NNN Insider Kamau Witherspoon Converts Fees into 1.4K Shares

Rhea-AI Filing Summary

Form 4 filing: Director Kamau Omari Witherspoon of NNN REIT, Inc. (NYSE: NNN) reported an acquisition of company stock on 31 Jul 2025.

• Shares acquired: 1,399 common shares
• Transaction code: “A” – acquisition under the company’s deferred compensation plan
• Price per share: $42.10 (as reported)
• Post-transaction holdings: 18,405 shares held directly

The filing notes the shares represent deferred Board and Committee fees converted into stock units, indicating compensation alignment rather than an open-market purchase. No derivative securities were involved and no dispositions were reported. There are no amendments or group filings associated with this report.

Insights

Securities Analyst

TL;DR: Routine director share accrual; minimal market impact.

The 1,399-share addition increases Witherspoon’s direct stake to 18,405 shares, but the purchase stems from deferred board compensation instead of a discretionary buy, limiting its signaling power. The absolute dollar value (≈$59k) is immaterial relative to NNN’s $8 bn market cap, so trading sentiment should remain unchanged. Nonetheless, continued equity deferral aligns director incentives with shareholders.

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^*

Witherspoon Kamau Omari

(Last) (First) (Middle)

450 S. 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025	07/31/2025	A		1,399(1)	A	$42.1	18,405	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. Reflects the deferral under the Plan and conversion into stock units of compensation otherwise payable for Board and Committee services.

	/s/ Kamau Omari Witherspoon	08/01/2025
	** 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

How many NNN shares did Director Kamau Witherspoon acquire?

He acquired 1,399 common shares on 31 Jul 2025.

What was the price paid for the acquired NNN shares?

The Form 4 lists a price of $42.10 per share.

What is Witherspoon’s total NNN ownership after the transaction?

His direct holdings increased to 18,405 shares.

Was this an open-market purchase?

No. The shares reflect deferred board compensation converted into stock units.

Did the filing report any derivative securities or dispositions?

No derivative securities or share sales were reported in this Form 4.