UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

NNN REIT, Inc.

_____________________________________________________

(Name of Registrant as Specified in Its Charter)

______________________________________________________

(Name of Person(s) Filing Proxy Statements, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

NNN REIT, Inc.

450 South Orange Avenue, Suite 900

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:

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,

NNN REIT, INC.

450 South Orange Avenue, Suite 900

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:

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,

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 at

http://www.nnnreit.com/proxyvote

NNN REIT, INC.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Tel: 407-265-7348

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 at http://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

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.

In the event that any nominee(s) should be unable to accept the office of director, which is not anticipated, it is intended that the persons named in the Proxy will vote FOR the election of such other person in the place of such nominee(s) for the office of director as the Board of Directors may recommend.

Board Composition

Qualifications and Experience. The Governance and Nominating Committee believes that a complementary balance of knowledge, experience and capability will best serve the Company and its stockholders. The table below summarizes certain of the types of experience, qualifications, attributes and skills of each director nominee that the Board believes to be desirable because of their particular relevance to the Company’s business and structure.

Racial, Ethnic and Gender Diversity, Tenure and Age. In addition to maintaining Board diversity in experience, qualifications, attributes and skills, the Governance and Nominating Committee is committed to ensuring Board diversity including racial, ethnic and gender diversity. To ensure the Board has an appropriate balance of institutional knowledge and fresh perspectives, our Governance and Nominating Committee considers, among other factors, length of tenure and age when reviewing nominees. We have on-boarded five new independent directors in the past eight years, increasing the racial, ethnic and gender diversity of the Board as well as its breadth of experience, while also providing Board refreshment.

2023 Performance and Business Highlights

Our business strategy delivers consistent, sustainable growth in support of long-term value creation while maintaining a conservative balance sheet. In fiscal year 2023, we continued to grow operationally and deliver value to stockholders as highlighted below.

(1) For calculations of Core FFO per share, see page 8 of our Annual Supplemental Data furnished as Exhibit 99.2 to the SEC on February 8, 2024 which also includes a GAAP reconciliation of this non-GAAP measure.

Corporate Governance

General. We are currently managed by a nine-member Board of Directors that consists of Mses. Beall, Gulacsy and Holden and Messrs. Cosler, Fick, Fritsch, Habicht, Horn and Witherspoon, with Mr. Cosler serving as Chairperson of the Board from May 1, 2021 to present.

The Board of Directors has adopted a set of corporate governance guidelines, which, along with the written charters for the Board committees described below, provide the framework for the Board’s governance of the Company. Our corporate governance guidelines are available on our website at http://www.nnnreit.com.

Highlights of our corporate governance include:

Independence and Composition. Our corporate governance guidelines and the rules and regulations of the New York Stock Exchange ("NYSE"), which we refer to as the NYSE listing standards, each requires that a majority of the Board of Directors are “independent” directors, as that term is defined in the NYSE listing standards.

Leadership Structure. The Board of Directors has determined that Mses. Beall, Holden and Gulacsy and Messrs. Cosler, Fick, Fritsch and Witherspoon, representing a majority of the Board of Directors, qualify as independent directors (the “Independent Directors”) as that term is defined in the NYSE listing standards. The Board of Directors made its determination based on information furnished by all directors regarding their relationships with us and our affiliates and research conducted by management. In addition, the Board of Directors consulted with our

external legal counsel to ensure that the Board’s determination would be consistent with all relevant securities laws and regulations as well as the NYSE listing standards.

Our Board of Directors is led by a non-executive Chairperson of the Board. The Board of Directors believes that having its own leadership separate from our Chief Executive Officer provides the Board of Directors with an effective way to ensure that they are fully informed and have the opportunity to fully debate all important issues to fulfill their oversight responsibilities and hold management accountable for the performance of the Company. This also allows our Chief Executive Officer to focus his time on running our day-to-day business. Mr. Cosler has served as Chairperson of the Board since his election on May 1, 2021. In his role as Chairperson of the Board, Mr. Cosler presides over all meetings of the stockholders and directors, and reviews and approves Board meeting schedules, agendas, and information provided to the Board. In addition, Mr. Cosler presides as Chairperson when the Board meets in executive session and serves as the interface between the Board and the Chief Executive Officer in communicating matters discussed during the executive session.

Stockholder Engagement. We make ourselves available to stockholders and other capital providers. During 2023, the Company engaged and interacted with a significant number of our stockholders on a regular basis which allows management to stay abreast of various issues that are important to the investment community. Topics discussed include: business strategy, operating results and guidance, Board governance practices and ESG. As appropriate, the Company discusses these stockholder conversations with the Board of Directors and/or committees.

Risk Oversight. Our management is responsible for managing the day-to-day risks associated with our business. The Board of Directors, however, provides oversight of our affairs for the benefit of our stockholders, and among its primary responsibilities, in accordance with our corporate governance guidelines, is overseeing management's competent and ethical operation of the Company, reviewing and approving the Company's business plans and corporate strategies, and adopting and evaluating policies of corporate and ethical conduct and governance. Implicit in these duties is risk oversight, the primary responsibility of which has been delegated to the Board’s Audit Committee. Among the significant risks that we oversee are operational risk, legal and regulatory compliance risk, financial risk, including credit risks, interest rate risk, market risk, and liquidity risk, and privacy and data security risk. The Audit Committee reviews with management annually, or more frequently as the Audit Committee deems necessary, significant risks and discusses guidelines and policies that management has implemented, and other steps management has taken to minimize such risks to the Company.

While the primary responsibility has been delegated to the Audit Committee, the Governance and Nominating Committee and the Compensation Committee separately consider risks within their area of responsibility. Further, each director may consult with management at any time and is encouraged to discuss with management any questions such director may have.

With respect to risks related to compensation matters, our management, together with the Compensation Committee, reviewed our compensation policies and practices for our associates in order to determine whether they are reasonably likely to have a material adverse effect on the Company. We believe that our compensation policies and practices do not promote unreasonable risk-taking behavior and are not reasonably likely to have a material adverse effect based on the following factors:

Given these factors, we believe we have mitigated potential short-term excessive risk-taking and aligned compensation with increasing long-term stockholder value.

Meetings and Attendance. Our corporate governance guidelines provide that it is the responsibility of individual directors to make themselves available to attend scheduled and special Board meetings on a consistent basis. All of the eligible directors were in attendance for all Board of Directors meetings in 2023 and for the 2023 annual meeting of the Company’s stockholders. Non-management members of the Board of Directors met in an executive session

four times in the fiscal year ended December 31, 2023. These sessions were presided over by Mr. Cosler in his capacity as Chairperson.

Interested Party Communications. The Board of Directors has adopted a process whereby stockholders and other interested parties can send communications to our directors. Anyone wishing to communicate directly with one or more directors may do so in writing addressed to the director or directors, c/o NNN REIT, Inc., 450 South Orange Avenue, Suite 900, Orlando, Florida 32801, attention: Secretary of the Company. All correspondence will be reviewed by the Secretary of the Company and forwarded directly to the addressee so long as, in the Secretary’s discretion, such correspondence is reasonably related to protecting or promoting legitimate interests of interested parties or the reliability of the financial markets.

Incentive-Based Compensation Policy. On August 17, 2023, the Board adopted an Incentive-Based Compensation Recoupment Policy to comply with NYSE recoupment policy requirements. Our recoupment policy generally provides, subject to certain exceptions, that if we are required to prepare a restatement of our financial statements owing to material error, we will recover from our executive officers any incentive-based compensation that was awarded in excess of the amount that otherwise would have been awarded based on the restated financial statements. The recovery period is the three completed fiscal years immediately preceding the date that the Compensation Committee concludes that we are required to restate our financial statements. Incentive-based compensation includes any compensation that is earned based on the attainment of a financial reporting measure of the Company and any other equity-based compensation.

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

We are focused on achieving success for our stockholders, providing a world-class working environment for our associates, enriching our community and preserving environmental resources. We operate our business in accordance with the highest ethical standards and strive to have class-leading corporate governance standards. Holding ourselves to such standards is critical to the long-term success of our stockholders, associates, and community.

In 2022 we created a Sustainability Team which reports directly to the Executive Vice President, General Counsel and Secretary, with direct oversight by the Governance and Nominating Committee of the Board of Directors. The

Sustainability Team is comprised of a group of associates from a broad spectrum of seniority level and departments of the Company, including but not limited to human resources, legal, asset management, lease administration, accounting, underwriting and acquisitions. The team has both internal and external projects, including, but not limited to engaging with our tenants on environmental data collection and property level sustainability.

Human Capital Development. As of January 31, 2024 the Company employed 82 associates. Our success is dependent upon the dedication and hard work of our talented associates. Our associates are true experts in their fields. We encourage continued professional and personal development of all associates by providing hundreds of hours of in-person and online training opportunities that touch all aspects of our business. We also have associate mentoring and training programs and formalized talent development programs at all levels of the Company. The success of our commitment to our associates is shown in the long tenure of our associates. Our executive team, our department heads, and our senior managers average over 19 years of experience with the Company. In addition, 46% of our associates have been with the Company for 10 years or longer. The institutional knowledge and long tenure of our associates is a true competitive advantage of the Company. In addition, the Company's gender composition is 58% female and 42% male. We have adopted a Human Capital Policy which is available on our website at http://www.nnnreit.com. The Company is one of only 19 REITs included in the 2023 Bloomberg Gender-Equality Index ("GEI"), a reference index that tracks the financial performance of public companies committed to disclosing their efforts to support gender equality through policy development, representation and transparency.

Total Rewards, Benefits & Work-Life Balance. The Company also focuses on additional benefits for our associates in an effort to make sure our associates are not only well compensated but also engaged, developed and satisfied with their work-life balance. There are six key elements to our total rewards system: Compensation, Benefits, Wellness, Work-Life Balance, Professional Development and Recognition. Our programs include but are not limited to a 401(k) plan with a company match, flexible work schedules, college saving plans, educational assistance program, adoption benefits, flexible spending and health saving accounts, health and wellness events, and access to a state-of-the-art online wellness platform. In the spirit of work-life balance, the Company provides eligible employees with paid parental leave to enable employees to care for and bond with the employee’s child after birth or adoption. Each week of paid parental leave is compensated at 100% of the employee’s regular rate of pay. We actively monitor employee engagement and we conducted several anonymous associate engagement surveys in 2021, 2022 and 2023. We have taken a variety of actions and made a variety of initiatives based on the results of such surveys, including but not limited to, an expanded remote work policy, expanded associate recognition programs and other health and wellness programs. We intend to conduct additional anonymous associate engagement surveys in the future. The Orlando Business Journal included the Company among the 79 companies in Central Florida named to its list of “2023 Best Places to Work”. The Company was chosen for maintaining engaging work environments, offering great benefits, perks and career development opportunities.

Community Service and Partnerships. We care about the communities in which we live and work. We stand behind our commitment to improving education, strengthening neighborhoods, and encouraging volunteer service. We actively promote volunteering by our associates. We organize and sponsor specific volunteer days throughout the year at various charities, including Ronald McDonald House of Central Florida. Associates are encouraged to volunteer on work days during work hours for these events. In addition to our donation of time, we also are a meaningful financial investor in numerous charities in the Central Florida community, including the Boys & Girls Clubs of Central Florida and Elevate Orlando (a teacher mentor program for high risk urban youth that helps young women and men graduate high school with a plan for the future).

Environmental Practices and Impact. As an owner of a large number of properties throughout the United States it is important to the Company to be a good steward of the environment which we demonstrate in a variety of ways both at our headquarters and at our properties across the country. Many of our tenants have programs that address environmental stewardship of the properties they occupy and control. Ten of our top tenants, composing 23.3% of our annual base rent, have publicly reported on ESG and Sustainability programs: 7-Eleven, Mister Car Wash, Dave

& Buster’s, BJ’s Wholesale Club, Walgreens, Wendy’s, Life Time Fitness, Best Buy, KFC (YUM! Brands), and Sunoco.

Our Headquarters. Our headquarters is located in a building that meets the Environmental Protection Agency's ("EPA") strict energy performance standards to achieve ENERGY STAR® certification. As stated by the EPA, on average, ENERGY STAR certified buildings use 35% less energy and generate 35% fewer greenhouse gas emissions than typical buildings. In order to receive this designation, the following criteria must be met:

Furthermore, we encourage a culture of environmental preservation and efficient usage of environmental resources throughout the company by supporting the following green initiatives:

We have located our headquarters where our associates can reduce their carbon footprint by using the following green transportation programs: (i) electric charging stations and designated parking spaces for hybrid vehicles, (ii) bicycle storage lockers as well as bike racks, (iii) electric commuter bike and scooter rental stations, and (iv) free commuter bus for travel throughout downtown Orlando.

Our Portfolio of Properties. The properties in our portfolio are generally leased to our tenants under long-term triple net leases with typical lease terms of 30 to 40 years including base and option terms which gives our tenants exclusive control over the ability to institute energy conservation and environmental management programs at our properties. The majority of our tenants are large companies with sophisticated conservation and sustainability programs designed to conserve environmental resources and limit the impact of the use of our properties on the environment, through, among other initiatives, the implementation of green building and lighting standards, emissions reduction programs and recycling programs. Our leases generally require the tenants to fully comply with

all environmental laws, rules and regulations, including any remediation requirements. Our risk management associates actively monitor any environmental conditions on our properties to make sure that the tenants are meeting their obligations to remediate and/or mitigate any open environmental matters. Our property acquisition process includes obtaining an environmental assessment from a licensed environmental consultant to understand any environmental risks and liabilities associated with a property and to ensure that the tenant will address any environmental issues. Furthermore, we maintain a portfolio environmental insurance policy that covers substantially all of our properties for certain environmental risks.

When possible under our triple-net leases, we engage with our tenants to promote environmental best practices on our properties, including discussions regarding the following: (i) environmental sustainability and recycling requirements, (ii) energy efficiency requirements, including ENERGY STAR requirements, and EPA Water Sense program requirements, (iii) environmental conservation and green building requirements, in accordance with industry best practices, and (iv) energy usage reporting requirements. Furthermore, our form leases contain "green lease clauses" which we encourage tenants to accept during negotiations to require the tenants to report energy usage and emissions. With the updates discussed above along with others that have been made to the Company’s form leases, the Company was awarded Green Lease Leader silver recognition. We also have over 300 tenants who are currently required to send the Company sustainability data and we anticipate this number increasing as we continue to utilize the updated form lease.

Climate Preparedness. We regularly monitor the status of impending natural disasters and the impact of such disasters on our properties. In the substantial majority of leases our tenants are required to carry full replacement cost coverage on all improvements located on our properties. For those properties located in a nationally designated flood zone, we typically require our tenants to carry flood insurance pursuant to the federal flood insurance program. For those properties located in an area of high earthquake risk, we strongly encourage, and in some cases require that our tenants carry earthquake insurance above what is generally covered in an extended coverage policy. In addition, we also carry a contingent extended coverage policy on all our properties which also provides coverage for certain casualty events, including fire and windstorm. In cases where our tenants do not provide coverage, or if a property is vacant, the Company carries the necessary direct insurance coverage.

Some of the highlights of the Company's ongoing commitment to being a good and ethical corporation include the following actions taken by the Company:

Audit Committee

General. The Board of Directors has established an Audit Committee, which is governed by a written charter, a copy of which is available on our website at http://www.nnnreit.com. Among the duties, powers and responsibilities of the Audit Committee as provided in its charter, the Audit Committee:

Governance and Nominating Committee

General. The Board of Directors has established a Governance and Nominating Committee, which is governed by a written charter, a copy of which is available on our website at http://www.nnnreit.com. As provided in the Governance and Nominating Committee charter, the Governance and Nominating Committee:

Compensation Committee

General. The Board of Directors has established a Compensation Committee, which is governed by a written charter, a copy of which is available on our website at http://www.nnnreit.com.

Our executive compensation programs and philosophy are described in greater detail under the section entitled “Compensation Discussion and Analysis.”

Independence and Composition. The NYSE listing standards require that the Compensation Committee consist solely of independent directors. The Board of Directors, upon the unanimous recommendation of the Governance and Nominating Committee, has determined that all current members of the Compensation Committee are “independent” as that term is defined in the NYSE listing standards.

Independent Third-Party Compensation Consultants. The use of independent third-party consultants provides additional assurance that our executive compensation programs are reasonable, consistent with Company objectives, and competitive with executive compensation for companies in our peer group. The Company has retained Pearl Meyer as an independent third-party consultant since 2012. Pearl Meyer reports directly to the Compensation Committee, provides no other services to the Company, and regularly participates in committee meetings. The Compensation Committee annually assesses the independence of Pearl Meyer pursuant to the applicable SEC rules and again concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent advisor to the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is or was previously an officer or employee of the Company, and no executive officer of the Company serves on the board of directors of any company at which any member of the Compensation Committee is employed.

Director Compensation

The Compensation Committee periodically reviews the non-employee director compensation program, with the assistance of its independent consultant, to ensure it remains sufficiently competitive to attract and retain high caliber and experienced Board members. In doing so, consideration is given to director pay practices and values for comparable organizations, including the same industry peer group used in the review of executive compensation for named executive officers. Following a Pearl Meyer study conducted in May 2023 which found that total compensation levels and total Board costs for our directors were below the 50th percentile (or "median") of industry peers (as identified in the "Executive Compensation - Compensation Discussion and Analysis - Benchmarking" section of this proxy), the Compensation Committee approved certain changes to the non-employee director pay program, effective July 1, 2023. The following table summarizes the non-employee director compensation program:

Retainer values for board and committee service, and the Board Chair premium retainer value have been in effect since July 1, 2023. Non-employee directors may elect to receive up to $80,000 of their annual board compensation in the form of cash, with the remainder paid in shares of the Company’s common stock. All retainers are paid on a quarterly basis. Committee retainers may be paid in cash or stock at the election of the non-employee director.

The following table shows the compensation paid to our non-employee directors during fiscal year 2023:

Pursuant to our corporate governance guidelines, each of our non-employee directors is required to own Common Stock equivalent to three times the annual total board compensation (including both the cash and equity components) within five years of becoming a board member. The Compensation Committee reviews progress toward meeting these ownership requirements annually, and each of the nominees that has served on the Board of Directors for the requisite number of years exceeds the ownership requirements.

A Deferred Fee Plan was established by the Company for the benefit of its directors and their beneficiaries. A director may elect to defer all or part of his or her director’s fees to be earned in any calendar year by filing a

deferred fee agreement with the Company no later than December 15 of the previous year. A director has the option to have deferred fees paid in cash, in shares of Common Stock or in a combination of cash and Common Stock. If the director elects to have the deferred fees paid in stock, the number of shares allocated to the director’s stock account is determined based on the market value of the Common Stock on the trading day preceding the date the deferred director’s fees were earned. A director is entitled to receive the vested portion of the amounts credited to his or her deferred fee account at the time specified in such director’s fee agreement.

The following table sets forth fees deferred into shares of Common Stock, as well as dividends earned on the deferred shares by directors under the Deferred Fee Plan.

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

Our directors, as well as our officers and employees, are also governed by our Code of Business Conduct, an Insider Trading Policy, and Anti-Corruption Policy, all of which are available on our website at http://www.nnnreit.com. Amendments to, or waivers from, a provision of the Code of Business Conduct that applies to our directors, executive officers or employees will be posted to our website within four business days following the date of such amendment or waiver.

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any previous or future filings under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act except to the extent that the Company incorporated it by specific reference.

Management is responsible for the Company’s financial statements, internal controls and financial reporting process. The independent registered public accounting firm is responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States of America and to issue a report thereon. The Audit Committee’s responsibility is to monitor and oversee these processes. The Audit Committee is governed by a charter, a copy of which is available on our website at http://www.nnnreit.com. The Audit Committee charter is designed to assist the Audit Committee in complying with applicable provisions of the Exchange Act and the NYSE listing standards, all of which relate to corporate governance and many of which directly or indirectly affect the duties, powers and responsibilities of the Audit Committee.

Review and Discussions with Management and Independent Registered Public Accounting Firm. In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, and the Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee has discussed with the independent auditor the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC.

The Company’s independent registered public accounting firm also provided to the Audit Committee the written disclosures and letter required by applicable requirements of PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence. The Audit Committee has reviewed the original proposed scope of the annual audit of the Company’s consolidated financial statements and the associated fees and any significant variations in the actual scope of the audit and fees.

Conclusion. Based on the review and discussions referred to above, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC.

AUDIT COMMITTEE

David M. Fick, Chairperson

Pamela K. M. Beall

Elizabeth C. Gulacsy

Betsy D. Holden

Kamau O. Witherspoon

Executive Officers

Our executive officers for fiscal year 2023 are listed below.

(1) Mr. Tessitore retired from the Company effective January 1, 2024.

(2) Ms. Steffens was not a NEO for 2023.

The backgrounds for Mses. Miller and Steffens and Messrs. Tessitore and Adamo are set forth below. The backgrounds of Messrs. Habicht and Horn are described above at “PROPOSAL 1 - ELECTION OF DIRECTORS - Nominees.”

Michelle L. Miller, age 55, currently serves as Execute Vice President and Chief Accounting and Technology Officer since January 2024 and previously served as Executive Vice President and Chief Accounting Officer since March 2016. She joined the Company in 1999 and currently leads the accounting department as well as oversees financial reporting, forecasting, lease administration and information technology. Prior to 1999, Ms. Miller worked as a Senior Manager with KPMG and focused primarily on real estate and financial institutions. She is a CPA and received her B.S. in Accounting and Finance from Florida State University in 1991. Ms. Miller is a member of the American Institute of CPAs, the Florida Institute of CPAs, Nareit and ICSC.

Jonathan A. Adamo, age 45, currently serves as Executive Vice President, Portfolio Operations since August 2023. Mr. Adamo oversees Asset Management, Leasing, Underwriting, Dispositions, and Development Financing functions of the Company. Mr. Adamo joined the Company in 2003 and has served in various roles from Senior Vice President of Acquisitions to Financial Analyst. Mr. Adamo received his B.S. in International Business from Rollins College and MBA from the Crummer Graduate School of Business. Mr. Adamo is a member of ICSC.

Christopher P. Tessitore, age 56, served as Executive Vice President of the Company from January 2007, as General Counsel from February 2006 and as Secretary from May 2006 until his retirement effective as of January, 1 2024. Mr. Tessitore previously served as Senior Vice President and Assistant General Counsel of the Company from 2005 to 2006. Prior to March 2005, Mr. Tessitore was a shareholder at the law firm of Lowndes, Drosdick, Doster, Kantor & Reed, P.A., where he specialized in real estate acquisition, development and finance, as well as general business law. He is a member of ICSC, Nareit, and the Association of Corporate Counsel.

Gina M. Steffens, age 46, was appointed by the Company to succeed Mr. Tessitore as Executive Vice President, General Counsel and Secretary effective November 30, 2023. Prior to joining the Company, Ms. Steffens served as the Chief Executive Officer and Chief Legal Officer of a privately held food and agricultural company, following progressive leadership roles as General Counsel at Real Capital Solutions, a real estate development company, as Assistant General Counsel and Senior Director at Vail Resorts Management Company (NYSE: MTN), and as Senior Counsel and Director at Regency Centers Corporation (NYSE: REG). Ms. Steffens’ prior experience includes associate positions at the law firms Foley & Lardner, LLP and Lowndes Drosdick Doster Kantor & Reed, P.A. Ms. Steffens is a graduate of the University of Florida and earned her JD from The George Washington University Law School. Ms. Steffens has served as the President of the Board of Directors of a public charter school since 2019 and is currently a member of ICSC, Nareit and the Association of Corporate Counsel. Ms Steffens is not a NEO for 2023.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Executive Summary

We design our executive compensation program to attract and retain talented and experienced executive officers and to reinforce key business objectives in support of long-term value creation. Our Compensation Committee (for purposes of this discussion, the "Committee") seeks to provide compensation that is not only competitive relative to our peer group, but also structured to align our executives’ short-term and long-term interests with the interests of our stockholders. Accordingly, the Committee seeks to incentivize our executive officers and emphasize pay-for-performance by basing a significant portion of compensation on the achievement of critical success factors. The primary elements of our total compensation program for our named executive officers ("NEOs") include base salary, annual cash incentives and long-term equity-based incentives. We have designed a compensation program that makes a substantial percentage of executive pay variable, subject to increase and decrease based on actual versus planned corporate performance and TSRs relative to our peers. In addition, executive officers are subject to market competitive stock ownership guidelines which further align executive interests with stockholders.

Executive Compensation Program. In 2023, the Committee approved an executive compensation program for our NEOs consisting primarily of base salaries, annual incentive award opportunities and long-term incentive award opportunities. Annual incentives were tied to (i) the achievement of certain increased core funds from operations ("Core FFO") per share goals, excluding any impairments and executive retirement costs, (75% weighting), and (ii) a holistic assessment of contributions toward corporate strategic objectives and achievement of individual performance goals (25% weighting), which include certain ESG goals. Annual incentives are subject to downward adjustment if our debt leverage ratio exceeds a cap established by the Board. For 2023, the Committee approved long-term incentive compensation through grants of the following: (i) service-based restricted stock vesting ratably over four years (30% weighting), and (ii) performance-based restricted stock awards (or "performance shares"), the vesting of which is tied to the three-year relative TSR of the Company compared to a broad group of other REITs as of December 31, 2025 (70% weighting).

Mr. Adamo’s Promotion. In connection with his promotion to Executive Vice President, Portfolio Operations, Mr. Adamo entered into an employment letter with the Company and became a participant in the Executive Severance and Change of Control Plan (the “Executive Severance Plan”). Mr. Adamo’s employment letter and participation in the Executive Severance Plan became effective as of August 14, 2023. Under his employment letter, Mr. Adamo’s salary was increased to $315,000 upon assuming the role of Executive Vice President, Portfolio Operations. Additionally, he became eligible to participate in the annual and long-term incentive plans beginning in 2024 under the Company’s executive compensation program, with target award opportunities determined by the Committee. Mr. Adamo also received a one-time promotion grant of 10,000 service-based restricted shares upon assuming the role of Executive Vice President, Portfolio Operations, with 100% of shares vesting after a 3-year period. For a detailed discussion of the Executive Severance Plan, see "Potential Payments Upon Termination of Change of Control."

General Counsel Transition. In connection with the appointment of Ms. Steffens as Executive Vice President, General Counsel and Secretary effective November 30, 2023, Ms. Steffens entered into an employment letter with the Company and became a participant in Executive Severance Plan. Under her employment letter, Ms. Steffens salary is $425,000 and she will be eligible to participate in the annual and long-term incentive plan under the Company’s executive compensation program, with target award opportunities determined by the Committee. Ms. Steffens received a one-time promotion grant of 10,000 service-based restricted shares upon assuming the role of General Counsel and Secretary, with 100% of shares vesting after a 3-year period. For a detailed discussion of the Executive Severance Plan, see “Potential Payments upon Termination of Change of Control.”

Restricted Stock. Restricted stock grants are intended to provide our NEOs with a significant interest in the long-term performance of our stock. The Committee has elected to use awards of restricted stock instead of other equity awards, such as stock options, because, as a REIT, which pays a large portion of its annual earnings to stockholders in the form of dividends, we believe that restricted stock provides a better incentive and alignment of interest than stock options. The Committee has determined that our desired compensation objectives are better achieved by awarding a combination of performance-based and service-based restricted stock as opposed to granting stock options. The Company did not issue any stock options to its executive officers in 2023, and there are no outstanding stock options. Consistent with our pay for performance philosophy, 70% of the target long-term incentive award opportunity for our NEOs in 2023 was provided in the form of performance-contingent restricted stock grants.

2023 Business Results. The following are some of the highlights of our business results in 2023:

The common stock of NNN is currently traded on the NYSE under the symbol "NNN." Set forth below is a line graph comparing the cumulative total stockholder return on NNN's common stock, based on the market price of the common stock and assuming reinvestment of dividends, with the FTSE National Association of Real Estate Investment Trusts Equity Index ("FNER") and the S&P 500 Index ("S&P 500") for the five-year period commencing December 31, 2018 and ending December 31, 2023. The graph assumes an investment of $100 on December 31, 2018.

Comparison to Five-Year Cumulative Total Return

The common stock of NNN is currently traded on the NYSE under the symbol "NNN." Set forth below is a line graph comparing the cumulative total stockholder return on NNN's common stock, based on the market price of the common stock and assuming reinvestment of dividends, with FNER and the S&P 500 for the fifteen-year period commencing December 31, 2008 and ending December 31, 2023. The graph assumes an investment of $100 on December 31, 2008.

Comparison to Fifteen-Year Cumulative Total Return

2023 Compensation Highlights. The following are some of the highlights related to the 2023 compensation of our NEOs who served in their current roles throughout the year:

The Company believes these actions demonstrate the Committee’s commitment to aligning executive pay with performance, stockholder interests and long-term value creation.

2023 Say-on-Pay Voting Results

In 2023, we submitted our executive compensation program to an advisory vote of our stockholders (also known as “Say-on-Pay”). Approximately 97.7% of voting stockholders at the 2023 annual meeting approved our executive compensation program. The Committee considered such strong stockholder support as an endorsement of the Company’s executive compensation program and policies and the Committee intends to continue the pay-for-performance program that is currently in place in 2024. The Committee values the opinions of our stockholders and will continue to consider those opinions when making future executive compensation decisions.

Objectives of Compensation Program

We believe our success is largely attributable to the talent and dedication of our employees (whom we refer to as associates) and to the management and leadership efforts of our executive officers. Our goal is to establish a compensation program that will attract and retain talented corporate officers, motivate them to perform to their fullest potential, and align their long-term interests with the interests of our stockholders.

What Our Compensation Program is Designed to Reward and Other Policies

We believe that the most effective compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals, and which aligns executives’ interests with those of our stockholders by rewarding performance that meets or exceeds established goals, with the ultimate objective of improving stockholder value. Our Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior executive officers and that compensation provided to our executive officers is appropriately aligned with performance and key strategic objectives and remains competitive relative to the compensation paid to similarly situated executives of our peer companies. In making compensation decisions, the Committee considers the compensation practices and financial performance of REIT and other industry participants and from time to time receives assessments and advice regarding compensation practices from third party compensation consultants. In evaluating performance, the Committee considers quantitative and qualitative improvement in factors such as FFO per share based metrics, capital structure, absolute and relative stockholder returns, individual performance, and contribution to corporate goals and objectives. Additionally, the Committee takes into account our general performance, the executive officer’s past performance, the executive officer’s

anticipated performance and contribution to our achievement of our long-term goals, and the position, level and scope of the executive officer’s responsibilities.

We believe that our compensation program for executive officers, which includes the use of performance-based and service-based restricted stock awards, results in a significant alignment of interest between these individuals and our stockholders. Under our corporate governance guidelines, within five years of becoming a Covered Person, as defined by the Committee, executive officers are required to own our Common Stock (including service-based restricted stock but not counting unvested performance shares) equal to a minimum of five times annual base salary for the CEO and three times annual base salary for all other Covered Persons. The Committee reviews progress toward meeting these guidelines annually to confirm that each Covered Person exceeds the stock ownership guidelines. In addition, equity grants to NEOs do not include tax gross-up provisions, and the Committee does not intend to provide tax gross-ups on any future restricted stock grants to executive officers. Additionally, we have adopted a clawback policy for our executive officers to comply with NYSE recoupment policy requirements which provides that if the Company has a material restatement of financial results owing to material error, we will recover from our executive officers any incentive-based compensation that was awarded in excess of the amount that otherwise would have been awarded based on the restated financial statements Finally, we have adopted an anti-hedging policy that prohibits all employees, non-employee directors and executive officers from engaging in short sales of our securities, buying or selling puts or calls on our securities or otherwise engaging in hedging transactions (such as zero-cost dollars, exchange funds, and forward sale contracts) involving our securities.

Accounting and Tax Considerations

We have selected compensation elements that help us achieve the objectives of our compensation program and not because of preferential financial accounting or tax treatment. However, when awarding compensation, the Committee is mindful of the accounting impact of the compensation expense of each compensation element. In addition, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), places a limit of $1 million per year on the amount of compensation paid to certain of our executive officers that the Company may deduct from our federal income tax return for any single taxable year. The Committee believes that stockholder interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses. Therefore, the Committee has approved salaries and other awards for executive officers that were not fully deductible because of Section 162(m) and, in light of the repeal of the performance-based compensation exception to Section 162(m), expects in the future to approve additional compensation that is not deductible for income tax purposes.

Benchmarking

The Committee, with the assistance of Pearl Meyer, periodically reviews senior executive pay levels and practices disclosed by other comparable REITs to ensure that compensation opportunities provided to our NEOs remain competitive. For 2023, the Committee, determined that our Peer Group included Brixmor Property Group, Inc., Camden Property Trust, EPR Properties, Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Medical Properties Trust, Inc., Omega Healthcare Investors Inc., Realty Income Corporation, Regency Centers Corporation, Spirit Realty Capital, Inc., Tanger Inc. and W. P. Carey, Inc. (collectively, the “Peer Group”).

The Peer Group for the 2023 market pay analysis consisted of 13 publicly-traded REITs, most of which have investment-grade credit ratings, operating across a variety of property sectors, with a primary focus on the retail sector, recognizing that the Company competes with REITs across all property sectors for capital and executive talent. Relative to the Peer Group, the Company’s net operating income was between the 25th and 50th percentile and equity market capitalization as of December 31, 2023 were between the 50th and 75th percentile values. In determining 2023 pay opportunities for executive officers, the Committee considered the compensation of our NEOs as compared to the compensation of NEOs of companies in our Peer Group. Pearl Meyer provided the Committee with a detailed analysis of the compensation of our executive officers as compared to the executive officers of companies in our Peer Group, with the overall objective of providing target total pay opportunities comparable to those provided by industry peers, and actual pay that is directionally aligned with performance relative to peers. As of December 31, 2023, our total return to stockholders was between the peer group 25th and 50th percentile over one-year and three-year periods and slightly below the 25th percentile over the five-year period.

We believe that our compensation, benchmarked against our Peer Group, provides an appropriate mix of fixed and variable pay, balances short-term operational performance with long-term stockholder value creation, and encourages executive recruitment and retention. The Committee compared base salary and total compensation for our executive officers against the Peer Group, generally focusing on targeting aggregate total pay opportunities at or near 50th percentile market values. Compared with the Peer Group, and excluding Mr. Adamo, 2023 target total

direct compensation (sum of base salary plus target annual cash incentive plus target long-term incentives) was within a competitive range (defined as +/- 15%) of the Peer Group 50th percentile values for each of our current NEOs other than Mr. Horn, who was below the range due to the Committee's planned multi-year phase-in of market adjustments.

2023 Executive Compensation Components and How They Relate to Our Objectives

For the fiscal year ended December 31, 2023, base salary, annual cash incentives, cash bonus, and long-term equity-based incentives were the principal components of compensation for the NEOs. Executives also receive certain benefits and other perquisites. We believe that these compensation components provide an appropriate mix of fixed and variable pay, balance short-term operational performance with long-term stockholder value, and encourage executive recruitment and retention. Excluding Mr. Adamo, the target aggregate total direct compensation mix for our NEOs in 2023 was 19% base salary, 24% short term incentive (STI or bonus) and 57% long-term incentive (LTI) compensation which is comparable with the Peer Group 50th percentile target compensation mix.

The differences in the target amounts and mix of compensation awarded to the NEOs are primarily a result of comparing each executive's compensation against corresponding market values for industry peers and giving consideration to differences in position and responsibilities among the Company’s NEOs. The responsibilities for each named executive officer during the fiscal year 2023 were as follows: (i) Mr. Horn, our President and Chief Executive Officer was responsible for managing our acquisition and disposition department, and in addition, developing, defining, implementing and executing the Company’s corporate strategy, policies, mission, philosophy, goals and objectives; (ii) Mr. Habicht, our Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary, was responsible for overseeing all capital, forecasting, tax and corporate communication matters of the Company and assisting the corporate secretary with his duties; (iii) Mr. Tessitore, our Executive Vice President, General Counsel and Secretary, was responsible for overseeing all legal matters for the Company, human resources and ESG initiatives; (iv) Ms. Miller, our Executive Vice President and Chief Accounting Officer was responsible for overseeing SEC and financial reporting, lease compliance, information technology and payroll; and (v) Mr. Jon Adamo, our Executive Vice President, Portfolio Operations was responsible for overseeing all leasing activities, due diligence and property level analytics. Our Committee believes that the different levels of compensation provided to the NEOs are commensurate to the responsibilities of each executive.

Base Salary

The Committee sets and adjusts the base salaries of our NEOs based on the qualifications, experience, scope of responsibilities and past performance of each executive, the practices of and salaries awarded by our Peer Group,

and other factors deemed appropriate by the Committee. The Committee approved 2023 base salary increases for our NEOs, excluding Mr. Adamo, ranging from 4.8% to 10.3% (or 7.5% average). After these increases, 2023 base salaries for NEOs ranged from 82% to 104% of market median levels (90% of median levels in the aggregate). Upon assuming the role of EVP, Portfolio Operations in August 2023, Mr. Adamo received a 26% increase in base salary as part of a multi-year phase-in of market adjustment relating to his promotion. His resulting annualized salary of $315,000 remained well below a competitive range of the 50th percentile market value for his current role.

Annual Incentive Compensation

Cash Incentive Bonus. We believe that a significant portion of the compensation of the NEOs should be provided in the form of incentive compensation. For 2023, and excluding Mr. Adamo, the Committee approved annual cash incentive bonus opportunities based upon per share profitability subject to potential reductions in bonus amounts if balance sheet leverage rose above 50% (75% weighting) and holistic assessments of each NEO's contributions toward corporate objectives, as well as individual performance (25% weighting). Profitability was based on Core FFO per share, excluding impairments and executive retirement costs, ranging from $3.08 per share for "threshold" performance to $3.20 per share for "target" level performance to $3.32 per share for "maximum" performance. Each NEO's bonus opportunity for threshold, target and maximum performance is set forth in the table below. Straight-line interpolation is used to determine awards for results in between performance levels. The following tables represent the 2023 annual cash incentive bonus opportunities and actual earned awards for each NEO expressed as a percentage of base salary.

For the portion of award opportunities tied to per share profitability, and based on our actual 2023 Core FFO per share results of $3.26 per share (excluding any impairments and executive retirement costs) which was midway between target and maximum performance hurdles the Committee approved annual cash incentive bonus awards for NEOs equal to 150.0% of target, with payouts for this component ranging from 112.50% to 168.75% of base salary.

For the strategic / individual performance component, our NEOs were evaluated based on their contributions towards a series of shared corporate strategic objectives as well as individual performance goals related to their respective functions. Award determinations were based on holistic assessments by the Committee (along with input

from the President & Chief Executive Officer for his direct reports) of performance relative to pre-established corporate and individual objectives. Corporate strategic objectives for 2023 were as follows:

Each of these strategic objectives, except for the TSR goal, were fully met or exceeded in 2023. Our Core FFO was $3.26 per share (excluding any impairments and executive retirement costs), acquisitions totaled $819.7 million, G&A expense was $42.8 million based on target incentive compensation and excluding leasing transaction costs and executive retirements costs and our leverage ratio was 42.0%. Our 5-year annualized TSR as of December 31, 2023 of 2.5% was approximately at the 45th percentile for companies included in the NAREIT ALL Equity REIT Index over the past five years.

Based on these accomplishments, and excluding Mr. Adamo, the Committee approved awards for the strategic/individual objectives component ranging from 48.125% to 69.375% of base salary, and total combined payouts for our NEOs ranged from 162.500% to 238.125% of base salary. The Committee determined that these payments were consistent with the strong performance of the executive management team. All cash incentive awards, except for the cash incentive award for Mr. Tessitore, are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table ("SCT") below. Mr. Tessitore's annual cash incentive award is included within the "Bonus" column of the SCT below.

For 2023, Mr. Adamo was eligible for a pro rata cash incentive bonus based on his (i) individual performance goals prior to his promotion to Executive Vice President, Portfolio Operations in August 2023, and (ii) individual performance and contributions towards a series of shared corporate strategic objectives for five months as a NEO. For 2023, as a NEO, Mr. Adamo was eligible for a pro rata percentage of his bonus opportunity ranging from a threshold of 50.0%, a target of 100.0%, and maximum of 200.0% of his base salary, based on the same mix for other NEOs. Based on the Company's Core FFO results and an assessment of his individual performance and contributions towards shared strategic objectives, the Committee approved award funding at 156.25% of his pro rata target opportunity while serving as a NEO. For 2023, Mr. Adamo earned a total payout of $350,911, including a pro-rated award of $205,078 while serving as a NEO and $145,833 while serving in his prior role of SVP, Acquisitions.

Long-Term Incentive Compensation

For 2023, the Committee approved long-term incentive compensation opportunities for executive officers, provided through a 70% / 30% weighted target value mix of performance-based restricted stock and service-based restricted stock. Excluding Mr. Adamo, total target award opportunities for NEOs ranged from 115.0% to 450.0% of base salary, varying by position, as set forth in the table below.

Service-based restricted stock vests annually over a four-year period to enhance retention and promote long-term equity ownership. Performance-based restricted stock vests, if at all, at the end of three years on January 1, 2026, subject to the achievement of applicable performance goals. Vesting for TSR performance-based restricted stock is tied to our TSR relative to other companies in the NAREIT All Equity REIT Index for the three-year period ending December 31, 2025. The Committee chose this comparator group to allow for performance assessments within our applicable industry group, recognizing that we compete for investor capital with REITs across various property sectors. TSR includes stock price appreciation plus dividends over the three-year measurement period, with calculations for the Company and comparators based on ten-day average closing stock prices leading up to the start and end of the measurement period. Performance levels and corresponding award funding levels for 2023 performance-based restricted stock grants are summarized in the following table.

For performance-based restricted share grants, 25% of the corresponding target award opportunity is earned for threshold performance, 100% for target performance, and 200% for maximum performance. No performance-based shares are earned for results below the threshold level. Straight-line interpolation is used to determine awards for results in between performance levels.

The number of shares of service-based restricted stock and performance-based restricted stock granted was based on the average closing share price of our Common Stock for ten days prior to the grant date ($46.978 per share).

Accordingly, the Committee approved grants of service-based restricted stock and target grants of performance-based restricted stock to Messrs. Horn (23,708 service-based and 55,318 performance-based shares), Habicht (10,792 service-based and 25,182 performance-based shares), Tessitore (6,884 service-based and 16,063 performance-based shares), and Ms. Miller (2,350 service-based and 5,483 performance-based shares) as shown in the Grants of Plan-Based Awards table.

Upon Mr. Adamo's promotion to EVP, Portfolio Operations the Committee awarded Mr. Adamo a one-time promotion grant of 10,000 service-based restricted shares subject to a 100% cliff-vesting after 3-years.

Executive officers are entitled to receive dividends on unvested shares of service-based restricted stock. Dividends payable on performance-based restricted stock will accumulate and be payable to the executive officers only if and to the extent the shares vest. No tax gross-ups shall be paid to the executive officers on any service-based restricted stock nor on any performance-based restricted stock.

In 2021, the executive officers were granted a performance-based restricted stock award as part of the 2021 executive compensation plan. Vesting for this award was tied to TSR relative to all Equity REITs in the NAREIT Index for the three-year period ending December 31, 2023. The Company’s TSR during this period was at the 65.2th percentile compared to all Equity REITs in the NAREIT Index. As a result, executive officers earned approximately 160.8% of the target number of shares granted. These shares are included in the Outstanding Equity Awards at Fiscal Year End table because they did not vest until January 1, 2024.

Benefits and Other Perquisites

We provide benefits to our executive officers under the NNN REIT, Inc. Retirement Plan. We do not sponsor a defined benefit pension plan for our executive officers or any other associates. Our NEOs are eligible to receive, on the same basis as other associates, employer matching contributions under the plan. This allows our executive officers to save for retirement on a tax-deferred basis through the Code Section 401(k) savings feature of the plan, including Company-funded matching contributions based on the individual contributions of each executive officer.

Our NEOs are also eligible to participate in the other employee benefit and welfare plans that the Company maintains on similar terms as other associates who meet applicable eligibility criteria.

We do not consider perquisites to be a principal component of our executive officers’ compensation. Costs attributed to the perquisites and other personal benefits afforded to the named executive officers for the fiscal year ended December 31, 2023, are shown in the “Other Compensation” column of the SCT below.

We believe that the benefit and perquisite programs provided to our executive officers are reasonable and competitive with the benefits and perquisites provided to executive officers of other REITs, and are necessary to sustain a fully competitive executive compensation program.

COMPENSATION COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any previous or future filings under the Securities Act or the Exchange Act except to the extent that the Company incorporated it by specific reference.

The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, both filed with the SEC.

COMPENSATION COMMITTEE

Betsy D. Holden, Chairperson

Edward J. Fritsch

David M. Fick

Executive Compensation Tables

The following table shows total compensation paid or earned by the NEOs for the fiscal years ended December 31, 2023, 2022 and 2021.

Summary Compensation Table

The following table sets forth certain information with respect to grants of plan-based awards to the NEOs of the Company during or for the fiscal year ended December 31, 2023.

Grants of Plan-Based Awards