| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
NNN REIT, Inc. (the “Company”) entered into an underwriting agreement, dated June 24, 2025 (the “Underwriting Agreement”), among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein, whereby the Company agreed to sell $500 million aggregate principal amount of 4.600% notes due 2031 (the “Notes”) in an underwritten public offering. The offering of the Notes closed on July 1, 2025. Concurrently with the closing of the offering and issuance of the Notes, the Company entered into a Twenty-third Supplemental Indenture (the “Supplemental Indenture”) to the Indenture dated as of March 25, 1998, as amended (the “Base Indenture,” and, together with the Supplemental Indenture, the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as successor trustee.
The Notes are registered under the Securities Act of 1933, as amended, pursuant to the Registration Statement on Form S-3 (File No. 333-273605), filed by the Company with the Securities and Exchange Commission (“SEC”) on August 2, 2023 (the “Registration Statement”).
The Notes are senior unsecured obligations of the Company and will rank equally with all of the Company’s other existing and future senior indebtedness. The Notes will mature on February 15, 2031 and bear interest at a rate of 4.600% per annum. Interest on the Notes is payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2026. The net proceeds from the offering were approximately $491.7 million, after deducting the underwriting discount and other estimated expenses of the offering payable by the Company. The Company intends to use the net proceeds from the offering to repay all of the outstanding indebtedness under its credit facility, to fund future property acquisitions and for general corporate purposes, or a combination of the foregoing. Pending application of the net proceeds, the Company may invest the net proceeds in short-term, income-producing investments.
The foregoing descriptions of the Notes, the Underwriting Agreement, and the Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of the Notes, the Underwriting Agreement, and the Indenture. A copy of the Underwriting Agreement is attached to this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference. A copy of the Supplemental Indenture is attached to this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference. A copy of the form of the Note is attached to this Current Report on Form 8-K as Exhibit 4.2 and is incorporated herein by reference. A copy of the Base Indenture is filed with the SEC as Exhibit 4.2 to the Registration Statement and is incorporated herein by reference.
