8-K

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): February 18, 2026

NNN REIT, INC.

(exact name of registrant as specified in its charter)

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:

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

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangements of Certain Officers.

On February 19, 2026, the Board of Directors (the "Board") of NNN REIT, Inc. ("NNN" or the "Company") announced that Steven D. Cosler, Chairperson ("Chair"), has retired from the Board effective February 18, 2026. Edward J. Fritsch, an independent director, has been appointed by the Board to succeed Mr. Cosler and serve as Chair effective upon Mr. Cosler’s retirement.

Mr. Cosler has served on the Board since August 2016 and as Chair since May 2021.

Mr. Fritsch has served on NNN’s Board since February 2012 and brings extensive real estate investment trust ("REIT") experience as former President and Chief Executive Officer at Highwoods Properties, Inc., a publicly traded REIT (retired, 2019).

Item 7.01. Regulation FD Disclosure.

On February 19, 2026, the Company issued a press release announcing the retirement of Mr. Cosler and appointment of Mr. Fritsch described above in Item 5.02. The press release is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of such section, nor shall such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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.

EX-99.1

Exhibit 99.1

NEWS RELEASE

For information contact:

Vincent H. Chao

Chief Financial Officer

February 19, 2026

NNN REIT, Inc. Announces Retirement of Board Chair and Replacement

Orlando, Florida, February 19, 2026 – The Board of Directors ("Board") of NNN REIT, Inc. (NYSE: NNN) ("NNN" or the "Company") announced that Steven D. Cosler, Chairperson ("Chair"), has retired from the Board effective February 18, 2026. Edward J. Fritsch, an independent director, has been appointed by the Board to succeed Mr. Cosler and serve as Chair effective upon Mr. Cosler’s retirement.

Mr. Cosler has served on the Board since August 2016 and as Chair since May 2021. Steve Horn, Chief Executive Officer, commented, "We are grateful for Steve’s many contributions to the Company since joining in 2016, and especially for his steady leadership and guidance as Chair during a period of significant market disruption. His commitment and perspective have been invaluable. I look forward to partnering with Ed as we guide NNN forward and continue executing on our strategy to drive long-term shareholder value."

"It has been a privilege to serve as Chair of NNN and to work alongside such a talented Board and management team," stated Mr. Cosler. "I am confident that Ed and Steve will provide strong, cohesive leadership as the Company continues to deliver on its strategic objectives."

Mr. Fritsch has served on NNN’s Board since February 2012 and brings extensive REIT experience as former President and Chief Executive Officer at Highwoods Properties, Inc., a publicly traded REIT (retired, 2019). "On behalf of the entire Board, we thank Steve for his years of dedicated service and leadership," said Mr. Fritsch. Mr. Fritsch is a former member of the Nareit Board of Governors, and its 2015-2016 national chair, and was the recipient of Nareit’s Industry Leadership Award in 2023.

About NNN REIT, Inc.

NNN invests in high-quality properties subject generally to long-term, net leases with minimal ongoing capital expenditures. As of December 31, 2025, the Company owned 3,692 properties in all 50 states, the District of Columbia and Puerto Rico with a gross leasable area of approximately 39.6 million square feet and a weighted average remaining lease term of 10.2 years. NNN is one of only three publicly traded real estate investment trusts to have increased annual dividends for 36 or more consecutive years. For more information on the Company, visit www.nnnreit.com.