NNN REIT (NNN) EVP, General Counsel granted 30,148 performance and time-based shares

Rhea-AI Filing Summary

NNN REIT, INC. executive Gina M. Steffens, EVP and General Counsel, received two stock awards of common stock. She was granted 5,320 shares and 24,828 shares at a reference price of $44.34 per share, for a total of 30,148 shares acquired as equity compensation.

The 5,320-share grant will vest 25% each year from 2027 through 2030, and she has voting and dividend rights on all of those shares immediately, including the unvested portion. The 24,828-share award will vest on January 1, 2029 based on achieving specified total shareholder return goals, and carries no dividend rights until it has vested.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Steffens Gina M.

(Last) (First) (Middle)

450 SOUTH ORANGE AVE

SUITE 900

(Street)

ORLANDO FL 32801

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NNN REIT, INC. [ NNN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/17/2026	02/17/2026	A		5,320(1)	A	$44.34	64,963	D
Common Stock	02/17/2026	02/17/2026	A		24,828(2)	A	$44.34	89,791	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares will vest 25% annually beginning 2027 through 2030. The Reporting Person has voting and dividend rights on all of these shares, including unvested shares.

2. Shares will vest on January 1, 2029 based upon achieving certain total shareholder returns. The Reporting Person has no dividend rights on these shares until the shares have vested.

	/s/ Gina M. Steffens	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did NNN EVP Gina M. Steffens report on this Form 4?

Gina M. Steffens reported receiving two equity awards of NNN REIT common stock, totaling 30,148 shares. These are compensation grants, not open-market purchases, and they vest over several years based on time and performance conditions disclosed in the filing.

How many NNN REIT (NNN) shares were granted to Gina M. Steffens and at what price?

Gina M. Steffens received 5,320 shares and 24,828 shares of NNN REIT common stock, both recorded at $44.34 per share. The price reflects the award’s reference value, not cash paid by the executive in an open-market transaction.

What are the vesting terms for Gina M. Steffens’ 5,320-share NNN REIT award?

The 5,320-share award vests 25% annually from 2027 through 2030. Steffens has full voting and dividend rights on these shares immediately, including the unvested portion, aligning her interests with shareholders over the four-year vesting period.

How does the 24,828-share performance award for NNN’s Gina M. Steffens vest?

The 24,828-share performance award vests on January 1, 2029, contingent on achieving certain total shareholder return targets. Until vesting, Steffens has no dividend rights on these shares, so realized value depends on future performance against the stated criteria.

Does Gina M. Steffens have voting and dividend rights on all newly granted NNN shares?

For the 5,320-share grant, Steffens has both voting and dividend rights immediately, including unvested shares. For the 24,828-share performance grant, she has no dividend rights until the shares vest in 2029, though the filing does not restrict voting rights for that award.

Are Gina M. Steffens’ NNN REIT share awards open-market purchases or compensation grants?

Both transactions are coded as awards under transaction code “A,” indicating grants or other acquisitions, not open-market purchases. They represent equity compensation with specified vesting schedules and performance conditions rather than discretionary buying of shares in the market.