10-K

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, 2022

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

NATIONAL RETAIL PROPERTIES, 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 x 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 x

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 x 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 x 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. x

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 x

At June 30, 2022, the aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was approximately $7,534,963,000 based upon the last reported sale price on the New York Stock Exchange on June 30, 2022, 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 30, 2023 was 181,461,427.

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 National Retail Properties, Inc.’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Regulation 14A.

TABLE OF CONTENTS

		PAGE REFERENCE
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	21
Item 2.	Properties	21
Item 3.	Legal Proceedings	21
Item 4.	Mine Safety Disclosures	21
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	22
Item 6.	Reserved	23
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	71
Item 9A.	Controls and Procedures	71
Item 9B.	Other Information	73
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	73
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	73
Item 11.	Executive Compensation	73
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	73
Item 13.	Certain Relationships and Related Transactions, and Director Independence	73
Item 14.	Principal Accounting Fees and Services	73
Part IV
Item 15.	Exhibits and Financial Statement Schedules	74
Item 16.	Form 10-K Summary	78
Signatures		79

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 National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain 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. The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause NNN's actual results to differ materially from those presented in our forward-looking statements:

•Changes in financial and economic conditions, including inflation may have an adverse impact on NNN, its tenants, and commercial real estate in general;

•Loss of rent from tenants would reduce NNN’s cash flow;

•A significant portion of NNN’s annual base rent is concentrated in specific industry classifications, tenants and geographic locations;

•NNN may not be able to successfully execute its acquisition or development strategies;

•NNN may not be able to dispose of properties consistent with its operating strategy;

•Certain provisions of NNN’s leases or loan agreements may be unenforceable;

•Competition from numerous other real estate investment trusts (“REIT”), commercial developers, real estate limited partnerships and other investors may impede NNN’s ability to grow;

•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;

•NNN’s ability to fully control the management of its net-leased properties may be limited;

•Vacant properties or bankrupt tenants could adversely affect NNN’s business or financial condition;

•Cybersecurity risks and cyber incidents as well as other significant disruptions of NNN’s information technology networks and related systems and resources, could adversely affect NNN's business, disrupt operations and expose NNN to liabilities to tenants, employees, capital providers, and other third parties;

•Future investment in international markets could subject NNN to additional risks;

•NNN may suffer a loss in the event of a default or bankruptcy of a borrower;

•Property ownership through joint ventures and partnerships could limit NNN’s control of those investments;

•NNN may be unable to obtain debt or equity capital on favorable terms, if at all;

•The amount of debt NNN has and the restrictions imposed by that debt could adversely affect NNN’s business and financial condition;

•NNN is obligated to comply with financial and other covenants in its debt instruments that could restrict its operating activities, and the failure to comply with such covenants could result in defaults that accelerate the payment of such debt;

•NNN’s ability to pay dividends in the future is subject to many factors;

•Owning real estate and indirect interests in real estate carries inherent risks;

•NNN’s real estate investments are illiquid;

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•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;

•NNN’s failure to qualify as a REIT for federal income tax purposes could result in significant tax liability;

•Compliance with REIT requirements, including distribution requirements, may limit NNN’s flexibility and may negatively affect NNN’s operating decisions;

•The share ownership restrictions of the Internal Revenue Code of 1986, as amended ("the Code"), for REITs and the 9.8% share ownership limit in NNN’s charter may inhibit market activity in NNN’s shares of stock and restrict NNN’s business combination opportunities;

•The cost of complying with changes in governmental laws and regulations may adversely affect NNN's results of operations;

•Non-compliance with Title III of the Americans with Disabilities Act of 1990 could have an adverse effect on NNN's business and operating results;

•NNN's loss of key management personnel could adversely affect performance and the value of its securities;

•NNN's failure to maintain effective internal control over financial reporting could have a material adverse effect on its business, operating results and the market value of NNN's securities;

•An epidemic or pandemic (such as the outbreak and worldwide spread of a novel strain of coronavirus, and its variants ("COVID-19")), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt NNN's tenants' ability to operate their businesses and/or pay rent to NNN or prevent NNN from operating its business in the ordinary course for an extended period;

•Acts of violence, terrorist attacks or war may affect NNN's properties, the markets in which NNN operates and NNN's results of operations;

•Changes in accounting pronouncements could adversely impact NNN's or NNN's tenants' reported financial performance;

•The market value of NNN's equity and debt securities is subject to various factors that may cause significant fluctuations or volatility;

•Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow; and

•Adverse legislative or regulatory tax changes could reduce NNN's earnings and cash flow and the market value of NNN's securities.

In addition, NNN describes risks and uncertainties that could cause actual results and events to differ materially in “Risk Factors” (Part I, Item 1A of this Annual Report on Form 10-K), “Quantitative and Qualitative Disclosures about Market Risk” (Part II, Item 7A), and “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” (Part II, Item 7).

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Item 1. Business

The Company

NNN, a Maryland corporation, is a fully integrated 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 National Retail Properties, 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 3,411 Properties with an aggregate gross leasable area of approximately 35,010,000 square feet, located in 48 states, with a weighted average remaining lease term of 10.4 years as of December 31, 2022. Approximately 99 percent of the Properties were leased as of December 31, 2022.

Competition

NNN faces active competition from many sources, both domestically and internationally, for net-lease investment opportunities in commercial properties. 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 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 tax on income that it distributes to its stockholders, provided that it distributes 100 percent of its REIT taxable income and 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.

Corporate Responsibility and Environmental, Social and Governance Matters (“ESG”)

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 the best-in-class corporate governance standards. Holding NNN to such standards is critical to the long-term success of NNN’s stockholders, associates, and community.

Sustainability Team. In 2022, NNN created a Sustainability Team, which reports directly to the Executive Vice President, General Counsel and Secretary, with direct oversight by the Governance and Nominating Committee of the Board of Directors. The Sustainability Team is comprised of a group of associates from a broad spectrum of seniority levels and departments of the Company, including but not limited to human resources, legal, asset management, lease administration, accounting, underwriting and acquisitions. 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.

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Human Capital Development. As of January 31, 2023, the Company employed 77 associates, all of which are full-time. NNN’s success is dependent upon the dedication and hard work of NNN’s talented associates. NNN encourages continued professional and personal development of all associates by providing hundreds of hours of in-person and online training opportunities that touch all aspects of NNN’s business. NNN also has associate mentoring and training programs and formalized talent development programs at all levels of the Company. The success of NNN’s commitment to its associates is shown in the long tenure of NNN’s associates. The executive team, department heads, and senior managers average over 21 years of experience with NNN. In addition 47% of NNN’s associates have been with NNN for 10 years or longer. The institutional knowledge and long tenure of NNN’s associates is a true competitive advantage of the Company. In addition, the Company's gender make-up is comprised of 58% females and 42% males. NNN has adopted a Human Capital Policy which is available on the Company's website at www.nnnreit.com.

Total Rewards, Benefits & Work-Life Balance. NNN also focuses on additional benefits for its associates in an effort to make sure the 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, adoption benefits, flexible spending and health savings accounts, health and wellness events, and access to a state of the art online wellness platform. NNN has been the repeat recipient of numerous wellness awards, including the prestigious Cigna Well-Being Award.

Community Service and Partnerships. NNN cares about the communities in which its associates live and work. NNN stands behind a commitment to improving education, strengthening neighborhoods, and encouraging volunteer service. NNN actively promotes volunteering by its associates by organizing and sponsoring specific volunteer days throughout the year at various charities, including Ronald McDonald House of Central Florida and Give Kids the World. Associates are encouraged to volunteer on work days during work hours. In addition to NNN’s donation of time, NNN is also a meaningful financial donor 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 corporate citizen and steward of the environment. NNN demonstrates its commitment to good stewardship of the environment 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.

NNN Corporate Headquarters. NNN’s corporate headquarters building is ENERGY STAR® certified by meeting the strict energy performance standards set by the Environmental Protection Agency ("EPA"). 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 typical lease terms of 30 to 40 years including base and option terms which gives NNN’s tenants exclusive control over and the ability to institute energy conservation and environmental management programs at the Properties. NNN’s tenants are overwhelmingly large companies with sophisticated conservation and sustainability programs. These programs limit the use of resources and limit the impact of the use of NNN’s Properties on the environment, including, but not limited to, implementing green building and lighting standards, and recycling programs. NNN’s leases also typically require the 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 make sure that the tenants are meeting their obligations to remediate or remedy any open environmental matters. On all Properties that NNN acquires, NNN obtains 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 on the Properties. Furthermore, NNN has in place a portfolio environmental insurance policy that covers substantially all of NNN’s Properties for certain environmental risks.

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NNN’s form leases contain "green lease clauses" which require the tenants to report energy usage and emissions and NNN actively negotiates with tenants in all new acquisitions for their acceptance of green lease clauses.

Climate Preparedness. NNN regularly monitors the status of impending natural disasters and the impact of such disasters on the 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 typically requires the tenants to carry earthquake insurance above what is typically covered in an extended coverage policy. In addition, NNN also carries a contingent extended coverage policy on the Property Portfolio, which also 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.

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 property operating expenses such as insurance, utilities, repairs, maintenance, capital expenditures and real estate taxes and assessments. Initial lease terms are generally 10 to 20 years.

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. These key indicators for NNN include items such as: the composition of the Property Portfolio (such as tenant, geographic and line of trade diversification), the occupancy rate of the Property Portfolio, certain financial performance ratios 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 33 consecutive years. NNN has the third longest record of consecutive annual dividend increases of all publicly traded REITs.

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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 size, age and title status of the property,

•the quality of construction and design and the current physical condition of the property,

•the potential for, and current extent of, any environmental problems,

•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,

•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.

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 strategy 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 the issuance of public or private equity or debt capital market transactions; (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 its short-term liquidity requirements, including investments in additional Properties, with cash and cash equivalents, cash provided from operations and advances from its unsecured revolving credit facility ("Credit Facility"). As of December 31, 2022, NNN had $2,505,000 of cash and cash equivalents and $933,800,000 was available for future borrowings under the Credit Facility.

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As of December 31, 2022, NNN’s ratio of total debt to total gross assets (before accumulated depreciation and amortization) was approximately 40 percent and the ratio of secured debt to total gross assets was less than one percent. The ratio of total debt to total market capitalization was approximately 33 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. Additionally, NNN may change its financing strategy.

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.

Property Portfolio

As of December 31, 2022, NNN owned 3,411 Properties with an aggregate gross leasable area of approximately 35,010,000 square feet, located in 48 states, with a weighted average remaining lease term of 10.4 years. Approximately 99 percent of total Properties were leased as of December 31, 2022.

The following table summarizes the Property Portfolio as of December 31, 2022 (in thousands):

	Size(1)						Total Dollars Invested(2)
	High		Low		Average		High		Low		Average
Land		6,586		5		101	$	11,899	$	5	$	794
Building		179		1		10		45,286		30		2,090

(1)Approximate square feet.

(2)Costs vary depending upon size, improvements, local market conditions and other factors.

Leases

The following is a summary of the general structure of the leases in the Property Portfolio, although the specific terms of each lease can vary significantly. Generally, the Property leases provide for initial terms of 10 to 20 years. As of December 31, 2022, the weighted average remaining lease term of the Property Portfolio was approximately 10.4 years. The Properties are generally leased under triple-net leases, which require the tenant to pay all property 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 $227,000), and generally provide for 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. 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 the 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

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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 30, 2023, NNN had 71 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"). The 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 30, 2023, 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.

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 are located at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801, and its telephone number is (407) 265–7348.

NNN’s website is located 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 furnish 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 Policy and Whistleblower Policy, as well as NNN’s stance on corporate governance and risk management, social responsibility and environmental practices and their impact in the Corporate Responsibility and Sustainability Report.

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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.

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.

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.

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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, 2022, approximately,

•54.1% of the Property Portfolio annual base rent is generated from tenants in five retail lines of trade: full-service and limited-service restaurants (18.0%), convenience stores (16.5%), automotive service (13.7%) and family entertainment centers (5.9%),

•19.5% of the Property Portfolio annual base rent is generated from five tenants: 7-Eleven (4.7%), Mister Car Wash (4.4%), Camping World (3.9%), LA Fitness (3.4%) and GPM Investments (convenience stores) (3.1%), and

•41.0% of the Property Portfolio annual base rent is generated from properties located in five states: Texas (17.1%), Florida (8.8%), Illinois (5.3%), Ohio (5.2%) and Georgia (4.6%).

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 assure 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.

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, mortgage loans or other 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.

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Competition from numerous other REITs, commercial developers, real estate limited partnerships and other investors 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 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.

Vacant properties or bankrupt tenants could adversely affect NNN’s business or financial condition.

As of December 31, 2022, NNN owned 21 vacant, un-leased Properties, which accounted for approximately one percent of total Properties 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. As of January 30, 2023, less than one percent of total Properties, and less than one percent of aggregate gross leasable area held in the Property Portfolio, was leased to one tenant that is currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, this tenant has the right to reject or affirm their leases with NNN.

Cybersecurity risks and cyber incidents as well as other significant disruptions of NNN’s information technology networks and related systems and resources, could adversely affect NNN's business, disrupt operations and expose NNN to liabilities to tenants, employees, 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. As part of NNN’s normal business activities, (i) NNN allows associates to perform some or all of their business activities remotely, and (ii) NNN collects and stores certain personal identifying and confidential information relating to its tenants, employees, vendors and suppliers, and (iii) maintains operational and financial information related to NNN’s business.

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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.

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, employee error, system error, 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, or

•a failure of disaster recovery system.

A significant and extended disruption 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.

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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, 2022, NNN held mortgages receivable of $1,530,000, 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.

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 between 2023 and 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.

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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, 2022, NNN had outstanding debt, including mortgages payable of $9,964,000, total unsecured notes payable of $3,739,890,000 and $166,200,000 outstanding 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 debt outstanding 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 common and preferred 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.

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, 2022, NNN had approximately $3,916,054,000 of outstanding debt, of which approximately $9,964,000 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.

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NNN’s 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 common and preferred 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.

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.

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NNN’s real estate investments are illiquid.

Because real estate investments are relatively illiquid, NNN’s ability to adjust the 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.

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 30, 2023, NNN had 71 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.

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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 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.

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 on-going 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 amounts distributed to stockholders, so long as it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2022, 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% 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

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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.

Non-compliance with Title III of the Americans with Disabilities Act of 1990 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 30, 2023, 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. The executive team, department heads, and senior managers average over 21 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 (such as the outbreak and worldwide spread of COVID-19), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt NNN's tenants' ability to operate their businesses and/or pay rent to NNN or prevent NNN from operating its business in the ordinary course for an extended period.

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An 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;

•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 common and preferred 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, property taxes, 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.

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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.

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.

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Item 1B. Unresolved Staff Comments

None.

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.

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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”) for the five-year period commencing December 31, 2017 and ending December 31, 2022. The graph assumes an investment of $100 on December 31, 2017.

Comparison to Five-Year Cumulative Total Return

 

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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 for the fifteen-year period commencing December 31, 2007 and ending December 31, 2022. The graph assumes an investment of $100 on December 31, 2007.

Comparison to Fifteen-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 2023, NNN declared dividends payable to its stockholders of $99,401,000, or $0.550 per share, of common stock.

Holders.

On January 30, 2023, there were 1,562 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.

Securities Authorized for Issuance Under Equity Compensation Plans.

None.

Sale of Unregistered Securities.

None.

Issuer Purchases of Equity Securities.

None.

Item 6. [Reserved]

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 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, 2021 filed with the Commission on February 9, 2022.

The term "NNN" or the "Company" refers to National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain 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").

NNN owned 3,411 Properties with an aggregate gross leasable area of approximately 35,010,000 square feet, located in 48 states, with a weighted average remaining lease term of 10.4 years as of December 31, 2022. Approximately 99 percent of the Properties were leased as of December 31, 2022.

NNN’s management team focuses on certain key indicators to evaluate the financial condition and operating performance of NNN. The key indicators for NNN include items such as: the composition of the Property Portfolio (such as tenant, geographic and line of trade diversification), the occupancy rate of the Property Portfolio, certain financial performance ratios and profitability measures, industry trends and industry performance compared to that of NNN.

NNN evaluates the creditworthiness of its significant current and prospective tenants. This evaluation may include reviewing available financial statements, store level financial performance, press releases, public credit ratings from major credit rating agencies, industry news publications and financial market data (debt and equity pricing). NNN may also evaluate the business and operations of its significant tenants, including past payment history and periodically meeting with senior management of certain tenants.

NNN continues to maintain its diversification by tenant, geography and tenant’s line of trade. NNN’s largest lines of trade concentrations are the restaurant (18.0%) (including full and limited service), convenience store (16.5%) and automotive service (13.7%) 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 south and southeast United States, which are regions of historically above-average population growth. Given these concentrations, any financial hardship within these sectors or geographic regions could have a material adverse effect on the financial condition and operating performance of NNN.

As of December 31, 2022, 2021 and 2020, 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 maintaining operating earnings.

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Impact of COVID-19 on NNN’s Business

Overview. Since March 2020, the evolution of the pandemic and worldwide spread of COVID-19 has had, and may continue to pose significant risk and uncertainty to the potential adverse effects to the economy and financial markets. See "Item 1A. Risk Factors."

As a result, the COVID-19 pandemic and the government reaction to it negatively affected almost every industry directly or indirectly. A number of NNN’s tenants experienced temporary closures of their operations which resulted in the continued loss of revenue and challenged their ability to pay rent. Certain of these NNN tenants requested adjustments to their lease terms during this pandemic. As a result, these economic hardships increased uncertainty with respect to the collectability of lease payments and had a negative effect on NNN's financial results, including increased accounts receivables and related allowances and recognizing revenue on a cash basis from certain of its tenants.

NNN entered into rent deferral lease amendments with certain tenants, for an aggregate $4,758,000 and $52,019,000 of rent originally due for the years ending December 31, 2021 and 2020, respectively, which require the deferred rents to be repaid at a later time during the lease term. As of December 31, 2022, an aggregate of approximately $49,561,000 or 87 percent of the deferred rent has been repaid to NNN. The remaining deferred rents are expected to be repaid and coming due periodically by December 31, 2025.

The following table outlines the rent deferred and corresponding scheduled repayment of the rent deferral lease amendments executed as of December 31, 2022 (dollars in thousands):

	Deferred									Scheduled Repayment
	Accrual Basis		Cash Basis		Total		% of Total			Accrual Basis		Cash Basis		Total		% of Total			Cumulative Total
2020	$	33,594	$	18,425	$	52,019		91.7	%	$	3,239	$	20	$	3,259		5.7	%		5.7	%
2021		990		3,768		4,758		8.3	%		25,935		5,841		31,776		56.0	%		61.7	%
2022		—		—		—		—			5,391		9,135		14,526		25.6	%		87.3	%
2023		—		—		—		—			19		3,334		3,353		5.9	%		93.2	%
2024		—		—		—		—			—		1,932		1,932		3.4	%		96.6	%
2025		—		—		—		—			—		1,931		1,931		3.4	%		100.0	%
	$	34,584	$	22,193	$	56,777		100.0	%	$	34,584	$	22,193	$	56,777		100.0	%

While NNN's rent collections have returned to pre-pandemic levels, NNN's operation and those of NNN's tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

Historical rent collections and rent relief requests may not be indicative of rent collections and requests in the future. Depending on macroeconomic conditions and their impact on a tenant's business and operations, deferred rents may be difficult to collect.

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. 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 are included in Note 1 of NNN’s 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 and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy.

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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 similar to least similar.

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

NNN's real estate is generally leased to tenants on a net lease basis, whereby the tenant is responsible for all operating expenses relating to the Property, including property taxes, insurance, maintenance, repairs and capital expenditures.

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.

In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to COVID-19 related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. NNN elected to make this policy election for COVID-19 lease concessions, provided in the rent deferral lease amendments effective during the years ended December 31, 2021 and 2020.

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 lease payment collections. 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.

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 ASC 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

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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.

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

New Accounting Pronouncements. Refer to Note 1 of the December 31, 2022, 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:

	2022			2021			2020
Properties Owned:
Number		3,411			3,223			3,143
Total gross leasable area (square feet)		35,010,000			32,753,000			32,461,000
Properties:
Leased and unimproved land		3,390			3,191			3,096
Percent of Properties – leased and unimproved land		99	%		99	%		99	%
Weighted average remaining lease term (years)		10.4			10.6			10.7
Total gross leasable area (square feet) – leased		34,829,000			32,395,000			31,631,000

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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, 2022:

	% of Annual Base Rent(1)	# of Properties	Gross Leasable Area(2)		% of Annual Base Rent(1)	# of Properties	Gross Leasable Area(2)
2023	1.6%	83	889,000	2029	2.9%	82	1,032,000
2024	3.0%	90	1,439,000	2030	3.5%	107	1,207,000
2025	5.4%	187	1,986,000	2031	7.8%	186	2,704,000
2026	5.2%	219	2,162,000	2032	6.3%	221	2,358,000
2027	8.7%	240	3,637,000	Thereafter	50.5%	1,794	15,662,000
2028	5.1%	179	1,753,000

(1)Based on the annualized base rent for all leases in place as of December 31, 2022.

(2)Approximate square feet.

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	2022	2021	2020
1.	Convenience stores	16.5%	17.9%	18.2%
2.	Automotive service	13.7%	12.3%	10.3%
3.	Restaurants – full service	9.1%	9.8%	10.5%
4.	Restaurants – limited service	8.9%	9.4%	9.7%
5.	Family entertainment centers	5.9%	5.9%	5.9%
6.	Health and fitness	4.9%	5.2%	5.3%
7.	Theaters	4.3%	4.5%	4.4%
8.	Recreational vehicle dealers, parts and accessories	4.1%	3.9%	3.5%
9.	Equipment rental	3.1%	3.2%	2.6%
10.	Automotive parts	2.6%	3.0%	3.1%
11.	Wholesale clubs	2.6%	2.5%	2.6%
12.	Drug stores	2.6%	1.3%	1.5%
13.	Home improvement	2.3%	2.5%	2.6%
14.	Furniture	2.3%	1.7%	1.7%
15.	Medical service providers	1.9%	2.0%	2.2%
16.	General merchandise	1.6%	1.7%	1.7%
17.	Consumer electronics	1.4%	1.5%	1.5%
18.	Home furnishings	1.4%	1.5%	1.6%
19.	Travel plazas	1.4%	1.5%	1.5%
20.	Automobile auctions, wholesale	1.3%	1.3%	1.1%
	Other	8.1%	7.4%	8.5%
		100.0%	100.0%	100.0%

(1)Based on annualized base rent for all leases in place as of December 31 of the respective year.

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The following table summarizes the diversification of the Property Portfolio by state as of December 31, 2022:

	State	# of Properties	% of Annual Base Rent(1)
1.	Texas	528	17.1%
2.	Florida	257	8.8%
3.	Illinois	164	5.3%
4.	Ohio	192	5.2%
5.	Georgia	167	4.6%
6.	North Carolina	163	4.0%
7.	Indiana	148	3.8%
8.	Tennessee	154	3.8%
9.	Virginia	119	3.6%
10.	California	76	3.5%
	Other	1,443	40.3%
		3,411	100.0%

(1)Based on annualized base rent for all leases in place as of December 31, 2022.

Property Acquisitions. The following table summarizes the Property acquisitions for each of the years ended December 31 (dollars in thousands):

	2022			2021			2020
Acquisitions:
Number of Properties		223			156			63
Gross leasable area (square feet)(1)		2,629,000			1,341,000			449,000
Cap rate(2)		6.4	%		6.5	%		6.5	%
Total dollars invested(3)	$	847,747		$	555,415		$	179,967

(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 unsecured revolving credit facility (the "Credit Facility") or by issuing its debt or equity securities in the capital markets.

Property Dispositions. The following table summarizes the Properties sold by NNN for each of the years ended December 31 (dollars in thousands):

	2022			2021			2020
Number of properties		33			74			38
Gross leasable area (square feet)		311,000			1,015,000			425,000
Net sales proceeds	$	65,216		$	122,018		$	54,488
Net gain on disposition of real estate	$	17,443		$	23,094		$	16,238
Cap rate(1)		5.9	%		7.4	%		6.1	%

(1)The cap rate is a weighted average, calculated as the cash annual base rent dividend by the total sale price of the properties.

NNN typically uses the proceeds from a Property disposition to either pay down the Credit Facility or reinvest in real estate.

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Analysis of Revenue

General. NNN’s total revenues increased for the year ended December 31, 2022, as compared to the same periods ended in 2021 and 2020. The increase is primarily due to scheduled rent increases based on increases in the Consumer Price Index ("CPI") and to the income generated from newly acquired Properties. (See "Results of Operations – Property Analysis - Property Acquisitions").

The following summarizes NNN's revenues for each of the years ended December 31 (dollars in thousands):

	2022		2021		2020		2022 Versus 2021			2021 Versus 2020
Rental Revenues(1)	$	753,816	$	705,194	$	640,754		6.9	%		10.1	%
Real estate expense reimbursement from tenants		17,802		18,665		18,039		(4.6	)%		3.5	%
Rental income		771,618		723,859		658,793		6.6	%		9.9	%
Interest and other income from real estate transactions		1,435		2,548		1,888		(43.7	)%		35.0	%
Total revenues	$	773,053	$	726,407	$	660,681		6.4	%		9.9	%

(1)Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Revenues").

Comparison of Revenues – 2022 versus 2021

Rental Income. Rental income increased for the year ended December 31, 2022, as compared to the same period in 2021. The increase is primarily due to Property acquisitions:

•a partial year of Rental Revenue from 223 Properties with aggregate gross leasable area of approximately 2,629,000 square feet acquired in 2022, and

•a full year of Rental Revenue from 156 Properties with aggregate gross leasable area of approximately 1,341,000 square feet acquired in 2021.

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Analysis of Expenses

General. Operating expenses increased primarily due to the increase in depreciation expense resulting from the continued growth of NNN's Property Portfolio during the year ended December 31, 2022, as compared to the same period in 2021. The following summarizes NNN’s expenses for the year ended December 31 (dollars in thousands):

	2022			2021			2020			2022 Versus 2021			2021 Versus 2020
General and administrative	$	41,695		$	44,640		$	38,161			(6.6	)%		17.0	%
Real estate		26,281			28,385			28,362			(7.4	)%		0.1	%
Depreciation and amortization		223,834			205,220			196,623			9.1	%		4.4	%
Leasing transaction costs		320			203			76			57.6	%		167.1	%
Impairment losses – real estate, net of recoveries		8,309			21,957			37,442			(62.2	)%		(41.4	)%
Executive retirement costs		7,520			—			1,766		N/C				(100.0	)%
Total operating expenses	$	307,959		$	300,405		$	302,430			2.5	%		(0.7	)%
Interest and other income	$	(149	)	$	(216	)	$	(417	)		(31.0	)%		(48.2	)%
Interest expense		148,065			137,874			129,431			7.4	%		6.5	%
Loss on early extinguishment of debt		—			21,328			16,679			(100.0	)%		27.9	%
Total other expenses	$	147,916		$	158,986		$	145,693			(7.0	)%		9.1	%
As a percentage of total revenues:
General and administrative		5.4	%		6.1	%		5.8	%
Real estate		3.4	%		3.9	%		4.3	%

Comparison of Expenses – 2022 versus 2021

General and Administrative Expenses. General and administrative expenses decreased in amount and as a percentage of total revenues for the year ended December 31, 2022, as compared to the same period in 2021. The decrease in general and administrative expenses for the year ended December 31, 2022 is primarily attributable to a decrease in compensation costs as a result of executive retirement.

Real Estate. Real estate expenses decreased in amount and as a percentage of total revenues for the year ended December 31, 2022, as compared to the same period in 2021. NNN focuses on real estate expenses, net of reimbursements from tenants. NNN's net real estate expenses for the years ended December 31, 2022 and 2021 were $8,479,000 and $9,720,000, respectively.

Depreciation and Amortization. Depreciation and amortization expenses increased in amount for the year ended December 31, 2022, as compared to the same period in 2021. The increase in expense is primarily due to the acquisition of 223 Properties with an aggregate gross leasable area of approximately 2,629,000 square feet in 2022 and 156 Properties with an aggregate gross leasable area of 1,341,000 square feet in 2021.

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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 as summarized in the table below (dollars in thousands):

	2022		2021
Total real estate impairments, net of recoveries	$	8,309	$	21,957
Number of Properties:
Vacant		9		30
Occupied		7		12

For the years ended December 31, 2022 and 2021, real estate impairments, net of recoveries, was less than one percent of NNN's total assets for the respective periods 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. During the year ended December 31, 2022, NNN recorded executive retirement costs in connection with the long-term incentive compensation related to the retirement and transition agreement.

Interest Expense. Interest expense increased for the year ended December 31, 2022, compared to the same period in 2021. The following represents the primary changes in fixed rate long-term debt that impacted interest expense (dollars in thousands):

Transaction	Effective Date	Principal			Stated Interest Rate	Original Maturity Date
Issuance 2051 Notes	March 2021	$	450,000		3.500%	April 2051
Redemption 2023 Notes	March 2021		(350,000	)	3.300%	April 2023
Issuance 2052 Notes	September 2021		450,000		3.000%	April 2052

Interest expense for the year ended December 31, 2021 included $2,078,000 in connection with the early redemption of the 2023 Notes.

In addition to the transactions outlined above, the Credit Facility had a weighted average outstanding balance of $39,220,000 with a weighted average interest rate of 4.13% for the year ended December 31, 2022 compared to no weighted average outstanding balance for the year ended December 31, 2021.

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 CPI, 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, 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."

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Liquidity and Capital Resources

NNN’s demand for funds has been and will continue to be primarily for (i) payment of operating expenses and cash dividends; (ii) Property acquisitions and development; (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 strategy 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 the issuance of public or private equity or debt capital market transactions; (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 and NNN’s Credit Facility. As of December 31, 2022, NNN had $2,505,000 of cash and cash equivalents and $933,800,000 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 debt outstanding. 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, 2022, NNN’s ratio of total debt to total gross assets (before accumulated depreciation and amortization) was approximately 40 percent and the ratio of secured debt to total gross assets was less than one percent. The ratio of total debt to total market capitalization was approximately 33 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. Additionally, NNN may change its financing strategy.

Cash Flows. NNN had $2,505,000 in cash and cash equivalents and $4,273,000 in restricted cash and cash held in escrow at December 31, 2022. As of January 30, 2023, NNN had utilized all restricted cash and cash held in escrow. The table below summarizes NNN’s cash flows for each of the years ended December 31 (dollars in thousands):

	2022			2021			2020
Cash, cash equivalents and restricted cash:
Provided by operating activities	$	578,355		$	568,425		$	450,194
Used in investing activities		(777,631	)		(432,177	)		(142,816	)
Provided by (used in) financing activities		34,732			(232,162	)		(41,254	)
Increase (decrease) in cash, cash equivalents and restricted cash		(164,544	)		(95,914	)		266,124
Cash, cash equivalents and restricted cash at the beginning of the year		171,322			267,236			1,112
Cash, cash equivalents and restricted cash at the end of the year	$	6,778		$	171,322		$	267,236

Cash flow activities include:

Operating Activities. Cash provided by operating activities represents cash received primarily from Rental Revenues and interest income less cash used for general and administrative expenses. NNN’s cash flow from operating activities has been sufficient to pay the distributions for each period presented. The change in cash provided by operations for the years ended December 31, 2022, 2021 and 2020, 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.

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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 or proceeds from its Credit Facility to fund the acquisition of its Properties.

Financing Activities. NNN’s financing activities for the year ended December 31, 2022, included the following significant transactions:

•$166,200,000 in net borrowings from NNN's Credit Facility,

•$247,129,000 from the issuance of 5,473,072 shares of common stock in connection with the at-the-market ("ATM") equity program,

•$3,082,000 from the issuance of 70,342 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan (“DRIP”), and

•$380,538,000 in dividends paid to common stockholders.

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 debt outstanding as of December 31, 2022 (see "Capital Structure") (dollars in thousands):

	Date of Obligation
	Total		2023		2024		2025		2026		2027		Thereafter
Long-term debt(1)	$	3,809,947	$	9,947	$	350,000	$	400,000	$	350,000	$	400,000	$	2,300,000
Long-term debt – interest(2)		1,821,942		136,701		129,006		120,750		106,225		91,233		1,238,027
Credit Facility		166,200		—		—		166,200		—		—		—
Total	$	5,798,089	$	146,648	$	479,006	$	686,950	$	456,225	$	491,233	$	3,538,027

(1)Includes only principal amounts outstanding under mortgages payable and notes payable and excludes unamortized mortgage premiums, note discounts and debt costs.

(2)Interest calculation on mortgage and notes payable based on stated rate of the principal amount.

Property Construction. NNN has committed to fund construction of 19 Properties. The improvements of such Properties are estimated to be completed within 12 months. These construction commitments, at December 31, 2022, are outlined in the table below (dollars in thousands):

Total commitment(1)	$	117,640
Less amount funded		(44,093	)
Remaining commitment	$	73,547

(1)Includes land, construction costs, tenant improvements, lease costs and capitalized interest.

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 asset dispositions.

Properties. Generally, the Properties are leased under long-term triple net leases, which require the tenant to pay all property taxes and assessments, utilities, to maintain the interior and exterior of the Property, and to carry property and liability insurance coverage. Therefore, management anticipates that capital demands to meet obligations with respect to these Properties will be modest for the foreseeable future and can be met with funds from operations and working capital. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses associated with the Property. Management anticipates the costs associated with these Properties, NNN's vacant Properties or those Properties that become vacant will also be met with funds from operations and working capital. NNN may be required to borrow under its Credit Facility or use other sources of capital in the event of significant capital expenditures or major repairs.

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The lost revenues and increased property expenses resulting from vacant Properties or the inability to collect lease revenues could have a material adverse effect on the liquidity and results of operations if NNN is unable to re-lease the Properties at comparable rental rates and in a timely manner.

As of December 31, 2022, NNN owned 21 vacant, un-leased Properties which accounted for less than one percent of total Properties held in the Property Portfolio.

Additionally, as of January 30, 2023, less than one percent of total properties, and less than one percent of aggregate gross leasable area held in the Property Portfolio, was leased to one tenant currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, 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.

Common Stock 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):

	2022		2021		2020
Dividends	$	380,538	$	367,291	$	356,409
Per share		2.1600		2.1000		2.0700

The following table presents the characterizations for tax purposes of NNN's common stock dividends for the years ended December 31:

	2022				2021				2020
Ordinary dividends(1)	$	2.156330	99.8301	%	$	1.615753	76.9406	%	$	1.659755	80.1814	%
Nontaxable distributions		0.003670	0.1699	%		0.484247	23.0594	%		0.410245	19.8186	%
	$	2.160000	100.0000	%	$	2.100000	100.0000	%	$	2.070000	100.0000	%

(1)Eligible for the 20% qualified business income deduction under section 199A of the Code.

On January 13, 2023, NNN declared a dividend of $0.550 per share, payable February 15, 2023, to its common stockholders of record as of January 31, 2023.

Preferred Stock Distributions. Holders of NNN’s preferred stock issuances are entitled to receive, when and as authorized by the Board of Directors, cumulative preferential cash distributions based on the stated rate and liquidation preference per annum. NNN's 5.200% Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock") was redeemed in October 2021. (See "Capital Structure – Preferred Stock"). The following table presents the dividends declared and paid for the Series F Preferred Stock for the years ended December 31 (dollars in thousands, except per share data):

	2021		2020
Ordinary dividends	$	14,999	$	17,940
Per share(1)		1.086944		1.3000

(1) Eligible for the 20% qualified business income deduction under section 199A of the Code.

As of December 31, 2022, NNN had no outstanding shares of preferred stock.

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Capital Structure

NNN has used, and expects to use in the future, various forms of debt and equity securities primarily to pay down or refinance its outstanding debt, to finance property acquisitions and to fund construction on its Properties.

The following is a summary of NNN’s total outstanding debt as of December 31 (dollars in thousands):

	2022		Percentage of Total			2021		Percentage of Total
Line of credit payable	$	166,200		4.2	%	$	—		—	%
Mortgages payable		9,964		0.3	%		10,697		0.3	%
Notes payable		3,739,890		95.5	%		3,735,769		99.7	%
Total outstanding debt	$	3,916,054		100.0	%	$	3,746,466		100.0	%

Line of Credit Payable. In June 2021, NNN amended and restated its credit agreement to increase the borrowing capacity under its Credit Facility from $900,000,000 to $1,100,000,000 and amended certain other terms under the former Credit Facility. In December 2022, NNN entered into an amendment to the Credit Facility, to change the base interest rate from London Interbank Offered Rate ("LIBOR") to 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 had a weighted average outstanding balance of $39,220,000 and a weighted average interest rate of 4.13% during the year ended December 31, 2022. The Credit Facility matures in June 2025, unless the Company exercises its options to extend maturity to June 2026. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000, subject to lender approval. In connection with the Credit Facility, loan costs are classified as debt costs on the Consolidated Balance Sheet. As of December 31, 2022, there was $166,200,000 outstanding and $933,800,000 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, 2022, 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 common and preferred stockholders, each of which would likely have a material adverse impact on NNN’s financial condition and results of operations.

Mortgages Payable. As of December 31, 2022 and 2021, NNN had mortgages payable, including unamortized premium and net of unamortized debt costs, of $9,964,000 and $10,697,000 respectively. The mortgages payable had an interest rate of 5.23% and matures July 2023. The loan is secured by a first lien on five of the Properties and the carrying value of the assets was $18,485,000 as of December 31, 2022. NNN anticipates using proceeds from NNN's Credit Facility to repay the mortgage payable in 2023.

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

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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
2024	May 2014	$	350,000	$	707	$	349,293	3.900%	3.924%	June 2024(4)
2025	October 2015		400,000		964		399,036	4.000%	4.029%	November 2025(4)
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
2030	March 2020		400,000		1,288		398,712	2.500%	2.536%	April 2030
2048	September 2018		300,000		4,239		295,761	4.800%	4.890%	October 2048
2050	March 2020		300,000		6,066		293,934	3.100%	3.205%	April 2050
2051	March 2021		450,000		8,406		441,594	3.500%	3.602%	April 2051
2052	September 2021		450,000		10,422		439,578	3.000%	3.118%	April 2052

(1)The proceeds from the note issuances were used to pay down outstanding debt of NNN’s Credit Facility, fund future property acquisitions and for general corporate purposes. Proceeds from the issuance of the 2028 Notes and the 2048 Notes were also used to redeem all of the $300,000 5.500% notes payable that were due 2021. Proceeds from the issuance of the 2030 Notes and the 2050 Notes were also used to redeem all of the $325,000 3.800% notes payable that were due in 2022. Proceeds from the issuance of the 2051 Notes were also used to redeem all of the $350,000 3.300% notes payable that were due in 2023. Proceeds from the issuance of the 2052 Notes were also used to redeem all of NNN's Series F Preferred Stock.

(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 $1,500,000.

NNN entered into forward starting swaps which were hedging 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)
2024	May 2014	Three forward starting swaps	$	225,000	$	6,312		$	6,312
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 notes represents senior, unsecured obligations of NNN and is subordinated to all secured debt of NNN. The notes are redeemable at the option of NNN, in whole or in part, at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus all accrued and unpaid interest thereon through the redemption date, and (ii) the make-whole amount, if any, as defined in the applicable supplemental indenture relating to the notes.

In connection with the outstanding note offerings, NNN incurred debt issuance costs totaling $38,145,000 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 are being amortized over the term of the respective notes using the effective interest method.

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As a part of NNN's financing strategy, NNN may opt to redeem outstanding notes payable prior to the original maturity date. Upon early redemption, notes are redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount, and (ii) accrued and unpaid interest. In March 2021, NNN redeemed the $350,000,000 3.300% notes payable that were due in April 2023 with a make-whole amount of $21,328,000. In March 2020, NNN redeemed the $325,000,000 3.800% notes payable that were due in October 2022 with a make-whole amount of $16,679,000. The make-whole amounts are included in loss on early extinguishment of debt on the Consolidated Statement of Income and Comprehensive Income.

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, 2022, 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 common and preferred 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, 2022.

Equity Securities

Preferred Stock. In October 2021, NNN redeemed all outstanding depositary shares (13,800,000) representing interests in its 5.200% Series F Preferred Stock. The Series F Preferred Stock was redeemed at $25.00 per depositary share ($345,000,000), plus all accrued and unpaid dividends through, but not including, the redemption date, for an aggregate redemption price of $25.111944 per depositary share. The excess carrying amount of the Series F Preferred Stock redeemed over the cash paid to redeem the Series F Preferred Stock was $10,897,000, representing issuance costs which is reflected as a reduction to earnings attributable to common stockholders.

As of December 31, 2022, NNN had no outstanding shares of preferred stock.

At-The-Market Offerings. Under NNN's shelf registration statement, NNN has established an ATM which allows NNN to sell shares of common stock from time to time. The following table outlines NNN's active ATM programs for the three years ended December 31, 2022:

	2020 ATM	2018 ATM
Established date	August 2020	February 2018
Termination date	August 2023	August 2020
Total allowable shares	17,500,000	12,000,000
Total shares issued as of December 31, 2022	7,072,376	11,272,034

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs for the years ended December 31 (dollars in thousands, except per share data):

	2022		2021		2020
Shares of common stock		5,473,072		30,000		3,119,153
Average price per share (net)	$	45.15	$	33.65	$	38.21
Net proceeds	$	247,129	$	1,009	$	119,185
Stock issuance costs(1)	$	3,761	$	224	$	2,130

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

accounting fees.

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Dividend Reinvestment and Stock Purchase Plan. In February 2021, NNN filed a shelf registration statement that was automatically effective with the Commission for its DRIP, which permits NNN to issue up to 6,000,000 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 the DRIP for the years ended December 31 (dollars in thousands):

	2022		2021		2020
Shares of common stock		70,342		62,577		138,507
Net proceeds	$	3,082	$	2,744	$	5,092

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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, 2022, NNN had no outstanding derivatives.

As of December 31, 2022, NNN's variable rate Credit Facility had $166,200,000 outstanding. For the year ended December 31, 2022, the Credit Facility had a weighted average outstanding balance of $39,220,000 and a weighted average interest rate of 4.13% compared to no weighted average outstanding balance for the same period in 2021.

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, 2022. The table incorporates only those debt obligations that existed as of December 31, 2022, 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, 2022.

Debt Obligations (dollars in thousands)
	Variable Rate Debt					Fixed Rate Debt
	Credit Facility					Mortgages(1)					Unsecured Debt(2)
	Debt Obligation		Weighted Average Interest Rate			Principal Debt Obligation		Weighted Average Interest Rate			Principal Debt Obligation		Effective Interest Rate
2023	$	—		—		$	9,947		5.23	%	$	—		—
2024		—		—			—					350,000		3.92	%
2025		166,200		4.13	%		—		—			400,000		4.03	%
2026		—		—			—		—			350,000		3.73	%
2027		—		—			—		—			400,000		3.55	%
Thereafter		—		—			—		—			2,300,000		3.58	%	(3)
Total	$	166,200		4.13	%	$	9,947		5.23	%	$	3,800,000		3.67	%
Fair Value:
December 31, 2022	$	166,200				$	9,947				$	3,140,774
December 31, 2021	$	—				$	10,611				$	4,032,757

(1)NNN's mortgages payable represent principal payments by year and exclude both unamortized premiums and debt costs.

(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 period, 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 periods after 2027.

40

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of National Retail Properties, Inc.

Opinion on Internal Control over Financial Reporting

We have audited National Retail Properties, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2022, 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, National Retail Properties, Inc. and Subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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, 2022 and 2021, 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, 2022, and the related notes and financial statement schedules listed in the Index at Item15(a) (collectively referred to as the “financial statements”) and our report dated February 9, 2023 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.

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 9, 2023

41

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of National Retail Properties, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of National Retail Properties, Inc. and Subsidiaries (the Company) as of December 31, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, 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, 2022, 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 9, 2023 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.

42

	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, 2022, the Company completed $784 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.
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 and, if applicable, identified intangible assets and liabilities if 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 value 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.

Impairment of Held and Used Real Estate Assets

Description of the Matter

At December 31, 2022, held and used real estate assets were $8,021 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. When assessing for impairment, 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.

43

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.
 

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2006.

Orlando, Florida

February 9, 2023

44

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share data)

ASSETS	December 31, 2022			December 31, 2021
Real estate portfolio, net of accumulated depreciation and amortization	$	8,020,814		$	7,449,846
Cash and cash equivalents		2,505			171,322
Restricted cash and cash held in escrow		4,273			—
Receivables, net of allowance of $708 and $782, respectively		3,612			3,154
Accrued rental income, net of allowance of $3,836 and $4,587, respectively		27,795			31,942
Debt costs, net of accumulated amortization of $21,663 and $19,377, respectively		5,352			7,443
Other assets		81,694			87,347
Total assets	$	8,146,045		$	7,751,054
LIABILITIES AND EQUITY
Liabilities:
Line of credit payable	$	166,200		$	—
Mortgages payable, including unamortized premium and net of unamortized debt costs		9,964			10,697
Notes payable, net of unamortized discount and unamortized debt costs		3,739,890			3,735,769
Accrued interest payable		23,826			23,923
Other liabilities		82,663			79,002
Total liabilities		4,022,543			3,849,391
Commitments and contingencies (Note 15)
Equity:
Stockholders’ equity:
Common stock, $0.01 par value. Authorized 375,000,000 shares; 181,424,670 and       175,635,792 shares issued and outstanding, respectively		1,815			1,757
Capital in excess of par value		4,928,034			4,662,714
Accumulated deficit		(793,765	)		(747,853	)
Accumulated other comprehensive income (loss)		(12,582	)		(14,956	)
Total stockholders’ equity of NNN		4,123,502			3,901,662
Noncontrolling interests		—			1
Total equity		4,123,502			3,901,663
Total liabilities and equity	$	8,146,045		$	7,751,054

See accompanying notes to consolidated financial statements.

45

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

	Year Ended December 31,
	2022			2021			2020
Revenues:
Rental income	$	771,618		$	723,859		$	658,793
Interest and other income from real estate transactions		1,435			2,548			1,888
		773,053			726,407			660,681
Operating expenses:
General and administrative		41,695			44,640			38,161
Real estate		26,281			28,385			28,362
Depreciation and amortization		223,834			205,220			196,623
Leasing transaction costs		320			203			76
Impairment losses – real estate, net of recoveries		8,309			21,957			37,442
Executive retirement costs		7,520			—			1,766
		307,959			300,405			302,430
Gain on disposition of real estate		17,443			23,094			16,238
Earnings from operations		482,537			449,096			374,489
Other expenses (revenues):
Interest and other income		(149	)		(216	)		(417	)
Interest expense		148,065			137,874			129,431
Loss on early extinguishment of debt		—			21,328			16,679
		147,916			158,986			145,693
Net earnings		334,621			290,110			228,796
Loss attributable to noncontrolling interests		5			3			3
Net earnings attributable to NNN	$	334,626		$	290,113		$	228,799

See accompanying notes to consolidated financial statements.

46

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME – CONTINUED

(dollars in thousands, except per share data)

	Year Ended December 31,
	2022			2021			2020
Net earnings attributable to NNN	$	334,626		$	290,113		$	228,799
Series F preferred stock dividends		—			(14,999	)		(17,940	)
Excess of redemption value over carrying value of preferred shares redeemed		—			(10,897	)		—
Net earnings attributable to common stockholders	$	334,626		$	264,217		$	210,859
Net earnings per share of common stock:
Basic	$	1.89		$	1.51		$	1.22
Diluted	$	1.89		$	1.51		$	1.22
Weighted average number of common shares outstanding:
Basic		176,403,656			174,710,921			172,109,713
Diluted		177,067,865			174,818,899			172,217,077
Other comprehensive income:
Net earnings attributable to NNN	$	334,626		$	290,113		$	228,799
Amortization of interest rate hedges		2,374			3,073			2,300
Fair value of forward starting swaps		—			(1,584	)		(7,617	)
Comprehensive income attributable to NNN		337,000			291,602			223,482
Comprehensive loss attributable to noncontrolling interests		(5	)		(3	)		(3	)
Total comprehensive income	$	336,995		$	291,599		$	223,479

See accompanying notes to consolidated financial statements.

47

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

Years Ended December 31, 2022, 2021 and 2020

(dollars in thousands, except per share data)

	Series F Preferred Stock		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, 2019	$	345,000	$	1,718	$	4,495,314		$	(499,229	)	$	(11,128	)	$	4,331,675		$	7		$	4,331,682
Net earnings		—		—		—			228,799			—			228,799			(3	)		228,796
Dividends declared and paid:
$1.3000 per depositary share of       Series F preferred stock		—		—		—			(17,940	)		—			(17,940	)		—			(17,940	)
$2.0700 per share of common stock		—		1		4,864			(356,409	)		—			(351,544	)		—			(351,544	)
Issuance of common stock:
35,351 shares – director compensation		—		—		1,132			—			—			1,132			—			1,132
8,079 shares – stock purchase plan		—		—		308			—			—			308			—			308
3,119,153 shares – ATM equity program		—		31		121,284			—			—			121,315			—			121,315
263,406 restricted shares – net of forfeitures		—		3		(3	)		—			—			—			—			—
Stock issuance costs		—		—		(2,212	)		—			—			(2,212	)		—			(2,212	)
Amortization of deferred compensation		—		—		13,084			—			—			13,084			—			13,084
Amortization of interest rate hedges		—		—		—			—			2,300			2,300			—			2,300
Fair value of forward starting swaps		—		—		—			—			(7,617	)		(7,617	)		—			(7,617	)
Balances at December 31, 2020	$	345,000	$	1,753	$	4,633,771		$	(644,779	)	$	(16,445	)	$	4,319,300		$	4		$	4,319,304

See accompanying notes to consolidated financial statements.

48

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Years Ended December 31, 2022, 2021 and 2020

(dollars in thousands, except per share data)

	Series F Preferred Stock			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, 2020	$	345,000		$	1,753	$	4,633,771		$	(644,779	)	$	(16,445	)	$	4,319,300		$	4		$	4,319,304
Net earnings		—			—		—			290,113			—			290,113			(3	)		290,110
Dividends declared and paid:
$1.086944 per depositary share of       Series F preferred stock		—			—		—			(14,999	)		—			(14,999	)		—			(14,999	)
$2.1000 per share of common stock		—			—		2,499			(367,291	)		—			(364,792	)		—			(364,792	)
Redemption of 13,800,000 depository       shares of Series F preferred stock		(345,000	)		—		10,897			(10,897	)		—			(345,000	)		—			(345,000	)
Issuance of common stock:
30,539 shares – director compensation		—			—		1,145			—			—			1,145			—			1,145
7,062 shares – stock purchase plan		—			—		320			—			—			320			—			320
30,000 shares – ATM equity program		—			1		1,233			—			—			1,234			—			1,234
287,207 restricted shares – net of forfeitures		—			3		(3	)		—			—			—			—			—
Stock issuance costs		—			—		(299	)		—			—			(299	)		—			(299	)
Amortization of deferred compensation		—			—		13,151			—			—			13,151			—			13,151
Amortization of interest rate hedges		—			—		—			—			3,073			3,073			—			3,073
Fair value of forward starting swaps		—			—		—			—			(1,584	)		(1,584	)		—			(1,584	)
Balances at December 31, 2021	$	—		$	1,757	$	4,662,714		$	(747,853	)	$	(14,956	)	$	3,901,662		$	1		$	3,901,663

See accompanying notes to consolidated financial statements.

49

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY – CONTINUED

Years Ended December 31, 2022, 2021 and 2020

(dollars in thousands, except per share data)

	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:
$2.1600 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.

50

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

	Year Ended December 31,
	2022			2021			2020
Cash flows from operating activities:
Net earnings	$	334,621		$	290,110		$	228,796
Adjustments to reconcile net earnings to net cash provided by       operating activities:
Depreciation and amortization		223,834			205,220			196,623
Impairment losses – real estate, net of recoveries		8,309			21,957			37,442
Loss on early extinguishment of debt		—			21,328			16,679
Amortization of notes payable discount		1,691			2,130			3,036
Amortization of debt costs		4,734			5,186			5,009
Amortization of mortgages payable premium		(87	)		(85	)		(85	)
Amortization of interest rate hedges		2,374			3,073			2,300
Settlement of forward starting swaps		—			(1,584	)		(13,141	)
Gain on disposition of real estate		(17,443	)		(23,094	)		(16,238	)
Performance incentive plan expense		17,330			14,491			14,479
Performance incentive plan payment		(103	)		(721	)		(846	)
Change in operating assets and liabilities, net of assets acquired    and liabilities assumed:
Decrease (increase) in receivables		358			1,184			(1,464	)
Decrease (increase) in accrued rental income		3,559			21,137			(26,027	)
Decrease in other assets		424			1,589			488
Increase (decrease) in accrued interest payable		(97	)		4,522			1,151
Increase (decrease) in other liabilities		(1,217	)		2,279			1,986
Other		68			(297	)		6
Net cash provided by operating activities		578,355			568,425			450,194
Cash flows from investing activities:
Proceeds from the disposition of real estate		66,962			123,052			53,254
Additions to real estate		(842,872	)		(553,322	)		(195,944	)
Principal payments received on mortgages and notes receivable		521			486			374
Other		(2,242	)		(2,393	)		(500	)
Net cash used in investing activities		(777,631	)		(432,177	)		(142,816	)

See accompanying notes to consolidated financial statements.

51

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS – CONTINUED

(dollars in thousands)

	Year Ended December 31,
	2022			2021			2020
Cash flows from financing activities:
Proceeds from line of credit payable	$	688,000		$	—		$	311,000
Repayment of line of credit payable		(521,800	)		—			(444,600	)
Repayment of mortgages payable		(664	)		(630	)		(596	)
Proceeds from notes payable		—			881,172			692,646
Repayment of notes payable		—			(350,000	)		(325,000	)
Payment for early extinguishment of debt		—			(21,328	)		(16,679	)
Payment of debt issuance costs		(199	)		(17,814	)		(7,941	)
Proceeds from issuance of common stock		253,972			4,053			126,488
Stock issuance costs		(3,761	)		(325	)		(2,223	)
Redemption of Series F preferred stock		—			(345,000	)		—
Payment of Series F preferred stock dividends		—			(14,999	)		(17,940	)
Payment of common stock dividends		(380,538	)		(367,291	)		(356,409	)
Noncontrolling interest distributions		(278	)		—			—
Net cash provided by (used in) financing activities		34,732			(232,162	)		(41,254	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(164,544	)		(95,914	)		266,124
Cash, cash equivalents and restricted cash at beginning of year(1)		171,322			267,236			1,112
Cash, cash equivalents and restricted cash at end of year(1)	$	6,778		$	171,322		$	267,236
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized	$	140,331		$	123,376		$	119,408
Supplemental disclosure of noncash investing and financing activities:
Change in other comprehensive income	$	2,374		$	1,489		$	(5,317	)
Work in progress accrual balance at the end of the period	$	12,163		$	7,695		$	5,602
Mortgage receivable issued in connection with a real estate disposition	$	—		$	—		$	3,000

(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, 2022, NNN had restricted cash of $4,273,000. NNN did not have restricted cash, including cash held in escrow as of December 31, 2021 and 2020.

See accompanying notes to consolidated financial statements.

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NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2022, 2021 and 2020

Note 1 – Organization and Summary of Significant Accounting Policies:

Organization and Nature of Business – National Retail Properties, Inc., a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. The term "NNN" or the "Company" refers to National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain 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, 2022
Property Portfolio:
Total Properties		3,411
Gross leasable area (square feet)		35,010,000
States		48
Weighted average remaining lease term (years)		10.4

NNN's operations are reported within one operating 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.

COVID-19 Pandemic – During the years ended December 31, 2021 and 2020, NNN and its tenants were impacted by the novel strain of coronavirus and its variants ("COVID-19") pandemic which resulted in the loss of revenue for certain tenants and challenged their ability to pay rent. As a result, NNN entered into rent deferral lease amendments with certain tenants (see "Note 2 – Real Estate").

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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidance included in 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.

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 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, 2022, 2021 and 2020, NNN recorded $881,000, $328,000 and $1,388,000, respectively, in capitalized interest during development.

Purchase Accounting for Acquisition of Real Estate – In accordance with the FASB 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.

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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 $784,165,000 and $531,726,000 of real estate acquisitions during the year ended December 31, 2022 and 2021, respectively. Additionally, NNN invested $63,582,000 and $23,689,000 of work in progress and improvements during the year ended December 31, 2022 and 2021, respectively.

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

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

54

In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to COVID-19 related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. NNN elected to make this policy election for COVID-19 lease concessions, provided in the rent deferral lease amendments effective during the years ended December 31, 2021 and 2020.

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. 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.

As a result of the review of lease payments collectability, NNN recorded a write-off of $21,792,000 of outstanding receivables and related accrued rent during the year ended December 31, 2020, and reclassified certain tenants as cash basis for accounting purposes. During the years ended December 31, 2022 and 2021, no additional 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:

	2022			2021			2020
Number of tenants		8			11			13
Cash basis tenants as a percent of:
Total Properties		5.0	%		5.5	%		6.4	%
Total annual base rent(1)		7.0	%		7.0	%		7.4	%
Total gross leasable area		6.6	%		7.3	%		8.0	%

(1) Based on annualized base rent for all leases in place for each respective period.

During the years ended December 31, 2022, 2021 and 2020, NNN recognized $62,454,000, $52,129,000 and $4,722,000, respectively, of rental income from certain tenants for periods following their classification to cash basis for accounting purposes.

During the year ended December 31, 2022, three tenants were reclassified to accrual basis for accounting purposes due to their improved qualitative and/or quantitative credit factors. The impact of the reclassification was immaterial.

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

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

NNN is a lessee for three ground lease arrangements and for its headquarters office lease. NNN recognized a ROU asset (recorded in other assets on the Consolidated Balance Sheets) and an operating lease liability (recorded in other liabilities on the Consolidated Balance Sheets) for the present value of the minimum lease payments. ROU assets represent NNN’s right to use an underlying asset for the lease term and lease liabilities represent NNN’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. 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 options.

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NNN estimates an incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of the lease payments. NNN gives consideration to the Company's debt issuances, as well as, publicly available data for secured instruments with similar characteristics when calculating its incremental borrowing rates. On an annual basis, NNN will evaluate its lessee portfolio and determine if its incremental borrowing rate should be reassessed.

NNN's lease agreements do not contain any residual value guarantees.

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 ASC 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, 2022 and 2021, NNN had recorded real estate held for sale of $786,000 (two properties) and $5,557,000 (two properties), respectively, in real estate portfolio on the Consolidated Balance Sheets. The two properties classified as held for sale as of December 31, 2021 were sold during the year ended December 31, 2022.

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. Gains from the disposition of real estate are generally recognized using the full accrual method in accordance with FASB, ASC 610-20, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets" ("ASC 610-20"), provided that various criteria relating to the terms of the sale and any subsequent involvement by NNN with the real estate sold are met.

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 – Effective January 1, 2020, NNN adopted FASB ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” (“ASC 326”). The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

ASU 326 requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings. The new 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 $1,530,000 and $2,023,000 included in other assets on the Consolidated Balance Sheets as of December 31, 2022 and 2021, respectively, net of $98,000 and $129,000 allowance for credit loss, respectively. NNN measures the allowance for credit loss based on the fair value of the collateral and the historical collectability trend analysis over 15 years.

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Adoption of ASC 326 did not materially impact NNN’s financial position or results of operations and had no impact on cash flows.

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 include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. As of December 31, 2022 NNN held $4,273,000 in escrow and other restricted accounts. NNN had no restricted cash or cash held in escrow as of December 31, 2021.

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

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

Debt Costs – Mortgages Payable – Debt costs incurred in connection with NNN’s mortgages have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. These costs of $147,000 at December 31, 2022 and 2021, are included in mortgages payable on the Consolidated Balance Sheets net of accumulated amortization of $142,000 and $125,000, respectively.

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. These costs of $38,145,000 at December 31, 2022 and 2021, respectively are included in notes payable on the Consolidated Balance Sheets net of accumulated amortization of $11,693,000 and $9,262,000, respectively.

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.

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

Earnings Per Share – Earnings per share have been computed pursuant to the FASB guidance included in 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 number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method for the years ended December 31 (dollars in thousands):

	2022			2021			2020
Basic and Diluted Earnings:
Net earnings attributable to NNN	$	334,626		$	290,113		$	228,799
Less: Series F preferred stock dividends		—			(14,999	)		(17,940	)
Less: Excess of redemption value over carrying value       of preferred shares redeemed		—			(10,897	)		—
Net earnings available to common stockholders		334,626			264,217			210,859
Less: Earnings allocated to unvested restricted shares		(514	)		(689	)		(698	)
Net earnings used in basic and diluted earnings per share	$	334,112		$	263,528		$	210,161
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding		177,332,094			175,554,961			172,994,337
Less: Unvested restricted shares		(237,918	)		(328,070	)		(337,078	)
Less: Unvested contingent restricted shares		(690,520	)		(515,970	)		(547,546	)
Weighted average number of shares outstanding used in basic       earnings per share		176,403,656			174,710,921			172,109,713
Other dilutive securities		664,209			107,978			107,364
Weighted average number of shares outstanding used in diluted       earnings per share		177,067,865			174,818,899			172,217,077

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 income it distributes to stockholders, providing it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2022, 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 $3,899,000 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. There was no change to the valuation allowance. NNN currently has no TRS entities.

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Income taxes are accounted for under the asset and liability method as required by ASC 740, "Income Taxes." 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 2019 through 2022. 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 the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

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

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

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

Accumulated Other Comprehensive Income (Loss) – The following table outlines the changes in accumulated other comprehensive income (loss) for the years ended December 31, 2022 and 2021 (dollars in thousands):

	Gain or Loss on Cash Flow Hedges(1)
Beginning balance, December 31, 2020	$	(16,445	)
Other comprehensive income (loss)		(1,584	)
Reclassifications from accumulated other comprehensive income to net earnings		3,073		(2)
Net current period other comprehensive income (loss)		1,489
Ending balance, December 31, 2021		(14,956	)
Reclassifications from accumulated other comprehensive income to net earnings		2,374		(2)
Net current period other comprehensive income (loss)		2,374
Ending balance, December 31, 2022	$	(12,582	)

(1)Additional disclosure is included in Note 9 – Derivatives.

(2)Reclassifications out of other comprehensive income (loss) are recorded in interest expense on the Consolidated
Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

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New Accounting Pronouncements – ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”) contains practical expedients for reference rate reform-related activities, including the transition away from the London Interbank Offered Rate ("LIBOR"), that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In 2021, NNN elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. NNN continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

NNN had no derivative financial instruments outstanding as of December 31, 2022.

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 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, 2022, ASU 2022-06 had no impact on NNN's financial position or results of operations.

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 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. Actual results could differ from those estimates.

Note 2 – Real Estate:

Real Estate – Portfolio

Leases – At December 31, 2022, NNN's real estate portfolio has a weighted average remaining lease term of 10.4 years and consisted of 3,430 leases classified as operating leases and an additional five leases accounted for as direct financing leases.

The following is a summary of the general structure of the leases in the Property Portfolio, although the specific terms of each lease can vary significantly. Generally, the Property leases provide for initial terms of 10 to 20 years. The Properties are generally leased under net leases, pursuant to which the tenant typically bears responsibility for substantially all property costs and expenses associated with ongoing maintenance, repair, replacement and operation of the property, including utilities, property taxes and property and liability insurance. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of the Property. NNN's leases provide for annual base rental payments (generally payable in monthly installments), and generally provide for limited increases in rent as a result of (i) increases in the Consumer Price Index, (ii) fixed increases, or, to a lesser extent, (iii) increases in the tenant’s sales volume.

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.

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Real Estate Portfolio – NNN's real estate consisted of the following at December 31 (dollars in thousands):

	2022			2021
Land and improvements (1)	$	2,669,498		$	2,527,483
Buildings and improvements		6,985,394			6,375,583
Leasehold interests		355			355
		9,655,247			8,903,421
Less accumulated depreciation and amortization		(1,660,308	)		(1,470,062	)
		7,994,939			7,433,359
Work in progress and improvements		21,737			7,277
Accounted for using the operating method		8,016,676			7,440,636
Accounted for using the direct financing method		3,352			3,653
Classified as held for sale		786			5,557
	$	8,020,814		$	7,449,846

(1)Includes $22,356 and $8,979 in land for Properties under construction as of December 31, 2022 and 2021, respectively.

NNN recognized the following revenues in rental income for the years ended December 31 (dollars in thousands):

	2022		2021		2020
Rental income from operating leases	$	751,680	$	703,865	$	639,265
Earned income from direct financing leases		595		623		647
Percentage rent		1,541		706		842
Real estate expense reimbursement from tenants		17,802		18,665		18,039
	$	771,618	$	723,859	$	658,793

Some leases provide for a free rent period or scheduled rent increases throughout the lease term. Such amounts are recognized on a straight-line basis over the terms of the leases.

During 2021 and 2020, NNN entered into rent deferral lease amendments with certain tenants, for an aggregate $4,758,000 and $52,019,000 of rent originally due for the years ended December 31, 2021 and 2020, respectively. The rent deferral lease amendments require the deferred rents to be repaid at a later time during the lease term. An aggregate of approximately 87 percent of deferred rent has been repaid, with $14,526,000, $31,776,000 and $3,259,000 of deferred rent repaid during the years ended December 31, 2022, 2021, and 2020, respectively. The remaining deferred rents are substantially due periodically by December 31, 2023.

For the years ended December 31, 2022, 2021 and 2020, NNN recognized ($3,559,000), ($21,137,000) and $26,027,000, respectively, of net-straight-line accrued rental income, net of reserves. Included in accrued rental income are the net impacts of the rent deferred and corresponding scheduled repayments from the lease amendments NNN entered into as a result of the COVID-19 pandemic. During the years ended December 31, 2022, 2021 and 2020, NNN recorded ($5,391,000), ($24,945,000) and $30,473,000, respectively, of net accrued rental income related to such amendments.

Additionally, as a result of reclassifying certain tenants as cash basis for accounting purposes during the year ended December 31, 2020, NNN wrote-off approximately $16,367,000 of accrued rental income for the year ended December 31, 2020.

The following is a schedule of undiscounted cash flows to be received on noncancellable operating leases as of December 31, 2022 (dollars in thousands):

2023	$	710,244
2024		693,766
2025		667,220
2026		624,196
2027		577,884
Thereafter		4,121,325
	$	7,394,635

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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):

	2022			2021
Intangible lease assets (included in other assets):
Above-market in-place leases	$	15,356		$	15,335
Less: accumulated amortization		(11,477	)		(10,821	)
Above-market in-place leases, net	$	3,879		$	4,514
In-place leases	$	124,198		$	122,069
Less: accumulated amortization		(79,675	)		(73,345	)
In-place leases, net	$	44,523		$	48,724
Intangible lease liabilities (included in other liabilities):
Below-market in-place leases	$	41,371		$	41,705
Less: accumulated amortization		(28,121	)		(27,447	)
Below-market in-place leases, net	$	13,250		$	14,258

The amounts amortized as a net increase to rental income for capitalized above-market and below-market leases for the years ended December 31, 2022, 2021 and 2020 were $510,000, $710,000 and $887,000, respectively. The value of in-place leases amortized to expense for the years ended December 31, 2022, 2021 and 2020 was $7,132,000, $7,687,000 and $8,304,000, respectively.

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, 2022 (dollars in thousands):

	Above-Market and Below- Market In-Place Lease Intangibles(1)		In-Place Lease Intangibles(2)
2023	$	460	$	6,834
2024		457		6,146
2025		443		5,427
2026		452		4,840
2027		470		4,023
Thereafter		7,089		17,253
	$	9,371	$	44,523
Weighted average amortization period (years)		17.2		9.1

(1)Recorded as a net increase to rental income over the life of the lease.

(2)Amortized as an increase to amortization expense.

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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):

	2022				2021				2020
	# of Sold Properties		Gain		# of Sold Properties		Gain		# of Sold Properties		Gain
Gain on disposition of real estate		33	$	17,443		74	$	23,094		38	$	16,238

Real Estate – Commitments

As of December 31, 2022, NNN has committed to fund construction of 19 Properties. The improvements of such Properties are estimated to be completed within 12 months. These construction commitments, at December 31, 2022, are outlined in the table below (dollars in thousands):

Total commitment(1)	$	117,640
Less amount funded		(44,093	)
Remaining commitment	$	73,547

(1)Includes land, construction costs, tenant improvements, lease costs and capitalized interest.

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):

	2022		2021		2020
Total real estate impairments, net of recoveries	$	8,309	$	21,957	$	37,442
Number of Properties:
Vacant		9		30		14
Occupied		7		12		17

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.

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Note 3 – Line of Credit Payable:

In June 2021, NNN amended and restated its credit agreement to increase the borrowing capacity under its unsecured revolving credit facility from $900,000,000 to $1,100,000,000 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"). In December 2022, NNN entered into an amendment to the Credit Facility, to change the base interest rate from LIBOR to 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 had a weighted average outstanding balance of $39,220,000 and a weighted average interest rate of 4.13% during the year ended December 31, 2022. The Credit Facility matures in June 2025, unless the Company exercises its options to extend maturity to June 2026. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000, subject to lender approval. In connection with the Credit Facility, loan costs are classified as debt costs on the Consolidated Balance Sheet. As of December 31, 2022, there was $166,200,000 outstanding and $933,800,000 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, 2022, NNN was in compliance with those covenants.

Note 4 – Mortgages Payable:

The following table outlines the mortgages payable included in NNN’s consolidated financial statements (dollars in thousands):

	Initial		Interest			Maturity	Carrying Value of Encumbered		Outstanding Principal Balance at December 31,
Entered	Balance		Rate			Date(2)	Asset(s)(3)		2022			2021
November 2014(1)	$	15,151		5.23	%	July 2023	$	18,485	$	9,969		$	10,719
Debt costs										(147	)		(147	)
Accumulated amortization										142			125
Debt costs, net of accumulated amortization										(5	)		(22	)
Mortgages payable, including unamortized premium and net of       unamortized debt costs									$	9,964		$	10,697

(1)Date entered represents the date that NNN acquired real estate subject to a mortgage securing a loan. Initial balance and outstanding principal balance includes unamortized premium.

(2)Monthly payments include interest and principal; the balance is due at maturity.

(3)The loan is secured by a first mortgage lien on five of the Properties.

As of December 31, 2022, there was $9,969,000 of remaining principal payments due in 2023.

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Note 5 – Notes Payable:

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
2024(3)	May 2014	$	350,000	$	707	$	349,293	3.900%	3.924%	June 2024(4)
2025(3)	October 2015		400,000		964		399,036	4.000%	4.029%	November 2025(4)
2026(3)	December 2016		350,000		3,860		346,140	3.600%	3.733%	December 2026(4)
2027(3)	September 2017		400,000		1,628		398,372	3.500%	3.548%	October 2027(4)
2028(3)	September 2018		400,000		2,848		397,152	4.300%	4.388%	October 2028
2030(3)	March 2020		400,000		1,288		398,712	2.500%	2.536%	April 2030
2048	September 2018		300,000		4,239		295,761	4.800%	4.890%	October 2048
2050	March 2020		300,000		6,066		293,934	3.100%	3.205%	April 2050
2051	March 2021		450,000		8,406		441,594	3.500%	3.602%	April 2051
2052(3)	September 2021		450,000		10,422		439,578	3.000%	3.118%	April 2052

(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. Additional disclosure is included in Note 9 – Derivatives.

(4)The aggregate principal balance of the unsecured note maturities for the next five years is $1,500,000.

Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured debt of NNN. Each of the notes is redeemable at the option of NNN, in whole or in part, at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus all accrued and unpaid interest thereon through the redemption date and (ii) the make-whole amount, if any, as defined in the applicable supplemental indenture relating to the notes.

In connection with the outstanding debt offerings, NNN incurred debt issuance costs totaling $38,145,000 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 March 2021, NNN redeemed the $350,000,000 3.300% notes payable that were due in April 2023. The notes were redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount of $21,328,000, and (ii) all 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, 2022, NNN was in compliance with those covenants.

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Note 6 – Preferred Stock:

In October 2021, NNN redeemed all outstanding depositary shares (13,800,000) representing interests in its 5.200% Cumulative Redeemable Series F Preferred Stock ("Series F Preferred Stock"). The Series F Preferred Stock was redeemed at $25.00 per depositary share ($345,000,000), plus all accrued and unpaid dividends through, but not including, the redemption date, for an aggregate redemption price of $25.111944 per depositary share. The excess carrying amount of the Series F Preferred Stock redeemed over the cash paid to redeem the Series F Preferred Stock was $10,897,000, representing issuance costs which is reflected as a reduction to earnings attributable to common stockholders.

The following presents the dividends declared and paid to stockholders for NNN's Series F Preferred Stock for the years ended December 31 (dollars in thousands, except per share data):

	2021		2020
Dividends	$	14,999	$	17,940
Per share		1.086944		1.3000

Note 7 – Common Stock:

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

At-The-Market Offerings. Under NNN's shelf registration statement, NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time. The following table outlines NNN's active ATM programs for the three years ended December 31, 2022:

	2020 ATM		2018 ATM
Established date	August 2020		February 2018
Termination date	August 2023		August 2020
Total allowable shares		17,500,000		12,000,000
Total shares issued as of December 31, 2022		7,072,376		11,272,034

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs for the years ended December 31 (dollars in thousands, except per share data):

	2022		2021		2020
Shares of common stock		5,473,072		30,000		3,119,153
Average price per share (net)	$	45.15	$	33.65	$	38.21
Net proceeds	$	247,129	$	1,009	$	119,185
Stock issuance costs(1)	$	3,761	$	224	$	2,130

(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 2021, NNN filed a shelf registration statement with the Commission for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") which permits the issuance by NNN of up to 6,000,000 shares of common stock. The following outlines the common stock issuances pursuant to the DRIP for the year ended December 31 (dollars in thousands):

	2022		2021		2020
Shares of common stock		70,342		62,577		138,507
Net proceeds	$	3,082	$	2,744	$	5,092

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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):

	2022		2021		2020
Dividends	$	380,538	$	367,291	$	356,409
Per share		2.1600		2.1000		2.0700

On January 13, 2023, NNN declared a dividend of $0.550 per share, payable February 15, 2023, to its common stockholders of record as of January 31, 2023.

Note 8 – Employee Benefit Plan:

Effective January 1, 1998, NNN adopted a defined contribution retirement plan (the “Retirement Plan”) covering substantially all of the employees 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 $590,000, $576,000 and $546,000, for the years ended December 31, 2022, 2021 and 2020 respectively.

Note 9 – Derivatives:

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.

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 (loss) (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.

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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 Payable	Terminated	Description	Aggregate Notional Amount		Liability (Asset) Fair Value When Terminated			Fair Value Deferred In Other Comprehensive Income(1)
2024	May 2014	Three forward starting swaps	$	225,000	$	6,312		$	6,312
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 will be reclassified to interest expense as interest payments are made on the related notes payable.

As of December 31, 2022, $12,582,000 remains in other comprehensive income (loss) related to NNN’s previously terminated interest rate hedges. During the years ended December 31, 2022, 2021 and 2020, NNN reclassified $2,374,000, $3,073,000 and $2,300,000, respectively, out of other comprehensive income (loss) as an increase to interest expense. Over the next 12 months, NNN estimates that an additional $2,471,000 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, 2022.

Note 10 – Performance Incentive Plan:

In May 2017, NNN filed a registration statement on Form S-8 with the Commission which permits the issuance of up to 1,800,000 shares of common stock pursuant to NNN’s 2017 Performance Incentive Plan (the “2017 Plan”). The 2017 Plan allows NNN to award or grant to key employees, directors and persons performing consulting or advisory services for NNN or its affiliates, stock options, stock awards, stock appreciation rights, Phantom Stock Awards, Performance Awards and Leveraged Stock Purchase Awards, each as defined in the 2017 Plan.

There were no stock options outstanding or exercisable at December 31, 2022.

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, 2022:

	Number of Shares			Weighted Average Share Price
Non-vested restricted shares, January 1		978,455		$	49.54
Restricted shares granted		410,403			42.93
Restricted shares vested		(219,805	)		49.56
Restricted shares forfeited		(177,852	)		53.64
Non-vested restricted shares, December 31		991,201			46.06

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.

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During the year ended December 31, 2022, NNN granted 289,434 performance-based 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 shares was determined using a Monte Carlo simulation model at the grant date (for a weighted average fair value share price of $29.76). The performance-based shares were granted to certain executive officers and had a weighted average grant price of $42.85 per share. Once the respective performance criteria are met and the actual number of shares earned is determined, the shares vest immediately. Compensation expense is recognized over the requisite service period.

The following summarizes other grants made during the year ended December 31, 2022, pursuant to the 2017 Plan.

	Number of Shares		Weighted Average   Share Price
Other share grants under the 2017 Plan:
Directors’ fees		12,903	$	44.46
Deferred directors’ fees		20,100		44.46
		33,003		44.46
Shares available under the 2017 Plan for grant, end of period		346,420

The total compensation expense for share-based payments for the years ended December 31, 2022, 2021 and 2020 totaled $15,449,000, $14,296,000 and $14,213,000, respectively. At December 31, 2022, NNN had $11,266,000 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 2.4 years.

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. At the date of announcement, and as a result of the retirement and transition agreement, the terms of the performance awards were modified to shorten the requisite service period to the April 2022 retirement date. In accordance with ASC 718, a valuation of the modified performance awards resulted in incremental executive retirement costs of $1,379,000 for the year ended December 31, 2022.

Note 11 – Fair Value of Financial Instruments:

NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate. NNN believes that the carrying value of its mortgages payable at December 31, 2022 and 2021, approximate fair value based upon current market prices of comparable instruments (Level 3). At December 31, 2022 and 2021, the fair value of NNN’s notes payable excluding unamortized discount and debt costs, were $3,140,774,000 and $4,032,757,000, respectively, based upon quoted market prices as of the close of the period, which is a Level 1 valuation since NNN's notes payable are publicly traded.

Note 12 – Segment Information:

For the years ended December 31, 2022, 2021 and 2020, NNN’s operations are reported within one operating segment in the consolidated financial statements and all properties are part of the Properties or Property Portfolio.

Note 13 – Major Tenants:

As of December 31, 2022, NNN had no tenants that accounted for ten percent or more of its rental income.

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Note 14 – 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.

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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, 2022, 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 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.

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

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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 on-going 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, 2022, 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, 2022, 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, 2022, which appears in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting.

During the three months ended December 31, 2022, 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.

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.

72

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,” “Proposal I: Election of Directors – Executive Officers,” “Proposal I: Election of Directors – Code of Business Conduct and Insider Trading 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.

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 Accounting 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.

73

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)	41
		Consolidated Balance Sheets as of December 31, 2022 and 2021	45
		Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2022, 2021, and 2020	46
		Consolidated Statements of Equity for the years ended December 31, 2022, 2021, and 2020	48
		Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021, and 2020	51
		Notes to Consolidated Financial Statements	53
	(2)	Financial Statement Schedules
		Schedule III – Real Estate and Accumulated Depreciation and Amortization and Notes as of December 31, 2022	F-1
		Schedule IV – Mortgage Loans on Real Estate and Notes as of December 31, 2022	F-6
		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 (filed on August 3, 2012 as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q).
		3.2	Third Amended and Restated Bylaws of the Registrant, as amended through the Fourth Amendment to Bylaws, dated February 17, 2021 (filed on February 19, 2021 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K).

74

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 National Retail Properties, Inc. 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 National Retail Properties, 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 National Retail Properties, 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 National Retail Properties, 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 National Retail Properties, 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).

75

4.16	Form of Eighteenth Supplemental Indenture between National Retail Properties, 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 National Retail Properties, 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 National Retail Properties, 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).

10	Material Contracts
		10.1*	Amended and Restated Employment Agreement, dated as of September 29, 2016, between the registrant and Julian Whitehurst (filed on September 30, 2016 as Exhibit 10.2 to the Registrant's Current Report on Form 8-K).
		10.2*	Retirement and Transition Agreement, dated January 19, 2022, between the Company and Julian E. Whitehurst (filed on January 21, 2022 as Exhibit 10.1 to the Registrant's Current Report on Form 8-K).
		10.3*	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).
		10.4*	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).
		10.5*	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).
		10.6*	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).
		10.7*	Employment Agreement dated as of January 2, 2014, between the Registrant and Stephen A. Horn, Jr. (filed on February 19, 2014 as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K).
		10.8*	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).
		10.9*	Employment Agreement dated as of February 15, 2018 between the Registrant and Michelle L. Miller (filed herewith).
		10.10*	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).

76

		10.11*	2017 Performance Incentive Plan (filed on March 29, 2017 as Annex A to the Registrant’s 2017 Annual Proxy Statement on Schedule 14A).
		10.12*	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).
		10.13*	Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed on May 4, 2012 as Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q).
		10.14*	Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed on May 4, 2012 as Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q).
		10.15*	Form of Restricted Award Agreement - Special Grant between NNN and the Participant of NNN (filed on May 4, 2012 as Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q).
		10.16*	Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed on May 2, 2016 as exhibit 10.21 to the Registrant's Quarterly Report on Form 10-Q).
		10.17*	Form of Restricted Award Agreement - Service - Non-Executives between NNN and the Participant of NNN (filed on May 2, 2016 as exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q).
		10.18*	Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed on May 2, 2016 as exhibit 10.23 to the Registrant's Quarterly Report on Form 10-Q).
		10.19	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).
		10.20	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).
		10.21	National Retail Properties, 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).
21	Subsidiaries of the Registrant (filed herewith).
23	Consent of Independent Registered Public Accounting Firm
		23.1	Ernst & Young LLP dated February 9, 2023 (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).
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).

77

101	Interactive Data File
		101.1	The following materials from National Retail Properties, Inc. Annual Report on Form 10-K for the period ended December 31, 2022, are formatted in Inline Extensible Business Reporting Language ("Inline XBRL"): (i) consolidated balance sheets, (ii) consolidated statements of comprehensive income, (iii) consolidated statements of stockholders' 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.

78

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 9th day of February 2023.

	NATIONAL RETAIL PROPERTIES, INC.
By:	/s/ Stephen A. Horn, Jr.
	Stephen A. Horn, Jr.
	Chief Executive Officer, President 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.

79

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 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.	Chief Executive Officer, President and Director	February 9, 2023
Stephen A. Horn, Jr.
/s/ Steven D. Cosler	Chairman of the Board	February 9, 2023
Steven D. Cosler
/s/ Pamela K. M. Beall	Director	February 9, 2023
Pamela K. M. Beall
/s/ David M. Fick	Director	February 9, 2023
David M. Fick
/s/ Edward J. Fritsch	Director	February 9, 2023
Edward J. Fritsch
/s/ Elizabeth C. Gulacsy	Director	February 9, 2023
Elizabeth C. Gulacsy
/s/ Betsy D. Holden	Director	February 9, 2023
Betsy D. Holden
/s/ Kamau O. Witherspoon	Director	February 9, 2023
Kamau O. Witherspoon
/s/ Kevin B. Habicht	Director, Chief Financial Officer (Principal Financial Officer), Executive Vice President, Assistant Secretary and Treasurer	February 9, 2023
Kevin B. Habicht
/s/ Michelle L. Miller	Chief Accounting Officer (Principal Accounting Officer) and Executive Vice President	February 9, 2023
Michelle L. Miller

80

NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

December 31, 2022

(dollars in thousands)

F-1

				Initial Costs to Company				Costs Capitalized Subsequent to Acquisition				Gross Amount at Which Carried at Close of Period (a) (c)
State	# of Properties	Encumbrances (e)		Land		Building, Improvements & Leasehold Interests		Improvements		Carrying Costs		Land		Building, Improvements & Leasehold Interests		Total		Accumulated Depreciation & Amortization (b)		Year of Construction	Year Acquired	Life on Which Depreciation & Amortization in Latest Income Statement is Computed (Years)
Alabama	153	$	—	$	72,696	$	170,608	$	42,413	$	—	$	72,410	$	212,980	$	285,390	$	51,199	1948 - 2020	2001 - 2022	10 - 40
Alaska	5		—		1,943		3,694		140		—		1,943		3,834		5,777		1,832	1971 - 2003	1996 - 2014	20 - 40
Arizona	65		4,113		79,138		105,736		65,305		—		79,138		171,041		250,179		37,208	1974 - 2023	1998 - 2022	10 - 40
Arkansas	71		—		33,017		100,158		17,168		—		33,017		117,326		150,343		17,409	1969 - 2020	1998 - 2022	20 - 40
California	76		—		144,304		221,594		35,459		—		143,287		249,216		392,503		57,927	1945 - 2018	1997 - 2022	20 - 40
Colorado	37		2,280		58,333		85,152		27,646		—		58,333		112,798		171,131		28,183	1969 - 2017	1994 - 2022	20 - 40
Connecticut	11		—		9,068		32,950		601		—		9,068		33,551		42,619		10,146	1929 - 2003	2006 - 2022	20 - 30
Delaware	1		—		2,994		6,062		71		—		2,994		6,133		9,127		4,276	1994 - 1994	1994 - 1994	40 - 40
District of    Columbia	1		—		624		578		—		—		624		578		1,202		257	1983 - 1983	2005 - 2005	40 - 40
Florida	257		—		266,019		411,157		148,672		—		266,019		559,829		825,848		122,805	1959 - 2023	1985 - 2022	5 - 40
Georgia	167		—		128,738		263,312		61,545		—		128,738		324,856		453,594		76,993	1964 - 2023	1996 - 2022	10 - 40
Idaho	11		—		7,593		10,197		8,331		—		7,593		18,529		26,122		4,839	1979 - 2017	2006 - 2022	20 - 40
Illinois	164		—		129,931		308,504		50,346		—		129,931		358,528		488,459		92,284	1924 - 2023	1995 - 2022	15 - 40
Indiana	148		—		98,266		199,255		79,718		—		98,266		278,973		377,239		73,025	1965 - 2023	2001 - 2022	15 - 40
Iowa	28		—		22,629		37,962		21,097		—		22,629		59,058		81,687		16,849	1964 - 2023	2005 - 2022	10 - 40
Kansas	37		—		16,970		37,358		9,776		—		16,970		47,134		64,104		10,242	1946 - 2017	1997 - 2022	15 - 40
Kentucky	58		—		40,962		99,052		13,385		—		40,962		112,437		153,399		28,111	1974 - 2020	2005 - 2022	25 - 40
Louisiana	50		—		35,517		85,430		37,942		—		35,517		123,371		158,888		22,179	1970 - 2018	1996 - 2022	15 - 40
Maine	12		—		3,781		13,017		—		—		3,781		13,017		16,798		4,539	1915 - 2002	1996 - 2017	10 - 40
Maryland	50		—		62,149		126,171		3,006		—		62,149		129,177		191,326		38,605	1946 - 2017	1996 - 2019	20 - 40
Massachusetts	22		—		32,663		90,750		—		—		32,663		90,750		123,413		17,016	1960 - 2017	2006 - 2019	20 - 40

F-2

Michigan	93	—	57,792	206,713	55,069	—	57,792	261,171	318,963	35,482	1963 - 2022	1996 - 2022	20 - 40
Minnesota	28	—	20,906	38,395	2,552	—	20,906	40,947	61,853	12,917	1950 - 2017	2005 - 2022	10 - 40
Mississippi	63	—	29,242	100,754	12,422	—	29,242	113,176	142,418	11,466	1959 - 2017	2006 - 2022	15 - 40
Missouri	103	—	58,704	125,359	67,347	—	58,704	192,707	251,411	39,757	1920 - 2023	1992 - 2022	15 - 40
Montana	26	3,554	4,102	11,865	2,654	—	4,102	14,518	18,620	4,842	1937 - 2016	2010 - 2016	20 - 40
Nebraska	6	—	5,608	3,066	5,033	—	5,608	8,099	13,707	1,831	1979 - 2015	2005 - 2017	20 - 40
Nevada	15	—	9,160	27,181	1,205	—	9,160	28,385	37,545	4,587	1961 - 2014	2012 - 2022	25 - 40
New Hampshire	10	—	11,299	39,056	—	—	11,299	39,056	50,355	7,655	1980 - 2004	2011 - 2022	25 - 30
New Jersey	28	—	45,326	169,481	732	—	45,326	170,213	215,539	48,972	1965 - 2015	1996 - 2022	25 - 40
New Mexico	32	—	21,857	76,847	21,795	—	21,857	98,642	120,499	14,295	1955 - 2019	2001 - 2022	25 - 40
New York	41	—	29,467	58,384	27,785	—	29,467	82,826	112,293	16,447	1925 - 2020	1997 - 2022	20 - 40
North Carolina	163	—	125,961	257,979	33,757	—	125,961	291,736	417,697	75,699	1906 - 2021	2004 - 2022	5 - 40
North Dakota	4	—	411	1,606	—	—	411	1,606	2,017	855	1974 - 1999	1997 - 2011	25 - 40
Ohio	192	—	128,082	304,090	74,540	—	128,082	378,437	506,519	96,378	1910 - 2019	1992 - 2022	15 - 40
Oklahoma	87	—	42,870	106,252	26,775	—	42,870	133,027	175,897	26,778	1964 - 2018	1996 - 2021	15 - 40
Oregon	8	—	5,290	9,283	987	—	5,290	10,269	15,559	3,242	1973 - 2008	1998 - 2022	25 - 40
Pennsylvania	86	—	68,270	127,892	36,682	—	68,084	163,526	231,610	42,432	1953 - 2023	1997 - 2022	15 - 40
Puerto Rico	1	—	1,729	—	2,732	—	1,729	2,131	3,860	847	1998 - 1998	2007 - 2007	33 - 33

F-3

NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION (CONTINUED)

December 31, 2022

(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 (e)		Land		Building, Improvements & Leasehold Interests		Improvements		Carrying Costs		Land		Building, Improvements & Leasehold Interests		Total		Accumulated Depreciation & Amortization (b)		Year of Construction	Year Acquired	Life on Which Depreciation & Amortization in Latest Income Statement is Computed (Years)
Rhode Island	5		—		2,377		7,450		—		—		2,377		7,450		9,827		1,752	1989 - 2004	2016 - 2016	25 - 30
South Carolina	74		—		55,198		114,934		9,056		—		55,198		123,990		179,188		29,723	1921 - 2021	2005 - 2022	10 - 40
South Dakota	2		—		1,595		4,447		788		—		1,595		5,234		6,829		1,526	1985 - 2000	2012 - 2012	30 - 35
Tennessee	154		—		95,173		223,460		54,458		—		95,173		277,918		373,091		59,082	1958 - 2021	1996 - 2022	5 - 40
Texas	528		—		425,552		941,846		170,809		—		425,553		1,112,202		1,537,755		294,860	1890 - 2023	1993 - 2022	15 - 40
Utah	14		—		13,108		19,681		13,216		—		13,108		32,897		46,005		6,613	1951 - 2016	2006 - 2022	20 - 40
Virginia	119		—		98,396		184,327		42,544		—		97,286		225,913		323,199		62,168	1964 - 2022	1995 - 2022	5 - 40
Washington	27		—		22,568		34,547		15,894		—		22,568		50,441		73,009		15,872	1955 - 2017	1997 - 2019	20 - 40
West Virginia	23		—		13,784		24,797		1,385		—		13,784		26,182		39,966		6,478	1970 - 2013	2006 - 2022	25 - 40
Wisconsin	49		—		30,309		74,932		13,542		—		30,309		88,474		118,783		20,634	1940 - 2021	2006 - 2022	20 - 40
Wyoming	6		—		1,150		3,815		—		—		1,150		3,815		4,965		1,551	1949 - 2001	2010 - 2012	20 - 30
	3,411	$	9,947	$	2,672,621	$	5,707,136	$	1,316,380	$	—	$	2,670,023	$	7,008,104	$	9,678,127	$	1,660,665

F-4

NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

December 31, 2022

(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:

	2022			2021			2020
Beginning balance, January 1	$	8,917,586		$	8,534,275		$	8,448,702
Acquisitions and dollars invested in projects under construction or tenant improvements		846,331			551,287			177,901
Dispositions		(77,481	)		(146,019	)		(54,886	)
Impairment losses		(8,309	)		(21,957	)		(37,442	)
Ending balance, December 31	$	9,678,127		$	8,917,586		$	8,534,275

(b) The following is a reconciliation of accumulated depreciation and amortization for the years ended December 31:

	2022			2021			2020
Beginning balance, January 1	$	1,471,393		$	1,319,943		$	1,151,667
Dispositions		(25,757	)		(44,509	)		(17,828	)
Depreciation and amortization expense		215,029			195,959			186,104
Ending balance, December 31	$	1,660,665		$	1,471,393		$	1,319,943

(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, 2022, the net investment in real estate accounted for under the direct financing method was $3,352.

(d) As of December 31, 2022, the aggregate cost of the properties owned by NNN for federal tax purposes was approximately $9,594,276 (unaudited).

(e) NNN's $15,151 long-term, fixed rate loan is secured by a first mortgage lien on five properties, located in three states. Mortgage payable, including unamortized premium and net of unamortized debt costs was $9,964 at December 31, 2022.

See accompanying report of independent registered public accounting firm.

F-5

NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

December 31, 2022

(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	$	1,521		$	—
						$	3,000	$	1,521	(a)	$	—

(a)The following shows the changes in the carrying amounts of mortgage loans during the years ended December 31:

	2022			2021			2020
Beginning balance, January 1	$	2,011		$	2,468		$	—
New mortgage loans(d)		—			—			3,000
Deductions during the year:
Collections of principal		(521	)		(486	)		(374	)
Other: credit (losses) recoveries(e)		31			29			(158	)
Foreclosures		—			—			—
Ending balance, December 31	$	1,521		$	2,011		$	2,468

(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, 2022, 2021 and 2020 were $1,530, $2,011 and $2,468, 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 ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” NNN recorded an allowance for an estimated expected lifetime credit loss on its mortgage receivables based on the fair value of the collateral and the historical collectability trend analysis over 15 years.

See accompanying report of independent registered public accounting firm.

F-6

EX-10.9

Exhibit 10.9

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of February 15, 2018, by and between National Retail Properties, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), and Michelle L. Miller, residing at the address set forth on the signature page hereof (“Executive”).

WHEREAS, the Company desires to employ Executive, and Executive desires to continue to be employed by the Company, on the terms and conditions set forth herein.

Accordingly, the parties hereto agree as follows:

1.Term. The Company hereby employs Executive, and Executive hereby accepts such employment, for a term (as the same may be extended, the “Term”) commencing as of February 15, 2018, and continuing until January 2, 2019, unless terminated earlier in accordance with the provisions of Section 4. On January 2, 2019, the Term shall automatically be extended for successive two (2) year periods in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either party notifies the other party of non-renewal in writing, in accordance with Section 8, sixty (60) days prior to the expiration of the initial period or any subsequent renewal period.

2.Duties. During the Term, Executive shall be employed by the Company as Executive Vice President and Chief Accounting Officer of the Company, and, as such, Executive shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board of Directors of the Company (the “Board”), the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, which duties shall not be materially inconsistent with the duties performed by accounting officers holding similar offices with real estate investment trusts. Executive shall report directly to the Chief Financial Officer. Executive shall devote substantially all of her business time and effort to the performance of her duties hereunder, except that Executive may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with Executive’s

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employment duties. Executive shall comply with the policies, standards, and regulations established from time to time by the Company.

3.Compensation.

3.1Salary. For purposes of this Agreement, a “Contract Year” shall mean each calendar year during the Term. During the 2018 Contract Year of the Term, the Company shall pay Executive a base salary at the rate of $230,000 per annum, in accordance with the customary payroll practices of the Company applicable to senior executives, but not less frequently than monthly. The Compensation Committee of the Board (the “Compensation Committee”) shall review Executive’s base salary each Contract Year during the Term and may increase such amount as it may deem advisable (such salary, as the same may be increased, the “Annual Salary”). The Annual Salary shall be prorated for any partial Contract Year.

3.2Bonus and Incentive Compensation. Executive will be entitled to participate in the Company’s annual bonus program in effect from time to time as follows:

(a)Annual Bonus Compensation. Executive shall be eligible to receive a bonus each Contract Year (“Annual Bonus”) as the Compensation Committee shall determine. Executive’s Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during the Term and shall be based, in part, on her achieving her individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year. The Annual Bonus shall be paid on a date within the one hundred eighty (180) day period commencing on January 1 of the year following the year in which the applicable performance period ends.

(b)Equity Incentive Awards. Executive shall be eligible to participate each Contract Year in the Company’s equity incentive plans pursuant to the Company’s 2017 Performance Incentive Plan (or any successor thereto) or such other plans or programs as the Compensation Committee shall determine. In the event that the vesting terms of the applicable award agreements governing Executive’s equity-based incentive awards differ from or are in conflict with the vesting terms set forth in Section 4 of this Agreement, the terms of such award agreements shall govern and control.

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3.3Benefits - In General. Except with respect to benefits of a type otherwise provided for under Section 3.4, Executive shall be permitted during the Term to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and similar benefits that may be available to other senior executives of the Company generally, on the same terms as such other executives, in each case to the extent that Executive is eligible under the terms of such plans or programs.

3.4Specific Benefits. Without limiting the generality of Section 3.3, the Company shall make available to Executive the fringe benefits set forth on Attachment “A” to this Agreement. Executive shall be entitled to twenty (20) days (i.e. 160 hours) of paid time off (“PTO”) per Contract Year (prorated for partial Contract Years). Unless otherwise required by law, no more than ten (10) days of unused PTO may be carried forward (on a “first-in, first-out” basis) to the immediately following year (but not thereafter).

3.5Expenses. The Company shall pay or reimburse Executive for all ordinary and reasonable out-of-pocket expenses incurred by Executive during the Term in the performance of Executive’s services under this Agreement; provided that such expenses are incurred and accounted for by Executive in accordance with the policies and procedures established from time to time by the Company.

4.Termination of Employment.

4.1Termination upon Death or Disability. If Executive dies during the Term, the obligations of the Company to or with respect to Executive shall terminate in their entirety except as otherwise provided under this Section 4.1. If Executive becomes eligible for disability benefits under the Company’s long-term disability plans and arrangements (or, if none, if Executive by virtue of ill health or other disability is unable to perform substantially and continuously the duties assigned to her for at least one hundred twenty (120) consecutive or non-consecutive days out of any consecutive twelve (12) month period), the Company shall have the right, to the extent permitted by law, to terminate the employment of Executive upon notice in writing to Executive; provided that the Company will have no right to terminate Executive’s employment if, in the reasonable opinion of a qualified physician acceptable to the Company,

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it is substantially certain that Executive will be able to resume Executive’s duties on a regular full-time basis within thirty (30) days of the date Executive receives notice of such termination. Upon death or other termination of employment by virtue of disability in accordance with this Section 4.1, Executive (or Executive’s estate or beneficiaries in the case of the death of Executive) shall have no right to receive any compensation or benefits hereunder on and after the effective date of the termination of employment other than (i) Annual Salary and other benefits earned and accrued under this Agreement prior to the date of termination (and reimbursement under this Agreement for expenses incurred prior to the date of termination); (ii) a cash payment equal to the prorated portion of the Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates, payable within the seventy (70) day period commencing on the date of Executive’s separation from service; provided, however, if the Compensation Committee has not set a “target” level Annual Bonus for the Contract Year in which Executive’s employment hereunder terminates then the cash payment will be calculated using the “target” level Annual Bonus for the calendar year immediately preceding the calendar year in which the date of termination occurs; (iii) elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company she had been granted which she then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms, except as may otherwise be provided to the contrary in the applicable award agreements); (iv) in the event of Executive’s death, (A) a cash payment equal to two (2) months of Executive’s Annual Salary payable no later than ten (10) days after such termination, and (B) continuation to Executive’s spouse and dependents of fully paid health insurance benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) during the one (1) year following the date of termination; and (v) Executive (or, in the case of her death, her estate and beneficiaries) shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

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4.2Termination by the Company for Cause; Termination by Executive without Good Reason.

(a)For purposes of this Agreement, “Cause” shall mean Executive’s:

(i)conviction of (or pleading nolo contendere to), or an indictment or information is filed against Executive and is not discharged or otherwise resolved within twelve (12) months thereafter, and said indictment or information charged Executive with a felony, any crime of moral turpitude, fraud or any act of dishonesty or any crime which is likely to result in material injury, either monetarily or otherwise, to the Company or any of its majority-owned subsidiaries;

(ii)continued failure substantially to perform her duties or to carry out the lawful written directives of the Board;

(iii)material breach of a fiduciary duty, including disclosure of any conflicts of interests that are known to Executive, or with reasonable diligence should be known, relating to Executive’s employment with the Company, or otherwise engaging in gross misconduct or willful or gross neglect (in connection with the performance of her duties) which is materially injurious, either monetarily or otherwise, to the Company or any of its majority-owned subsidiaries; or

(iv)material breach of any provision of Section 6 or any other provisions of this Agreement

provided, that the Company shall not be permitted to terminate Executive for Cause except on written notice given to Executive at any time following the occurrence of any of the events described in clause (i), (ii), (iii) or (iv) above. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause under clause (ii) or (iv) above unless the Company provided written notice to Executive setting forth in reasonable detail the reasons for the Company’s intention to terminate for Cause, Executive has been provided the opportunity, together with counsel, not later than fourteen (14) days following such notice to be heard before the Board and Executive failed within thirty (30) days (or, if later, five (5) business days after such hearing) to cure the event or deficiency set forth in the written notice.

(b)The Company may terminate Executive’s employment hereunder for Cause, and Executive may terminate her employment at any time upon sixty (60) days prior written notice to the Company. If the Company terminates Executive for Cause, or Executive terminates her employment (including by an election by Executive not to renew the Term as contemplated by and in accordance with

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the last sentence of Section 1) and the termination by Executive is not covered by Section 4.3, (i) Executive shall receive Annual Salary and other benefits (but, in all events, and without increasing Executive’s rights under any other provision hereof, excluding any Annual Bonus not yet paid) earned and accrued under this Agreement prior to the termination of employment (and reimbursement under this Agreement for expenses incurred prior to the termination of employment), and (ii) Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

4.3Termination by the Company without Cause; Termination by Executive for Good Reason.

(a)For purposes of this Agreement, “Good Reason” shall mean, unless otherwise consented to by Executive:

(i)a material reduction in Executive’s position, authority, duties or responsibilities;

(ii)a reduction in Annual Salary of Executive;

(iii)the relocation of Executive’s office to more than fifty (50) miles from the Company’s principal place of business in Orlando, Florida;

(iv)the Company’s material breach of this Agreement; or

(v)the Company’s failure to obtain an agreement from any successor to the business of the Company by which the successor assumes and agrees to perform this Agreement.

Notwithstanding the foregoing, Good Reason under clause (i), (ii), (iii), or (iv) above shall not be deemed to exist unless notice of termination on account thereof (specifying a termination date no later than fifteen (15) days from the date of such notice, subject to extension to allow the Company the opportunity to cure as described below) is given by Executive to the Company no later than thirty (30) days after the time at which Executive first becomes or should have become aware of the event or condition purportedly giving rise to Good Reason; and, in such event, the Company shall have thirty (30) days from the date notice of

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such a termination is given to cure such event or condition and, if the Company does so, such event or condition shall not constitute Good Reason hereunder, but, if the Company does not cure such event within the thirty (30) day period, Executive must terminate her employment not later than forty-five (45) days after the end of such thirty (30) day period in order for Good Reason to exist.

(b)The Company may terminate Executive’s employment at any time for any reason or no reason upon thirty (30) days prior written notice to Executive and Executive may terminate Executive’s employment with the Company for Good Reason in accordance with Section 4.3(a). If the Company terminates Executive’s employment and the termination is not covered by Sections 4.1, 4.2 or 4.4 or Executive terminates her employment for Good Reason:

(i)Executive shall (subject, in the case of the following clauses (C), (D) and (G), to Executive’s delivery of a general release reasonably acceptable to the Company which shall have become irrevocable and Executive’s compliance with the covenants set forth in Section 6) be entitled to:

(A)any accrued but unpaid Annual Salary and PTO due to Executive as of the termination of employment;

(B)reimbursement under this Agreement for expenses incurred but unpaid prior to the termination of employment;

(C)a cash payment equal to 200% of Executive’s Annual Salary, payable in equal installments over a twelve (12) month period in accordance with the Company’s usual and customary payroll practices;

(D)a cash payment equal to 200% of Executive’s average Annual Bonus for the three (3) Contract Years immediately preceding the date of termination, payable in equal installments over a twelve (12) month period in accordance with the Company’s usual and customary payroll practices; provided, however, that if Executive’s termination under this Section 4.3 occurs on or after the consummation of a Change of Control and Executive has not been employed as Chief Accounting Executive for three (3) Contract Years, then the amount payable to Executive under this clause (D) shall be equal to 200% of Executive’s average Annual Bonus for the three (3) calendar years immediately preceding the calendar year in which the date of termination occurs;

(E)vesting of any restricted stock, stock options or other equity awards in the Company Executive had been granted which Executive then continues to hold, to the extent then unvested;

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(F)for a period of one (1) year after termination, such health benefits under the Company’s health plans and programs applicable to associates of the Company generally (if and as in effect from time to time) as Executive would have received under this Agreement (and at such costs to Executive as would have applied in the absence of such termination); provided, however, that the Company shall in no event be required to provide any benefits otherwise required by this clause (F) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements); and

(G)in the event of such a termination upon or after a Change of Control, a prorated Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates payable in a single sum; provided, however, if the Compensation Committee has not set a “target” level Annual Bonus for the Contract Year in which Executive’s employment hereunder terminates the prorated Annual Bonus will be calculated using the “target” level Annual Bonus for the calendar year immediately preceding the calendar year in which the date of termination occurs.

(ii)The timing of the payments provided under Section 4.3(b)(i) shall be as follows, except as provided in Section 4.5:

(A)Amounts payable pursuant to clauses (A) and (B) of Section 4.3(b)(i) shall be paid in the normal course or in accordance with applicable law and in no event later than thirty (30) days following Executive’s separation from service;

(B)Amounts payable pursuant to clauses (C), (D) and (G) of Section 4.3(b)(i) shall be paid or commence, as applicable, on the 60th day following the separation from service, provided Executive has delivered the release referenced in Section 4.3(b)(i) to the Employer and such release has become irrevocable; and

(C)Amounts payable for the health benefits provided pursuant to clause (F) of Section 4.3(b)(i) shall commence at the date following Executive’s separation from service that is required under the relevant health plans and programs to provide such benefits.

(iii)Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

4.4Natural Termination. In the event that Executive’s employment by the Company pursuant to this Agreement terminates at the scheduled expiration of the Term because of a non-renewal of

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the Term as a result of a decision by the Company not to renew as contemplated by and in accordance with the last sentence of Section 1 (and not theretofore under Section 4.1, 4.2 or 4.3),

(i)Executive shall (subject, in the case of the following clauses (C) and (E), to Executive’s delivery of a general release reasonably acceptable to the Company which shall have become irrevocable and Executive’s compliance with the covenants set forth in Section 6) be entitled to:

(A)any accrued but unpaid Annual Salary and PTO due to Executive as of the termination of employment;

(B)reimbursement under this Agreement for expenses incurred but unpaid prior to the termination of employment;

(C)a cash payment equal to 100% of Executive’s Annual Salary, payable in equal installments over a twelve (12) month period in accordance with the Company’s usual and customary payroll practices;

(D)for a period of one (1) year after termination, such health benefits under the Company’s health plans and programs applicable to associates of the Company generally (if and as in effect from time to time) as Executive would have received under this Agreement (and at such costs to Executive as would have applied in the absence of such termination upon expiration); provided, however, that the Company shall in no event be required to provide any benefits otherwise required by this clause (D) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements);

(E)a prorated Annual Bonus at the “target” level for the Contract Year or partial Contract Year in which Executive’s employment hereunder terminates payable in a single sum; provided, however, if the Compensation Committee has not set a “target” level Annual Bonus for the Contract Year in which Executive’s employment hereunder terminates then the prorated Annual Bonus will be calculated using the “target” level Annual Bonus for the calendar year immediately preceding the calendar year in which the date of termination occurs; and

(F)only in the case of expiration of the initial Term, elimination of any exclusively time-based vesting conditions on any restricted stock, stock option or other equity awards in the Company Executive had been granted which Executive then continues to hold, to the extent then unvested (it being expressly understood and agreed that any performance-based vesting conditions (whether or not in tandem with such time-based vesting conditions) will continue in effect in accordance with their terms,

9

except as may otherwise be provided to the contrary in the applicable award agreements).

(ii)The timing of the payments provided under Section 4.4(i) shall be as follows, except as provided in Section 4.5:

(A)Amounts payable pursuant to clauses (A) and (B) of Section 4.4(i) shall be paid in the normal course or in accordance with applicable law and in no event later than thirty (30) days following Executive’s separation from service;

(B)Amounts payable pursuant to clauses (C) and (E) of Section 4.4(i) shall be paid or commence, as applicable, on the 60th day following the separation from service, provided Executive has delivered the release referenced in Section 4.4(i) to the Employer and such release has become irrevocable; and

(C)Amounts payable for the health benefits provided pursuant to clause (D) of Section 4.4(i) shall commence at the date following Executive’s separation from service that is required under the relevant health plans and programs to provide such benefits.

(iii)Executive shall have no further rights to any other compensation or benefits hereunder on or after the termination of employment, or any other rights hereunder.

4.5Delay in Payment to a Specified Employee - Section 409A.

If Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of Executive’s separation from service, the provisions of this Section 4.5 shall apply, but only if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”). No distribution shall be made to Executive under Sections 4.1, 4.3 or 4.4 of this Agreement before the date that is six (6) months after her separation from service or, if earlier, the date of Executive’s death. Any amounts otherwise payable to Executive upon or in the six (6) month period following Executive’s separation from service that are not so paid by reason of this Section 4.5 shall be paid (without interest) as soon as practicable (and in all events within ten (10) days) after the date that is six (6) months after Executive’s separation from service (or, if earlier, as soon as practicable, and in all events within ten (10) days, after the date of Executive’s death).

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5.Limitation on Payments.

5.1 General. In the event that the payments and benefits (the “Payments”) paid or provided to Executive under this Agreement or otherwise (a) constitute “parachute payments” within the meaning of Section 280G of the Code (“Section 280G”), and (b) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (“Section 4999”), then the Payments shall be either (x) delivered in full, or (y) delivered as to such lesser extent which would result in no portion of the Payments being subject to excise tax under Section 4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999. The provisions of this Section 5 shall apply if, at the time of any change in ownership or control of the Company (within the meaning of Section 280G), the Company is an entity whose stock is readily tradable on an established securities market (or otherwise), within the meaning of Section 280G.

5.2 Accountants’ Determinations. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 5 shall be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and Section 4999. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 5. If a reduction in the Payments constituting “parachute payments” as defined in Section 280G is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (a) reduction of the cash severance payments; (b) cancellation of accelerated vesting of equity awards; and (c) reduction of

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continued employee benefits. In the event that the accelerated vesting of equity awards is to be cancelled, such vesting acceleration shall be cancelled in the reverse chronological order of Executive’s equity awards’ grant dates.

6.Non-Competition, Non-Solicitation, and Confidentiality; Certain Other Covenants.

6.1Disclosure of Confidential Information. Executive acknowledges that the Company will provide Executive with confidential and proprietary information regarding the business in which the Company or any of its current or future subsidiaries or affiliates (collectively, other than the Company, the “Company Affiliates”) are involved, and the Company and the Company Affiliates will provide Executive with trade secrets, as defined in Section 688.002(4) of the Florida Statutes, of the Company and the Company Affiliates (hereinafter all such confidential information and trade secrets referred to as the “Confidential Information”). For purposes of this Agreement, Confidential Information includes, but is not limited to:

(a)Information related to the business of the Company and the Company Affiliates, including but not limited to marketing strategies and plans, sales procedures, operating policies and procedures, pricing and pricing strategies, business and strategic plans, financial statements and projections, accounting and tax positions and procedures, and other business and financial information of the Company and the Company Affiliates;

(b)Information regarding the customers of the Company and the Company Affiliates which Executive acquired as a result of her employment with the Company, including but not limited to, customer contracts, customer lists, work performed for customers, customer contacts, customer requirements and needs, data used by the Company and the Company Affiliates to formulate customer proposals, customer financial information and other information regarding the customer’s business;

(c)Information regarding the vendors of the Company and the Company Affiliates which Executive acquired as a result of her employment with the Company, including but not limited to, product and service information and other information regarding the business activities of such vendors;

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(d)Training materials developed by and utilized by the Company and the Company Affiliates;

(e)Any other information which Executive acquired as a result of her employment with the Company and which Executive has a reasonable basis to believe the Company or the Company Affiliates, as the case may be, would not want disclosed to a business competitor or to the general public; and

(f)Information which:

(i)is proprietary to, about or created by the Company or the Company Affiliates;

(ii)gives the Company or any of the Company Affiliates some competitive advantage, the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the Company or the Company Affiliates;

(iii)is not typically disclosed to non-executives by the Company or otherwise is treated as confidential by the Company or the Company Affiliates; or

(iv)is designated as Confidential Information by the Company or from all the relevant circumstances should reasonably be assumed by Executive to be confidential to the Company or any Company Affiliates;

provided, however, that Confidential Information shall not include information which (x) at the time of receipt or thereafter becomes publicly known through no wrongful act of Executive, (y) is obtainable in the public domain, or (z) if Executive gives prior notice to the Company of any disclosure of information described in the following provisions of this clause (z), can be and is demonstrated by Executive as not having been developed by use of or reference to other Confidential Information and as not having been acquired or developed by Executive in connection with Executive’s employment or affiliation with the Company.

6.2Covenant Not to Compete. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up

13

for renewal), for a period of one (1) year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for compensation or otherwise, engage in or have any interest in any sole proprietorship, partnership, corporation, company, association, business or any other person or entity (whether as an employee, officer, member, partner, corporation, business or any creditor, consultant or otherwise) that, directly or indirectly, competes with the Company’s “Business” (as defined below) in any and all states in which the Company or any Company Affiliate conducts such business while Executive is employed by the Company or any Company Affiliate; provided, however, Executive may continue to hold securities of the Company or any Company Affiliate or continue to hold or acquire, solely as an investment, shares of capital stock or other equity securities of any company if (x) she currently holds an interest in such stock or other securities, and before the date hereof has disclosed to the Board in detail (I) the applicable company (or companies) and (II) the specific stock or other equity securities of the entity she owns, or (y) the stock or other securities are traded on any national securities exchange or are regularly quoted in the over-the-counter market, so long as Executive does not control, acquire a controlling interest in, or become a member of a group which exercises direct or indirect control of more than 5% of any class of capital stock of such corporation. For purposes of this Agreement, the Company’s “Business” is defined so as to consist of the development, acquisition, ownership, management, and sale of a diversified portfolio of high-quality, freestanding net-lease properties leased to retail, restaurant, convenience-store and similar businesses, and such other businesses conducted by the Company after the date hereof, and from time to time during the Term, that shall become material and substantial with respect to the Company’s then-overall business.

6.3Non-Solicitation of Clients. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one (1) year thereafter, in consideration of the obligations of the Company

14

hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not, directly or indirectly, for herself or as principal, agent, independent contractor, consultant, director, officer, member, partner or employee of any other person, firm, corporation, partnership, company, association, business or other entity, solicit, attempt to contract with, or enter into a contractual or business relationship of any kind pertaining to any aspect of the Company’s Business, or any other business conducted by the Company or any Company Affiliate at the time of termination of employment or at any time in the prior twelve (12) month period, with any person or entity with which the Company or any Company Affiliate has any contractual or business relationship, or engaged in negotiations toward such a contract, in the previous twelve (12) months, if such solicitation, attempt to contract with, or entering into a contractual or business relationship would have a material adverse effect on the Company’s operations, financial condition, prospects or relationship with such person or entity.

6.4Non-Solicitation of Employees. While employed by the Company and, in the event of a termination of Executive’s employment (other than in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal), for a period of one (1) year thereafter, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall not directly or indirectly, for herself or as principal, agent, independent contractor, consultant, director, officer, member, partner or employee of any other person, firm, corporation, partnership, company, association or other entity, either (i) hire, attempt to employ, contact with respect to hiring, solicit with respect to hiring or enter into any contractual arrangement with any employee or former employee of the Company or any Company Affiliate, or (ii) induce or otherwise advise or encourage any employee of the Company or any Company Affiliate to leave his or her employment; unless, in each such case, such employee or former employee has not been employed by the Company or a Company Affiliate for a period in excess of six (6) months at the time of such solicitation, attempt to employ, contact, employment or inducement.

15

6.5Confidentiality. Subject to Section 6.10, while employed by the Company and after Executive’s employment terminates for any reason, in consideration of the obligations of the Company hereunder, including without limitation its disclosure of Confidential Information to Executive, Executive shall keep secret and retain in strictest confidence, shall not disclose to any third-party, and shall not use for her benefit or the benefit of others, except in connection with the business affairs of the Company, any Company Affiliate, or any of their officers or directors (collectively, the “Benefited Persons”), all confidential and proprietary information and trade secrets relating to the business of the Company or any of the other Benefited Persons (but not if expressly excluded from being Confidential Information under the proviso of Section 6.1(f)), including, without limitation, the Confidential Information, unless such disclosure is required by a valid subpoena or other legal mandate or otherwise by rule of law or other valid order of a court or government body or agency. In the event disclosure so is required, Executive shall provide the Company with written notice of same at least five (5) business days prior to the date on which Executive is required to make the disclosure. Notwithstanding the foregoing, the express terms of this Section 6.5 shall not apply in the event of a Change of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal.

6.6Tangible Items. All files, records, documents, manuals, books, forms, reports, memoranda, studies, data, calculations, recordings, or correspondence, whether visually perceptible, machine-readable or otherwise, in whatever form they may exist, and all copies, abstracts and summaries of the foregoing, and all physical items related to the business of the Company, whether of a public nature or not, and whether prepared by Executive or not, are and shall remain the exclusive property of the Company, and shall not be removed from its premises, except as required in the course of Executive’s employment by the Company, without the prior written consent of the Company. Such items, including any copies or other reproductions thereof, shall be promptly returned by Executive to the Company at any time upon the written request of the Company (or, if requested by the Company, destroyed by Executive). Notwithstanding the foregoing, the express terms of this Section 6.6 shall not apply in the event of a Change

16

of Control and subsequent termination by the Company without Cause or by Executive for Good Reason or a termination due to non-renewal of the Term by the Company at the first time on or after the Change of Control that the Term is up for renewal.

6.7Non-Disparagement. Subject to Section 6.10, while employed by the Company and after Executive’s employment terminates, Executive agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically (a) any derogatory comment concerning the Company and the Company Affiliates or any of their respective current or former directors, officers, employees or shareholders or (b) any other comment that could reasonably be expected to be detrimental to the business or financial prospects or reputation of the Company and the Company Affiliates. Nothing in the foregoing shall preclude Executive from providing truthful disclosures required by applicable law or legal process.

6.8Remedies.

(a)The Company and Executive acknowledge and agree that a breach by Executive of any of the covenants contained in this Section 6 will cause immediate and irreparable harm and damage to the Company and any other Benefited Person, and that monetary damages will be inadequate to compensate the Company, and any other Benefited Person, as the case may be, for such breach. Accordingly, Executive acknowledges that the Company and any other Benefited Person affected shall, in addition to any other remedies available to it at law or in equity, be entitled to an injunction from any court of competent jurisdiction enjoining and restraining any violation of said covenants by Executive or any of her affiliates, associates, partners or agents, either directly or indirectly, without the necessity of proving the inadequacy of legal remedies or irreparable harm.

(b)Except with regard to Section 6.8(a), all disputes between the parties or any claims concerning the performance, breach, construction or interpretation of this Agreement, or in any manner arising out of this Agreement, shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”), which arbitration shall be carried out in the manner set forth below:

17

(i)Within fifteen (15) days after written notice by one party to the other party of its demand for arbitration, which demand shall set forth the name and address of its designated arbitrator, the other party shall appoint its designated arbitrator and so notify the demanding party. Within fifteen (15) days thereafter, the two arbitrators so appointed shall appoint the third arbitrator. If the two appointed arbitrators cannot agree on the third arbitrator, then the AAA shall appoint an independent arbitrator as the third arbitrator. The dispute shall be heard by the arbitrators within ninety (90) days after appointment of the third arbitrator. The decision of any two or all three of the arbitrators shall be binding upon the parties without any right of appeal. The decision of the arbitrators shall be final and binding upon the Company, its successors and assigns, and upon Executive, her heirs, personal representatives, and legal representatives.

(ii)The arbitration proceedings shall take place in Orlando, Florida, and the judgment and determination of such proceedings shall be binding on all parties. Judgment upon any award rendered by the arbitrators may be entered into any court having competent jurisdiction without any right of appeal.

(iii)Each party shall pay its or her own expenses of arbitration, and the expenses of the arbitrators and the arbitration proceeding shall be shared equally. However, if in the opinion of a majority of the arbitrators, any claim or defense was unreasonable, the arbitrators may assess, as part of their award, all or any part of the arbitration expenses of the other party (including reasonable attorneys’ fees) and of the arbitrators and the arbitration proceeding.

6.9Change of Control. For the purposes of this Agreement, “Change of Control” shall be a change of control under the applicable definition contained in the Company’s 2017 Performance Incentive Plan, or successor thereto of comparable import; provided, however, that in no event shall a Change of Control for purposes of this Agreement be deemed to have arisen merely by virtue of a “person” or “group” (which terms shall have the meaning they have when used in Section 13(d) of the Securities Exchange Act of 1934, as amended) having become a direct or indirect owner of Company securities (such that a Change of Control would, without regard to this proviso, otherwise have been deemed to have occurred), if Executive is or is a member of such person or group.

6.10Confidential Disclosure in Reporting Violations of Law or in Court Filings. Executive acknowledges and the Company agrees that Executive may disclose Confidential Information in confidence, directly or indirectly, to federal, state, or local government officials, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency

18

Inspector General or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or regulation or making other disclosures that are protected under the whistleblower provisions of state or federal laws or regulations. Executive may also disclose Confidential Information in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal. Nothing in this Agreement is intended to conflict with federal law protecting confidential disclosures of a trade secret to the government or in a court filing, 18 B.SC. § 1833(b), or to create liability for disclosures of Confidential Information that are expressly allowed by 18 B.SC. § 1833(b).

7.Severability. As the provisions of this Agreement are independent of and severable from each other, the Company and Executive agree that if, in any action before any court or agency legally empowered to enforce this Agreement, any term, restriction, covenant, or promise hereof is found to be unreasonable or otherwise unenforceable, then such decision shall not affect the validity of the other provisions of this Agreement, and such invalid term, restriction, covenant, or promise shall also be deemed modified to the extent necessary to make it enforceable.

8.Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person, the next business day if delivered by overnight commercial courier (e.g., Federal Express), or the third business day if mailed by United States certified mail, return receipt requested, postage prepaid, to the following addresses:

(a)If to the Company, to:

National Retail Properties, Inc.
450 South Orange Avenue, Suite 900
Orlando, Florida 32801

Attn: Chairman of the Compensation Committee

of the Board of Directors

19

with a copy to:

National Retail Properties, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Attn: General Counsel

and

Pillsbury Winthrop Shaw Pittman LLP
1200 Seventeenth Street, N.W.
Washington, DC 20036
Attn: Jeffrey B. Grill, Esq.

(b)If to Executive, to:

Michelle L. Miller

at the address set forth on the signature page hereof

Either party may change its address for notices in accordance with this Section 8 by providing written notice of such change to the other party.

9.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

10.Benefits; Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, legal representatives, successors and permitted assigns. Executive shall not assign this Agreement. However, the Company is expressly authorized to assign this Agreement to a Company Affiliate upon written notice to Executive, provided that (i) the assignee assumes all of the obligations of the Company under this Agreement, (ii) Executive’s role when viewed from the perspective of Company Affiliates in the aggregate is comparable to such role immediately before the assignment, and (iii) the Company, for so long as an affiliate of the assignee, remains secondarily liable for the financial obligations hereunder.

11.Attorneys’ Fees. In the event of any legal proceeding relating to this Agreement or any term or provision thereof, the losing party shall be responsible to pay or reimburse the prevailing party for all reasonable attorneys’ fees incurred by the prevailing party in connection with such proceeding, except that, in the event of an arbitration, the provisions of Section 6.8(b)(iii) shall apply.

20

12.Entire Agreement. This Agreement, including its incorporated Attachment “A,” constitutes the entire agreement between the parties, and all prior understandings, agreements or undertakings between the parties concerning Executive’s employment or the other subject matters of this Agreement (including without limitation the Existing Employment Agreement) are superseded in their entirety by this Agreement.

13.Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

14.No Duty to Mitigate. Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise, nor will any payments hereunder be subject to offset in the event Executive does mitigate (except as otherwise provided in clause (i)(F) of the second sentence of Section 4.3(b) or clause (i)(D) of Section 4.4).

15.Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but which together shall be one and the same instrument.

16.Advice. Executive confirms and represents to the Company that she has had the opportunity to obtain the advice of legal counsel, financial and tax advisers, and such other professionals as she deems necessary for entering into this Agreement, and she has not relied upon the advice of the Company or the Company’s officers, directors, or employees.

17.Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

21

18.Withholding. Any payments made to Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

19.Section 409A. This Agreement is intended to meet, or be exempt from, the requirements of Section 409A, with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A.

20.Survivability. Those provisions and obligations of this Agreement which are intended to survive shall survive notwithstanding termination of Executive’s employment with the Company.

[Signature Page Follows]

22

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

NATIONAL RETAIL PROPERTIES, INC.

By: /s/ Don DeFosset

Name: Don DeFosset

Title: Chairman of the Compensation Committee

/s/ Michelle Miller

Michelle Miller

23

ATTACHMENT “A”

Additional Fringe Benefits

•$500/month car allowance

•Long-term disability coverage provided to all associates of the Company. The Company shall have no obligation to obtain disability insurance in amounts greater than what is provided under the Company’s group plan or plans from time to time.

•Life insurance benefits with a face amount equal to Annual Salary (provided that, if at any time the Company cannot obtain such insurance at rates which are reasonable for the provision by the Company of such a benefit, the Company may then self-insure such benefits).

24

EX-21

Exhibit 21

NATIONAL RETAIL PROPERTIES, INC.

SUBSIDIARIES OF THE REGISTRANT

December 31, 2022

Subsidiary	Jurisdiction of Formation
CCMH V, LLC	Delaware
CNL Commercial Mortgage Funding, Inc.	Delaware
National Retail Properties Trust	Maryland
National Retail Properties, LP	Delaware
Net Lease Funding, Inc.	Maryland
Net Lease Realty I, Inc.	Maryland
NNN - NatGro LLC	Delaware
NNN Athletic I LLC	Delaware
NNN Brokerage Services, Inc.	Maryland
NNN CA Auto Svc LLC	Delaware
NNN GP Corp.	Delaware
NNN PBY LLC	Delaware
NNN SC Trust	Maryland
NNN TRS, Inc.	Maryland
Orange Avenue Mortgage Investments, Inc.	Delaware

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)Registration Statement (Form S-3 No. 333-240297) of National Retail Properties, Inc.,

(2)Registration Statement (Form S-8 No. 333-64794) pertaining to the 2000 Performance Incentive Plan of National Retail Properties, Inc.,

(3)Registration Statement (Form S-8 No. 333-15625) pertaining to the 1992 Stock Option Plan of National Retail Properties, Inc.,

(4)Registration Statement (Form S-8 No. 333-144100) pertaining to the 2007 Performance Incentive Plan of National Retail Properties, Inc.,

(5)Registration Statement (Form S-3 No. 333-111180) pertaining to the Retirement Plan for CTA,

(6)Registration Statement (Form S-3 No. 333-253372) pertaining to the Dividend Reinvestment and Stock Purchase Plan of National Retail Properties, Inc., and

(7)Registration Statement (Form S-8 No. 333-218339) pertaining to the 2017 Performance Incentive Plan of National Retail Properties, Inc.;

of our reports dated February 9, 2023, with respect to the consolidated financial statements and schedules of National Retail Properties, Inc. and Subsidiaries and the effectiveness of internal control over financial reporting of National Retail Properties, Inc. and Subsidiaries included in this Annual Report (Form 10-K) of National Retail Properties, Inc. for the year ended December 31, 2022.

/s/ Ernst & Young LLP

Orlando, Florida

February 9, 2023

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen A. Horn, Jr., certify that:

1.I have reviewed this Annual Report on Form 10-K of National Retail Properties, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 9, 2023		/s/ Stephen A. Horn, Jr.
Date	Name:	Stephen A. Horn, Jr.
	Title:	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin B. Habicht, certify that:

1.I have reviewed this Annual Report on Form 10-K of National Retail Properties, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

February 9, 2023		/s/ Kevin B. Habicht
Date	Name:	Kevin B. Habicht
	Title:	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Stephen A. Horn, Jr., President and Chief Executive Officer, certifies, to the best of his knowledge, that (1) this Annual Report of National Retail Properties, Inc. (“NNN”) on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition of NNN as of December 31, 2022 and 2021 and its results of operations for the years ended December 31, 2022, 2021 and 2020.

February 9, 2023		/s/ Stephen A. Horn, Jr.
Date	Name:	Stephen A. Horn, Jr.
	Title:	President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to NNN and will be retained by NNN and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Kevin B. Habicht, Chief Financial Officer, certifies, to the best of his knowledge, that (1) this Annual Report of National Retail Properties, Inc. (“NNN”) on Form 10-K for the period ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition of NNN as of December 31, 2022 and 2021 and its results of operations for the years ended December 31, 2022, 2021 and 2020.

February 9, 2023		/s/ Kevin B. Habicht
Date	Name:	Kevin B. Habicht
	Title:	Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to NNN and will be retained by NNN and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

XML

Cover page - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Jan. 30, 2023	Jun. 30, 2022
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-11290
Entity Registrant Name	NATIONAL RETAIL PROPERTIES, INC
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	56-1431377
Entity Address, Address Line One	450 South Orange Avenue, Suite 900
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32801
City Area Code	407
Local Phone Number	265-7348
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	NNN
Security Exchange Name	NYSE
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 7,534,963,000
Entity Common Stock, Shares Outstanding		181,461,427
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 National Retail Properties, Inc.’s definitive Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to Regulation 14A.
Entity Central Index Key	0000751364
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false
Auditor Name	Ernst & Young LLP
Auditor Location	Orlando, Florida
Auditor Firm ID	42

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
ASSETS
Real estate portfolio, net of accumulated depreciation and amortization	$ 8,020,814,000	$ 7,449,846,000
Cash and cash equivalents	2,505,000	171,322,000
Restricted cash and cash held in escrow	4,273,000	0
Receivables, net of allowance of $708 and $782, respectively	3,612,000	3,154,000
Accrued rental income, net of allowance of $3,836 and $4,587, respectively	27,795,000	31,942,000
Debt costs, net of accumulated amortization of $21,663 and $19,377, respectively	5,352,000	7,443,000
Other assets	81,694,000	87,347,000
Total assets	8,146,045,000	7,751,054,000
Liabilities:
Line of credit payable	166,200,000	0
Mortgages payable, including unamortized premium and net of unamortized debt costs	9,964,000	10,697,000
Notes payable, net of unamortized discount and unamortized debt costs	3,739,890,000	3,735,769,000
Accrued interest payable	23,826,000	23,923,000
Other liabilities	82,663,000	79,002,000
Total liabilities	4,022,543,000	3,849,391,000
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common stock, $0.01 par value. Authorized 375,000,000 shares; 181,424,670 and 175,635,792 shares issued and outstanding, respectively	1,815,000	1,757,000
Capital in excess of par value	4,928,034,000	4,662,714,000
Accumulated deficit	(793,765,000)	(747,853,000)
Accumulated other comprehensive income (loss)	(12,582,000)	(14,956,000)
Total stockholders’ equity of NNN	4,123,502,000	3,901,662,000
Noncontrolling interests	0	1,000
Total equity	4,123,502,000	3,901,663,000
Total liabilities and equity	$ 8,146,045,000	$ 7,751,054,000

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2022	Dec. 31, 2021
Allowance on receivables	$ 708	$ 782
Accrued rental income allowance	3,836	4,587
Debt costs accumulated amortization	$ 21,663	$ 19,377
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	375,000,000	375,000,000
Common stock, shares issued (in shares)	181,424,670	175,635,792
Common stock, shares outstanding (in shares)	181,424,670	175,635,792

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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Revenues:
Rental income	$ 771,618,000	$ 723,859,000	$ 658,793,000
Interest and other income from real estate transactions	1,435,000	2,548,000	1,888,000
Total revenues	773,053,000	726,407,000	660,681,000
Operating expenses:
General and administrative	41,695,000	44,640,000	38,161,000
Real estate	26,281,000	28,385,000	28,362,000
Depreciation and amortization	223,834,000	205,220,000	196,623,000
Leasing transaction costs	320,000	203,000	76,000
Impairment losses - real estate, net of recoveries	8,309,000	21,957,000	37,442,000
Executive retirement costs	7,520,000	0	1,766,000
Total operating expenses	307,959,000	300,405,000	302,430,000
Gain on disposition of real estate	17,443,000	23,094,000	16,238,000
Earnings from operations	482,537,000	449,096,000	374,489,000
Other expenses (revenues):
Interest and other income	(149,000)	(216,000)	(417,000)
Interest expense	148,065,000	137,874,000	129,431,000
Loss on early extinguishment of debt	0	21,328,000	16,679,000
Total other expenses (revenues)	147,916,000	158,986,000	145,693,000
Net earnings	334,621,000	290,110,000	228,796,000
Loss (earnings) attributable to noncontrolling interests	5,000	3,000	3,000
Net earnings attributable to NNN	334,626,000	290,113,000	228,799,000
Preferred stock dividends	0	(14,999,000)	(17,940,000)
Excess of redemption value over carrying value of preferred shares redeemed	0	(10,897,000)	0
Net earnings attributable to common stockholders	$ 334,626,000	$ 264,217,000	$ 210,859,000
Net earnings per share of common stock:
Basic (in dollars per share)	$ 1.89	$ 1.51	$ 1.22
Diluted (in dollars per share)	$ 1.89	$ 1.51	$ 1.22
Weighted average number of common shares outstanding:
Basic (in shares)	176,403,656	174,710,921	172,109,713
Diluted (in shares)	177,067,865	174,818,899	172,217,077
Other comprehensive income:
Net earnings attributable to NNN	$ 334,626,000	$ 290,113,000	$ 228,799,000
Amortization of interest rate hedges	2,374,000	3,073,000	2,300,000
Fair value of forward starting swaps	0	(1,584,000)	(7,617,000)
Comprehensive income attributable to NNN	337,000,000	291,602,000	223,482,000
Comprehensive income attributable to non-controlling interests	(5,000)	(3,000)	(3,000)
Total comprehensive income	336,995,000	291,599,000	223,479,000
Series F Preferred Stock
Other expenses (revenues):
Preferred stock dividends	$ 0	$ (14,999,000)	$ (17,940,000)

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Total	Series F Preferred Stock	Total Stockholders' Equity of NNN	Total Stockholders' Equity of NNN Series F Preferred Stock	Preferred Stock Series F Preferred Stock	Common Stock	Capital in Excess of Par Value	Capital in Excess of Par Value Series F Preferred Stock	Accumulated Deficit	Accumulated Deficit Series F Preferred Stock	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests
Beginning balance at Dec. 31, 2019	$ 4,331,682		$ 4,331,675		$ 345,000	$ 1,718	$ 4,495,314		$ (499,229)		$ (11,128)	$ 7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	228,796		228,799						228,799			(3)
Dividends declared and paid:
Preferred stock dividends declared and paid		$ (17,940)		$ (17,940)						$ (17,940)
Common stock dividends declared and paid	(351,544)		(351,544)			1	4,864		(356,409)
Issuance of common stock:
Director compensation	1,132		1,132				1,132
Stock purchase plan	308		308				308
ATM equity program	121,315		121,315			31	121,284
Restricted shares - net of forfeitures and repurchases						3	(3)
Stock issuance costs	(2,212)		(2,212)				(2,212)
Amortization of deferred compensation	13,084		13,084				13,084
Amortization of interest rate hedges	2,300		2,300								2,300
Fair value of forward starting swaps	(7,617)		(7,617)								(7,617)
Ending balance at Dec. 31, 2020	4,319,304		4,319,300		345,000	1,753	4,633,771		(644,779)		(16,445)	4
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	290,110		290,113						290,113			(3)
Dividends declared and paid:
Preferred stock dividends declared and paid		(14,999)		(14,999)						(14,999)
Common stock dividends declared and paid	(364,792)		(364,792)				2,499		(367,291)
Redemption of depositary shares		$ (345,000)		$ (345,000)	(345,000)			$ 10,897		$ (10,897)
Issuance of common stock:
Director compensation	1,145		1,145				1,145
Stock purchase plan	320		320				320
ATM equity program	1,234		1,234			1	1,233
Restricted shares - net of forfeitures and repurchases						3	(3)
Stock issuance costs	(299)		(299)				(299)
Amortization of deferred compensation	13,151		13,151				13,151
Amortization of interest rate hedges	3,073		3,073								3,073
Fair value of forward starting swaps	(1,584)		(1,584)								(1,584)
Ending balance at Dec. 31, 2021	3,901,663		3,901,662		$ 0	1,757	4,662,714		(747,853)		(14,956)	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	334,621		334,626						334,626			(5)
Dividends declared and paid:
Common stock dividends declared and paid	(377,773)		(377,773)				2,765		(380,538)
Issuance of common stock:
Director compensation	1,244		1,244				1,244		0
Stock purchase plan	317		317				317		0
ATM equity program	250,890		250,890			55	250,835		0
Restricted shares - net of forfeitures and repurchases						3	(3)
Stock issuance costs	(3,761)		(3,761)				(3,761)		0
Amortization of deferred compensation	14,205		14,205				14,205		0
Amortization of interest rate hedges	2,374		2,374								2,374
Fair value of forward starting swaps	0
Other			(282)				(282)					282
Distributions to noncontrolling interests	(278)											(278)
Ending balance at Dec. 31, 2022	$ 4,123,502		$ 4,123,502			$ 1,815	$ 4,928,034		$ (793,765)		$ (12,582)	$ 0

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CONSOLIDATED STATEMENTS OF EQUITY (Parenthetical) - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Common stock dividends declared and paid (in dollars per share)	$ 2.1600	$ 2.1000	$ 2.0700
Issuance of common stock - Director compensation (in shares)	33,013,000	30,539,000	35,351,000
Issuance of common stock - Stock purchase plan (in shares)	7,235,000	7,062,000	8,079,000
Issuance of common stock - ATM equity program (in shares)	5,473,072,000	30,000,000	3,119,153,000
Issuance of common stock - restricted shares, net (in shares)	232,551,000	287,207,000	263,406,000
Series F Preferred Stock
Preferred stock dividends declared and paid (in dollars per share)		$ 1.086944	$ 1.3000
Redemption of depositary shares (in shares)		13,800,000,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash flows from operating activities:
Net earnings		$ 334,621	$ 290,110	$ 228,796
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		223,834	205,220	196,623
Impairment losses – real estate, net of recoveries		8,309	21,957	37,442
Loss on early extinguishment of debt		0	21,328	16,679
Amortization of notes payable discount		1,691	2,130	3,036
Amortization of debt costs		4,734	5,186	5,009
Amortization of mortgages payable premium		(87)	(85)	(85)
Amortization of interest rate hedges		2,374	3,073	2,300
Settlement of forward starting swaps		0	(1,584)	(13,141)
Gain on disposition of real estate		(17,443)	(23,094)	(16,238)
Performance incentive plan expense		17,330	14,491	14,479
Performance incentive plan payment		(103)	(721)	(846)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed:
Decrease (increase) in receivables		358	1,184	(1,464)
Decrease (increase) in accrued rental income		3,559	21,137	(26,027)
Decrease in other assets		424	1,589	488
Increase (decrease) in accrued interest payable		(97)	4,522	1,151
Increase (decrease) in other liabilities		(1,217)	2,279	1,986
Other		68	(297)	6
Net cash provided by operating activities		578,355	568,425	450,194
Cash flows from investing activities:
Proceeds from the disposition of real estate		66,962	123,052	53,254
Additions to real estate		(842,872)	(553,322)	(195,944)
Principal payments received on mortgages and notes receivable		521	486	374
Other		(2,242)	(2,393)	(500)
Net cash used in investing activities		(777,631)	(432,177)	(142,816)
Cash flows from financing activities:
Proceeds from line of credit payable		688,000	0	311,000
Repayment of line of credit payable		(521,800)	0	(444,600)
Repayment of mortgages payable		(664)	(630)	(596)
Proceeds from notes payable		0	881,172	692,646
Repayment of notes payable		0	(350,000)	(325,000)
Payment for early extinguishment of debt		0	(21,328)	(16,679)
Payment of debt issuance costs		(199)	(17,814)	(7,941)
Proceeds from issuance of common stock		253,972	4,053	126,488
Stock issuance costs		(3,761)	(325)	(2,223)
Redemption of Series F preferred stock		0	(345,000)	0
Payment of Series F preferred stock dividends		0	(14,999)	(17,940)
Payment of common stock dividends		(380,538)	(367,291)	(356,409)
Noncontrolling interest distributions		(278)	0	0
Net cash provided by (used in) financing activities		34,732	(232,162)	(41,254)
Net increase (decrease) in cash, cash equivalents and restricted cash		(164,544)	(95,914)	266,124
Cash, cash equivalents and restricted cash at beginning of year	[1]	171,322	267,236	1,112
Cash, cash equivalents and restricted cash at end of year	[1]	6,778	171,322	267,236
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized		140,331	123,376	119,408
Supplemental disclosure of noncash investing and financing activities:
Change in other comprehensive income		2,374	1,489	(5,317)
Work in progress accrual balance at the end of the period		12,163	7,695	5,602
Mortgage receivable issued in connection with a real estate disposition		$ 0	$ 0	$ 3,000

[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, 2022, NNN had restricted cash of $4,273,000. NNN did not have restricted cash, including cash held in escrow as of December 31, 2021 and 2020.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Statement of Cash Flows [Abstract]
Restricted cash and cash held in escrow	$ 4,273,000	$ 0	$ 0

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Organization and Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Summary of Significant Accounting Policies

Note 1 – Organization and Summary of Significant Accounting Policies:

Organization and Nature of Business – National Retail Properties, Inc., a Maryland corporation, is a fully integrated real estate investment trust ("REIT") formed in 1984. The term "NNN" or the "Company" refers to National Retail Properties, Inc. and all of its consolidated subsidiaries. NNN may elect to treat certain 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, 2022
Property Portfolio:
Total Properties		3,411
Gross leasable area (square feet)		35,010,000
States		48
Weighted average remaining lease term (years)		10.4

NNN's operations are reported within one operating 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.

COVID-19 Pandemic – During the years ended December 31, 2021 and 2020, NNN and its tenants were impacted by the novel strain of coronavirus and its variants ("COVID-19") pandemic which resulted in the loss of revenue for certain tenants and challenged their ability to pay rent. As a result, NNN entered into rent deferral lease amendments with certain tenants (see "Note 2 – Real Estate").

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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidance included in 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.

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 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, 2022, 2021 and 2020, NNN recorded $881,000, $328,000 and $1,388,000, respectively, in capitalized interest during development.

Purchase Accounting for Acquisition of Real Estate – In accordance with the FASB 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 $784,165,000 and $531,726,000 of real estate acquisitions during the year ended December 31, 2022 and 2021, respectively. Additionally, NNN invested $63,582,000 and $23,689,000 of work in progress and improvements during the year ended December 31, 2022 and 2021, respectively.

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

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

In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to COVID-19 related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. NNN elected to make this policy election for COVID-19 lease concessions, provided in the rent deferral lease amendments effective during the years ended December 31, 2021 and 2020.

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. 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.

As a result of the review of lease payments collectability, NNN recorded a write-off of $21,792,000 of outstanding receivables and related accrued rent during the year ended December 31, 2020, and reclassified certain tenants as cash basis for accounting purposes. During the years ended December 31, 2022 and 2021, no additional 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:

	2022			2021			2020
Number of tenants		8			11			13
Cash basis tenants as a percent of:
Total Properties		5.0	%		5.5	%		6.4	%
Total annual base rent(1)		7.0	%		7.0	%		7.4	%
Total gross leasable area		6.6	%		7.3	%		8.0	%

(1) Based on annualized base rent for all leases in place for each respective period.

During the years ended December 31, 2022, 2021 and 2020, NNN recognized $62,454,000, $52,129,000 and $4,722,000, respectively, of rental income from certain tenants for periods following their classification to cash basis for accounting purposes.

During the year ended December 31, 2022, three tenants were reclassified to accrual basis for accounting purposes due to their improved qualitative and/or quantitative credit factors. The impact of the reclassification was immaterial.

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

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

NNN is a lessee for three ground lease arrangements and for its headquarters office lease. NNN recognized a ROU asset (recorded in other assets on the Consolidated Balance Sheets) and an operating lease liability (recorded in other liabilities on the Consolidated Balance Sheets) for the present value of the minimum lease payments. ROU assets represent NNN’s right to use an underlying asset for the lease term and lease liabilities represent NNN’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. 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 options.

NNN estimates an incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of the lease payments. NNN gives consideration to the Company's debt issuances, as well as, publicly available data for secured instruments with similar characteristics when calculating its incremental borrowing rates. On an annual basis, NNN will evaluate its lessee portfolio and determine if its incremental borrowing rate should be reassessed.

NNN's lease agreements do not contain any residual value guarantees.

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 ASC 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, 2022 and 2021, NNN had recorded real estate held for sale of $786,000 (two properties) and $5,557,000 (two properties), respectively, in real estate portfolio on the Consolidated Balance Sheets. The two properties classified as held for sale as of December 31, 2021 were sold during the year ended December 31, 2022.

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. Gains from the disposition of real estate are generally recognized using the full accrual method in accordance with FASB, ASC 610-20, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets" ("ASC 610-20"), provided that various criteria relating to the terms of the sale and any subsequent involvement by NNN with the real estate sold are met.

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 – Effective January 1, 2020, NNN adopted FASB ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” (“ASC 326”). The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

ASU 326 requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings. The new 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 $1,530,000 and $2,023,000 included in other assets on the Consolidated Balance Sheets as of December 31, 2022 and 2021, respectively, net of $98,000 and $129,000 allowance for credit loss, respectively. NNN measures the allowance for credit loss based on the fair value of the collateral and the historical collectability trend analysis over 15 years.

Adoption of ASC 326 did not materially impact NNN’s financial position or results of operations and had no impact on cash flows.

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 include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. As of December 31, 2022 NNN held $4,273,000 in escrow and other restricted accounts. NNN had no restricted cash or cash held in escrow as of December 31, 2021.

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

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

Debt Costs – Mortgages Payable – Debt costs incurred in connection with NNN’s mortgages have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. These costs of $147,000 at December 31, 2022 and 2021, are included in mortgages payable on the Consolidated Balance Sheets net of accumulated amortization of $142,000 and $125,000, respectively.

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. These costs of $38,145,000 at December 31, 2022 and 2021, respectively are included in notes payable on the Consolidated Balance Sheets net of accumulated amortization of $11,693,000 and $9,262,000, respectively.

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.

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

Earnings Per Share – Earnings per share have been computed pursuant to the FASB guidance included in 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 number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method for the years ended December 31 (dollars in thousands):

	2022			2021			2020
Basic and Diluted Earnings:
Net earnings attributable to NNN	$	334,626		$	290,113		$	228,799
Less: Series F preferred stock dividends		—			(14,999	)		(17,940	)
Less: Excess of redemption value over carrying value       of preferred shares redeemed		—			(10,897	)		—
Net earnings available to common stockholders		334,626			264,217			210,859
Less: Earnings allocated to unvested restricted shares		(514	)		(689	)		(698	)
Net earnings used in basic and diluted earnings per share	$	334,112		$	263,528		$	210,161
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding		177,332,094			175,554,961			172,994,337
Less: Unvested restricted shares		(237,918	)		(328,070	)		(337,078	)
Less: Unvested contingent restricted shares		(690,520	)		(515,970	)		(547,546	)
Weighted average number of shares outstanding used in basic       earnings per share		176,403,656			174,710,921			172,109,713
Other dilutive securities		664,209			107,978			107,364
Weighted average number of shares outstanding used in diluted       earnings per share		177,067,865			174,818,899			172,217,077

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 income it distributes to stockholders, providing it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2022, 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 $3,899,000 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. There was no change to the valuation allowance. NNN currently has no TRS entities.

Income taxes are accounted for under the asset and liability method as required by ASC 740, "Income Taxes." 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 2019 through 2022. 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 the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

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

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

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

Accumulated Other Comprehensive Income (Loss) – The following table outlines the changes in accumulated other comprehensive income (loss) for the years ended December 31, 2022 and 2021 (dollars in thousands):

	Gain or Loss on Cash Flow Hedges(1)
Beginning balance, December 31, 2020	$	(16,445	)
Other comprehensive income (loss)		(1,584	)
Reclassifications from accumulated other comprehensive income to net earnings		3,073		(2)
Net current period other comprehensive income (loss)		1,489
Ending balance, December 31, 2021		(14,956	)
Reclassifications from accumulated other comprehensive income to net earnings		2,374		(2)
Net current period other comprehensive income (loss)		2,374
Ending balance, December 31, 2022	$	(12,582	)

(1)Additional disclosure is included in Note 9 – Derivatives.

(2)Reclassifications out of other comprehensive income (loss) are 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 – ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”) contains practical expedients for reference rate reform-related activities, including the transition away from the London Interbank Offered Rate ("LIBOR"), that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In 2021, NNN elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. NNN continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

NNN had no derivative financial instruments outstanding as of December 31, 2022.

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 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, 2022, ASU 2022-06 had no impact on NNN's financial position or results of operations.

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 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. Actual results could differ from those estimates.

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Real Estate

12 Months Ended

Dec. 31, 2022

Real Estate [Abstract]

Real Estate

Note 2 – Real Estate:

Real Estate – Portfolio

Leases – At December 31, 2022, NNN's real estate portfolio has a weighted average remaining lease term of 10.4 years and consisted of 3,430 leases classified as operating leases and an additional five leases accounted for as direct financing leases.

The following is a summary of the general structure of the leases in the Property Portfolio, although the specific terms of each lease can vary significantly. Generally, the Property leases provide for initial terms of 10 to 20 years. The Properties are generally leased under net leases, pursuant to which the tenant typically bears responsibility for substantially all property costs and expenses associated with ongoing maintenance, repair, replacement and operation of the property, including utilities, property taxes and property and liability insurance. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of the Property. NNN's leases provide for annual base rental payments (generally payable in monthly installments), and generally provide for limited increases in rent as a result of (i) increases in the Consumer Price Index, (ii) fixed increases, or, to a lesser extent, (iii) increases in the tenant’s sales volume.

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.

Real Estate Portfolio – NNN's real estate consisted of the following at December 31 (dollars in thousands):

	2022			2021
Land and improvements (1)	$	2,669,498		$	2,527,483
Buildings and improvements		6,985,394			6,375,583
Leasehold interests		355			355
		9,655,247			8,903,421
Less accumulated depreciation and amortization		(1,660,308	)		(1,470,062	)
		7,994,939			7,433,359
Work in progress and improvements		21,737			7,277
Accounted for using the operating method		8,016,676			7,440,636
Accounted for using the direct financing method		3,352			3,653
Classified as held for sale		786			5,557
	$	8,020,814		$	7,449,846

(1)Includes $22,356 and $8,979 in land for Properties under construction as of December 31, 2022 and 2021, respectively.

NNN recognized the following revenues in rental income for the years ended December 31 (dollars in thousands):

	2022		2021		2020
Rental income from operating leases	$	751,680	$	703,865	$	639,265
Earned income from direct financing leases		595		623		647
Percentage rent		1,541		706		842
Real estate expense reimbursement from tenants		17,802		18,665		18,039
	$	771,618	$	723,859	$	658,793

Some leases provide for a free rent period or scheduled rent increases throughout the lease term. Such amounts are recognized on a straight-line basis over the terms of the leases.

During 2021 and 2020, NNN entered into rent deferral lease amendments with certain tenants, for an aggregate $4,758,000 and $52,019,000 of rent originally due for the years ended December 31, 2021 and 2020, respectively. The rent deferral lease amendments require the deferred rents to be repaid at a later time during the lease term. An aggregate of approximately 87 percent of deferred rent has been repaid, with $14,526,000, $31,776,000 and $3,259,000 of deferred rent repaid during the years ended December 31, 2022, 2021, and 2020, respectively. The remaining deferred rents are substantially due periodically by December 31, 2023.

For the years ended December 31, 2022, 2021 and 2020, NNN recognized ($3,559,000), ($21,137,000) and $26,027,000, respectively, of net-straight-line accrued rental income, net of reserves. Included in accrued rental income are the net impacts of the rent deferred and corresponding scheduled repayments from the lease amendments NNN entered into as a result of the COVID-19 pandemic. During the years ended December 31, 2022, 2021 and 2020, NNN recorded ($5,391,000), ($24,945,000) and $30,473,000, respectively, of net accrued rental income related to such amendments.

Additionally, as a result of reclassifying certain tenants as cash basis for accounting purposes during the year ended December 31, 2020, NNN wrote-off approximately $16,367,000 of accrued rental income for the year ended December 31, 2020.

The following is a schedule of undiscounted cash flows to be received on noncancellable operating leases as of December 31, 2022 (dollars in thousands):

2023	$	710,244
2024		693,766
2025		667,220
2026		624,196
2027		577,884
Thereafter		4,121,325
	$	7,394,635

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):

	2022			2021
Intangible lease assets (included in other assets):
Above-market in-place leases	$	15,356		$	15,335
Less: accumulated amortization		(11,477	)		(10,821	)
Above-market in-place leases, net	$	3,879		$	4,514
In-place leases	$	124,198		$	122,069
Less: accumulated amortization		(79,675	)		(73,345	)
In-place leases, net	$	44,523		$	48,724
Intangible lease liabilities (included in other liabilities):
Below-market in-place leases	$	41,371		$	41,705
Less: accumulated amortization		(28,121	)		(27,447	)
Below-market in-place leases, net	$	13,250		$	14,258

The amounts amortized as a net increase to rental income for capitalized above-market and below-market leases for the years ended December 31, 2022, 2021 and 2020 were $510,000, $710,000 and $887,000, respectively. The value of in-place leases amortized to expense for the years ended December 31, 2022, 2021 and 2020 was $7,132,000, $7,687,000 and $8,304,000, respectively.

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, 2022 (dollars in thousands):

	Above-Market and Below- Market In-Place Lease Intangibles(1)		In-Place Lease Intangibles(2)
2023	$	460	$	6,834
2024		457		6,146
2025		443		5,427
2026		452		4,840
2027		470		4,023
Thereafter		7,089		17,253
	$	9,371	$	44,523
Weighted average amortization period (years)		17.2		9.1

(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):

	2022				2021				2020
	# of Sold Properties		Gain		# of Sold Properties		Gain		# of Sold Properties		Gain
Gain on disposition of real estate		33	$	17,443		74	$	23,094		38	$	16,238

Real Estate – Commitments

As of December 31, 2022, NNN has committed to fund construction of 19 Properties. The improvements of such Properties are estimated to be completed within 12 months. These construction commitments, at December 31, 2022, are outlined in the table below (dollars in thousands):

Total commitment(1)	$	117,640
Less amount funded		(44,093	)
Remaining commitment	$	73,547

(1)Includes land, construction costs, tenant improvements, lease costs and capitalized interest.

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):

	2022		2021		2020
Total real estate impairments, net of recoveries	$	8,309	$	21,957	$	37,442
Number of Properties:
Vacant		9		30		14
Occupied		7		12		17

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.

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Line of Credit Payable

12 Months Ended

Dec. 31, 2022

Line of Credit Facility [Abstract]

Line of Credit Payable

Note 3 – Line of Credit Payable:

In June 2021, NNN amended and restated its credit agreement to increase the borrowing capacity under its unsecured revolving credit facility from $900,000,000 to $1,100,000,000 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"). In December 2022, NNN entered into an amendment to the Credit Facility, to change the base interest rate from LIBOR to 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 had a weighted average outstanding balance of $39,220,000 and a weighted average interest rate of 4.13% during the year ended December 31, 2022. The Credit Facility matures in June 2025, unless the Company exercises its options to extend maturity to June 2026. The Credit Facility also includes an accordion feature which permits NNN to increase the facility size up to $2,000,000,000, subject to lender approval. In connection with the Credit Facility, loan costs are classified as debt costs on the Consolidated Balance Sheet. As of December 31, 2022, there was $166,200,000 outstanding and $933,800,000 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, 2022, NNN was in compliance with those covenants.

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Mortgages Payable

12 Months Ended

Dec. 31, 2022

Notes Payable, Noncurrent [Abstract]

Mortgages Payable

Note 4 – Mortgages Payable:

The following table outlines the mortgages payable included in NNN’s consolidated financial statements (dollars in thousands):

	Initial		Interest			Maturity	Carrying Value of Encumbered		Outstanding Principal Balance at December 31,
Entered	Balance		Rate			Date(2)	Asset(s)(3)		2022			2021
November 2014(1)	$	15,151		5.23	%	July 2023	$	18,485	$	9,969		$	10,719
Debt costs										(147	)		(147	)
Accumulated amortization										142			125
Debt costs, net of accumulated amortization										(5	)		(22	)
Mortgages payable, including unamortized premium and net of       unamortized debt costs									$	9,964		$	10,697

(1)Date entered represents the date that NNN acquired real estate subject to a mortgage securing a loan. Initial balance and outstanding principal balance includes unamortized premium.

(2)Monthly payments include interest and principal; the balance is due at maturity.

(3)The loan is secured by a first mortgage lien on five of the Properties.

As of December 31, 2022, there was $9,969,000 of remaining principal payments due in 2023.

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Notes Payable

12 Months Ended

Dec. 31, 2022

Notes Payable [Abstract]

Notes Payable

Note 5 – Notes Payable:

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
2024(3)	May 2014	$	350,000	$	707	$	349,293	3.900%	3.924%	June 2024(4)
2025(3)	October 2015		400,000		964		399,036	4.000%	4.029%	November 2025(4)
2026(3)	December 2016		350,000		3,860		346,140	3.600%	3.733%	December 2026(4)
2027(3)	September 2017		400,000		1,628		398,372	3.500%	3.548%	October 2027(4)
2028(3)	September 2018		400,000		2,848		397,152	4.300%	4.388%	October 2028
2030(3)	March 2020		400,000		1,288		398,712	2.500%	2.536%	April 2030
2048	September 2018		300,000		4,239		295,761	4.800%	4.890%	October 2048
2050	March 2020		300,000		6,066		293,934	3.100%	3.205%	April 2050
2051	March 2021		450,000		8,406		441,594	3.500%	3.602%	April 2051
2052(3)	September 2021		450,000		10,422		439,578	3.000%	3.118%	April 2052

(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. Additional disclosure is included in Note 9 – Derivatives.

(4)The aggregate principal balance of the unsecured note maturities for the next five years is $1,500,000.

Each series of the notes represents senior, unsecured obligations of NNN and is subordinated to all secured debt of NNN. Each of the notes is redeemable at the option of NNN, in whole or in part, at a redemption price equal to the sum of (i) the principal amount of the notes being redeemed plus all accrued and unpaid interest thereon through the redemption date and (ii) the make-whole amount, if any, as defined in the applicable supplemental indenture relating to the notes.

In connection with the outstanding debt offerings, NNN incurred debt issuance costs totaling $38,145,000 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 March 2021, NNN redeemed the $350,000,000 3.300% notes payable that were due in April 2023. The notes were redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount of $21,328,000, and (ii) all 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, 2022, NNN was in compliance with those covenants.

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Preferred Stock

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Preferred Stock

Note 6 – Preferred Stock:

In October 2021, NNN redeemed all outstanding depositary shares (13,800,000) representing interests in its 5.200% Cumulative Redeemable Series F Preferred Stock ("Series F Preferred Stock"). The Series F Preferred Stock was redeemed at $25.00 per depositary share ($345,000,000), plus all accrued and unpaid dividends through, but not including, the redemption date, for an aggregate redemption price of $25.111944 per depositary share. The excess carrying amount of the Series F Preferred Stock redeemed over the cash paid to redeem the Series F Preferred Stock was $10,897,000, representing issuance costs which is reflected as a reduction to earnings attributable to common stockholders.

The following presents the dividends declared and paid to stockholders for NNN's Series F Preferred Stock for the years ended December 31 (dollars in thousands, except per share data):

	2021		2020
Dividends	$	14,999	$	17,940
Per share		1.086944		1.3000

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Common Stock

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Common Stock

Note 7 – Common Stock:

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

At-The-Market Offerings. Under NNN's shelf registration statement, NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time. The following table outlines NNN's active ATM programs for the three years ended December 31, 2022:

	2020 ATM		2018 ATM
Established date	August 2020		February 2018
Termination date	August 2023		August 2020
Total allowable shares		17,500,000		12,000,000
Total shares issued as of December 31, 2022		7,072,376		11,272,034

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs for the years ended December 31 (dollars in thousands, except per share data):

	2022		2021		2020
Shares of common stock		5,473,072		30,000		3,119,153
Average price per share (net)	$	45.15	$	33.65	$	38.21
Net proceeds	$	247,129	$	1,009	$	119,185
Stock issuance costs(1)	$	3,761	$	224	$	2,130

(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 2021, NNN filed a shelf registration statement with the Commission for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") which permits the issuance by NNN of up to 6,000,000 shares of common stock. The following outlines the common stock issuances pursuant to the DRIP for the year ended December 31 (dollars in thousands):

	2022		2021		2020
Shares of common stock		70,342		62,577		138,507
Net proceeds	$	3,082	$	2,744	$	5,092

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):

	2022		2021		2020
Dividends	$	380,538	$	367,291	$	356,409
Per share		2.1600		2.1000		2.0700

On January 13, 2023, NNN declared a dividend of $0.550 per share, payable February 15, 2023, to its common stockholders of record as of January 31, 2023.

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Employee Benefit Plan

12 Months Ended

Dec. 31, 2022

Retirement Benefits [Abstract]

Employee Benefit Plan

Note 8 – Employee Benefit Plan:

Effective January 1, 1998, NNN adopted a defined contribution retirement plan (the “Retirement Plan”) covering substantially all of the employees 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 $590,000, $576,000 and $546,000, for the years ended December 31, 2022, 2021 and 2020 respectively

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Derivatives

12 Months Ended

Dec. 31, 2022

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Note 9 – Derivatives:

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.

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 (loss) (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 Payable	Terminated	Description	Aggregate Notional Amount		Liability (Asset) Fair Value When Terminated			Fair Value Deferred In Other Comprehensive Income(1)
2024	May 2014	Three forward starting swaps	$	225,000	$	6,312		$	6,312
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 will be reclassified to interest expense as interest payments are made on the related notes payable.

As of December 31, 2022, $12,582,000 remains in other comprehensive income (loss) related to NNN’s previously terminated interest rate hedges. During the years ended December 31, 2022, 2021 and 2020, NNN reclassified $2,374,000, $3,073,000 and $2,300,000, respectively, out of other comprehensive income (loss) as an increase to interest expense. Over the next 12 months, NNN estimates that an additional $2,471,000 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, 2022.

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Performance Incentive Plan

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Performance Incentive Plan

Note 10 – Performance Incentive Plan:

In May 2017, NNN filed a registration statement on Form S-8 with the Commission which permits the issuance of up to 1,800,000 shares of common stock pursuant to NNN’s 2017 Performance Incentive Plan (the “2017 Plan”). The 2017 Plan allows NNN to award or grant to key employees, directors and persons performing consulting or advisory services for NNN or its affiliates, stock options, stock awards, stock appreciation rights, Phantom Stock Awards, Performance Awards and Leveraged Stock Purchase Awards, each as defined in the 2017 Plan.

There were no stock options outstanding or exercisable at December 31, 2022.

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, 2022:

	Number of Shares			Weighted Average Share Price
Non-vested restricted shares, January 1		978,455		$	49.54
Restricted shares granted		410,403			42.93
Restricted shares vested		(219,805	)		49.56
Restricted shares forfeited		(177,852	)		53.64
Non-vested restricted shares, December 31		991,201			46.06

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, 2022, NNN granted 289,434 performance-based 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 shares was determined using a Monte Carlo simulation model at the grant date (for a weighted average fair value share price of $29.76). The performance-based shares were granted to certain executive officers and had a weighted average grant price of $42.85 per share. Once the respective performance criteria are met and the actual number of shares earned is determined, the shares vest immediately. Compensation expense is recognized over the requisite service period.

The following summarizes other grants made during the year ended December 31, 2022, pursuant to the 2017 Plan.

	Number of Shares		Weighted Average   Share Price
Other share grants under the 2017 Plan:
Directors’ fees		12,903	$	44.46
Deferred directors’ fees		20,100		44.46
		33,003		44.46
Shares available under the 2017 Plan for grant, end of period		346,420

The total compensation expense for share-based payments for the years ended December 31, 2022, 2021 and 2020 totaled $15,449,000, $14,296,000 and $14,213,000, respectively. At December 31, 2022, NNN had $11,266,000 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 2.4 years.

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. At the date of announcement, and as a result of the retirement and transition agreement, the terms of the performance awards were modified to shorten the requisite service period to the April 2022 retirement date. In accordance with ASC 718, a valuation of the modified performance awards resulted in incremental executive retirement costs of $1,379,000 for the year ended December 31, 2022.

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Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 11 – Fair Value of Financial Instruments:

NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate. NNN believes that the carrying value of its mortgages payable at December 31, 2022 and 2021, approximate fair value based upon current market prices of comparable instruments (Level 3). At December 31, 2022 and 2021, the fair value of NNN’s notes payable excluding unamortized discount and debt costs, were $3,140,774,000 and $4,032,757,000, respectively, based upon quoted market prices as of the close of the period, which is a Level 1 valuation since NNN's notes payable are publicly traded.

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Segment Information

12 Months Ended

Dec. 31, 2022

Segment Reporting [Abstract]

Segment Information

Note 12 – Segment Information:

For the years ended December 31, 2022, 2021 and 2020, NNN’s operations are reported within one operating segment in the consolidated financial statements and all properties are part of the Properties or Property Portfolio.

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Major Tenants

12 Months Ended

Dec. 31, 2022

Risks and Uncertainties [Abstract]

Major Tenants

Note 13 – Major Tenants:

As of December 31, 2022, NNN had no tenants that accounted for ten percent or more of its rental income.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 – 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.

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Schedule III - Real Estate and Accumulated Depreciation and Amortization

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation Disclosure [Abstract]

Schedule III - Real Estate and Accumulated Depreciation and Amortization

NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

December 31, 2022

(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 (e)		Land		Building, Improvements & Leasehold Interests		Improvements		Carrying Costs		Land		Building, Improvements & Leasehold Interests		Total		Accumulated Depreciation & Amortization (b)		Year of Construction	Year Acquired	Life on Which Depreciation & Amortization in Latest Income Statement is Computed (Years)
Alabama	153	$	—	$	72,696	$	170,608	$	42,413	$	—	$	72,410	$	212,980	$	285,390	$	51,199	1948 - 2020	2001 - 2022	10 - 40
Alaska	5		—		1,943		3,694		140		—		1,943		3,834		5,777		1,832	1971 - 2003	1996 - 2014	20 - 40
Arizona	65		4,113		79,138		105,736		65,305		—		79,138		171,041		250,179		37,208	1974 - 2023	1998 - 2022	10 - 40
Arkansas	71		—		33,017		100,158		17,168		—		33,017		117,326		150,343		17,409	1969 - 2020	1998 - 2022	20 - 40
California	76		—		144,304		221,594		35,459		—		143,287		249,216		392,503		57,927	1945 - 2018	1997 - 2022	20 - 40
Colorado	37		2,280		58,333		85,152		27,646		—		58,333		112,798		171,131		28,183	1969 - 2017	1994 - 2022	20 - 40
Connecticut	11		—		9,068		32,950		601		—		9,068		33,551		42,619		10,146	1929 - 2003	2006 - 2022	20 - 30
Delaware	1		—		2,994		6,062		71		—		2,994		6,133		9,127		4,276	1994 - 1994	1994 - 1994	40 - 40
District of    Columbia	1		—		624		578		—		—		624		578		1,202		257	1983 - 1983	2005 - 2005	40 - 40
Florida	257		—		266,019		411,157		148,672		—		266,019		559,829		825,848		122,805	1959 - 2023	1985 - 2022	5 - 40
Georgia	167		—		128,738		263,312		61,545		—		128,738		324,856		453,594		76,993	1964 - 2023	1996 - 2022	10 - 40
Idaho	11		—		7,593		10,197		8,331		—		7,593		18,529		26,122		4,839	1979 - 2017	2006 - 2022	20 - 40
Illinois	164		—		129,931		308,504		50,346		—		129,931		358,528		488,459		92,284	1924 - 2023	1995 - 2022	15 - 40
Indiana	148		—		98,266		199,255		79,718		—		98,266		278,973		377,239		73,025	1965 - 2023	2001 - 2022	15 - 40
Iowa	28		—		22,629		37,962		21,097		—		22,629		59,058		81,687		16,849	1964 - 2023	2005 - 2022	10 - 40
Kansas	37		—		16,970		37,358		9,776		—		16,970		47,134		64,104		10,242	1946 - 2017	1997 - 2022	15 - 40
Kentucky	58		—		40,962		99,052		13,385		—		40,962		112,437		153,399		28,111	1974 - 2020	2005 - 2022	25 - 40
Louisiana	50		—		35,517		85,430		37,942		—		35,517		123,371		158,888		22,179	1970 - 2018	1996 - 2022	15 - 40
Maine	12		—		3,781		13,017		—		—		3,781		13,017		16,798		4,539	1915 - 2002	1996 - 2017	10 - 40
Maryland	50		—		62,149		126,171		3,006		—		62,149		129,177		191,326		38,605	1946 - 2017	1996 - 2019	20 - 40
Massachusetts	22		—		32,663		90,750		—		—		32,663		90,750		123,413		17,016	1960 - 2017	2006 - 2019	20 - 40

Michigan	93	—	57,792	206,713	55,069	—	57,792	261,171	318,963	35,482	1963 - 2022	1996 - 2022	20 - 40
Minnesota	28	—	20,906	38,395	2,552	—	20,906	40,947	61,853	12,917	1950 - 2017	2005 - 2022	10 - 40
Mississippi	63	—	29,242	100,754	12,422	—	29,242	113,176	142,418	11,466	1959 - 2017	2006 - 2022	15 - 40
Missouri	103	—	58,704	125,359	67,347	—	58,704	192,707	251,411	39,757	1920 - 2023	1992 - 2022	15 - 40
Montana	26	3,554	4,102	11,865	2,654	—	4,102	14,518	18,620	4,842	1937 - 2016	2010 - 2016	20 - 40
Nebraska	6	—	5,608	3,066	5,033	—	5,608	8,099	13,707	1,831	1979 - 2015	2005 - 2017	20 - 40
Nevada	15	—	9,160	27,181	1,205	—	9,160	28,385	37,545	4,587	1961 - 2014	2012 - 2022	25 - 40
New Hampshire	10	—	11,299	39,056	—	—	11,299	39,056	50,355	7,655	1980 - 2004	2011 - 2022	25 - 30
New Jersey	28	—	45,326	169,481	732	—	45,326	170,213	215,539	48,972	1965 - 2015	1996 - 2022	25 - 40
New Mexico	32	—	21,857	76,847	21,795	—	21,857	98,642	120,499	14,295	1955 - 2019	2001 - 2022	25 - 40
New York	41	—	29,467	58,384	27,785	—	29,467	82,826	112,293	16,447	1925 - 2020	1997 - 2022	20 - 40
North Carolina	163	—	125,961	257,979	33,757	—	125,961	291,736	417,697	75,699	1906 - 2021	2004 - 2022	5 - 40
North Dakota	4	—	411	1,606	—	—	411	1,606	2,017	855	1974 - 1999	1997 - 2011	25 - 40
Ohio	192	—	128,082	304,090	74,540	—	128,082	378,437	506,519	96,378	1910 - 2019	1992 - 2022	15 - 40
Oklahoma	87	—	42,870	106,252	26,775	—	42,870	133,027	175,897	26,778	1964 - 2018	1996 - 2021	15 - 40
Oregon	8	—	5,290	9,283	987	—	5,290	10,269	15,559	3,242	1973 - 2008	1998 - 2022	25 - 40
Pennsylvania	86	—	68,270	127,892	36,682	—	68,084	163,526	231,610	42,432	1953 - 2023	1997 - 2022	15 - 40
Puerto Rico	1	—	1,729	—	2,732	—	1,729	2,131	3,860	847	1998 - 1998	2007 - 2007	33 - 33

NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION (CONTINUED)

December 31, 2022

(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 (e)		Land		Building, Improvements & Leasehold Interests		Improvements		Carrying Costs		Land		Building, Improvements & Leasehold Interests		Total		Accumulated Depreciation & Amortization (b)		Year of Construction	Year Acquired	Life on Which Depreciation & Amortization in Latest Income Statement is Computed (Years)
Rhode Island	5		—		2,377		7,450		—		—		2,377		7,450		9,827		1,752	1989 - 2004	2016 - 2016	25 - 30
South Carolina	74		—		55,198		114,934		9,056		—		55,198		123,990		179,188		29,723	1921 - 2021	2005 - 2022	10 - 40
South Dakota	2		—		1,595		4,447		788		—		1,595		5,234		6,829		1,526	1985 - 2000	2012 - 2012	30 - 35
Tennessee	154		—		95,173		223,460		54,458		—		95,173		277,918		373,091		59,082	1958 - 2021	1996 - 2022	5 - 40
Texas	528		—		425,552		941,846		170,809		—		425,553		1,112,202		1,537,755		294,860	1890 - 2023	1993 - 2022	15 - 40
Utah	14		—		13,108		19,681		13,216		—		13,108		32,897		46,005		6,613	1951 - 2016	2006 - 2022	20 - 40
Virginia	119		—		98,396		184,327		42,544		—		97,286		225,913		323,199		62,168	1964 - 2022	1995 - 2022	5 - 40
Washington	27		—		22,568		34,547		15,894		—		22,568		50,441		73,009		15,872	1955 - 2017	1997 - 2019	20 - 40
West Virginia	23		—		13,784		24,797		1,385		—		13,784		26,182		39,966		6,478	1970 - 2013	2006 - 2022	25 - 40
Wisconsin	49		—		30,309		74,932		13,542		—		30,309		88,474		118,783		20,634	1940 - 2021	2006 - 2022	20 - 40
Wyoming	6		—		1,150		3,815		—		—		1,150		3,815		4,965		1,551	1949 - 2001	2010 - 2012	20 - 30
	3,411	$	9,947	$	2,672,621	$	5,707,136	$	1,316,380	$	—	$	2,670,023	$	7,008,104	$	9,678,127	$	1,660,665

NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES

NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION AND AMORTIZATION

December 31, 2022

(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:

	2022			2021			2020
Beginning balance, January 1	$	8,917,586		$	8,534,275		$	8,448,702
Acquisitions and dollars invested in projects under construction or tenant improvements		846,331			551,287			177,901
Dispositions		(77,481	)		(146,019	)		(54,886	)
Impairment losses		(8,309	)		(21,957	)		(37,442	)
Ending balance, December 31	$	9,678,127		$	8,917,586		$	8,534,275

(b) The following is a reconciliation of accumulated depreciation and amortization for the years ended December 31:

	2022			2021			2020
Beginning balance, January 1	$	1,471,393		$	1,319,943		$	1,151,667
Dispositions		(25,757	)		(44,509	)		(17,828	)
Depreciation and amortization expense		215,029			195,959			186,104
Ending balance, December 31	$	1,660,665		$	1,471,393		$	1,319,943

(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, 2022, the net investment in real estate accounted for under the direct financing method was $3,352.

(d) As of December 31, 2022, the aggregate cost of the properties owned by NNN for federal tax purposes was approximately $9,594,276 (unaudited).

(e) NNN's $15,151 long-term, fixed rate loan is secured by a first mortgage lien on five properties, located in three states. Mortgage payable, including unamortized premium and net of unamortized debt costs was $9,964 at December 31, 2022.

See accompanying report of independent registered public accounting firm.

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Schedule IV - Mortgage Loans on Real Estate

12 Months Ended

Dec. 31, 2022

SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract]

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

NATIONAL RETAIL PROPERTIES, INC. AND SUBSIDIARIES

SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

December 31, 2022

(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	$	1,521		$	—
						$	3,000	$	1,521	(a)	$	—

(a)The following shows the changes in the carrying amounts of mortgage loans during the years ended December 31:

	2022			2021			2020
Beginning balance, January 1	$	2,011		$	2,468		$	—
New mortgage loans(d)		—			—			3,000
Deductions during the year:
Collections of principal		(521	)		(486	)		(374	)
Other: credit (losses) recoveries(e)		31			29			(158	)
Foreclosures		—			—			—
Ending balance, December 31	$	1,521		$	2,011		$	2,468

(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, 2022, 2021 and 2020 were $1,530, $2,011 and $2,468, 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 ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” NNN recorded an allowance for an estimated expected lifetime credit loss on its mortgage receivables based on the fair value of the collateral and the historical collectability trend analysis over 15 years.

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Organization and Summary of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

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 Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") guidance included in 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.

Real Estate Portfolio

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 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, 2022, 2021 and 2020, NNN recorded $881,000, $328,000 and $1,388,000, respectively, in capitalized interest during development.

Purchase Accounting for Acquisition of Real Estate – In accordance with the FASB 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 $784,165,000 and $531,726,000 of real estate acquisitions during the year ended December 31, 2022 and 2021, respectively. Additionally, NNN invested $63,582,000 and $23,689,000 of work in progress and improvements during the year ended December 31, 2022 and 2021, respectively.

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 ASC 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, 2022 and 2021, NNN had recorded real estate held for sale of $786,000 (two properties) and $5,557,000 (two properties), respectively, in real estate portfolio on the Consolidated Balance Sheets. The two properties classified as held for sale as of December 31, 2021 were sold during the year ended December 31, 2022.

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. Gains from the disposition of real estate are generally recognized using the full accrual method in accordance with FASB, ASC 610-20, "Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets" ("ASC 610-20"), provided that various criteria relating to the terms of the sale and any subsequent involvement by NNN with the real estate sold are met.

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.

Lease Accounting

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

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

In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to COVID-19 related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. NNN elected to make this policy election for COVID-19 lease concessions, provided in the rent deferral lease amendments effective during the years ended December 31, 2021 and 2020.

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. 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.

As a result of the review of lease payments collectability, NNN recorded a write-off of $21,792,000 of outstanding receivables and related accrued rent during the year ended December 31, 2020, and reclassified certain tenants as cash basis for accounting purposes. During the years ended December 31, 2022 and 2021, no additional 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:

	2022			2021			2020
Number of tenants		8			11			13
Cash basis tenants as a percent of:
Total Properties		5.0	%		5.5	%		6.4	%
Total annual base rent(1)		7.0	%		7.0	%		7.4	%
Total gross leasable area		6.6	%		7.3	%		8.0	%

(1) Based on annualized base rent for all leases in place for each respective period.

During the years ended December 31, 2022, 2021 and 2020, NNN recognized $62,454,000, $52,129,000 and $4,722,000, respectively, of rental income from certain tenants for periods following their classification to cash basis for accounting purposes.

During the year ended December 31, 2022, three tenants were reclassified to accrual basis for accounting purposes due to their improved qualitative and/or quantitative credit factors. The impact of the reclassification was immaterial.

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

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

NNN is a lessee for three ground lease arrangements and for its headquarters office lease. NNN recognized a ROU asset (recorded in other assets on the Consolidated Balance Sheets) and an operating lease liability (recorded in other liabilities on the Consolidated Balance Sheets) for the present value of the minimum lease payments. ROU assets represent NNN’s right to use an underlying asset for the lease term and lease liabilities represent NNN’s obligation to make lease payments arising from the lease. ROU assets and operating lease liabilities are recognized at the lease commencement date based on the estimated present value of the lease payments over the lease term. 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 options.

NNN estimates an incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of the lease payments. NNN gives consideration to the Company's debt issuances, as well as, publicly available data for secured instruments with similar characteristics when calculating its incremental borrowing rates. On an annual basis, NNN will evaluate its lessee portfolio and determine if its incremental borrowing rate should be reassessed.

NNN's lease agreements do not contain any residual value guarantees.

Credit Losses on Financial Instruments

Credit Losses on Financial Instruments – Effective January 1, 2020, NNN adopted FASB ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” (“ASC 326”). The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

ASU 326 requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings. The new 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 $1,530,000 and $2,023,000 included in other assets on the Consolidated Balance Sheets as of December 31, 2022 and 2021, respectively, net of $98,000 and $129,000 allowance for credit loss, respectively. NNN measures the allowance for credit loss based on the fair value of the collateral and the historical collectability trend analysis over 15 years.

Adoption of ASC 326 did not materially impact NNN’s financial position or results of operations and had no impact on cash flows.

Cash and Cash Equivalents

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 – Restricted cash and cash held in escrow include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. As of December 31, 2022 NNN held $4,273,000 in escrow and other restricted accounts. NNN had no restricted cash or cash held in escrow as of December 31, 2021.

Valuation of Trade Receivables

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

Debt Costs

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

Debt Costs – Mortgages Payable – Debt costs incurred in connection with NNN’s mortgages have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. These costs of $147,000 at December 31, 2022 and 2021, are included in mortgages payable on the Consolidated Balance Sheets net of accumulated amortization of $142,000 and $125,000, respectively.

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. These costs of $38,145,000 at December 31, 2022 and 2021, respectively are included in notes payable on the Consolidated Balance Sheets net of accumulated amortization of $11,693,000 and $9,262,000, respectively.

Revenue Recognition

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.

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

Earnings Per Share

Earnings Per Share – Earnings per share have been computed pursuant to the FASB guidance included in 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 number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period. The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method for the years ended December 31 (dollars in thousands):

	2022			2021			2020
Basic and Diluted Earnings:
Net earnings attributable to NNN	$	334,626		$	290,113		$	228,799
Less: Series F preferred stock dividends		—			(14,999	)		(17,940	)
Less: Excess of redemption value over carrying value       of preferred shares redeemed		—			(10,897	)		—
Net earnings available to common stockholders		334,626			264,217			210,859
Less: Earnings allocated to unvested restricted shares		(514	)		(689	)		(698	)
Net earnings used in basic and diluted earnings per share	$	334,112		$	263,528		$	210,161
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding		177,332,094			175,554,961			172,994,337
Less: Unvested restricted shares		(237,918	)		(328,070	)		(337,078	)
Less: Unvested contingent restricted shares		(690,520	)		(515,970	)		(547,546	)
Weighted average number of shares outstanding used in basic       earnings per share		176,403,656			174,710,921			172,109,713
Other dilutive securities		664,209			107,978			107,364
Weighted average number of shares outstanding used in diluted       earnings per share		177,067,865			174,818,899			172,217,077

Income Taxes

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 income it distributes to stockholders, providing it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. For each of the years in the three-year period ended December 31, 2022, 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 $3,899,000 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. There was no change to the valuation allowance. NNN currently has no TRS entities.

Income taxes are accounted for under the asset and liability method as required by ASC 740, "Income Taxes." 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 2019 through 2022. NNN also files in many states and localities with varying open years under statute.

Fair Value Measurement

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

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

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

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

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss) – The following table outlines the changes in accumulated other comprehensive income (loss) for the years ended December 31, 2022 and 2021 (dollars in thousands):

	Gain or Loss on Cash Flow Hedges(1)
Beginning balance, December 31, 2020	$	(16,445	)
Other comprehensive income (loss)		(1,584	)
Reclassifications from accumulated other comprehensive income to net earnings		3,073		(2)
Net current period other comprehensive income (loss)		1,489
Ending balance, December 31, 2021		(14,956	)
Reclassifications from accumulated other comprehensive income to net earnings		2,374		(2)
Net current period other comprehensive income (loss)		2,374
Ending balance, December 31, 2022	$	(12,582	)

(1)Additional disclosure is included in Note 9 – Derivatives.

(2)Reclassifications out of other comprehensive income (loss) are 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

New Accounting Pronouncements – ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”) contains practical expedients for reference rate reform-related activities, including the transition away from the London Interbank Offered Rate ("LIBOR"), that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. In 2021, NNN elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. NNN continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

NNN had no derivative financial instruments outstanding as of December 31, 2022.

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 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, 2022, ASU 2022-06 had no impact on NNN's financial position or results of operations.

Use of Estimates

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 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. Actual results could differ from those estimates.

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Organization and Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of NNN's Investment Portfolio

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, 2022
Property Portfolio:
Total Properties		3,411
Gross leasable area (square feet)		35,010,000
States		48
Weighted average remaining lease term (years)		10.4

Summary of tenants classified as cash basis

The following table summarizes those tenants classified as cash basis for accounting purposes as of December 31:

	2022			2021			2020
Number of tenants		8			11			13
Cash basis tenants as a percent of:
Total Properties		5.0	%		5.5	%		6.4	%
Total annual base rent(1)		7.0	%		7.0	%		7.4	%
Total gross leasable area		6.6	%		7.3	%		8.0	%

(1) Based on annualized base rent for all leases in place for each respective period.

Computation of Basic and Diluted Earnings Per Share

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method for the years ended December 31 (dollars in thousands):

	2022			2021			2020
Basic and Diluted Earnings:
Net earnings attributable to NNN	$	334,626		$	290,113		$	228,799
Less: Series F preferred stock dividends		—			(14,999	)		(17,940	)
Less: Excess of redemption value over carrying value       of preferred shares redeemed		—			(10,897	)		—
Net earnings available to common stockholders		334,626			264,217			210,859
Less: Earnings allocated to unvested restricted shares		(514	)		(689	)		(698	)
Net earnings used in basic and diluted earnings per share	$	334,112		$	263,528		$	210,161
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding		177,332,094			175,554,961			172,994,337
Less: Unvested restricted shares		(237,918	)		(328,070	)		(337,078	)
Less: Unvested contingent restricted shares		(690,520	)		(515,970	)		(547,546	)
Weighted average number of shares outstanding used in basic       earnings per share		176,403,656			174,710,921			172,109,713
Other dilutive securities		664,209			107,978			107,364
Weighted average number of shares outstanding used in diluted       earnings per share		177,067,865			174,818,899			172,217,077

Changes in Accumulated Other Comprehensive Income (Loss)

The following table outlines the changes in accumulated other comprehensive income (loss) for the years ended December 31, 2022 and 2021 (dollars in thousands):

	Gain or Loss on Cash Flow Hedges(1)
Beginning balance, December 31, 2020	$	(16,445	)
Other comprehensive income (loss)		(1,584	)
Reclassifications from accumulated other comprehensive income to net earnings		3,073		(2)
Net current period other comprehensive income (loss)		1,489
Ending balance, December 31, 2021		(14,956	)
Reclassifications from accumulated other comprehensive income to net earnings		2,374		(2)
Net current period other comprehensive income (loss)		2,374
Ending balance, December 31, 2022	$	(12,582	)

(1)Additional disclosure is included in Note 9 – Derivatives.

(2)Reclassifications out of other comprehensive income (loss) are recorded in interest expense on the Consolidated
Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

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Real Estate (Tables)

12 Months Ended

Dec. 31, 2022

Real Estate [Abstract]

Summary of Real Estate Subject to Operating Leases

Real Estate Portfolio – NNN's real estate consisted of the following at December 31 (dollars in thousands):

	2022			2021
Land and improvements (1)	$	2,669,498		$	2,527,483
Buildings and improvements		6,985,394			6,375,583
Leasehold interests		355			355
		9,655,247			8,903,421
Less accumulated depreciation and amortization		(1,660,308	)		(1,470,062	)
		7,994,939			7,433,359
Work in progress and improvements		21,737			7,277
Accounted for using the operating method		8,016,676			7,440,636
Accounted for using the direct financing method		3,352			3,653
Classified as held for sale		786			5,557
	$	8,020,814		$	7,449,846

(1)Includes $22,356 and $8,979 in land for Properties under construction as of December 31, 2022 and 2021, respectively.

Rental Income, Operating Leases

NNN recognized the following revenues in rental income for the years ended December 31 (dollars in thousands):

	2022		2021		2020
Rental income from operating leases	$	751,680	$	703,865	$	639,265
Earned income from direct financing leases		595		623		647
Percentage rent		1,541		706		842
Real estate expense reimbursement from tenants		17,802		18,665		18,039
	$	771,618	$	723,859	$	658,793

Undiscounted Cash Flows to be Received on Noncancellable Operating Leases

The following is a schedule of undiscounted cash flows to be received on noncancellable operating leases as of December 31, 2022 (dollars in thousands):

2023	$	710,244
2024		693,766
2025		667,220
2026		624,196
2027		577,884
Thereafter		4,121,325
	$	7,394,635

Intangible Assets, Lease Liabilities, and Related Amortization

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):

	2022			2021
Intangible lease assets (included in other assets):
Above-market in-place leases	$	15,356		$	15,335
Less: accumulated amortization		(11,477	)		(10,821	)
Above-market in-place leases, net	$	3,879		$	4,514
In-place leases	$	124,198		$	122,069
Less: accumulated amortization		(79,675	)		(73,345	)
In-place leases, net	$	44,523		$	48,724
Intangible lease liabilities (included in other liabilities):
Below-market in-place leases	$	41,371		$	41,705
Less: accumulated amortization		(28,121	)		(27,447	)
Below-market in-place leases, net	$	13,250		$	14,258

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, 2022 (dollars in thousands):

	Above-Market and Below- Market In-Place Lease Intangibles(1)		In-Place Lease Intangibles(2)
2023	$	460	$	6,834
2024		457		6,146
2025		443		5,427
2026		452		4,840
2027		470		4,023
Thereafter		7,089		17,253
	$	9,371	$	44,523
Weighted average amortization period (years)		17.2		9.1

(1)Recorded as a net increase to rental income over the life of the lease.

(2)Amortized as an increase to amortization expense.

Gains on Dispositions of Properties

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):

	2022				2021				2020
	# of Sold Properties		Gain		# of Sold Properties		Gain		# of Sold Properties		Gain
Gain on disposition of real estate		33	$	17,443		74	$	23,094		38	$	16,238

Remaining Funding Commitments

These construction commitments, at December 31, 2022, are outlined in the table below (dollars in thousands):

Total commitment(1)	$	117,640
Less amount funded		(44,093	)
Remaining commitment	$	73,547

(1)Includes land, construction costs, tenant improvements, lease costs and capitalized interest.

Real Estate Impairments

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):

	2022		2021		2020
Total real estate impairments, net of recoveries	$	8,309	$	21,957	$	37,442
Number of Properties:
Vacant		9		30		14
Occupied		7		12		17

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Mortgages Payable (Tables)

12 Months Ended

Dec. 31, 2022

Notes Payable, Noncurrent [Abstract]

Schedule of Long-term Debt Instruments

The following table outlines the mortgages payable included in NNN’s consolidated financial statements (dollars in thousands):

	Initial		Interest			Maturity	Carrying Value of Encumbered		Outstanding Principal Balance at December 31,
Entered	Balance		Rate			Date(2)	Asset(s)(3)		2022			2021
November 2014(1)	$	15,151		5.23	%	July 2023	$	18,485	$	9,969		$	10,719
Debt costs										(147	)		(147	)
Accumulated amortization										142			125
Debt costs, net of accumulated amortization										(5	)		(22	)
Mortgages payable, including unamortized premium and net of       unamortized debt costs									$	9,964		$	10,697

(1)Date entered represents the date that NNN acquired real estate subject to a mortgage securing a loan. Initial balance and outstanding principal balance includes unamortized premium.

(2)Monthly payments include interest and principal; the balance is due at maturity.

(3)The loan is secured by a first mortgage lien on five of the Properties.

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Notes Payable (Tables)

12 Months Ended

Dec. 31, 2022

Notes Payable [Abstract]

Notes Payable

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
2024(3)	May 2014	$	350,000	$	707	$	349,293	3.900%	3.924%	June 2024(4)
2025(3)	October 2015		400,000		964		399,036	4.000%	4.029%	November 2025(4)
2026(3)	December 2016		350,000		3,860		346,140	3.600%	3.733%	December 2026(4)
2027(3)	September 2017		400,000		1,628		398,372	3.500%	3.548%	October 2027(4)
2028(3)	September 2018		400,000		2,848		397,152	4.300%	4.388%	October 2028
2030(3)	March 2020		400,000		1,288		398,712	2.500%	2.536%	April 2030
2048	September 2018		300,000		4,239		295,761	4.800%	4.890%	October 2048
2050	March 2020		300,000		6,066		293,934	3.100%	3.205%	April 2050
2051	March 2021		450,000		8,406		441,594	3.500%	3.602%	April 2051
2052(3)	September 2021		450,000		10,422		439,578	3.000%	3.118%	April 2052

(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. Additional disclosure is included in Note 9 – Derivatives.

(4)The aggregate principal balance of the unsecured note maturities for the next five years is $1,500,000.

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Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of Preferred Stock

The following presents the dividends declared and paid to stockholders for NNN's Series F Preferred Stock for the years ended December 31 (dollars in thousands, except per share data):

	2021		2020
Dividends	$	14,999	$	17,940
Per share		1.086944		1.3000

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Common Stock (Tables)

12 Months Ended

Dec. 31, 2022

Equity [Abstract]

Schedule of ATM Program

The following table outlines NNN's active ATM programs for the three years ended December 31, 2022:

	2020 ATM		2018 ATM
Established date	August 2020		February 2018
Termination date	August 2023		August 2020
Total allowable shares		17,500,000		12,000,000
Total shares issued as of December 31, 2022		7,072,376		11,272,034

Schedule of Common Stock Issuances Pursuant to Equity Programs

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs for the years ended December 31 (dollars in thousands, except per share data):

	2022		2021		2020
Shares of common stock		5,473,072		30,000		3,119,153
Average price per share (net)	$	45.15	$	33.65	$	38.21
Net proceeds	$	247,129	$	1,009	$	119,185
Stock issuance costs(1)	$	3,761	$	224	$	2,130

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

Schedule of Common Stock Issuances Pursuant to DRIP

The following outlines the common stock issuances pursuant to the DRIP for the year ended December 31 (dollars in thousands):

	2022		2021		2020
Shares of common stock		70,342		62,577		138,507
Net proceeds	$	3,082	$	2,744	$	5,092

Schedule of Dividends Declared and Paid

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):

	2022		2021		2020
Dividends	$	380,538	$	367,291	$	356,409
Per share		2.1600		2.1000		2.0700

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Dividends (Tables)

12 Months Ended

Dec. 31, 2022

Dividends [Abstract]

Schedule of Dividends Declared and Paid

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):

	2022		2021		2020
Dividends	$	380,538	$	367,291	$	356,409
Per share		2.1600		2.1000		2.0700

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Derivatives (Tables)

12 Months Ended

Dec. 31, 2021

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

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 Payable	Terminated	Description	Aggregate Notional Amount		Liability (Asset) Fair Value When Terminated			Fair Value Deferred In Other Comprehensive Income(1)
2024	May 2014	Three forward starting swaps	$	225,000	$	6,312		$	6,312
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 will be reclassified to interest expense as interest payments are made on the related notes payable.

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Performance Incentive Plan (Tables)

12 Months Ended

Dec. 31, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Activity

The following summarizes the restricted stock activity for the year ended December 31, 2022:

	Number of Shares			Weighted Average Share Price
Non-vested restricted shares, January 1		978,455		$	49.54
Restricted shares granted		410,403			42.93
Restricted shares vested		(219,805	)		49.56
Restricted shares forfeited		(177,852	)		53.64
Non-vested restricted shares, December 31		991,201			46.06

Schedule of Other Grants

The following summarizes other grants made during the year ended December 31, 2022, pursuant to the 2017 Plan.

	Number of Shares		Weighted Average   Share Price
Other share grants under the 2017 Plan:
Directors’ fees		12,903	$	44.46
Deferred directors’ fees		20,100		44.46
		33,003		44.46
Shares available under the 2017 Plan for grant, end of period		346,420

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Organization and Summary of Significant Accounting Policies (Summary of NNN's Investment Portfolio) (Details)	12 Months Ended
	Dec. 31, 2022 ft² Property State
Property Portfolio:
Total properties | Property	3,411
Gross leasable area (square feet) | ft²	35,010,000
States | State	48
Weighted average remaining lease term (years)	10 years 4 months 24 days

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Organization and Summary of Significant Accounting Policies (Narrative) (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) Tenant Segment	Dec. 31, 2021 USD ($) Segment Tenant	Dec. 31, 2020 USD ($) Tenant Segment	Jun. 30, 2021 USD ($)	May 31, 2021 USD ($)
Debt Instrument [Line Items]
Number of operating segments | Segment	1	1	1
Interest costs capitalized	$ 881,000	$ 328,000	$ 1,388,000
Real estate acquisitions	784,165,000	531,726,000
Investments in work in progress - improvements	63,582,000	23,689,000
Real estate held for sale	786,000	5,557,000
Escrow and other restricted accounts	4,273,000	0
Net operating loss carryforwards	3,899,000
Write-off of outstanding receivables and related accrued rent	$ 0	$ 0	$ 21,792,000
Percentage of total properties for which revenue recognized on cash basis	5.00%	5.50%	6.40%
Percentage of aggregate gross leasable area for which revenue recognized on cash basis	6.60%	7.30%	8.00%
Number of tenants for which revenue recognized on cash basis | Tenant	8	11	13
Revenue recognized on cash basis	$ 62,454,000	$ 52,129,000	$ 4,722,000
Revolving credit facility borrowing capacity	933,800,000,000			$ 1,100,000,000,000	$ 900,000,000,000
Unrecognized tax benefits	0
Income tax penalties and interest expense	$ 0
Land improvements
Debt Instrument [Line Items]
Property estimated useful life	15 years
Mortgage receivable
Debt Instrument [Line Items]
Mortgage receivable	$ 1,530,000	2,023,000
Allowance for credit loss	$ 9,800,000	129,000
Collectability analysis, period used	15 years
Minimum
Debt Instrument [Line Items]
Initial lease terms	10 years
Minimum | Buildings and improvements
Debt Instrument [Line Items]
Property estimated useful life	20 years
Maximum
Debt Instrument [Line Items]
Initial lease terms	20 years
Maximum | Buildings and improvements
Debt Instrument [Line Items]
Property estimated useful life	40 years
Mortgages
Debt Instrument [Line Items]
Deferred debt costs	$ 147,000	147,000
Deferred debt costs, accumulated amortization	142,000	125,000
Notes Payable
Debt Instrument [Line Items]
Deferred debt costs	38,145,000	38,145,000
Deferred debt costs, accumulated amortization	11,693,000	$ 9,262,000
Line of Credit
Debt Instrument [Line Items]
Revolving credit facility borrowing capacity	$ 1,100,000,000

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Organization and Summary of Significant Accounting Policies - Summary of tenants classified as cash basis (Details) - Tenant		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Number of tenants		8	11	13
Cash Basis Tenants As A Percent Of
Total Properties		5.00%	5.50%	6.40%
Total annual base rent	[1]	7.00%	7.00%	7.40%
Total gross leasable area		6.60%	7.30%	8.00%

[1] (1) Based on annualized base rent for all leases in place for each respective period.

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Organization and Summary of Significant Accounting Policies (Computation of Basic and Diluted Earnings Per Share) (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Basic and Diluted Earnings:
Net earnings attributable to NNN		$ 334,626,000	$ 290,113,000	$ 228,799,000
Less: preferred stock dividends		0	(14,999,000)	(17,940,000)
Less: Excess of redemption value over carrying value of preferred shares redeemed		0	(10,897,000)	0
Net earnings attributable to common stockholders		334,626,000	264,217,000	210,859,000
Less: Earnings allocated to unvested restricted shares		(514,000)	(689,000)	(698,000)
Net earnings used in basic and diluted earnings per share		$ 334,112,000	$ 263,528,000	$ 210,161,000
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding (in shares)		177,332,094	175,554,961	172,994,337
Less: Unvested restricted shares (in shares)		(237,918)	(328,070)	(337,078)
Less: Unvested contingent restricted shares (in shares)		(690,520)	(515,970)	(547,546)
Weighted Average Number of Shares Outstanding, Basic, Total		176,403,656	174,710,921	172,109,713
Other dilutive securities (shares)		664,209	107,978	107,364
Weighted average number of shares outstanding used in diluted earnings per share (in shares)		177,067,865	174,818,899	172,217,077
Series F Preferred Stock
Basic and Diluted Earnings:
Less: preferred stock dividends		$ 0	$ (14,999,000)	$ (17,940,000)
Less: Excess of redemption value over carrying value of preferred shares redeemed	$ (10,897,000)

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Organization and Summary of Significant Accounting Policies (Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance		$ 3,901,663	$ 4,319,304
Ending balance		4,123,502	3,901,663
Gain or Loss on Cash Flow Hedges
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	[1]	(14,956)	(16,445)
Other comprehensive income (loss)	[1]		(1,584)
Reclassifications from accumulated other comprehensive income to net earnings	[1],[2]	2,374	3,073
Net current period other comprehensive income (loss)	[1]	2,374	1,489
Ending balance	[1]	(12,582)	(14,956)
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance		(14,956)	(16,445)
Ending balance		$ (12,582)	$ (14,956)

[1] Additional disclosure is included in Note 9 – Derivatives.

[2] Reclassifications out of other comprehensive income (loss) are recorded in interest expense on the Consolidated
Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

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Real Estate (Key Information for Leases) (Details)	12 Months Ended
	Dec. 31, 2022
Lease classification:
Weighted average remaining lease term (years)	10 years 4 months 24 days
Minimum
Lease classification:
Initial lease terms	10 years
Maximum
Lease classification:
Initial lease terms	20 years

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Real Estate (Summary of Real Estate Subject to Operating Leases) (Details) - USD ($)		Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Land and improvements	[1]	$ 2,669,498,000	$ 2,527,483,000
Buildings and improvements		6,985,394,000	6,375,583,000
Leasehold interests		355,000	355,000
Real estate subject to operating leases, gross		9,655,247,000	8,903,421,000
Less accumulated depreciation and amortization		(1,660,308,000)	(1,470,062,000)
Real estate subject to operating leases, net, before work in process		7,994,939,000	7,433,359,000
Work in progress – improvements		21,737,000	7,277,000
Accounted for using the operating method		8,016,676,000	7,440,636,000
Accounted for using the direct financing method		3,352,000	3,653,000
Classified as held for sale		786,000	5,557,000
Accounted for using the operating method, net of accumulated depreciation and amortization		8,020,814,000	7,449,846,000
Asset under construction
Property, Plant and Equipment [Line Items]
Land and improvements		$ 22,356,000	$ 8,979,000

[1] Includes $22,356 and $8,979 in land for Properties under construction as of December 31, 2022 and 2021, respectively.

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Real Estate (Rental Income) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Real Estate [Abstract]
Rental income from operating leases	$ 751,680,000	$ 703,865,000	$ 639,265,000
Earned income from direct financing leases	595,000	623,000	647,000
Percentage rent	1,541,000	706,000	842,000
Real estate expense reimbursement from tenants	17,802,000	18,665,000	18,039,000
Rental income	771,618,000	723,859,000	658,793,000
Rental income accrued during period	3,559,000	(21,137,000)	26,027,000
Decrease (increase) in accrued rental income	(5,391,000)	(24,945,000)	30,473,000
Write-off of accrued rental income			16,367,000
Originally rent due		4,758,000	52,019,000
Balance of accrued rental income	$ 14,526,000	$ 31,776,000	$ 3,259,000

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Real Estate (Future Minimum Lease Payments Receivable) (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Real Estate [Abstract]
2023	$ 710,244
2024	693,766
2025	667,220
2026	624,196
2027	577,884
Thereafter	4,121,325
Future minimum payments receivable	$ 7,394,635

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Real Estate (Intangible Assets and Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2022		Dec. 31, 2021
Intangible lease liabilities (included in other liabilities):
Below-market in-place leases	$ 41,371		$ 41,705
Less: accumulated amortization	(28,121)		(27,447)
Below-market in-place leases, net	13,250		14,258
Above-market in-place leases, net
Intangible lease assets (included in other assets):
Leases	15,356		15,335
Less: accumulated amortization	(11,477)		(10,821)
Leases, net	3,879		4,514
In-place leases, net
Intangible lease assets (included in other assets):
Leases	124,198		122,069
Less: accumulated amortization	(79,675)		(73,345)
Leases, net	$ 44,523	[1]	$ 48,724

[1] Amortized as an increase to amortization expense.

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Real Estate (Amortization of Acquired Lease Intangibles) (Details) - USD ($)		12 Months Ended
		Dec. 31, 2022		Dec. 31, 2021	Dec. 31, 2020
Above-Market and Below-Market In-Place Lease Intangibles
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense, above- and below-market leases		$ 510,000		$ 710,000	$ 887,000
2023	[1]	460,000
2024	[1]	457,000
2025	[1]	443,000
2026	[1]	452,000
2027	[1]	470,000
Thereafter	[1]	7,089,000
Leases, net	[1]	$ 9,371,000
Weighted average amortization period (years)	[1]	17 years 2 months 12 days
In-Place Lease Intangibles
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization expense, in-place leases		$ 7,132,000		7,687,000	$ 8,304,000
2023	[2]	6,834,000
2024	[2]	6,146,000
2025	[2]	5,427,000
2026	[2]	4,840,000
2027	[2]	4,023,000
Thereafter	[2]	17,253,000
Leases, net		$ 44,523,000	[2]	$ 48,724,000
Weighted average amortization period (years)	[2]	9 years 1 month 6 days

[1] Recorded as a net increase to rental income over the life of the lease.

[2] Amortized as an increase to amortization expense.

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Real Estate (Dispositions) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Property	Dec. 31, 2021 USD ($) Property	Dec. 31, 2020 USD ($) Property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gain | $	$ 17,443	$ 23,094	$ 16,238
Assets Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of properties sold at a gain | Property	33	74	38

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Real Estate (Commitments) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Real Estate [Abstract]
Period for improvements to construction commitments	12 months
Total commitment	$ 117,640	[1]
Less amount funded	(44,093)
Remaining commitment	$ 73,547

[1] Includes land, construction costs, tenant improvements, lease costs and capitalized interest.

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Real Estate (Impairments) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Property	Dec. 31, 2021 USD ($) Property	Dec. 31, 2020 USD ($) Property
Lessor, Lease, Description [Line Items]
Real estate impairments, net of recoveries | $	$ 8,309	$ 21,957	$ 37,442
Vacant	9	30	14
Occupied	7	12	17

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Line of Credit Payable (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Jun. 30, 2021	May 31, 2021
Line of Credit Facility [Line Items]
Revolving credit facility borrowing capacity	$ 933,800,000,000	$ 1,100,000,000,000	$ 900,000,000,000
Revolving credit facility weighted average outstanding balance	39,220,000
Option to increase facility size	$ 2,000,000,000
Debt, Weighted Average Interest Rate	4.13%
LIBOR
Line of Credit Facility [Line Items]
Spread over LIBOR, percent	77.50%
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Line of Credit Facility [Line Items]
Spread over LIBOR, percent	10.00%
Line of Credit
Line of Credit Facility [Line Items]
Revolving credit facility borrowing capacity	$ 1,100,000,000
Line of credit payable	$ 166,200,000,000

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Mortgages Payable (Details) - Mortgages [Member]		Dec. 31, 2022 USD ($) Property	Dec. 31, 2021 USD ($)
Debt Instrument [Line Items]
Debt costs		$ (147,000)	$ (147,000)
Accumulated amortization		142,000	125,000
Debt costs, net of accumulated amortization		(5,000)	(22,000)
Mortgages payable, including unamortized premium and net of unamortized debt costs		9,964,000	10,697,000
Long-term Debt, Fiscal Year Maturity [Abstract]
2023		9,969,000
November 2014
Debt Instrument [Line Items]
Initial Balance	[1]	$ 15,151,000
Interest Rate	[1]	5.23%
Carrying Value of Encumbered Asset(s)	[1],[2]	$ 18,485,000
Outstanding Principal Balance	[1]	$ 9,969,000	$ 10,719,000
Number of encumbered assets | Property		5

[1] Date entered represents the date that NNN acquired real estate subject to a mortgage securing a loan. Initial balance and outstanding principal balance includes unamortized premium.

[2] The loan is secured by a first mortgage lien on five of the Properties.

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Notes Payable (Details) - USD ($)		1 Months Ended	12 Months Ended
		Mar. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long-term debt maturities for the next five years			$ 1,500,000,000
Payment of make-whole premium			0	$ 21,328,000	$ 16,679,000
Notes Payable
Debt Instrument [Line Items]
Debt issuance costs			38,145,000	$ 38,145,000
2024 Notes
Debt Instrument [Line Items]
Principal			350,000,000
Discount	[1]		707,000
Net Price			$ 349,293,000
Stated Rate			3.90%
Effective Rate	[2]		3.924%
2025 Notes
Debt Instrument [Line Items]
Principal			$ 400,000,000
Discount	[1]		964,000
Net Price			$ 399,036,000
Stated Rate			4.00%
Effective Rate	[2]		4.029%
2026 Notes
Debt Instrument [Line Items]
Principal			$ 350,000,000
Discount	[1]		3,860,000
Net Price			$ 346,140,000
Stated Rate			3.60%
Effective Rate	[2]		3.733%
2027 Notes
Debt Instrument [Line Items]
Principal			$ 400,000,000
Discount	[1]		1,628,000
Net Price			$ 398,372,000
Stated Rate			3.50%
Effective Rate	[2]		3.548%
2028 Notes
Debt Instrument [Line Items]
Principal			$ 400,000,000
Discount	[1]		2,848,000
Net Price			$ 397,152,000
Stated Rate			4.30%
Effective Rate	[2]		4.388%
2030 Notes
Debt Instrument [Line Items]
Principal			$ 400,000,000
Discount	[1]		1,288,000
Net Price			$ 398,712,000
Stated Rate			2.50%
Effective Rate	[2]		2.536%
2048 Notes
Debt Instrument [Line Items]
Principal			$ 300,000,000
Discount	[1]		4,239,000
Net Price			$ 295,761,000
Stated Rate			4.80%
Effective Rate	[2]		4.89%
2050 Notes
Debt Instrument [Line Items]
Principal			$ 300,000,000
Discount	[1]		6,066,000
Net Price			$ 293,934,000
Stated Rate			3.10%
Effective Rate	[2]		3.205%
2051 Notes
Debt Instrument [Line Items]
Principal			$ 450,000,000
Discount	[1]		8,406,000
Net Price			$ 441,594,000
Stated Rate			3.50%
Effective Rate	[2]		3.602%
2052 Notes
Debt Instrument [Line Items]
Principal			$ 450,000,000
Discount	[1]		10,422,000
Net Price			$ 439,578,000
Stated Rate			3.00%
Effective Rate	[2]		3.118%
2022 Notes
Debt Instrument [Line Items]
Stated Rate		3.30%
Notes payable redeemed		$ 350,000,000,000
Redemption price percentage		100.00%
Payment of make-whole premium		$ 21,328,000,000

[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.

XML

Preferred Stock - Additional Information (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Dividends Payable		$ 345,000,000
Excess of redemption value over carrying value of preferred shares redeemed		$ 0	$ 10,897,000	$ 0
Series F Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares redeemed (in shares)	13,800,000		13,800,000,000
Dividend rate	5.20%
Stated liquidation value per share (in dollars per share)	$ 25.00
Aggregate redemption price (in dollars per share)	$ 25.111944
Excess of redemption value over carrying value of preferred shares redeemed	$ 10,897,000

XML

Preferred Stock - Summary of dividends declared and paid to stockholders for NNN's Series F Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Dividends	$ 0	$ 14,999	$ 17,940
Series F Preferred Stock [Member]
Class of Stock [Line Items]
Dividends	$ 0	$ 14,999	$ 17,940
Preferred Stock, Dividends Per Share, Declared		$ 1.086944	$ 1.3000

XML

Common Stock (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total allowable shares (in shares)	375,000,000	375,000,000
Total shares issued (in shares)	181,424,670	175,635,792
Stock issuance costs	$ 3,761	$ 325	$ 2,223
Net proceeds	$ 253,972	$ 4,053	$ 126,488
2020 ATM Equity Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total allowable shares (in shares)	17,500,000,000
Total shares issued (in shares)	7,072,376,000
2018 ATM Equity Program
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total allowable shares (in shares)	12,000,000,000
Total shares issued (in shares)	11,272,034,000
ATM Equity Programs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shelf registration, shares issued (in shares)	5,473,072,000	30,000,000	3,119,153,000
Net proceeds	$ 247,129	$ 1,009	$ 119,185
DRIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total allowable shares (in shares)				6,000,000
Shares of common stock (in shares)	70,342,000	62,577,000	138,507,000
Net proceeds	$ 3,082	$ 2,744	$ 5,092

XML

Common Stock - ATM Program (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Total allowable shares (in shares)		375,000,000	375,000,000
Total shares issued (in shares)		181,424,670	175,635,792
Net proceeds		$ 253,972	$ 4,053	$ 126,488
Stock issuance costs(1)		$ 199	$ 17,814	$ 7,941
2020 ATM Equity Program
Class of Stock [Line Items]
Total allowable shares (in shares)		17,500,000,000
Total shares issued (in shares)		7,072,376,000
2018 ATM Equity Program
Class of Stock [Line Items]
Total allowable shares (in shares)		12,000,000,000
Total shares issued (in shares)		11,272,034,000
ATM Equity Programs
Class of Stock [Line Items]
Shares of common stock		5,473,072,000	30,000,000	3,119,153,000
Average price per share (net) (in dollars per share)		$ 45.15	$ 33.65	$ 38.21
Net proceeds		$ 247,129	$ 1,009	$ 119,185
Stock issuance costs(1)	[1]	$ 3,761	$ 224	$ 2,130

[1] Stock issuance costs consist primarily of underwriters' and agent's fees and commissions, and legal and accounting
fees.

XML

Common Stock (Additional Information) (Details) - $ / shares		12 Months Ended
	Jan. 13, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Feb. 28, 2021
Class of Stock [Line Items]
Common stock, shares authorized (in shares)		375,000,000	375,000,000
Common stock dividends declared and paid (in dollars per share)		$ 2.1600	$ 2.1000	$ 2.0700
Subsequent Event
Class of Stock [Line Items]
Common stock dividends declared and paid (in dollars per share)	$ 0.550
DRIP [Member]
Class of Stock [Line Items]
Common stock, shares authorized (in shares)					6,000,000

XML

Common Stock - DRIP (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Net proceeds	$ 253,972	$ 4,053	$ 126,488
DRIP [Member]
Class of Stock [Line Items]
Shares of common stock (in shares)	70,342,000	62,577,000	138,507,000
Net proceeds	$ 3,082	$ 2,744	$ 5,092

XML

Common Stock - Dividends Declared (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Dividends	$ 380,538	$ 367,291	$ 356,409
DRIP [Member]
Class of Stock [Line Items]
Dividends	$ 380,538	$ 367,291	$ 356,409
Dividends, Per share (in dollars per share)	$ 2.1600	$ 2.1000	$ 2.0700

XML

Employee Benefit Plan (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Retirement Benefits [Abstract]
Percentage of participant's contributions matched by employer	75.00%	50.00%
Employer matching contribution, percent	4.00%	5.00%
Employer contributions	$ 590,000	$ 576,000	$ 546,000

XML

Dividends (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Jan. 13, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Dividends		$ 380,538	$ 367,291	$ 356,409
Common stock dividends declared and paid (in dollars per share)		$ 2.1600	$ 2.1000	$ 2.0700
Preferred stock, dividends		$ 0	$ 14,999	$ 17,940
Subsequent Event
Class of Stock [Line Items]
Common stock dividends declared and paid (in dollars per share)	$ 0.550
Series F Preferred Stock
Class of Stock [Line Items]
Preferred stock, dividends		$ 0	$ 14,999	$ 17,940

XML

Income Taxes (Narrative) (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 0

XML

Derivatives (Terminated Derivatives) (Details) - Forward Swap $ in Thousands		Sep. 30, 2021 USD ($) Instrument	Mar. 31, 2020 USD ($) Instrument	Sep. 30, 2018 USD ($) Instrument	Sep. 30, 2017 USD ($) Instrument	Dec. 31, 2016 USD ($) Instrument	Oct. 31, 2015 USD ($) Instrument	May 30, 2014 USD ($) Instrument
Derivative [Line Items]
Number Of Interest Rate Derivatives Terminated | Instrument		2	3	2	2	2	4	3
Aggregate Notional Amount		$ 120,000	$ 200,000	$ 250,000	$ 250,000	$ 180,000	$ 300,000	$ 225,000
Liability Fair Value When Terminated		1,584	13,141		7,690		13,369	6,312
Asset Fair Value When Terminated				(4,080)		(13,352)
Fair Value Deferred In Other Comprehensive Income	[1]	$ 1,584	$ 13,141	$ (4,080)	$ 7,688	$ (13,345)	$ 13,369	$ 6,312

[1] The amount reported in accumulated other comprehensive income will be reclassified to interest expense as interest payments are made on the related notes payable.

XML

Derivatives (Narrative) (Details) - USD ($)		12 Months Ended
		Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Derivative [Line Items]
Stockholders' equity		$ (4,123,502,000)	$ (3,901,663,000)	$ (4,319,304,000)	$ (4,331,682,000)
Gain (loss) reclassification to interest expense		2,374,000	3,073,000	2,300,000
Interest rate cash flow hedge gain (loss) to be reclassified over next 12 months, net		2,471,000
AOCI, cash flow hedges
Derivative [Line Items]
Stockholders' equity	[1]	12,582,000	14,956,000	16,445,000
Gain (loss) reclassification to interest expense		12,582,000
Accumulated Other Comprehensive Income (Loss)
Derivative [Line Items]
Stockholders' equity		12,582,000	14,956,000	16,445,000	$ 11,128,000
Gain (loss) reclassification to interest expense		$ 2,374,000	$ 3,073,000	$ 2,300,000

[1] Additional disclosure is included in Note 9 – Derivatives.

XML

Performance Incentive Plan (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	May 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)				1,800,000,000
Stock options outstanding (in shares)	0
Restricted shares granted (in shares)	33,003,000
Share-based compensation cost	$ 15,449,000	$ 14,296,000	$ 14,213,000
Unrecognized compensation cost	$ 11,266,000
Weighted average period for recognition of unrecognized compensation cost	2 years 4 months 24 days
Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental executive retirement costs	$ 1,379,000
Restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)	410,403,000
Restricted stock | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
Restricted stock | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	5 years
Performance shares, subject to shareholder return
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares granted (in shares)	289,434
Performance period used In calculation	3 years
Fair value share price (in dollars per share)	$ 29.76
Performance shares, subject to Core Funds From Operations growth
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average grant price (in dollars per share)	$ 42.85

XML

Performance Incentive Plan (Restricted Stock Activity) (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Number of Shares
Restricted shares granted (in shares) | shares	33,003,000
Weighted Average Share Price
Restricted shares granted (in dollars per share) | $ / shares	$ 44.46
Restricted stock
Number of Shares
Non-vested restricted shares, January 1 (in shares) | shares	978,455,000
Restricted shares granted (in shares) | shares	410,403,000
Restricted shares vested (in shares) | shares	(219,805,000)
Restricted shares forfeited (in shares) | shares	(177,852,000)
Non-vested restricted shares, December 31 (in shares) | shares	991,201,000
Weighted Average Share Price
Non-vested restricted shares, January 1 (in dollars per share) | $ / shares	$ 49.54
Restricted shares granted (in dollars per share) | $ / shares	42.93
Restricted shares vested (in dollars per share) | $ / shares	49.56
Restricted shares forfeited (in dollars per share) | $ / shares	53.64
Non-vested restricted shares, December 31 (in dollars per share) | $ / shares	$ 46.06

XML

Performance Incentive Plan (Other Grants) (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Other share grants under the 2017 Plan:
Restricted shares granted (in shares)	33,003,000
Restricted shares granted, weighted average share price (in dollars per share) | $ / shares	$ 44.46
Shares available under the 2017 Plan for grant, end of period (in shares)	346,420,000
Directors’ fees
Other share grants under the 2017 Plan:
Restricted shares granted (in shares)	12,903,000
Restricted shares granted, weighted average share price (in dollars per share) | $ / shares	$ 44.46
Deferred directors’ fees
Other share grants under the 2017 Plan:
Restricted shares granted (in shares)	20,100,000
Restricted shares granted, weighted average share price (in dollars per share) | $ / shares	$ 44.46

XML

Fair Value of Financial Instruments (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair value of notes payable	$ 3,140,774,000	$ 4,032,757,000

XML

Segment Information (Details) - Segment	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Segment Reporting [Abstract]
Number of operating segments	1	1	1

XML

Schedule III - Real Estate and Accumulated Depreciation and Amortization - (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Property	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	3,411
Encumbrances	$ 9,947
Initial Cost to Company, Land	2,672,621
Initial Cost to Company, Building, Improvements & Leasehold Interests	5,707,136
Costs Capitalized Subsequent to Acquisition, Improvements	1,316,380
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	2,670,023
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	7,008,104
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	9,678,127	$ 8,917,586	$ 8,534,275	$ 8,448,702
Accumulated Depreciation and Amortization	$ 1,660,665	$ 1,471,393	$ 1,319,943	$ 1,151,667
ALABAMA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	153
Encumbrances	$ 0
Initial Cost to Company, Land	72,696
Initial Cost to Company, Building, Improvements & Leasehold Interests	170,608
Costs Capitalized Subsequent to Acquisition, Improvements	42,413
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	72,410
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	212,980
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	285,390
Accumulated Depreciation and Amortization	$ 51,199
Start Year of Construction	1948
End Year of Construction	2020
Acquired of Beginning Year	2001
Acquired of Ending Year	2022
ALABAMA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	10 years
ALABAMA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
ALASKA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	5
Encumbrances	$ 0
Initial Cost to Company, Land	1,943
Initial Cost to Company, Building, Improvements & Leasehold Interests	3,694
Costs Capitalized Subsequent to Acquisition, Improvements	140
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	1,943
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	3,834
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	5,777
Accumulated Depreciation and Amortization	$ 1,832
Start Year of Construction	1971
End Year of Construction	2003
Acquired of Beginning Year	1996
Acquired of Ending Year	2014
ALASKA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
ALASKA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
ARIZONA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	65
Encumbrances	$ 4,113
Initial Cost to Company, Land	79,138
Initial Cost to Company, Building, Improvements & Leasehold Interests	105,736
Costs Capitalized Subsequent to Acquisition, Improvements	65,305
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	79,138
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	171,041
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	250,179
Accumulated Depreciation and Amortization	$ 37,208
Start Year of Construction	1974
End Year of Construction	2023
Acquired of Beginning Year	1998
Acquired of Ending Year	2022
ARIZONA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	10 years
ARIZONA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
ARKANSAS
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	71
Encumbrances	$ 0
Initial Cost to Company, Land	33,017
Initial Cost to Company, Building, Improvements & Leasehold Interests	100,158
Costs Capitalized Subsequent to Acquisition, Improvements	17,168
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	33,017
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	117,326
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	150,343
Accumulated Depreciation and Amortization	$ 17,409
Start Year of Construction	1969
End Year of Construction	2020
Acquired of Beginning Year	1998
Acquired of Ending Year	2022
ARKANSAS | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
ARKANSAS | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
CALIFORNIA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	76
Encumbrances	$ 0
Initial Cost to Company, Land	144,304
Initial Cost to Company, Building, Improvements & Leasehold Interests	221,594
Costs Capitalized Subsequent to Acquisition, Improvements	35,459
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	143,287
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	249,216
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	392,503
Accumulated Depreciation and Amortization	$ 57,927
Start Year of Construction	1945
End Year of Construction	2018
Acquired of Beginning Year	1997
Acquired of Ending Year	2022
CALIFORNIA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
CALIFORNIA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
COLORADO
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	37
Encumbrances	$ 2,280
Initial Cost to Company, Land	58,333
Initial Cost to Company, Building, Improvements & Leasehold Interests	85,152
Costs Capitalized Subsequent to Acquisition, Improvements	27,646
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	58,333
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	112,798
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	171,131
Accumulated Depreciation and Amortization	$ 28,183
Start Year of Construction	1969
End Year of Construction	2017
Acquired of Beginning Year	1994
Acquired of Ending Year	2022
COLORADO | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
COLORADO | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
CONNECTICUT
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	11
Encumbrances	$ 0
Initial Cost to Company, Land	9,068
Initial Cost to Company, Building, Improvements & Leasehold Interests	32,950
Costs Capitalized Subsequent to Acquisition, Improvements	601
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	9,068
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	33,551
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	42,619
Accumulated Depreciation and Amortization	$ 10,146
Start Year of Construction	1929
End Year of Construction	2003
Acquired of Beginning Year	2006
Acquired of Ending Year	2022
CONNECTICUT | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
CONNECTICUT | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	30 years
DELAWARE
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	1
Encumbrances	$ 0
Initial Cost to Company, Land	2,994
Initial Cost to Company, Building, Improvements & Leasehold Interests	6,062
Costs Capitalized Subsequent to Acquisition, Improvements	71
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	2,994
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	6,133
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	9,127
Accumulated Depreciation and Amortization	$ 4,276
Start Year of Construction	1994
End Year of Construction	1994
Acquired of Beginning Year	1994
Acquired of Ending Year	1994
DELAWARE | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
DELAWARE | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
DISTRICT OF COLUMBIA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	1
Encumbrances	$ 0
Initial Cost to Company, Land	624
Initial Cost to Company, Building, Improvements & Leasehold Interests	578
Costs Capitalized Subsequent to Acquisition, Improvements	0
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	624
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	578
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	1,202
Accumulated Depreciation and Amortization	$ 257
Start Year of Construction	1983
End Year of Construction	1983
Acquired of Beginning Year	2005
Acquired of Ending Year	2005
DISTRICT OF COLUMBIA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
DISTRICT OF COLUMBIA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
FLORIDA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	257
Encumbrances	$ 0
Initial Cost to Company, Land	266,019
Initial Cost to Company, Building, Improvements & Leasehold Interests	411,157
Costs Capitalized Subsequent to Acquisition, Improvements	148,672
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	266,019
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	559,829
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	825,848
Accumulated Depreciation and Amortization	$ 122,805
Start Year of Construction	1959
End Year of Construction	2023
Acquired of Beginning Year	1985
Acquired of Ending Year	2022
FLORIDA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	5 years
FLORIDA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
GEORGIA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	167
Encumbrances	$ 0
Initial Cost to Company, Land	128,738
Initial Cost to Company, Building, Improvements & Leasehold Interests	263,312
Costs Capitalized Subsequent to Acquisition, Improvements	61,545
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	128,738
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	324,856
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	453,594
Accumulated Depreciation and Amortization	$ 76,993
Start Year of Construction	1964
End Year of Construction	2023
Acquired of Beginning Year	1996
Acquired of Ending Year	2022
GEORGIA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	10 years
GEORGIA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
IDAHO
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	11
Encumbrances	$ 0
Initial Cost to Company, Land	7,593
Initial Cost to Company, Building, Improvements & Leasehold Interests	10,197
Costs Capitalized Subsequent to Acquisition, Improvements	8,331
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	7,593
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	18,529
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	26,122
Accumulated Depreciation and Amortization	$ 4,839
Start Year of Construction	1979
End Year of Construction	2017
Acquired of Beginning Year	2006
Acquired of Ending Year	2022
IDAHO | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
IDAHO | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
ILLINOIS
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	164
Encumbrances	$ 0
Initial Cost to Company, Land	129,931
Initial Cost to Company, Building, Improvements & Leasehold Interests	308,504
Costs Capitalized Subsequent to Acquisition, Improvements	50,346
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	129,931
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	358,528
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	488,459
Accumulated Depreciation and Amortization	$ 92,284
Start Year of Construction	1924
End Year of Construction	2023
Acquired of Beginning Year	1995
Acquired of Ending Year	2022
ILLINOIS | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
ILLINOIS | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
INDIANA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	148
Encumbrances	$ 0
Initial Cost to Company, Land	98,266
Initial Cost to Company, Building, Improvements & Leasehold Interests	199,255
Costs Capitalized Subsequent to Acquisition, Improvements	79,718
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	98,266
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	278,973
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	377,239
Accumulated Depreciation and Amortization	$ 73,025
Start Year of Construction	1965
End Year of Construction	2023
Acquired of Beginning Year	2001
Acquired of Ending Year	2022
INDIANA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
INDIANA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
IOWA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	28
Encumbrances	$ 0
Initial Cost to Company, Land	22,629
Initial Cost to Company, Building, Improvements & Leasehold Interests	37,962
Costs Capitalized Subsequent to Acquisition, Improvements	21,097
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	22,629
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	59,058
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	81,687
Accumulated Depreciation and Amortization	$ 16,849
Start Year of Construction	1964
End Year of Construction	2023
Acquired of Beginning Year	2005
Acquired of Ending Year	2022
IOWA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	10 years
IOWA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
KANSAS
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	37
Encumbrances	$ 0
Initial Cost to Company, Land	16,970
Initial Cost to Company, Building, Improvements & Leasehold Interests	37,358
Costs Capitalized Subsequent to Acquisition, Improvements	9,776
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	16,970
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	47,134
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	64,104
Accumulated Depreciation and Amortization	$ 10,242
Start Year of Construction	1946
End Year of Construction	2017
Acquired of Beginning Year	1997
Acquired of Ending Year	2022
KANSAS | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
KANSAS | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
KENTUCKY
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	58
Encumbrances	$ 0
Initial Cost to Company, Land	40,962
Initial Cost to Company, Building, Improvements & Leasehold Interests	99,052
Costs Capitalized Subsequent to Acquisition, Improvements	13,385
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	40,962
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	112,437
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	153,399
Accumulated Depreciation and Amortization	$ 28,111
Start Year of Construction	1974
End Year of Construction	2020
Acquired of Beginning Year	2005
Acquired of Ending Year	2022
KENTUCKY | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	25 years
KENTUCKY | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
LOUISIANA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	50
Encumbrances	$ 0
Initial Cost to Company, Land	35,517
Initial Cost to Company, Building, Improvements & Leasehold Interests	85,430
Costs Capitalized Subsequent to Acquisition, Improvements	37,942
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	35,517
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	123,371
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	158,888
Accumulated Depreciation and Amortization	$ 22,179
Start Year of Construction	1970
End Year of Construction	2018
Acquired of Beginning Year	1996
Acquired of Ending Year	2022
LOUISIANA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
LOUISIANA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
MAINE
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	12
Encumbrances	$ 0
Initial Cost to Company, Land	3,781
Initial Cost to Company, Building, Improvements & Leasehold Interests	13,017
Costs Capitalized Subsequent to Acquisition, Improvements	0
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	3,781
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	13,017
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	16,798
Accumulated Depreciation and Amortization	$ 4,539
Start Year of Construction	1915
End Year of Construction	2002
Acquired of Beginning Year	1996
Acquired of Ending Year	2017
MAINE | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	10 years
MAINE | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
MARYLAND
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	50
Encumbrances	$ 0
Initial Cost to Company, Land	62,149
Initial Cost to Company, Building, Improvements & Leasehold Interests	126,171
Costs Capitalized Subsequent to Acquisition, Improvements	3,006
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	62,149
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	129,177
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	191,326
Accumulated Depreciation and Amortization	$ 38,605
Start Year of Construction	1946
End Year of Construction	2017
Acquired of Beginning Year	1996
Acquired of Ending Year	2019
MARYLAND | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
MARYLAND | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
MASSACHUSETTS
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	22
Encumbrances	$ 0
Initial Cost to Company, Land	32,663
Initial Cost to Company, Building, Improvements & Leasehold Interests	90,750
Costs Capitalized Subsequent to Acquisition, Improvements	0
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	32,663
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	90,750
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	123,413
Accumulated Depreciation and Amortization	$ 17,016
Start Year of Construction	1960
End Year of Construction	2017
Acquired of Beginning Year	2006
Acquired of Ending Year	2019
MASSACHUSETTS | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
MASSACHUSETTS | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
MICHIGAN
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	93
Encumbrances	$ 0
Initial Cost to Company, Land	57,792
Initial Cost to Company, Building, Improvements & Leasehold Interests	206,713
Costs Capitalized Subsequent to Acquisition, Improvements	55,069
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	57,792
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	261,171
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	318,963
Accumulated Depreciation and Amortization	$ 35,482
Start Year of Construction	1963
End Year of Construction	2022
Acquired of Beginning Year	1996
Acquired of Ending Year	2022
MICHIGAN | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
MICHIGAN | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
MINNESOTA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	28
Encumbrances	$ 0
Initial Cost to Company, Land	20,906
Initial Cost to Company, Building, Improvements & Leasehold Interests	38,395
Costs Capitalized Subsequent to Acquisition, Improvements	2,552
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	20,906
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	40,947
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	61,853
Accumulated Depreciation and Amortization	$ 12,917
Start Year of Construction	1950
End Year of Construction	2017
Acquired of Beginning Year	2005
Acquired of Ending Year	2022
MINNESOTA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	10 years
MINNESOTA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
MISSISSIPPI
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	63
Encumbrances	$ 0
Initial Cost to Company, Land	29,242
Initial Cost to Company, Building, Improvements & Leasehold Interests	100,754
Costs Capitalized Subsequent to Acquisition, Improvements	12,422
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	29,242
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	113,176
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	142,418
Accumulated Depreciation and Amortization	$ 11,466
Start Year of Construction	1959
End Year of Construction	2017
Acquired of Beginning Year	2006
Acquired of Ending Year	2022
MISSISSIPPI | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
MISSISSIPPI | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
MISSOURI
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	103
Encumbrances	$ 0
Initial Cost to Company, Land	58,704
Initial Cost to Company, Building, Improvements & Leasehold Interests	125,359
Costs Capitalized Subsequent to Acquisition, Improvements	67,347
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	58,704
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	192,707
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	251,411
Accumulated Depreciation and Amortization	$ 39,757
Start Year of Construction	1920
End Year of Construction	2023
Acquired of Beginning Year	1992
Acquired of Ending Year	2022
MISSOURI | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
MISSOURI | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
MONTANA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	26
Encumbrances	$ 3,554
Initial Cost to Company, Land	4,102
Initial Cost to Company, Building, Improvements & Leasehold Interests	11,865
Costs Capitalized Subsequent to Acquisition, Improvements	2,654
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	4,102
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	14,518
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	18,620
Accumulated Depreciation and Amortization	$ 4,842
Start Year of Construction	1937
End Year of Construction	2016
Acquired of Beginning Year	2010
Acquired of Ending Year	2016
MONTANA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
MONTANA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
NEBRASKA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	6
Encumbrances	$ 0
Initial Cost to Company, Land	5,608
Initial Cost to Company, Building, Improvements & Leasehold Interests	3,066
Costs Capitalized Subsequent to Acquisition, Improvements	5,033
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	5,608
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	8,099
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	13,707
Accumulated Depreciation and Amortization	$ 1,831
Start Year of Construction	1979
End Year of Construction	2015
Acquired of Beginning Year	2005
Acquired of Ending Year	2017
NEBRASKA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
NEBRASKA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
NEVADA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	15
Encumbrances	$ 0
Initial Cost to Company, Land	9,160
Initial Cost to Company, Building, Improvements & Leasehold Interests	27,181
Costs Capitalized Subsequent to Acquisition, Improvements	1,205
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	9,160
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	28,385
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	37,545
Accumulated Depreciation and Amortization	$ 4,587
Start Year of Construction	1961
End Year of Construction	2014
Acquired of Beginning Year	2012
Acquired of Ending Year	2022
NEVADA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	25 years
NEVADA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
NEW HAMPSHIRE
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	10
Encumbrances	$ 0
Initial Cost to Company, Land	11,299
Initial Cost to Company, Building, Improvements & Leasehold Interests	39,056
Costs Capitalized Subsequent to Acquisition, Improvements	0
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	11,299
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	39,056
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	50,355
Accumulated Depreciation and Amortization	$ 7,655
Start Year of Construction	1980
End Year of Construction	2004
Acquired of Beginning Year	2011
Acquired of Ending Year	2022
NEW HAMPSHIRE | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	25 years
NEW HAMPSHIRE | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	30 years
NEW JERSEY
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	28
Encumbrances	$ 0
Initial Cost to Company, Land	45,326
Initial Cost to Company, Building, Improvements & Leasehold Interests	169,481
Costs Capitalized Subsequent to Acquisition, Improvements	732
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	45,326
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	170,213
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	215,539
Accumulated Depreciation and Amortization	$ 48,972
Start Year of Construction	1965
End Year of Construction	2015
Acquired of Beginning Year	1996
Acquired of Ending Year	2022
NEW JERSEY | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	25 years
NEW JERSEY | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
NEW MEXICO
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	32
Encumbrances	$ 0
Initial Cost to Company, Land	21,857
Initial Cost to Company, Building, Improvements & Leasehold Interests	76,847
Costs Capitalized Subsequent to Acquisition, Improvements	21,795
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	21,857
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	98,642
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	120,499
Accumulated Depreciation and Amortization	$ 14,295
Start Year of Construction	1955
End Year of Construction	2019
Acquired of Beginning Year	2001
Acquired of Ending Year	2022
NEW MEXICO | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	25 years
NEW MEXICO | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
NEW YORK
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	41
Encumbrances	$ 0
Initial Cost to Company, Land	29,467
Initial Cost to Company, Building, Improvements & Leasehold Interests	58,384
Costs Capitalized Subsequent to Acquisition, Improvements	27,785
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	29,467
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	82,826
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	112,293
Accumulated Depreciation and Amortization	$ 16,447
Start Year of Construction	1925
End Year of Construction	2020
Acquired of Beginning Year	1997
Acquired of Ending Year	2022
NEW YORK | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
NEW YORK | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
NORTH CAROLINA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	163
Encumbrances	$ 0
Initial Cost to Company, Land	125,961
Initial Cost to Company, Building, Improvements & Leasehold Interests	257,979
Costs Capitalized Subsequent to Acquisition, Improvements	33,757
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	125,961
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	291,736
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	417,697
Accumulated Depreciation and Amortization	$ 75,699
Start Year of Construction	1906
End Year of Construction	2021
Acquired of Beginning Year	2004
Acquired of Ending Year	2022
NORTH CAROLINA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	5 years
NORTH CAROLINA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
NORTH DAKOTA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	4
Encumbrances	$ 0
Initial Cost to Company, Land	411
Initial Cost to Company, Building, Improvements & Leasehold Interests	1,606
Costs Capitalized Subsequent to Acquisition, Improvements	0
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	411
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	1,606
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	2,017
Accumulated Depreciation and Amortization	$ 855
Start Year of Construction	1974
End Year of Construction	1999
Acquired of Beginning Year	1997
Acquired of Ending Year	2011
NORTH DAKOTA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	25 years
NORTH DAKOTA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
OHIO
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	192
Encumbrances	$ 0
Initial Cost to Company, Land	128,082
Initial Cost to Company, Building, Improvements & Leasehold Interests	304,090
Costs Capitalized Subsequent to Acquisition, Improvements	74,540
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	128,082
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	378,437
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	506,519
Accumulated Depreciation and Amortization	$ 96,378
Start Year of Construction	1910
End Year of Construction	2019
Acquired of Beginning Year	1992
Acquired of Ending Year	2022
OHIO | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
OHIO | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
OKLAHOMA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	87
Encumbrances	$ 0
Initial Cost to Company, Land	42,870
Initial Cost to Company, Building, Improvements & Leasehold Interests	106,252
Costs Capitalized Subsequent to Acquisition, Improvements	26,775
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	42,870
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	133,027
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	175,897
Accumulated Depreciation and Amortization	$ 26,778
Start Year of Construction	1964
End Year of Construction	2018
Acquired of Beginning Year	1996
Acquired of Ending Year	2021
OKLAHOMA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
OKLAHOMA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
OREGON
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	8
Encumbrances	$ 0
Initial Cost to Company, Land	5,290
Initial Cost to Company, Building, Improvements & Leasehold Interests	9,283
Costs Capitalized Subsequent to Acquisition, Improvements	987
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	5,290
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	10,269
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	15,559
Accumulated Depreciation and Amortization	$ 3,242
Start Year of Construction	1973
End Year of Construction	2008
Acquired of Beginning Year	1998
Acquired of Ending Year	2022
OREGON | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	25 years
OREGON | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
PENNSYLVANIA
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	86
Encumbrances	$ 0
Initial Cost to Company, Land	68,270
Initial Cost to Company, Building, Improvements & Leasehold Interests	127,892
Costs Capitalized Subsequent to Acquisition, Improvements	36,682
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	68,084
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	163,526
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	231,610
Accumulated Depreciation and Amortization	$ 42,432
Start Year of Construction	1953
End Year of Construction	2023
Acquired of Beginning Year	1997
Acquired of Ending Year	2022
PENNSYLVANIA | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
PENNSYLVANIA | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
PUERTO RICO
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	1
Encumbrances	$ 0
Initial Cost to Company, Land	1,729
Initial Cost to Company, Building, Improvements & Leasehold Interests	0
Costs Capitalized Subsequent to Acquisition, Improvements	2,732
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	1,729
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	2,131
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	3,860
Accumulated Depreciation and Amortization	$ 847
Start Year of Construction	1998
End Year of Construction	1998
Acquired of Beginning Year	2007
Acquired of Ending Year	2007
PUERTO RICO | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	33 years
PUERTO RICO | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	33 years
Rohde Island
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	5
Encumbrances	$ 0
Initial Cost to Company, Land	2,377
Initial Cost to Company, Building, Improvements & Leasehold Interests	7,450
Costs Capitalized Subsequent to Acquisition, Improvements	0
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	2,377
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	7,450
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	9,827
Accumulated Depreciation and Amortization	$ 1,752
Start Year of Construction	1989
End Year of Construction	2004
Acquired of Beginning Year	2016
Acquired of Ending Year	2016
Rohde Island | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	25 years
Rohde Island | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	30 years
South Carolina
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	74
Encumbrances	$ 0
Initial Cost to Company, Land	55,198
Initial Cost to Company, Building, Improvements & Leasehold Interests	114,934
Costs Capitalized Subsequent to Acquisition, Improvements	9,056
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	55,198
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	123,990
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	179,188
Accumulated Depreciation and Amortization	$ 29,723
Start Year of Construction	1921
End Year of Construction	2021
Acquired of Beginning Year	2005
Acquired of Ending Year	2022
South Carolina | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	10 years
South Carolina | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
South Dakota
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	2
Encumbrances	$ 0
Initial Cost to Company, Land	1,595
Initial Cost to Company, Building, Improvements & Leasehold Interests	4,447
Costs Capitalized Subsequent to Acquisition, Improvements	788
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	1,595
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	5,234
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	6,829
Accumulated Depreciation and Amortization	$ 1,526
Start Year of Construction	1985
End Year of Construction	2000
Acquired of Beginning Year	2012
Acquired of Ending Year	2012
South Dakota | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	30 years
South Dakota | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	35 years
Tennessee
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	154
Encumbrances	$ 0
Initial Cost to Company, Land	95,173
Initial Cost to Company, Building, Improvements & Leasehold Interests	223,460
Costs Capitalized Subsequent to Acquisition, Improvements	54,458
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	95,173
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	277,918
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	373,091
Accumulated Depreciation and Amortization	$ 59,082
Start Year of Construction	1958
End Year of Construction	2021
Acquired of Beginning Year	1996
Acquired of Ending Year	2022
Tennessee | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	5 years
Tennessee | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
Texas
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	528
Encumbrances	$ 0
Initial Cost to Company, Land	425,552
Initial Cost to Company, Building, Improvements & Leasehold Interests	941,846
Costs Capitalized Subsequent to Acquisition, Improvements	170,809
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	425,553
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	1,112,202
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	1,537,755
Accumulated Depreciation and Amortization	$ 294,860
Start Year of Construction	1890
End Year of Construction	2023
Acquired of Beginning Year	1993
Acquired of Ending Year	2022
Texas | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	15 years
Texas | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
Utah
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	14
Encumbrances	$ 0
Initial Cost to Company, Land	13,108
Initial Cost to Company, Building, Improvements & Leasehold Interests	19,681
Costs Capitalized Subsequent to Acquisition, Improvements	13,216
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	13,108
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	32,897
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	46,005
Accumulated Depreciation and Amortization	$ 6,613
Start Year of Construction	1951
End Year of Construction	2016
Acquired of Beginning Year	2006
Acquired of Ending Year	2022
Utah | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
Utah | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
Virginia
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	119
Encumbrances	$ 0
Initial Cost to Company, Land	98,396
Initial Cost to Company, Building, Improvements & Leasehold Interests	184,327
Costs Capitalized Subsequent to Acquisition, Improvements	42,544
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	97,286
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	225,913
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	323,199
Accumulated Depreciation and Amortization	$ 62,168
Start Year of Construction	1964
End Year of Construction	2022
Acquired of Beginning Year	1995
Acquired of Ending Year	2022
Virginia | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	5 years
Virginia | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
Washington
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	27
Encumbrances	$ 0
Initial Cost to Company, Land	22,568
Initial Cost to Company, Building, Improvements & Leasehold Interests	34,547
Costs Capitalized Subsequent to Acquisition, Improvements	15,894
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	22,568
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	50,441
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	73,009
Accumulated Depreciation and Amortization	$ 15,872
Start Year of Construction	1955
End Year of Construction	2017
Acquired of Beginning Year	1997
Acquired of Ending Year	2019
Washington | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
Washington | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
West Virginia
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	23
Encumbrances	$ 0
Initial Cost to Company, Land	13,784
Initial Cost to Company, Building, Improvements & Leasehold Interests	24,797
Costs Capitalized Subsequent to Acquisition, Improvements	1,385
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	13,784
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	26,182
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	39,966
Accumulated Depreciation and Amortization	$ 6,478
Start Year of Construction	1970
End Year of Construction	2013
Acquired of Beginning Year	2006
Acquired of Ending Year	2022
West Virginia | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	25 years
West Virginia | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
Wisconsin
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	49
Encumbrances	$ 0
Initial Cost to Company, Land	30,309
Initial Cost to Company, Building, Improvements & Leasehold Interests	74,932
Costs Capitalized Subsequent to Acquisition, Improvements	13,542
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	30,309
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	88,474
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	118,783
Accumulated Depreciation and Amortization	$ 20,634
Start Year of Construction	1940
End Year of Construction	2021
Acquired of Beginning Year	2006
Acquired of Ending Year	2022
Wisconsin | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
Wisconsin | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	40 years
Wyoming
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Properties | Property	6
Encumbrances	$ 0
Initial Cost to Company, Land	1,150
Initial Cost to Company, Building, Improvements & Leasehold Interests	3,815
Costs Capitalized Subsequent to Acquisition, Improvements	0
Costs Capitalized Subsequent to Acquisition, Carrying Costs	0
Gross Amount at Which Carried at Close of Period, Land	1,150
Gross Amount at Which Carried at Close of Period, Building, Improvements & Leasehold Interests	3,815
Gross Amount at Which Carried at Close of Period, Land, Building, Improvements & Leasehold Interests	4,965
Accumulated Depreciation and Amortization	$ 1,551
Start Year of Construction	1949
End Year of Construction	2001
Acquired of Beginning Year	2010
Acquired of Ending Year	2012
Wyoming | Minimum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	20 years
Wyoming | Maximum [Member]
SEC Schedule, 12-28, Real Estate Companies, Investment in Real Estate and Accumulated Depreciation [Line Items]
Life on Which Depreciation & Amortization in Latest Income Statement is Computed	30 years

XML

Schedule III - Real Estate and Accumulated Depreciation and Amortization - (Parenthetical) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($) Property	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Land, buildings, and leasehold interests:
Beginning balance	$ 8,917,586	$ 8,534,275	$ 8,448,702
Acquisitions and dollars invested in projects under construction and tenant improvements	846,331	551,287	177,901
Dispositions	(77,481)	(146,019)	(54,886)
Impairment losses	(8,309)	(21,957)	(37,442)
Ending balance	9,678,127	8,917,586	8,534,275
Accumulated depreciation and amortization:
Beginning balance	1,471,393	1,319,943	1,151,667
Dispositions	(25,757)	(44,509)	(17,828)
Depreciation and amortization expense	215,029	195,959	186,104
Ending balance	1,660,665	1,471,393	$ 1,319,943
Net investment in direct financing leases	3,352	3,653
Real estate, federal income tax basis	9,594,276
Mortgages payable, including unamortized premium and net of unamortized debt costs	9,964	$ 10,697
Mortgage Agreement Three [Member]
Accumulated depreciation and amortization:
Mortgages payable, including unamortized premium and net of unamortized debt costs	15,151
Unamortized Discount (Premium) and Debt Issuance Costs	$ 9,964
Mortgage Agreement Three [Member] | Mortgages [Member]
Accumulated depreciation and amortization:
Number Of Properties Securing Mortgages Payable | Property	5

XML

Schedule IV - Mortgage Loans on Real Estate (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Face Amount of Mortgages	$ 3,000
Carrying amount of mortgages	1,521	$ 2,011	$ 2,468
Principal Amount of Loans Subject to Delinquent Principal or Interest	0
SEC Schedule, 12-29, Real Estate Companies, Investment in Movement in Mortgage Loans on Real Estate [Roll Forward]
Balance at beginning of year	2,011	2,468	0
New mortgage loans	0	0	3,000
Deductions during the year:
Collections of principal	(521)	(486)	(374)
Other: (Credit losses) recoveries	(31)	29	(158)
Foreclosures	0	0	0
Balance at the close of year	1,521	2,011	2,468
Mortgages held, federal income tax basis	1,530	2,011	2,468
Mortgages accepted in connection with real estate transactions	$ 0	$ 0	$ 3,000
2 properties in VA
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Interest Rate	7.00%
Face Amount of Mortgages	$ 3,000
Carrying amount of mortgages	1,521
Principal Amount of Loans Subject to Delinquent Principal or Interest	0
Deductions during the year:
Balance at the close of year	$ 1,521