ |
1.59 |
|
|
$ |
1.57 |
|
Diluted |
|
$ |
0.57 |
|
|
$ |
0.51 |
|
|
$ |
1.58 |
|
|
$ |
1.56 |
|
7
NNN REIT, Inc.
Other Information
(dollars in thousands)
(unaudited)
|
|
Quarter Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Rental income from operating leases(1) (2) |
|
$ |
243,161 |
|
|
$ |
225,053 |
|
|
$ |
713,972 |
|
|
$ |
670,823 |
|
Earned income from direct financing leases(1) |
|
$ |
75 |
|
|
$ |
111 |
|
|
$ |
236 |
|
|
$ |
337 |
|
Percentage rent(1) |
|
$ |
263 |
|
|
$ |
211 |
|
|
$ |
1,087 |
|
|
$ |
1,381 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate expenses reimbursed from tenants(1) |
|
$ |
4,857 |
|
|
$ |
4,398 |
|
|
$ |
15,757 |
|
|
$ |
14,304 |
|
Real estate expenses |
|
|
(8,237 |
) |
|
|
(9,128 |
) |
|
|
(26,302 |
) |
|
|
(27,341 |
) |
Real estate expenses, net of tenant reimbursements |
|
$ |
(3,380 |
) |
|
$ |
(4,730 |
) |
|
$ |
(10,545 |
) |
|
$ |
(13,037 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of debt costs |
|
$ |
1,873 |
|
|
$ |
1,630 |
|
|
$ |
5,401 |
|
|
$ |
4,574 |
|
Non-real estate depreciation expense |
|
$ |
104 |
|
|
$ |
44 |
|
|
$ |
295 |
|
|
$ |
130 |
|
(1) |
For the quarters ended September 30, 2026 and 2025, the aggregate of such amounts is $248,356 and $229,773, respectively, and $731,052 and $686,845 for the nine months ended September 30, 2026 and 2025, respectively, and is classified as rental income on the income statement summary. |
(2) |
Includes lease termination fees of $1,367 and $669 for the quarters ended September 30, 2026 and 2025, respectively, and $3,739 and $11,121 for the nine months ended September 30, 2026 and 2025, respectively. |
8
NNN REIT, Inc.
Reconciliation of Non-GAAP Financial Measures
(dollars in thousands, except per share data)
(unaudited)
|
|
Quarter Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net earnings |
|
$ |
109,928 |
|
|
$ |
96,839 |
|
|
$ |
301,803 |
|
|
$ |
293,826 |
|
Real estate depreciation and amortization |
|
|
74,057 |
|
|
|
67,212 |
|
|
|
215,694 |
|
|
|
200,098 |
|
Gain on disposition of real estate |
|
|
(15,046 |
) |
|
|
(12,570 |
) |
|
|
(36,336 |
) |
|
|
(32,581 |
) |
Impairment losses – depreciable real estate, net of recoveries |
|
|
3,470 |
|
|
|
7,195 |
|
|
|
22,217 |
|
|
|
13,242 |
|
FFO |
|
|
172,409 |
|
|
|
158,676 |
|
|
|
503,378 |
|
|
|
474,585 |
|
Retirement and severance costs |
|
|
167 |
|
|
|
690 |
|
|
|
969 |
|
|
|
3,054 |
|
Core FFO |
|
|
172,576 |
|
|
|
159,366 |
|
|
|
504,347 |
|
|
|
477,639 |
|
Straight-line accrued rent, net of reserves |
|
|
(1,038 |
) |
|
|
(631 |
) |
|
|
(3,167 |
) |
|
|
(715 |
) |
Net capital lease rent adjustment |
|
|
44 |
|
|
|
62 |
|
|
|
136 |
|
|
|
184 |
|
Below-market rent amortization |
|
|
(123 |
) |
|
|
(68 |
) |
|
|
(438 |
) |
|
|
(1,781 |
) |
Stock based compensation expense |
|
|
3,446 |
|
|
|
2,791 |
|
|
|
10,860 |
|
|
|
9,194 |
|
Capitalized interest expense |
|
|
(539 |
) |
|
|
(457 |
) |
|
|
(1,673 |
) |
|
|
(1,920 |
) |
AFFO |
|
$ |
174,366 |
|
|
$ |
161,063 |
|
|
$ |
510,065 |
|
|
$ |
482,601 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FFO per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.90 |
|
|
$ |
0.84 |
|
|
$ |
2.65 |
|
|
$ |
2.54 |
|
Diluted |
|
$ |
0.90 |
|
|
$ |
0.84 |
|
|
$ |
2.65 |
|
|
$ |
2.53 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Core FFO per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.90 |
|
|
$ |
0.85 |
|
|
$ |
2.66 |
|
|
$ |
2.55 |
|
Diluted |
|
$ |
0.90 |
|
|
$ |
0.85 |
|
|
$ |
2.65 |
|
|
$ |
2.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
AFFO per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.91 |
|
|
$ |
0.86 |
|
|
$ |
2.69 |
|
|
$ |
2.58 |
|
Diluted |
|
$ |
0.91 |
|
|
$ |
0.86 |
|
|
$ |
2.68 |
|
|
$ |
2.57 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Dividend per share |
|
$ |
0.62 |
|
|
$ |
0.60 |
|
|
$ |
1.82 |
|
|
$ |
1.76 |
|
AFFO payout ratio(1) |
|
|
68 |
% |
|
|
70 |
% |
|
|
68 |
% |
|
|
68 |
% |
(1) |
Calculated as total dividends paid as a percentage of AFFO for each respective period. |
9
NNN REIT, Inc.
Reconciliation of Non-GAAP Financial Measures (continued)
(dollars in thousands)
(unaudited)
|
|
Quarter Ended |
|
|
Nine Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net earnings |
|
$ |
109,928 |
|
|
$ |
96,839 |
|
|
$ |
301,803 |
|
|
$ |
293,826 |
|
Interest expense |
|
|
55,142 |
|
|
|
53,378 |
|
|
|
161,355 |
|
|
|
150,383 |
|
Depreciation and amortization |
|
|
74,157 |
|
|
|
67,252 |
|
|
|
215,979 |
|
|
|
200,218 |
|
Gain on disposition of real estate |
|
|
(15,046 |
) |
|
|
(12,570 |
) |
|
|
(36,336 |
) |
|
|
(32,581 |
) |
Impairment losses – real estate, net of recoveries |
|
|
3,470 |
|
|
|
7,195 |
|
|
|
22,217 |
|
|
|
13,242 |
|
EBITDAre |
|
$ |
227,651 |
|
|
$ |
212,094 |
|
|
$ |
665,018 |
|
|
$ |
625,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
$ |
55,142 |
|
|
$ |
53,378 |
|
|
$ |
161,355 |
|
|
$ |
150,383 |
|
Add back: capitalized interest |
|
|
539 |
|
|
|
457 |
|
|
|
1,673 |
|
|
|
1,920 |
|
Fixed charges |
|
$ |
55,681 |
|
|
$ |
53,835 |
|
|
$ |
163,028 |
|
|
$ |
152,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
September 30, |
|
|
December 31, |
|
|
|
|
|
|
|
||||
Total assets |
|
$ |
9,718,877 |
|
|
$ |
9,379,355 |
|
|
|
|
|
|
|
||
Accumulated depreciation & amortization |
|
|
2,400,049 |
|
|
|
2,259,469 |
|
|
|
|
|
|
|
||
Amortization of direct financing leases |
|
|
2,590 |
|
|
|
2,546 |
|
|
|
|
|
|
|
||
Gross Assets |
|
$ |
12,121,516 |
|
|
$ |
11,641,370 |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Debt outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Line of credit |
|
$ |
19,000 |
|
|
$ |
348,100 |
|
|
|
|
|
|
|
||
Term loan, net of unamortized debt costs |
|
|
497,136 |
|
|
|
— |
|
|
|
|
|
|
|
||
Notes payable, net of unamortized discount and unamortized debt costs |
|
|
4,477,768 |
|
|
|
4,472,324 |
|
|
|
|
|
|
|
||
Total Debt |
|
|
4,993,904 |
|
|
|
4,820,424 |
|
|
|
|
|
|
|
||
Unamortized note discount |
|
|
44,079 |
|
|
|
47,005 |
|
|
|
|
|
|
|
||
Unamortized debt costs |
|
|
31,017 |
|
|
|
30,670 |
|
|
|
|
|
|
|
||
Gross Debt |
|
|
5,069,000 |
|
|
|
4,898,099 |
|
|
|
|
|
|
|
||
Total Cash |
|
|
(2,726 |
) |
|
|
(5,822 |
) |
|
|
|
|
|
|
||
Net Debt |
|
|
5,066,274 |
|
|
|
4,892,277 |
|
|
|
|
|
|
|
||
Net proceeds from unsettled forward equity |
|
|
(204,046 |
) |
|
|
— |
|
|
|
|
|
|
|
||
Pro Forma Net Debt |
|
$ |
4,862,228 |
|
|
$ |
4,892,277 |
|
|
|
|
|
|
|
||
10
NNN REIT, Inc.
Debt Summary
As of September 30, 2026
(dollars in thousands)
(unaudited)
Unsecured Debt |
|
Principal |
|
|
Principal, |
|
|
Stated |
|
|
Effective |
|
|
Maturity Date |
||||
Line of credit payable |
|
$ |
19,000 |
|
|
$ |
19,000 |
|
|
SOFR + 72.5 bps |
|
|
|
4.595 |
% |
|
April 2028(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Term loan payable |
|
|
500,000 |
|
|
|
500,000 |
|
|
SOFR + 80 bps |
|
|
|
4.181 |
% |
(2) |
February 2029(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2026 |
|
|
350,000 |
|
|
|
349,905 |
|
|
|
3.600 |
% |
|
|
3.733 |
% |
|
December 2026 |
2027 |
|
|
400,000 |
|
|
|
399,804 |
|
|
|
3.500 |
% |
|
|
3.548 |
% |
|
October 2027 |
2028 |
|
|
400,000 |
|
|
|
399,317 |
|
|
|
4.300 |
% |
|
|
4.388 |
% |
|
October 2028 |
2030 |
|
|
400,000 |
|
|
|
399,511 |
|
|
|
2.500 |
% |
|
|
2.536 |
% |
|
April 2030 |
2031 |
|
|
500,000 |
|
|
|
496,726 |
|
|
|
4.600 |
% |
|
|
4.766 |
% |
|
February 2031 |
2033 |
|
|
500,000 |
|
|
|
491,251 |
|
|
|
5.600 |
% |
|
|
5.905 |
% |
|
October 2033 |
2034 |
|
|
500,000 |
|
|
|
494,982 |
|
|
|
5.500 |
% |
|
|
5.662 |
% |
|
June 2034 |
2048 |
|
|
300,000 |
|
|
|
296,373 |
|
|
|
4.800 |
% |
|
|
4.890 |
% |
|
October 2048 |
2050 |
|
|
300,000 |
|
|
|
294,812 |
|
|
|
3.100 |
% |
|
|
3.205 |
% |
|
April 2050 |
2051 |
|
|
450,000 |
|
|
|
442,550 |
|
|
|
3.500 |
% |
|
|
3.602 |
% |
|
April 2051 |
2052 |
|
|
450,000 |
|
|
|
440,690 |
|
|
|
3.000 |
% |
|
|
3.118 |
% |
|
April 2052 |
Total |
|
|
4,550,000 |
|
|
|
4,505,921 |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total unsecured debt(4) |
|
$ |
5,069,000 |
|
|
$ |
5,024,921 |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Reconciliation of Debt |
|
Term Loan Payable |
|
|
Notes |
|
|
|
|
|
|
|
|
|
||||
Principal, net of unamortized discount |
|
$ |
500,000 |
|
|
$ |
4,505,921 |
|
|
|
|
|
|
|
|
|
||
Debt costs |
|
|
(3,604 |
) |
|
|
(44,420 |
) |
|
|
|
|
|
|
|
|
||
Accumulated amortization |
|
|
740 |
|
|
|
16,267 |
|
|
|
|
|
|
|
|
|
||
Debt costs, net of accumulated |
|
|
(2,864 |
) |
|
|
(28,153 |
) |
|
|
|
|
|
|
|
|
||
Principal, net of unamortized |
$ |
497,136 |
|
|
$ |
4,477,768 |
|
|
|
|
|
|
|
|
|
|||
(1) |
|
Excludes the impact of two six-month extension options. |
(2) |
|
SOFR swapped to a weighted average fixed rate of 3.30% on $400,000. Effective November 16, 2026, SOFR will swap to 3.55% on $500,000. |
(3) |
|
Excludes the impact of two one-year extension options. |
(4) |
|
Unsecured debt has a weighted average interest rate of 4.2% and a weighted average maturity of 9.8 years. |
11
NNN REIT, Inc.
Debt Summary – Continued
As of September 30, 2026
(unaudited)
Credit Metrics
|
|
September 30, |
|
December 31, |
Gross Debt / Gross Assets |
|
41.8% |
|
42.1% |
Net Debt / EBITDAre (last quarter annualized) |
|
5.6x |
|
5.6x |
Pro Forma Net Debt / EBITDAre (last quarter annualized) |
|
5.3x |
|
5.6x |
EBITDAre / fixed charges |
|
4.1x |
|
4.1x |
Credit Facility, Term Loan and Notes Covenants
The following is a summary of key financial covenants for the Company's unsecured credit facility, term loan and notes, as defined and calculated per the terms of the agreements and indentures governing such debt, which are included in the Company's filings with the Commission. These calculations, which are not based on U.S. GAAP measurements, are presented to investors to show that as of September 30, 2026, the Company believes it is in compliance with the covenants.
Key Covenants |
|
Required |
|
September 30, |
Unsecured Bank Credit Facility and Term Loan: |
|
|
|
|
Maximum leverage ratio |
|
< 0.60x |
|
0.38x |
Minimum fixed charge coverage ratio |
|
> 1.50x |
|
4.12x |
Maximum secured indebtedness ratio |
|
< 0.40x |
|
— |
Unencumbered asset value ratio |
|
> 1.67x |
|
2.69x |
Unencumbered interest ratio |
|
> 1.75x |
|
4.10x |
Unsecured Notes: |
|
|
|
|
Limitation on incurrence of total debt |
|
≤ 60% |
|
41% |
Limitation on incurrence of secured debt |
|
≤ 40% |
|
— |
Debt service coverage ratio |
|
≥ 1.5x |
|
4.1x |
Maintenance of total unencumbered assets |
|
≥ 150% |
|
242% |
12
NNN REIT, Inc.
Property Portfolio
As of September 30, 2026
Top 20 Lines of Trade
|
|
Lines of Trade |
|
# of |
|
# of |
|
% of |
1. |
|
Automotive service |
|
48 |
|
786 |
|
19.2% |
2. |
|
Convenience stores |
|
31 |
|
670 |
|
15.5% |
3. |
|
Restaurants – limited service |
|
63 |
|
618 |
|
7.6% |
4. |
|
Entertainment |
|
6 |
|
95 |
|
7.2% |
5. |
|
Dealerships |
|
17 |
|
112 |
|
6.3% |
6. |
|
Restaurants – full service |
|
67 |
|
325 |
|
6.2% |
7. |
|
Health and fitness |
|
7 |
|
36 |
|
3.7% |
8. |
|
Theaters |
|
5 |
|
32 |
|
3.5% |
9. |
|
Automotive parts |
|
9 |
|
144 |
|
3.2% |
10. |
|
Equipment rental |
|
4 |
|
104 |
|
2.9% |
11. |
|
Discount retail |
|
7 |
|
159 |
|
2.4% |
12. |
|
Early childhood education |
|
10 |
|
105 |
|
2.2% |
13. |
|
Wholesale clubs |
|
1 |
|
13 |
|
2.2% |
14. |
|
Home improvement |
|
11 |
|
50 |
|
1.9% |
15. |
|
Drug stores |
|
3 |
|
58 |
|
1.8% |
16. |
|
Medical service providers |
|
28 |
|
84 |
|
1.7% |
17. |
|
Pet supplies and services |
|
12 |
|
62 |
|
1.7% |
18. |
|
Furniture |
|
14 |
|
43 |
|
1.2% |
19. |
|
Travel plazas |
|
4 |
|
24 |
|
1.1% |
20. |
|
Automobile auctions, wholesale |
|
2 |
|
18 |
|
1.1% |
|
|
Other |
|
86 |
|
279 |
|
7.4% |
|
|
Total |
|
|
|
3,817 |
|
100.0% |
13
NNN REIT, Inc.
Property Portfolio – Continued
As of September 30, 2026
Top 20 States
|
|
State |
|
# of |
|
# of |
|
% of |
1. |
|
Texas |
|
93 |
|
587 |
|
17.6% |
2. |
|
Florida |
|
95 |
|
278 |
|
8.6% |
3. |
|
Illinois |
|
52 |
|
188 |
|
5.3% |
4. |
|
Georgia |
|
63 |
|
179 |
|
4.4% |
5. |
|
Ohio |
|
78 |
|
211 |
|
4.3% |
6. |
|
North Carolina |
|
49 |
|
169 |
|
3.9% |
7. |
|
Michigan |
|
34 |
|
148 |
|
3.9% |
8. |
|
Tennessee |
|
51 |
|
164 |
|
3.7% |
9. |
|
Indiana |
|
47 |
|
169 |
|
3.5% |
10. |
|
Arizona |
|
38 |
|
89 |
|
3.5% |
11. |
|
Virginia |
|
48 |
|
129 |
|
3.4% |
12. |
|
California |
|
27 |
|
82 |
|
2.9% |
13. |
|
Alabama |
|
39 |
|
157 |
|
2.8% |
14. |
|
Missouri |
|
34 |
|
110 |
|
2.4% |
15. |
|
New Jersey |
|
18 |
|
32 |
|
2.2% |
16. |
|
Pennsylvania |
|
39 |
|
81 |
|
2.1% |
17. |
|
Colorado |
|
31 |
|
51 |
|
2.1% |
18. |
|
Maryland |
|
21 |
|
53 |
|
2.0% |
19. |
|
South Carolina |
|
31 |
|
85 |
|
2.0% |
20. |
|
Oklahoma |
|
31 |
|
91 |
|
1.9% |
|
|
Other |
|
165 |
|
764 |
|
17.5% |
|
|
Total |
|
|
|
3,817 |
|
100.0% |
14
NNN REIT, Inc.
Property Portfolio – Continued
As of September 30, 2026
Top 20 Tenants
|
|
Tenant |
|
Primary Line of Trade |
|
# of |
|
% of |
1. |
|
7-Eleven |
|
Convenience stores |
|
145 |
|
4.1% |
2. |
|
Mister Car Wash |
|
Automotive service |
|
121 |
|
3.7% |
3. |
|
Dave & Buster's |
|
Entertainment |
|
34 |
|
3.5% |
4. |
|
Camping World |
|
Dealerships |
|
46 |
|
3.3% |
5. |
|
Mavis Tire Express Services |
|
Automotive service |
|
154 |
|
2.6% |
6. |
|
Kent Distributors |
|
Convenience stores |
|
64 |
|
2.5% |
7. |
|
Flynn Restaurant Group |
|
Restaurants - limited service |
|
203 |
|
2.4% |
8. |
|
GPM Investments |
|
Convenience stores |
|
140 |
|
2.3% |
9. |
|
AMC Theatres |
|
Theaters |
|
19 |
|
2.2% |
10. |
|
BJ's Wholesale Club |
|
Wholesale clubs |
|
13 |
|
2.2% |
11. |
|
LA Fitness |
|
Health and fitness |
|
24 |
|
2.0% |
12. |
|
Couche-Tard |
|
Convenience stores |
|
91 |
|
2.0% |
13. |
|
Sunoco |
|
Convenience stores |
|
54 |
|
1.7% |
14. |
|
Chuck E. Cheese |
|
Entertainment |
|
51 |
|
1.6% |
15. |
|
Walgreens |
|
Drug stores |
|
48 |
|
1.6% |
16. |
|
United Rentals |
|
Equipment rental |
|
48 |
|
1.5% |
17. |
|
Tidal Wave Auto Spa |
|
Automotive service |
|
35 |
|
1.5% |
18. |
|
Casey's General Stores |
|
Convenience stores |
|
52 |
|
1.4% |
19. |
|
Club Car Wash |
|
Automotive service |
|
36 |
|
1.4% |
20. |
|
Super Star Car Wash |
|
Automotive service |
|
33 |
|
1.3% |
|
|
Other |
|
|
|
2,406 |
|
55.2% |
|
|
Total |
|
|
|
3,817 |
|
100.0% |
Lease Expirations(1)
|
|
# of |
|
Gross Leasable |
|
% of |
|
|
|
# of |
|
Gross Leasable |
|
% of |
2026 |
|
33 |
|
198,000 |
|
0.3% |
|
2032 |
|
220 |
|
2,310,000 |
|
5.5% |
2027 |
|
153 |
|
2,107,000 |
|
4.8% |
|
2033 |
|
135 |
|
1,410,000 |
|
4.1% |
2028 |
|
219 |
|
2,017,000 |
|
4.7% |
|
2034 |
|
192 |
|
2,823,000 |
|
5.6% |
2029 |
|
138 |
|
1,977,000 |
|
3.9% |
|
2035 |
|
135 |
|
1,785,000 |
|
4.0% |
2030 |
|
185 |
|
2,422,000 |
|
4.6% |
|
Thereafter |
|
2,065 |
|
19,753,000 |
|
53.9% |
2031 |
|
310 |
|
3,598,000 |
|
8.6% |
|
|
|
|
|
|
|
|
(1) |
|
As of September 30, 2026, the weighted average remaining lease term is 10.1 years. |
(2) |
|
Square feet. |
15