NNN REIT, Inc. Enters Equity Distribution Agreement for 25M Shares

What Happened

• On August 6, 2026, NNN REIT, Inc. announced it entered into a new Equity Distribution Agreement with a group of sales agents (including Wells Fargo, BofA, Citigroup, Morgan Stanley, Jefferies, Raymond James, RBC, TD, Truist, BTIG and Nomura via BTIG). This agreement replaces the company’s prior equity distribution agreement dated August 3, 2023 (no further sales may be made under the prior agreement).
• Under the new agreement the company may issue and sell, from time to time, up to 25,000,000 shares of its common stock (par value $0.01) either through the agents as sales agents or directly to agents acting as principals. The filing also describes related Master Confirmations for forward sale arrangements with a group of forward purchasers (major banks and dealers).

Key Details

• Date filed/entered: August 6, 2026.
• Maximum shares: up to 25,000,000 shares of common stock.
• Agents/participants: includes Wells Fargo, BofA, Citigroup, Morgan Stanley, Jefferies, Raymond James, RBC, TD, Truist, BTIG and Nomura (via BTIG) among others.
• Fees/commissions: sales agents may receive up to 2.0% of gross sales price; forward purchasers/forward sellers may receive commissions (reflected as reductions in forward sale price) up to 2.0%.
• Forward sale mechanics: the company may enter contingent forward transactions (purchase obligation contingent on exercise) or non‑contingent forward transactions (fixed obligation). The company expects to physically settle fixed share forwards (receiving cash proceeds equal to underlying shares × forward sale price), though cash or net-share settlement is also possible. The company initially will not receive proceeds from sales of borrowed shares by forward sellers; contingent forwards may generate contingency premiums.

Why It Matters

• This agreement gives NNN REIT a flexible, on‑demand way to raise equity capital (up to 25M shares) through at-the-market offerings and forward-sale structures. That can help fund growth, acquisitions, debt repayment, or general corporate needs.
• For current investors, the arrangement creates potential dilution if shares are issued and sold into the market; the forward structures also affect timing and amount of cash the company may receive (physical settlement typically yields cash proceeds, while cash/net-share settlements may not).
• The new agreement replaces the prior 2023 equity distribution agreement, signaling an updated capacity and set of counterparties for future equity offerings.