Executive at NNN REIT (NNN) reports stock awards and restricted share forfeiture

Rhea-AI Filing Summary

NNN REIT, INC. executive Michelle Lynn Miller, EVP and Chief Accounting & Technology Officer, reported a mix of stock awards and a forfeiture of common shares. On February 17, 2026, she acquired 4,067 and 18,981 shares of common stock as grant or award acquisitions valued at $44.34 per share. After these awards, her direct holdings rose to 104,798 shares before a subsequent disposition.

The filing also shows a disposition of 6,981 common shares to the issuer at a stated price of $0.00, leaving her with 97,817 directly held shares. Footnotes explain that some awarded shares vest 25% annually from 2027 through 2030 with voting and dividend rights from grant, while others vest on January 1, 2029 based on total shareholder return and do not carry dividend rights until vesting. Additional restricted shares were forfeited because certain conditions were not met.

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

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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^*

Miller Michelle Lynn

(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,Chief Acctg & Tech Officer

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		4,067(1)	A	$44.34	85,817	D
Common Stock	02/17/2026	02/17/2026	A		18,981(2)	A	$44.34	104,798	D
Common Stock	02/17/2026	02/17/2026	D		6,981(3)	D	$0	97,817	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.

3. Restriced shares forfeited as a result of cerain conditions not being met.

	/s/ Michelle Lynn Miller	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 transactions did NNN (NNN REIT, INC.) report for Michelle Lynn Miller?

The filing shows Michelle Lynn Miller reported two stock award acquisitions and one disposition on common stock. She received 4,067 and 18,981 shares as equity awards and disposed of 6,981 shares to the issuer, ending with 97,817 directly held shares.

How many NNN REIT (NNN) shares does Michelle Lynn Miller hold after these Form 4 transactions?

After the reported transactions, Michelle Lynn Miller directly holds 97,817 shares of NNN REIT common stock. This reflects the combination of new equity awards received and a disposition of 6,981 shares to the issuer on February 17, 2026.

What type of Form 4 transactions were reported for NNN executive Michelle Lynn Miller?

The Form 4 reports grant or award acquisitions and a disposition to the issuer in NNN REIT common stock. Two transactions are coded “A” for grants or awards, and one is coded “D” for a disposition to the issuer, all classified as non-derivative.

What are the vesting terms for the NNN REIT stock awards to Michelle Lynn Miller?

Footnotes state that certain shares vest 25% annually from 2027 through 2030, with voting and dividend rights from grant. Another block vests on January 1, 2029 based on total shareholder return, and carries no dividend rights until those shares vest.

Why were some NNN REIT restricted shares forfeited in Michelle Lynn Miller’s Form 4?

The filing explains that restricted shares were forfeited because certain conditions were not met. This forfeiture is coded as a disposition to the issuer and is tied to performance or other criteria that governed the original restricted share awards.

At what reference price were Michelle Lynn Miller’s NNN stock awards valued?

Both reported grant or award acquisitions used a reference price of $44.34 per share. This value applies to the 4,067 and 18,981 common shares granted, providing an indicative grant-date fair value for the non-derivative equity awards reported in the Form 4.