NNN REIT Inc美股招股说明书(2026-08-06版)

NNN REIT, Inc. Common Stock We have entered into an equity distribution agreement dated August6, 2026, with Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC,Citigroup Global Markets Inc., Jefferies LLC, Mizuho Securities USA LLC, Morgan Stanley& Co. LLC, Raymond James& Associates, Inc., RBCCapital Markets, LLC, TD Securities (USA) LLC and Truist Securities, Inc. (each an “agent”) and, as applicable, the “forward sellers” and “forwardpurchasers” (each as defined below). The equity distribution agreement relates to the offer and sale of up to 25,000,000 shares of our common stock(“shares”) from time to time. Upon entering into the equity distribution agreement, we simultaneously terminated the equity distribution agreement weentered into in connection with our prior at-the-market offering program established in August 2023. Under the equity distribution agreement, we may issue and sell shares from time to time through the agents acting as our sales agents, or directly to theagents acting as principals for their own account, in each case at a price agreed upon at the time of sale. Concurrently with entering into the equity distribution agreement, we also entered into separate master forward confirmations (collectively, the “MasterConfirmations”) with each of Wells Fargo Bank, National Association, Bank of America, N.A., Citibank, N.A., Jefferies LLC, Mizuho MarketsAmericas LLC, Morgan Stanley& Co. LLC, Nomura Global Financial Products, Inc., Raymond James& Associates, Inc., Royal Bank of Canada, TheToronto-Dominion Bank and Truist Bank (each, together with their respective agents or affiliates as applicable, the “forward purchasers”). Under theequity distribution agreement and the Master Confirmations, from time to time we may enter into a supplemental confirmation and other documentationwith a forward purchaser, which collectively we refer to as a forward sale agreement. When an agent (or its affiliate or agent) or, in the case of BTIG,LLC, Nomura Securities International, Inc. (acting through BTIG, LLC as agent) acts as sales agent for a forward purchaser in connection with aforward sale agreement, we refer to the agent (or such other party) as a “forward seller.” In connection with each forward sale agreement, the applicableforward purchaser will use commercially reasonable efforts to borrow from third parties and, through the applicable forward seller, sell a number ofshares equal to the number of shares underlying the forward sale agreement. In one form of forward sale agreement, which we refer to as a “contingent forward transaction,” that we may enter into with each of Jefferies LLC,Wells Fargo Bank, National Association, Bank of America, N.A., Citibank, N.A., Mizuho Markets Americas LLC, Morgan Stanley& Co. LLC, RoyalBank of Canada, The Toronto-Dominion Bank and Truist Bank, our obligation to sell, and the applicable forward purchaser’s obligation to purchase,shares underlying such forward sale agreement at the applicable forward sale price is contingent on the applicable forward purchaser’s exercise (ordeemed exercise) of a contingency, which may occur in whole or in part from time to time prior to specified contingency expiration dates. We refer to each forward purchaser when acting in such capacity as a “contingentforward purchaser.” To the extent such contingency is exercised with respect to a portion of such contingent forward transaction, we refer to suchportion as the “contingency exercised portion,” and the remaining portion to the extent such contingency is not yet exercised, but may subsequently beexercised, as the “contingent portion.” We expect that the initial forward price of the contingent forward transactions will be above, but not substantiallyabove, the volume-weighted average sale price per share at which the applicable forward seller established its hedge position in respect of suchcontingent forward transaction (the “contingent forward initial hedge position”). In addition, we expect that on the same days when the relevantcontingent forward purchaser is so selling shares of our common stock underlying such contingent forward transaction, through the applicable forwardseller, such contingent forward purchaser will contemporaneously purchase a substantial portion of such shares in the open market for its own account tooffset the shares sold into the market, because such contingent forward purchaser expects its contingent forward initial hedge position to be substantiallyless than the number of shares underlying such contingent forward sale agreement. In another form of forward sale agreement, which we refer to as a “non-contingent forward transaction,” that we may enter into with any of the forwardpurchasers, our obligation to sell, and the applicable forward purchaser’s obligation to purchase, shares underlying such forward sale agreement at theapplicable forward sale price is not subject to the contingency described above. We refer to such non-contingent forward