UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June 30,~~March 31, ~~2023~~2024

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

For the transition period from to

Commission file number 001-11290


	NNN REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland

56-1431377

(State or other jurisdiction of

incorporation or organization)

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

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

(Address of principal executive offices, including zip code)

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

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


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

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

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

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


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

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

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

As of ~~July 28, 2023,~~April 26, 2024, the registrant had ~~182,408,264~~183,349,467 shares of common stock, $0.01 par value, outstanding.

TABLE OF CONTENTS


		PAGE ~~REFERENCE~~
Part I – Financial Information
Item 1.	Financial ~~Statements:~~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	75
	Notes to Condensed Consolidated Financial Statements	97
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2018
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3029
Item 4.	Controls and Procedures	3130
Part II – Other Information
Item 1.	Legal Proceedings	3231
Item 1A.	Risk Factors	3231
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3231
Item 3.	Defaults Upon Senior Securities	3231
Item 4.	Mine Safety Disclosures	3231
Item 5.	Other Information	3231
Item 6.	Exhibits	3231
Signatures		33

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)


	June 30, 2023			December 31, 2022			March 31, 2024			December 31, 2023
	(unaudited)						(unaudited)
ASSETS
Real estate portfolio, net of accumulated depreciation and amortization	$	8,221,192		$	8,020,814		$	8,586,856		$	8,535,851
Cash and cash equivalents		2,281			2,505			1,128			1,189
Restricted cash and cash held in escrow		2,971			4,273			—			3,966
Receivables, net of allowance of $686 and $708, respectively		2,246			3,612
Accrued rental income, net of allowance of $3,861 and $3,836, respectively		28,422			27,795
Debt costs, net of accumulated amortization of $22,807 and $21,663, respectively		4,333			5,352
Receivables, net of allowance of $717 and $669, respectively								3,569			3,649
Accrued rental income, net of allowance of $4,153 and $4,168, respectively								34,404			34,611
Debt costs, net of accumulated amortization of $24,525 and $23,952, respectively								2,723			3,243
Other assets		84,490			81,694			77,062			79,459
Total assets	$	8,345,935		$	8,146,045		$	8,705,742		$	8,661,968
LIABILITIES AND EQUITY
Liabilities:
Line of credit payable	$	332,500		$	166,200		$	116,200		$	132,000
Mortgages payable, including unamortized premium and net of unamortized debt costs		—			9,964
Notes payable, net of unamortized discount and unamortized debt costs		3,742,012			3,739,890			4,229,933			4,228,544
Accrued interest payable		24,779			23,826			75,487			34,374
Other liabilities		96,410			82,663			109,264			109,593
Total liabilities		4,195,701			4,022,543			4,530,884			4,504,511

Equity:
Stockholders’ equity:
Common stock, $0.01 par value. Authorized 375,000,000 shares; 182,407,911 and 181,424,670 shares issued and outstanding, respectively		1,825			1,815
Stockholders' equity:
Common stock, $0.01 par value. Authorized 375,000,000 shares; 183,350,322 and 182,474,770 shares issued and outstanding, respectively								1,835			1,826
Capital in excess of par value		4,963,808			4,928,034			4,996,698			4,971,625
Accumulated deficit		(804,040	)		(793,765	)		(814,196	)		(805,883	)
Accumulated other comprehensive income (loss)		(11,359	)		(12,582	)		(9,479	)		(10,111	)
Total stockholders’ equity of NNN		4,150,234			4,123,502
Total equity								4,174,858			4,157,457
Total liabilities and equity	$	8,345,935		$	8,146,045		$	8,705,742		$	8,661,968

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

(unaudited)


	Quarter Ended June 30,						Six Months Ended June 30,						Quarter Ended March 31,
	2023			2022			2023			2022			2024			2023
Revenues:
Rental income	$	202,426		$	190,536		$	406,056		$	380,299		$	214,825		$	203,630
Interest and other income from real estate transactions		214			247			692			763			582			478
		202,640			190,783			406,748			381,062			215,407			204,108
Operating expenses:
General and administrative		10,740			9,740			22,991			20,782			12,584			12,251
Real estate		6,836			6,173			13,682			13,371			7,154			6,846
Depreciation and amortization		59,875			57,444			119,023			110,124			60,615			59,148
Leasing transaction costs		52			76			127			164			33			75
Impairment losses – real estate, net of recoveries		34			4,618			2,674			6,250			1,204			2,640
Executive retirement costs		309			2,655			732			6,249			317			423
		77,846			80,706			159,229			156,940			81,907			81,383
Gain on disposition of real estate		13,930			775			20,230			4,767			4,821			6,300
Earnings from operations		138,724			110,852			267,749			228,889			138,321			129,025
Other expenses (revenues):
Interest and other income		(74	)		(52	)		(107	)		(87	)		(119	)		(33	)
Interest expense		40,094			36,739			78,985			73,438			44,069			38,891
		40,020			36,687			78,878			73,351			43,950			38,858
Net earnings		98,704			74,165			188,871			155,538		$	94,371		$	90,167
Loss attributable to noncontrolling interests		—			6			—			5
Net earnings attributable to common stockholders	$	98,704		$	74,171		$	188,871		$	155,543
Net earnings per share of common stock:
Net earnings per share:
Basic	$	0.54		$	0.42		$	1.04		$	0.89		$	0.52		$	0.50
Diluted	$	0.54		$	0.42		$	1.04		$	0.89		$	0.52		$	0.50
Weighted average number of common shares outstanding:
Weighted average shares outstanding:
Basic		181,092,031			174,956,856			180,969,809			174,867,049			181,794,208			180,845,503
Diluted		181,627,857			175,107,914			181,544,275			175,021,871			182,212,897			181,434,345
Other comprehensive income:
Net earnings attributable to NNN	$	98,704		$	74,171		$	188,871		$	155,543
Net earnings													$	94,371		$	90,167
Amortization of interest rate hedges		616			592			1,223			1,175			632			607
Comprehensive income attributable to NNN		99,320			74,763			190,094			156,718
Comprehensive loss attributable to noncontrolling interests		—			(6	)		—			(5	)
Total comprehensive income	$	99,320		$	74,757		$	190,094		$	156,713		$	95,003		$	90,774

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Quarter Ended ~~June 30, 2023~~March 31, 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 Stockholders’ Equity of NNN			Noncontrolling Interests		Total Equity			Common Stock		Capital in Excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balances at March 31, 2023	$	1,822	$	4,948,024		$	(802,999	)	$	(11,975	)	$	4,134,872		$	—	$	4,134,872
Balances at December 31, 2023																				$	1,826	$	4,971,625		$	(805,883	)	$	(10,111	)	$	4,157,457
Net earnings		—		—			98,704			—			98,704			—		98,704			—		—			94,371			—			94,371
Dividends declared and paid:
$0.550 per share of common stock		—		731			(99,745	)		—			(99,014	)		—		(99,014	)
$0.5650 per share of common stock																					—		736			(102,684	)		—			(101,948	)
Issuance of common stock:
7,623 shares – director compensation		—		270			—			—			270			—		270
1,444 shares – stock purchase plan		—		62			—			—			62			—		62
300,326 shares – ATM equity program		3		12,779			—			—			12,782			—		12,782
9,569 shares – director compensation																					—		320			—			—			320
783 shares – stock purchase plan																					—		32			—			—			32
500,000 shares – ATM equity program																					5		20,920			—			—			20,925
354,270 restricted shares – net of forfeitures																					4		(4	)		—			—			—
Stock issuance costs		—		(264	)		—			—			(264	)		—		(264	)		—		(178	)		—			—			(178	)
Amortization of deferred compensation		—		2,206			—			—			2,206			—		2,206			—		3,247			—			—			3,247
Amortization of interest rate hedges		—		—			—			616			616			—		616			—		—			—			632			632
Balances at June 30, 2023	$	1,825	$	4,963,808		$	(804,040	)	$	(11,359	)	$	4,150,234		$	—	$	4,150,234
Balances at March 31, 2024																				$	1,835	$	4,996,698		$	(814,196	)	$	(9,479	)	$	4,174,858

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Quarter Ended ~~June 30, 2022~~

~~(dollars in thousands, except per share data)~~

~~(unaudited)~~

Common
Stock

Capital in
Excess of
Par Value

Accumulated
Deficit

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders’
Equity of NNN

Noncontrolling
Interests

Total
Equity

Balances at March 31, 2022

$
1,759

$
4,669,590

$
(759,232
)

$
(14,373
)

$
3,897,744

$
2

$
3,897,746

Net earnings

—

—

74,171

—

74,171

(6
)

74,165

Dividends declared and paid:

$0.530 per share of common stock

—

647

(92,878
)

—

(92,231
)

—

(92,231
)
Issuance of common stock:

8,040 shares – director compensation

—

304

—

—

304

—

304

1,394 shares – stock purchase plan

—

60

—

—

60

—

60

717,473 shares – ATM equity program

7

31,586

—

—

31,593

—

31,593

66,651 restricted shares – net of forfeitures

1

(1
)

—

—

—

—

—

Stock issuance costs

—

(510
)

—

—

(510
)

—

(510
)
Amortization of deferred compensation

—

4,085

—

—

4,085

—

4,085

Amortization of interest rate hedges

—

—

—

592

592

—

592

Distributions to noncontrolling interests

—

—

—

—

—

(278
)

(278
)
Other

—

(282
)

—

—

(282
)

282

—

Balances at June 30, 2022

$
1,767

$
4,705,479

$
(777,939
)

$
(13,781
)

$
3,915,526

$
—

$
3,915,526

~~See accompanying notes to condensed consolidated financial statements.~~

~~NNN REIT, INC.~~

~~and SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED~~

~~Six Months Ended June 30,~~March 31, 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 Stockholders’ Equity of NNN			Noncontrolling Interests		Total Equity			Common Stock		Capital in Excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Equity
Balances at December 31, 2022	$	1,815	$	4,928,034		$	(793,765	)	$	(12,582	)	$	4,123,502		$	—	$	4,123,502		$	1,815	$	4,928,034		$	(793,765	)	$	(12,582	)	$	4,123,502
Net earnings		—		—			188,871			—			188,871			—		188,871			—		—			90,167			—			90,167
Dividends declared and paid:
$1.100 per share of common stock		—		1,455			(199,146	)		—			(197,691	)		—		(197,691	)
$0.5500 per share of common stock																					—		724			(99,401	)		—			(98,677	)
Issuance of common stock:
15,806 shares – director compensation		—		539			—			—			539			—		539
3,576 shares – stock purchase plan		—		160			—			—			160			—		160
650,135 shares – ATM equity program		7		29,143			—			—			29,150			—		29,150
255,667 restricted shares – net of forfeitures		3		(3	)		—			—			—			—		—
8,183 shares – director compensation																					—		269			—			—			269
2,132 shares – stock purchase plan																					—		98			—			—			98
349,809 shares – ATM equity program																					4		16,364			—			—			16,368
256,517 restricted shares, net of forfeitures																					3		(3	)		—			—			—
Stock issuance costs		—		(558	)		—			—			(558	)		—		(558	)		—		(294	)		—			—			(294	)
Amortization of deferred compensation		—		5,038			—			—			5,038			—		5,038			—		2,832			—			—			2,832
Amortization of interest rate hedges		—		—			—			1,223			1,223			—		1,223			—		—			—			607			607
Balances at June 30, 2023	$	1,825	$	4,963,808		$	(804,040	)	$	(11,359	)	$	4,150,234		$	—	$	4,150,234
Balances at March 31, 2023																				$	1,822	$	4,948,024		$	(802,999	)	$	(11,975	)	$	4,134,872

See accompanying notes to condensed consolidated financial statements.

~~NNN REIT, INC.~~

~~and SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED~~

~~Six Months Ended June 30, 2022~~

~~(dollars in thousands, except per share data)~~

~~(unaudited)~~

Common
Stock

Capital in
Excess of
Par Value

Accumulated Deficit

Accumulated
Other
Comprehensive
Income (Loss)

Total
Stockholders’
Equity of NNN

Noncontrolling
Interests

Total
Equity

Balances at December 31, 2021

$
1,757

$
4,662,714

$
(747,853
)

$
(14,956
)

$
3,901,662

$
1

$
3,901,663

Net earnings

—

—

155,543

—

155,543

(5
)

155,538

Dividends declared and paid:

$1.060 per share of common stock

—

1,343

(185,629
)

—

(184,286
)

—

(184,286
)
Issuance of common stock:

16,469 shares – director compensation

—

609

—

—

609

—

609

2,567 shares – stock purchase plan

—

112

—

—

112

—

112

717,473 shares – ATM equity program

7

31,586

—

—

31,593

—

31,593

219,951 restricted shares – net of forfeitures

3

(3
)

—

—

—

—

—

Stock issuance costs

—

(575
)

—

—

(575
)

—

(575
)
Amortization of deferred compensation

—

9,975

—

—

9,975

—

9,975

Amortization of interest rate hedges

—

—

—

1,175

1,175

—

1,175

Distributions to noncontrolling interests

—

—

—

—

—

(278
)

(278
)
Other

—

(282
)

—

—

(282
)

282

—

Balances at June 30, 2022

$
1,767

$
4,705,479

$
(777,939
)

$
(13,781
)

$
3,915,526

$
—

$
3,915,526

~~See accompanying notes to condensed consolidated financial statements.~~

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)


	Six Months Ended June 30,						Quarter Ended March 31,
	2023			2022			2024			2023
Cash flows from operating activities:
Net earnings	$	188,871		$	155,538		$	94,371		$	90,167
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		119,023			110,124			60,615			59,148
Impairment losses – real estate, net of recoveries		2,674			6,250			1,204			2,640
Amortization of notes payable discount		869			837			661			432
Amortization of debt costs		2,401			2,349			1,301			1,199
Amortization of mortgages payable premium		(21	)		(43	)		—			(21	)
Amortization of interest rate hedges		1,223			1,175			632			607
Gain on disposition of real estate		(20,230	)		(4,767	)		(4,821	)		(6,300	)
Performance incentive plan expense		6,290			10,837			3,897			3,466
Performance incentive plan payment		(916	)		(103	)		(1,274	)		(916	)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed:
Decrease in receivables		550			542			80			337
Decrease (increase) in accrued rental income		(1,003	)		2,643			36			(469	)
Increase in other assets		(721	)		(1,369	)
Increase (decrease) in accrued interest payable		953			(745	)
Decrease in other assets								303			832
Increase in accrued interest payable								41,113			34,392
Decrease in other liabilities		(721	)		(8,008	)		(7,148	)		(4,670	)
Other		52			51			(255	)		(22	)
Net cash provided by operating activities		299,294			275,311			190,715			180,822
Cash flows from investing activities:
Proceeds from the disposition of real estate		40,450			29,203			18,940			12,136
Additions to real estate		(327,739	)		(357,460	)		(116,406	)		(153,726	)
Principal payments received on mortgages and notes receivable		324			306			120			111
Other		(1,144	)		(1,505	)		(386	)		(867	)
Net cash used in investing activities		(288,109	)		(329,456	)		(97,732	)		(142,346	)

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(dollars in thousands)

(unaudited)


	Six Months Ended June 30,						Quarter Ended March 31,
	2023			2022			2024			2023
Cash flows from financing activities:
Proceeds from line of credit payable	$	513,500		$	126,000		$	152,000		$	218,000
Repayment of line of credit payable		(347,200	)		(86,000	)		(167,800	)		(175,200	)
Repayment of mortgages payable		(9,947	)		(328	)		—			(173	)
Payment of debt issuance costs		(125	)		(126	)		(53	)		(50	)
Proceeds from issuance of common stock		30,765			33,048			21,693			17,190
Stock issuance costs		(558	)		(575	)		(166	)		(294	)
Payment of common stock dividends		(199,146	)		(185,629	)		(102,684	)		(99,401	)
Noncontrolling interests distributions		—			(278	)
Net cash used in financing activities		(12,711	)		(113,888	)		(97,010	)		(39,928	)
Net decrease in cash, cash equivalents and restricted cash		(1,526	)		(168,033	)		(4,027	)		(1,452	)
Cash, cash equivalents and restricted cash at beginning of period(1)		6,778			171,322			5,155			6,778
Cash, cash equivalents and restricted cash at end of period(1)	$	5,252		$	3,289		$	1,128		$	5,326
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized	$	74,686		$	70,139		$	2,221		$	2,687
Supplemental disclosure of noncash investing and financing activities:
Change in other comprehensive income	$	1,223		$	1,175		$	632		$	607
Right-of-use asset recorded in connection with lease liability	$	6,401		$	—		$	—		$	6,401
Work in progress accrual balance at end of period	$	21,149		$	14,707
Change in work in progress accrual							$	8,086		$	1,811

(1)

Cash, cash equivalents and restricted cash is the aggregate of cash and cash equivalents and restricted cash and cash held in escrow from the Condensed Consolidated Balance Sheets. As of ~~June 30,~~March 31, 2023 and December 31, 2023, NNN had restricted cash of ~~$2,971.~~$2,086 and $3,966, respectively. NNN did ~~not~~not have restricted cash and cash held in escrow as of ~~June 30, 2022.~~March 31, 2024.

See accompanying notes to condensed consolidated financial statements.

NNN REIT, INC.

and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June 30, 2023~~March 31, 2024

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies:

Organization and Nature of ~~Business~~Business. – NNN REIT, Inc., a Maryland corporation, ~~formerly known as National Retail Properties, Inc.,~~ is a fully integrated real estate investment trust (“REIT”) formed in 1984. The term "NNN" or the "Company" refers to NNN REIT, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain of its subsidiaries as taxable REIT ~~subsidiaries. On May 1, 2023, National Retail Properties, Inc. changed its name to NNN REIT, Inc.~~subsidiaries ("TRS").

NNN's assets primarily include 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").


	~~June 30, 2023~~	March 31, 2024
Property Portfolio:
Total Properties		~~3,479~~	3,546
Gross leasable area (square feet)		~~35,492,000~~	36,137,000
States		49
Weighted average remaining lease term (years)	10.0	~~10.2~~

NNN's operations are reported within one ~~operating~~ 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 six months~~ ended ~~June 30, 2023,~~March 31, 2024, may not be indicative of the results that may be expected for the year ending December 31, ~~2023.~~2024. Amounts as of December 31, ~~2022,~~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, ~~2022.~~

~~COVID-19 Pandemic– During 2020 and 2021, NNN and its tenants were impacted by the novel strain of coronavirus and its variants ("COVID-19") pandemic which~~ resulted in the loss of revenue for certain tenants and challenged their ability to pay rent. As a result, NNN entered into rent deferral lease amendments with certain tenants (see "Note 2 – Real Estate").2023.

Principles of ~~Consolidation~~Consolidation. ~~– NNN’s~~NNN's unaudited condensed consolidated financial statements include the accounts of each of the respective majority owned and controlled affiliates, including transactions whereby NNN has been determined to be the primary beneficiary in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codifications ("ASC") guidance included in Topic 810, Consolidation. All significant intercompany account balances and transactions have been eliminated.

Real Estate ~~Portfolio~~Portfolio. – NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of Properties developed or funded by NNN includes direct and indirect costs of construction, property taxes, interest, third-party costs and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. NNN recorded $~~1,126,000~~1,859,000 and $~~274,000~~405,000 in capitalized interest during the development period for the ~~six months ended June 30, 2023 and 2022, respectively, of which $721,000~~ ~~and $176,000~~ ~~was recorded during the~~ quarters ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively.

Purchase Accounting for Acquisition of Real ~~Estate~~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.

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

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

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

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

Lease ~~Accounting~~Accounting. – NNN records its leases on the Property Portfolio in accordance with FASB ~~Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842),"~~ASC Topic 842, Leases ("ASC 842"). In addition, NNN records right-of-use assets and operating lease liabilities as lessee under operating leases in accordance with ASC 842.

NNN's real estate is generally leased to tenants on a net lease basis, whereby the tenant is responsible for all operating expenses relating to the Property, including property taxes, insurance, maintenance, repairs and capital expenditures. The leases on the Property Portfolio are predominantly classified as operating leases and are accounted for as follows:

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

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

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

108

As a result of the review of lease payments collectability, NNN recorded a write-off of $~~348,000~~444,000 and $232,000 of outstanding receivables and related accrued rent for certain tenants reclassified to cash basis for accounting purposes during the ~~six months~~quarters ended ~~June 30, 2023.~~ No ~~such outstanding receivables~~March 31, 2024 and ~~related accrued rent were written off during the six months ended June 30, 2022.~~2023, respectively.

The following table summarizes those tenants classified as cash basis for accounting purposes as of ~~June 30:~~March 31:


	2023			2022			2024				2023
Number of tenants		9			8			10				10
Cash basis tenants as a percent of:
Total Properties		5.0	%		5.3	%		3.5	%			5.0	%
Total annual base rent(1)		7.1	%		7.2	%
Total annual base rent								5.1	%	(1)		7.1	%	(2)
Total gross leasable area		6.8	%		6.9	%		4.9	%			6.7	%


~~(1)~~	Based on annualized base rent for all leases in place ~~for~~at the end of each respective ~~period.~~quarter.
	(1)	$831,010,000 as of March 31, 2024.
	(2)	$781,909,000 as of March 31, 2023.

During the ~~six months~~quarters ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ NNN recognized $~~30,088,000~~9,775,000 and $~~31,285,000~~15,565,000, respectively, of rental income from certain tenants ~~classified as~~for periods following their classification to cash basis for accounting ~~purposes, of which $14,523,000~~ ~~and $15,499,000~~ ~~was recognized during the quarters ended June 30, 2023 and 2022, respectively.~~purposes.

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

~~Right-Of-Use ("ROU") Assets and Operating Lease Liabilities~~ ~~– In accordance with ASC 842, NNN records ROU assets and operating lease liabilities as lessee under operating lease.~~

~~NNN is a lessee for three ground lease arrangements and for its headquarters office lease. NNN recognizes a ROU asset (recorded in~~ ~~other assets~~ ~~on the Condensed Consolidated Balance Sheets) and an operating lease liability (recorded in~~ ~~other liabilities~~ on the Condensed Consolidated Balance Sheets) for the present value of the minimum lease payments. NNN uses its estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of the lease payments. NNN gives consideration to the Company's debt issuances, as well as, publicly available data for secured instruments with similar characteristics when calculating its incremental borrowing rates.

In January 2023, NNN amended its headquarters office lease and extended the lease term until March 31, 2034. The amendment resulted in an increase in the ROU asset and operating lease liability of approximately $~~6,401,000~~.

Real Estate – Held for ~~Sale~~Sale. – Real estate held for sale is not depreciated and is recorded at the lower of cost or fair value, less cost to sell. On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria as outlined in FASB ASC Topic 360, ~~"Property,~~Property, Plant and Equipment," including ~~management’s~~management's intent to commit to a plan to sell the asset. NNN anticipates the disposition of Properties classified as held for sale to occur within 12 months. At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, NNN had recorded real estate held for sale of $~~1,904,000~~22,239,000 ~~(two Properties)~~(five properties) and $~~786,000~~4,573,000 ~~(two properties)~~(one property), respectively, in real estate portfolio on the Condensed Consolidated Balance Sheets. The ~~two properties~~property classified as held for sale as of December 31, ~~2022 were~~2023 was sold during the ~~six months~~quarter ended ~~June 30, 2023.~~March 31, 2024.

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

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

Credit Losses on Financial ~~Instruments~~Instruments. – FASB ~~ASU 2016-13, “Financial~~ASC Topic 326, Financial Instruments – Credit Losses, ~~(Topic 326),”~~ requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings. The guidance requires a lifetime credit loss expected at inception and requires pooling of assets, which share similar risk characteristics. NNN is required to evaluate current economic conditions, as well as make future expectations of economic conditions. In addition, the measurement of the expected credit loss is over the ~~asset’s~~asset's contractual term.

NNN held mortgages receivable, including accrued interest, of $~~1,224,000~~926,000 and $~~1,530,000~~1,002,000 included in other assets on the Condensed Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively, net of $~~78,000~~19,000 and $~~98,000~~64,000 allowance for credit loss, respectively. NNN ~~measures~~periodically evaluates the allowance for credit loss based on the fair value of the collateral and ~~the~~a 15-year historical collectability trend ~~analysis over~~ 15 ~~years.~~analysis.

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

Restricted Cash and Cash Held in ~~Escrow~~Escrow. – Restricted cash and cash held in escrow may include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. As of ~~June 30, 2023 and~~ December 31, ~~2022,~~2023, NNN held $~~2,971,000~~3,966,000 in restricted cash and $cash held in escrow. NNN had ~~4,273,000~~no~~, respectively,~~ restricted cash or cash held in escrow ~~and other restricted accounts~~.as of March 31, 2024.

~~Valuation of Trade Receivables~~ – NNN estimates the collectability of its accounts receivable related to rents, expense reimbursements and other revenues. NNN analyzes accounts receivable and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Debt Costs – Line of Credit ~~Payable~~–Payable. Debt costs incurred in connection with NNN's $1,100,000,000 unsecured revolving line of credit have been deferred and are being amortized to interest expense over the term of the loan commitment using the straight-line method, which approximates the effective interest method. NNN has recorded debt costs associated with the Credit Facility (as defined ~~below)~~in "Note 3 – Line of Credit Payable") as an asset, in debt costs on the Condensed Consolidated Balance Sheets.

Debt Costs – Notes ~~Payable~~–Payable. Debt costs incurred in connection with the issuance of ~~NNN’s~~NNN's unsecured notes ~~payable~~ 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 $~~38,145,000~~42,595,000,, included in notes payable on the Condensed Consolidated Balance Sheets, as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, net of accumulated amortization of $~~12,946,000~~15,071,000 and $~~11,693,000~~14,343,000, respectively.

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

1210

The core principle of ASU 2014-09, “Revenue from Contracts with Customers" (Topic 606), is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of ASC 842. NNN determined the key revenue stream impacted by ASU 2014-09 is ~~gain on disposition of real estate~~ reported on the Condensed Consolidated Statements of Income and Comprehensive Income. In accordance with ASU 2014-09, NNN evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue recognition, as well as transaction price allocation.

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

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


	Quarter Ended June 30,						Six Months Ended June 30,						Quarter Ended March 31,
	2023			2022			2023			2022			2024			2023
Basic and Diluted Earnings:
Net earnings available to NNN’s common stockholders	$	98,704		$	74,171		$	188,871		$	155,543
Net earnings													$	94,371		$	90,167
Less: Earnings allocated to unvested restricted shares		(162	)		(165	)		(295	)		(319	)		(153	)		(132	)
Net earnings used in basic and diluted earnings per share	$	98,542		$	74,006		$	188,576		$	155,224		$	94,218		$	90,035

Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding		182,123,555			175,989,323			181,923,011			175,813,456
Weighted average shares outstanding														182,700,682			181,720,238
Less: Unvested restricted shares		(295,441	)		(310,844	)		(267,861	)		(300,810	)		(270,664	)		(240,699	)
Less: Unvested contingent restricted shares		(736,083	)		(721,623	)		(685,341	)		(645,597	)		(635,810	)		(634,036	)
Weighted average number of shares outstanding used in basic earnings per share		181,092,031			174,956,856			180,969,809			174,867,049
Weighted average shares outstanding used in basic earnings per share														181,794,208			180,845,503
Other dilutive securities		535,826			151,058			574,466			154,822			418,689			588,842
Weighted average number of shares outstanding used in diluted earnings per share		181,627,857			175,107,914			181,544,275			175,021,871
Weighted average shares outstanding used in diluted earnings per share														182,212,897			181,434,345

Income ~~Taxes~~Taxes. – NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Code, and related regulations. NNN generally will not be subject to federal income taxes on taxable income it distributes to stockholders, ~~providing~~provided it ~~distributes 100 percent of its REIT taxable income and~~ meets certain other requirements for qualifying as a REIT. As of ~~June 30, 2023,~~March 31, 2024, NNN believes it has qualified as a REIT. Notwithstanding ~~NNN’s~~NNN's qualification for taxation as a REIT, NNN is subject to certain state and local income, franchise and excise taxes.

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

•

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

•

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

•

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

Accumulated Other Comprehensive Income (Loss). – The following table outlines the changes in accumulated other comprehensive income (loss) for the ~~six months~~quarter ended ~~June 30, 2023~~March 31, 2024 (dollars in thousands):

Gain (Loss) on
Cash Flow Hedges(1)

Beginning balance, December 31, 2022

$
(12,582
)

Reclassifications from accumulated other comprehensive income to net earnings

1,223

(2)
Ending balance, June 30, 2023

$
(11,359
)


	Gain (Loss) on Cash Flow Hedges(1)
Beginning balance, December 31, 2023	$	(10,111	)
Reclassifications from accumulated other comprehensive income to net earnings		632		(2)
Ending balance, March 31, 2024	$	(9,479	)


(1)	Additional disclosure is included in ~~Note 6~~"Note 4 – Notes Payable and ~~Derivatives.~~Derivatives".


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

New Accounting Pronouncements. FASB Accounting Standards Update ("ASU") 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”) contains practical expedients for reference rate reform-related activities, including the transition away from the London Interbank Offered Rate ("LIBOR"), that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In 2021, NNN elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. In December 2022, the FASB issued ASU 2022-06, Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”) which was issued to defer the sunset date of ASU 2020-04. ASU 2022-06 is effective immediately for all companies. NNN continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. NNN had no derivative financial instruments outstanding as of March 31, 2024.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07"), effective for fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The amendments in this update require public entities to provide enhanced disclosures primarily around segment expenses. On an annual and interim basis, entities will disclose significant segment expenses that are regularly provided to the chief operating decision maker and included with each measure of segment profit or loss, an amount for “other segment items” by reportable segment accompanied by a description of its composition, and all annual disclosures about segment profit and loss currently required by Topic 280 to be disclosed in interim periods. While NNN only has one reportable segment, NNN is currently evaluating the potential impact the adoption of ASU 2023-07 will have on its future disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"), effective for annual periods beginning after December 15, 2024. The amendments in the update require public business entities on an annual basis to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold of equal to or greater than five percent of the amount computed by multiplying pretax income by the statutory income tax rate. The amendments also require that entities disclose on an annual basis information about the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid. The amendments eliminate some of the previous required disclosures for all entities relating to estimates of the change in unrecognized tax benefits reasonably possible within 12 months. NNN is currently evaluating the potential impact the adoption of ASU 2023-09 will have on its future disclosures.

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

1412

Note 2 – Real Estate:

Real Estate – Portfolio

~~Leases~~Leases. – At ~~June 30, 2023, NNN’s~~March 31, 2024, NNN's real estate portfolio had a weighted average remaining lease term of ~~10.2~~10.0 years and consisted of ~~3,492~~3,554 leases classified as operating leases and an additional ~~five~~four 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. ~~Generally,~~Typically, the Property leases provide for initial terms of 10 to 20 years. The Properties are generally leased under ~~net~~triple-net leases, pursuant to which the tenant typically bears responsibility for substantially all property costs and expenses associated with ongoing maintenance, repair, replacement and operation of the Property, including utilities, ~~property~~real estate taxes and assessments, and property and liability insurance. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of 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 ~~(i)~~ increases in the Consumer Price Index ~~(ii)~~or fixed ~~increases, or (iii) to a lesser extent, increases in the tenant's sales volume.~~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~~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.

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


	June 30, 2023			December 31, 2022			March 31, 2024			December 31, 2023
Land and improvements(1)	$	2,765,263		$	2,669,498		$	2,888,657		$	2,878,400
Buildings and improvements		7,166,833			6,985,394			7,459,462			7,368,873
Leasehold interests		355			355			355			355
		9,932,451			9,655,247			10,348,474			10,247,628
Less accumulated depreciation and amortization		(1,766,177	)		(1,660,308	)		(1,913,861	)		(1,863,451	)
		8,166,274			7,994,939			8,434,613			8,384,177
Work in progress and improvements		49,823			21,737			127,025			144,068
Accounted for using the operating method		8,216,097			8,016,676			8,561,638			8,528,245
Accounted for using the direct financing method		3,191			3,352			2,979			3,033
Classified as held for sale		1,904			786
Classified as held for sale(2)								22,239			4,573
	$	8,221,192		$	8,020,814		$	8,586,856		$	8,535,851


(1)	Includes $~~63,991~~76,281 and $~~22,356~~96,464 in land for Properties under construction at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively.


(2)	As of March 31, 2024, five Properties were classified as held for sale. The property classified as held for sale as of December 31, 2023 was sold during the quarter ended March 31, 2024.

1513

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


	Quarter Ended June 30,				Six Months Ended June 30,				Quarter Ended March 31,
	2023		2022		2023		2022		2024		2023
Rental income from operating leases	$	197,629	$	185,791	$	395,812	$	370,102	$	209,084	$	198,183
Earned income from direct financing leases		143		150		287		301		119		144
Percentage rent		291		295		1,054		996		888		763
Rental revenues										210,091		199,090
Real estate expense reimbursement from tenants		4,363		4,300		8,903		8,900		4,734		4,540
	$	202,426	$	190,536	$	406,056	$	380,299	$	214,825	$	203,630

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.

~~During 2021~~For the quarters ended March 31, 2024 and ~~2020, as a result of the COVID-19 pandemic,~~2023, NNN ~~entered into rent deferral lease amendments with certain tenants in the Property Portfolio, for an aggregate $~~recognized ($~~4,722,000~~36,000) and $~~51,723,000~~469,000 of rent originally due for the years ended December 31, 2021 and 2020, respectively. The rent deferral lease amendments require the deferred rents to be repaid at a later time during the lease term. As of June 30, 2023, an aggregate of approximately 92 percent of deferred rent has been repaid with $~~2,172,000~~ ~~and $8,062,000~~ ~~of deferred rent repaid during the six months ended June 30, 2023 and 2022, respectively, of which $486,000~~ ~~and $4,005,000~~ ~~of deferred rent was repaid during the quarters ended June 30, 2023 and 2022, respectively. The remaining deferred rents are substantially due by December 31, 2023.~~

~~For the six months ended June 30, 2023 and 2022, NNN recognized $1,003,000~~ ~~and ($2,643,000~~), respectively, of net straight-line accrued rental income, net of ~~reserves, of which $534,000~~ ~~and ($1,547,000) of such income, net of reserves was recorded during the quarters ended June 30, 2023 and 2022, respectively.~~

Included in accrued rental income are the net impacts of the rent deferred and corresponding scheduled repayments from the lease amendments NNN entered into as a result of the COVID-19 pandemic. During the six months ended June 30, 2023 and 2022, NNN recorded ($~~19,000) and ($3,509,000), respectively, of net straight-line accrued rental income related to such amendments, of which ($10,000) and ($1,729,000) was recorded during the quarters ended June 30, 2023 and 2022, respectively.~~reserves.

Real Estate – Intangibles

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

June 30,
2023

December 31,
2022

Intangible lease assets (included in other assets):

Above-market in-place leases

$
15,356

$
15,356

Less: accumulated amortization

(11,816
)

(11,477
)
Above-market in-place leases, net

$
3,540

$
3,879

In-place leases

$
123,468

$
124,198

Less: accumulated amortization

(82,845
)

(79,675
)
In-place leases, net

$
40,623

$
44,523

Intangible lease liabilities (included in other liabilities):

Below-market in-place leases

$
41,267

$
41,371

Less: accumulated amortization

(28,634
)

(28,121
)
Below-market in-place leases, net

$
12,633

$
13,250


	March 31, 2024			December 31, 2023
Intangible lease assets (included in other assets):
Above-market in-place leases	$	15,113		$	15,297
Less: accumulated amortization		(12,055	)		(12,080	)
Above-market in-place leases, net	$	3,058		$	3,217

In-place leases	$	121,664		$	122,802
Less: accumulated amortization		(85,841	)		(85,332	)
In-place leases, net	$	35,823		$	37,470

Intangible lease liabilities (included in other liabilities):
Below-market in-place leases	$	40,996		$	41,244
Less: accumulated amortization		(29,145	)		(29,117	)
Below-market in-place leases, net	$	11,851		$	12,127

The amounts amortized as a net increase to rental income for above-market and below-market in-place leases for the ~~six months~~quarters ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022,~~ were $~~234,000~~117,000 and $~~280,000~~112,000, ~~respectively, of which $122,000~~ ~~and $140,000~~ ~~were recorded for the quarters ended June 30, 2023 and 2022,~~ respectively. The value of in-place leases amortized to expense for the ~~six months~~quarters ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ was $~~3,527,000~~1,647,000 and $~~3,544,000~~1,760,000, ~~respectively, of which $1,767,000~~ ~~and $1,771,000~~ ~~was recorded for the quarters ended June 30, 2023 and 2022,~~ respectively.

Real Estate – Dispositions

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

Quarter Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

# of Sold
Properties

Net
Gain

# of Sold
Properties

Net
Gain

# of Sold
Properties

Net
Gain

# of Sold
Properties

Net
Gain

Gain on disposition of real estate

7

$
13,930

8

$
775

13

$
20,230

18

$
4,767


	Quarter Ended March 31,
	2024			2023
	# of Sold Properties	Net Gain		# of Sold Properties	Net Gain
Gain on disposition of real estate	6	$	4,821	6	$	6,300

Real Estate – Commitments

NNN has committed to fund construction on 39 Properties. The improvements on such Properties are estimated to be completed within12 to 18 months. These construction commitments, as of ~~June 30, 2023,~~March 31, 2024, are outlined in the table below (dollars in thousands):


Total commitment(1)	$	268,159		$	320,410
Less amount funded		(113,814	)		(203,306	)
Remaining commitment	$	154,345		$	117,104


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

Real Estate – Impairments

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

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


	Quarter Ended June 30,				Six Months Ended June 30,				Quarter Ended March 31,
	2023		2022		2023		2022		2024		2023
Total real estate impairments, net of recoveries	$	34	$	4,618	$	2,674	$	6,250	$	1,204	$	2,640

Number of Properties:
Vacant		—		3		3		6		—		3
Occupied		—		3		1		5		3		1

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.

Note 3 – Line of Credit Payable:

NNN's $1,100,000,000 revolving credit facility (the "Credit Facility") had a weighted average outstanding balance of $~~228,576,000~~116,067,000 and a weighted average interest rate of ~~5.67~~6.26% during the ~~six months~~quarter ended ~~June 30, 2023. In December 2022, NNN entered into an amendment to the~~March 31, 2024. The Credit Facility ~~to change the~~has a base interest rate ~~from the London Interbank Offer Rate ("LIBOR") to~~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 June 2025, unless the Company exercises its options to extend maturity to June 2026. 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 ~~June 30, 2023,~~March 31, 2024, there was $~~332,500,000~~116,200,000 ~~was~~ outstanding and $~~767,500,000~~983,800,000 ~~was~~ available for future borrowings under the Credit Facility, and NNN was in compliance with each of the Credit Facility financial covenants.

~~Note 4 – Mortgages Payable~~:

~~In April 2023, NNN repaid the remaining mortgages payable principal balance of $9,774,000~~15

Note ~~5 – Stockholders' Equity~~:

~~Universal Shelf Registration Statement~~ – In August 2020, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which was automatically effective and permits the issuance by NNN of an indeterminate amount of debt and equity securities.

~~At-The-Market Offerings~~ ~~– Under NNN's shelf registration statement, NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time.~~ ~~The following outlines NNN's ATM program:~~


	~~2020 ATM~~
~~Established date~~	~~August 2020~~
~~Termination date~~	~~August 2023~~
~~Total allowable shares~~		~~17,500,000~~
~~Total shares issued as of June 30, 2023~~		~~7,722,511~~

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

Six Months Ended June 30,

2023

2022

Shares of common stock

650,135

717,473

Average price per share (net)

$
43.98

$
43.23

Net proceeds

$
28,592

$
31,018

Stock issuance costs(1)

$
558

$
575


~~(1)~~	~~Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.~~

~~Dividend Reinvestment and Stock Purchase Plan~~ – In February 2021, NNN filed a shelf registration statement that was automatically effective with the Commission for its Dividend Reinvestment and Stock Purchase Plan ("DRIP"), which permits NNN to issue up to ~~6,000,000~~ ~~shares of common stock.~~ ~~The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):~~

Six Months Ended June 30,

2023

2022

Shares of common stock

35,922

34,396

Net proceeds

$
1,615

$
1,456

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

Quarter Ended June 30,

Six Months Ended June 30,

2023

2022

2023

2022

Dividends

$
99,745

$
92,878

$
199,146

$
185,629

Per share

0.550

0.530

1.100

1.060

~~In July 2023, NNN declared a dividend of $0.5650~~ ~~per share, which is payable in August 2023 to its common stockholders of record as of July 31, 2023.~~

~~Note 6~~4 – Notes Payable and Derivatives:

~~Information~~Additional information related to NNN's notes payable and derivatives is included in NNN's Annual Report on Form 10-K for the year ended December 31, ~~2022.~~2023.

As of ~~June 30, 2023,~~March 31, 2024, $~~11,359,000~~9,479,000 remained in accumulated other comprehensive income (loss) related to ~~NNN’s~~NNN's previously terminated interest rate hedges. During the ~~six months~~quarters ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ NNN reclassified out of accumulated other comprehensive income (loss) $~~1,223,000~~632,000 and $~~1,175,000~~607,000, ~~respectively, of which $616,000~~ ~~and $592,000~~ ~~was reclassified during the quarters ended June 30, 2023 and 2022,~~ respectively, as an increase in interest expense. Over the next 12 months, NNN estimates that an additional $~~2,490,000~~1,980,000 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~~NNN's long-term debt.

NNN does not use derivatives for trading or speculative purposes. NNN had no derivative financial instruments outstanding at ~~June 30, 2023.~~March 31, 2024.

Note 75 – Stockholders' Equity:

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

At-The-Market Offerings. NNN has established an at-the-market equity program ("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 March 31, 2024	500,000	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 March 31,
	2024		2023
Shares of common stock		500,000		349,809
Average price per share (net)	$	41.61	$	45.95
Net proceeds	$	20,806	$	16,074
Stock issuance costs(1)	$	119	$	294


(1)	Stock issuance costs consist primarily of underwriters' and agents' fees and commissions, and legal and accounting fees.

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


	Quarter Ended March 31,
	2024		2023
Shares of common stock		19,494		17,760
Net proceeds	$	709	$	822

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


	Quarter Ended March 31,
	2024		2023
Dividends	$	102,684	$	99,401
Per share		0.5650		0.5500

In April 2024, NNN declared a dividend of $0.5650 per share, which is payable in May 2024 to its common stockholders of record as of April 30, 2024.

Note 6 – Fair Value of Financial Instruments:

NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate. ~~NNN believes that the carrying value of its mortgages payable at December~~At March 31, ~~2022 approximate fair value based upon current market prices of comparable instruments (Level 3). NNN had no mortgages payable outstanding at June 30, 2023. At June 30, 2023~~2024 and December 31, ~~2022,~~2023, the fair value of ~~NNN’s~~NNN's notes payable excluding unamortized discount and debt costs was $~~3,135,564,000~~3,762,576,000 and $~~3,140,774,000~~3,801,367,000, respectively, based upon quoted market prices as of the close of the period, which is a Level 1 valuation since NNN's notes payable are publicly traded.

Note 7 – Subsequent Events:

NNN reviewed its subsequent events and transactions that have occurred after March 31, 2024, the date of the condensed consolidated balance sheet.

In April 2024, NNN announced it had amended its Credit Facility, (as so amended, the "Amended Credit Facility") by increasing borrowing capacity from $1,100,000,000 to $1,200,000,000 and by extending the maturity date from June 2025 to April 2028, with options by NNN to extend maturity to April 2029. No other material terms were modified in the Amended Credit Facility.

There were no additional reportable events or transactions.

1917

Item 2. ~~Management’s~~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, ~~2022~~2023 ("~~2022~~2023 Annual Report"). The term “NNN” or the “Company” refers to NNN REIT, Inc. and all of its consolidated subsidiaries. ~~Effective May 1, 2023, National Retail Properties, Inc. changed its name to NNN REIT, Inc.~~

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~~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 are some 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 ~~NNN's~~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~~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~~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~~Properties may be limited;

•

~~Vacant properties~~Bankrupt tenants or ~~bankrupt tenants~~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, ~~employees,~~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 of 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~~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;

•

~~The cost~~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,~~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 ~~2022~~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 ~~June 30, 2023,~~March 31, 2024, NNN owned ~~3,479~~3,546 Properties in 49 states, with an aggregate gross leasable area of approximately ~~35,492,000~~36,137,000 square feet, ~~located in 49 states, with~~and a weighted average remaining lease term of ~~10.2~~10.0 years. Approximately 99 percent of the Properties were leased as of ~~June 30, 2023.~~March 31, 2024.

~~NNN’s~~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, geographic and line of trade diversification), the occupancy rate of the Property Portfolio, certain financial performance ~~ratios~~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, geography and tenant's line of trade. ~~NNN’s~~NNN's largest line of trade concentrations are the restaurant (including full and limited service) ~~(17.7%~~(17.1%), automotive service (16.3%), and convenience store ~~(16.9%), and automotive service (14.5%~~(16.2%) sectors. These sectors represent a large part of the freestanding retail property marketplace and ~~NNN’s~~NNN's management believes these sectors present attractive investment opportunities. The Property Portfolio is geographically concentrated in the southeast (26.5%) and south ~~and southeast~~(22.9%) 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 ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the Property Portfolio remained ~~at least~~approximately 99 percent leased and had a weighted average remaining lease term of approximately 10 years. High occupancy levels coupled with a net lease structure, provides enhanced probability of maintaining operating earnings.

Additional information related to NNN and the Property Portfolio is included in NNN's ~~2022~~2023 Annual Report.

Results of Operations

Property Analysis

General. The following table summarizes the Property Portfolio:


	June 30, 2023			December 31, 2022			June 30, 2022			March 31, 2024			December 31, 2023			March 31, 2023
Properties Owned:
Number		3,479			3,411			3,305			3,546			3,532			3,449
Total gross leasable area (square feet)		35,492,000			35,010,000			33,758,000			36,137,000			35,966,000			35,251,000
Properties:
Leased and unimproved land		3,457			3,390			3,275			3,524			3,514			3,429
Percent of Properties – leased and unimproved land		99	%		99	%		99	%		99	%		99	%		99	%
Weighted average remaining lease term (years)		10.2			10.4			10.6			10.0			10.1			10.3
Total gross leasable area (square feet) – leased		35,252,000			34,829,000			33,526,000			35,839,000			35,683,000			35,019,000
Total annualized base rent(1)										$	831,010,000		$	818,749,000		$	781,909,000


(1)	Annualized base rent is calculated by multiplying the monthly cash base rent in place at the end of each respective quarter, by 12.

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


		% of Annual Base Rent(1)				% of Annual Base Rent
	Lines of Trade	June 30, 2023	December 31, 2022	June 30, 2022	Lines of Trade	March 31, 2024(1)	December 31, 2023(2)	March 31, 2023(3)
1.	Convenience stores	16.9%	16.5%	17.0%	Automotive service	16.3%	15.6%	14.4%
2.	Automotive service	14.5%	13.7%	13.1%	Convenience stores	16.2%	16.4%	16.3%
3.	Restaurants – full service	8.9%	9.1%	9.6%	Restaurants – full service	8.6%	8.7%	9.0%
4.	Restaurants – limited service	8.8%	8.9%	9.2%	Restaurants – limited service	8.5%	8.5%	8.9%
5.	Family entertainment centers	5.7%	5.9%	6.2%	Family entertainment centers	6.7%	6.4%	5.8%
6.	Health and fitness	4.7%	4.9%	5.0%	Recreational vehicle dealers, parts and accessories	4.6%	4.6%	4.1%
7.	Theaters	4.3%	4.3%	4.3%	Health and fitness	4.4%	4.5%	4.8%
8.	Recreational vehicle dealers, parts and accessories	4.2%	4.1%	4.2%	Theaters	4.1%	4.1%	4.3%
9.	Equipment rental	3.0%	3.1%	3.2%	Equipment rental	2.9%	3.0%	3.1%
10.	Wholesale clubs	2.5%	2.6%	2.4%	Wholesale clubs	2.5%	2.5%	2.6%
11.	Automotive parts	2.5%	2.6%	2.9%	Automotive parts	2.4%	2.5%	2.6%
12.	Drug stores	2.5%	2.6%	1.2%	Drug stores	2.3%	2.4%	2.6%
13.	Home improvement	2.3%	2.3%	2.4%	Home improvement	2.2%	2.2%	2.3%
14.	Furniture	2.1%	2.3%	2.4%	Furniture	2.0%	2.0%	2.1%
15.	Medical service providers	1.8%	1.9%	2.0%	Medical service providers	1.8%	1.7%	1.9%
16.	Home furnishings	1.5%	1.4%	1.5%	General merchandise	1.4%	1.4%	1.5%
17.	General merchandise	1.5%	1.6%	1.6%	Consumer electronics	1.3%	1.4%	1.4%
18.	Consumer electronics	1.4%	1.4%	1.5%	Home furnishings	1.3%	1.3%	1.4%
19.	Travel plazas	1.3%	1.4%	1.5%	Travel plazas	1.3%	1.3%	1.3%
20.	Automobile auctions, wholesale	1.2%	1.3%	1.2%	Pet supplies and services	1.1%	1.1%	0.9%
	Other	8.4%	8.1%	7.6%	Other	8.1%	8.4%	8.7%
		100.0%	100.0%	100.0%		100.0%	100.0%	100.0%


~~(1)~~	Based on annualized base rent for all leases in place ~~for~~at the end of each respective ~~period.~~quarter.
	(1)	$831,010,000 as of March 31, 2024.
	(2)	$818,749,000 as of December 31, 2023
	(3)	$781,909,000 as of March 31, 2023.

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


	Quarter Ended June 30,						Six Months Ended June 30,						Quarter Ended March 31,
	2023			2022			2023			2022			2024			2023
Acquisitions:
Number of Properties		36			43			79			102			20			43
Gross leasable area (square feet)(1)		278,000			348,000			553,000			1,227,000			284,000			275,000
Cap rate(2)		7.2	%		6.2	%		7.1	%		6.2	%		8.0	%		7.0	%
Total dollars invested(3)	$	181,296		$	153,769		$	337,541		$	364,592		$	124,492		$	156,244


(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 unsecured revolving credit facility (the "Credit Facility") or, by issuing its debt or equity securities in the capital ~~markets.~~markets, with undistributed funds from operations, or with proceeds from the sale of Properties.

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


	Quarter Ended June 30,						Six Months Ended June 30,						Quarter Ended March 31,
	2023			2022			2023			2022			2024			2023
Number of properties		7			8			13			18			6			6
Gross leasable area (square feet)		37,000			94,000			54,000			175,000			113,000			16,000
Net sales proceeds	$	28,233		$	7,905		$	40,158		$	27,979		$	18,531		$	11,925
Net gain on disposition of real estate	$	13,930		$	775		$	20,230		$	4,767		$	4,821		$	6,300
Cap rate(1)		5.1	%		7.9	%		5.6	%		6.2	%		6.4	%		6.6	%


(1)	The cap rate is a weighted average of properties occupied at disposition, calculated as the cash annual base rent divided by the total ~~sales price of~~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 ~~Revenue~~Revenues

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


	Quarter Ended June 30,				Percent Increase			Six Months Ended June 30,				Percent Increase			Quarter Ended March 31,				Percent Increase
	2023		2022		(Decrease)			2023		2022		(Decrease)			2024		2023		(Decrease)
Rental Revenues(1)	$	198,063	$	186,236		6.4	%	$	397,153	$	371,399		6.9	%	$	210,091	$	199,090		5.5	%
Real estate expense reimbursement from tenants		4,363		4,300		1.5	%		8,903		8,900		0.0	%		4,734		4,540		4.3	%
Rental income		202,426		190,536		6.2	%		406,056		380,299		6.8	%		214,825		203,630		5.5	%
Interest and other income from real estate transactions		214		247		(13.4	)%		692		763		(9.3	)%		582		478		21.8	%
Total revenues	$	202,640	$	190,783		6.2	%	$	406,748	$	381,062		6.7	%	$	215,407	$	204,108		5.5	%


(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 six months~~ ended ~~June 30, 2023,~~March 31, 2024, as compared to the same ~~periods~~period in ~~2022.~~2023. The increase is primarily due to the Rental Revenues from NNN's recent Property acquisitions (see "Results of Operations – Property Analysis – Property Acquisitions").

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Analysis of Expenses

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


	Quarter Ended June 30,						Percent Increase			Six Months Ended June 30,						Percent Increase			Quarter Ended March 31,						Percent Increase
	2023			2022			(Decrease)			2023			2022			(Decrease)			2024			2023			(Decrease)
General and administrative	$	10,740		$	9,740			10.3	%	$	22,991		$	20,782			10.6	%	$	12,584		$	12,251			2.7	%
Real estate		6,836			6,173			10.7	%		13,682			13,371			2.3	%		7,154			6,846			4.5	%
Depreciation and amortization		59,875			57,444			4.2	%		119,023			110,124			8.1	%		60,615			59,148			2.5	%
Leasing transaction costs		52			76			(31.6	)%		127			164			(22.6	)%		33			75			(56.0	)%
Impairment losses – real estate, net of recoveries		34			4,618			(99.3	)%		2,674			6,250			(57.2	)%		1,204			2,640			(54.4	)%
Executive retirement costs		309			2,655			(88.4	)%		732			6,249			(88.3	)%		317			423			(25.1	)%
Total operating expenses	$	77,846		$	80,706			(3.5	)%	$	159,229		$	156,940			1.5	%	$	81,907		$	81,383			0.6	%

Interest and other income	$	(74	)	$	(52	)		42.3	%	$	(107	)	$	(87	)		23.0	%	$	(119	)	$	(33	)		260.6	%
Interest expense		40,094			36,739			9.1	%		78,985			73,438			7.6	%		44,069			38,891			13.3	%
Total other expenses	$	40,020		$	36,687			9.1	%	$	78,878		$	73,351			7.5	%	$	43,950		$	38,858			13.1	%

As a percentage of total revenues:
General and administrative																				5.8	%		6.0	%
Real estate																				3.3	%		3.4	%

As a percentage of total revenues:

General and administrative

5.3%

5.1%

5.7%

5.5%

Real estate

3.4%

3.2%

3.4%

3.5%

~~General and Administrative.~~ General and administrative expense increased for the quarter and six months ended June 30, 2023, as compared to the same periods in 2022. The increase is primarily attributable to an increase in long-term incentive compensation costs.

~~Depreciation and Amortization.~~ Depreciation and amortization expense increased for the quarter and six months ended June 30, 2023, as compared to the same periods in 2022. The increase is primarily due to the increase in NNN's Property Portfolio from recent acquisitions (see "Results of Operations – Property Analysis – Property Acquisitions").

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 quarter ended March 31, 2024 and ~~six months ended June 30,~~ 2023, ~~and 2022,~~ 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.

~~Executive Retirement Costs.~~ ~~In April 2022, the former President and Chief Executive Officer retired from employment, as contemplated under the~~Company’s long-term executive succession planning process and as previously announced in January 2022. During the quarter and six months ended June 30, 2023 and 2022, NNN recorded executive retirement costs in connection with the long-term incentive compensation related to the retirement and transition agreement.

Interest Expense. Interest expense increased for the quarter ~~and six months~~ ended ~~June 30, 2023,~~March 31, 2024, as compared to the same ~~periods~~period in ~~2022.~~2023. The increase is primarily due to the ~~Credit Facility having a weighted average outstanding balance~~issuance of ~~$228,576,000 with a weighted average interest rate~~$500,000,000 aggregate principal amount of ~~5.67% for the six months ended June 30, 2023 compared to a weighted average outstanding balance of $9,028,000 with a weighted average interest rate of 2.04% for the six months ended June 30, 2022.~~

5.600% notes due October 2033 (see "Capital Structure – Debt Securities – Notes Payable").

Liquidity and Capital Resources

~~NNN’s~~NNN's demand for funds has been, and will continue to be, primarily for (i) payment of operating expenses and cash ~~dividends;~~dividends, (ii) ~~Property~~property acquisitions and ~~development;~~construction commitments, (iii) capital ~~expenditures;~~expenditures, (iv) payment of principal and interest on its outstanding ~~indebtedness;~~indebtedness, and (v) other investments.

Financing Strategy. ~~NNN’s~~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~~NNN's stockholders. ~~NNN’s~~NNN's capital resources have and will continue to include, if available (i) proceeds from issuing debt or equity in the ~~issuance of public or private equity or debt~~ capital ~~market transactions;~~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,~~properties, with cash and cash equivalents, cash provided from operations, ~~and advances~~borrowings from NNN's Credit ~~Facility.~~Facility or proceeds from the sale of Properties. As of ~~June 30, 2023,~~March 31, 2024, NNN had ~~$2,281,000~~$1,128,000 of cash, ~~and~~ cash equivalents and ~~$767,500,000~~restricted cash and $983,800,000 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 ~~debt outstanding.~~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 ~~$2,281,000~~$1,128,000 in cash and cash equivalents, ~~and $2,971,000 in~~none of which was restricted cash or cash held in escrow at ~~June 30, 2023.~~March 31, 2024. The table below summarizes ~~NNN’s~~NNN's cash flows (dollars in thousands):


	Six Months Ended June 30,						Quarter Ended March 31,
	2023			2022			2024			2023
Cash and cash equivalents:
Cash, cash equivalents and restricted cash:
Provided by operating activities	$	299,294		$	275,311		$	190,715		$	180,822
Used in investing activities		(288,109	)		(329,456	)		(97,732	)		(142,346	)
Used in financing activities		(12,711	)		(113,888	)		(97,010	)		(39,928	)
Decrease		(1,526	)		(168,033	)		(4,027	)		(1,452	)
Net cash at beginning of period		6,778			171,322			5,155			6,778
Net cash at end of period	$	5,252		$	3,289		$	1,128		$	5,326

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~~NNN's cash flow from operating activities has been sufficient to pay the distributions for each period presented. The change in cash provided by operations for the ~~six months~~quarters ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ 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, ~~or proceeds~~borrowings from its Credit Facility or proceeds from the sale of Properties to fund the acquisition of its Properties.

Financing Activities.~~NNN’s~~NNN's financing activities for the ~~six months~~quarter ended ~~June 30, 2023,~~March 31, 2024, included the following significant transactions:

•

$~~166,300,000~~15,800,000 in net ~~borrowings from~~repayments of NNN's Credit Facility,

•

$~~28,592,000~~20,806,000 from the issuance of ~~650,135~~500,000 shares of common stock in connection with the at-the-market equity program ("ATM") ~~equity program,~~,

•

$~~1,615,000~~709,000 from the issuance of ~~35,922~~19,494 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan ("DRIP"), and

•

$~~199,146,000~~102,684,000 in dividends paid to common ~~stockholders, and~~stockholders.

•

~~$9,774,000 payment in April for the repayment of the remaining mortgages payable principal.~~

2524

Material Cash Requirements

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

The table below presents material cash requirements related to NNN's long-term obligations outstanding as of ~~June 30, 2023~~March 31, 2024 (see "Capital Structure") (dollars in thousands):


	Date of Obligation														Date of Obligation
	Total		2023		2024		2025		2026		2027		Thereafter		Total		2024		2025		2026		2027		2028		Thereafter
Long-term debt(1)	$	3,800,000	$	—	$	350,000	$	400,000	$	350,000	$	400,000	$	2,300,000	$	4,300,000	$	350,000	$	400,000	$	350,000	$	400,000	$	400,000	$	2,400,000
Long-term debt – interest(2)		1,753,441		68,200		129,006		120,750		106,225		91,233		1,238,027		1,918,308		115,906		148,750		134,225		119,233		104,567		1,295,627
Credit Facility		332,500		—		—		332,500		—		—		—
Credit Facility(3)																116,200		—		116,200		—		—		—		—
Headquarters office lease		10,515		412		837		210		981		1,005		7,070		9,897		631		210		981		1,005		1,030		6,040
Total contractual cash obligations	$	5,896,456	$	68,612	$	479,843	$	853,460	$	457,206	$	492,238	$	3,545,097	$	6,344,405	$	466,537	$	665,160	$	485,206	$	520,238	$	505,597	$	3,701,667


(1)	Includes only principal amounts outstanding under notes payable and excludes unamortized note discounts and debt costs.
(2)	Interest calculation on notes payable based on stated rate of the principal amount.
(3)	In April 2024, NNN amended its Credit Facility by increasing borrowing capacity and extending the maturity date to 2028. No other material terms were modified (see "Capital Structure – Line of Credit Payable").

Property Construction. NNN has committed to fund construction on 39 Properties. The improvements of such Properties are estimated to be completed within 12 to 18 months. These construction commitments, at ~~June 30, 2023,~~March 31, 2024, are outlined in the table below (dollars in thousands):


Total commitment(1)	$	268,159		$	320,410
Less amount funded		(113,814	)		(203,306	)
Remaining commitment	$	154,345		$	117,104


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

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

Properties.~~Generally,~~Typically, the Properties are leased under long-term triple net leases, which require the tenant to pay all ~~property~~real estate taxes and assessments, utilities, 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 revenues could have a material adverse effect on the liquidity and results of operations if NNN is unable to re-lease the Properties at comparable rental rates and in a timely manner.

As of ~~June 30, 2023,~~March 31, 2024, NNN owned 22 vacant, un-leased Properties which accounted for less than one percent of total Properties, and less than one percent of aggregate gross leasable area held in the Property Portfolio.

Additionally, as of ~~July 31, 2023,~~April 30, 2024, less than one percent of total Properties, and less than one percent of aggregate gross leasable area held in the Property Portfolio, was leased to one tenant currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, this tenant has the right to reject or affirm its ~~lease~~leases with NNN.

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

2625

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

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


	Quarter Ended June 30,				Six Months Ended June 30,				Quarter Ended March 31,
	2023		2022		2023		2022		2024		2023
Dividends	$	99,745	$	92,878	$	199,146	$	185,629	$	102,684	$	99,401
Per share		0.550		0.530		1.100		1.060		0.5650		0.5500

In ~~July 2023,~~April 2024, NNN declared a dividend of $0.5650 per share which is payable in ~~August 2023~~May 2024 to its common stockholders of record as of ~~July 31, 2023.~~April 30, 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, to finance property acquisitions and to fund construction on its Properties.~~debt.

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


	June 30, 2023		Percentage of Total			December 31, 2022		Percentage of Total			March 31, 2024		Percentage of Total			December 31, 2023		Percentage of Total
Line of credit payable	$	332,500		8.2	%	$	166,200		4.2	%	$	116,200		2.7	%	$	132,000		3.0	%
Mortgages payable(1)		—		—			9,964		0.3	%
Notes payable		3,742,012		91.8	%		3,739,890		95.5	%		4,229,933		97.3	%		4,228,544		97.0	%
Total outstanding debt	$	4,074,512		100.0	%	$	3,916,054		100.0	%	$	4,346,133		100.0	%	$	4,360,544		100.0	%


~~(1)~~	~~In April 2023, NNN repaid the remaining mortgages payable principal balance of $9,774.~~

Line of Credit Payable. NNN's $1,100,000,000 Credit Facility had a weighted average outstanding balance of ~~$228,576,000~~$116,067,000 and a weighted average interest rate of ~~5.67%~~6.26% during the ~~six months~~quarter ended ~~June 30, 2023. In December 2022, NNN entered into an amendment to the~~March 31, 2024. The Credit Facility ~~to change the~~has a base interest rate ~~from LIBOR to~~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 June 2025, unless the Company exercises its options to extend maturity to June 2026. 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 ~~June 30, 2023, $332,500,000~~March 31, 2024, there was $116,200,000 outstanding and ~~$767,500,000~~$983,800,000 was available for future borrowings under the Credit Facility, and NNN was in compliance with each of the financial covenants.

Universal Shelf Registration Statement. In August ~~2020,~~2023, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which ~~was~~became automatically effective ~~and~~("Universal Shelf"). The Universal Shelf permits the issuance by NNN of an indeterminate amount of debt and equity ~~securities. Information related to NNN's publicly held debt~~securities, including preferred stock, depositary shares, common stock, stock purchase contracts, rights, warrants and ~~equity securities is included in NNN's 2022 Annual Report.~~units.

2726

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

Notes

Issue Date

Principal

Discount(1)

Net
Price

Stated
Rate

Effective
Rate(2)

Maturity Date
2024(3)

May 2014

$
350,000

$
707

$
349,293

3.900%

3.924%

June 2024(4)
2025(3)

October 2015

400,000

964

399,036

4.000%

4.029%

November 2025(4)
2026(3)

December 2016

350,000

3,860

346,140

3.600%

3.733%

December 2026(4)
2027(3)

September 2017

400,000

1,628

398,372

3.500%

3.548%

October 2027(4)
2028(3)

September 2018

400,000

2,848

397,152

4.300%

4.388%

October 2028
2030(3)

March 2020

400,000

1,288

398,712

2.500%

2.536%

April 2030
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(3)

September 2021

450,000

10,422

439,578

3.000%

3.118%

April 2052


Notes(1)	Issue Date	Principal		Discount(2)		Net Price		Stated Rate	Effective Rate(3)	Maturity Date
2024(4)	May 2014	$	350,000	$	707	$	349,293	3.900%	3.924%	June 2024(5)(6)
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
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.
~~(1)~~(2)	The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest method.
~~(2)~~(3)	Includes the effects of the discount at issuance.
~~(3)~~(4)	NNN entered into forward starting swaps which ~~were hedging~~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. ~~Additional disclosure is included in Note 6 – Notes Payable and Derivatives.~~
~~(4)~~(5)	The aggregate principal balance of the unsecured note maturities for the next five years is ~~$1,500,000.~~$1,900,000.
(6)	NNN may use proceeds from the Credit Facility and/or potential debt or equity offerings to repay the outstanding debt.

Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured debt of NNN. ~~Each~~NNN may redeem each series of ~~the~~ notes, ~~is redeemable at the option of NNN,~~ in whole or in part, at aany time prior to the par call date for the notes at the redemption price ~~equal to the sum of (i) the principal amount of the notes being redeemed plus all accrued and unpaid interest thereon through the redemption date and (ii) the make-whole amount, if any,~~ as ~~defined~~set forth in the applicable supplemental indenture relating to the ~~notes.~~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 ~~$38,145,000~~$42,595,000 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~~NNN's notes have been issued, NNN is required to meet certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios and (ii) certain interest coverage. At ~~June 30, 2023,~~March 31, 2024, NNN was in compliance with those covenants.

2827

Equity Securities

At-The-Market Offerings. ~~Under NNN's shelf registration statement,~~ NNN has established an ATM ~~equity program~~ which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ~~ATM program:~~ATM:


		~~2020 ATM~~
~~Established date~~		~~August 2020~~
~~Termination date~~		~~August 2023~~
~~Total allowable shares~~		~~17,500,000~~
~~Total shares issued as of June 30, 2023~~		~~7,722,511~~


	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 March 31, 2024	500,000	7,722,511

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


	Six Months Ended June 30,				Quarter Ended March 31,
	2023		2022		2024		2023
Shares of common stock		650,135		717,473		500,000		349,809
Average price per share (net)	$	43.98	$	43.23	$	41.61	$	45.95
Net proceeds	$	28,592	$	31,018	$	20,806	$	16,074
Stock issuance costs(1)	$	558	$	575	$	119	$	294


(1)	Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.

Dividend Reinvestment and Stock Purchase Plan. In February ~~2021,~~2024, NNN filed a shelf registration statement for its DRIP with the Commission that was automatically effective, ~~with the Commission for its DRIP, which~~and permits NNN to issue up to ~~6,000,000~~4,000,000 shares of common stock. ~~NNN’s~~NNN's DRIP provides an economical and convenient way for current stockholders and other interested new investors to invest in ~~NNN’s~~NNN's common stock. The following outlines the common stock issuances pursuant to ~~NNN’s~~NNN's DRIP (dollars in thousands):


	Six Months Ended June 30,				Quarter Ended March 31,
	2023		2022		2024		2023
Shares of common stock		35,922		34,396		19,494		17,760
Net proceeds	$	1,615	$	1,456	$	709	$	822

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~~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~~NNN's consolidated financial statements. A summary of ~~NNN’s~~NNN's critical accounting estimates is included in ~~NNN’s 2022~~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.

2928

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~~NNN's Property acquisitions and development activities, as well as for general corporate purposes. ~~NNN’s~~NNN's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to reduce overall borrowing costs. To achieve its objectives, NNN borrows at both fixed and variable rates on its long-term debt and periodically uses derivatives to hedge the interest rate risk of future borrowings. As of ~~June 30, 2023,~~March 31, 2024, NNN had no outstanding derivatives.

As of ~~June 30, 2023,~~March 31, 2024, NNN's variable rate Credit Facility had ~~$332,500,000~~$116,200,000 outstanding and a weighted average outstanding balance of ~~$228,576,000~~$116,067,000 with a weighted average interest rate of ~~5.67%~~6.26% for the quarter ended March 31, 2024 compared to a weighted average outstanding balance of ~~$9,028,000~~$182,350,000 with a weighted average interest rate of ~~2.04%~~5.35% for the same period in ~~2022.~~2023.

The information in the table below summarizes ~~NNN’s~~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 ~~June 30, 2023.~~March 31, 2024. The table incorporates only those debt obligations that existed as of ~~June 30, 2023,~~March 31, 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~~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~~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 ~~approximately~~less than one percent for the ~~six months~~quarter ended ~~June 30, 2023.~~March 31, 2024.


Debt Obligations (dollars in thousands)
Debt Obligations(1) (dollars in thousands)												Debt Obligations(1) (dollars in thousands)
	Variable Rate Debt					Fixed Rate Debt							Variable Rate Debt					Fixed Rate Debt
	Credit Facility					Unsecured Debt(1)							Credit Facility					Unsecured Debt(2)
	Debt Obligation		Weighted Average Interest Rate			Principal Debt Obligation		Effective Interest Rate					Debt Obligation		Weighted Average Interest Rate			Principal Debt Obligation		Effective Interest Rate
2023	$	—		—		$	—		—
2024		—		—			350,000		3.92	%			$	—		—		$	350,000		3.92	%
2025		332,500		5.67	%		400,000		4.03	%				116,200		6.26	%		400,000		4.03	%
2026		—		—			350,000		3.73	%				—		—			350,000		3.73	%
2027		—		—			400,000		3.55	%				—		—			400,000		3.55	%
2028														—		—			400,000		4.39	%
Thereafter		—		—			2,300,000		3.58	%	(2)			—		—			2,400,000		3.92	%	(3)
Total	$	332,500		5.67	%	$	3,800,000		3.67	%			$	116,200		6.26	%	$	4,300,000		3.93	%
Fair Value:
June 30, 2023	$	332,500				$	3,135,564
December 31, 2022	$	166,200				$	3,140,774
March 31, 2024													$	116,200				$	3,762,576
December 31, 2023													$	132,000				$	3,801,367


(1)	NNN's unsecured debt obligations have a weighted average interest rate of 4.0% and a weighted average maturity of 11.8 years.
(2)	Includes ~~NNN’s~~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.
~~(2)~~(3)	Weighted average effective interest rate for ~~periods~~years after ~~2027.~~2028.

3029

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 ~~June 30, 2023,~~March 31, 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.

3130

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, ~~2022.~~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. Not applicable.

Item 6. Exhibits

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


3.10.	~~Articles of Incorporation and By-laws~~Material Contracts

		~~3.1~~10.1	~~First~~Third Amended and Restated ~~Articles~~Credit Agreement, dated as of ~~Incorporation of~~April 16, 2024, by and among the Registrant, Wells Fargo Bank, National Association, as ~~amended through~~ the ~~Second Amendment, dated May 1, 2023~~Administrative Agent, and a syndicate of lenders named therein (filed ~~herewith)~~on April 17, 2024 as Exhibit 10.1 to the Registrant's Current Report on Form 8-K).

		~~3.2~~	~~Third Amended and Restated Bylaws of the Registrant, as amended through the Fifth Amendment to Bylaws, dated May 1, 2023 (filed herewith).~~
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 ~~NNN REIT, Inc.~~the Registrant's Quarterly Report on Form 10-Q for the period ended ~~June 30, 2023,~~March 31, 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 ~~(iv)~~(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 21ndst day of ~~August, 2023.~~May, 2024.


NNN REIT, INC.

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

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


	Gain (Loss) on Cash Flow Hedges(1)
Beginning balance, December 31, 2022	$	(12,582	)
Reclassifications from accumulated other comprehensive income to net earnings		1,223		(2)
Ending balance, June 30, 2023	$	(11,359	)


As a percentage of total revenues:
General and administrative	5.3%	5.1%	5.7%	5.5%
Real estate	3.4%	3.2%	3.4%	3.5%


Notes	Issue Date	Principal		Discount(1)		Net Price		Stated Rate	Effective Rate(2)	Maturity Date
2024(3)	May 2014	$	350,000	$	707	$	349,293	3.900%	3.924%	June 2024(4)
2025(3)	October 2015		400,000		964		399,036	4.000%	4.029%	November 2025(4)
2026(3)	December 2016		350,000		3,860		346,140	3.600%	3.733%	December 2026(4)
2027(3)	September 2017		400,000		1,628		398,372	3.500%	3.548%	October 2027(4)
2028(3)	September 2018		400,000		2,848		397,152	4.300%	4.388%	October 2028
2030(3)	March 2020		400,000		1,288		398,712	2.500%	2.536%	April 2030
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(3)	September 2021		450,000		10,422		439,578	3.000%	3.118%	April 2052