Will NNN (NNN REIT, Inc.) receive cash when forward sellers initially sell borrowed shares?

NNN REIT will not initially receive proceeds from sales of borrowed shares by forward sellers. For contingent forward transactions, it may receive contingency premiums, and it generally expects to receive cash upon physical settlement of fixed share forward transactions.

NNN REIT establishes 25,000,000-share equity program

Q: What equity program did NNN (NNN REIT, Inc.) establish on August 6, 2026?

NNN REIT entered into a new Equity Distribution Agreement with multiple financial institutions. The program allows the company to issue and sell up to 25,000,000 shares of common stock from time to time through designated sales agents or directly to them as principals.

Q: How many shares can NNN (NNN REIT, Inc.) sell under the new agreement?

NNN REIT may issue and sell up to 25,000,000 shares of its common stock. These shares can be sold periodically through the agents acting as sales agents or principals at prices agreed at the time each sale is executed.

Q: What forward sale structures does NNN (NNN REIT, Inc.) plan to use?

NNN REIT plans to use forward sale agreements under Master Forward Confirmations. It may enter both contingent forward transactions and non-contingent forward transactions, where forward purchasers borrow and sell shares and later purchase shares from the company at a forward sale price.

Q: What commissions are payable under NNN (NNN REIT, Inc.)’s equity distribution and forward agreements?

Each agent may receive a commission of up to 2.0% of the gross sales price of shares sold through it. Forward purchasers receive compensation via a reduced forward sale price, at rates not more than 2.0% of the initial forward sale or gross sales price, as applicable.

Q: What prior arrangement does NNN (NNN REIT, Inc.)’s new Equity Distribution Agreement replace?

The new Equity Distribution Agreement replaces NNN REIT’s existing equity distribution agreement dated August 3, 2023. After this change, no further issuances or sales may be made under the prior agreement, consolidating future activity under the new program.

NNN REIT, Inc. entered into a new Equity Distribution Agreement with a syndicate of banks and broker-dealers, replacing its August 3, 2023 equity distribution agreement.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

NNN REIT, Inc. entered into a new Equity Distribution Agreement with a syndicate of banks and broker-dealers, replacing its August 3, 2023 equity distribution agreement. Under this program, the company may, from time to time, issue and sell up to 25,000,000 shares of common stock through the agents as sales agents or directly to them as principals at prices agreed at the time of sale.

The company also plans to use related Master Forward Confirmations to enter forward sale agreements, allowing contingent and non-contingent forward transactions in which forward purchasers borrow and sell shares. NNN REIT expects to generally physically settle fixed share forward transactions to receive cash equal to the underlying shares multiplied by the forward sale price, but it may elect cash or net share settlement instead. Agents and forward purchasers are entitled to commissions of up to 2.0% of the relevant sale or forward price.

Filing Explained

The filing establishes future issuance capacity, not completed issuance; dilution would arise only if shares are later issued.

On August 6, 2026, NNN REIT entered a new equity distribution agreement that replaces its August 3, 2023 agreement, and no further issuances or sales may be made under the old agreement. The new agreement permits future sales of up to 25,000,000 common shares, so it establishes issuance capacity rather than reporting a completed issuance; if shares are issued, total shares rise and existing holders’ percentage ownership falls absent offsetting changes.

The agreement is executed, but the company describes the master forward confirmations as intended and any supplemental forward sale agreement as something it may enter later, so the filing does not establish that a forward transaction has been entered.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Equity program size: 25,000,000 shares Par value per share: $0.01 per share Agent commission cap: 2.0% +1 more

4 metrics

Equity program size 25,000,000 shares Maximum number of common shares that may be issued and sold under the Equity Distribution Agreement

Par value per share $0.01 per share Par value of NNN REIT common stock eligible to be issued under the program

Agent commission cap 2.0% Maximum commission rate on gross sales price of all shares sold through each agent

Forward purchaser commission cap 2.0% Maximum commission reflected via reduced forward sale price for contingent and non-contingent forward transactions

Key Terms

Equity Distribution Agreement, Master Forward Confirmation, forward sale agreement, contingent forward transaction, +2 more

6 terms

Equity Distribution Agreement financial

"the Company entered into an equity distribution agreement with each of Wells Fargo Securities"

An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.

Master Forward Confirmation financial

"the Company intends to enter into separate master forward confirmations with each of"

forward sale agreement financial

"the Company may enter into a supplemental confirmation and other documentation with a forward purchaser"

A forward sale agreement is a contract where a holder of securities or assets agrees to sell them at a fixed price on a specific future date, like a farmer locking in a price for next season’s crop. For investors this matters because it creates predictable future cash or supply and reduces price uncertainty, but it can limit upside if prices rise and introduces risk if the other party fails to deliver or payment affects shareholder value through dilution or financing choices.

contingent forward transaction financial

"In one form of forward sale agreement that the Company may enter into"

non-contingent forward transaction financial

"In another form of forward sale agreement that the Company may enter into"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity program did NNN (NNN REIT, Inc.) establish on August 6, 2026?

NNN REIT entered into a new Equity Distribution Agreement with multiple financial institutions. The program allows the company to issue and sell up to 25,000,000 shares of common stock from time to time through designated sales agents or directly to them as principals.

How many shares can NNN (NNN REIT, Inc.) sell under the new agreement?

NNN REIT may issue and sell up to 25,000,000 shares of its common stock. These shares can be sold periodically through the agents acting as sales agents or principals at prices agreed at the time each sale is executed.

What forward sale structures does NNN (NNN REIT, Inc.) plan to use?

NNN REIT plans to use forward sale agreements under Master Forward Confirmations. It may enter both contingent forward transactions and non-contingent forward transactions, where forward purchasers borrow and sell shares and later purchase shares from the company at a forward sale price.

What commissions are payable under NNN (NNN REIT, Inc.)’s equity distribution and forward agreements?

Each agent may receive a commission of up to 2.0% of the gross sales price of shares sold through it. Forward purchasers receive compensation via a reduced forward sale price, at rates not more than 2.0% of the initial forward sale or gross sales price, as applicable.

What prior arrangement does NNN (NNN REIT, Inc.)’s new Equity Distribution Agreement replace?

The new Equity Distribution Agreement replaces NNN REIT’s existing equity distribution agreement dated August 3, 2023. After this change, no further issuances or sales may be made under the prior agreement, consolidating future activity under the new program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/07/2026 - 06:06 AM Accepted by SEC EDGAR 08/07/2026 - 06:00 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2026

NNN REIT, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-11290

56-1431377

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


450 South Orange Avenue
Suite 900
Orlando, Florida				32801
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code (407) 265-7348

Not Applicable

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

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading
Symbol(s)

Name of exchange

on which registered

Common Stock, $0.01 par value

NNN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

Item 8.01.

Other Events.

On August 6, 2026, NNN REIT, Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC and Truist Securities, Inc., each in its capacity as sales agent (the “agents”) and, together with Nomura Securities International Inc. (acting through BTIG, LLC as agent) and except in the case of BTIG, LLC, a forward seller and as applicable, their respective affiliates or agents acting as forward purchasers. The Equity Distribution Agreement replaces the Company’s existing equity distribution agreement dated August 3, 2023, and no further issuances or sales may be made thereunder.

Under the Equity Distribution Agreement, from time to time the Company may issue and sell up to 25,000,000 shares of common stock, par value $0.01 per share, through the agents acting as sales agents, or directly to the agents acting as principals for their own account, in each case at a price agreed upon at the time of sale.

In connection with the Equity Distribution Agreement, the Company intends to enter into separate master forward confirmations (collectively, the “Master Confirmations”) with each of Wells Fargo Bank, National Association, Bank of America, N.A., Citibank, N.A., Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Royal Bank of Canada, The Toronto-Dominion Bank and Truist Bank (each, together with their respective agents or affiliates as applicable, the “forward purchasers”). Under the Equity Distribution Agreement and the Master Confirmations, from time to time the Company may enter into a supplemental confirmation and other documentation with a forward purchaser (collectively, a “forward sale agreement”). In connection with each forward sale agreement, the applicable forward purchaser will use commercially reasonable efforts to borrow from third parties and, through an agent or another affiliate acting as forward seller, sell a number of shares equal to the number of shares underlying the forward sale agreement.

In one form of forward sale agreement that the Company may enter into with certain of the forward purchasers (a “contingent forward transaction”), the Company’s obligation to sell, and the applicable forward purchaser’s obligation to purchase, shares underlying such forward sale agreement at the applicable forward sale price is contingent on the applicable forward purchaser’s exercise (or deemed exercise) of a contingency, which may occur in whole or in part from time to time prior to specified contingency expiration dates.

In another form of forward sale agreement that the Company may enter into with any of the forward purchasers (a “non-contingent forward transaction”), the Company’s obligation to sell, and the applicable forward purchaser’s obligation to purchase, shares underlying such forward sale agreement at the applicable forward sale price is not subject to the contingency described above. In this Current Report, the term “fixed share forward transaction” refers to such a non-contingent forward transaction as well as the contingency exercised portion of a contingent forward transaction.

The Company will not initially receive any proceeds from sales of borrowed shares by the forward sellers or their agents or affiliates in connection with any forward sale agreements, but, for contingent forward transactions, the Company may receive contingency premiums from the applicable forward purchaser. The Company expects to fully physically settle each fixed share forward transaction on one or more dates chosen by the Company on or prior to the maturity date of that particular forward sale agreement, in which case the Company will expect to receive aggregate net cash proceeds at settlement equal to the number of shares underlying the particular forward sale agreement multiplied by the applicable forward sale price. However, subject to certain exceptions and conditions, the Company may also elect to cash settle or net share settle a fixed share forward transaction, in which case the Company may not receive any proceeds from the issuance of shares and will instead receive or pay cash (in the case of cash settlement) or receive or deliver shares (in the case of net share settlement).

Each agent will receive from the Company a commission that will not exceed, but may be lower than 2.0% of the gross sales price of all shares sold through it as agent under the Equity Distribution Agreement. In connection with each forward sale, the Company will pay the applicable forward purchaser, in the form of a reduced forward sale price under the related forward sale agreement with the related forward purchaser, commissions at a mutually agreed rate that shall not be more than 2.0% of the initial forward sale price for shares underlying a contingent forward transaction or 2.0% of the gross sales price of all borrowed shares sold by it as a forward seller in connection with a non-contingent forward transaction, as applicable.

In the Equity Distribution Agreement, the Company makes customary representations to the agents, forward purchasers and forward sellers, and the Company agrees to indemnify the agents, forward purchasers and forward sellers against certain liabilities, including certain liabilities under the Securities Act of 1933.

The foregoing description of the Equity Distribution Agreement and the Master Confirmations does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Equity Distribution Agreement filed herewith as Exhibit 1.1 and the forms of Master Confirmations filed herewith as Exhibits 1.2 and 1.3, which exhibits are incorporated herein by reference. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


1.1		Equity Distribution Agreement, dated August 6, 2026, among the Company and each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC and Truist Securities, Inc., each in its capacity as sales agent, and, together with Nomura Securities International Inc. (acting through BTIG, LLC as agent) and except in the case of BTIG, LLC, a forward seller, and each of Wells Fargo Bank, National Association, Bank of America, N.A., Citibank, N.A., Jefferies LLC, Mizuho Markets Americas LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Royal Bank of Canada, The Toronto-Dominion Bank and Truist Bank, each in its capacity as forward purchaser.

1.2		Form of Master Forward Confirmation for Non-Contingent Forward Transactions.

1.3		Form of Master Forward Confirmation for Contingent Forward Transactions.

5.1		Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the legality of the securities being issued by the Company.

23.1		Consent of Pillsbury Winthrop Shaw Pittman LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as Exhibit 5.1).

104.1		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

SIGNATURE

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


NNN REIT, INC.

By:		/s/ Vincent H. Chao
Name:		Vincent H. Chao
Title:		Executive Vice President and Chief Financial Officer

Dated: August 7, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

7 documents

NNN REIT establishes 25,000,000-share equity program

Rhea-AI Filing Summary

Positive

Negative