| Stockholders' Equity |
Note 6 – Stockholders' Equity:Universal Shelf Registration Statement. In August 2026, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which became automatically effective ("Universal Shelf"). The Universal Shelf permits the issuance by NNN of an indeterminate amount of debt and equity securities, including preferred stock, depositary shares, common stock, stock purchase contracts, rights, warrants and units. NNN may periodically offer one or more of these securities in amounts, prices and on terms to be announced when and if these securities are offered. The specifics of any future offerings along with the use of proceeds of any securities offered, will be described in detail in a prospectus supplement, or other offering materials, at the time of any offering. At-The-Market Offerings. NNN has established an ATM which allows NNN to sell shares of common stock. The following outlines NNN's ATM (dollars in thousands):
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2026 ATM |
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2023 ATM |
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Shelf registration statement: |
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Effective date |
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August 2026 |
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August 2023 |
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Termination date |
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August 2029 |
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August 2026 |
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Total allowable shares |
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25,000,000 |
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17,500,000 |
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As of September 30, 2026: |
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Total shares issued |
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- |
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10,247,225 |
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Total unsettled shares subject to forward sale agreements(1) |
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- |
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4,501,833 |
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Total remaining allowable shares |
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25,000,000 |
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- |
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Anticipated net proceeds from unissued shares(2) |
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$ |
- |
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$ |
204,046 |
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(1) |
NNN may physically settle the forward sale agreements (by the delivery of shares of common stock) and receive proceeds from the sales of those shares on one or more forward settlement dates, which shall occur no later than January 2028. |
(2) |
Includes impact of forward price adjustments through September 30, 2026. Subject to certain conditions, NNN has the right to elect cash or net share settlement rather than physical settlement of the forward sale agreements, which, if elected, could result in cash outflows rather than share issuances. NNN currently intends to physically settle its forward sale agreements. |
The following table outlines the common stock activity pursuant to NNN's ATM (dollars in thousands, except per share data):
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Quarter Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Common stock: |
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Shares(1) |
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502,305 |
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1,655,053 |
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8,169,065 |
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1,891,959 |
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Average sale price per share |
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$ |
47.28 |
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$ |
42.91 |
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$ |
45.80 |
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$ |
42.94 |
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Common stock issued: |
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Shares(2) |
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2,000,000 |
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1,655,053 |
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3,667,232 |
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1,891,959 |
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Average price per share (gross) |
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$ |
45.46 |
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$ |
42.91 |
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$ |
45.14 |
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$ |
42.94 |
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Gross proceeds |
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$ |
90,924 |
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$ |
71,013 |
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$ |
165,541 |
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$ |
81,243 |
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Less: stock issuance costs(3) |
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(1,953 |
) |
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(1,277 |
) |
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(3,291 |
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(1,529 |
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Net proceeds |
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$ |
88,971 |
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$ |
69,736 |
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$ |
162,250 |
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$ |
79,714 |
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(1) |
Includes 502,305 and 8,169,065 shares of common stock underlying forward sale agreements entered into during the quarter and nine months ended September 30, 2026, respectively. There were no shares of common stock underlying forward sales agreements during the quarter and nine months ended September 30, 2025. |
(2) |
Includes 2,000,000 and 3,667,232 shares of common stock issued in settlement of forward sale agreements during the quarter and nine months ended September 30, 2026. There were no shares of common stock issued in settlement of forward sale agreements during the quarter and nine months ended September 30, 2025. |
(3) |
Stock issuance costs consist primarily of underwriters' and agents' fees and commissions and legal and accounting fees. |
Dividend Reinvestment and Stock Purchase Plan. In February 2024, NNN filed a shelf registration statement for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") with the Commission that was automatically effective and permits NNN to issue up to 4,000,000 shares of common stock. The following outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):
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Quarter Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Shares of common stock |
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14,352 |
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15,684 |
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45,226 |
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49,776 |
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Net proceeds |
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$ |
655 |
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$ |
647 |
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$ |
1,992 |
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$ |
2,010 |
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Dividends. The following table outlines the dividends declared and paid for NNN's common stock (dollars in thousands, except per share data):
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Quarter Ended September 30, |
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Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Dividends |
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$ |
118,452 |
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$ |
112,809 |
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$ |
345,574 |
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$ |
329,710 |
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Per share |
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0.62 |
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0.60 |
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1.82 |
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1.76 |
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In October 2026, NNN declared a dividend of $0.62 per share, which is payable on November 13, 2026 to its common stockholders of record as of October 30, 2026.
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