UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2025

NNN REIT, INC.

(exact name of registrant as specified in its charter)

Maryland		001-11290		56-1431377
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employment Identification No.)

450 South Orange Avenue, Suite 900, Orlando, Florida 32801

(Address of principal executive offices, including zip code)

(407) 265-7348

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	NNN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03.	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 13, 2025, the Board of Directors of NNN REIT, Inc. (the “Company”) approved the Sixth Amendment to the Third Amended and Restated Bylaws of the Company, which amended Article IV, Section I of the Company’s Third Amended and Restated Bylaws such that any Board committee may be comprised of one or more directors and to eliminate any requirements regarding the independence of directors who may serve on Board committees as such independence requirements are governed by rules and regulations of the Securities and Exchange Commission and the New York Stock Exchange. The Third Amended and Restated Bylaws of the Company, as amended, is filed with this report as Exhibit 3.2.

 

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits.

3.2			Third Amended and Restated Bylaws of the Registrant, as amended through the Sixth Amendment to the Bylaws, dated March 13, 2025.
104.1			Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NNN REIT, Inc.
Dated: March 18, 2025		By:		/s/ Kevin B. Habicht
				Kevin B. Habicht
				Executive Vice President and Chief Financial Officer