NNN REIT : 2024 Interactive Proxy Statement

Orlando, Florida 32801

Tel: 407-265-7348

_________________

To Our Stockholders:

You are cordially invited to attend the annual meeting of stockholders of NNN REIT, Inc. (the "Company") on May 15, 2024, at 8:30 a.m. local time, at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801. Enclosed for your review are the Proxy Card, Proxy Statement and Notice of Meeting for the Annual Meeting of Stockholders, which describe the business to be conducted at the meeting. The matters proposed for consideration at the meeting are:

• 1. The election of nine directors to serve for a term ending at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified;

• 2. A non-binding advisory proposal to approve the compensation of our named executive officers as described in this Proxy Statement; and

• 3. The ratification of the selection of our independent registered public accounting firm for the year ending

• December 31, 2024.

It is important that all shares of stock of the Company be represented at the meeting. If you cannot personally attend the meeting, we encourage you to ensure you are represented at the meeting by signing and dating the accompanying proxy card and promptly returning it in the enclosed envelope. You may also vote either by telephone (1-800-690-6903) or on the Internet (http://www.proxyvote.com). Returning your proxy card, voting by telephone or voting on the Internet will not prevent you from voting in person, but will assure that your vote will be counted if you are unable to attend the meeting. As always, the Company encourages you to vote your shares prior to the Annual Meeting.

Sincerely,

/s/ Stephen A. Horn, Jr.

Stephen A. Horn, Jr.

President and Chief Executive Officer

Orlando, Florida 32801

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 15, 2024

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of NNN REIT, INC. will be held at 8:30 a.m. local time, on May 15, 2024, at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801, for the following purposes:

• 1. The election of nine directors to serve for a term ending at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified;

• 2. A non-binding advisory proposal to approve the compensation of our named executive officers as described in this Proxy Statement; and

• 3. The ratification of the selection of our independent registered public accounting firm for the year ending

• December 31, 2024.

We will also transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 15, 2024, will be entitled to notice of and to vote at the annual meeting or at any adjournment thereof.

Stockholders are cordially invited to attend the meeting in person. PLEASE VOTE, EVEN IF YOU PLAN TO ATTEND THE MEETING, by completing, signing and returning the enclosed proxy card, by telephone (1-800-690-6903) or on the internet (http://www.proxyvote.com) by following the instructions on your proxy card. If you decide to attend the meeting you may revoke your Proxy and vote your shares in person. It is important that your shares be represented and voted.

By Order of the Board of Directors,

/s/ Gina M. Steffens

Gina M. Steffens

Executive Vice President, General Counsel and Secretary

March 22, 2024

Orlando, Florida

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING TO BE HELD ON MAY 15, 2024

Our Proxy Statement and our Annual Report to stockholders, which includes our Annual Report on Form 10-K, are available athttp://www.nnnreit.com/proxyvote

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Tel: 407-265-7348

PROXY STATEMENT

General. This Proxy Statement is furnished by the Board of Directors of NNN REIT, Inc. (the "Company") in connection with the solicitation by the Board of Directors of proxies to be voted at the annual meeting of stockholders to be held on May 15, 2024, and at any adjournment thereof, for the purposes set forth in the accompanying notice of such meeting. All stockholders of record at the close of business on March 15, 2024 (the "Record Date"), will be entitled to vote. It is anticipated that this Proxy Statement and the enclosed Proxy will be mailed to stockholders on or about April 2, 2024. The Proxy Statement and our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") will also be available on the Internet athttp://www.nnnreit.com/proxyvote.

When we use the words "we," "us," "our" or "Company," we are referring to NNN REIT, Inc.

Voting/Revocation of Proxy. If you complete and properly sign and mail the accompanying proxy card, it will be voted as you direct. If you are a registered stockholder and attend the meeting, you may deliver your completed proxy card in person. "Street name" stockholders who wish to vote at the meeting will need to obtain a proxy from the institution that holds their shares.

If you are a registered stockholder, you may vote by telephone (1-800-690-6903), or electronically through the Internet (http://www.proxyvote.com), by following the instructions included with your proxy card. If your shares are held in "street name," please check your proxy card or contact your broker or nominee to determine whether you will be able to vote by telephone or electronically.

Any proxy, if received in time, properly signed and not revoked, will be voted at such meeting in accordance with the directions of the stockholder. If no directions are specified, the proxy will be voted FOR each of Proposals I, II and III, contained herein. Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. A proxy may be revoked (1) by delivery of a written statement to the Secretary of the Company stating that the proxy is revoked, (2) by presentation at the annual meeting of a subsequent proxy executed by the person executing the prior proxy, or (3) by attendance at the annual meeting and voting in person.

Vote Required for Approval; Quorum. The nominees for director who receive a majority of the votes cast in person or by proxy at the annual meeting will be elected. A majority of the votes cast means the affirmative vote of a majority of the total votes cast "for" and "against" such nominee. For purposes of the election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote. As of the Record Date, March 15, 2024, 182,850,322 shares of the common stock of the Company (the "Common Stock") were outstanding, of which 182,197,522 shares entitled the holder thereof to one vote on each of the matters to be voted upon at the annual meeting. As of the Record Date, our executive officers and directors had the power to vote approximately 0.38% of the outstanding shares of Common Stock. Our executive officers and directors have advised us that they intend to vote their shares of Common Stock FOR each of Proposals 1, 2 and 3, contained herein.

The presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at a meeting of stockholders shall constitute a quorum.

Votes cast in person or by proxy at the annual meeting will be tabulated and a determination will be made as to whether or not a quorum is present. We will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence or absence of a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the stockholders. If a broker submits a proxy indicating that it does not have discretionary authority as to certain shares to vote on a particular matter (broker non-votes), those shares will not be considered as present and entitled to vote with respect to such matter. Broker non-votes with respect to the election of directors will have no effect on the outcome of the vote on that proposal.

YOUR VOTE AT THE ANNUAL MEETING IS VERY IMPORTANT TO US.

Solicitation of Proxies. Solicitation of proxies will be primarily by mail. We will bear the cost of soliciting proxies from our stockholders. In addition to solicitation by mail, our directors, officers, employees, and agents may solicit proxies by telephone, internet, or otherwise. These directors, officers, and employees will not be additionally compensated for the solicitation, but may be reimbursed for out-of-pocket expenses incurred in connection with the solicitation. Copies of solicitation materials will be furnished to brokerage firms, fiduciaries, and other custodians who hold shares of our Common Stock of record for beneficial owners for forwarding to such beneficial owners. We may also reimburse persons representing beneficial owners for their reasonable expenses incurred in forwarding such materials.

TABLE OF CONTENTS

PROPOSAL 1: ELECTION OF DIRECTORS .................................................................................................. 1

Nominees.......................................................................................................................................................... 8

Board Composition .......................................................................................................................................... 9

Corporate Governance ...................................................................................................................................... 9

Corporate Responsibility and Environmental, Social and Governance Matters (ESG) ................................... 13

Audit Committee .............................................................................................................................................. 18

Governance and Nominating Committee ......................................................................................................... 19

Compensation Committee ................................................................................................................................ 20

Compensation Committee Interlocks and Insider Participation ....................................................................... 20

Director Compensation ..................................................................................................................................... 21

Code of Business Conduct, Insider Trading Policy, and Anti-Corruption Policy ............................................ 22

AUDIT COMMITTEE REPORT ......................................................................................................................... 23

Executive Officers ........................................................................................................................................... 24

EXECUTIVE COMPENSATION ........................................................................................................................ 25

Compensation Discussion and Analysis ........................................................................................................... 25

COMPENSATION COMMITTEE REPORT ..................................................................................................... 38

Executive Compensation Tables ...................................................................................................................... 39

Summary Compensation Table ........................................................................................................................ 39

Grants of Plan-Based Awards .......................................................................................................................... 40

Outstanding Equity Awards at Fiscal Year End ............................................................................................... 41

Option Exercises and Stock Vested .................................................................................................................. 42

Equity Compensation Plan Information ........................................................................................................... 42

Potential Payments Upon Termination of Change of Control .......................................................................... 42

Pay Ratio .......................................................................................................................................................... 51

Pay versus Performance .................................................................................................................................... 51

PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION ................................................... 54 PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM .......................................................................................................................................... 55

SECURITY OWNERSHIP .................................................................................................................................... 57

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ............................................................... 58

OTHER MATTERS ............................................................................................................................................... 58

PROPOSALS FOR NEXT ANNUAL MEETING .............................................................................................. 59

ANNUAL REPORT ............................................................................................................................................... 61

i

PROPOSAL 1

ELECTION OF DIRECTORS

Nominees

Based on the recommendation of our Governance and Nominating Committee, the persons named below have been nominated by the Board of Directors of the Company (the "Board of Directors" or the "Board") for election as directors to serve until the next annual meeting of stockholders or until their successors shall have been elected and qualified.

In selecting the candidates to nominate for election as directors, the Governance and Nominating Committee's principal qualification is whether an individual has the ability to act in the best interests of the Company and its stockholders. The Governance and Nominating Committee endeavors to identify individuals to serve on the Board who have expertise that is useful to the Company and complementary to the background, skills and experience of other Board members. Each individual serving on the Board should be willing to devote the time necessary to carry out the responsibilities of a director of the Company. The Governance and Nominating Committee's assessment of the composition of the Board should include: (a) skills - business and management experience, real estate experience, accounting experience, finance and capital markets experience, and an understanding of corporate governance regulations and public policy matters, (b) character - ethical and moral standards, leadership abilities, sound business judgment, independence and innovative thought, and (c) composition - diversity and public company experience. The Governance and Nominating Committee measures the Board's composition by taking into account the entirety of the Board and the criteria listed above rather than having any representational directors.

Our Board views diversity in a broad sense, taking into consideration not only racial, ethnic and gender diversity, but also the mix of qualifications of our directors including tenure, experience levels and types of experience, including both industry and subject matter expertise. When considering board candidates, the Governance and Nominating Committee considers whether an individual would bring a diverse viewpoint to the Board, including with respect to the candidate's gender, race and ethnicity. The Governance and Nominating Committee has demonstrated its commitment to both diversity and board refreshment by adding five independent new directors to the Board over the past eight years, expanding the diversity of gender, race, and ethnicity of the Board. Recent Board refreshment has deepened the diversity of composition, thought and experience of the Board, adding fresh perspectives, and maintaining the effectiveness of the Board through the retirement of its long-serving members. Our Governance and Nominating Committee identifies potential director candidates through a variety of means, including recommendations from members of the Board and suggestions from Company management. Our Governance and Nominating Committee may also, in its discretion, engage director search firms to identify candidates.

The biographies below set forth each nominee's name, age, principal occupation or employment and directorships in other public corporations during at least the last five years, as well as the specific experience, qualifications, attributes and skills each nominee has acquired in such positions. Each of the nominees below have been recommended by the Governance and Nominating Committee and approved by the Board of Directors for inclusion on the attached proxy card.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE

NOMINEES DESCRIBED BELOW FOR ELECTION AS DIRECTORS.

Name and Age Pamela K. M. Beall Age: 67

EXPERIENCE

Ms. Beall has served as a director of the Company since August 2016. In April 2021, Ms. Beall was appointed to the board of directors of Nationwide Mutual Insurance Company, a Fortune 100 financial services company where she serves as a member of the Audit Committee and Sponsor and Customer Committee. She is an emeritus member of the board of trustees of the University of Findlay. Ms. Beall retired in 2021 from Marathon Petroleum Corporation (MPC) as Executive Vice President, Chief Financial Officer and as a member of the board of directors of MPLX GP LLC, a subsidiary of MPC, positions which she held from 2016 and 2014, respectively. MPLX GP LLC is the general partner of MPLX LP, a publicly traded master limited partnership, which owns and operates crude oil, refined products and natural gas logistics assets and processing operations.

Ms. Beall began her career with Marathon Oil Company (Marathon) in 1978 as an auditor. She then served as General Manager Treasury Services, at USX Corporation, a leading manufacturer of steel; Vice President and Treasurer at OHM Corporation, a leading environmental services provider and NationsRent, Inc., a construction equipment rental services company, and as a member of the boards of directors of System One Services, Inc. and Boyle Engineering. Ms. Beall rejoined Marathon in 2002, serving in areas of increasing responsibility, including as Director, Corporate Affairs; Organizational Vice President Business Development

- Downstream; Vice President of Global Procurement, and Vice President of Products, Supply, & Optimization. She served as MPC's Vice President, Investor Relations and Government & Public Affairs from 2011 to 2014, when she was named President of MPLX GP. She also served as Executive Vice President, Corporate Planning and Strategy of MPLX GP in 2016. Ms. Beall received a bachelor's degree in accounting from the University of Findlay and a master's degree in business administration from Bowling Green State University, is a non-practicing Certified Public Accountant, and she has attended the Oxford Institute for Energy Studies. Other public company directorships she has held include Tesoro Logistics GP, LLC (2018-2019).

Ms. Beall is the founder of Agriculture Energy Partners LLC a single member LLC engaged in consulting and investment in energy projects including renewal natural gas.

Steven D. Cosler Age: 68

Mr. Cosler has served as a director of the Company since August 2016 and Chairperson since May 2021. Mr. Cosler served as the CEO of Priority Healthcare, which was acquired by Express Scripts in 2005 and was lead director of Catamaran Corporation, which was acquired by United Healthcare in July 2015. Mr. Cosler currently serves on the boards of Imagine360, Liviniti and Eversana, all of which are Water Street Healthcare Partners portfolio companies, and privately held Medigi. He also serves on the board and is co-founder of Elevate Indianapolis, a non-profit organization.

David M. Fick Age: 66

Mr. Fick has served as a director of the Company since November 2010. Mr. Fick is an adjunct professor at the Johns Hopkins University Carey Business School where he teaches graduate-level Real Estate Finance, Capital Markets, and REIT Structuring and Analysis. He is President of Nandua Oyster Company, an aquaculture business he founded in 2007. Mr. Fick served as Managing Director at Stifel Nicolaus & Company, a successor to Legg Mason Wood Walker. In that position he headed Real Estate Research and was an analyst covering real estate investment trusts from 1997 to 2010. During this period he was also a member of the Legg Mason Real Estate Capital Investment Committee. Mr. Fick also served as Equity Vice President, Finance with Alex Brown Kleinwort Benson and LaSalle Partners from 1993 to 1995, and as Chief Financial Officer at Mills Corporation and Western Development Corporation from 1991 to 1994. Prior to that, he was a practicing CPA and consultant with a national accounting firm, specializing in the real estate industry. He is also a member of the National Association of Real Estate Investment Trusts ("Nareit"), and the American Institute of Certified Public Accountants, and is a non-practicing Certified Public Accountant. He is also a member of the Johns Hopkins University Carey Business School Real Estate Advisory Board and is an active investor in private real estate funds and partnerships.

Edward J. Fritsch Age: 64

Mr. Fritsch has served as a director of the Company since February 2012. After 37 consecutive years with Highwoods Properties, Inc., a publicly traded REIT (NYSE: HIW), Mr. Fritsch retired in September 2019 as President and Chief Executive Officer. Joining Highwoods in 1982, Mr. Fritsch was a partner in the predecessor firm which launched its initial public offering in 1994. In 2001 he was elected to the Board of Directors, in 2003 was named President, and in 2004, Mr. Fritsch assumed the role of Chief Executive Officer. Throughout his tenure as CEO, Highwoods averaged a total shareholder return of 12.8% per annum. Mr. Fritsch is a former member of the Nareit Board of Governors and served as its 2015-2016 national chair. In 2023 Nareit presented Mr. Fritsch with The Industry Leadership Award. Mr. Fritsch is an active investor in privately-held, commercial real estate development projects. He is currently a member of the following boards: University of North Carolina at Chapel Hill Foundation, University of North Carolina at Chapel Hill Real Estate Holdings, Dix Park Conservancy and Executive Committee, Cristo Rey Research Triangle High School, North Carolina Chamber of Commerce, Triangle Family Services, and the YMCA of the Triangle Board and Executive Committee.

Elizabeth C. Gulacsy Age: 50

Ms. Castro Gulacsy was appointed to the Board of Directors of the Company effective August 2022. Ms. Castro Gulacsy worked for SeaWorld Entertainment, Inc. (NYSE: SEAS) (now known as United Parks and Resorts, Inc. (NYSE: PRKS)) from 2013 to 2023, most recently providing CFO consulting and advisory services. Ms. Castro Gulacsy served as SeaWorld Entertainment's Chief Financial Officer & Treasurer from May 2021 to June 2022, Interim Chief Financial Officer & Treasurer and Chief Accounting Officer from April 2020 to May 2021 and Chief Accounting Officer from August 2017 to April 2020. Prior to that time Ms. Castro Gulacsy served as Vice President of Financial Reporting from 2016 to 2017, and Director of Financial Reporting from 2013 to 2016. Prior to joining SeaWorld Entertainment, from 2002 to 2013, Ms. Castro Gulacsy was at Cross Country Healthcare, Inc. (NASDAQ: CCRN), a publicly traded healthcare staffing company, where she most recently served as their Chief Accounting Officer and Corporate Controller. From 1997 to 2002, Ms. Castro Gulacsy worked for Ernst & Young LLP where she most recently served as Audit Manager.

Since July 2023, Ms. Castro Gulacsy has been an advisory board member of a privately-held investment firm which focuses on leisure real estate. From 2020 to 2022, Ms. Castro Gulacsy served on the audit committee for IAAPA, a non-profit global association for the theme park industry, and from 2018 to 2020, she served as a board member and Treasurer for the SeaWorld and Busch Gardens Conservation Fund, a non-profit private foundation supporting conservation projects. Ms. Castro Gulacsy is a graduate of the University of Florida with a Bachelor of Science in Accounting and a Masters of Accounting and is a licensed Certified Public Accountant. Ms. Castro Gulacsy is a member of the National Association of Corporate Directors, the Latino Corporate Directors Association and the Corporate Board Member Network. She has also earned the Professional Director designation from the American College of Corporate Directors and has earned the Diligent Institute Cyber Risk and Strategy Certification.

Kevin B. Habicht Age: 65

Mr. Habicht has served as a director of the Company since June 2000, as Executive Vice President and Chief Financial Officer of the Company since December 1993 and as Treasurer of the Company since January 1998. Mr. Habicht served as Secretary of the Company from January 1998 to May 2003. Mr. Habicht is a Certified Public Accountant and a Chartered Financial Analyst. Mr. Habicht is currently a member of the Board of Directors for the Boys & Girls Clubs of Central Florida.

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National Retail Properties Inc. published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 April 2024 13:59:05 UTC.