CFO of NNN REIT (NYSE: NNN) receives 54,546-share stock awards

Rhea-AI Filing Summary

Chao Vincent H. reported acquisition or exercise transactions in this Form 4 filing.

NNN REIT, INC. Executive Vice President and Chief Financial Officer Vincent H. Chao received two stock awards of common stock, totaling 54,546 shares, on February 17, 2026 at a reference price of $44.34 per share.

One grant of 9,626 shares will vest 25% each year from 2027 through 2030, with full voting and dividend rights from grant. The other grant of 44,920 shares will vest on January 1, 2029 based on total shareholder return performance, and carries no dividend rights until the shares vest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Chao Vincent H.

Role EVP, Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	9,626	$44.34	$427K
Grant/Award	Common Stock	44,920	$44.34	$1.99M

Holdings After Transaction: Common Stock — 70,360 shares (Direct)

Footnotes (1)

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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Chao Vincent H.

(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 Financial 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		9,626(1)	A	$44.34	70,360	D
Common Stock	02/17/2026	02/17/2026	A		44,920(2)	A	$44.34	115,280	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/ Vincent H. Chao	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 stock awards did NNN (NNN) CFO Vincent H. Chao receive?

Vincent H. Chao received two common stock awards totaling 54,546 shares. One award covers 9,626 shares and the other 44,920 shares, both granted at a reference price of $44.34 per share as part of his executive compensation.

How do the new NNN (NNN) stock awards to the CFO vest?

The 9,626-share award vests 25% each year from 2027 through 2030. The 44,920-share award vests on January 1, 2029, contingent on achieving specified total shareholder return performance conditions set by the company.

Does the NNN (NNN) CFO have voting and dividend rights on these shares?

For the 9,626-share award, he has voting and dividend rights on all shares immediately, including unvested shares. For the 44,920-share award, he has no dividend rights until those shares vest, though vesting is tied to total shareholder return performance.

Are the NNN (NNN) CFO’s new shares open-market purchases or awards?

The transactions are stock awards classified as grants or other acquisitions, not open-market purchases. They are reported as awards of common stock under transaction code “A,” reflecting equity-based compensation rather than discretionary buying or selling in the market.

How many NNN (NNN) shares does the CFO hold after these awards?

The reported holdings after the awards include 70,360 shares associated with the 9,626-share grant and 115,280 shares associated with the 44,920-share grant. These figures reflect totals following each respective transaction as disclosed in the ownership details.