NNN REIT CEO gets new stock awards, forfeits shares

Rhea-AI Filing Summary

NNN REIT, INC. President & CEO Stephen A. Horn Jr. reported stock-based compensation awards and a forfeiture. He acquired 37,803 shares of common stock at $44.34 per share that will vest 25% annually from 2027 through 2030, with voting and dividend rights on all awarded shares, including unvested shares.

He also acquired 176,413 performance-based shares at $44.34 per share that will vest on January 1, 2029 based on achieving certain total shareholder returns; these carry no dividend rights until vesting. In a separate transaction, 70,421 restricted shares were disposed to the issuer after certain conditions were not met, leaving him with 855,903 directly owned shares.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Horn Stephen A JR

Role President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	37,803	$44.34	$1.68M
Grant/Award	Common Stock	176,413	$44.34	$7.82M
Disposition	Common Stock	70,421	$0.00	$0.00

Holdings After Transaction: Common Stock — 855,903 shares (Direct)

Footnotes (3)

1. F1. 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. F2. 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. F3. Restriced shares forfeited as a result of cerain conditions not being met.

FAQ

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

What did NNN (NNN) CEO Stephen A. Horn Jr. report in this Form 4?

Stephen A. Horn Jr. reported two stock awards and one forfeiture. He received time-based and performance-based common stock grants and forfeited previously restricted shares that did not meet required conditions, updating his directly owned stake in NNN REIT, INC.

How many NNN REIT (NNN) shares were granted to the CEO in this filing?

The CEO was granted 37,803 time-based shares and 176,413 performance-based shares of common stock. Both grants are reported at a reference price of $44.34 per share and vest over future years, subject to time and performance conditions described in the footnotes.

What are the vesting terms for Stephen Horn’s time-based NNN (NNN) stock award?

The 37,803 time-based shares will vest 25% annually from 2027 through 2030. He has voting and dividend rights on the full award immediately, including unvested shares, which means he participates in governance and dividends while vesting occurs over four years.

How do the performance-based NNN (NNN) shares for the CEO vest?

The 176,413 performance-based shares will vest on January 1, 2029, contingent on achieving certain total shareholder returns. Until vesting, Stephen Horn has no dividend rights on these shares, linking their ultimate value and income potential to long-term shareholder return performance.

Why were some of Stephen Horn’s NNN (NNN) restricted shares forfeited?

A total of 70,421 restricted shares were disposed to the issuer because certain conditions were not met. This reflects a forfeiture under the company’s award terms, reducing previously reported restricted holdings while new time-based and performance-based grants were recorded.

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

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Accepted by SEC EDGAR 02/18/2026 - 04:06 PM EST Learn about SEC filing dates

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^*

Horn Stephen A JR

(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)
	President & CEO

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		37,803(1)	A	$44.34	749,911	D
Common Stock	02/17/2026	02/17/2026	A		176,413(2)	A	$44.34	926,324	D
Common Stock	02/17/2026	02/17/2026	D		70,421(3)	D	$0	855,903	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/ Stephen A. Horn Jr.	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.