National Retail Properties Annual Report 2024

FY2024 Annual Report · National Retail Properties

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N A V I G A T I N G
A L L M A R K E T
C O N D I T I O N S
ANNUAL REPORT | 2024

2024
H I G H L I G H T S
$565.4 million in property investments including
75 properties at an initial cap rate of 7.7%
Maintained 98.5% occupancy
Achieved 30-year average
annual total return of 11.1%
Ended the year with
$0 outstanding on our
$1.2 billion
line of credit

LETTER TO SHAREHOLDERS | 3
CORPORATE SUSTAINABILITY | 18
OFFICERS AND DIRECTORS | 20
SHAREHOLDER INFORMATION | INSIDE BACK COVER
TABLE OF CONTENTS
VALUE OF $1,000 INVESTMENT
(As of December 31, 2024)
* NNN is a member of this index
5 YEARS
10 YEARS
15 YEARS
20 YEARS
25 YEARS
30 YEARS
NNN REIT, Inc. (NNN)
$
985
$
1,654
$
4,015
$
5,824
$ 18,918
$
23,647
Indices
* NAREIT Equity REIT Index (FNERTR)
$
1,175
$
1,761
$
3,843
$
3,913
$ 10,543
$
15,557
* Morgan Stanley REIT Index (RMS G)
$
1,234
$
1,734
$
3,806
$
3,848
$
10,259
n/a
S&P 500 Index (SPX)
$
1,967
$
3,416
$
7,008
$
7,156
$
6,374
$
20,047
* S&P 400 Index (MID)
$
1,632
$
2,512
$
5,393
$
6,335
$
9,982
$
28,093
TOTAL SHAREHOLDER RETURN COMPARISON
(NNN = $40.85 at December 31, 2024)
5 YEARS
10 YEARS
15 YEARS
20 YEARS
25 YEARS
30 YEARS
NNN REIT, Inc. (NNN)
-0.3%
5.2%
9.7%
9.2%
12.5%
11.1%
Indices
* NAREIT Equity REIT Index (FNERTR)
3.3%
5.8%
9.4%
7.1%
9.9%
9.6%
* Morgan Stanley REIT Index (RMS G)
4.3%
5.7%
9.3%
7.0%
9.8%
n/a
S&P 500 Index (SPX)
14.5%
13.1%
13.9%
10.3%
7.7%
10.5%
* S&P 400 Index (MID)
10.3%
9.7%
11.9%
9.7%
9.6%
11.8%
* NNN is a member of this index
1

NNN’S STRATEGY RESULTS IN HIGHER OCCUPANCY,
LESS VOLATILITY
NNN
REIT Industry (Excluding Hotels & Healthcare)
Our 25-year average occupancy rate is 98.3%
Source: S&P Capital IQ
*REIT Industry Average as of Q3 2024
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
NNN 98.3%
Average
100%
95%
90%
85%
91.4%*
91.1%
91.0%
90.1%
87.1%
93.7%
93.6%
93.0%
93.5%
93.5%
92.8%
92.0%
90.5%
90.1%
90.8%
90.7%
92.0%
92.7%
93.3%
93.5%
92.5%
99.5%
99.4%
97.4%
99.0%
98.5%
99.0%
98.2%
96.7%
96.9%
99.1%
99.1%
99.2%
96.4%
98.6%
98.2% 98.3%
98.2%
98.3%
97.4% 97.9%
98.5%
2

Dear Fellow Shareholders,
I am pleased to report that despite facing some disruptions in the latter part of the year, our company performed in
line with our expectations for 2024. Our portfolio, built to withstand all market conditions, has once again proven
resilient. The dedication and expertise of our best-in-class real estate professionals have positioned our assets well
for the future. While market fluctuations have affected short-term performance, our long-term strategy remains
firmly on track.
RESILIENT PERFORMANCE IN A DYNAMIC MARKET
NNN, like most companies, performs better in a stable, rational market. However, our team’s ability to adapt
and execute in less predictable environments is one of the reasons we remain one of the few net lease
companies that has withstood the test of time. The disruption late in the year had an impact on the
near-term share price but didn’t impact the rest of our operation. The leasing team was working
on resolving those situations while the rest of the company, including the acquisitions team, was
operating with business as usual. Our strategic positioning and diversified portfolio have allowed
us to weather these types of short-term challenges with confidence.
I am particularly proud of what we accomplished in 2024, including these key achievements:
◆ Increasing our annual dividend for the 35th consecutive year: This milestone
underscores our commitment to delivering reliable, growing income to our shareholders,
even in challenging times. Our track record of consistently raising dividends reflects our
disciplined approach to deploying capital with shareholders in mind.
◆ Maintaining a sector-leading weighted average debt maturity: Our approach to
managing debt continues to set us apart in the industry. By maintaining a favorable
debt maturity profile, we have positioned ourselves for financial flexibility, even
in uncertain economic conditions, as we move forward. Our balance sheet is one
of our best assets and offers NNN tremendous flexibility.
◆ Strategically positioning our executive team for the future: We have prioritized succession planning.
As we look ahead, we’ve made strategic investments in our leadership team to ensure that we are
well‑equipped to navigate the evolving market landscape. Our executive team’s expertise is one of
the cornerstones of our continued success and long-term growth.
OUR CORE PHILOSOPHY: CONSISTENCY AND DISCIPLINE
Despite maintaining a light equity capital market footprint in 2024, our core philosophy remained unchanged.
At its essence, our strategy focuses on delivering long-term value with below-average risk for our shareholders.
This disciplined approach allows us to consistently execute our multi-year strategy, while keeping a keen focus
on the following goals:
◆ Growing FFO per share: Our growth trajectory is focused on driving steady increases in Funds from
Operations per share, reflecting the strength of our portfolio and our continued ability to generate value.
◆ Executing our bottom-up investment approach: We continue to pursue high-quality acquisitions that
meet our strict investment criter ia, contributing to the long-term stability and growth of our portfolio.
◆ Increasing the annual dividend while maintaining a top-tier payout ratio: We remain committed
to increasing the annual dividend and ensuring that our payout ratio remains competitive and sustainable
over time.
This approach underpins our acquisition and disposition strategy, as well as our balance sheet management,
ensuring we remain on track to achieve our long-term objectives and deliver stable returns to our investors.
3

WELL-LADDERED DEBT MATURITIES
Weighted average debt maturity of 12.1 years as of December 31, 2024
NNN REIT:
Solid, Seaworthy, and
Built for the Long Haul
2048
2050
2051
2052
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
$500M
$450M
$400M
$350M
$300M
$250M
$200M
$150M
$100M
$ 50M
$ 0M
4.0%
3.6%
3.5%
2.5%
4.3%
5.5%
5.6%
4.8%
3.1%
3.5%
3.0%
Why We Love Sale‑Leasebacks
The Sale-Leaseback process, in which we buy an existing building and the land from a retail
operator and they immediately lease it back from us, has long been one of the foundational
strategies for NNN. This allows a retailer to monetize the value of their existing real estate while
maintaining operational control of the property as if they still own it because they are signing a
long‑term triple-net lease. It sets up a win-win scenario because they are paying ongoing maintenance
and repairs, utilities, real estate taxes and assessments, and property and liability insurance.
We love it because there is a level of self-selection to the process. These retail operating companies are
locking into leases for more than 15 years. They do not want to lock in underperforming stores for that
length of lease. Plus, they know the properties because they have already been operating in the space.
So they typically self-select strong properties to lock in for that long lease length.
This is one reason why we have an 83% lease renewal rate on average historically.
4

LESSONS REINFORCED
Throughout 2024, we have learned valuable lessons that will continue to guide our strategy moving forward.
◆ We have reinforced the importance of real estate fundamentals, especially when credit conditions turn
unfavorable. The phrase “keeping rent low” is seldom heard from landlords, but ensuring rents are at
or below market rates is essential for generating quality, sustainable earnings over time.
◆ While being a relationship-focused landlord is important to NNN, the year reinforced not to mistake
“relationship-focused” with waiving rent payments – which is usually not in the best interest of
long‑term value creation.
◆ Lastly, we have seen firsthand that having a best-in-class workforce is critical in navigating challenging
market conditions so NNN will continue to develop and retain its talents in the company.
These insights will continue to shape our approach as we drive long-term growth and value for our shareholders.
LOOKING FORWARD TO 2025 AND BEYOND
As we enter 2025, I remain optimistic about the future. This past year, we completed
a “line change” in the executive suite, and while we will miss the steady hand of
our previous leadership team, I am excited to see what our new team can achieve.
Rest assured, I will continue to stress the importance of fundamentals and will not
be swayed by transient market fads. We expect continued market volatility in the
near term, but with our battle-tested portfolio, disciplined capital allocation, and
best‑in‑class management team, we are well-positioned to navigate whatever
challenges come our way. Our commitment to growth, maintaining a strong balance
sheet, and delivering long‑term value to our shareholders remains unwavering.
In closing, I would like to express my gratitude for your continued support and
confidence in NNN. Together, we have built a solid foundation for long-term success,
and I look forward to sharing more positive results with you in the years ahead.
Sincerely,
Stephen A. Horn, Jr.
STEPHEN A. HORN, JR.
President and
Chief Executive Officer
5

Our stable balance sheet creates
the stability for NNN to ride out
changing conditions in the face
of adversity
Our weighted average debt maturity is 12.1 years
6

Common Equity
59.5% | $6,430.5 Million
Unsecured Debt
40.5% | $4,373.8 Million
CONSERVATIVE BALANCE SHEET MANAGEMENT
As of December 31, 2024 – based on total gross book assets
KEVIN B. HABICHT
Executive Vice President
and Chief Financial Officer
Thank you, Kevin
After 32 years of dedicated service, including four CEOs and over $5 billion of
cash dividends paid, Kevin Habicht is retiring as our Executive Vice President
and Chief Financial Officer. Kevin’s commitment to excellence set the basis of
the fabric of NNN. His work ethic, leadership and passion for doing the right
thing has consistently been front and center. He is leaving an indelible mark
that is woven deeply into the very DNA of our company.
He has not only been a leading contributor to our success, but has shaped the
values of the culture that will continue to guide us long after his departure.
His legacy is not just in the work completed, but in the principles and standards
he has instilled to those who had the privilege to work alongside him through
every success, challenge and new opportunity.
On behalf of all NNN associates past and present, as well as our directors and
the many bankers, analysts and others in the investment community, we want
to express our heartfelt gratitude and appreciation. And as he moves forward
to the next chapter in his life, we wish him the very best.
Thank you Kevin.
Stephen A. Horn, Jr.
7

LEASE EXPIRATIONS (As a percentage of annualized base rent as of December 31, 2024)
Weighted average remaining lease term of 9.9 years
Only 7.4% of leases expire through 2026
Our 30-year average annual total return is 11.1%
60%
50%
40%
30%
20%
10%
0%
2025
2026
2027
2028
2029
2030
2031
2032
2033
Thereafter
9

Only 7.4% of our leases expire through the end of 2026
10

WILL MIMS
Vice President, Real Estate Underwriting
“NNN takes a holistic approach when reviewing new property acquisition
targets by looking at the real estate’s characteristics, store-level
performance and the tenant’s credit worthiness. Our goal in the
underwriting and due diligence department is to identify any risks,
find solutions to mitigate those risks and confirm the deal meets NNN’s
financial and operational goals. Our underwriting process helps ensure
we do our best to make a good, long-term acquisition that is beneficial
to our shareholders.”
What Happens When a Store
Goes Vacant
We find value in timely and speedy resolutions and want to avoid downtime because the cost of property
expenses reverts to us when a tenant vacates a space. When one of our properties becomes vacant,
we evaluate the net present value of the alternatives for the property. That internal evaluation – which includes
a review of local market data and the potential value of an alternate re-use of the space – typically results in
one of three outcomes: re-lease the property; redevelop the property; or sell the property. Whichever outcome
produces the best return for NNN shareholders will dictate our action.
When re-tenanting a space, we pay minimal tenant improvement expenses, letting the new tenant take on that
responsibility. For them, the result is control over the changes being made. We like it because it allows us to keep
our total investment in the property lower and keeps our rent closer to market rent. We believe that if we buy
the property up front at a reasonable price and then are able to keep our rent closer to market rent, then we will
be in a good position and increase the likelihood of re-tenanting success should a tenant ever leave the space.
This has led us to a strong historical average rent recovery of approximately 70 percent of prior rent.
11

Our average remaining lease term is 10 years
12

22 YEARS AVERAGE TENURE OF SENIOR LEADERSHIP
41% < 5 YEARS
16% 5-10 YEARS
43% > 10 YEARS
Average tenure of an NNN employee is 11 years
Great People in a Supportive Culture
JESSICA BUSH
Human Resources Manager
“Our company culture is centered on prioritizing professional development,
employee well-being, and building a dynamic and engaging workplace.
We recently launched LinkedIn Learning as our new learning and
development platform to enhance our associates’ growth. It offers
thousands of expert-led courses covering a wide range of technical,
business, and creative topics and empowers our associates to sharpen
their existing skills and explore new areas of professional growth.
This is just one of many reasons why our company has such a strong
associate retention rate.”
13

DANIILA DIDENKO
Senior Property Collections Accountant
“Mastering the art of rent collections isn’t just about technique – it’s about
building trust, communication and a system that works for both us and
our tenants. It starts by selecting the right tenant – which is more than
simply filling an empty space. It is ensuring both punctual rent payment
and proper care of our property. Timely rent payments play a pivotal
role in the landlord-tenant relationship. To ensure this rhythm remains
uninterrupted, we use a variety of strategies, such as allowing tenants
to set up automatic monthly transfers, establishing an open-door policy
where tenants feel comfortable discussing potential delays.”
14

NATIONWIDE REACH
(As a percentage of annualized base rent as of December 31, 2024)
3,568
Properties
385+
Tenants
37+ Lines of Trades
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
3,750
3,500
3,250
3,000
2,750
2,500
2,250
2,000
1,750
1,500
1,250
1,000
750
3,411
3,568
3,532
2,969
3,118
2,764
2,535
2,257
2,054
1,860
1,622
1,422
3,223
3,143
PORTFOLIO GROWTH
(Number of properties owned as of December 31 for each respective year)
SOUTHEAST
994 Properties
25.5%
SOUTH
851 Properties
24.7%
NORTHEAST
431 Properties
14.2%
MIDWEST
946 Properties
23.9%
ROCKY MOUNTAIN
216 Properties
7.1%
WEST
130 Properties
4.6%
Top Five States
by Number of Properties
Texas
575
Florida
276
Ohio
193
Georgia
175
Illinois
167
15

1990
1995
2000
2005
2010
2015
2020
2024
$2.30
$2.20
$2.10
$2.00
$1.90
$1.80
$1.70
$1.60
$1.50
$1.40
$1.30
$1.20
$1.10
$1.00
35 CONSECUTIVE ANNUAL DIVIDEND INCREASES
Third longest track record of all REITs
Our 25- and 30-year average annual total returns have outperformed the major REIT indices
16

We ended the year with the full capacity of our $1.2 billion credit line available
17

Corporate Sustainability
We are dedicated to ensuring success for our stockholders, creating an engaging working environment
for our associates, enhancing our community and conserving environmental resources. We conduct
our business in accordance with the highest ethical standards and strive to maintain top tier corporate
governance practices. Upholding such standards is critical to our long-term success.
In 2022 we created a Corporate Sustainability Team which reports directly to the Executive
Vice President, General Counsel and Secretary, with oversight by the Governance and Nominating
Committee of the Board of Directors. The Corporate Sustainability Team, led by the Corporate
Sustainability Manager, is comprised of associates from a broad spectrum of seniority levels
and departments of the Company. The team has both internal and external projects, including,
but not limited to, engaging with our tenants on environmental data collection and property
level sustainability, creating the annual sustainability report, and regularly engaging with raters
and rankers.
Below: The first LEED certified convenience store in the U.S., in Gainesville, Florida.
18

2024 Corporate Sustainability Highlights:
◆ Implemented a sustainability data management system to improve our energy, water
and emissions reporting capabilities
◆ Instituted a hybrid work policy providing flexibility as a result of feedback from our
Associate Engagement Survey
◆ Continued carbon offsets purchasing program to account for estimated scope 1 and 2
emissions from our corporate headquarters and vacant properties within our control
◆ Utilized improved technological tools for peer comparison, framework/compliance
analysis and corporate sustainability program planning
◆ Named CREW Orlando 2024 Company of the Year (Commercial Real Estate Women)
◆ Included on Newsweek’s America’s Most Responsible Companies list
NNN REIT celebrated the
30th anniversary of its
listing on the New York Stock
Exchange on January 7, 2024.
The milestone was
commemorated by the NNN
board and a group of executives
ringing the Closing Bell©.
Image courtesy of NYSE Group. NYSE does not
recommend or endorse any investments, investment
strategies, companies, products or services.
19

DIRECTORS
2024 Officers and Directors
1 Member, Audit Committee
2 Member, Governance and
Nominating Committee
3 Member, Compensation
Committee
EXECUTIVE OFFICERS
STEPHEN A. HORN, JR.
President &
Chief Executive Officer
MICHELLE L. MILLER
Executive Vice President,
Chief Accounting
& Technology Officer
KEVIN B. HABICHT
Executive Vice President
& Chief Financial Officer
GINA M. STEFFENS
Executive Vice President,
General Counsel & Secretary
JONATHAN A. ADAMO
Executive Vice President,
Portfolio Operations
STEVEN D. COSLER
Chairperson
Operating Partner
Water Street Healthcare
Partners
PAMELA K. M. BEALL 1, 2
Retired Executive
Vice President
& Chief Financial Officer
Marathon Petroleum
Corporation
DAVID M. FICK 1, 3
Former Adjunct Professor
Johns Hopkins University
Carey Business School; and,
President
Nandua Oyster Company
EDWARD J. FRITSCH 2, 3
Retired President
& Chief Executive Officer
Highwoods Properties, Inc.
BETSY D. HOLDEN 1, 3
Retired Senior Advisor
McKinsey & Company; and,
Retired Co-CEO
Kraft Foods, Inc.
KAMAU O.
WITHERSPOON 1, 2
Chief Executive Officer
Shipt
STEPHEN A. HORN, JR.
President &
Chief Executive Officer
NNN REIT, Inc.
ELIZABETH CASTRO
GULACSY 1
Former Chief Financial Officer
& Treasurer
SeaWorld Entertainment, Inc.
KEVIN B. HABICHT
Executive Vice President
& Chief Financial Officer,
NNN REIT, Inc.
20

COMMENTS/REQUEST INFORMATION
Your feedback is important to us. If you have a comment or
question, or would like to receive additional information,
please fill out, detach and return this card.
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State
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Dividend Reinvestment and/or Direct Stock Purchase
Investor kit
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PLEASE SEND ME INFORMATION ON:
All of this information is also available on our website at www.nnnreit.com.
COMMENT/QUESTION:
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Address
email

STEPHEN A HORN, JR
NNN REIT INC
450 S ORANGE AVE STE 900
ORLANDO FL 32801-9803
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IN THE
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POSTAGE WILL BE PAID BY ADDRESSEE

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the fiscal year ended December 31, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
.
Commission file number 001-11290
NNN REIT, INC.
(Exact name of registrant as specified in its charter)
Maryland
56-1431377
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
450 South Orange Avenue, Suite 900
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (407) 265-7348
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Trading Symbol(s):
Name of exchange on which registered:
Common Stock, $0.01 par value
NNN
New York Stock Exchange
Securities registered pursuant to section 12(g) of the Act:
None
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ☐ No ☒
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 has filed a report on and attestation to its management's assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
At June 30, 2024, the aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was
approximately $7,741,963,000 based upon the last reported sale price on the New York Stock Exchange on June 30, 2024, the last business
day of the registrant's most recently completed second fiscal quarter. For purposes of this disclosure, shares of common stock held by each
executive officer and director have been excluded in that such persons may be deemed to be "affiliates" as that term is defined under the
Rules and Regulations of the Exchange Act. The determination of affiliate status is solely for the purpose of this report and shall not be
construed as an admission for the purposes of determining affiliate status.
The number of shares of common stock outstanding as of January 31, 2025 was 187,553,140.
DOCUMENTS INCORPORATED BY REFERENCE:
Registrant incorporates by reference into Part III (Items 10, 11, 12, 13 and 14) of this Annual Report on Form 10-K portions of NNN REIT,
Inc.'s definitive Proxy Statement for the 2025 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the
“Commission”) pursuant to Regulation 14A.

TABLE OF CONTENTS

PAGE
Part I

Item 1.
Business
2
Item 1A. Risk Factors
9
Item 1B. Unresolved Staff Comments
23
Item 1C. Cybersecurity
23
Item 2.
Properties
24
Item 3.
Legal Proceedings
24
Item 4.
Mine Safety Disclosures
24
Part II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
25
Item 6.
Reserved
27
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
28
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
43
Item 8.
Financial Statements and Supplementary Data
44
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
75
Item 9A. Controls and Procedures
75
Item 9B. Other Information
77
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
77
Part III
Item 10. Directors, Executive Officers and Corporate Governance
77
Item 11. Executive Compensation
77
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
77
Item 13. Certain Relationships and Related Transactions, and Director Independence
78
Item 14. Principal Accountant Fees and Services
78
Part IV
Item 15. Exhibits and Financial Statement Schedules
79
Item 16. Form 10-K Summary
83
Signatures
84

[This page intentionally left blank]

1
PART I
Unless the context otherwise requires, references in this Annual Report on Form 10-K to the terms “registrant” or “NNN” or the
“Company” refer to NNN REIT, Inc., and all of its consolidated subsidiaries. NNN may elect to treat certain of its subsidiaries as
taxable real estate investment trust subsidiaries (“TRS”).
Forward-Looking Statements
Statements contained in this Annual Report on Form 10-K, including the documents that are incorporated by reference, that
are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Also, when NNN uses any of the words “anticipate,”
“assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, NNN is making forward-looking statements.
Although management believes that the expectations reflected in such forward-looking statements are based upon present
expectations and reasonable assumptions, NNN's actual results could differ materially from those set forth in the forward-
looking statements. Further, forward-looking statements speak only as of the date they are made, and NNN undertakes no
obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated
events or changes to future operating results over time, unless required by law. NNN describes risks and uncertainties that
could cause actual results and events to differ materially in "Item 1A. Risk Factors," "Item 7A. Quantitative and Qualitative
Disclosures About Market Risk,” and "Item 7. Management's Discussion and Analysis of Financial Conditions and Results of
Operations” of this Annual Report on Form 10-K.

2
Item 1. Business
The Company
NNN, a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. NNN's assets are
primarily real estate assets. NNN's consolidated financial statements are included in "Item 8. Financial Statements and
Supplementary Data" of this Annual Report on Form 10-K.
The common shares of NNN REIT, Inc. are traded on the New York Stock Exchange (the "NYSE") under the ticker symbol
"NNN."
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"). NNN owned 3,568
Properties with an aggregate gross leasable area of approximately 36,557,000 square feet, located in 49 states, with a
weighted average remaining lease term of 10 years as of December 31, 2024. Approximately 98 percent of the Properties
were leased as of December 31, 2024.
Competition
NNN faces active competition from many sources, both domestically and internationally, for net-lease investment
opportunities in commercial real estate. Competitors may be willing to accept rates of return, prices, lease terms, other
transaction terms, or levels of risk that NNN finds unacceptable.
Qualification as a REIT
NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as
amended (the "Code"), and related regulations and intends to continue to operate so as to remain qualified as a REIT for
federal income tax purposes. NNN generally will not be subject to federal income taxes on taxable income it distributes to
stockholders, provided it meets certain other requirements for qualifying as a REIT. If NNN fails to qualify as a REIT in any
taxable year, it will be subject to federal income tax on its taxable income at regular corporate rates and will not be permitted
to qualify for treatment as a REIT for federal income tax purposes for the four years following the year during which
qualification is lost. Such an event could materially adversely affect NNN's income and ability to pay dividends. NNN believes
it has been structured as, and its past and present operations qualify NNN as, a REIT.
Business Strategies and Policies
The following is a discussion of NNN's operating strategy and certain of its investment, financing and other policies. These
strategies and policies have been set by management and the Board of Directors and, in general, may be amended or revised
from time to time by management and the Board of Directors without a vote of NNN's stockholders.
Operating Strategies
NNN's strategy is to invest primarily in retail real estate that is typically well located within each local market for its tenants'
retail lines of trade. Management believes that these types of properties, generally leased pursuant to triple-net leases,
provide attractive opportunities for stable current returns and the potential for increased returns and capital appreciation.
Triple-net leases typically require the tenant to pay all utilities and real estate taxes and assessments, to maintain the interior
and exterior of the property, and to carry property and liability insurance coverage. Initial lease terms are generally 10 to 20
years.

3
NNN holds each Property until it determines that the sale of such Property is advantageous in view of NNN's investment
objectives. In deciding whether to sell a Property, factors NNN may consider include, but are not limited to, potential capital
appreciation, net cash flow, tenant credit quality, tenant's line of trade, tenant's lease renewal probability, the composition of
the Property Portfolio, market lease rates, local market conditions, future uses of the Property, potential use of sale proceeds
and federal income tax considerations.
NNN's management team focuses on certain key indicators to evaluate the financial condition and operating performance of
NNN. Key indicators include items such as: the composition of the Property Portfolio (such as tenant, line of trade and
geographic diversification), the occupancy rate of the Property Portfolio, certain financial performance metrics and
profitability measures, industry trends and industry performance compared to that of NNN.
NNN evaluates the creditworthiness of its significant current and prospective tenants. This evaluation may include reviewing
available financial statements, store level financial performance, press releases, public credit ratings from major credit rating
agencies, industry news publications and financial market data (debt and equity pricing). NNN may also evaluate the business
and operations of its significant tenants, including past payment history and periodically meeting with senior management of
certain tenants.
The operating strategies employed by NNN have allowed NNN to increase the annual dividend (paid quarterly) per common
share for 35 consecutive years. NNN has the third longest record of consecutive annual dividend increases of all publicly
traded REITs.
Investment in Real Estate or Interests in Real Estate
NNN's management believes that single-tenant, freestanding net lease retail properties will continue to provide attractive
investment opportunities and that NNN is well suited to take advantage of these opportunities because of its experience in
accessing capital markets, and its ability to source, underwrite and acquire such properties.
In evaluating a particular acquisition, management may consider a variety of factors, including but not limited to:
•
the location, visibility, accessibility, zoning and use restrictions of the property,
•
the geographic area and demographic characteristics of the community,
•
the local real estate market conditions, including potential for growth, redevelopment, market rents and existing or
potential competing properties or retailers,
•
the title status of the property,
•
the quality of construction and design of the improvements on the property and the current physical condition of the
property, including the size and age of the improvements on the property,
•
the potential for, and current extent of, any environmental issues on or around the property,
•
the environmental sustainability related factors pertaining to the property,
•
the purchase price,
•
the non-financial lease terms of the proposed acquisition,
•
the availability of funds or other consideration for the proposed acquisition and the cost thereof,
•
the compatibility of the property with NNN's existing Property Portfolio,
•
the property-level operating history,
•
the financial and other characteristics of the existing tenant,
•
the tenant's business plan, operating history and management team,
•
the tenant's industry,
•
the terms of any lease, including the rent to be paid by the tenant,
•
any existing debt encumbering the property which may be assumed in connection with acquiring or refinancing
these investments, and
•
the merits relative to other opportunities.

4
NNN intends to engage in future investment activities in a manner that is consistent with the maintenance of its status as a
REIT for federal income tax purposes. Additionally, NNN does not intend to engage in activities that will make NNN an
investment company under the Investment Company Act of 1940, as amended.
Investments in Real Estate Mortgages and Securities of or Interests in Entities Engaged in Real Estate Activities
While NNN's primary business objectives emphasize retail properties, NNN may invest in (i) a wide variety of property and
tenant types, (ii) leases, mortgages and other types of real estate interests, (iii) loans secured by personal property, (iv) loans
secured by partnership or membership interests in partnerships or limited liability companies, respectively, or (v) securities of
other REITs, or other issuers, including for the purpose of exercising control over such entities.
Financing Strategy
NNN's financing objective is to manage its capital structure effectively in order to provide sufficient capital to execute its
operating and investing strategies while servicing its debt requirements, maintaining its investment grade credit ratings,
staggering debt maturities and providing value to NNN's stockholders. NNN's capital resources have and will continue to
include, if available, (i) proceeds from issuing debt or equity in the capital markets; (ii) secured or unsecured borrowings from
banks or other lenders; (iii) proceeds from the sale of Properties; and (iv) to a lesser extent, by internally generated funds as
well as undistributed funds from operations. However, there can be no assurance that additional financing or capital will be
available, or that the terms will be acceptable or advantageous to NNN.
NNN typically expects to fund both its short-term and long-term liquidity requirements, including investments in additional
properties, with cash and cash equivalents, cash provided from operations, borrowings from its unsecured revolving credit
facility ("Credit Facility"), or proceeds from the sale of Properties. As of December 31, 2024, NNN had $9,062,000 of cash,
cash equivalents and restricted cash or cash held in escrow and $1,200,000,000 was available for future borrowings under the
Credit Facility. NNN may also fund liquidity requirements with new debt or equity issuances, although newly issued debt may
be at higher interest rates than the rates on NNN's existing outstanding debt. NNN also 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.
As of December 31, 2024, NNN's ratio of total debt, none of which was secured debt, to total gross assets (before
accumulated depreciation and amortization) was approximately 40 percent. The ratio of total debt to total market
capitalization was approximately 37 percent. Certain financial agreements, to which NNN is a party, contain covenants that
limit NNN's ability to incur additional debt under certain circumstances. The organizational documents of NNN do not limit
the absolute amount or percentage of debt that NNN may incur.
Strategies and Policy Changes
Any of NNN's strategies or policies described above may be changed at any time by NNN without notice to or a vote of NNN's
stockholders.
Corporate Sustainability Matters
NNN is focused on achieving success for its stockholders, providing a world-class working environment for NNN associates,
enriching the community and preserving environmental resources. NNN operates its business in accordance with the highest
ethical standards and strives to have class-leading corporate governance standards. Holding NNN to such standards is critical
to the long-term success of NNN's stockholders, associates, and community.

5
Corporate Sustainability Team. In 2022, NNN created a Corporate Sustainability Team, which reports directly to the Executive
Vice President, General Counsel and Secretary, with oversight by the Governance and Nominating Committee of the Board of
Directors. The Corporate Sustainability Team, led by the Corporate Sustainability Manager, is comprised of associates from a
broad spectrum of seniority levels and departments of the Company. The team has both internal and external projects,
including, but not limited to engaging with NNN's tenants on environmental data collection and property level sustainability,
creating the annual sustainability report, and regularly engaging with raters and rankers.
Materiality. NNN’s process for assessing materiality includes compiling a range of topics found within global standards,
refined based on best corporate responsibility practices published by the National Association of Real Estate Investment
Trusts (“Nareit”) and on the practices of similar companies identified through a peer benchmarking exercise. The Corporate
Sustainability Team then reviews the resulting categories, topics and definitions to create a Materiality Assessment Survey
which is administered to key stakeholders, including all associates, executive management and the Board of Directors. The
survey results inform company practices, policies, goals and data tracking mechanisms for relevant impacts. Impacts that
occur along NNN’s value chain are also analyzed to understand NNN’s ability to manage or influence others to implement
best corporate responsibility practices within their organizations with the goal of working collectively to mitigate impacts on
the community and environment. The process is periodically revisited and refined to proactively engage key stakeholders and
to keep NNN’s materiality assessment meaningful to stakeholders while monitoring the ever-changing landscape.
Human Capital Development. As of January 31, 2025, the Company employed 83 associates whose hard work and expertise
drive the Company's success. Engrained in NNN's talent philosophy is ensuring associates have access to continuing
professional and personal development opportunities that are meaningful and relevant to them as they engage in all aspects
of NNN's business. Additionally, NNN offers associate mentoring and training programs and formalized talent development
programs at all levels within the Company. The success of NNN's efforts to nurture the growth and development of its
associates is evident in NNN's average tenure, with nearly half of its associates having been with the Company for 10 or more
years. The Company's gender representation has also continued to reflect balance and diversity, with a workforce comprising
57% female and 43% male as of January 31, 2025. More information can also be found in NNN's Human Capital Policy
available on the Company's website at www.nnnreit.com.
Total Rewards, Benefits & Work-Life Balance. NNN focuses on additional benefits for its associates in an effort to ensure
associates are not only well compensated, but also engaged, developed and satisfied with their work-life balance. There are
six key elements to NNN's total rewards system: Compensation, Benefits, Wellness, Work-Life Balance, Professional
Development and Recognition. NNN's programs include, but are not limited to, a 401(k) plan with a company match, flexible
work schedules, college saving plans, an educational assistance program, parental leave and adoption benefits, flexible
spending and health savings accounts, health and wellness events, and access to a state-of-the-art online wellness platform.
Community Service and Partnerships. NNN is committed to expanding educational opportunities, strengthening
neighborhoods, and encouraging volunteer service in the communities where associates live and work. NNN sponsors specific
volunteer days throughout the year at various charities and organizations, including Ronald McDonald House of Central
Florida and Orange County Animal Services. In addition to NNN's donation of time, NNN is also a meaningful benefactor to
numerous charities in the Central Florida community, including the Boys and Girls Clubs of Central Florida and Elevate
Orlando (a teacher mentor program for high-risk urban youth that help young women and men graduate high school with a
plan for the future).
Environmental Practices and Impact. As an owner of a large number of properties throughout the United States, it is
important that NNN be a good steward of the environment. NNN demonstrates its commitment in a variety of ways both at
NNN's headquarters and at NNN's Properties across the country. Many of NNN's tenants have programs that address
environmental stewardship of the Properties they occupy and control.

6
NNN Corporate Headquarters. NNN's corporate headquarters is located in a building that meets the Environmental
Protection Agency's (“EPA”) strict energy performance standards to achieve ENERGY STAR® certification. As stated by the
EPA, on average, ENERGY STAR certified buildings use 35 percent less energy and generate 35 percent fewer greenhouse gas
emissions than typical buildings.
Property Portfolio. NNN's Properties are generally leased to tenants under long-term triple-net leases with initial lease terms
of 10 to 20 years (plus option terms), which gives NNN's tenants exclusive control over the ability to institute energy
conservation and environmental management programs at the Properties. The majority of NNN's tenants are large companies
with sophisticated conservation and sustainability programs designed to conserve environmental resources and limit the
impact of the use of NNN's Properties on the environment through, among other initiatives, the implementation of green
building and lighting standards, emission reduction programs and recycling programs. NNN's leases generally require tenants
to fully comply with all environmental laws, rules and regulations, including any remediation requirements. NNN's risk
management associates actively monitor any environmental conditions on NNN's Properties to ensure that the tenants meet
their obligations to remediate and/or mitigate any open environmental matters. NNN's acquisition process includes obtaining
an environmental assessment from a licensed environmental consultant to understand any environmental risks and liabilities
associated with a Property and to ensure that the tenant will address any environmental issues. NNN also researches and
reviews climate change metrics primarily related to wildfire, water stress and depletion, flooding and sea level rise risks.
Furthermore, NNN maintains a portfolio environmental insurance policy that covers substantially all of NNN's Properties for
certain environmental risks.
Additionally, NNN's form leases contain "green lease clauses" (to require the tenants to report energy usage and emissions),
which NNN encourages tenants to accept during negotiations.
Climate Preparedness. NNN regularly monitors the status of impending natural disasters and the impact of such disasters on
its Property Portfolio. In the substantial majority of leases, NNN's tenants are required to carry full replacement cost coverage
on all improvements located on the Properties. For those Properties located in a nationally designated flood zone, NNN
typically requires the tenants to carry flood insurance pursuant to the federal flood insurance program. For those Properties
located in an area of high earthquake risk, NNN aims to require its tenants carry earthquake insurance above what is
generally covered in an extended coverage policy. In addition, NNN also carries a contingent extended coverage policy on the
Property Portfolio, which provides coverage for certain casualty events, including fire and windstorm. In cases where NNN's
tenants do not provide coverage, or if a Property is vacant, NNN carries the necessary direct insurance coverage.
Property Portfolio
As of December 31, 2024, NNN owned 3,568 Properties in 49 states with an aggregate gross leasable area of approximately
36,557,000 square feet, and a weighted average remaining lease term of 10 years. Approximately 98 percent of total
Properties were leased as of December 31, 2024.
The following table summarizes NNN's Property Portfolio as of December 31, 2024 (in thousands):
Size(1)
Total Dollars Invested(2)
High
Low
Average
High
Low
Average
Land
3,733
5
102
$
10,571
$
5
$
829
Building
313
1
10
45,286
30
2,240
(1)
Approximate square feet.
(2)
Costs vary depending upon size, improvements, local market conditions and other factors.

7
Leases
The following is a summary of the typical structure of the leases in the Property Portfolio, although the specific terms of each
lease can vary significantly. Typically, the Property leases provide for initial terms of 10 to 20 years. As of December 31, 2024,
the weighted average remaining lease term of the Property Portfolio was approximately 10 years. The Properties are
generally leased under triple-net leases, which require the tenant to pay all utilities and real estate taxes and assessments, to
maintain the interior and exterior of the Property, and to carry property and liability insurance coverage. NNN's leases
provide for annual base rental payments (generally payable in monthly installments) ranging from $7,000 to $4,085,000
(average of $245,000), and generally provide for limited increases in rent as a result of increases in the Consumer Price Index
or fixed increases.
Generally, NNN's leases provide the tenant with one or more multi-year renewal options subject to generally the same terms
and conditions provided under the initial lease term. 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. See "Results of Operations – Property
Analysis."
Governmental Regulations Affecting Properties
Property Environmental Considerations
Subject to a determination of the level of risk and potential cost of remediation, NNN may acquire a property with some level
of environmental contamination. Investments in real property create a potential for substantial environmental liability for the
owner of such property from the presence or discharge of hazardous materials on the property or the improper disposal of
hazardous materials emanating from the property, regardless of fault. In order to mitigate exposure to environmental liability,
NNN maintains an environmental insurance policy which provides some environmental liability coverage for substantially all
of its Properties. As a part of its acquisition due diligence process, NNN obtains an environmental site assessment for each
property. In such cases where NNN intends to acquire a property where some level of contamination may exist, NNN
generally requires the seller or tenant to (i) remediate the problem, (ii) indemnify NNN for environmental liabilities, and/or
(iii) agree to other arrangements deemed appropriate by NNN, including, under certain circumstances, the purchase of
environmental insurance to address environmental conditions at the property. NNN may incur costs if the seller or tenant
does not comply with these requirements.
As of January 31, 2025, NNN had 66 Properties currently under some level of environmental remediation and/or monitoring.
In general, the responsible party (which may include the seller, a previous owner, the tenant or an adjacent or former land
owner) is liable for the cost of the environmental remediation for each of these Properties.
Americans with Disabilities Act of 1990 and Similar Local and State Laws
The Properties, as commercial facilities, are required to comply with Title III of the Americans with Disabilities Act of 1990 and
similar state and local laws and regulations (collectively, the "ADA"). NNN's tenants will typically have primary responsibility
for complying with the ADA, but NNN may incur costs if the tenant does not comply. As of January 31, 2025, NNN had not
been notified by any governmental authority of, nor is NNN's management aware of, any non-compliance with the ADA that
NNN's management believes would have a material adverse effect on its business, financial position or results of operations.

8
Other Regulations, Rules and Laws
State and local governmental entities regulate the use of the Properties. NNN's leases generally require each tenant to
undertake primary responsibility for complying with all regulations, rules and laws, but failure to comply could result in fines
by governmental authorities, awards of damages to private litigants, or restrictions on the ability to conduct business on such
Properties.
Additional Information
NNN's corporate headquarters is located at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801, and its telephone
number is (407) 265–7348.
NNN's website can be accessed at www.nnnreit.com. NNN intends to comply with the requirements of Item 5.05 of Form 8-K
regarding amendments to and waivers under the code of business conduct and ethics applicable to its Chief Executive Officer,
Principal Financial Officer and Principal Accounting Officer by providing such information on its website within four days after
effecting any amendment to, or granting any waiver under, that code, and NNN will maintain such information on its website
for at least twelve months. The information contained on NNN's website does not constitute part of this Form 10-K.
On NNN's website you can also obtain, free of charge, a copy of this Annual Report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of
the Exchange Act, as amended, as soon as reasonably practicable, after NNN files such material electronically with, or
furnishes it to, the Securities and Exchange Commission ("Commission" or "SEC"). The public may read and obtain a copy of
any materials NNN files electronically with the Commission at www.sec.gov.
Additional information on NNN's website includes the guiding policies adopted by NNN, which include NNN's Corporate
Governance Guidelines, Code of Business Conduct, Supplier Code of Conduct and Whistleblower Policy, as well as NNN's
position on corporate governance and risk management, social responsibility and environmental practices and their impact in
the 2023-24 Corporate Responsibility Report.

9
Item 1A. Risk Factors
Carefully consider the following risks and all of the other information set forth in this Annual Report on Form 10-K, including
the consolidated financial statements and the notes thereto. If any of the events or developments described below were
actually to occur, NNN's business, financial condition or results of operations could be adversely affected.
This “Risk Factors” section contains references to NNN's “stockholders.” Unless expressly stated otherwise, the references
represent NNN's common stock and any class or series of preferred stock which may be outstanding from time to time.
Risks Related to NNN's Business and Operations
Changes in financial and economic conditions, including inflation, may have an adverse impact on NNN, its tenants, and
commercial real estate in general.
Financial and economic conditions can be challenging and volatile and any worsening of such conditions, including any
disruption in the capital markets, or an inflationary economic environment, both real or anticipated, could adversely affect
NNN's business and results of operations. Such conditions could also affect the financial condition of NNN's tenants,
developers, borrowers, lenders or the institutions that hold NNN's cash balances and short-term investments, which may
expose NNN to increased risks of default by these parties.
There can be no assurance that actions of the United States Government, the Federal Reserve or other government and
regulatory bodies attempting to stabilize the economy or financial markets will achieve their intended effect. Additionally,
some of these actions may adversely affect financial institutions, capital providers, retailers, consumers, NNN's financial
condition, NNN's results of operations or the trading price of NNN's shares.
Potential consequences of challenging and volatile financial and economic conditions include:
•
the financial condition of NNN's tenants may be adversely affected, which may result in tenant defaults under the
leases due to bankruptcy, lack of liquidity, operational failures or for other reasons,
•
the ability to raise equity capital or borrow on terms and conditions that NNN finds acceptable may be limited or
unavailable, which could reduce NNN's ability to pursue acquisition and development opportunities and refinance
existing debt, reduce NNN's returns from acquisition and development activities, reduce NNN's ability to make cash
distributions to its stockholders and increase NNN's future interest expense,
•
the recognition of impairment charges on or reduced values of the Properties or tenant receivables, may adversely
affect NNN's results of operations,
•
reduced values of the Properties may limit NNN's ability to dispose of assets at attractive prices and reduce the
availability of buyer financing, and
•
the value and liquidity of NNN's short-term investments and cash deposits could be reduced as a result of (i) a
deterioration of the financial condition of the institutions that hold NNN's cash deposits or the institutions or assets
in which NNN has made short-term investments, (ii) the dislocation of the markets for NNN's short-term
investments, (iii) increased volatility in market rates for such investments or (iv) other factors.

10
Loss of rent from tenants would reduce NNN's cash flow.
NNN's tenants encounter significant macroeconomic, governmental and competitive forces. Adverse changes in consumer
spending or consumer preferences for particular goods, services or store-based retailing could severely impact their ability to
pay rent. Shifts from in-store to online shopping could increase due to changing consumer shopping patterns as well as the
increase in consumer adoption and use of mobile electronic devices. This expansion of e-commerce could have an adverse
impact on NNN's tenants' ongoing viability and the size, type and location of space tenants lease in the future. NNN cannot
predict with certainty what tenants will want or what the impact will be on market rents. The default, financial distress,
bankruptcy or liquidation of one or more of NNN's tenants could cause substantial vacancies in the Property Portfolio.
Vacancies reduce NNN's revenues, increase property expenses and could decrease the value of each vacant Property. Upon
the expiration of a lease, the tenant may choose not to renew the lease and NNN may not be able to re-lease the vacant
Property at a comparable lease rate. Furthermore, NNN may incur additional expenditures in connection with such renewal or
re-leasing.
A significant portion of the source of the Property Portfolio annual base rent is concentrated in specific industry
classifications, tenants and geographic locations.
As of December 31, 2024, approximately,
•
57.3% of the Property Portfolio annual base rent is generated from tenants in five retail lines of trade: convenience
stores (17.0%), automotive service (16.9%), full-service and limited-service restaurants (16.2%) and family
entertainment centers (7.2%),
•
19.0% of the Property Portfolio annual base rent is generated from five tenants: 7-Eleven (4.5%), Mister Car Wash
(4.1%), Dave & Buster's (3.8%), Camping World (3.8%) and GPM Investments (convenience stores) (2.8%), and
•
41.3% of the Property Portfolio annual base rent is generated from properties located in five states: Texas (18.8%),
Florida (8.7%), Illinois (5.1%), Georgia (4.5%) and Ohio (4.2%).
Any financial hardship and/or economic changes in these lines of trade, tenants or states could have an adverse effect on
NNN's results of operations.
NNN may not be able to successfully execute its acquisition or development strategies.
NNN may not be able to implement its investment strategies successfully. Additionally, NNN cannot ensure that its Property
Portfolio will expand at all, or if it will expand at any specified rate or to any specified size. In addition, investment in
additional real estate assets is subject to a number of risks. Because NNN expects to invest in markets other than the ones in
which its current Properties are located or properties which may be leased to tenants other than those to which NNN has
historically leased properties, NNN will also be subject to the risks associated with investment in new markets, new lines of
trade or with new tenants that may be relatively unfamiliar to NNN's management team.
NNN's development activities are subject to, without limitation, risks relating to the availability and timely receipt of zoning
and other regulatory approvals, the cost and timely completion of construction (including risks from factors beyond NNN's
control, such as weather, labor conditions or material shortages), the risk of finding tenants for the properties and the ability
to obtain both construction and permanent financing on favorable terms. These risks could result in substantial unanticipated
delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken or
provide a tenant the opportunity to delay rent commencement, reduce rent or terminate a lease. Any of these situations may
delay or eliminate proceeds or cash flows NNN expects from these projects, which could have an adverse effect on NNN's
financial condition.

11
NNN may not be able to dispose of Properties consistent with its operating strategy.
NNN may be unable to sell Properties targeted for disposition under favorable terms due to adverse market conditions or
possible prohibitive tax liability. This may adversely affect, among other things, NNN's ability to sell under favorable terms,
execute its operating strategy, achieve target earnings or returns, retire or repay debt or pay dividends.
Certain provisions of NNN's leases or loan agreements may be unenforceable.
NNN's rights and obligations with respect to its leases and loans are governed by written agreements. A court could
determine that one or more provisions of such an agreement are unenforceable, such as a particular remedy, a master lease
covenant, a loan prepayment provision or a provision governing NNN's security interest in the underlying collateral of a
borrower or lessee. NNN could be adversely impacted if this were to happen with respect to an asset or group of assets.
Competition from numerous other REITs, commercial developers, real estate limited partnerships and other investors or a
lack of properties for sale may impede NNN's ability to grow.
NNN may not complete suitable property acquisitions or developments on advantageous terms, if at all, due to competition
for such properties with others engaged in real estate investment activities or a lack of properties for sale on terms deemed
acceptable to NNN. NNN's inability to successfully acquire or develop new properties may affect NNN's ability to achieve
anticipated return on investment or realize its investment strategy, which could have an adverse effect on its results of
operations.
A natural disaster or impacts of weather or other event resulting in an uninsured loss may adversely affect the operations
of NNN's tenants and therefore the ability of NNN's tenants to pay rent, NNN's operating results and asset values of NNN's
Property Portfolio.
The impacts of a natural disaster or weather event on NNN's Property Portfolio are highly uncertain. Such impacts may result
from natural disasters, including floods, droughts, wind and fire. The Properties are generally covered by comprehensive
liability, fire and extended insurance coverage. NNN believes that the insurance carried on its Properties is adequate and in
accordance with industry standards. There are, however, types of losses (such as from hurricanes, floods, earthquakes or
other types of natural disasters or wars, terrorism or other acts of violence) which may be uninsurable, self-insured by
tenants, or the cost of insuring against these losses may not be economically justifiable in the opinion of tenants or NNN. If an
uninsured loss occurs or a loss exceeds policy limits, NNN could lose both its invested capital and anticipated revenues from
the Property, thereby reducing NNN's cash flow and asset value.
NNN's ability to fully control the management of its net-leased Properties may be limited.
The tenants of net-leased Properties are responsible for maintenance and other day-to-day management of the Properties. If
a Property is not adequately maintained in accordance with the terms of the applicable lease, NNN may incur expenses for
deferred maintenance expenditures or other liabilities when the lease expires. While NNN's leases generally provide for
recourse against the tenant in these instances, a bankrupt or financially troubled tenant may be more likely to defer
maintenance and it may be more difficult to enforce remedies against such a tenant. Although NNN endeavors to monitor
compliance by tenants with their lease obligations, NNN may not always be able to ascertain or forestall deterioration in the
condition of a property or the financial circumstances of a tenant.

12
Bankrupt tenants or vacant Properties could adversely affect NNN's business or financial condition.
The occurrence of a tenant bankruptcy or insolvency could diminish or eliminate the income NNN receives from its tenant. A
bankruptcy court might authorize a tenant to terminate one or more of its leases with NNN. If that happens, NNN's claim
against the bankrupt tenant for unpaid future rent would be subject to statutory limitations that most likely would result in
rent payments that would be substantially less than the remaining rent NNN is owed under the lease(s) or NNN may elect not
to pursue claims against a tenant for a terminated lease(s). Any claims NNN has for unpaid past rent, may not be paid in full,
or at all. Moreover, in the case of a tenant’s lease(s) that are not terminated as the result of its bankruptcy, NNN may be
required or elect to reduce the rent payable under those leases or provide other concessions, reducing amounts NNN
receives under such lease(s).
As a result, tenant bankruptcies may have a material adverse effect on NNN's results of operations and financial condition.
Any of these events could adversely affect NNN's cash flow from operations.
As of January 31, 2025, less than one percent of total annualized base rent, less than one percent of total Properties and less
than one percent of aggregate gross leasable area held in the Property Portfolio, was leased to three tenants that are
currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, these tenants have the right to reject or
affirm their leases with NNN.
As of December 31, 2024, NNN owned 54 vacant, un-leased Properties, which accounted for less than two percent of total
Properties, and approximately two percent of aggregate gross leasable area held in the Property Portfolio. NNN is actively
marketing these Properties for sale or lease but may not be able to sell or lease these Properties on favorable terms or at all.
Cybersecurity risks and cyber incidents as well as other significant disruptions of NNN's information technology networks
and related systems and resources, or those of NNN's vendors or other third-parties, could adversely affect NNN's business,
disrupt operations and expose NNN to liabilities to tenants, associates, capital providers, governmental regulators and
other third parties.
NNN uses information technology and other computer resources to carry out important operational activities and to maintain
its business records. This includes the use of third-party software, technologies, tools and a broad array of services and
functions. As part of NNN's normal business activities, NNN (i) maintains operational and financial information related to
NNN's business, (ii) collects, processes, stores and transmits certain personal identifying and confidential information relating
to its tenants, associates and vendors, within NNN's systems and utilizing those of third-party providers, and (iii) allows
associates to perform some or all of their business activities remotely.
NNN faces risks associated with security breaches through cyber-attacks or cyber-intrusions, malware, computer viruses and
malicious codes, ransomware, attachments to e-mail, unauthorized access attempts, denial of service attacks, phishing, social
engineering, persons with access to systems inside NNN's organization, and other significant disruptions of NNN's information
technology networks and related systems. The risk of a security breach has generally increased as the frequency, intensity and
sophistication of attempted attacks and intrusions from around the world have increased. Even the most well protected
information, networks, systems and facilities remain potentially vulnerable because the techniques, tools and tactics used in
such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases
are designed to not be detected and, in fact, may not be detected. Accordingly, NNN may be unable to anticipate these
techniques or to implement adequate security barriers, disaster recovery or other preventative or corrective measures, and
thus it is impossible for NNN to entirely counteract this risk or fully mitigate the harms after such an attack.

13
NNN has implemented systems and processes intended to address ongoing and evolving cybersecurity risks, secure its
information technology, applications and computer systems, and prevent unauthorized access to or loss of sensitive,
confidential and personal data. Although NNN and its service providers employ what NNN believes are adequate security,
disaster recovery and other preventative and corrective measures, NNN's security measures, taken as a whole, may not be
sufficient for all possible situations and may be vulnerable to, among other things, fraud, hacking, associate error, system
error, vendors' use of generative artificial intelligence technologies, and faulty password management.
NNN's ability to conduct its business may be impaired if its information technology networks, systems or resources, including
its websites or e-mail systems, are compromised, degraded, damaged or fail, whether due to a virus or other harmful
circumstance, fraud, intentional penetration or disruption of its information technology resources by:
•
a third party,
•
natural disaster,
•
a failure of hardware or software due to a design or programmatic flaw,
•
a failure of hardware or software security controls,
•
telecommunications system failure,
•
service provider error or failure,
•
fraudulent transactions,
•
intentional or unintentional personnel actions,
•
lost connectivity to NNN's networked resources,
•
a failure of disaster recovery system,
•
denial of service attacks,
•
office intrusion due to office or building security failures,
•
data center cooling failure,
•
fire or other catastrophic damage to equipment or facilities,
•
water intrusion to equipment,
•
supply chain attacks, or
•
zero-day attacks.
A significant and extended disruption or other material cyber incident could damage NNN's business or reputation and cause:
•
loss of revenues or tenant relationships,
•
unintended and/or unauthorized public disclosure or the misappropriation of proprietary, personal identifying and
confidential information, and
•
NNN to incur significant expenses to address and remediate or otherwise resolve these kinds of issues.
The release of confidential information may also lead to litigation or other proceedings against NNN by affected individuals,
business partners and/or regulators, and the outcome of such proceedings, which could include losses, penalties, fines,
injunctions, expenses and charges recorded against NNN's earnings and cause NNN reputational harm, could have a material
and adverse effect on NNN's business, financial position or results of operations.
In addition, the costs of maintaining adequate protection against data security threats, based on considerations of their
evolution, increasing sophistication, pervasiveness and frequency and/or government-mandated standards or obligations
regarding protective efforts, could be material to NNN's financial position, results of operations, cash flows, and the market
price of NNN's common stock in a particular period or over various periods.

14
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.
NNN's business depends upon cloud computing services provided by third-parties to provide a distributed computing
infrastructure platform for certain NNN business operations, including data processing, storage capabilities, communications,
disaster recovery and other services. Such third-party cloud computing services are vulnerable to damage or interruption
from infrastructure changes, natural disasters, cybersecurity attacks, power outages, terrorist attacks and other events or
acts. NNN expects that in the future it will experience interruptions, delays and outages in service and availability from its
third-party cloud computing providers from time to time due to a variety of factors, including, but not limited to,
infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. Because NNN cannot
easily switch its cloud computing operations to other third-party providers without significant costs, any disruption of or
interference with its use of third-party cloud computing service providers could have a materially negative impact on NNN's
business and results of operations.
Future investment in international markets could subject NNN to additional risks.
If NNN expands its operating strategy to include investment in international markets, NNN could face additional risks,
including foreign currency exchange rate fluctuations, operational risks due to local economic and political conditions and
laws and policies of the United States affecting foreign investment.
NNN may suffer a loss in the event of a default or bankruptcy of a borrower.
As of December 31, 2024, NNN held mortgages receivable of $454,000, which represented less than one percent of total
assets. If a borrower defaults on a mortgage or other loan made by NNN, and does not have sufficient assets to satisfy the
loan, NNN may suffer a loss of principal and interest. In the event of the bankruptcy of a borrower, NNN may not be able to
recover against all or any of the assets of the borrower, or the collateral may not be sufficient to satisfy the balance due on
the loan. In addition, certain of NNN's loans may be subordinate to other debt of a borrower. These investments are typically
loans secured by a borrower's pledge of its ownership interests in the entity that owns the real estate or other assets and are
typically subordinated to senior loans encumbering the underlying real estate or assets. Subordinated positions are generally
subject to a higher risk of nonpayment of principal and interest than the more senior loans. If a borrower defaults on the debt
senior to NNN's loan, or in the event of the bankruptcy of a borrower, NNN's loan will be satisfied only after the borrower's
senior creditors' claims are satisfied. Where debt senior to NNN's loans exists, the presence of intercreditor arrangements
may limit NNN's ability to amend loan documents, assign the loans, accept prepayments, exercise remedies and control
decisions made in bankruptcy proceedings relating to borrowers. Bankruptcy proceedings and litigation can significantly
increase the time needed for NNN to acquire underlying collateral, if any, in the event of a default, during which time the
collateral may decline in value. In addition, there are significant costs and delays associated with the foreclosure process.
Property ownership through joint ventures and partnerships could limit NNN's control of those investments.
Joint ventures or partnerships involve risks not otherwise present for direct investments by NNN. It is possible that NNN's co-
venturers or partners may have different interests or goals than NNN at any time, and they may take actions contrary to
NNN's requests, policies or objectives, including NNN's policy with respect to maintaining its qualification as a REIT. Other
risks of joint venture or partnership investments include impasses on decisions because in some instances no single co-
venturer or partner has full control over the joint venture or partnership, respectively, or the co-venturer or partner may
become insolvent, bankrupt or otherwise unable to contribute to the joint venture or partnership, respectively. Further,
disputes may develop with a co-venturer or partner over decisions affecting the property, joint venture or partnership that
may result in litigation, arbitration or some other form of dispute resolution.

15
Risks Related to Financing NNN's Business
NNN may be unable to obtain debt or equity capital on favorable terms, if at all.
NNN may be unable to obtain capital on favorable terms, if at all, to further its business objectives or meet its existing
obligations. Nearly all of NNN's debt, including the Credit Facility, is subject to balloon principal payments due at maturity.
These maturities range from 2025 to 2052. NNN's ability to make these scheduled principal payments may be adversely
impacted by NNN's inability to extend or refinance the Credit Facility, the inability to dispose of assets at an attractive price or
the inability to obtain additional debt or equity capital. Capital that may be available may be materially more expensive or
available under terms that are materially more restrictive which would have an adverse impact on NNN's business, financial
condition and results of operations.
The amount of debt NNN has and the restrictions imposed by that debt could adversely affect NNN's business and financial
condition.
As of December 31, 2024, NNN had outstanding debt, including total unsecured notes payable of $4,373,803,000 and no
outstanding balance on the Credit Facility. NNN's organizational documents do not limit the level or amount of debt that it
may incur. If NNN incurs additional debt and permits a higher degree of leverage, debt service requirements would increase
and could adversely affect NNN's financial condition and results of operations, as well as NNN's ability to pay principal and
interest on the outstanding debt or cash dividends to its stockholders. In addition, increased leverage could increase the risk
that NNN may default on its debt obligations.
The amount of outstanding debt at any time could have important consequences to NNN's stockholders. For example, it
could:
•
require NNN to dedicate a substantial portion of its cash flow from operations to payments on its debt, thereby
reducing funds available for operations, real estate investments and other business opportunities that may arise in
the future,
•
increase NNN's vulnerability to general adverse economic and industry conditions,
•
limit NNN's ability to obtain any additional financing it may need in the future for working capital, debt refinancing,
capital expenditures, real estate investments, development or other general corporate purposes,
•
make it difficult to satisfy NNN's debt service requirements,
•
limit NNN's ability to pay dividends in cash on its outstanding stock,
•
limit NNN's flexibility in planning for, or reacting to, changes in its business and the factors that affect the
profitability of its business, and
•
limit NNN's flexibility in conducting its business, which may place NNN at a disadvantage compared to competitors
with less debt or debt with less restrictive terms.
NNN's ability to make scheduled payments of principal or interest on its debt, or to retire or refinance such debt will depend
primarily on its future performance, which to a certain extent is subject to the creditworthiness of its tenants, competition,
and economic, financial, and other factors beyond its control. There can be no assurance that NNN's business will continue to
generate sufficient cash flow from operations in the future to service its debt or meet its other cash needs. If NNN is unable to
generate sufficient cash flow from its business, it may be required to refinance all or a portion of its existing debt, sell assets
or obtain additional financing to meet its debt obligations and other cash needs.
NNN cannot assure stockholders that any such refinancing, sale of assets or additional financing would be possible or, if
possible, on terms and conditions, including but not limited to the interest rate, which NNN would find acceptable or would
not result in a material decline in earnings.

16
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.
As of December 31, 2024, NNN had approximately $4,373,803,000 of outstanding debt, none of which was secured debt.
NNN's unsecured debt instruments contain various restrictive covenants which include, among others, provisions restricting
NNN's ability to:
•
incur or guarantee additional debt,
•
make certain distributions, investments and other restricted payments,
•
enter into transactions with certain affiliates,
•
create certain liens,
•
consolidate, merge or sell NNN's assets, and
•
prepay debt.
Secured debt instruments generally contain customary covenants, including, among others, provisions:
•
requiring the maintenance of the property securing the debt,
•
restricting its ability to sell, assign or further encumber the properties securing the debt,
•
restricting its ability to incur additional debt on the property securing the debt,
•
restricting modifications to property improvements,
•
restricting its ability to amend or modify existing leases on the property securing the debt, and
•
establishing certain prepayment restrictions.
In addition, NNN's debt instruments may contain cross-default provisions, in which case a default of NNN under one debt
instrument will be a default of NNN under multiple or all debt instruments of NNN.
NNN's ability to meet some of its debt covenants, including covenants related to the condition of the property or payment of
real estate taxes, may be dependent on the performance by NNN's tenants under their leases.
In addition, certain covenants in NNN's debt instruments, including its Credit Facility, require NNN, among other things, to:
•
limit certain leverage ratios,
•
maintain certain minimum interest and debt service coverage ratios, and
•
limit investments in certain types of assets.
NNN's failure to comply with certain of its debt covenants could result in defaults that accelerate the payment under such
debt and limit the dividends paid to NNN's stockholders which would likely have a material adverse impact on NNN's financial
condition and results of operations. In addition, these defaults could impair its access to the debt and equity markets.
NNN's ability to pay dividends in the future is subject to many factors.
NNN's ability to pay dividends may be impaired if any of the risks described in this section were to occur. In addition, payment
of NNN's dividends depends upon NNN's earnings, financial condition, maintenance of NNN's REIT status and other factors as
NNN's Board of Directors may deem relevant from time to time.
Future issuances of NNN's equity securities could dilute the interest of NNN's common stockholders.
Raising additional capital through the issuance of common or preferred equity securities can dilute or otherwise adversely
affect the interests of holders of NNN's common stock and in the case of certain series of preferred equity securities, create a
priority interest for holders of such series of preferred equity securities. The interests of NNN's common stockholders could
also be diluted by the issuance of shares of common stock pursuant to NNN's performance incentive plan.

17
Risks Related to – Real Estate Ownership
Owning real estate and indirect interests in real estate carries inherent risks.
NNN's financial performance and the value of its real estate assets are subject to the risk that if the Properties do not
generate revenues sufficient to meet its operating expenses, and debt service, NNN's cash flow and ability to pay distributions
to its stockholders will be adversely affected. NNN is susceptible to the following real estate industry risks, which are beyond
its control:
•
changes in national, regional and local economic conditions and outlook,
•
decreases in consumer spending and retail sales or adverse changes in consumer preferences for particular goods,
services or store-based retailing,
•
economic downturns in the areas where the Properties are located,
•
adverse changes in local real estate market conditions, such as an oversupply of space, reduction in demand for
space, loss of a large employer, intense competition for tenants, or a demographic change,
•
changes in tenant or consumer preferences that reduce the attractiveness of the Properties to tenants,
•
a decrease in demand for fossil fuels,
•
changes in zoning, regulatory restrictions, or tax laws, and
•
changes in interest rates or availability of financing.
All of these factors could result in decreases in market rental rates and increases in vacancy rates, which could adversely
affect NNN's results of operations.
NNN's real estate investments are illiquid.
Because real estate investments are relatively illiquid, NNN's ability to adjust the Property Portfolio promptly in response to
economic or other conditions is limited. Certain significant expenditures generally do not change in response to economic or
other conditions, including: (i) debt service, (ii) real estate taxes, and (iii) operating and maintenance costs. This combination
of variable revenue and relatively fixed expenditures may result, under certain market conditions, in reduced earnings and
could have an adverse effect on NNN's financial condition.
NNN may be subject to known or unknown environmental liabilities and risks, including but not limited to liabilities and
risks resulting from the existence of hazardous materials on or under Properties owned by NNN.
There may be known or unknown environmental liabilities associated with Properties owned or acquired in the future by
NNN. Certain particular uses of some Properties may also have a heightened risk of environmental liability because of the
hazardous materials used in performing services on those Properties, such as convenience stores with underground
petroleum storage tanks or auto parts and auto service businesses using petroleum products, paint and machine solvents.
Some of the Properties may contain asbestos or asbestos-containing materials, or may contain or may develop mold or other
bio-contaminants.
Asbestos-containing materials must be handled, managed and removed in accordance with applicable governmental laws,
rules and regulations. Mold and other bio-contaminants can produce airborne toxins, may cause a variety of health issues in
individuals and must be remediated in accordance with applicable governmental laws, rules and regulations.

18
As part of its due diligence process, NNN generally obtains an environmental site assessment for each property it acquires. In
cases where NNN intends to acquire real estate where evidence of some level of known contamination may exist, NNN
generally requires the seller or tenant to (i) remediate the contamination in accordance with applicable laws, rules and
regulations, (ii) indemnify NNN for environmental liabilities, and/or (iii) agree to other arrangements deemed appropriate by
NNN, including, under certain circumstances, the purchase of environmental insurance. Although sellers or tenants may be
contractually responsible for remediating hazardous materials on a property and may be responsible for indemnifying NNN
for any liability resulting from the use of a Property and for any failure to comply with any applicable environmental laws,
rules or regulations, NNN has no assurance that sellers, tenants or any other responsible party shall be able to meet their
remediation and indemnity obligations to NNN. A tenant, seller or any other responsible party may not have the financial
ability to meet its remediation and indemnity obligations to NNN when required. Furthermore, NNN may have strict liability
to governmental agencies or third parties as a result of the existence of hazardous materials on Properties, whether or not
NNN knew about or caused such hazardous materials to exist.
As of January 31, 2025, NNN had 66 Properties currently under some level of environmental remediation and/or monitoring.
In general, the responsible party (which may include the seller, a previous owner, the tenant or an adjacent or former land
owner) is liable for the cost of the environmental remediation for each of these Properties.
If NNN is responsible for hazardous materials located on its Properties, NNN's liability may include investigation and
remediation costs, property damage to third parties, personal injury to third parties, and governmental fines and penalties.
Furthermore, the presence of hazardous materials on a Property may adversely impact the Property value or NNN's ability to
sell the Property. Significant environmental liability could impact NNN's results of operations, ability to make distributions to
stockholders, and its ability to meet its debt obligations.
In order to mitigate exposure to environmental liability, NNN maintains an environmental insurance policy which provides
environmental insurance coverage for substantially all of its Properties. However, the policy is subject to exclusions and
limitations and does not cover all of the Properties owned by NNN. For those Properties covered under the policy, insurance
may not fully compensate NNN for any environmental liability. NNN has no assurance that the insurer on its environmental
insurance policy will be able to meet its obligations under the policy. NNN may not desire to renew the environmental
insurance policy in place upon expiration or a replacement policy may not be available at a reasonable cost, if at all.
Risks Related to – Tax Matters
NNN's failure to qualify as a REIT for federal income tax purposes could result in significant tax liability.
NNN intends to operate in a manner that will allow NNN to continue to qualify as a REIT. NNN believes it has been organized
as, and its past and present operations qualify NNN as a REIT. However, the Internal Revenue Service (“IRS”) could
successfully assert that NNN is not qualified as such. In addition, NNN may not remain qualified as a REIT in the future.
Qualification as a REIT involves the application of highly technical and complex provisions of the Code for which there are only
limited judicial or administrative interpretations and involves the determination of various factual matters and circumstances
not entirely within NNN's control. Furthermore, new tax legislation, administrative guidance or court decisions, in each
instance potentially with retroactive effect, could make it more difficult or impossible for NNN to qualify, or desirable to
continue, as a REIT or avoid significant tax liability.
If NNN fails to qualify as a REIT, it would not be allowed a deduction for dividends paid to stockholders in computing taxable
income and would become subject to federal income tax at regular corporate rates. In this event, NNN could be subject to
potentially significant tax liabilities and penalties. Unless entitled to relief under certain statutory provisions, NNN would also
be disqualified from treatment as a REIT for the four taxable years following the year during which the qualification was lost.

19
Compliance with REIT requirements, including distribution requirements, may limit NNN's flexibility and may negatively
affect NNN's operating decisions.
To maintain its status as a REIT for United States federal income tax purposes, NNN must meet certain requirements on an
ongoing basis, including requirements regarding its sources of income, the nature and diversification of its assets, the
amounts NNN distributes to its stockholders and the ownership of its shares. NNN may also be required to make distributions
to its stockholders when it does not have funds readily available for distribution or at times when NNN's funds are otherwise
needed to fund expenditures or debt service requirements. NNN generally will not be subject to federal income taxes on
taxable income it distributes to stockholders, providing it meets certain other requirements for qualifying as a REIT. For each
of the years in the three-year period ended December 31, 2024, NNN believes it has qualified as a REIT. Notwithstanding
NNN's qualification for taxation as a REIT, NNN is subject to certain state and local income, franchise and excise taxes.
The share ownership restrictions of 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.
In order to qualify as a REIT, five or fewer individuals, as defined in the Code, may not own, actually or constructively, more
than 50 percent in value of NNN's issued and outstanding shares of stock at any time during the last half of each taxable year,
other than the first year for which a REIT election is made. Attribution rules in the Code determine if any individual or entity
actually or constructively owns NNN's shares of stock under this requirement. Additionally, at least 100 persons must
beneficially own NNN's shares of stock during at least 335 days of a taxable year for each taxable year, other than the first
year for which a REIT election is made. To help ensure that NNN meets these tests, among other purposes, NNN's charter
restricts the acquisition and ownership of NNN's shares of stock.
NNN's charter, with certain exceptions, authorizes NNN's Board of Directors to take such actions as are necessary and
desirable to preserve NNN's qualification as a REIT while NNN so qualifies. Unless exempted by the Board of Directors, for so
long as NNN qualifies as a REIT, NNN's charter prohibits, among other limitations on ownership and transfer of shares of
NNN's stock, any person from beneficially or constructively owning (applying certain attribution rules under the Code) more
than 9.8% in value of the aggregate of NNN's outstanding shares of stock and more than 9.8% (in value or in number of
shares, whichever is more restrictive) of any class or series of NNN's shares of stock. The Board of Directors, in its sole
discretion and upon receipt of certain representations and undertakings, may exempt a person (prospectively or
retrospectively) from the ownership limits. However, the Board of Directors may not, among other limitations, grant an
exemption from these ownership restrictions to any proposed transferee whose ownership, direct or indirect, in excess of the
9.8% ownership limit would result in the termination of NNN's qualification as a REIT. These restrictions on transferability and
ownership will not apply, however, if the Board of Directors determines that it is no longer in NNN's best interest to continue
to qualify as a REIT or that compliance with the restrictions is no longer required in order for NNN to continue to so qualify as
a REIT. These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price
for NNN's common stock or otherwise be in the best interest of NNN's stockholders.
Risks Related to – Governmental Laws and Regulations
Costs of complying with changes in governmental laws and regulations may adversely affect NNN's results of operations.
NNN cannot predict what laws or regulations will be enacted in the future, how future laws or regulations will be
administered or interpreted, or how future laws or regulations will affect NNN, its Properties or its tenants, including, but not
limited to environmental laws and regulations. Compliance with new laws or regulations, or stricter interpretation of existing
laws, may require NNN, its tenants, or consumers to incur significant expenditures, impose significant liability, restrict or
prohibit business activities and could cause a material adverse effect on NNN's results of operation.

20
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.
The Properties, as commercial facilities, are required to comply with the ADA. NNN's tenants will typically have primary
responsibility for complying with the ADA, but NNN may incur costs if the tenant does not comply. As of January 31, 2025,
NNN had not been notified by any governmental authority of, nor is NNN's management aware of, any non-compliance with
the ADA that NNN's management believes would have a material adverse effect on its business, financial position or results of
operations.
General Risks
NNN's loss of key management personnel could adversely affect performance and the value of its securities.
NNN is dependent on the efforts of its key management. As of January 31, 2025, the executive team and senior managers
average over 20 years of experience with NNN. Competition for senior management personnel can be intense and NNN may
not be able to retain its key management. Although NNN believes qualified replacements could be found for any departures
of key management, the loss of their services could adversely affect NNN's 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.
Section 404 of the Sarbanes-Oxley Act of 2002 requires annual management assessments of the effectiveness of the
Company's internal control over financial reporting. If NNN fails to maintain the adequacy of its internal control over financial
reporting, as such standards may be modified, supplemented or amended from time to time, NNN may not be able to ensure
that it can conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with
Section 404 of the Sarbanes-Oxley Act of 2002. Moreover, effective internal control over financial reporting, particularly those
related to revenue recognition, are necessary for NNN to produce reliable financial reports and to maintain its qualification as
a REIT and are important in helping to prevent financial fraud. If NNN cannot provide reliable financial reports or prevent
fraud, its business and operating results could be harmed, REIT qualification could be jeopardized, investors could lose
confidence in the Company's reported financial information, the company's access to capital could be impaired, and the
trading price of NNN's shares could drop significantly.
An epidemic or pandemic and/or the measures that international, federal, state and local governments, agencies, law
enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of
the other risks, and may significantly disrupt NNN's tenants' ability to operate their businesses and/or pay rent to NNN or
prevent NNN from operating its business in the ordinary course for an extended period.
An epidemic or pandemic, or the government mandates implemented to address such epidemic or pandemic, could have a
material and adverse effect on or cause disruption to NNN's business or financial condition, results of operations, cash flows
and the market value and trading price of NNN's securities due to, among other factors:
•
A complete or partial closure of, or other operational issues with, NNN's Property Portfolio as a result of government
or tenant action;
•
The declines in or instability of the economy or financial markets may result in a recession or negatively impact
consumer discretionary spending, which could adversely affect retailers and consumers;
•
The reduction of economic activity may severely impact NNN's tenants' business operations, financial condition,
liquidity and access to capital resources and may cause one or more of NNN's tenants to be unable to meet their
obligations to NNN in full, or at all, to default on their lease, or to otherwise seek modifications of such obligations;

21
•
The inability to access debt and equity capital on favorable terms, if at all, or a severe disruption and instability in the
global financial markets or deteriorations in credit and financing conditions may affect NNN's access to capital
necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt,
reduce NNN's ability to make cash distributions to its stockholders and increase NNN's future interest expense;
•
A general decline in business activity and demand for real estate transactions would adversely affect NNN's ability to
successfully execute investment strategies or expand the Property Portfolio;
•
A significant reduction in NNN's cash flows could impact NNN's ability to continue paying cash dividends to NNN
stockholders at expected levels or at all;
•
The financial impact could negatively affect NNN's future compliance with financial and other covenants of NNN's
Credit Facility and other debt instruments, and the failure to comply with such covenants could result in a default
that accelerates the payment of such debt; and
•
The potential negative impact on the health of NNN's associates or Board of Directors, particularly if a significant
number are impacted, or the impact of government actions or restrictions, including stay-at-home orders, restricting
access to NNN's headquarters located in Orlando, Florida, could result in a deterioration in NNN's ability to ensure
business continuity during a disruption.
A prolonged continuation of or repeated temporary business closures, reduced capacity at businesses or other social-
distancing practices, and quarantine orders may adversely impact NNN's tenants' ability to generate sufficient revenues to
meet financial obligations, and could force tenants to default on their leases, or result in the bankruptcy of tenants, which
would diminish the rental revenue NNN receives under its leases. Additionally, an increase in the number of vacant properties
would increase NNN's real estate expenses, including expenses associated with ongoing maintenance and repairs, utilities,
real estate taxes and assessments, and property and liability insurance.
The rapid development and fluidity of an epidemic or pandemic precludes any prediction as to the ultimate adverse impact
on NNN. Nevertheless, an epidemic or pandemic would present a material uncertainty and risk with respect to NNN's
performance, business or financial condition, results of operations and cash flows. While NNN's leases generally do not allow
tenants to withhold rent if the tenants are not operating on its Properties, some tenants may pay rent under protest, not pay
rent at all, request rent deferrals, and assert legal or equitable claims in the courts that such tenants are not obligated to pay
rent while closed or while operating at reduced capacity, because of an epidemic or pandemic. While NNN believes such
claims would be without merit it has no assurances on how courts would rule on such claims, if any.
Acts of violence, terrorist attacks or war may affect NNN's Properties, the markets in which NNN operates and NNN's
results of operations.
Terrorist attacks or other domestic acts of violence may negatively affect NNN's operations. There can be no assurance that
there will not be attacks against businesses within the United States. These attacks may directly or indirectly impact NNN's
physical facilities or the businesses or the financial condition of its tenants, developers, borrowers, lenders or financial
institutions with which NNN has a relationship. The United States is engaged in armed conflict, which could have an impact on
these parties. The consequences of armed conflict are unpredictable, and NNN may not be able to foresee events that could
have an adverse effect on its business or be insured for such.
More generally, any of these events or threats of these events could cause consumer confidence and spending to decrease or
result in increased volatility in the United States and worldwide financial markets and economies. They also could result in, or
cause a deepening of, economic recession in the United States or abroad. Any of these occurrences could have an adverse
impact on NNN's financial condition or results of operations.

22
Changes in accounting pronouncements could adversely impact NNN's or NNN's tenants' reported financial performance.
Accounting policies and methods are fundamental to how NNN records and reports its financial condition and results of
operations. From time to time the Financial Accounting Standards Board (“FASB”) and the Commission, who create and
interpret appropriate accounting standards, may change the financial accounting and reporting standards or their
interpretation and application of these standards that govern the preparation of NNN's financial statements. These changes
could have a material impact on NNN's reported financial condition and results of operations. In some cases, NNN could be
required to apply a new or revised standard retroactively, resulting in restating prior period financial statements. Similarly,
these changes could have a material impact on NNN's tenants' reported financial condition or results of operations and affect
their preferences regarding leasing real estate.
The market value of NNN's equity and debt securities is subject to various factors that may cause significant fluctuations or
volatility.
As with other publicly traded securities, the market price of NNN's equity and debt securities depends on various factors,
which may change from time-to-time and/or may be unrelated to NNN's financial condition, operating performance or
prospects that may cause significant fluctuations or volatility in such prices. These factors, among others, include:
•
general economic and financial market conditions,
•
level and trend of interest rates,
•
changes in government fiscal, monetary, regulatory, or taxation policies,
•
NNN's ability to access the capital markets to raise additional capital,
•
the issuance of additional equity or debt securities,
•
changes in NNN's funds from operations or earnings estimates,
•
changes in NNN's debt ratings or analyst ratings,
•
NNN's financial condition and performance,
•
market perception of NNN compared to other REITs, and
•
market perception of REITs compared to other investment sectors.
Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow.
Even if NNN remains qualified for taxation as a REIT, NNN is subject to certain federal, state and local taxes on its income and
assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a
foreclosure, and state or local income, franchise, property and transfer taxes. Any increase of these taxes would decrease
earnings and cash available for distribution to stockholders. In addition, in order to meet certain REIT qualification
requirements, NNN may elect to own some of its assets in a TRS.
Adverse legislative or regulatory tax changes could reduce NNN's earnings and cash flow and the market value of NNN's
securities.
At any time, the federal and state tax laws or the administrative interpretations of those laws may change. Any such changes
may have current and retroactive effects, and could adversely affect NNN or its stockholders. Legislation could cause shares in
non-REIT entities to be a more attractive investment to individual investors than shares in REITs, and could have an adverse
effect on the value of NNN's securities.

23
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
With oversight from the Board of Directors, NNN's management is responsible for managing all cyber risks and overseeing
NNN's security programs. Primary cybersecurity risk oversight has been delegated to the Audit Committee. The Chief
Accounting and Technology Officer (the "CATO") oversees NNN's security programs and its Incident Response Policy and Plan
and provides direct oversight and guidance to the technology team that manages NNN's day-to-day technology and
cybersecurity operations. The CATO has been with NNN for over 25 years and has overseen NNN's information systems,
including its cyber risk management program, for the last 15 years. The technology team has the appropriate educational
background and certifications in the area of information security governance and technical controls, penetration testing and
vulnerability assessments, incident response and digital forensics and secure systems design and architecture.
The Audit Committee cybersecurity risk oversight role includes: (i) reviewing and approving technology security policies and
internal cybersecurity controls, (ii) monitoring cybersecurity and information security exposures, and (iii) confirming
management has adequate procedures in place to not only control and limit these exposures but also to timely respond to
any cyber incident. NNN's cybersecurity risk profile and cybersecurity program status, including results of any third-party
evaluations are reported to the Audit Committee by the CATO.
NNN's information systems process and store critical and sensitive NNN data. Management and the Board of Directors are
committed to protecting NNN systems and data through layered perimeter, interrogation and access controls, as well as
following a constant process of researching, assessing, patching and remediating. Processes to assess, identify, isolate,
remediate and manage cybersecurity risks have been integrated into NNN's overall risk management system. Below are
examples of actions NNN takes to protect NNN's information systems and data from cybersecurity risk:
•
Align systems and processes with best practices, including the National Institute of Standards and Technology
Cybersecurity Framework, for securing NNN information systems and data;
•
Perform continuous systems monitoring and tactical measures for impending viruses, malware, tampering,
exploits and other cyber threats;
•
Deploy systems tools to detect, prevent and neutralize cyber threats;
•
Engage independent third-party consultants to assist in evaluating cybersecurity risks and response profile and
plans;
•
Identify, oversee and evaluate the risks associated with third-party service providers and consultants;
•
Continuously educate and provide procedural training to all associates and the Board of Directors regarding
cybersecurity awareness and risks such as enterprise security, malware, data protection best practices, anti-
phishing exercises and updates with respect to other implemented information security measures;
•
Periodically measure the effectiveness of associate training;
•
Cybersecurity risk management is periodically reviewed with NNN's Enterprise Risk Management Team;
•
Perform ongoing internal and external penetration testing and vulnerability assessments with a high priority for
timely remediation; and
•
Establish reporting deadlines and hierarchies so that data regarding an incident or possible incident is
communicated in a timely manner to NNN's management, to the Audit Committee of the Board of Directors, and
if, appropriate or required by law, to the Commission.

24
Management is aware that preventive measures cannot prevent all cyber incidents. The CATO has direct oversight over the
Company's security programs on a daily basis. When a cyber incident occurs, NNN's actions are guided by an incident
response plan decision tree to (i) detect, contain and eradicate any threats, (ii) assess materiality, (iii) notify internal parties
and the Audit Committee Chairperson, (iv) recover any compromised NNN data and information systems, (v) limit impacts of
any such incident on NNN's operations, and (vi) report any such incident as require by law or as otherwise necessary. For a
detailed discussion of risks from cybersecurity threats, please see “Item 1A. Risk Factors.”
Item 2. Properties
Please refer to Item 1. “Business" and Item 7. "Management's Discussion and Analysis of Financial Conditions and Results of
Operations."
Item 3. Legal Proceedings
In the ordinary course of its business, NNN is a party to various legal actions that management believes are routine in nature
and incidental to the operation of the business of NNN. Management does not believe that any of these proceedings are
material.
Item 4. Mine Safety Disclosures
None.

25
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The common stock of NNN currently is traded on the NYSE under the symbol “NNN.”
Performance Graphs
Set forth below is a line graph comparing the cumulative total stockholder return on NNN's common stock, based on the
market price of the common stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate
Investment Trusts Equity Index (“FNER”) and the S&P 500 Index (“S&P 500”) for the five-year period commencing December
31, 2019 and ending December 31, 2024. The graph assumes an investment of $100 on December 31, 2019.
Comparison to Five-Year Cumulative Total Return

26
Set forth below is a line graph comparing the cumulative total stockholder return on NNN's common stock, based on the
market price of the common stock and assuming reinvestment of dividends, with the FNER and the S&P 500 for the twenty-
five-year period commencing December 31, 1999 and ending December 31, 2024. The graph assumes an investment of $100
on December 31, 1999.
Comparison to Twenty-Five-Year Cumulative Total Return
Dividends
NNN intends to pay regular quarterly dividends to its stockholders, although all future distributions will be declared and paid
at the discretion of the Board of Directors and will depend upon cash generated by operating activities, NNN's financial
condition, capital requirements, annual distribution requirements under the REIT provisions of the Code and such other
factors as the Board of Directors deems relevant.
In January 2025, NNN declared dividends payable to its stockholders of $108,335,000, or $0.580 per share, of common stock.
Holders
On January 31, 2025, there were 1,425 registered holders of record of NNN's common stock. Many of NNN's shares of
common stock are held by brokers and institutions on behalf of stockholders, NNN is unable to estimate the total number of
stockholders represented by these record holders.

27
Securities Authorized for Issuance Under Equity Compensation Plans
None.
Sale of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.
Item 6. [Reserved]

28
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
This section generally discusses 2024 and 2023 and year-to-year comparisons. Discussions of 2023 and 2022 year-to-year
comparisons that are not included in this annual report on Form 10-K can be found in “Management's Discussion and Analysis
of Financial Condition and Results of Operations” in Part II, Item 7 of the Annual Report on Form 10-K for the year ended
December 31, 2023 filed with the Securities and Exchange Commission ("Commission" or "SEC") on February 8, 2024.
The term "NNN" or the "Company" refers to NNN REIT, Inc. and all of its consolidated subsidiaries. NNN may elect to treat
certain of its subsidiaries as taxable real estate investment trust subsidiaries ("TRS").
Forward-Looking Statements
The following discussion and analysis should be read in conjunction with the consolidated financial statements and related
notes included elsewhere in this Annual Report on Form 10-K. NNN makes statements in this section that are forward-looking
statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see
the section in this report entitled “Forward-Looking Statements.” Certain risks may cause NNN's actual results, performance
or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk
factors, see “Item 1A. Risk Factors.”
Overview
NNN, a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. NNN's assets are
primarily real estate assets. NNN acquires, owns, invests in and develops 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 December 31, 2024, NNN owned 3,568 Properties in 49 states, with an aggregate gross leasable area of approximately
36,557,000 square feet, and a weighted average remaining lease term of 10 years. Approximately 98 percent of the
Properties were leased as of December 31, 2024.
NNN's management team focuses on certain key indicators to evaluate the financial condition and operating performance of
NNN. Key indicators include items such as: the composition of the Property Portfolio (such as tenant, line of trade and
geographic diversification), the occupancy rate of the Property Portfolio, certain financial performance metrics and
profitability measures, industry trends and industry performance compared to that of NNN.
NNN evaluates the creditworthiness of its significant current and prospective tenants. This evaluation may include reviewing
available financial statements, store level financial performance, press releases, public credit ratings from major credit rating
agencies, industry news publications and financial market data (debt and equity pricing). NNN may also evaluate the business
and operations of its significant tenants, including past payment history and periodically meeting with senior management of
certain tenants.
NNN continues to maintain its diversification by tenant, line of trade and geography. NNN's largest line of trade
concentrations are the convenience store (17.0%), automotive service (16.9%), restaurant (16.2%) (including full and limited
service) and family entertainment centers (7.2%) sectors. These sectors represent a large part of the freestanding retail
property marketplace and NNN's management believes these sectors present attractive investment opportunities. The
Property Portfolio is geographically concentrated in the southeast (25.5%) and south (24.7%) United States, which are regions
of historically above-average population growth. 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.

29
As of December 31, 2024 and 2023, the Property Portfolio remained at least 98 percent leased and had a weighted average
remaining lease term of approximately 10 years. High occupancy levels coupled with a net lease structure, provides enhanced
probability of achieving consistent operating results.
Critical Accounting Estimates
The preparation of NNN's consolidated financial statements in conformance with accounting principles generally accepted in
the United States of America requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenues and expenses as well as other disclosures in the financial statements. Estimates are sensitive to
evaluations by management about current and future expectations of market and economic conditions. On an ongoing basis,
management evaluates its estimates and assumptions; however, actual results may differ from these estimates and
assumptions, which in turn could have a material impact on NNN's consolidated financial statements. A summary of NNN's
accounting policies and procedures is included in Note 1 of the December 31, 2024 Consolidated Financial Statements.
Management believes the following critical accounting policies, among others, affect its more significant estimates and
assumptions used in the preparation of NNN's consolidated financial statements.
Real Estate Portfolio. NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of
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.
Purchase Accounting for Acquisition of Real Estate. In accordance with the Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("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 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.
Lease Accounting. NNN records its leases on the Property Portfolio in accordance with FASB ASC Topic 842, Leases ("ASC
842").
NNN's real estate is typically leased to tenants under triple-net leases, whereby the tenant is responsible for all operating
expenses relating to the Property, including utilities, real estate taxes and assessments, property and liability insurance,
maintenance, repairs and capital expenditures.
NNN's Property Portfolio primarily consists of leases accounted for using the operating method. Under the operating method,
revenue is recognized as rentals are earned and expenses (including depreciation) are charged to operations as incurred.
When scheduled rentals vary during the lease term, income is recognized on a straight-line basis so as to produce a constant
periodic rent over the term of the lease. Accrued rental income is the aggregate difference between the scheduled rents
which vary during the lease term and the income recognized on a straight-line basis.

30
Collectability. In accordance with ASC 842, NNN reviews the collectability of its lease payments on an ongoing basis. NNN
considers collectability indicators when analyzing accounts receivable (and accrued rent) and historical bad debt levels, tenant
credit-worthiness and current economic trends, all of which assists in evaluating the probability of outstanding and future
rental income collections and the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are
analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy
claims.
When NNN deems the collection of rental income from a tenant not probable, uncollected previously recognized rental
revenue and any related accrued rent are reversed as a reduction to rental income and, subsequently, any rental income is
only recognized when cash receipts are received. At this point, a tenant is deemed cash basis for accounting purposes. If NNN
subsequently deems the collection of rental income is probable, any related accrued rental income or expense is restored.
NNN includes an allowance for doubtful accounts in rental income on the Consolidated Statements of Income and
Comprehensive Income.
Real Estate – Held For Sale. Real estate held for sale is not depreciated and is recorded at the lower of cost or fair value, less
cost to sell. On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria
as outlined in FASB ASC Topic 360, Property, Plant and Equipment, including management's intent to commit to a plan to sell
the asset. NNN anticipates the disposition of Properties classified as held for sale to occur within 12 months.
Impairment – Real Estate. NNN periodically assesses its long-lived real estate assets for possible impairment whenever
certain events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These
indicators include, but are not limited to: changes in real estate market conditions, the ability of NNN to re-lease properties
that are currently vacant or become vacant, properties 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 Property leases provide for initial terms of 10 to 20 years, with cash flows provided over the entire term.
Revenue Recognition. Rental revenues for properties under construction commence upon completion of construction of the
leased asset and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are
recognized when earned in accordance with ASC 842, based on the terms of the lease of the leased asset. Lease termination
fees are recognized when collected subsequent to the related lease that is cancelled and NNN no longer has continuing
involvement with the former tenant with respect to that property.
FASB ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets ("ASC 610-20"), provides guidance for
recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity that transfers
a nonfinancial asset in the scope of ASC 610-20 follows a two-step derecognition model to determine whether (and when) to
derecognize the asset. NNN determined the key revenue stream impacted by ASC 610-20 is gain on disposition of real estate
reported on the Consolidated Statements of Income and Comprehensive Income. In accordance with ASC 610-20, NNN
evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue
recognition, as well as, transfer of control and transaction price allocation in determining the amount of gain or loss to record.

31
New Accounting Pronouncements. Refer to Note 1 of the December 31, 2024, Consolidated Financial Statements for a
summary and the anticipated impact of each accounting pronouncement on NNN's financial position and results of
operations.
Results of Operations
Property Analysis
General. The following table summarizes the Property Portfolio as of December 31:
2024
2023
Properties Owned:
Number
3,568
3,532
Total gross leasable area (square feet)
36,557,000
35,966,000
Properties:
Leased and unimproved land
3,514
3,514
Percent of Properties – leased and unimproved land
98 %
99 %
Weighted average remaining lease term (years)
10
10
Total gross leasable area (square feet) – leased
35,826,000
35,683,000
Total annualized base rent
$ 860,562,000
$ 818,749,000
(1) Annualized base rent is calculated by multiplying the monthly cash base rent in place on each
respective date by 12.
The following table summarizes the lease expirations, assuming none of the tenants exercise renewal options, of the Property
Portfolio for each of the next 10 years and then thereafter in the aggregate as of December 31, 2024:
% of
Annual
Base
Rent(1)
# of
Properties
Gross
Leasable
Area(2)
% of
Annual
Base
Rent(1)
# of
Properties
Gross
Leasable
Area(2)
2025
3.2%
132
874,000
2031
7.0%
184
2,655,000
2026
4.2%
204
1,981,000
2032
5.1%
183
1,804,000
2027
7.6%
231
3,401,000
2033
4.6%
134
1,398,000
2028
5.8%
255
2,306,000
2034
5.8%
182
2,398,000
2029
4.6%
143
2,083,000
Thereafter
47.7%
1,711
14,840,000
2030
4.4%
154
2,086,000
(1)
Based on the annualized base rent for all leases in place as of December 31, 2024.
(2)
Square feet.

32
The following table summarizes the diversification of the Property Portfolio based on the top 20 lines of trade:
% of Annual Base Rent(1)
Lines of Trade
2024
2023
1.
Convenience stores
17.0%
16.4%
2.
Automotive service
16.9%
15.6%
3.
Restaurants – limited service
8.4%
8.5%
4.
Restaurants – full service
7.8%
8.7%
5.
Family entertainment centers
7.2%
6.4%
6.
Recreational vehicle dealers, parts and accessories
5.1%
4.6%
7.
Theaters
4.0%
4.1%
8.
Health and fitness
3.9%
4.5%
9.
Equipment rental
3.2%
3.0%
10.
Wholesale clubs
2.4%
2.5%
11.
Automotive parts
2.4%
2.5%
12.
Drug stores
2.2%
2.4%
13.
Home improvement
2.1%
2.2%
14.
Medical service providers
1.7%
1.7%
15.
General merchandise
1.4%
1.4%
16.
Furniture
1.3%
2.0%
17.
Pet supplies and services
1.3%
1.1%
18.
Consumer electronics
1.3%
1.4%
19.
Travel plazas
1.2%
1.3%
20.
Home furnishings
1.1%
1.3%

Other
8.1%
8.4%
100.0%
100.0%
Based on annualized base rent for all leases in place on each respective date.
(1)
$860,562,000 as of December 31, 2024.
(2)
$818,749,000 as of December 31, 2023.

33
The following table summarizes the diversification of the Property Portfolio by state as of December 31, 2024:
State
# of
Properties
% of Annual
Base Rent(1)
1.
Texas
575
18.8%
2.
Florida
276
8.7%
3.
Illinois
167
5.1%
4.
Georgia
175
4.5%
5.
Ohio
193
4.2%
6.
Tennessee
153
3.8%
7.
North Carolina
161
3.7%
8.
Indiana
149
3.6%
9.
Arizona
81
3.2%
10.
Virginia
118
3.2%
Other
1,520
41.2%
3,568
100.0%
(1)
Based on the annualized base rent for all leases in place as of
December 31, 2024.
Property Acquisitions. The following table summarizes the Property acquisitions for each of the years ended December 31
(dollars in thousands):
2024
2023
Acquisitions:
Number of Properties
75
165
Gross leasable area (square feet)(1)
1,486,000
1,281,000
Cap rate(2)
7.7 %
7.3 %
Total dollars invested(3)
$
565,416
$
819,710
(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 year.
NNN typically funds Property acquisitions either through borrowings under NNN's Credit Facility (as defined in "Capital
Structure – Line of Credit Payable"), by issuing its debt or equity securities in the capital markets, with undistributed funds
from operations or with proceeds from the sale of Properties.
Property Dispositions. The following table summarizes the properties sold by NNN for each of the years ended December 31
(dollars in thousands):
2024
2023
Number of properties
41
45
Gross leasable area (square feet)
849,000
293,000
Net sales proceeds
$
148,658
$
115,716
Net gain on disposition of real estate
$
42,290
$
47,485
Cap rate(1)
7.3 %
5.9 %
(1)
The cap rate is a weighted average of properties occupied at disposition, calculated as the cash annual base
rent divided by the total gross proceeds received for the properties.
NNN typically uses the disposition proceeds to either pay down the Credit Facility or reinvest in real estate.

34
Analysis of Revenues
The following summarizes NNN's revenues for each of the years ended December 31 (dollars in thousands):
2024
2023
2024
Versus
2023
Rental Revenues(1)
$
848,657
$
807,327
5.1 %
Real estate expenses reimbursed from tenants
18,811
18,763
0.3 %
Rental income
867,468
826,090
5.0 %
Interest and other income from real estate transactions
1,798
2,021
(11.0 )%
Total revenues
$
869,266
$
828,111
5.0 %
(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 year ended December 31, 2024, as compared to the same period in 2023. The
increase is primarily due to the Rental Revenues from NNN's recent Property acquisitions (see "Results of Operations –
Property Analysis – Property Acquisitions").
Analysis of Expenses
The following summarizes NNN's expenses for the year ended December 31 (dollars in thousands):
2024
2023
2024
Versus
2023
General and administrative
$
44,287
$
43,746
1.2 %
Real estate:
Reimbursed from tenants
18,811
18,763
0.3 %
Non-reimbursed
13,506
9,615
40.5 %
Total real estate
32,317
28,378
13.9 %
Depreciation and amortization
249,681
238,625
4.6 %
Leasing transaction costs
99
299
(66.9 )%
Impairment losses – real estate, net of recoveries
6,632
5,990
10.7 %
Executive retirement costs
668
3,454
(80.7 )%
Total operating expenses
$
333,684
$
320,492
4.1 %
Interest and other income
$
(2,980 )
$
(1,134 )
162.8 %
Interest expense
184,017
163,898
12.3 %
Total other expenses
$
181,037
$
162,764
11.2 %
As a percentage of total revenues:
General and administrative
5.1 %
5.3 %
Non-reimbursed real estate
1.6 %
1.2 %

35
Real Estate. Total real estate expenses increased for the year ended December 31, 2024, as compared to the same period in
2023. NNN focuses on non-reimbursed real estate expenses (total real estate expenses, net of reimbursements from tenants).
These expenses are typically attributable to (i) Properties for which the lease terms do not obligate the tenant to pay certain
operating expenses or (ii) vacant Properties. Non-reimbursed real estate expenses increased in amount and as a percentage
of total revenues for the year ended December 31, 2024 as compared to the same period in 2023 primarily due to a minor
increase in the number of vacant properties.
Depreciation and Amortization. Depreciation and amortization expenses increased in amount for the year ended
December 31, 2024, as compared to the same period in 2023. The increase is primarily attributable to the increase in NNN's
Property Portfolio from recent acquisitions (see "Results of Operations – Property Analysis – Property Acquisitions"), and is
partially offset by recent dispositions (see "Results of Operations – Property Analysis – Property Dispositions").
Impairment Losses – Real Estate, Net of Recoveries. As a result of NNN's review of long-lived real estate assets, including
identifiable intangible assets, NNN recognized real estate impairments, net of recoveries for the years ended December 31,
2024 and 2023, which were less than one percent of NNN's total assets for the respective years as reported on the
Consolidated Balance Sheets. Due to NNN's core business of investing in real estate leased primarily to retail tenants under
long-term net leases, the inherent risks of owning commercial real estate, 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. In addition, in January 2024, the former Executive Vice President, General Counsel and Secretary retired from
employment as previously announced in November 2023. During the years ended December 31, 2024 and 2023, NNN
recorded executive retirement costs in connection with the long-term incentive compensation related to these retirement
and transition agreements.
Interest Expense. Interest expense increased for the year ended December 31, 2024, compared to the same period in 2023.
The following represents the primary changes in fixed rate long-term debt that impacted interest expense (dollars in
thousands):
Transaction
Effective Date
Principal
Stated
Rate
Original
Maturity
Issuance 2033 Notes
August 2023
$
500,000
5.600%
October 2033
Issuance 2034 Notes
May 2024
500,000
5.500%
June 2034
Redemption 2024 Notes
June 2024
(350,000)
3.900%
June 2024
The increase in interest expense was partially offset by the Credit Facility having a weighted average outstanding balance of
$60,775,000 with a weighted average interest rate of 6.25% for the year ended December 31, 2024, compared to a weighted
average outstanding balance of $169,620,000 with a weighted average interest rate of 5.86% for the year ended December
31, 2023.

36
Impact of Inflation
NNN's leases typically contain provisions to mitigate the adverse impact of inflation on NNN's results of operations. Tenant
leases generally provide for limited increases in rent as a result of fixed increases, capped increases in the Consumer Price
Index, and/or, to a lesser extent, increases in the tenant's sales volume. As a result of limitations on rent increases, during
times when inflation is high, rent increases may not meet or exceed the rate of inflation.
Properties are leased to tenants under long-term triple-net leases which typically require the tenant to pay certain operating
expenses for a Property, thus, NNN's exposure to inflation is reduced with respect to these expenses. Inflation may have an
adverse impact on NNN's tenants and challenge their ability to meet lease obligations, including to pay rent. See "Item 1A.
Risk Factors."
Liquidity and Capital Resources
NNN's demand for funds has been and will continue to be primarily for (i) payment of operating expenses and dividends, (ii)
property acquisitions and construction commitments, (iii) capital expenditures, (iv) payment of principal and interest on its
outstanding debt, and (v) other investments.
Financing Strategy. NNN's financing objective is to manage its capital structure effectively in order to provide sufficient
capital to execute its operating and investing strategies while servicing its debt requirements, maintaining its investment
grade credit rating, staggering debt maturities and providing value to NNN's stockholders. NNN's capital resources have and
will continue to include, if available (i) proceeds from issuing debt or equity in the capital markets; (ii) secured or unsecured
borrowings from banks or other lenders; (iii) proceeds from the sale of Properties; and (iv) to a lesser extent, by internally
generated funds as well as undistributed funds from operations. However, there can be no assurance that additional
financing or capital will be available, or that the terms will be acceptable or advantageous to NNN.
NNN typically expects to fund both its short-term and long-term liquidity requirements, including investments in additional
properties, with cash and cash equivalents, cash provided from operations, borrowings from NNN's Credit Facility or proceeds
from the sale of Properties. As of December 31, 2024, NNN had $9,062,000 of cash, cash equivalents and restricted cash or
cash held in escrow and $1,200,000,000 was available for future borrowings under the Credit Facility. NNN may also fund
liquidity requirements with new debt or equity issuances, although newly issued debt may be at higher interest rates than the
rates on NNN's existing outstanding debt. NNN has the ability to limit future property acquisitions and strategically increase
property dispositions. NNN expects these sources of liquidity and the discretionary nature of its property acquisition funding
needs will allow NNN to meet its financial obligations over the long term.
As of December 31, 2024, NNN's ratio of total debt, none of which was secured debt, to total gross assets (before
accumulated depreciation and amortization) was approximately 40 percent. The ratio of total debt to total market
capitalization was approximately 37 percent. Certain financial agreements to which NNN is a party contain covenants that
limit NNN's ability to incur additional debt under certain circumstances. The organizational documents of NNN do not limit
the absolute amount or percentage of debt that NNN may incur.

37
Cash Flows. NNN had $9,062,000 of cash, cash equivalents and restricted cash, of which $331,000 was restricted cash or cash
held in escrow at December 31, 2024. The table below summarizes NNN's cash flows for each of the years ended December
31 (dollars in thousands):
2024
2023
Cash, cash equivalents and restricted cash:
Provided by operating activities
$
635,504
$
612,410
Used in investing activities
(424,336 )
(680,660 )
Provided by (used in) financing activities
(207,261 )
66,627
Increase (decrease) in cash, cash equivalents and restricted cash
3,907
(1,623 )
Cash, cash equivalents and restricted cash at the beginning of the year
5,155
6,778
Cash, cash equivalents and restricted cash at the end of the year
$
9,062
$
5,155
Cash flow activities include:
Operating Activities. Cash provided by operating activities represents cash received primarily from rental income less
cash used for general and administrative and interest expenses. NNN's cash flow from operating activities has been
sufficient to pay the distributions for each year presented. The change in cash provided by operations for the years
ended December 31, 2024 and 2023, is primarily the result of changes in revenues and expenses as discussed in
“Results of Operations.” Cash generated from operations is expected to fluctuate in the future.
Investing Activities. Changes in cash for investing activities are primarily attributable to acquisitions and dispositions of
Properties as discussed in "Results of Operations - Property Analysis." NNN typically uses cash on hand, borrowings
from its Credit Facility or proceeds from the sale of Properties to fund the acquisition of its Properties.
Financing Activities. NNN's financing activities for the year ended December 31, 2024, included the following significant
transactions:
•
$132,000,000 in net repayments of NNN's Credit Facility,
•
$489,390,000 in net proceeds from the issuance in May of the 5.500% notes payable due in June 2034,
•
$350,000,000 payment in June for the redemption of the 3.900% notes payable due in June 2024,
•
$211,619,000 from the issuance of 4,652,100 shares of common stock in connection with the at-the-market
equity program ("ATM"),
•
$2,634,000 from the issuance of 64,654 shares of common stock in connection with the Dividend
Reinvestment and Stock Purchase Plan (“DRIP”), and
•
$420,239,000 in dividends paid to common stockholders.

38
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 presents material cash requirements related to NNN's long-term obligations outstanding as of December 31, 2024
(see "Capital Structure") (dollars in thousands):
Date of Obligation
Total
2025
2026
2027
2028
2029
Thereafter
Long-term debt(1)
$ 4,450,000
$ 400,000
$ 350,000
$ 400,000
$ 400,000
$
—
$ 2,900,000
Long-term debt – interest(2)
2,062,506
176,250
161,725
146,733
132,067
118,450
1,327,281
Total contractual cash obligations
$ 6,512,506
$ 576,250
$ 511,725
$ 546,733
$ 532,067
$ 118,450
$ 4,227,281
(1)
Includes only principal amounts outstanding under notes payable and excludes unamortized note discounts and debt costs.
(2)
Interest calculation on notes payable based on stated rate of the principal amount.
Property Construction. NNN has committed to fund construction of 15 Properties. The improvements of such Properties are
estimated to be completed within 12 to 18 months. These construction commitments, at December 31, 2024, are outlined in
the table below (dollars in thousands):
Total commitment(1)
$
165,550
Less amount funded
(116,767)
Remaining commitment
$
48,783
(1)
Includes land, construction costs, tenant improvements, lease costs, capitalized
interest and third-party costs.
Management anticipates satisfying these obligations with a combination of NNN's cash provided from operations, current
capital resources on hand, its Credit Facility, debt or equity financings and property dispositions.
Properties. Typically, the Properties are leased under long-term triple-net leases, which require the tenant to pay all utilities
and real estate taxes and assessments, to maintain the interior and exterior of the Property, and to carry property and liability
insurance coverage. Therefore, management anticipates that capital demands to meet obligations with respect to these
Properties will be modest for the foreseeable future and can be met with funds from operations and working capital. Certain
Properties are subject to leases under which NNN retains responsibility for specific costs and expenses associated with the
Property. Management anticipates the costs associated with these Properties, NNN's vacant Properties or those Properties
that become vacant will also be met with funds from operations and working capital. NNN may be required to borrow under
its Credit Facility or use other sources of capital in the event of significant capital expenditures or major repairs.
The lost revenues and increased property expenses resulting from vacant Properties or the inability to collect lease payments
could have a material adverse effect on the liquidity and results of operations if NNN is unable to re-lease the Properties at
comparable rental rates and in a timely manner.
As of December 31, 2024, NNN owned 54 vacant, un-leased Properties which accounted for less than two percent of total
Properties and approximately two percent of aggregate gross leasable area held in the Property Portfolio.

39
Additionally, as of January 31, 2025, less than one percent of total annualized base rent, less than one percent of total
Properties, and less than one percent of aggregate gross leasable area held in the Property Portfolio, was leased to three
tenants currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, these tenants have the right to
reject or affirm their leases with NNN.
NNN generally monitors the financial performance of its significant tenants on an ongoing basis.
Dividends. One of NNN's primary objectives is to distribute a substantial portion of its funds available from operations to its
stockholders in the form of dividends, while retaining sufficient cash for reserves and working capital purposes and
maintaining its status as a REIT.
The following table outlines the dividends declared and paid for NNN's common stock for the years ended December 31
(dollars in thousands, except per share data):
2024
2023
Dividends
$
420,239
$
404,458
Per share
2.290
2.230
The following table presents the characterizations for tax purposes of NNN's common stock dividends for the years ended
December 31:
2024
2023
Ordinary dividends(1)
$
2.286498
99.8471 %
$
2.192636
98.3245 %
Nontaxable distributions
0.003502
0.1529 %
0.037364
1.6755 %
$
2.290000
100.0000 %
$
2.230000
100.0000 %
(1) Eligible for the 20% qualified business income deduction under section 199A of the Internal Revenue Code
of 1986, as amended (the "Code").
On January 14, 2025, NNN declared a dividend of $0.580 per share, payable February 14, 2025, to its common stockholders of
record as of January 31, 2025.
Capital Structure
NNN has used, and expects to use in the future, various forms of debt and equity securities primarily to fund property
acquisitions and construction on its Properties and to pay down or refinance its outstanding debt.
The following is a summary of NNN's total outstanding debt as of December 31 (dollars in thousands):
2024
Percentage
of Total
2023
Percentage
of Total
Line of credit payable
$
—
—%
$
132,000
3.0%
Notes payable
4,373,803
100.0%
4,228,544
97.0%
Total outstanding debt
$
4,373,803
100.0%
$
4,360,544
100.0%

40
Line of Credit Payable. In April 2024, NNN amended and restated its credit agreement to increase borrowing capacity under
its unsecured revolving credit facility from $1,100,000,000 to $1,200,000,000 and amended certain other terms under the
former revolving credit facility (as the context requires, the previous and new credit facility, the "Credit Facility"). The Credit
Facility had a weighted average outstanding balance of $60,775,000 and a weighted average interest rate of 6.25% during the
year ended December 31, 2024. The Credit Facility has a base interest rate of the Secured Overnight Financing Rate ("SOFR")
plus a SOFR adjustment of 10 basis points ("Adjusted SOFR"). The Credit Facility bears interest at Adjusted SOFR plus 77.5
basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating.
Additionally, as part of NNN's environmental, social and governance ("ESG") initiative, pricing may be reduced if specified ESG
metrics are achieved. The Credit Facility matures in April 2028, unless the Company exercises its options to extend maturity to
April 2029. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to
$2,000,000,000, subject to lender approval. In connection with the Credit Facility, loan costs are classified as debt costs on the
Consolidated Balance Sheet. As of December 31, 2024, there was no outstanding balance and $1,200,000,000 was available
for future borrowings under the Credit Facility.
In accordance with the terms of the Credit Facility, NNN is required to meet certain restrictive financial covenants, which,
among other things, require NNN to maintain certain (i) leverage ratios, (ii) debt service coverage, (iii) cash flow coverage, and
(iv) investment limitations. At December 31, 2024, NNN was in compliance with those covenants. In the event that NNN
violates any of these restrictive financial covenants, it could cause the debt under the Credit Facility to be accelerated and
may impair NNN's access to the debt and equity markets and limit NNN's ability to pay dividends to its stockholders, each of
which would likely have a material adverse impact on NNN's financial condition and results of operations.
Universal Shelf Registration Statement. In August 2023, NNN filed a shelf registration statement with 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 of 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 supplements, or other offering materials, at the time of any
offering.

41
Debt Securities – Notes Payable. Each of NNN's outstanding series of unsecured notes is summarized in the table below
(dollars in thousands):
Notes(1)
Issue Date
Principal
Discount(2)
Net
Price
Stated
Rate
Effective
Rate(3)
Maturity Date
2025
October 2015
$
400,000
$
964
$
399,036
4.000%
4.029%
November 2025(4)(5)
2026
December 2016
350,000
3,860
346,140
3.600%
3.733%
December 2026(4)
2027
September 2017
400,000
1,628
398,372
3.500%
3.548%
October 2027(4)
2028
September 2018
400,000
2,848
397,152
4.300%
4.388%
October 2028(4)
2030
March 2020
400,000
1,288
398,712
2.500%
2.536%
April 2030
2033
August 2023
500,000
11,620
488,380
5.600%
5.905%
October 2033
2034
May 2024
500,000
6,160
493,840
5.500%
5.662%
June 2034
2048
September 2018
300,000
4,239
295,761
4.800%
4.890%
October 2048
2050
March 2020
300,000
6,066
293,934
3.100%
3.205%
April 2050
2051
March 2021
450,000
8,406
441,594
3.500%
3.602%
April 2051
2052
September 2021
450,000
10,422
439,578
3.000%
3.118%
April 2052
(1)
The proceeds from each note issuance were used to (i) pay down the outstanding balance on NNN's Credit Facility, (ii) redeem notes
payable prior to maturity, (iii) redeem outstanding preferred stock, (iv) fund future property acquisitions, and/or (v) for general
corporate purposes.
(2)
The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest
method.
(3)
Includes the effects of the discount at issuance.
(4)
The aggregate principal balance of the unsecured note maturities for the next five years is $1,550,000.
(5)
NNN plans to use proceeds from the Credit Facility and/or potential debt or equity offerings to repay the outstanding debt.
NNN entered into forward starting swaps which hedged the risk of changes in forecasted interest payments on the forecasted
issuance of long-term debt. Upon the issuance of a series of unsecured notes, NNN terminated such derivatives as outlined in
the following table (dollars in thousands):
Notes
Terminated
Description
Aggregate
Notional
Amount
Liability (Asset)
Fair Value
When
Terminated (1)
Fair Value
Deferred In
Other
Comprehensive
Income(2)
2025
October 2015
Four forward starting swaps
$
300,000
$
13,369
$
13,369
2026
December 2016
Two forward starting swaps
180,000
(13,352)
(13,345)
2027
September 2017
Two forward starting swaps
250,000
7,690
7,688
2028
September 2018
Two forward starting swaps
250,000
(4,080)
(4,080)
2030
March 2020
Three forward starting swaps
200,000
13,141
13,141
2052
September 2021
Two forward starting swaps
120,000
1,584
1,584
(1)
The deferred liability (asset) is being amortized over the term of the respective notes using the effective interest method.
(2)
The amount reported in accumulated other comprehensive income will be reclassified to interest expense as interest payments are
made on the related notes payable.
Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured debt of NNN.
NNN may redeem each series of notes, in whole or in part, at any time prior to the par call date for the notes at the
redemption price as set forth in the applicable supplemental indenture relating to the notes; provided, however, that if NNN
redeems the notes on or after the par call date, the redemption price will equal 100 percent of the principal amount of the
notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.

42
In connection with the outstanding note offerings, NNN incurred debt issuance costs totaling $43,820,000 consisting primarily
of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses. Debt
issuance costs for all note issuances have been deferred and presented as a reduction to notes payable and are being
amortized over the term of the respective notes using the effective interest method.
In accordance with the terms of the indentures pursuant to which NNN's notes have been issued, NNN is required to meet
certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios, and (ii)
certain interest coverage. At December 31, 2024, NNN was in compliance with those covenants. NNN's failure to comply with
certain of its debt covenants could result in defaults that accelerate the payment under such debt and limit the dividends paid
to NNN's stockholders which would likely have a material adverse impact on NNN's financial condition and results of
operations. In addition, these defaults could impair its access to the debt and equity markets.
NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as
hedges. NNN had no derivative financial instruments outstanding at December 31, 2024.
Equity Securities
At-The-Market Offerings. NNN has established an ATM which allows NNN to sell shares of common stock from time to time.
The following table outlines NNN's ATM:
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 December 31, 2024
4,652,100
7,722,511
The following table outlines the common stock issuances pursuant to NNN's ATM for the years ended December 31 (dollars in
thousands, except per share data):
2024
2023
Shares of common stock
4,652,100
650,135
Average price per share (net)
$
45.49
$
43.52
Net proceeds
$
211,619
$
28,292
Stock issuance costs(1)
$
3,242
$
858
(1)
Stock issuance costs consist primarily of underwriters' and agent's fees and commissions, and legal
and accounting fees.
Dividend Reinvestment and Stock Purchase Plan. In February 2024, NNN filed a shelf registration statement for its DRIP with
the Commission that was automatically effective, and permits NNN to issue up to 4,000,000 shares of common stock. NNN's
DRIP provides an economical and convenient way for current stockholders and other interested new investors to invest in
NNN's common stock. The following outlines the common stock issuances pursuant to NNN's DRIP for the years ended
December 31 (dollars in thousands):
2024
2023
Shares of common stock
64,654
76,229
Net proceeds
$
2,634
$
3,082

43
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
NNN is exposed to interest rate risk primarily as a result of its variable rate Credit Facility and its fixed rate long-term debt
which is used to finance NNN's Property acquisitions and development activities, as well as for general corporate purposes.
NNN's interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and
to lower its 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 December 31, 2024, NNN had
no outstanding derivatives.
As of December 31, 2024, NNN's variable rate Credit Facility had no outstanding balance. For the year ended December 31,
2024, the Credit Facility had a weighted average outstanding balance of $60,775,000 and a weighted average interest rate of
6.25% compared to a weighted average outstanding balance of $169,620,000 and a weighted average interest rate of 5.86%
for 2023.
The information in the table below summarizes NNN's market risks associated with its outstanding debt obligations. The table
presents, by year of expected maturity, principal payments and related interest rates for debt obligations outstanding as of
December 31, 2024. The table incorporates only those debt obligations that existed as of December 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 ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise
during the period, NNN's hedging strategies at that time and interest rates. If interest rates on NNN's variable rate debt
increased by one percent, NNN's interest expense would have increased by less than one percent for the year ended
December 31, 2024.
Debt Obligations(1) (dollars in thousands)
Variable Rate Debt
Fixed Rate Debt
Credit Facility
Unsecured Debt(2)
Debt
Obligation
Weighted
Average
Interest Rate
Principal
Debt
Obligation
Effective
Interest
Rate
2025
$
—
—
$
400,000
4.03%
2026
—
—
350,000
3.73%
2027
—
—
400,000
3.55%
2028
—
—
400,000
4.39%
2029
—
—
—
—
Thereafter
—
—
2,900,000
4.22% (3)
Total
$
—
—
$
4,450,000
4.12%
Fair Value:
December 31, 2024
$
—
$
3,894,030
December 31, 2023
$
132,000
$
3,801,367
(1)
NNN's unsecured debt obligations have a weighted average interest rate of 4.1% and a weighted average maturity of 12.1 years.
(2)
Includes NNN's notes payable, each exclude unamortized discounts and debt costs. The fair value is based upon quoted market prices
as of the close of the year, which is a Level 1 valuation since NNN's notes payable are publicly traded on the over-the-counter market.
(3)
Weighted average effective interest rate for years after 2029.

44
Item 8. Financial Statements and Supplementary Data
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of NNN REIT, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited NNN REIT, Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, NNN REIT, Inc. and subsidiaries (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated
statements of income and comprehensive income, equity and cash flows for each of the three years in the period ended
December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a) and our report
dated February 11, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

45
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP

Orlando, Florida

February 11, 2025

46
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of NNN REIT, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of NNN REIT, Inc. and subsidiaries (the Company) as of
December 31, 2024 and 2023, the related consolidated statements of income and comprehensive income, equity and cash
flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement
schedules listed in the Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31,
2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 11, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether
due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures
that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements,
taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.

47
Valuation of Real Estate Acquisitions
Description of the Matter
As discussed in Note 1 of the consolidated financial statements, real estate asset
acquisitions require allocation of consideration to the acquired tangible assets,
consisting of land, building and tenant improvements and, if applicable, to identified
intangible assets and liabilities, based on their respective fair values. For the year ended
December 31, 2024, the Company completed $411 million of real estate acquisitions
accounted for as asset acquisitions.
Auditing management’s measurement of fair values and allocation of consideration to
the acquired tangible assets was complex and involved subjectivity. In particular, the
fair value estimates are sensitive to significant assumptions, such as establishing a range
of relevant market assumptions for land, building and rent, and estimating where within
that range the acquired property falls. Establishing the market assumptions for land,
building and rent include identifying the relevant properties in the established range
most comparable to the acquired property. The position within the range is a
judgmental assumption that relies upon ranking comparable properties’ attributes from
most similar to least similar.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating
effectiveness of controls over the Company’s valuation of real estate acquisitions
process. For example, we tested controls over the review and selection of inputs and
assumptions used in the valuation estimates and the review of the final allocation of
value among the tangible assets acquired.
To test the estimated fair values of the Company’s acquired tangible assets, we
performed audit procedures that included, among others, reading the purchase
agreements, assessing management’s valuation techniques and testing the
completeness and accuracy of the underlying data used by the Company in its analysis.
For certain acquisitions, we involved our real estate valuation specialists to evaluate
management’s concluded ranges of values by benchmarking against comparable
properties. We also compared certain of management’s assumptions to current and
comparable industry information for land, building, building improvements and market
rents.

48
Impairment of Held and Used Real Estate Assets
Description of the Matter At December 31, 2024, held and used real estate assets were $8,746 million. As
discussed in Notes 1 and 2 of the consolidated financial statements, the Company
assesses held and used real estate assets for impairment when certain events or
changes in circumstances indicate the carrying amount of the asset may not be
recoverable through operations. When impairment indicators are determined to be
present, the Company first performs a recoverability test by comparing the
undiscounted future cash flows of the real estate asset to the net carrying value. If the
undiscounted cash flows used in the test for recoverability are less than the carrying
amount of the asset, the Company determines the fair value of the real estate asset and
recognizes an impairment loss if the carrying amount of the asset exceeds its fair value.

Auditing management’s evaluation of held and used real estate assets for impairment
was complex and involved subjectivity due to the significant estimation required to
determine the undiscounted future cash flows of held and used assets where
impairment indicators were determined to be present and the fair value for those
properties in which the net carrying value of the asset exceeds its undiscounted cash
flows. In particular, future cash flow estimates were sensitive to the assumptions made
by management regarding future market rents, which are affected by expectations
about future market and economic conditions.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating
effectiveness of controls over the Company’s impairment of held and used real estate
assets process. For example, we tested controls over management’s review of the
market rent assumption.
To test the Company’s impairment assessment over held and used real estate assets,
our audit procedures included, among others, assessing the methodologies used by
management, testing the market rent assumption used to develop the estimates of
future cash flows, and testing the completeness and accuracy of the underlying data
used by the Company in its analysis. We evaluated the historical accuracy of the
Company’s estimates by performing a historical look back on market rent assumptions.
For certain properties, we involved our real estate valuation specialists to evaluate
management’s market rent assumptions by benchmarking against comparable
properties.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2006.
Orlando, Florida
February 11, 2025

NNN REIT, INC.
and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
49
ASSETS
December 31,
2024
December 31,
2023
Real estate portfolio, net of accumulated depreciation and amortization
$
8,746,168
$
8,535,851
Cash and cash equivalents
8,731
1,189
Restricted cash and cash held in escrow
331
3,966
Receivables, net of allowance of $617 and $669, respectively
2,975
3,649
Accrued rental income, net of allowance of $4,156 and $4,168, respectively
34,005
34,611
Debt costs, net of accumulated amortization of $27,002 and $23,952, respectively
8,958
3,243
Other assets
71,560
79,459
Total assets
$
8,872,728
$
8,661,968
LIABILITIES AND EQUITY
Liabilities:
Line of credit payable
$
—
$
132,000
Notes payable, net of unamortized discount and unamortized debt costs
4,373,803
4,228,544
Accrued interest payable
29,699
34,374
Other liabilities
106,951
109,593
Total liabilities
4,510,453
4,504,511
Commitments and contingencies (Note 11)
Equity:
Stockholders' equity:
Common stock, $0.01 par value. Authorized 375,000,000 shares; 187,540,929 and
182,474,770 shares issued and outstanding, respectively
1,877
1,826
Capital in excess of par value
5,197,644
4,971,625
Accumulated deficit
(829,287)
(805,883)
Accumulated other comprehensive income (loss)
(7,959)
(10,111)
Total equity
4,362,275
4,157,457
Total liabilities and equity
$
8,872,728
$
8,661,968
See accompanying notes to consolidated financial statements.

NNN REIT, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(dollars in thousands, except per share data)
50
Year Ended December 31,
2024
2023
2022
Revenues:
Rental income
$
867,468
$
826,090
$
771,618
Interest and other income from real estate transactions
1,798
2,021
1,435
869,266
828,111
773,053
Operating expenses:
General and administrative
44,287
43,746
41,695
Real estate
32,317
28,378
26,281
Depreciation and amortization
249,681
238,625
223,834
Leasing transaction costs
99
299
320
Impairment losses – real estate, net of recoveries
6,632
5,990
8,309
Executive retirement costs
668
3,454
7,520
333,684
320,492
307,959
Gain on disposition of real estate
42,290
47,485
17,443
Earnings from operations
577,872
555,104
482,537
Other expenses (revenues):
Interest and other income
(2,980)
(1,134)
(149)
Interest expense
184,017
163,898
148,065
181,037
162,764
147,916
Net earnings
396,835
392,340
334,621
Loss attributable to noncontrolling interests
—
—
5
Net earnings attributable to stockholders
$
396,835
$
392,340
$
334,626
Net earnings per share:
Basic
$
2.16
$
2.16
$
1.89
Diluted
$
2.15
$
2.16
$
1.89
Weighted average shares outstanding:
Basic
183,688,562
181,200,040
176,403,656
Diluted
184,043,841
181,689,723
177,067,865
Other comprehensive income:
Net earnings attributable to stockholders
$
396,835
$
392,340
$
334,626
Amortization of interest rate hedges
2,152
2,471
2,374
Comprehensive income attributable to stockholders
398,987
394,811
337,000
Comprehensive loss attributable to noncontrolling interests
—
—
(5)
Total comprehensive income
$
398,987
$
394,811
$
336,995
See accompanying notes to consolidated financial statements.

NNN REIT, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
Years Ended December 31, 2024, 2023 and 2022
(dollars in thousands, except per share data)
51
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
—
—
334,626
—
334,626
(5)
334,621
Dividends declared and paid:
$2.160 per share of common stock
—
2,765
(380,538)
—
(377,773)
—
(377,773)
Issuance of common stock:
33,013 shares – director compensation
—
1,244
—
—
1,244
—
1,244
7,235 shares – stock purchase plan
—
317
—
—
317
—
317
5,473,072 shares – ATM equity program
55
250,835
—
—
250,890
—
250,890
232,551 restricted shares – net of forfeitures
3
(3)
—
—
—
—
—
Stock issuance costs
—
(3,761)
—
—
(3,761)
—
(3,761)
Amortization of deferred compensation
—
14,205
—
—
14,205
—
14,205
Amortization of interest rate hedges
—
—
—
2,374
2,374
—
2,374
Distributions to noncontrolling interests
—
—
—
—
—
(278)
(278)
Other
—
(282)
—
—
(282)
282
—
Balances at December 31, 2022
$
1,815
$
4,928,034
$
(793,765)
$
(12,582)
$
4,123,502
$
—
$
4,123,502
See accompanying notes to consolidated financial statements.

NNN REIT, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Years Ended December 31, 2024, 2023 and 2022
(dollars in thousands, except per share data)
52
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
Net earnings
—
—
392,340
—
392,340
Dividends declared and paid:
$2.230 per share of common stock
1
2,897
(404,458)
—
(401,560)
Issuance of common stock:
34,254 shares – director compensation
—
1,128
—
—
1,128
6,651 shares – stock purchase plan
—
280
—
—
280
650,135 shares – ATM equity program
7
29,143
—
—
29,150
275,317 restricted shares – net of forfeitures
3
(3)
—
—
—
Stock issuance costs
—
(954)
—
—
(954)
Amortization of deferred compensation
—
11,100
—
—
11,100
Amortization of interest rate hedges
—
—
—
2,471
2,471
Balances at December 31, 2023
$
1,826
$
4,971,625
$
(805,883)
$
(10,111)
$
4,157,457
See accompanying notes to consolidated financial statements.

NNN REIT, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED
Years Ended December 31, 2024, 2023 and 2022
(dollars in thousands, except per share data)
53
Common
Stock
Capital in
Excess of
Par Value
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
Total Equity
Balances at December 31, 2023
$
1,826
$
4,971,625
$
(805,883)
$
(10,111)
$
4,157,457
Net earnings
—
—
396,835
—
396,835
Dividends declared and paid:
$2.290 per share of common stock
1
2,543
(420,239)
—
(417,695)
Issuance of common stock:
36,614 shares – director compensation
—
1,279
—
—
1,279
4,060 shares – stock purchase plan
—
176
—
—
176
4,652,100 shares – ATM equity program
47
214,814
—
—
214,861
342,675 restricted shares – net of forfeitures
3
(3)
—
—
—
Stock issuance costs
—
(3,328)
—
—
(3,328)
Amortization of deferred compensation
—
10,538
—
—
10,538
Amortization of interest rate hedges
—
—
—
2,152
2,152
Balances at December 31, 2024
$
1,877
$
5,197,644
$
(829,287)
$
(7,959)
$
4,362,275
See accompanying notes to consolidated financial statements.

NNN REIT, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
54
Year Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Net earnings
$
396,835
$
392,340
$
334,621
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization
249,681
238,625
223,834
Impairment losses – real estate, net of recoveries
6,632
5,990
8,309
Amortization of notes payable discount
2,926
2,074
1,691
Amortization of debt costs
5,993
4,943
4,734
Amortization of mortgages payable premium
—
(21)
(87)
Amortization of interest rate hedges
2,152
2,471
2,374
Gain on disposition of real estate
(42,290)
(47,485)
(17,443)
Performance incentive plan expense
12,835
13,375
17,330
Performance incentive plan payment
(1,274)
(916)
(103)
Change in operating assets and liabilities, net of assets acquired
and liabilities assumed:
Decrease (increase) in receivables
674
(853)
358
Decrease (increase) in accrued rental income
(294)
(7,453)
3,559
Decrease (increase) in other assets
(190)
243
424
Increase (decrease) in accrued interest payable
(4,675)
10,548
(97)
Increase (decrease) in other liabilities
6,581
(1,550)
(1,217)
Other
(82)
79
68
Net cash provided by operating activities
635,504
612,410
578,355
Cash flows from investing activities:
Proceeds from the disposition of real estate
149,834
116,334
66,962
Additions to real estate
(572,874)
(795,791)
(842,872)
Principal payments received on mortgages and notes receivable
599
559
521
Other
(1,895)
(1,762)
(2,242)
Net cash used in investing activities
(424,336)
(680,660)
(777,631)
See accompanying notes to consolidated financial statements.

NNN REIT, INC.
and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED
(dollars in thousands)
55
Year Ended December 31,
2024
2023
2022
Cash flows from financing activities:
Proceeds from line of credit payable
$
545,500
$
872,500
$
688,000
Repayment of line of credit payable
(677,500 )
(906,700 )
(521,800 )
Repayment of mortgages payable
—
(9,947 )
(664 )
Proceeds from notes payable
493,840
488,380
—
Repayment of notes payable
(350,000 )
—
—
Payment of debt issuance costs
(13,127 )
(4,510 )
(199 )
Proceeds from issuance of common stock
217,581
32,328
253,972
Stock issuance costs
(3,316 )
(966 )
(3,761 )
Payment of common stock dividends
(420,239 )
(404,458 )
(380,538 )
Noncontrolling interest distributions
—
—
(278 )
Net cash provided by (used in) financing activities
(207,261 )
66,627
34,732
Net increase (decrease) in cash, cash equivalents and restricted cash
3,907
(1,623 )
(164,544 )
Cash, cash equivalents and restricted cash at beginning of year(1)
5,155
6,778
171,322
Cash, cash equivalents and restricted cash at end of year(1)
$
9,062
$
5,155
$
6,778
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized
$
183,426
$
148,169
$
140,331
Supplemental disclosure of noncash investing and financing activities:
Change in other comprehensive income
$
2,152
$
2,471
$
2,374
Right-of-use asset recorded in connection with lease liability
$
—
$
6,401
$
—
Change in work in progress accrual
$
(7,458 )
$
23,103
$
4,468
(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
Consolidated Balance Sheets. As of December 31, 2024, 2023 and 2022, NNN had restricted cash of $331, $3,966 and $4,273, respectively.
See accompanying notes to consolidated financial statements.

56
NNN REIT, INC.
and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2024, 2023 and 2022
Note 1 – Organization and Summary of Significant Accounting Policies:
Organization and Nature of Business. NNN REIT, Inc., a Maryland corporation, is a fully integrated real estate investment
trust ("REIT") formed in 1984. The term "NNN" or the "Company" refers to NNN REIT, Inc. and all of its consolidated
subsidiaries. NNN may elect to treat certain of its subsidiaries as taxable REIT 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").
December 31,
2024
Property Portfolio:
Total Properties
3,568
Gross leasable area (square feet) (unaudited)
36,557,000
States
49
Weighted average remaining lease term (years)
10
In accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidance
included in Topic 280, Segment Reporting, NNN's operations are reported within one reportable segment in the 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. Additional disclosure in "Note 9 – Segment
Information."
Principles of Consolidation. NNN's consolidated financial statements include the accounts of each of the respective majority
owned and controlled affiliates, including transactions whereby NNN has been determined to be the primary beneficiary in
accordance with the FASB ASC guidance included in Topic 810, Consolidation. All significant intercompany account balances
and transactions have been eliminated.
NNN consolidates certain joint venture development entities based upon either NNN being the primary beneficiary of the
respective variable interest entity or NNN having a controlling interest over the respective entity. NNN records a
noncontrolling interest for its non-NNN ownership of consolidated entities. As of December 31, 2024, NNN had no interest in
any variable interest entities.
Real Estate Portfolio. NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of
Properties developed or funded by NNN includes direct and indirect costs of construction, property taxes, interest, third-party
costs and other miscellaneous costs incurred during the development period until the project is substantially complete and
available for occupancy. For the years ended December 31, 2024, 2023 and 2022, NNN recorded $5,805,000, $4,286,000 and
$881,000, respectively, in capitalized interest during development.

57
Purchase Accounting for Acquisition of Real Estate. In accordance with the FASB ASC guidance on business combinations,
consideration for the real estate acquired is allocated to the acquired tangible assets, consisting of land, building and tenant
improvements and, if applicable, to identified intangible assets and liabilities, consisting of the value of above-market and
below-market leases and the value of in-place leases, as applicable, based on their respective fair values.
The fair value estimate is sensitive to significant assumptions, such as establishing a range of relevant market assumptions for
land, building and rent and where the acquired property falls within that range. These market assumptions for land, building
and rent use the most relevant comparable properties for an acquisition. The final value relies upon ranking comparable
properties' attributes from most to least similar.
The fair value of the tangible assets of an acquired property is determined by valuing the property as if it were vacant, and the
"as-if-vacant" value is then allocated to land, building and tenant improvements based on the determination of their fair
values.
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-
market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which
reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid
pursuant to the in-place leases, and (ii) management's estimate of fair market lease rates for the corresponding in-place
leases, measured over a period equal to the remaining term of the lease and the renewal option terms if it is probable that
the tenant will exercise options. The capitalized above-market lease values are amortized as a reduction of rental income over
the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to
rental income over the initial term unless the Company believes that it is likely that the tenant will renew the lease for an
option term whereby the Company amortizes the value attributable to the renewal over the renewal period.
The aggregate value of other acquired intangible assets, consisting of in-place leases, is valued by comparing the purchase
price paid for a property after adjusting for existing in-place leases to the estimated fair value of the property as-if-vacant,
determined as set forth above. This intangible asset is amortized to expense over the remaining non-cancelable periods of the
respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that
lease would be written off in that period. The value of tenant relationships is reviewed on individual transactions to
determine if future value was derived from the acquisition.
NNN completed $410,969,000 and $599,480,000 of real estate acquisitions during the year ended December 31, 2024 and
2023, respectively. Additionally, NNN invested $154,447,000 and $220,230,000 of work in progress and improvements during
the year ended December 31, 2024 and 2023, respectively.

58
Lease Accounting. NNN records its leases on the Property Portfolio in accordance with FASB ASC Topic 842, Leases ("ASC
842").
NNN's real estate is typically leased to tenants under triple-net leases, whereby the tenant is responsible for all operating
expenses relating to the Property, including utilities, real estate taxes and assessments, property and liability insurance,
maintenance, repairs and capital expenditures. The leases are accounted for using either the operating or the direct financing
method. Such methods are described below:
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.
Direct financing method – Properties with leases accounted for using the direct financing method are recorded at
their net investment (which at the inception of the lease generally represents the cost of the Property). Unearned
income is deferred and amortized into income over the lease terms so as to produce a constant periodic rate of
return on NNN's net investment in the leases.
NNN adopted certain practical expedients in ASC 842 and does not separate the non-lease components from the lease
components when the timing and patterns of transfer for the lease and non-lease components are the same and the lease is
classified as an operating lease. As a result, all income earned pursuant to tenant leases are reflected as one-line, rental
income, in the Consolidated Statements of Income and Comprehensive Income. In addition, NNN records right-of-use assets
and operating lease liabilities as lessee under operating leases in accordance with ASC 842.
Collectability. In accordance with ASC 842, NNN reviews the collectability of its lease payments on an ongoing basis. NNN
considers collectability indicators when analyzing accounts receivable (and accrued rent), historical bad debt levels, tenant
credit-worthiness and current economic trends, all of which assists in evaluating the probability of outstanding and future
rental income collections and the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are
analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy
claims.
When NNN deems the collection of rental income from a tenant not probable, uncollected and previously recognized rental
revenue and any related accrued rent are reversed as a reduction to rental income and, subsequently, rental income is only
recognized when cash receipts are received. At this point, a tenant is deemed cash basis for accounting purposes. If NNN
subsequently deems the collection of rental income is probable, any related accrued rental income or expense is restored.

59
As a result of the review of collectability, NNN recorded a write-off of $763,000 and $204,000 of outstanding receivables and
related accrued rent during the years ended December 31, 2024 and 2023, respectively, and reclassified certain tenants as
cash basis for accounting purposes. During the year ended December 31, 2022, no tenants were deemed as cash basis for
accounting purposes.
The following table summarizes those tenants classified as cash basis for accounting purposes as of December 31:
2024
2023
2022
Number of tenants
12
9
8
Cash basis tenants as a percent of:
Total Properties
2.5%
3.5%
5.0%
Total annual base rent(1)
4.3%
5.0%
7.0%
Total gross leasable area
4.5%
4.8%
6.6%
(1)
Based on annualized base rent for all leases in place on each respective date.
$860,562,000 as of December 31, 2024.
$818,749,000 as of December 31, 2023.
$771,984,000 as of December 31, 2022.
During the years ended December 31, 2024, 2023 and 2022, NNN recognized $39,495,000, $56,229,000 and $62,454,000,
respectively, of rental income from certain tenants for periods following their classification to cash basis for accounting
purposes.
During the years ended December 31, 2023 and 2022, one and three tenants, respectively, were reclassified to accrual basis
for accounting purposes due to their improved qualitative and/or quantitative credit factors. More information regarding the
reclassification in 2023 can be found in "Note 2 – Real Estate". The impact of the reclassification in 2022 was immaterial.
NNN includes an allowance for doubtful accounts in rental income on the Consolidated Statements of Income and
Comprehensive Income.
Real Estate – Held For Sale. Real estate held for sale is not depreciated and is recorded at the lower of cost or fair value, less
cost to sell. On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria
as outlined in FASB ASC Topic 360, Property, Plant and Equipment, including management's intent to commit to a plan to sell
the asset. NNN anticipates the disposition of Properties classified as held for sale to occur within 12 months. At December 31,
2024 and 2023, NNN had recorded real estate held for sale of $283,000 (two properties) and $4,573,000 (one property),
respectively, in real estate portfolio on the Consolidated Balance Sheets. The property classified as held for sale as of
December 31, 2023 was sold during the year ended December 31, 2024.
Real Estate Dispositions. When real estate is disposed, the related cost, accumulated depreciation or amortization and any
accrued rental income for operating leases and the net investment for direct financing leases are removed from the accounts,
and gains and losses from the dispositions are reflected in income. FASB ASC Topic 610-20, Gains and Losses from the
Derecognition of Nonfinancial Assets ("ASC 610-20"), provides guidance for recognizing gains and losses from the transfer of
nonfinancial assets in contracts with noncustomers. An entity that transfers a nonfinancial asset in the scope of ASC 610-20
follows a two-step derecognition model to determine whether (and when) to derecognize the asset. NNN determined the key
revenue stream impacted by ASC 610-20 is gain on disposition of real estate reported on the 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.

60
Impairment – Real Estate. NNN periodically assesses its long-lived real estate assets for possible impairment whenever
certain events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. These
indicators include, but are not limited to: changes in real estate market conditions, the ability of NNN to re-lease properties
that are currently vacant or become vacant, properties 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 Property leases provide for initial terms of 10 to 20 years, with cash flows provided over the entire term.
Credit Losses on Financial Instruments. FASB ASC Topic 326, Financial Instruments – Credit Losses 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 contractual term.
NNN held mortgages receivable, including accrued interest, of $454,000 and $1,002,000 included in other assets on the
Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively, net of $9,000 and $64,000 allowance for credit
loss, respectively. NNN periodically evaluates the allowance for credit loss based on the fair value of the collateral and a 15-
year historical collectability trend analysis.
Cash and Cash Equivalents. NNN considers all highly liquid investments with a maturity of three months or less when
purchased to be cash equivalents. Cash and cash equivalents consist of cash and money market accounts. Cash equivalents
are stated at cost plus accrued interest, which approximates fair value. Cash accounts maintained on behalf of NNN in
demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in
accounts without any federal insurance or any other insurance or guarantee. However, NNN has not experienced any losses in
such accounts.
Restricted Cash and Cash Held in Escrow. Restricted cash and cash held in escrow may include (i) cash proceeds from the sale
of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-deferred
exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed
in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. NNN
held $331,000 and $3,966,000 in restricted cash and cash held in escrow as of December 31, 2024 and 2023, respectively.
Debt Costs – Line of Credit Payable. Debt costs incurred in connection with NNN's $1,200,000,000 unsecured revolving line of
credit have been deferred and are being amortized to interest expense over the term of the loan commitment using the
straight-line method, which approximates the effective interest method. NNN has recorded debt costs associated with the
Credit Facility (as defined in "Note 3 – Line of Credit Payable") as an asset, in debt costs on the Consolidated Balance Sheets.
Debt Costs – Notes Payable. Debt costs incurred in connection with the issuance of NNN's unsecured notes have been
deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective
interest method. NNN had debt costs of $43,820,000 and $42,595,000 included in notes payable on the Consolidated Balance
Sheets as of December 31, 2024 and 2023, respectively, net of accumulated amortization of $14,060,000 and $14,343,000,
respectively.

61
Revenue Recognition. Rental revenues for properties under construction commence upon completion of construction of the
leased asset and delivery of the leased asset to the tenant. Rental revenues for non-development real estate assets are
recognized when earned in accordance with ASC 842, based on the terms of the lease of the leased asset. 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.
FASB ASC Topic 610-20, Gains and Losses from the Derecognition of Nonfinancial Assets ("ASC 610-20"), provides guidance for
recognizing gains and losses from the transfer of nonfinancial assets in contracts with noncustomers. An entity that transfers
a nonfinancial asset in the scope of ASC 610-20 follows a two-step derecognition model to determine whether (and when) to
derecognize the asset. NNN determined the key revenue stream impacted by ASC 610-20 is gain on disposition of real estate
reported on the Consolidated Statements of Income and Comprehensive Income. In accordance with ASC 610-20, NNN
evaluates any separate contracts or performance obligations to determine proper timing and/or amount of revenue
recognition, as well as, transfer of control and transaction price allocation in determining the amount of gain or loss to record.
Earnings Per 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 unvested restricted share units which contain rights
to receive nonforfeitable dividends, as participating securities requiring the two-class method of computing earnings per
share. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to
common stockholders and undistributed earnings allocated to common stockholders by the weighted average common
shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common
shares and participating securities based on the weighted average shares outstanding during the period.
The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted
earnings per share using the two-class method for the years ended December 31 (dollars in thousands):
2024
2023
2022
Basic and Diluted Earnings:
Net earnings available to stockholders
$
396,835
$
392,340
$
334,626
Less: Earnings allocated to unvested restricted shares
(686 )
(609 )
(514 )
Net earnings used in basic and diluted earnings per share
$
396,149
$
391,731
$
334,112
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average shares outstanding
184,723,988
182,184,038
177,332,094
Less: Unvested restricted shares
(299,534 )
(273,077 )
(237,918 )
Less: Unvested contingent restricted shares
(735,892 )
(710,921 )
(690,520 )
Weighted average shares outstanding used in basic earnings per share
183,688,562
181,200,040
176,403,656
Other dilutive securities
355,279
489,683
664,209
Weighted average shares outstanding used in diluted earnings per share
184,043,841
181,689,723
177,067,865

62
Income Taxes. NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Code, and related
regulations. NNN generally will not be subject to federal income taxes on taxable income it distributes to stockholders,
provided it meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended
December 31, 2024, NNN believes it has qualified as a REIT. Notwithstanding NNN's qualification for taxation as a REIT, NNN is
subject to certain state and local income, franchise and excise taxes.
NNN may elect to treat certain subsidiaries as TRS pursuant to the provisions of the REIT Modernization Act. A TRS is able to
engage in activities resulting in income that previously would have been disqualified from being eligible REIT income under
the federal income tax regulations. As a result, certain activities of NNN which occur within its TRS entities are subject to
federal and state or local income taxes. All provisions for federal income taxes in the accompanying consolidated financial
statements are attributable to NNN's former TRS. The deferred tax asset consists only of net operating loss carryforwards of
$3,804,000 from the former TRS that begin to expire in 2026. Management believes it is unlikely that NNN will realize any of
the benefits of these deductible differences and has taken a valuation allowance against them. The valuation allowance
decreased by $95,000 for the year ended December 31, 2024 as a result of the decrease in the deferred tax asset. There was
no change to the valuation allowance for the years ended December 31, 2023 and 2022. NNN currently has no TRS entities.
Income taxes are accounted for under the asset and liability method as required by FASB ASC Topic 740, Income Taxes ("ASC
740"). Deferred tax assets and liabilities are recognized for the temporary differences based on estimated future tax
consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the applicable period.
In accordance with ASC 740, NNN has analyzed its various federal and state filing positions. NNN believes that its income tax
filing positions and deductions are well documented and supported. Additionally, NNN believes that its accruals for tax
liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded.
NNN has had no unrecognized tax benefits during any of the years presented. Further, no interest or penalties have been
included since no reserves were recorded and no significant increases or decreases are expected to occur within the next 12
months. When applicable, such interest and penalties will be recorded in non-operating expenses. The periods that remain
open under federal statute are 2021 through 2024. NNN also files in many states and localities with varying open years under
statute.
Fair Value Measurement. NNN's estimates of fair value of financial and non-financial assets and liabilities are based on the
framework established in FASB ASC Topic 820, Fair Value Measurement. The framework specifies a hierarchy of valuation
inputs which was established to increase consistency, clarity and comparability in fair value measurements and related
disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair
value, two of which are considered observable and one that is considered unobservable. The following describes the three
levels:
•
Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.
•
Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as
quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the assets or
liabilities.
•
Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not
observable in the market. These unobservable assumptions reflect estimates of assumptions that market
participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted
cash flow models and similar techniques.

63
Accumulated Other Comprehensive Income (Loss). The following table outlines the changes in accumulated other
comprehensive income (loss) for the years ended December 31, 2024 and 2023 (dollars in thousands):
Gain or Loss on
Cash Flow
Hedges(1)
Beginning balance, December 31, 2022
$
(12,582)
Reclassifications from accumulated other comprehensive income to net earnings
2,471
(2)
Ending balance, December 31, 2023
(10,111)
Reclassifications from accumulated other comprehensive income to net earnings
2,152
(2)
Ending balance, December 31, 2024
$
(7,959)
(1)
Additional disclosure is included in "Note 4 – Notes Payable and Derivatives."
(2)
Recorded in interest expense on the Consolidated Statements of Income and Comprehensive Income. There is no income tax expense
(benefit) resulting from this reclassification.
New Accounting Pronouncements. 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, Reference Rate Reform (Topic 848): Facilitation of
the Effects of Reference Rate Reform to December 31, 2024. ASU 2022-06 is effective immediately for all companies. For the
year ended December 31, 2024, ASU 2022-06 had no impact on NNN's financial position or results of operations.
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. The
adoption of ASU 2023-07 did not have a significant impact on NNN’s financial statement disclosures. Additional disclosure
required by ASU 2023-07 is included in “Note 9 – Segment Information.”
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.

64
In November 2024, the FASB issued ASU 2024-03, Income Statement–Reporting Comprehensive Income–Expense
Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expense ("ASU 2027-03"), effective for
annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. The
amendments in this update require disclosure, in the notes to the financial statements, of specified information about certain
costs and expenses and a qualitative description of the amounts remaining in relevant expense captions that are not
separately disaggregated quantitatively. NNN is currently evaluating the potential impact the adoption of ASU 2024-03 will
have on its future disclosures.
Use of Estimates. Additional critical accounting policies of NNN include management's estimates and assumptions relating to
the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities which are
required to prepare the consolidated financial statements in conformity with accounting principles generally accepted in the
United States of America. Significant accounting policies include management's estimates of the purchase accounting for
acquisition of real estate, the recoverability of the carrying value of long-lived assets and management's evaluation of the
probability of outstanding and future lease payment collections. Estimates are sensitive to evaluations by management about
current and future expectations of market and economic conditions. Actual results could differ from those estimates.
Note 2 – Real Estate:
Real Estate – Portfolio
Leases. At December 31, 2024, NNN's real estate portfolio has a weighted average remaining lease term of 10 years and
consisted of 3,533 leases classified as operating leases and an additional 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. Typically, the Property leases provide for initial terms of 10 to 20 years. The Properties are
generally leased under triple-net leases, pursuant to which the tenant typically bears responsibility for all operating expenses
of the Property, including utilities, real estate taxes and assessments, property and liability insurance, maintenance, repairs
and capital expenditures. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and
expenses associated with the Property. NNN's leases provide for annual base rental payments (generally payable in monthly
installments), and generally provide for limited increases in rent as a result of increases in the Consumer Price Index ("CPI") or
fixed increases.
Generally, NNN's leases provide the tenant with one or more multi-year renewal options, subject to generally the same terms
and conditions provided under the initial lease term, including rent increases. NNN's lease term is based on the non-
cancellable base term unless economic incentives make it reasonably certain that an option period to extend the lease will be
exercised, in which event NNN includes the renewal options. Some of the leases also provide that in the event NNN wishes to
sell the Property subject to that lease, NNN first must offer the lessee the right to purchase the Property on the same terms
and conditions as any offer which NNN intends to accept for the sale of the Property.

65
Real Estate Portfolio. NNN's real estate consisted of the following at December 31 (dollars in thousands):
2024
2023
Land and improvements (1)
$
2,919,976
$
2,878,400
Buildings and improvements
7,805,939
7,368,873
Leasehold interests
355
355
10,726,270
10,247,628
Less accumulated depreciation and amortization
(2,065,316)
(1,863,451)
8,660,954
8,384,177
Work in progress and improvements
82,411
144,068
Accounted for using the operating method
8,743,365
8,528,245
Accounted for using the direct financing method
2,520
3,033
Classified as held for sale(2)
283
4,573
$
8,746,168
$
8,535,851
(1)
Includes $34,356 and $96,464 in land for Properties under construction as of December 31,
2024 and 2023, respectively.
(2)
As of December 31, 2024, two Properties were classified as held for sale. The property
classified as held for sale as of December 31, 2023 was sold during the year ended December
31, 2024.
NNN recognized the following revenues in rental income for the years ended December 31 (dollars in thousands):
2024
2023
2022
Rental income from operating leases
$
846,653
$
805,136
$
751,680
Earned income from direct financing leases
468
560
595
Percentage rent
1,536
1,631
1,541
Rental revenues
848,657
807,327
753,816
Real estate expense reimbursement from tenants
18,811
18,763
17,802
$
867,468
$
826,090
$
771,618
Some leases provide for a free rent period or scheduled rent increases throughout the lease term. Such amounts are
recognized on a straight-line basis over the terms of the leases.
For the years ended December 31, 2024, 2023 and 2022, NNN recognized $294,000, $7,453,000 and ($3,559,000),
respectively, of net-straight-line accrued rental income, net of reserves. During the year ended December 31, 2023, one
tenant was reclassified to accrual basis for accounting purposes due to their improved qualitative and/or quantitative credit
factors, which resulted in an increase of accrued rental income in the amount of $5,573,000.

66
The following is a schedule of undiscounted cash flows to be received on noncancellable operating leases as of December 31,
2024 (dollars in thousands):
2025
$
807,969
2026
773,249
2027
730,349
2028
677,780
2029
639,162
Thereafter
4,488,602
$
8,117,111
Since lease renewal periods are exercisable at the option of the tenant, the above table only presents undiscounted cash
flows due during the current lease terms. In addition, this table does not include amounts for potential variable rent increases
that are based on the CPI or future contingent rents which may be received on the leases based on a percentage of the
tenant's sales volume.
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 December 31 (dollars in thousands):
2024
2023
Intangible lease assets (included in other assets):
Above-market in-place leases
$
14,753
$
15,297
Less: accumulated amortization
(12,159)
(12,080)
Above-market in-place leases, net
$
2,594
$
3,217

In-place leases
$
116,549
$
122,802
Less: accumulated amortization
(85,741)
(85,332)
In-place leases, net
$
30,808
$
37,470

Intangible lease liabilities (included in other liabilities):
Below-market in-place leases
$
39,869
$
41,244
Less: accumulated amortization
(28,946)
(29,117)
Below-market in-place leases, net
$
10,923
$
12,127
The amounts amortized as a net increase to rental income for above-market and below-market leases for the years ended
December 31, 2024, 2023 and 2022 were $495,000, $430,000 and $510,000, respectively. The value of in-place leases
amortized to expense for the years ended December 31, 2024, 2023 and 2022 was $6,108,000, $6,793,000 and $7,132,000,
respectively.

67
The following is a schedule of the amortization of acquired above-market and below-market in-place lease intangibles and the
amortization of the in-place lease intangibles as of December 31, 2024 (dollars in thousands):
Above-Market
and Below-
Market
In-Place
Lease
Intangibles(1)
In-Place Lease
Intangibles(2)
2025
$
392
$
5,293
2026
402
4,711
2027
460
3,963
2028
638
3,526
2029
686
3,100
Thereafter
5,751
10,215
$
8,329
$
30,808
Weighted average amortization period (years)
15
8
(1)
Recorded as a net increase to rental income over the life of the lease.
(2)
Amortized as an increase to amortization expense.
Real Estate – Dispositions
The following table summarizes the properties sold and the corresponding gain recognized on the disposition of properties
for the years ended December 31 (dollars in thousands):
2024
2023
2022
# of Sold
Properties
Net
Gain
# of Sold
Properties
Net
Gain
# of Sold
Properties
Net
Gain
Gain on disposition of real estate
41
$
42,290
45
$
47,485
33
$
17,443
Real Estate – Commitments
As of December 31, 2024, NNN has committed to fund construction of 15 Properties. The improvements of such Properties
are estimated to be completed within 12 to 18 months. These construction commitments, at December 31, 2024, are outlined
in the table below (dollars in thousands):
Total commitment(1)
$
165,550
Less amount funded
(116,767)
Remaining commitment
$
48,783
(1)
Includes land, construction costs, tenant improvements, lease costs, capitalized
interest and third-party costs.

68
Real Estate – Impairments
NNN periodically assesses its long-lived real estate assets for possible impairment whenever certain events or changes in
circumstances indicate that the carrying value of the asset may not be recoverable.
As a result of NNN's review of long-lived real estate assets, including identifiable intangible assets, NNN recognized real estate
impairments, net of recoveries as summarized in the table below (dollars in thousands):
2024
2023
2022
Total real estate impairments, net of recoveries
$
6,632
$
5,990
$
8,309
Number of Properties:
Vacant
4
11
9
Occupied
9
3
7
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:
In April 2024, NNN amended its credit agreement to increase borrowing capacity under its unsecured revolving credit facility
from $1,100,000,000 to $1,200,000,000 and amended certain other terms under the former revolving credit facility (as the
context requires, the previous and new revolving credit facility, the "Credit Facility"). The Credit Facility had a weighted
average outstanding balance of $60,775,000 and a weighted average interest rate of 6.25% during the year ended
December 31, 2024. The Credit Facility has a base interest rate of the Secured Overnight Financing Rate ("SOFR") plus a SOFR
adjustment of 10 basis points ("Adjusted SOFR"). The Credit Facility bears interest at Adjusted SOFR plus 77.5 basis points;
however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. Additionally,
as part of NNN's environmental, social and governance ("ESG") initiative, pricing may be reduced if specified ESG metrics are
achieved. The Credit Facility matures in April 2028, unless the Company exercises its options to extend maturity to April 2029.
The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000,
subject to lender approval. In connection with the Credit Facility, loan costs are classified as debt costs on the Consolidated
Balance Sheet. As of December 31, 2024, there was no outstanding balance and $1,200,000,000 was available for future
borrowings under the Credit Facility.
In accordance with the terms of the Credit Facility, NNN is required to meet certain restrictive financial covenants which,
among other things, require NNN to maintain certain (i) leverage ratios, (ii) debt service coverage, (iii) cash flow coverage, and
(iv) investment and dividend limitations. At December 31, 2024, NNN was in compliance with each of the Credit Facility
financial covenants.

69
Note 4 – Notes Payable and Derivatives:
Each of 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
2025(3)
October 2015
$
400,000
$
964
$
399,036
4.000%
4.029%
November 2025(4)(5)
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(4)
2030(3)
March 2020
400,000
1,288
398,712
2.500%
2.536%
April 2030
2033
August 2023
500,000
11,620
488,380
5.600%
5.905%
October 2033
2034
May 2024
500,000
6,160
493,840
5.500%
5.662%
June 2034
2048
September 2018
300,000
4,239
295,761
4.800%
4.890%
October 2048
2050
March 2020
300,000
6,066
293,934
3.100%
3.205%
April 2050
2051
March 2021
450,000
8,406
441,594
3.500%
3.602%
April 2051
2052(3)
September 2021
450,000
10,422
439,578
3.000%
3.118%
April 2052
(1)
The note discounts are amortized to interest expense over the respective term of each debt obligation using the effective interest
method.
(2)
Includes the effects of the discount at issuance.
(3)
NNN entered into forward starting swaps which were hedging 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.
(4)
The aggregate principal balance of the unsecured note maturities for the next five years is $1,550,000.
(5)
NNN plans to use proceeds from the Credit Facility and/or potential debt or equity offerings to repay the outstanding debt.
Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured debt of NNN.
NNN may redeem each series of notes in whole or in part at any time prior to the par call date for the notes at the
redemption price as set forth in the applicable supplemental indenture relating to the notes; provided, however, that if NNN
redeems the notes on or after the par call date, the redemption price will equal 100 percent of the principal amount of the
notes to be redeemed, plus accrued and unpaid interest thereon to, but not including, the redemption date.
In connection with the outstanding debt offerings, NNN incurred debt issuance costs totaling $43,820,000 consisting primarily
of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses. Debt
issuance costs for all note issuances have been deferred and presented as a reduction to notes payable and are being
amortized over the term of the respective notes using the effective interest method.
In June 2024, NNN redeemed the $350,000,000 3.900% notes payable that were due in June 2024. The notes were redeemed
at a price equal to 100 percent of the principal amount and accrued and unpaid interest.
In accordance with the terms of the indentures, pursuant to which NNN's notes have been issued, NNN is required to meet
certain restrictive financial covenants, which, among other things, require NNN to maintain (i) certain leverage ratios and (ii)
certain interest coverage. At December 31, 2024, NNN was in compliance with each of the financial covenants.
In accordance with the guidance on derivatives and hedging, NNN records all derivatives on the balance sheet at fair value.
The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting
designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment
attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the
exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow
hedges.

70
NNN's objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate
movements or other identified risks. To accomplish this objective, NNN primarily uses treasury locks, forward starting swaps
and interest rate swaps as part of its cash flow hedging strategy. Treasury locks and forward starting swaps are used to hedge
forecasted debt issuances. Treasury locks designated as cash flow hedges lock in the yield/price of a treasury security.
Forward starting swaps also lock the associated swap spread. Interest rate swaps designated as cash flow hedges are used to
hedge the variable cash flows associated with floating rate debt and involve the receipt or payment of variable rate amounts
in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount.
For derivatives designated as cash flow hedges, the change in the fair value of the derivative is initially reported in other
comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects
earnings.
NNN discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting
changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, the derivative is re-
designated as a hedging instrument or management determines that designation of the derivative as a hedging instrument is
no longer appropriate. When hedge accounting is discontinued, NNN recognizes any changes in its fair value in earnings and
continues to carry the derivative on the balance sheet or may choose to settle the derivative at that time with a cash payment
or receipt. NNN records a cash settlement of forward starting swaps in the statement of cash flows as an operating activity.
The following table outlines NNN's terminated derivatives which were hedging the risk of changes in forecasted interest
payments on forecasted issuance of long-term debt (dollars in thousands):
Notes
Terminated
Description
Aggregate
Notional
Amount
Liability (Asset)
Fair Value
When
Terminated
Fair Value
Deferred
In Other
Comprehensive
Income(1)
2025
October 2015
Four forward starting swaps
$
300,000
$
13,369
$
13,369
2026
December 2016
Two forward starting swaps
180,000
(13,352)
(13,345)
2027
September 2017
Two forward starting swaps
250,000
7,690
7,688
2028
September 2018
Two forward starting swaps
250,000
(4,080)
(4,080)
2030
March 2020
Three forward starting swaps
200,000
13,141
13,141
2052
September 2021
Two forward starting swaps
120,000
1,584
1,584
(1)
The amount reported in accumulated other comprehensive income (loss) will be reclassified to interest expense as interest payments
are made on the related notes payable.
As of December 31, 2024, $7,959,000 remains in accumulated other comprehensive income (loss) related to NNN's previously
terminated interest rate hedges. During the years ended December 31, 2024, 2023 and 2022, NNN reclassified $2,152,000,
$2,471,000 and $2,374,000, respectively, out of accumulated other comprehensive income (loss) as an increase to interest
expense. Over the next 12 months, NNN estimates that an additional $1,670,000 will be reclassified as an increase in interest
expense. Amounts reported in accumulated other comprehensive income (loss) related to derivatives will be reclassified to
interest expense as interest payments are made on NNN's long-term debt.
NNN does not use derivatives for trading or speculative purposes. NNN had no derivative financial instruments outstanding at
December 31, 2024.

71
Note 5 – 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
supplements, 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 table 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 December 31, 2024
4,652,100
7,722,511
The following table outlines the common stock issuances pursuant to NNN's ATM for the years ended December 31 (dollars in
thousands, except per share data):
2024
2023
2022
Shares of common stock
4,652,100
650,135
5,473,072
Average price per share (net)
$
45.49
$
43.52
$
45.15
Net proceeds
$
211,619
$
28,292
$
247,129
Stock issuance costs(1)
$
3,242
$
858
$
3,761
(1)
Stock issuance costs consist primarily of underwriters' and agent's 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
for the years ended December 31 (dollars in thousands):
2024
2023
2022
Shares of common stock
64,654
76,229
70,342
Net proceeds
$
2,634
$
3,082
$
3,082
Dividends. The following table outlines the dividends declared and paid for NNN's common stock for the years ended
December 31 (in thousands, except per share data):
2024
2023
2022
Dividends
$
420,239
$
404,458
$
380,538
Per share
2.290
2.230
2.160
On January 14, 2025, NNN declared a dividend of $0.580 per share, payable February 14, 2025, to its common stockholders of
record as of January 31, 2025.

72
Note 6 – Employee Benefit Plan:
Effective January 1, 1998, NNN adopted a defined contribution retirement plan (the “Retirement Plan”) covering all of the
eligible associates of NNN. The Retirement Plan permits participants to defer a portion of their compensation, as defined in
the Retirement Plan, subject to limits established by the Code. NNN generally matches 75 percent of the first four percent
and 50 percent of the next five percent of a participant's contributions. Additionally, NNN may make discretionary
contributions. NNN recorded contributions to the Retirement Plan of $804,000, $734,000 and $590,000, for the years ended
December 31, 2024, 2023 and 2022, respectively.
Note 7 – Performance Incentive Plan:
In August 2023, NNN filed a registration statement on Form S-8 with the Commission which amended NNN's 2017
Performance Incentive Plan to increase the maximum aggregate share issuance from 1,800,000 to 4,800,000 shares of
common stock and certain other limits under the plan (the plan as amended, the “2017 Plan”). The 2017 Plan allows NNN to
award or grant to key associates, directors and persons performing consulting or advisory services for NNN or its affiliates,
stock options, phantom stock awards, Stock Awards, Restricted Stock Awards, Stock Appreciation Rights and Performance
Shares, each as defined in the 2017 Plan.
There were no stock options outstanding or exercisable at December 31, 2024.
Pursuant to the 2017 Plan, NNN has granted and issued shares of restricted stock to certain officers and key associates of
NNN. The following summarizes the restricted stock activity for the year ended December 31, 2024:
Number of
Shares
Weighted
Average
Share Price
Non-vested restricted shares, January 1
1,038,124
$
44.23
Restricted shares granted
402,763
39.98
Restricted shares vested
(297,219)
43.79
Restricted shares forfeited
(60,088)
42.54
Non-vested restricted shares, December 31
1,083,580
42.86
Compensation expense for the restricted stock which is not contingent upon NNN's performance goals is determined based
upon the fair value at the date of grant and is recognized as the greater of the amount amortized over a straight-lined basis or
the amount vested over the vesting periods. Vesting periods for officers and key associates of NNN range from three to five
years and generally vest annually. NNN recognizes compensation expense on a straight-line basis for awards with only service
conditions.
During the year ended December 31, 2024, NNN granted 275,482 Performance Shares subject to its total stockholder return
after a three-year period relative to its peers. In accordance with FASB ASC Topic 718, Compensation - Stock Compensation
("ASC 718"), the fair value of these market-based Performance Shares was determined using a Monte Carlo simulation model
at the grant date (for a weighted average fair value share price of $27.59). The Performance Shares were granted to certain
executive officers and had a weighted average grant price of $39.98 per share. Once the respective performance criteria are
met and the number of shares earned is determined, the shares vest immediately. Compensation expense is recognized over
the requisite service period.

73
The following summarizes other grants made during the year ended December 31, 2024, pursuant to the 2017 Plan.
Number of
Shares
Weighted
Average
Share Price
Other share grants under the 2017 Plan:
Directors’ fees
6,720
$
43.15
Deferred directors’ fees
29,884
43.19
36,604
43.19
Shares available under the 2017 Plan for grant, end of period
4,520,013
The total compensation expense for share-based payments for the years ended December 31, 2024, 2023 and 2022 totaled
$11,816,000, $12,228,000 and $15,449,000, respectively. At December 31, 2024, NNN had $13,725,000 of unrecognized
compensation cost related to non-vested share-based compensation arrangements under the 2017 Plan. This cost is expected
to be recognized over a weighted average period of 2.04 years.
Note 8 – 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. At December 31, 2024 and 2023, the fair value of NNN's notes payable excluding unamortized discount and
debt costs, were $3,894,030,000 and $3,801,367,000, respectively, based upon quoted market prices as of the close of the
year, which is a Level 1 valuation since NNN's notes payable are publicly traded.
Note 9 – Segment Information:
NNN's operations are reported within one reportable segment and constitutes all of the consolidated entities which are
reported in the consolidated financial statements. NNN primarily derives its revenues from real estate leased to retail tenants
under long-term net leases. NNN’s Properties are located in the United States.
NNN’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM assesses entity-wide operating
results and performance and decides how to allocate resources based on net earnings which is reported on the Consolidated
Statements of Income and Comprehensive Income. Additionally, the measure of segment assets is reported on the
Consolidated Balance Sheets as total assets. Included in the total assets are long-lived real estate assets which include land,
buildings, improvements and right-of-use assets subject to operating leases.
The CODM uses net earnings to evaluate income generated from assets (return on assets) in deciding whether to reinvest
profits to grow the Property Portfolio or deploy into other aspects of the Company, such as to retire or repay debt or pay
dividends. The CODM also uses net earnings to monitor the budget versus actual results, which is used in assessing NNN’s
entity-wide operating results and performance.
Significant expense categories, including general and administrative, real estate, depreciation and amortization and interest,
are included on NNN’s Consolidated Statements of Income and Comprehensive Income. Asset information is included in the
Consolidated Balance Sheets and “Note 2 – Real Estate.”
Note 10 – Major Tenants:
As of December 31, 2024, NNN had no tenants that accounted for ten percent or more of its rental income.

74
Note 11 – Commitments and Contingencies:
A summary of NNN's commitments are included in "Note 2 – Real Estate."
In the ordinary course of its business, NNN is a party to various other legal actions which management believes are routine in
nature and incidental to the operation of the business of NNN. Management does not believe that any of these proceedings
are material to NNN's consolidated financial statements.

75
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Process for Assessment and Evaluation of Disclosure Controls and Procedures and Internal Control over Financing
Reporting
NNN carried out an assessment as of December 31, 2024, of the effectiveness of the design and operation of its disclosure
controls and procedures and its internal control over financial reporting. This assessment was done under the supervision and
with the participation of management, including NNN's Chief Executive Officer, Chief Financial Officer and Chief Accounting
and Technology Officer ("NNN's Chief Officers"). Rules adopted by the Commission require NNN to present the conclusions of
NNN's Chief Officers about the effectiveness of NNN's disclosure controls and procedures and the conclusions of NNN's
management about the effectiveness of NNN's internal control over financial reporting as of the end of the period covered by
this annual report.
CEO and CFO Certifications. Included as Exhibits 31.1 and 31.2 to this Annual Report on Form 10-K are forms of “Certification”
of NNN's Chief Executive Officer and Chief Financial Officer. The forms of Certification are required in accordance with Section
302 of the Sarbanes-Oxley Act of 2002. This section of the Annual Report on Form 10-K that stockholders are currently
reading is the information concerning the assessment referred to in the Section 302 certifications and this information should
be read in conjunction with the Section 302 certifications for a more complete understanding of the topics presented.
Disclosure Controls and Procedures and Internal Control over Financial Reporting. Disclosure controls and procedures are
designed with the objective of providing reasonable assurance that information required to be disclosed in NNN's reports
filed or submitted under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized and
reported within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures are also
designed with the objective of providing reasonable assurance that such information is accumulated and communicated to
NNN's management, including NNN's Chief Officers, as appropriate, to allow timely decisions regarding required disclosure.
Internal control over financial reporting is a process designed by, or under the supervision of, NNN's Chief Officers, and
affected by NNN's Board of Directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles (“GAAP”) and includes those policies and procedures that:
•
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of NNN's assets;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that NNN's receipts and expenditures
are being made in accordance with authorizations of management or the Board of Directors; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of NNN's assets that could have a material adverse effect on NNN's financial statements.
Scope of the Assessments. The assessment by NNN's Chief Officers of NNN's disclosure controls and procedures and the
assessment by NNN's management, including NNN's Chief Officers, of NNN's internal control over financial reporting included
a review of procedures and discussions with NNN's management and others at NNN. In the course of the assessments, NNN
sought to identify data errors, control problems or acts of fraud and to confirm that appropriate corrective action, including
process improvements, were being undertaken.

76
NNN's internal control over financial reporting is also assessed on an ongoing basis by personnel in NNN's Accounting
department and by NNN's internal auditors in connection with their internal audit activities. The overall goals of these various
assessment activities are to monitor NNN's disclosure controls and procedures and NNN's internal control over financial
reporting and to make modifications as necessary. NNN's intent in this regard is that the disclosure controls and procedures
and the internal control over financial reporting will be maintained and updated (including with improvements and
corrections) as conditions warrant. Management also sought to deal with other control matters in the assessment, and in
each case if a problem was identified, management considered what revision, improvement and/or correction was necessary
to be made in accordance with NNN's ongoing procedures. The assessments of NNN's disclosure controls and procedures and
NNN's internal control over financial reporting is done on a quarterly basis so that the conclusions concerning effectiveness of
those controls can be reported in NNN's Quarterly Reports on Form 10-Q and Annual Report on Form 10-K.
Assessment of Effectiveness of Disclosure Controls and Procedures
Based upon the assessments, NNN's Chief Officers have concluded that, as of December 31, 2024, NNN's disclosure controls
and procedures were effective.
Management's Report on Internal Control over Financial Reporting
Management, including NNN's Chief Officers, are responsible for establishing and maintaining adequate internal control over
financial reporting for NNN. Management used the criteria issued by the Committee of Sponsoring Organizations of the
Treadway Commission in Internal Control – 2013 Integrated Framework to assess the effectiveness of NNN's internal control
over financial reporting. Based upon the assessments, NNN's Chief Executive Officer and Chief Financial Officer have
concluded that, as of December 31, 2024, NNN's internal control over financial reporting was effective.
Attestation Report of the Registered Public Accounting Firm
Ernst & Young LLP, NNN's independent registered public accounting firm, audited the financial statements included in this
Annual Report on Form 10-K and in connection therewith has issued an attestation report on NNN's effectiveness of internal
control over financial reporting as of December 31, 2024, which appears in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2024, there were no changes in NNN's internal control over financial reporting
that materially affected, or are reasonably likely to materially affect, NNN's internal control over financial reporting.

77
Limitations on the Effectiveness of Controls
Management, including NNN's Chief Officers, do not expect that NNN's disclosure controls and procedures or NNN's internal
control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the
design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be
considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if any, within NNN have been detected. These
inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management's override of the control. The design of any system of controls also is
based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate
because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of
the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be
detected.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Reference is made to the Registrant's definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the sections thereof captioned “Proposal I: Election of Directors – Nominees,” “Audit Committee
Report – Executive Officers,” “Proposal I: Election of Directors – Code of Business Conduct, Insider Trading Policy and Anti-
Corruption Policy” and “Security Ownership,” and such information in such sections is incorporated herein by reference.
Item 11. Executive Compensation
Reference is made to the Registrant's definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the sections thereof captioned “Proposal I: Election of Directors – Director Compensation,” “Executive
Compensation” and “Compensation Committee Report,” and such information is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Reference is made to the Registrant's definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the sections thereof captioned "Executive Compensation – Long-Term Incentive Compensation" and
“Security Ownership,” and such information is incorporated herein by reference.

78
Item 13. Certain Relationships and Related Transactions, and Director Independence
Reference is made to the Registrant's definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the section thereof captioned “Certain Relationships and Related Transactions” and such information
is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Reference is made to the Registrant's definitive proxy statement to be filed with the Commission pursuant to Regulation
14(a); information responsive to this Item is included in the Registrant's proxy statement including the information, without
limitation, contained in the section thereof captioned “Audit Committee Report” and “Proposal III: Ratification of Ernst &
Young LLP as the Independent Registered Public Accounting Firm,” and such information is incorporated herein by reference.

79
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
The following documents are filed with the Securities and Exchange Commission ("Commission") as
part of this report.
(1)
Financial Statements

Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
44
Consolidated Balance Sheets as of December 31, 2024 and 2023
49
Consolidated Statements of Income and Comprehensive Income for the years ended December 31,
2024, 2023, and 2022
50
Consolidated Statements of Equity for the years ended December 31, 2024, 2023, and 2022
51
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022
54
Notes to Consolidated Financial Statements
56
(2)
Financial Statement Schedules
Schedule III – Real Estate and Accumulated Depreciation and Amortization and Notes as of
December 31, 2024
F-1
Schedule IV – Mortgage Loans on Real Estate as of December 31, 2024
F-4
All other schedules are omitted because they are not applicable or because the required
information is shown in the financial statements or the notes thereto.
(3)
Exhibits
The following exhibits are filed with the Commission as a part of this report, unless otherwise noted, each
exhibit was previously filed with the Commission and is incorporated by reference below.
3
Articles of Incorporation and Bylaws
3.1
First Amended and Restated Articles of Incorporation of the Registrant, as amended through the
Second Amendment, dated May 1, 2023 (filed on April 27, 2023 as Exhibit 3.1 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 on April 27, 2023 as Exhibit 3.2 to the Registrant's Current Report on
Form 8-K).

80
4
Instruments Defining the Rights of Security Holders, Including Indentures
4.1
Description of Registrant's Securities (filed on February 11, 2020 as Exhibit 4.22 to the Registrant's
Annual Report on Form 10-K).
4.2
Specimen Certificate of Common Stock, par value $0.01 per share, of the Registrant (filed as Exhibit
3.4 to the Registrant's Registration Statement No. 1-11290 on Form 8-B filed).
4.3
Indenture, dated as of March 25, 1998, between the Registrant and First Union National Bank, as
trustee (filed on February 28, 2006 as Exhibit 4.4 to the Registrant's Registration Statement on Form
S-3 (Registration No. 333-132095)).
4.4
Form of Thirteenth Supplemental Indenture between the Registrant and U.S. Bank National
Association relating to 3.900% Notes due 2024 (filed on May 14, 2014 as Exhibit 4.1 to Registrant's
Current Report on Form 8-K).
4.5
Form of 3.900% Notes due 2024 (filed on May 14, 2014 as Exhibit 4.2 to Registrant's Current Report
on Form 8-K)
4.6
Form of Fourteenth Supplemental Indenture between the Registrant, Inc. and U.S. Bank National
Association relating to 4.000% Notes due 2025 (filed on October 26, 2015 as Exhibit 4.1 to Registrant's
Current Report on Form 8-K).
4.7
Form of 4.000% Notes due 2025 (filed on October 26, 2015 as Exhibit 4.2 to Registrant's Current
Report on Form 8-K).
4.8
Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary,
and the holders of depositary receipts (filed on October 11, 2016 as Exhibit 4.1 to the Registrant's
Registration Statement on Form 8-A).
4.9
Form of Fifteenth Supplemental Indenture between the Registrant, Inc. and U.S. Bank National
Association relating to 3.60% Notes due 2026 (filed on December 12, 2016 as Exhibit 4.1 to
Registrant's Current Report on Form 8-K).
4.10
Form of 3.60% Notes due 2026 (filed on December 12, 2016 as Exhibit 4.2 to Registrant's Current
Report on Form 8-K).
4.11
Form of Sixteenth Supplemental Indenture between the Registrant, Inc. and U.S. Bank National
Association relating to 3.50% Notes due 2027 (filed on September 19, 2017 as Exhibit 4.1 to
Registrant's Current Report on Form 8-K).
4.12
Form of 3.50% Notes due 2027 (filed on September 19, 2017 as Exhibit 4.2 to Registrant's Current
Report on Form 8-K).
4.13
Form of Seventeenth Supplemental Indenture between the Registrant, Inc. and U.S. Bank National
Association relating to 4.300% Notes due 2028 and 4.800% Notes due 2048 (filed on September 27,
2018 as Exhibit 4.1 to Registrant's Current Report on Form 8-K).
4.14
Form of 4.300% Notes due 2028 (filed on September 27, 2018 Exhibit 4.2 to Registrant's Current
Report on Form 8-K).
4.15
Form of 4.800% Notes due 2048 (filed on September 27, 2018 as Exhibit 4.3 to Registrant's Current
Report on Form 8-K).

81
4.16
Form of Eighteenth Supplemental Indenture between the Registrant, Inc. and U.S. Bank National
Association relating to 2.500% Notes due 2030 and 3.100% Notes due 2050 (filed on March 3, 2020 as
Exhibit 4.1 to Registrant's Current Report on Form 8-K).
4.17
Form of 2.500% Notes due 2030 (filed on March 3, 2020 as Exhibit 4.2 to Registrant's Current Report
on Form 8-K).
4.18
Form of 3.100% Notes due 2050 (filed on March 3, 2020 as Exhibit 4.3 on March 3, 2020 to
Registrant's Current Report on Form 8-K).
4.19
Form of Nineteenth Supplemental Indenture between the Registrant, Inc. and U.S. Bank National
Association relating to 3.500% Notes due 2051 (filed on March 10, 2021 as Exhibit 4.1 to Registrant's
Current Report on Form 8-K).
4.20
Form of 3.500% Notes due 2051 (filed on March 10, 2021 as Exhibit 4.2 to Registrant's Current Report
on Form 8-K).
4.21
Form of Twentieth Supplemental Indenture between the Registrant, Inc. and U.S. Bank National
Association relating 3.000% Notes due 2052 (filed on September 24, 2021 as Exhibit 4.1 to Registrant's
Current Report on Form 8-K).
4.22
Form of 3.000% Notes due 2052 (filed on September 24, 2021 as Exhibit 4.2 to Registrant's Current
Report on Form 8-K).
4.23
Form of Twenty-first Supplemental Indenture between the Registrant and U.S. Bank Trust Company,
National Association relating to 5.600% Notes due 2033 (filed on August 15, 2023 as Exhibit 4.1 to
Registrant's Current Report on Form 8-K).
4.24
Form of 5.600% Notes due 2033 (filed on August 15, 2023 as Exhibit 4.2 to Registrant's Current
Report on Form 8-K).
4.25
Form of Twenty-second Supplemental Indenture between the Registrant and U.S. Bank Trust
Company, National Association, relating to 5.500% Notes due 2034 (filed on May 29, 2024 as Exhibit
4.1 to Registrant's Current Report on Form 8-K).
4.26
Form of 5.500% Notes due 2034 (filed on May 29, 2024 as Exhibit 4.2 to Registrant's Current Report
on Form 8-K).
10
Material Contracts
10.1* Employment Agreement dated as of December 1, 2008, between the Registrant and Kevin B. Habicht
(filed on December 3, 2008 as Exhibit 10.3 to the Registrant's Current Report on Form 8-K).
10.2* Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and
Kevin B. Habicht (filed on February 24, 2011 as Exhibit 10.12 to the Registrant's Annual Report on
Form 10-K).
10.3* Retirement and Transition Agreement, dated January 9, 2025, between the Registrant and Kevin B.
Habicht (filed on January 10, 2025 as Exhibit 10.1 to the Registrant's Current Report on Form 8-K).
10.4* Employment Agreement dated as of December 1, 2008, between the Registrant and Christopher P.
Tessitore (filed on December 3, 2008 as Exhibit 10.4 to the Registrant's Current Report on Form 8-K).
10.5* Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and
Christopher P. Tessitore (filed on February 24, 2011 as Exhibit 10.14 to the Registrant's Annual Report
on Form 10-K).
10.6* Retirement and Transition Agreement, dated November 21, 2023, between Registrant and
Christopher P. Tessitore (filed on November 21, 2023 as Exhibit 10.1 to the Registrant's Current
Report on Form 8-K).

82
10.7* Employment Letter, dated as of January 19, 2022, between the Registrant and Stephen A. Horn, Jr.
(filed on January 21, 2022 as Exhibit 10.2 to the Registrant's Current Report on Form 8-K).
10.8* Employment Agreement dated as of February 15, 2018 between the Registrant and Michelle L. Miller
(filed on February 9, 2023 as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K).
10.9* Employment Letter, dated as of December 16, 2024, between the Registrant and Michelle L. Miller
(filed on December 17, 2024 as Exhibit 10.1 to the Registrant's Current Report on Form 8-K).
10.10*Employment Letter, dated August 14, 2023, between the Registrant and Jonathan A. Adamo (filed on
November 1, 2023 as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q).
10.11*Employment Letter, dated November 30, 2023, between the Registrant and Gina M. Steffens Lubno
(filed on February 8, 2024 as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K).
10.12*Employment Letter, dated January 9, 2025, between the Registrant and Vincent H. Chao (filed on
January 10, 2024 as Exhibit 10.2 to the Registrant's Current Report on Form 8-K).
10.13*Form of Indemnification Agreement (as entered into between the Registrant and each of its directors
and executive officers) (filed on June 12, 2009 as Exhibit 10.1 to the Registrant's Current Report on
Form 8-K dated).
10.14*2017 Performance Incentive Plan (filed on March 29, 2017 as Annex A to the Registrant's 2017 Annual
Proxy Statement on Schedule 14A).
10.15*Amendment No. 1 to the Registrant's 2017 Performance Incentive Plan (filed on March 23, 2023 as
Annex A to the Registrant's 2023 Annual Proxy Statement on Schedule 14A).
10.16*Amended and Restated Deferred Fee Plan for Directors, dated as of August 16, 2018 (filed on
November 1, 2018 as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q).
10.17*Form of Restricted Award Agreement - Performance between Registrant and the Participant of
Registrant (filed on May 2, 2016 as Exhibit 10.21 to the Registrant's Quarterly Report on Form 10-Q).
10.18*Form of Restricted Award Agreement - Service - Non-Executives between Registrant and the
Participant of Registrant (filed on May 2, 2016 as Exhibit 10.22 to the Registrant's Quarterly Report on
Form 10-Q).
10.19*Form of Restricted Award Agreement - Service between Registrant and the Participant of Registrant
(filed on May 2, 2016 as Exhibit 10.23 to the Registrant's Quarterly Report on Form 10-Q).
10.20 Second Amended and Restated Credit Agreement, dated June 23, 2021, by and among the Registrant,
Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named
therein (filed on June 25, 2021 as Exhibit 10.1 to the Registrant's Current Report on Form 8-K).
10.21 First Amendment to Second Amended and Restated Credit Agreement, dated December 16, 2022, by
and among the Registrant, Wells Fargo Bank, National Association, as Administrative Agent, and a
syndicate of lenders named therein (filed on December 19, 2022 as Exhibit 10.1 to the Registrant's
Current Report on Form 8-K).
10.22 Third Amended and Restated Credit Agreement, dated April 16, 2024, by and among the Registrant,
Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named
therein (filed on April 17, 2024 as Exhibit 10.1 to the Registrant's Current Report on Form 8-K).
10.23 NNN REIT, Inc. Executive Severance and Change of Control Plan (filed on January 21, 2022 as Exhibit
10.3 to the Registrant's Current Report on Form 8-K).

83
19
Insider Trading Policy (filed herewith)
21
Subsidiaries of the Registrant (filed herewith).
23
Consent of Independent Registered Public Accounting Firm
23.1
Ernst & Young LLP dated February 11, 2025 (filed herewith).
24
Power of Attorney (included on signature page).
31
Section 302 Certifications**
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**
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).
97
Policy Relating to Recovery of Erroneously Awarded Compensation
97.1
Incentive-based Compensation Recoupment Policy (filed on February 8, 2024 as Exhibit 97.1 to the
Registrant's Annual Report on Form 10-K).
99
Additional Exhibits
99.1
Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock
Exchange Listed Company Manual (filed herewith).
101
Interactive Data File
101.1 The following materials from NNN REIT, Inc. Annual Report on Form 10-K for the year ended
December 31, 2024, are formatted in Inline Extensible Business Reporting Language ("Inline XBRL"): (i)
consolidated balance sheets, (ii) consolidated statements of income and comprehensive income, (iii)
consolidated statements of equity (iv) consolidated statements of cash flows, and (v) notes to
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.
*
Management contract or compensatory plan or arrangement.
**
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.
Item 16. Form 10-K Summary
None.

84
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, on the 11th day of February 2025.

NNN REIT, INC.
By:
/s/ Stephen A. Horn, Jr.

Stephen A. Horn, Jr.

President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.

85
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints each of Stephen A. Horn Jr., Kevin B. Habicht
and Michelle L. Miller, separately and together, as his or her attorney-in-fact and agent, with full power of substitution and
resubstitution for him or her in any and all capacities, to sign any or all amendments to this report and to file same, with
exhibits thereto and other documents in connection therewith, granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary in connection with such matters and
hereby ratifying and confirming all that such attorney-in-fact and agent or his or her substitutes may do or cause to be done
by virtue hereof.

Signature
Title
Date
/s/ Stephen A. Horn, Jr.
February 11, 2025
Stephen A. Horn, Jr.
President, Chief Executive Officer and Director
/s/ Steven D. Cosler
February 11, 2025
Steven D. Cosler
Chairman of the Board
/s/ Pamela K. M. Beall
February 11, 2025
Pamela K. M. Beall
Director
/s/ David M. Fick
February 11, 2025
David M. Fick
Director
/s/ Edward J. Fritsch
February 11, 2025
Edward J. Fritsch
Director
/s/ Elizabeth C. Gulacsy
February 11, 2025
Elizabeth C. Gulacsy
Director
/s/ Betsy D. Holden
February 11, 2025
Betsy D. Holden
Director
/s/ Kamau O. Witherspoon
February 11, 2025
Kamau O. Witherspoon
Director
/s/ Kevin B. Habicht
February 11, 2025
Kevin B. Habicht
Executive Vice President, Chief Financial Officer (Principal
Financial Officer), Director, Assistant Secretary and Treasurer
/s/ Michelle L. Miller
February 11, 2025
Michelle L. Miller
Executive Vice President and Chief Accounting and Technology
Officer (Principal Accounting Officer)

[This page intentionally left blank]

F-1
NNN REIT, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 2024
(dollars in thousands)
Initial Costs to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (c)
State
# of
Properties
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation &
Amortization (b)
Year of
Construction (e)
Year Acquired
Life on Which
Depreciation &
Amortization in
Latest Income
Statement is
Computed
(Years)
Alabama
150
$
—
$
74,390
$
173,171
$
48,708
$
—
$
74,104
$
221,879
$
295,983
$
63,043
1960 - 2024
2001 - 2024
15 - 40
Alaska
5
—
1,943
3,694
140
—
1,943
3,834
5,777
2,076
1971 - 2003
1996 - 2014
20 - 40
Arizona
81
—
117,729
142,329
146,844
—
117,729
289,173
406,902
48,809
1962 - 2024
1998 - 2024
10 - 40
Arkansas
72
—
35,523
100,982
20,455
—
35,523
121,438
156,961
24,964
1969 - 2023
1998 - 2024
25 - 40
California
73
—
144,400
216,361
37,430
—
143,383
244,599
387,982
70,953
1945 - 2018
1997 - 2022
20 - 40
Colorado
45
—
70,215
92,324
43,689
—
70,215
136,014
206,229
35,256
1969 - 2024
1994 - 2023
20 - 40
Connecticut
11
—
9,068
32,773
601
—
9,068
33,375
42,443
12,503
1929 - 2003
2006 - 2022
20 - 30
Delaware
1
—
2,994
6,062
516
—
2,994
6,578
9,572
4,602
1994 - 1994
1994 - 1994
40 - 40
District of
Columbia
1
—
624
578
—
—
624
578
1,202
286
1983 - 1983
2005 - 2005
40 - 40
Florida
276
—
305,961
474,860
145,081
—
305,961
618,368
924,329
153,577
1939 - 2024
1985 - 2024
5 - 40
Georgia
175
—
137,502
300,069
66,045
—
137,502
366,114
503,616
97,474
1964 - 2024
1996 - 2024
10 - 40
Hawaii
1
—
775
1,308
—
—
775
1,308
2,083
82
1971 - 1971
2023 - 2023
30 - 30
Idaho
11
—
7,644
9,468
8,331
—
7,644
17,799
25,443
5,356
1983 - 2017
2006 - 2022
20 - 40
Illinois
167
—
137,420
311,509
74,151
—
137,420
385,481
522,901
114,478
1924 - 2024
1995 - 2023
15 - 40
Indiana
149
—
99,065
201,373
84,248
—
99,065
285,621
384,686
89,296
1965 - 2023
2001 - 2024
15 - 40
Iowa
28
—
22,527
37,962
26,624
—
22,527
64,585
87,112
20,410
1964 - 2023
2005 - 2022
10 - 40
Kansas
39
—
19,541
53,896
9,776
—
19,541
63,672
83,213
13,912
1946 - 2019
1997 - 2023
15 - 40
Kentucky
60
—
44,003
105,088
13,085
—
44,003
118,173
162,176
34,057
1974 - 2024
2005 - 2024
25 - 40
Louisiana
52
—
36,135
92,862
37,936
—
36,135
130,798
166,933
30,411
1970 - 2023
1996 - 2023
15 - 40
Maine
17
—
5,618
23,757
—
—
5,618
23,757
29,375
5,982
1915 - 2017
1996 - 2024
10 - 40
Maryland
50
—
62,149
125,927
3,426
—
62,149
129,353
191,502
46,469
1946 - 2017
1996 - 2019
20 - 40
Massachusetts
24
—
33,600
94,097
—
—
33,600
94,097
127,697
23,118
1910 - 2017
2006 - 2024
20 - 40
Michigan
97
—
62,812
223,420
49,677
—
62,812
272,744
335,556
47,797
1963 - 2024
1996 - 2024
20 - 40
Minnesota
33
—
23,342
42,701
7,156
—
23,342
49,857
73,199
15,728
1950 - 2024
2005 - 2024
10 - 40
Mississippi
63
—
29,466
100,855
12,422
—
29,466
113,277
142,743
18,742
1959 - 2021
2006 - 2023
15 - 40
Missouri
106
—
64,782
131,418
67,399
—
64,782
198,817
263,599
47,317
1920 - 2023
1992 - 2024
15 - 40
Montana
26
—
4,102
11,865
2,654
—
4,102
14,518
18,620
5,828
1937 - 2016
2010 - 2016
20 - 40
Nebraska
11
—
10,052
10,581
5,033
—
10,052
15,614
25,666
2,488
1973 - 2019
2005 - 2024
20 - 40
Nevada
16
—
16,023
41,187
9,097
—
16,023
50,284
66,307
6,540
1961 - 2023
2012 - 2024
25 - 40
New Hampshire
10
—
11,299
39,056
—
—
11,299
39,056
50,355
10,424
1980 - 2004
2011 - 2022
25 - 30
New Jersey
33
—
53,956
202,697
7,600
—
53,956
210,297
264,253
59,343
1948 - 2025
1996 - 2024
25 - 40
New Mexico
33
—
22,315
81,052
21,795
—
22,315
102,848
125,163
20,786
1955 - 2019
2001 - 2024
25 - 40
New York
48
—
34,302
77,027
20,168
—
34,302
97,194
131,496
19,628
1905 - 2020
1997 - 2024
20 - 40
North Carolina
161
—
126,272
258,620
41,909
—
126,272
300,529
426,801
92,021
1906 - 2024
2004 - 2024
5 - 40

F-2
NNN REIT, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION (CONTINUED)
December 31, 2024
(dollars in thousands)
Initial Costs to
Company
Costs Capitalized
Subsequent to
Acquisition
Gross Amount at Which
Carried at Close of Period (a) (c)
State
# of
Properties
Encumbrances
Land
Building,
Improvements &
Leasehold
Interests
Improvements
Carrying
Costs
Land
Building,
Improvements &
Leasehold
Interests
Total
Accumulated
Depreciation &
Amortization (b)
Year of
Construction (e)
Year Acquired
Life on Which
Depreciation &
Amortization in
Latest Income
Statement is
Computed
(Years)
North Dakota
4
—
411
1,606
—
—
411
1,606
2,017
948
1974 - 1999
1997 - 2011
25 - 40
Ohio
193
—
126,588
299,250
77,934
—
126,588
376,991
503,579
118,574
1910 - 2025
1992 - 2024
15 - 40
Oklahoma
89
—
43,661
109,605
26,775
—
43,661
136,380
180,041
35,678
1964 - 2018
1996 - 2024
15 - 40
Oregon
8
—
6,040
10,216
1,000
—
6,040
11,216
17,256
3,976
1968 - 2008
1998 - 2023
20 - 40
Pennsylvania
88
—
72,020
137,489
49,818
—
71,835
185,984
257,819
51,594
1953 - 2024
1997 - 2024
2 - 40
Puerto Rico
1
—
1,729
—
2,732
—
1,729
2,131
3,860
976
1998 - 1998
2007 - 2007
33 - 33
Rhode Island
6
—
3,497
10,325
—
—
3,497
10,325
13,822
2,503
1938 - 2004
2016 - 2023
25 - 30
South Carolina
78
—
59,751
116,840
16,619
—
59,751
133,459
193,210
37,609
1921 - 2024
2005 - 2023
10 - 40
South Dakota
3
—
1,942
4,447
3,511
—
1,942
7,957
9,899
1,888
1985 - 2024
2012 - 2023
30 - 35
Tennessee
153
—
104,561
236,390
61,081
—
104,561
297,471
402,032
71,525
1958 - 2024
1996 - 2024
5 - 40
Texas
575
—
481,901
1,177,369
249,929
—
481,901
1,426,839
1,908,740
362,319
1890 - 2024
1993 - 2024
15 - 40
Utah
14
—
13,108
19,681
13,239
—
13,108
32,921
46,029
8,727
1951 - 2016
2006 - 2022
20 - 40
Virginia
118
—
101,701
177,563
66,719
—
100,591
243,323
343,914
69,571
1964 - 2024
1995 - 2024
5 - 40
Washington
27
—
22,767
35,177
15,999
—
22,767
51,177
73,944
18,979
1965 - 2017
1997 - 2024
20 - 40
West Virginia
24
—
14,442
28,027
1,394
—
14,442
29,421
43,863
8,220
1970 - 2021
2006 - 2023
25 - 40
Wisconsin
56
—
39,822
92,092
24,389
—
39,822
116,481
156,303
26,846
1940 - 2024
2006 - 2024
20 - 40
Wyoming
6
—
1,150
3,815
—
—
1,150
3,815
4,965
1,831
1949 - 2001
2010 - 2012
20 - 30
3,568
$
—
$ 2,922,640
$
6,280,821
$
1,623,135
$
—
$ 2,920,042
$
7,889,126
$
10,809,168
$
2,065,520

F-3
NNN REIT, INC. AND SUBSIDIARIES
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 2024
(dollars in thousands)
(a) The following is a reconciliation of the real estate portfolio accounted for using the operating method, including real estate held for sale for the years ended December 31:
2024
2023
2022
Beginning balance, January 1
$
10,397,432
$
9,678,127
$
8,917,586
Acquisitions and dollars invested in projects under construction or tenant improvements
565,707
820,238
846,331
Dispositions
(147,339)
(94,943)
(77,481)
Impairment losses
(6,632)
(5,990)
(8,309)
Ending balance, December 31
$
10,809,168
$
10,397,432
$
9,678,127
(b) The following is a reconciliation of accumulated depreciation and amortization for the years ended December 31:
2024
2023
2022
Beginning balance, January 1
$
1,864,614
$
1,660,665
$
1,471,393
Dispositions
(41,046)
(26,236)
(25,757)
Depreciation and amortization expense
241,952
230,185
215,029
Ending balance, December 31
$
2,065,520
$
1,864,614
$
1,660,665
(c) For financial reporting purposes, leases recorded as a direct financing lease are excluded from the real estate gross amounts at the close of the period and depreciation is not
applicable. As of December 31, 2024, the net investment in real estate accounted for under the direct financing method was $2,520.
(d) As of December 31, 2024, the aggregate cost of the properties owned by NNN for federal tax purposes was approximately $10,665,000 (unaudited).
(e) As of December 31, 2024, NNN has committed to fund the construction of certain properties, which is estimated to be completed within 12 to 18 months. The year of
construction represents the anticipated completion date.
See accompanying report of independent registered public accounting firm.

F-4
NNN REIT, INC. AND SUBSIDIARIES
SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE
December 31, 2024
(dollars in thousands)
Description
Interest
Rate
Maturity
Date
Periodic
Payment
Terms
Prior
Liens
Face
Amount of
Mortgages
Carrying
Amount of
Mortgages(c)
Principal
Amount
of Loans Subject
to Delinquent
Principal or
Interest
First mortgages on properties:
2 properties in VA
7.000%
3/1/2025
(b)
—
$
3,000
(d)$
451
$
—
$
3,000
$
451
(a) $
—
(a)
The following shows the changes in the carrying amounts of mortgage loans during the years ended December 31:
2024
2023
2022
Beginning balance, January 1
$
996
$
1,521
$
2,011
New mortgage loans
—
—
—
Deductions during the year:
Collections of principal
(599)
(559)
(521)
Other: credit (losses) recoveries(e)
54
34
31
Foreclosures
—
—
—
Ending balance, December 31
$
451
$
996
$
1,521
(b)
Principal and interest is payable at varying amounts over the life of the loan.
(c)
Mortgages held by NNN and its subsidiaries for federal income tax purposes for the year ended December 31, 2024, 2023
and 2022 were $454, $1,002 and $1,530, respectively.
(d)
Mortgages totaling $3,000 were accepted in connection with real estate transactions for the year ended December 31,
2020.
(e)
In accordance with FASB ASC Topic 326, Financial Instruments - Credit Losses, NNN recorded an allowance for an
estimated expected lifetime credit loss on its mortgage receivables based on the fair value of the collateral and a 15-year
historical collectability trend analysis.
See accompanying report of independent registered public accounting firm.

Shareholder Information
GENERAL INFORMATION
Equiniti Trust Company, LLC (EQ)
55 Challenger Road, Floor 2
Ridgefield Park, NJ 07660
(866) 627-2644
https://equiniti.com/us/ast-access/
SHAREHOLDER TOLL‑FREE LINE
(866) 627-2644
Worldwide: (718) 921-8124
DIVIDEND REINVESTMENT
Equiniti Trust Company, LLC
Wall Street Station P.O. Box 922
New York, NY 10269
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP
CORPORATE OFFICE
NNN REIT, Inc.
450 S. Orange Avenue, Suite 900
Orlando, FL 32801
(800) NNN-REIT
(407) 265-7348
www.nnnreit.com
For more information and to access
our website, scan here.
FORM 10-K
A copy of the Company’s Form 10-K, as filed with the Securities and Exchange Commission (SEC) for
fiscal 2024, which includes as Exhibits the Chief Executive Officer and Chief Financial Officer certifications
required to be filed with the SEC pursuant to Section 302 of the Sarbanes Oxley Act, has been filed with
the SEC and may also be obtained by shareholders without charge upon written request to the Company’s
Secretary at the above address, or by visiting www.nnnreit.com. During fiscal 2024, the Company filed
with the New York Stock Exchange (NYSE) the Certification of its Chief Executive Officer confirming that
the Chief Executive Officer was not aware of any violations by the Company of the NYSE’s corporate
governance listing standards.

450 S. Orange Avenue, Suite 900 | Orlando, FL 32801
(800) NNN-REIT | www.nnnreit.com