8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2021

SPIRIT REALTY CAPITAL, INC. 

(Exact name of registrant as specified in its charter)

Maryland	001-36004	20-1676382
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2727 North Harwood Street, Suite 300

Dallas, Texas 75201

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (972) 476-1900

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Registrant	Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Spirit Realty Capital, Inc.	Common stock, par value $0.05 per share	SRC	New York Stock Exchange
Spirit Realty Capital, Inc.	6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share	SRC-A	New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

Emerging growth company ☐ 

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

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 2, 2021, Spirit Realty Capital, Inc. (the “Company”), issued (i) a press release reporting its results of operations for the third fiscal quarter ended September 30, 2021, a copy of which is attached hereto as Exhibit 99.1 and (ii) a supplemental report of financial and operating information of the Company for the third fiscal quarter ended September 30, 2021, a copy of which is attached hereto as Exhibit 99.2.

The information set forth in Item 2.02 and in the attached Exhibits 99.1 and 99.2 is being “furnished” and shall not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any of the Company’s filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1	Earnings press release, dated November 2, 2021
99.2	Supplemental report of financial and operating information for the quarter ended September 30, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 2, 2021

SPIRIT REALTY CAPITAL, INC.
By:	/s/ Michael Hughes
	Michael Hughes Chief Financial Officer and Executive Vice President (Principal Financial Officer)

EX-99.1

Exhibit 99.1

Press Release

Spirit Realty Capital, Inc.

Announces Third Quarter of2021

Financial and Operating Results

- Generated Net Income of$0.32 per Share, FFO of$0.87per Share and AFFO of$0.84per Share -

- Invested $294.2 Million in Acquisitions and Revenue-Producing Capital Expenditures -

- Issued 4.2 Million Shares for Net Proceeds of $190.9 Million -

Dallas, TX— November 2, 2021—Spirit Realty Capital, Inc. (NYSE: SRC) ("Spirit" or the "Company"), a net-lease real estate investment trust ("REIT") that invests in single-tenant, operationally essential real estate, today reported its financial and operating results for the third quarter endedSeptember 30, 2021.

HIGHLIGHTS

• Generated net income of$0.32vs $0.11per diluted share, FFO of$0.87vs$0.59per share and AFFO of $0.84 vs $0.72 per share, compared to the same quarter in 2020.

• Invested$294.2 millionin the third quarter, including the acquisition of31properties for $291.8 million with an initial weighted average cash yield of 7.27% and an economic yield of 8.62%.

• Generated $7.6 million in gross proceeds from the disposition of three vacant properties.

• Entered into new forward contracts to issue 3.9 million shares of common stock at an initial weighted average forward price of $48.72 and issued 4.2 million shares of common stock to settle certain forward contracts, generating net proceeds of $190.9 million. As of September 30, 2021, Spirit had unsettled forward contracts for 1.6 million shares of common stock with a current weighted average forward price of $48.64.

• Adjusted Debt to Annualized Adjusted EBITDAre of 5.0x or 4.9x assuming the settlement of the 1.6 million open forward equity contracts.

• Produced strong operational performance, with occupancy of 99.7%, Lost Rent of 0.1% and Unreimbursed Property Costs of 1.4%.

• Had Corporate Liquidity of $843.5 million as of September 30, 2021, comprised of availability under the 2019 Credit Facility, cash and cash equivalents and available proceeds from unsettled forward equity contracts.

• Received a credit rating upgrade from Moody’s Investors Service on October 29, 2021 from Baa3 to Baa2.

CEO COMMENTS

“Our portfolio performance, driven by our high-quality mix of tenants, industries and asset types, coupled with accretive acquisitions, drove AFFO per share growth in the third quarter. We look forward to continuing our momentum into year-end as we execute our business strategy and capitalize on opportunities with our tenants and business partners,” stated Jackson Hsieh, President and Chief Executive Officer.

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DIVIDEND

For the third quarter of 2021, the Board of Directors declared a quarterly cash dividend of$0.638per share of common stock, representing an annualized rate of$2.552per share. The Board of Directors also declared a quarterly cash dividend of$0.375per preferred share. The quarterly common dividend was paid onOctober 15, 2021to stockholders of record as ofSeptember 30, 2021,and the preferred dividend was paid onSeptember 30, 2021to stockholders of record as ofSeptember 15, 2021.

2021 GUIDANCE

The Company updated its guidance for fiscal year 2021:

• AFFO of $3.29 to $3.30 per share and

• Net capital deployment of $0.9 billion to $1.1 billion (comprising acquisitions, revenue producing capital expenditures and development deals, net of dispositions).

EARNINGS WEBCAST AND CONFERENCE CALL TIME

The Company's third quarter2021earnings conference call is scheduled for Wednesday, November 3, 2021 at 9:30am Eastern Time. Interested parties can listen to the call via the following:

Internet: Go to www.spiritrealty.com and select the investor relations page at least 15 minutes prior to the start time of the call to register, download and install any necessary audio software.

Phone: No access code required.

(877) 407-9208 (Domestic) / (201) 493-6784 (International)

Replay: Available through November 17, 2021 with access code 13723286.

(844) 512-2921 (Domestic) / (412) 317-6671 (International)

SUPPLEMENTAL PACKAGES

A supplemental financial and operating report and associated addenda that contain non-GAAP measures and other defined terms, along with this press release, have been posted to the investor relations page of the Company's website atwww.spiritrealty.com.

ABOUT SPIRIT REALTY

Spirit Realty Capital, Inc. (NYSE: SRC) is a premier net-lease REIT that primarily invests in single-tenant, operationally essential real estate assets, subject to long-term leases.

As ofSeptember 30, 2021,our diverse portfolio consisted of 1,915 ownedproperties across 48 states, with an aggregate leasable area of 46.7 million square feet within retail, industrial and other buildings. Our properties were leased to 312 tenants operating in over 35 industries. More information about Spirit Realty Capital can be found on the investor relations page of the Company's website atwww.spiritrealty.com.

INVESTOR CONTACT

Investor Relations

(972) 476-1403

InvestorRelations@spiritrealty.com

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FORWARD-LOOKING AND CAUTIONARY STATEMENTS

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this press release, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words or similar words or phrases that are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and Spirit may not be able to realize them. Spirit does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following risks and uncertainties, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: industry and economic conditions; volatility and uncertainty in the financial markets, including potential fluctuations in the CPI; Spirit's success in implementing its business strategy and its ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; the financial performance of Spirit's retail tenants and the demand for retail space; Spirit's ability to diversify its tenant base; the nature and extent of future competition; increases in Spirit's costs of borrowing as a result of changes in interest rates and other factors; Spirit's ability to access debt and equity capital markets; Spirit's ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; Spirit's ability and willingness to renew its leases upon expiration and to reposition its properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or Spirit exercises its rights to replace existing tenants upon default; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect Spirit or its major tenants; Spirit's ability to manage its expanded operations; Spirit's ability and willingness to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended; the impact on Spirit’s business and those of its tenants from epidemics, pandemics or other outbreaks of illness, disease or virus (such as the strain of coronavirus known as COVID-19); and other risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments and potential damages from natural disasters discussed in Spirit's most recent filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2020 and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. While forward-looking statements reflect Spirit's good faith beliefs, they are not guarantees of future performance. Spirit disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law.

NOTICE REGARDING NON-GAAP FINANCIAL MEASURES

In addition to U.S. GAAP financial measures, this press release and the referenced supplemental financial and operating report and related addenda contain and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Definitions of non-GAAP financial measures, reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in the supplemental financial and operating report, which can be found in the investor relations page of our website.

(SRC:ER)

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SPIRIT REALTY CAPITAL, INC.

Reconciliation of Non-GAAP Financial Measures

(In Thousands, Except Share and Per Share Data)

(Unaudited)

FFO and AFFO

(Unaudited)		Three Months Ended September 30,
		2021		2020
Net income attributable to common stockholders	$	38,291	$	11,211
Portfolio depreciation and amortization		62,919		52,024
Portfolio impairments		4,435		8,106
Gain on disposition of assets		(453)		(10,763	)
FFO attributable to common stockholders	$	105,192	$	60,578
(Gain) loss on debt extinguishment		(1)		7,252
Deal pursuit costs		361		597
Non-cash interest expense		1,919		3,190
Straight-line rent, net of uncollectible reserve		(8,840)		(899	)
Other amortization and non-cash charges		(714)		(383	)
Non-cash compensation expense		3,504		2,967
Costs related to COVID-19(1)		46		702
AFFO attributable to common stockholders(2)	$	101,467	$	74,004
Dividends declared to common stockholders	$	78,674	$	66,171
Dividends declared as a percent of AFFO		78%		89%
Net income per share of common stock – Basic	$	0.32	$	0.11
Net income per share of common stock – Diluted	$	0.32	$	0.11
FFO per share of common stock – Diluted(3)	$	0.87	$	0.59
AFFO per share of common stock – Diluted(3)	$	0.84	$	0.72
Weighted average shares of common stock outstanding – Basic		119,775,871		102,750,120
Weighted average shares of common stock outstanding – Diluted		120,302,158		102,938,860

⁽¹⁾ Costs related to COVID-19are included in general and administrative expense and primarily relate to legal fees for executing rent deferral or abatement agreements.

⁽²⁾ AFFO for the three months ended September 30, 2021 and 2020 includes $1.0 million and $1.8 million, respectively, of deferred rental income recognized in conjunction with the FASB’s relief for deferral agreements extended as a result of the COVID-19 pandemic.  

⁽³⁾ Dividends paid and undistributed earnings allocated, if any, to unvested restricted stockholders are deducted from FFO and AFFO for the computation of the per share amounts. The following amounts were deducted:

	Three Months Ended September 30,
	2021	2020
FFO	$0.2 million	$0.2 million
AFFO	$0.2 million	$0.2 million

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SPIRIT REALTY CAPITAL, INC.

Reconciliation of Non-GAAP Financial Measures

(In Thousands, Except Share and Per Share Data)

(Unaudited)

Adjusted Debt, EBITDAre and Adjusted EBITDAre

Adjusted Debt	September 30, 2021
2019 Credit Facility	$	49,300
Senior Unsecured Notes, net		2,717,693
Mortgages payable, net		5,687
Total debt, net		2,772,680
Unamortized debt discount, net		11,134
Unamortized deferred financing costs		20,962
Cash and cash equivalents		(15,564)
Adjusted Debt		2,789,212
Preferred Stock at liquidation value		172,500
Adjusted Debt + Preferred Stock	$	2,961,712

Annualized Adjusted EBITDAre	Quarter Ended September 30, 2021
Net income	$	40,878
Interest		25,078
Depreciation and amortization		63,061
Income tax expense		244
Gain on disposition of assets		(453)
Portfolio impairments		4,435
EBITDAre		133,243
Adjustments to revenue producing acquisitions and dispositions		1,820
Deal pursuit costs		361
Gain on debt extinguishment		(1)
Costs related to COVID-19(1)		46
Non-cash compensation expense		3,504
Adjusted EBITDAre		138,973
Adjustments related to straight-line rent(2)		(233)
Other adjustments for Annualized EBITDAre(3)		(164)
Annualized Adjusted EBITDAre	$	554,304

Adjusted Debt / Annualized Adjusted EBITDAre(4)	5.0	x
Adjusted Debt + Preferred / Annualized Adjusted EBITDAre	5.3	x

⁽¹⁾ Costs related to COVID-19 are included in general and administrative expense and primarily relate to legal fees for executing rent deferral or abatement agreements.

⁽²⁾ Adjustment relates to prior period straight-line rent recognized in the current period.

⁽³⁾ Adjustment is comprised of certain other property costs, general and administrative expenses and non-recurring revenue recognized in other income.

⁽⁴⁾ Adjusted Debt / Annualized Adjusted EBITDAre would be 4.9x and Adjusted Debt + Preferred / Annualized Adjusted EBITDAre would be 5.2x if all 1.6 million shares under open forward sales agreements had been settled on September 30, 2021.

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EX-99.2

Supplemental Financial & Operating Information third QUARTER ENDED September 30, 2021 Exhibit 99.2

TABLE OF CONTENTS Corporate Headquarters 2727 N. Harwood St. Suite 300 Dallas, Texas 75201 Phone: 972-476-1900 www.spiritrealty.com Investor Relations 972-476-1903 InvestorRelations@spiritrealty.com Transfer Agent American Stock Transfer & Trust Company, LLC Phone: 866-703-9065 www.amstock.com Please see Appendix at the back of this supplement for Definitions and Explanations used throughout this supplement and a disclosure regarding Forward-Looking Statements.

Q3 2021 highlights Net income per share of $0.32, FFO per share of $0.87 and AFFO per share of $0.84 Operational Performance: Occupancy of 99.7%, Lost Rent of 0.1% and Unreimbursed Property Costs of 1.4% Invested $294.2 million, including the acquisition of 31 properties, with an initial weighted average cash yield of 7.27%, and generated gross proceeds of $7.6 million on the disposition of three vacant properties Ending Corporate Liquidity of $843.5 million and Adjusted Debt / Annualized Adjusted EBITDAre of 5.0x or 4.9x assuming the settlement of the 1.6 million open forward equity contracts Issued 4.2 million shares of common stock to settle certain forward contracts, generating net proceeds of $190.9 million Note: Data is as of or for the quarter ended September 30, 2021.

Q3 2021 Overview Portfolio Data Operational Data Balance Sheet Data $558.5M 37% Top 10 Tenant Concentration1 23% Investment Grade Rated Baa23 Moody’s Annualized Base Rent Top 20 Tenant Concentration1 5.0x / 4.9x2 Adjusted Debt / Annualized Adjusted EBITDAre 5.4x Fixed Charge Coverage Ratio Concepts 270 10.3 yrs WALT 99.8% Rent from Unencumbered Assets1 Unencumbered Assets / Unsecured Debt 2.8x Note: Data is as of or for the quarter ended September 30, 2021. 1As a percentage of ABR. 2Assuming the settlement of the 1.6 million open forward equity contracts. 3Upgraded from Baa3 on October 29, 2021. 1.8% Forward Same Store Sales 99.7% Occupancy 1.4% Unreimbursed Property Costs 0.1% Lost Rent Stable outlook Stable outlook Stable outlook

CONSOLIDATED BALANCE SHEETS $ IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS

CONSOLIDATED STATEMENTS OF OPERATIONS $ IN THOUSANDS 1For the three and nine months ended September 30, 2021, rental income included $137.2 million and $400.2 million of Base Cash Rent, respectively, and $3.9 million and $10.6 million of tenant reimbursable income, respectively. For the three and nine months ended September 30, 2020, rental income included $108.4 million and $335.1 million of Base Cash Rent, respectively, and $2.7 million and $8.2 million of tenant reimbursable income, respectively.

1Costs related to COVID-19 are included in general and administrative expense and primarily relate to legal fees for executing rent deferral or abatement agreements. 2AFFO for the three and nine months ended September 30, 2021 includes $1.0 million and $12.8 million, respectively, of deferred rental income recognized in conjunction with the FASB’s relief for deferral agreements extended as a result of the COVID-19 pandemic. AFFO for the three and nine months ended September 30, 2020 includes $1.8 million and $24.1 million, respectively, of deferred rental income recognized in conjunction with the FASB’s relief for deferral agreements extended as a result of the COVID-19 pandemic. 3Weighted average shares of common stock for non-GAAP measures for the nine months ended September 30, 2020 includes unvested market-based awards, which are dilutive for the non-GAAP calculations. Dividends paid and undistributed earnings allocated, if any, to unvested restricted stockholders are deducted from FFO and AFFO for the computation of the per share amounts. The following amounts were deducted: FUNDS AND ADJUSTED FUNDS FROM OPERATIONS $ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS

Other NON-GAAP RECONCILIATIONS $ in thousands 1Costs related to COVID-19 are included in general and administrative expense and primarily relate to legal fees for executing rent deferral or abatement agreements. 2Adjustment relates to prior period straight-line rent recognized in the current period. 3Adjustment is comprised of certain other property costs, general and administrative expenses and non-recurring revenue recognized in other income. 4Adjusted Debt / Annualized Adjusted EBITDAre would be 4.9x and Adjusted Debt + Preferred / Annualized Adjusted EBITDAre would be 5.2x if all 1.6 million shares under open forward sales agreements had been settled on September 30, 2021. 5Excludes costs related to COVID-19 and non-cash compensation expense, which are already included as add-backs to Adjusted EBITDAre. 6Adjustment is comprised of non-recurring revenue recognized in other income.

Debt Summary and Market Capitalization Note: Data is as of September 30, 2021, unless otherwise noted. 1As of September 30, 2021, $750.7 million of borrowing capacity was available under the 2019 Credit Facility and borrowings bore interest at LIBOR plus an applicable margin of 0.90% per annum. 2Our secured debt is partially amortizing and requires a balloon payment at maturity. 3Based on the share price of $46.04 as of September 30, 2021 and the total outstanding shares of 123,082,401 as of September 30, 2021, which excludes 0.2 million unvested restricted shares. 4The Fixed Charge Coverage Ratio as defined in the Senior Unsecured Notes indenture includes other adjustments, including the exclusion of preferred stock dividends. Debt Type Fixed / Floating Rate Debt 36.1% Total Debt to Total Assets (Requirement ≤ 60%) Senior Unsecured Note Covenant Compliance 0.1% Total Secured Debt to Total Assets (Requirement ≤ 40%) 5.6x Fixed Charge Coverage Ratio4 (Requirement ≥ 1.5x) 2.8x Total Unencumbered Assets to Unsecured Debt (Requirement ≥ 1.5x) Well-Staggered Maturities $ In Millions

Net Asset Value (NAV) Components Market Value of Real Estate $3.0B Debt and Equity $51.5M Other Assets $149.2M Other Liabilities $558.5M Annualized Base Rent $9.9M Net Book Value for Vacant Assets $2.8B Debt Principal1 $172.5M Preferred Equity Liquidation Value $15.6M Cash and Cash Equivalents $35.9M Tangible Other Assets $81.3M Dividends Payable $67.9M Accounts Payable, Accrued Expenses, and Other Tangible Liabilities $555.2M Annualized Adjusted Cash NOI Note: Data is as of September 30, 2021. 1Debt principal outstanding of $2,804.8 million is comprised of $49.3 million under the 2019 Credit Facility, $2,750.0 million of Senior Unsecured Notes and $5.5 million of mortgages payable. 2Total outstanding shares as of September 30, 2021, less 0.2 million unvested restricted shares. Excludes 1.6 million shares of common stock issuable under open forward contracts.

NET INVESTMENT ACTIVITY Asset Type and Tenant Industries2 1Capitalization rates are calculated based only on income producing properties. 2Percentages based on Gross Investment. Retail industries reflect the underlying Tenant operations, and Industrial and Other industries represent the underlying property use.

Top Tenancy and Portfolio Mix 1Percentages based on ABR. Retail industries, indicated by blue, reflect the underlying Tenant operations and non-retail industries, indicated by green, represent the underlying property use. 2Other includes hotel, country club, medical and data center assets. Diverse Portfolio1 Top 20 Tenants NON-RETAIL RETAIL

Portfolio Health % of ABR from Reporting Tenants Note: Percentages are weighted by ABR. 1Investment Grade Ratings represent the credit rating of our tenants, their subsidiaries or affiliated companies. Actual ratings based on S&P or Moody’s are used. Equivalent ratings (included in the chart), if available, based on shadow ratings from S&P Capital IQ are used if actuals are not available. 2Publicly owned represents ownership of our tenants or their affiliated companies. Data for ownership as of October 15, 2021. 3Represents corporate-level reporting of revenues of our tenants or their affiliated companies, excluding non-reporting tenants. Tenant Revenue Distribution3 Approximately 86% is $100M or Greater Spirit’s Public Exposure2 Increased 5% from the end of 2019 % of ABR from Publicly Owned Tenants

Granular and Liquid Portfolio

PORTFOLIO DIVERSIFICATION *Represent less than 0.1% of ABR. % of ABR State Southeast Mid-Atlantic Pacific Southwest Pacific Northwest 15.8% of ABR Southwest Midwest Northeast 7.6% of ABR 29.5% of ABR 14.7% of ABR 12.3% of ABR 2.9% of ABR 17.2% of ABR U.S. Virgin Islands

LEASE STRUCTURE, EXPIRATIONS AND ESCALATIONS $ in thousands 1.8% Forward Same Store Sales Occupancy Rates Lease Structure (% of ABR) 43.6% Master Lease Escalation Types (% of ABR) 1Vacant square feet includes unoccupied square footage on multi-tenant properties.

Appendix

NON-GAAP DEFINITIONS AND EXPLANATIONS

OTHER DEFINITIONS AND EXPLANATIONS

FORWARD-LOOKING STATEMENTS AND RISK FACTORS The information in this supplemental report should be read in conjunction with the accompanying earnings press release, as well as the Company's Annual Report on Form 10-K and other information filed with the Securities and Exchange Commission. This supplemental report is not incorporated into such filings. This document is not an offer to sell or a solicitation to buy securities of Spirit Realty Capital, Inc. Any offer or solicitation shall be made only by means of a prospectus approved for that purpose. This supplemental report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. When used in this supplemental report, the words “estimate,” “anticipate,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “seek,” “approximately” or “plan,” or the negative of these words or similar words or phrases that are predictions of or indicate future events or trends and which do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions of management. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise, and Spirit may not be able to realize them. Spirit does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following risks and uncertainties, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: industry and economic conditions; volatility and uncertainty in the financial markets, including potential fluctuations in the CPI; Spirit's success in implementing its business strategy and its ability to identify, underwrite, finance, consummate, integrate and manage diversifying acquisitions or investments; the financial performance of Spirit's retail tenants and the demand for retail space; Spirit's ability to diversify its tenant base; the nature and extent of future competition; increases in Spirit's costs of borrowing as a result of changes in interest rates and other factors; Spirit's ability to access debt and equity capital markets; Spirit's ability to pay down, refinance, restructure and/or extend its indebtedness as it becomes due; Spirit's ability and willingness to renew its leases upon expiration and to reposition its properties on the same or better terms upon expiration in the event such properties are not renewed by tenants or Spirit exercises its rights to replace existing tenants upon default; the impact of any financial, accounting, legal or regulatory issues or litigation that may affect Spirit or its major tenants; Spirit's ability to manage its expanded operations; Spirit's ability and willingness to maintain its qualification as a REIT under the Internal Revenue Code of 1986, as amended; the impact on Spirit’s business and those of its tenants from epidemics, pandemics or other outbreaks of illness, disease or virus (such as the strain of coronavirus known as COVID-19); and other risks inherent in the real estate business, including tenant defaults, potential liability relating to environmental matters, illiquidity of real estate investments and potential damages from natural disasters discussed in Spirit's most recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this supplemental report. While forward-looking statements reflect Spirit's good faith beliefs, they are not guarantees of future performance. Spirit disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes, except as required by law. In addition to U.S. GAAP financial measures, this presentation contains and may refer to certain non-GAAP financial measures. These non-GAAP financial measures are in addition to, not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP. These non-GAAP financial measures should not be considered replacements for, and should be read together with, the most comparable GAAP financial measures. Reconciliations to the most directly comparable GAAP financial measures and statements of why management believes these measures are useful to investors are included in this Appendix if the reconciliation is not presented on the page in which the measure is published.

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Document and Entity Information	Nov. 02, 2021
Document Information [Line Items]
Document Type	8-K
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Document Period End Date	Nov. 02, 2021
Entity Registrant Name	SPIRIT REALTY CAPITAL, INC.
Entity Central Index Key	0001308606
Entity Emerging Growth Company	false
Entity File Number	001-36004
Entity Incorporation State Country Code	MD
Entity Tax Identification Number	20-1676382
Entity Address, Address Line One	2727 North Harwood Street
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Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
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Document Information [Line Items]
Security 12b Title	Common stock, par value $0.05 per share
Trading Symbol	SRC
Security Exchange Name	NYSE
Series A Preferred Stock [Member]
Document Information [Line Items]
Security 12b Title	6.000% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
Trading Symbol	SRC-A
Security Exchange Name	NYSE