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): January 6, 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 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Kevin B. Habicht

On January 6, 2025, NNN REIT, Inc. (the “Company”) announced that Kevin B. Habicht, the Company’s Executive Vice President, Chief Financial Officer, Assistant Secretary, Treasurer and the Company’s principal financial officer (the “EVP and CFO”) and a member of the Board of Directors (the “Board”) of the Company will retire from employment with the Company and as a member of the Board effective as of March 31, 2025 (such date, the “Retirement Effective Date”). Mr. Habicht will remain the EVP and CFO through the Retirement Effective Date and he will thereafter assist the Company with transitional and other assigned matters. In addition, Mr. Habicht will continue to serve as a member of the Board through the Retirement Effective Date.

In connection with his retirement, the Company and Mr. Habicht entered into a Retirement and Transition Agreement (the “Retirement Agreement”). The principal terms of the Retirement Agreement provide that:

•

Mr. Habicht will continue to be paid his annual base salary through the Retirement Effective Date. In addition, Mr. Habicht will be eligible to receive a prorated annual bonus for 2025 based on actual performance calculated in a manner consistent with the Company’s bonus plan for 2025.

•

The equity awards held by Mr. Habicht as of the Retirement Effective Date will be treated as follows:

All of the restricted stock awards subject to only time-based vesting conditions will vest as of immediately prior to the Retirement Effective Date; and

The restricted stock awards subject to performance-based vesting conditions will continue to vest following the Retirement Effective Date on the same vesting terms and schedule (including attainment of applicable performance goals) as set forth in the applicable award agreements; however, the number of shares of Company common stock subject to such awards that vest shall be prorated for any partial period of service with the consulting period included in such service period.

•

In order to facilitate the transition, Mr. Habicht will make himself available to consult with the Company as reasonably requested by the Company from time to time for the 20-month period following the Retirement Effective Date. In consideration for the consulting services, commencing on the Retirement Effective Date, the Company will pay Mr. Habicht a monthly fee of $45,000. The remainder of the monthly consulting fee will be paid to Mr. Habicht in a lump sum if he ceases to provide consulting services to the Company under certain circumstances.

Mr. Habicht will receive the foregoing payments and benefits provided he executes and does not revoke a release of claims in favor of the Company, and he complies with non-competition, non-solicitation, non-disclosure and non-disparagement covenants described in the Retirement Agreement.

The foregoing summary of the terms and conditions of the Retirement Agreement is qualified in its entirety by reference to the full text of the Retirement Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Appointment of Vincent H. Chao as Executive Vice President

On January 6, 2025, the Company also announced that the Board has appointed Vincent H. Chao, age 50, as Mr. Habicht’s successor. As of January 9, 2025 (such date, the “Appointment Effective Date”), Mr. Chao will be appointed as an Executive Vice President. Effective on April 1, 2025, Mr. Chao will assume the positions of Chief Financial Officer, Assistant Secretary and Treasurer and serve as the Company’s principal financial officer.

Mr. Chao joins NNN with extensive public company and investment banking experience. He was most recently Managing Director, Finance at RPT Realty, a publicly-traded retail real estate investment trust that was acquired by Kimco Realty in 2024. At RPT Realty, Mr. Chao was responsible for capital markets, corporate finance, investor relations, portfolio management and data analytics. Previously he was the Head of U.S. REIT Research at Deutsche Bank Securities, Inc. His past experience also includes operational and project management roles at Procter and Gamble. Mr. Chao holds a Bachelor of Science in Mechanical Engineering from Cornell University and a Master of Business Administration from New York University’s Stern School of Business. He is a CFA Charterholder and a member of ICSC and Nareit.

The terms of the Employment Letter are as follows:

•

Mr. Chao will be entitled to receive an annual base salary of $500,000.

•

Mr. Chao will be eligible to receive an annual cash performance-based bonus determined in accordance with the Company’s executive compensation policies in effect during his employment.

•

Mr. Chao will be eligible to receive equity awards under the Company’s 2017 Performance Incentive Plan, including an initial grant of 10,000 restricted shares in connection with the commencement of his employment. The restricted share award will fully vest on January 9, 2028 subject to Mr. Chao’s continuous employment through such date.

•

Mr. Chao will receive a sign-on bonus of $75,000 plus a 25% tax gross up on said sum to cover the cost of relocating to the Company’s office in Orlando, Florida.

•

Mr. Chao will be eligible to participate in the Company’s benefits plans, and will receive certain additional fringe benefits.

•

The Company will reimburse Mr. Chao for all ordinary and reasonable out-of-pocket expenses related to the performance of his services.

The foregoing summary of the terms and conditions of the Employment Letter is qualified in its entirety by reference to the full text of the Employment Letter, a copy of which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

Executive Severance Plan

On January 19, 2022, the Board adopted the Executive Severance Plan applicable to certain employees of the Company who are designated as participants by the Compensation Committee of the Board (the “Committee”) and who enter into a letter agreement with the Company. Mr. Chao has been designated as a participant in the Executive Severance Plan effective as of the Appointment Effective Date, with a “termination payment multiple” of two and one-half and a “change of control termination payment multiple” (as such terms are defined in the Executive Severance Plan) of two and one-half.

The “termination payment multiple” applies on a termination of a participant’s employment by the Company without “cause” or by the participant for “good reason” (as such terms are defined in the Executive Severance Plan) and the “change of control termination payment multiple” applies on a termination of a participant’s employment by the Company without “cause” or by the participant for “good reason”, in each case during the period beginning on the date that is three months prior to the consummation of a “change of control” of the Company and ending on the date that is 12 months after the consummation of such “change of control” of the Company (such period, the “Change of Control Protection Period”).

Death or Disability Severance Benefits. If a participant’s employment is terminated due to such participant’s death or disability, such participant will be eligible to receive: (a) a lump sum cash payment equal to a prorated portion of such participant’s annual bonus at the “target” level for the year of termination; (b) in the event of such participant’s death, (i) a lump sum cash payment equal to two months of such participant’s annual base salary, and (ii) one-year of continued Company-paid health coverage for participant’s spouse and dependents; (c) vesting of any unvested time-based equity awards; and (d) vesting of any unvested performance-based equity awards at the “target” level of performance.

Termination without Cause or for Good Reason Severance Benefits. If a participant’s employment is terminated by the Company without “cause” or by such participant for “good reason”, such participant will be eligible to receive: (a) a cash payment equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by his or her annual base salary; (b) a cash payment equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by such participant’s average annual bonus for the three years of employment prior to termination (provided, however, if such participant serves as the Company’s Chief Executive Officer (the “CEO”) on his or her termination date, such termination occurs on or after the consummation of a “change of control” and such participant has not been employed for three years, then the amount payable to such participant under this clause (b) will be equal to such participant’s “termination payment multiple” (or, if such termination occurs during the Change of Control Protection Period, such participant’s “change of control termination payment multiple”) multiplied by such participant’s average annual bonus for the years of employment that such participant served as the CEO); (c) one-year of continued Company-paid health coverage; (d) in the event of such termination during the Change of Control Protection Period, a payment equal to a prorated portion of such participant’s annual bonus at the “target” level for the year of termination; (e) vesting of any unvested time-based equity awards; and (f)

vesting of a pro-rated portion of any unvested performance-based equity awards based on attainment of actual performance. The cash payments in clauses (a) and (b) are payable in equal installments over a 12-month period.

Retirement Severance Benefits. If a participant’s employment is terminated due to retirement (as approved by the Board), such participant will be eligible to receive: (a) a lump sum cash payment equal to a prorated portion of such participant’s annual bonus based on attainment of actual performance for the year of termination; (b) vesting of any unvested time-based equity awards; and (c) vesting of a pro-rated portion of any unvested performance-based equity awards based on attainment of actual performance.

Change of Control Equity Benefits. On a “change of control” of the Company, a participant will be eligible to receive: (a) vesting of any unvested time-based equity awards; and (b) vesting of any unvested performance-based awards at the “target” level of performance; provided that, if the participant has previously been terminated from employment without “cause” or for “good reason” and the “change of control” occurs prior to the vesting of any such unvested performance-based equity awards, then the performance-based equity awards will vest at the “target” level of performance as of the effective date of such “change of control”.

Conditions to Receipt of Severance. A participant must execute a letter agreement with the Company that contains non-competition, non-solicitation, non-disclosure and non-disparagement covenants. Additionally, other than in the case of a termination of employment due to death or disability, the participant’s receipt of severance payments and benefits under the Executive Severance Plan is contingent upon such participant timely signing and not revoking a release of claims in favor of the Company and such participant complying with the restrictive covenants in his or her letter agreement.

Excise Tax. In the event any of the payments or benefits provided for under the Executive Severance Plan or otherwise payable to a participant would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax, a participant will be entitled to receive either full payment of such payments or benefits or such lesser amount which would result in no portion of the payments and benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to the participant. No excise tax gross-ups are provided for in the Executive Severance Plan.

The foregoing summary of the terms and conditions of the Executive Severance Plan is qualified in its entirety by reference to the full text of the Executive Severance Plan, a copy of which is attached as Exhibit 10.3 to the Company’s Form 8-K filed on January 21, 2022, and is incorporated by reference herein.

Additional information about these actions is included in the Company’s press release dated January 6, 2025, a copy of which can be found on the Company’s website at https://www.nnnreit.com.


Item 9.01.	Financial Statements and Exhibits.

Exhibits.


10.1			Retirement and Transition Agreement, dated as of January 9, 2025, between the Company and Kevin B. Habicht.
10.2			Employment Letter, dated as of January 9, 2025, between the Company and Vincent H. Chao.
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: January 10, 2025	By:	/s/ Kevin B. Habicht
		Kevin B. Habicht
		Executive Vice President and Chief Financial Officer

Exhibit 10.1

RETIREMENT AND TRANSITION AGREEMENT

THIS RETIREMENT AND TRANSITION AGREEMENT (this “Agreement”), dated as of January 9, 2025, by and between NNN REIT, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), and Kevin B. Habicht, residing at the address set forth on the signature page hereof (“Executive”).

WHEREAS, Executive is employed by the Company as its Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer pursuant to that certain Employment Agreement, dated as of December 1, 2008, as amended by the Amendment to Employment Agreement, dated as November 19, 2010 (collectively, the “Employment Agreement”);

WHEREAS, Executive desires to retire from employment with the Company; and

WHEREAS, to facilitate his transition, Executive agrees to make himself available to provide services to the Company on the terms and conditions set forth herein.

Accordingly, the parties hereto agree as follows:

Retirement.

1.1

Removal from Positions. Executive shall retire from employment with the Company and its subsidiaries and affiliates (collectively, the “Company Group”) on March 31, 2025 (such date, the “Retirement Date”). As of the Retirement Date, Executive’s position as Director, Chief Financial Officer, Executive Vice President, Assistant Secretary or Treasurer and Principal Financial Officer, and all other officer positions, directorships, and other positions that Executive holds with the Company Group shall terminate.

1.2

Release Agreement. Executive’s receipt of any payments and benefits pursuant to this Agreement (other than the payments and benefits pursuant to Sections 4.1(a) and (b) (the “Accrued Obligations”)) is subject to Executive’s signing and not revoking the Release Agreement substantially in the form attached hereto as Exhibit A (the “Release Agreement”); provided that the Release Agreement is effective within 30 days following the Retirement Date. No payments or benefits under this Agreement (other than the Accrued Obligations) shall be paid or provided to Executive until the Release Agreement becomes effective in accordance with the deadline specified in the preceding sentence.

Continued Compensation and Services.

2.1

Continued Salary and Benefits. During the period commencing on the date of this Agreement and ending on the Retirement Date (or, if earlier, the date of any termination of Executive’s employment with the Company) (the “Continuation Period”), (a) Executive shall continue to receive his annual base salary (the “Base Salary”) in accordance with the 2025 executive compensation plan approved by the Board of Directors of the Company (the “Board”) and in accordance with the Company’s usual and customary payroll practices, and (b) Executive shall continue to participate as an employee in the Company’s incentive compensation (other than equity compensation which shall be governed by the terms of Section 5 below), health and welfare plans, programs and arrangements in accordance with their terms.

2.2

Duties and Cooperation. During the Continuation Period, Executive agrees to (a) render Executive’s services in accordance with the standards required under Section 2 of the Employment Agreement and (b) provide in good faith Executive’s full support and cooperation to ensure a successful

transition (including, without limitation, active participation in external meetings with (i) the Company’s shareholders, tenants, and creditors and (ii) rating agencies, investors, and analysts).

Transition.

3.1

Consulting Period and Services. Commencing on the Retirement Date and ending on the 20-month anniversary thereof (the “Consulting Period”), unless earlier terminated as set forth below, Executive shall make himself available to the Company to consult with the Company from time to time (the “Services”); provided that the Services shall not exceed 20 hours per week during the Consulting Period. The Chief Executive Officer may by notice to the Executive set forth specific events, calls, meetings or other activities that the Company would like Executive to participate in or attend and Executive, as part of his Service, shall participate in or attend such event, call or meeting as requested, subject to the maximum hours per week criteria set forth above. All such notices from the Chief Executive Officer shall be made not less than 45 days prior to the applicable event, call or meeting. The Company shall pay the reasonable costs, if any, of attendance of Executive at any such events or meetings. In addition, by notice given not less than 30 days before the beginning of any calendar quarter during the Consulting Period, the Chief Executive Officer may set forth specific consulting work that the Chief Executive Officer would like Executive to consult and work on for the following quarter. Executive shall also make himself reasonably available to the Chief Executive Officer by telephone or virtually as requested by the Chief Executive Officer during the Consultant Period.

3.2

Consulting Fee; Termination of Consulting Period.

In exchange for the Services, the Company agrees to pay Executive a monthly fee of $45,000.00 (the “Monthly Fee”) for a total fee of $900,000.00. Except as to the Monthly Fee, no other payment or benefits shall be due or payable to Executive for the Services.

The Company may only terminate the Services prior to the expiration of the Consulting Period either (i) for Cause (as defined below), in which case Executive shall forfeit his right to receive the Monthly Fee for the remainder of the Consulting Period, or (ii) upon the consummation of a Change of Control (as such term is defined in the Plan, as defined below).

On the consummation of a Change of Control during the Consulting Period, subject to (i) Executive’s continuous provision of Services through the date on which such Change of Control is consummated, (ii) Executive’s compliance with the Restrictive Covenants and (iii) Executive’s execution and non-revocation of a customary release of claims in a form reasonably acceptable to the Company, the Company shall pay Executive the Monthly Fee for the remainder of the Consulting Period in a lump sum payment no later than 30 days following the consummation of such Change of Control, and Executive shall cease providing the Services as of the date of such consummation.

For purposes of this Agreement, “Cause” means Executive’s: (a) conviction of (or pleading nolo contendere to), or an indictment or information is filed against Executive and is not discharged or otherwise resolved within 12 months thereafter, and said indictment or information charged Executive with a felony, any crime of moral turpitude, fraud or any act of dishonesty or any crime which is likely to result in material injury, either monetarily or otherwise, to the Company Group; (b) continued failure substantially to perform his duties or to carry out the lawful written directives of the Board; (c) material breach of a fiduciary duty, including disclosure of any conflicts of interests that are known to Executive, or with reasonable diligence should be known, relating to Executive’s service with the Company, or otherwise engaging in gross misconduct or willful or gross neglect (in connection with the performance of his duties) which is materially injurious, either monetarily or otherwise, to the Company

Group; or (d) material breach of any of the Restrictive Covenants (as defined below) or any other provisions of this Agreement; provided, that the Company shall not be permitted to terminate Executive’s service for Cause except on written notice given to Executive at any time following the occurrence of any of the events described in clause (a), (b), (c) or (d) above. Notwithstanding the foregoing, Executive shall not be deemed to have been terminated for Cause under clause (c) or (d) above unless the Company provided written notice to Executive setting forth in reasonable detail the reasons for the Company’s intention to terminate for Cause, Executive has been provided the opportunity, together with counsel, not later than 14 days following such notice to be heard before the Board and Executive failed within 30 days (or, if later, five business days after such hearing) to cure the event or deficiency set forth in the written notice.

3.3

Status as an Independent Contractor. In all matters relating to the Services, nothing under this Agreement shall be construed as creating any partnership, joint venture, or agency between the Company and Executive or to constitute Executive as an agent, employee, or representative of the Company. Executive shall act solely as an independent contractor and, as such, is not authorized to bind any member of the Company Group to third parties. Consequently, Executive shall not be entitled to participate during the Consulting Period in any of the employee benefit plans, programs, or arrangements of the Company Group in his capacity as a consultant. Executive shall be responsible for and pay all taxes related to the receipt of compensation in connection with the provision of the Services. Executive shall not make any public statements concerning the Services that purport to be on behalf of the Company Group, in each case without prior written consent from the Company. Notwithstanding Executive’s status as an independent contractor in providing the Services, to the fullest extent permitted by applicable law and the Company’s constituent documents applicable to officers and directors of the Company, (a) Executive shall continue to be entitled to indemnification for any loss, damage, or claim incurred by, imposed or asserted against Executive in connection with the Services provided to the Company, and (b) the Company shall pay the expenses incurred by Executive in defending any claim, demand, action, suit or proceeding related thereto as such expenses are incurred by Executive and in advance of the final disposition of such matter; provided that Executive shall be entitled to the coverage under clauses (a) and (b) on the same terms and conditions as were in effect prior to the Retirement Date.

Severance Benefits.

4.1

Payments. The Company shall provide Executive with the following severance payments and benefits following the Retirement Date:

any accrued but unpaid Base Salary and paid time-off due to Executive as of the Retirement Date;

reimbursement under the Employment Agreement for expenses incurred but unpaid prior to the Retirement Date;

for a period of one year after the Retirement Date, such health benefits under the Company’s health plans and programs applicable to senior executives of the Company generally (if and as in effect from time to time) as Executive would have received under the Employment Agreement (and at such costs to Executive as would have applied in the absence of such termination upon expiration); provided, however, that the Company shall in no event be required to provide any benefits otherwise required by this clause (c) after such time as Executive becomes entitled to receive benefits of the same type from another employer or recipient of Executive’s services (such entitlement being determined without regard to any individual waivers or other similar arrangements); and

a pro-rated annual bonus based on actual performance for the period beginning on January 1, 2025 and ending on the Retirement Date, payable in a single sum and calculated in a manner consistent with the Company’s bonus plan for 2025.

4.2

Payment Timing. Subject to Section 10, the timing of the benefits and payments provided under Section 4.1 shall be as follows:

amounts payable pursuant to Sections 4.1(a) and (b) shall be paid in the normal course or in accordance with applicable law and in no event later than 30 days following the Retirement Date;

amounts payable for the health benefits provided pursuant to Section 4.1(c) shall commence at the date following the Retirement Date that is required under the relevant health plans and programs to provide such benefits, subject to Executive’s execution and non-revocation of the Release Agreement; and

amounts payable pursuant to Section 4.1(d) shall be paid at the same time as the payment of 2025 bonuses to the other executives, subject to Executive’s execution and non-revocation of the Release Agreement.

Equity-Based Awards. With respect to restricted stock awards subject to time-based vesting conditions (the “Time-Based Awards”) or performance-based vesting conditions (the “Performance-Based Awards”) granted under the Company’s 2017 Performance Incentive Plan (as amended from time to time, the “Plan”) and the applicable award agreements thereunder, subject to Executive’s (a) execution and non-revocation of the Release Agreement and (b) compliance with the obligations and covenants under this Agreement:

5.1

Accelerated Vesting of Time-Based Awards. All of the 18,254 Time-Based Awards granted to Executive prior to the Retirement Date shall vest as of the Retirement Date.

5.2

Continued Vesting of Performance-Based Awards. The Performance-Based Awards granted to Executive prior to the Retirement Date shall continue to vest if the applicable performance objectives of the Company are achieved in accordance with the terms of the applicable agreements evidencing such awards; however, the number of shares of Company common stock subject to such awards that vest shall be prorated for any partial period of service. The pro-rated number of shares which vest shall be determined by multiplying the number of shares eligible to vest by a fraction, (a) the numerator of which is the number of days elapsed between January 1st of the applicable year of the award agreement and the last day of the Consulting Period, and (b) the denominator of which is 1,096. For example, if the vesting based on attainment of performance objectives is determined to be at “target” (as set forth in the applicable award agreement) and Executive completed 730 days of continuous service from January 1st of the year of the award agreement through the end of the Consulting Period, the pro-rata vested number of shares would be equal to (i) the number of shares vested at “target” multiplied by (ii) 730 divided by 1,096. In addition, upon vesting of any of the Performance-Based Awards, dividend equivalent payments in respect of such awards shall be paid to Executive in accordance with the terms of the Plan and the applicable award agreements governing such awards. If any provision of the Plan or an award agreement conflicts with any provision of this Agreement, the provision of this Agreement shall control and prevail.

5.3

Treatment on a Change of Control. If a Change of Control occurs during the Consulting Period, then notwithstanding the terms of the applicable agreements evidencing the

Performance-Based Awards, Executive shall vest in the shares underlying such awards at Target (as defined in the applicable award agreement) without proration.

Retirement Plans. Executive shall be entitled to receive his vested accrued benefits, if any, under the NNN REIT, Inc. Retirement Plan, the Company’s defined contribution plan, in accordance with the terms and conditions of such plan.

No Other Compensation or Benefits. Except as otherwise specifically provided herein or as required by the Consolidated Omnibus Reconciliation Act or other applicable law, Executive shall not be entitled to any compensation or benefits or to participate in any past, present or future employee benefit plans, programs or arrangements of the Company Group on or after the Retirement Date.

Covenants and Agreements.

8.1

Incorporation by Reference. The term “Restrictive Covenants” shall mean collectively all of the covenants and agreements set forth in Sections 6.1 through 6.5 of the Employment Agreement and the Additional Restrictive Covenant set forth below in this paragraph. Subject to Section 9, the covenants and agreements set forth in Sections 6.1 through 6.5 of the Employment Agreement are incorporated herein by reference as if such provisions were set forth herein in full. The term “Additional Restrictive Covenant” shall mean that, during the Consulting Period, Executive shall refrain from joining the board of directors of any tenant of the Company. Notwithstanding the foregoing, the Company and Executive agree that (a) Executive shall be subject to the Restrictive Covenants at all times during the Consulting Period, and (b) the non-competition and non-solicitation covenants in Sections 6.2, 6.3 and 6.4 of the Employment Agreement shall expire on March 31, 2026.

8.2

Non-Disparagement. Subject to Section 9, Executive agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically (a) any derogatory comment concerning the Company Group or any of its current or former directors, officers, employees, or shareholders or (b) any other comment that could reasonably be expected to be detrimental to the business or financial prospects or reputation of the Company Group. In addition, the Company agrees to instruct the Board to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically (x) any derogatory comment concerning Executive or (y) any other comment that could reasonably be expected to be detrimental to Executive or his reputation. Nothing in the foregoing shall preclude either Executive or the Company from providing truthful disclosures required by applicable law or legal process.

8.3

Confidentiality of this Agreement. Subject to Section 9, Executive agrees that, except to enforce the terms of this Agreement or as may be required by applicable law or legal process, Executive shall not disclose the terms of this Agreement to any person other than Executive’s accountants, financial advisors, or attorneys; provided that such accountants, financial advisors, and attorneys agree not to disclose the terms of this Agreement to any other person or entity.

8.4

Return of Property. All files, records, documents, manuals, books, forms, reports, memoranda, studies, data, calculations, recordings, or correspondence, whether visually perceptible, machine-readable or otherwise, in whatever form they may exist, and all copies, abstracts and summaries of the foregoing, and all physical items related to the business of the Company, whether of a public nature or not, and whether prepared by Executive or not, are and shall remain the exclusive property of the Company, and shall not be removed from its premises, except as required in the course of Executive’s employment by the Company, without the prior written consent of the Company. No later than the Retirement Date, such items, including any copies or other reproductions thereof, shall be promptly returned

by Executive to the Company (or, if requested by the Company, destroyed by Executive). Notwithstanding the foregoing, Executive shall retain the computer and phone provided by the Company.

Confidential Disclosure in Reporting Violations of Law or in Court Filings. Executive acknowledges and the Company agrees that Executive may disclose Confidential Information (as such term is defined in the Employment Agreement) in confidence, directly or indirectly, to federal, state, or local government officials, including but not limited to the Department of Justice, the Securities and Exchange Commission (the “SEC”), the Congress, and any agency Inspector General or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law or regulation or making other disclosures that are protected under the whistleblower provisions of state or federal laws or regulations. Executive may also disclose Confidential Information in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal. Nothing in this Agreement is intended to conflict with federal law protecting confidential disclosures of a trade secret to the government or in a court filing, 18 U.S.C. § 1833(b), or to create liability for disclosures of Confidential Information that are expressly allowed by 18 U.S.C. § 1833(b).

10.

Section 409A. This Agreement is intended to meet, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and shall be interpreted and construed consistent with that intent. No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the requirements of Section 409A, and no such right to reimbursement or right to in-kind benefits shall be subject to liquidation or exchange for any other benefit. For purposes of Section 409A, each payment in a series of installment payments provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. If amounts payable under this Agreement do not qualify for exemption from Section 409A at the time of Executive’s separation from service and therefore are deemed deferred compensation subject to the requirements of Section 409A on the date of such separation from service, then if Executive is a “specified employee” under Section 409A on the date of Executive’s separation from service, payment of the amounts hereunder shall be delayed for a period of six months from the date of Executive’s separation from service if required by Section 409A. The accumulated postponed amount shall be paid in a lump sum within 10 days after the end of the six-month period. If Executive dies during the postponement period prior to payment of the postponed amount, the amounts withheld on account of Section 409A shall be paid to Executive’s estate within 10 days after the date of Executive’s death.

11.

Miscellaneous.

11.1

Severability. As the provisions of this Agreement are independent of and severable from each other, the Company and Executive agree that if, in any action before any court or agency legally empowered to enforce this Agreement, any term, restriction, covenant, or promise hereof is found to be unreasonable or otherwise unenforceable, then such decision shall not affect the validity of the other provisions of this Agreement, and such invalid term, restriction, covenant, or promise shall also be deemed modified to the extent necessary to make it enforceable.

11.2

Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person, the next business day if delivered by overnight commercial courier (e.g., Federal Express), or the third business day if mailed by United States certified mail, return receipt requested, postage prepaid, to the following addresses:

If to the Company, to:

NNN REIT, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Attn: Chairperson of the Board

with a copy to:

NNN REIT, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida, 32801

Attention: Stephen A. Horn, Jr., Chief Executive Officer

and

Pillsbury Winthrop Shaw Pittman LLP

1200 Seventeenth Street, NW

Washington, DC 20036

Attn: Jeffrey B. Grill, Esq.

If to Executive, to:

Kevin B. Habicht

at the address set forth on the signature page hereof.

Either party may change its address for notices in accordance with this Section 11.2 by providing written notice of such change to the other party.

11.3

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

11.4

Benefits; Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, legal representatives, successors, and permitted assigns. Executive shall not assign this Agreement. However, the Company is expressly authorized to assign this Agreement to one of its affiliates or subsidiaries upon written notice to Executive; provided that (a) the assignee assumes all of the obligations of the Company under this Agreement, (b) Executive’s role when viewed from the perspective of such affiliate or subsidiary in the aggregate is comparable to such role immediately before the assignment, and (c) the Company, for so long as an affiliate of the assignee, remains liable for the financial obligations hereunder.

11.5

Entire Agreement. This Agreement, including its incorporated Exhibit A, constitutes the entire agreement between the parties, and all prior understandings, agreements, or undertakings between the parties concerning Executive’s employment, termination of employment, or the other subject matters of this Agreement (including, without limitation, the Employment Agreement (other than the Restrictive Covenants, which, as modified herein, shall remain in full force and effect)) are superseded in their entirety by this Agreement.

11.6

Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed, or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of

any such right, power, or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

11.7

Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall be one and the same instrument.

11.8

Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

11.9

Withholding. Any payments made to Executive under this Agreement shall be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

11.10

Survivability. Those provisions and obligations of this Agreement which are intended to survive shall survive notwithstanding termination of Executive’s employment with the Company.

11.11

Termination Prior to Retirement Date. For the avoidance of doubt, if Executive’s employment is terminated by him or the Company for any reason prior to the Retirement Date, Executive shall not be entitled to receive the payments and benefits set forth herein and the terms and conditions in the Employment Agreement shall be applicable to any such termination event.

11.12

Incorporation of Recitals. The recitals set forth in the beginning of this Agreement are hereby incorporated into the body of this Agreement as if fully set forth herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

NNN REIT, INC.


By:	/s/ Steven D. Cosler
Name: Steven D. Cosler
Title: Chairperson – Board of Directors

     /s/ Kevin B. Habicht

    

     Kevin B. Habicht

    

[Signature Page to Retirement and Transition Agreement]

EXHIBIT A

RELEASE AGREEMENT

THIS RELEASE AGREEMENT (this “Agreement”), dated as of ___ day of _________, 2025, by and between NNN REIT, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), Kevin B. Habicht, residing at the address set forth on the signature page hereof (“Executive”). Capitalized terms used herein but not defined shall have the meanings set forth in the Retirement and Transition Agreement, dated as of January 9, 2025 (the “Retirement Agreement”), by and between the Company and Executive.

WHEREAS, the Retirement Agreement sets forth the terms and conditions of Executive’s retirement from employment with the Company effective as of March 31, 2025; and

WHEREAS, the Retirement Agreement provides that, in consideration for certain payments and benefits payable to Executive in connection with his retirement, Executive shall fully and finally release the Company Group from all claims relating to Executive’s employment relationship with the Company and the termination of such relationship.

Accordingly, the parties hereto agree as follows:

1. Release.

1.1 General Release. In consideration of the Company’s obligations under the Retirement Agreement and for other valuable consideration, Executive hereby releases and forever discharges the Company Group and each of their respective officers, employees, directors and agents (collectively, the “Released Parties”) from any and all claims, actions and causes of action (collectively, “Claims”), including, without limitation, any Claims arising under (a) the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514; Sections 748(h)(i), 922(h)(i) and 1057 of the Dodd-Frank Wall Street and Consumer Protection Act (the “Dodd Frank Act”), 7 U.S.C. § 26(h), 15 U.S.C. § 78u-6(h)(i) and 12 U.S.C. § 5567(a) but excluding from this release any right Executive may have to receive a monetary award from the SEC as an SEC Whistleblower, pursuant to the bounty provision under Section 922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-(g), or directly from any other federal or state agency pursuant to a similar program, or (b) any applicable federal, state, local or foreign law, that Executive may have, or in the future may possess arising out of (x) Executive’s employment relationship with and service as a director, employee, officer or manager of the Company Group, and the termination of such relationship or service, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the release set forth in this Section 1.1 shall not apply to (i) the obligations of the Company under the Retirement Agreement and (ii) the obligations of the Company to continue to provide director and officer indemnification to Executive as provided in the articles of incorporation, bylaws or other governing documents for the Company. Executive further agrees that the payments and benefits described in the Retirement Agreement shall be in full satisfaction of any and all claims for payments or benefits, whether express or implied, that Executive may have against the Company Group arising out of Executive’s employment relationship, Executive’s service as a director, employee, officer or manager of the Company Group and the termination thereof. The provision of the payments and benefits described in the Retirement Agreement shall not be deemed an admission of liability or wrongdoing by the Company Group. This Section 1.1 does not apply to any Claims that Executive may have as of the date Executive signs this Agreement arising under the federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”). Claims arising under ADEA are addressed in Section 1.2 of this Agreement.

A-1

1.2 Specific Release of ADEA Claims. In consideration of the payments and benefits provided to Executive under the Retirement Agreement, Executive hereby releases and forever discharges the Company Group and each of their respective officers, employees, directors and agents from any and all Claims that Executive may have as of the date Executive signs this Agreement arising under ADEA. By signing this Agreement, Executive hereby acknowledges and confirms the following: (a) Executive was advised by the Company in connection with Executive’s termination to consult with an attorney of Executive’s choice prior to signing this Agreement and to have such attorney explain to Executive the terms of this Agreement, including, without limitation, the terms relating to Executive’s release of claims arising under ADEA; (b) Executive has been given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of Executive’s choosing with respect thereto; and (c) Executive is providing the release and discharge set forth in this Section 1.2 only in exchange for consideration in addition to anything of value to which Executive is already entitled.

1.3 Representation. Executive hereby represents that Executive has not instituted, assisted or otherwise participated in connection with, any action, complaint, claim, charge, grievance, arbitration, lawsuit or administrative agency proceeding, or action at law or otherwise against any member of the Company Group or any of their respective officers, employees, directors, shareholders or agents.

2. Cessation of Payments. In the event that Executive (a) files any charge, claim, demand, action or arbitration with regard to Executive’s employment, compensation or termination of employment under any federal, state or local law, or an arbitration under any industry regulatory entity, except in either case for a claim for breach of the Retirement Agreement or failure to honor the obligations set forth therein or (b) breaches any of the covenants or obligations contained in or incorporated into the Retirement Agreement, the Company shall be entitled to cease making any payments due pursuant to Sections 3, 4, and 5 of the Retirement Agreement (other than the Accrued Obligations).

3. Voluntary Assent. Executive affirms that Executive has read this Agreement, and understands all of its terms, including the full and final release of claims set forth in Section 1.1. Executive further acknowledges that (a) Executive has voluntarily entered into this Agreement; (b) Executive has not relied upon any representation or statement, written or oral, not set forth in this Agreement; (c) the only consideration for signing this Agreement is as set forth in the Retirement Agreement; and (d) this document gives Executive the opportunity and encourages Executive to have this Agreement reviewed by Executive’s attorney and/or tax advisor.

4. Revocation. This Agreement may be revoked by Executive within the seven-day period commencing on the date Executive signs this Agreement (the “Revocation Period”). In the event of any such revocation by Executive, all obligations of the Company under the Retirement Agreement shall terminate and be of no further force and effect as of the date of such revocation. No such revocation by Executive shall be effective unless it is in writing and signed by Executive and received by the Company prior to the expiration of the Revocation Period.

5. Miscellaneous.

5.1 Severability. As the provisions of this Agreement are independent of and severable from each other, the Company and Executive agree that if, in any action before any court or agency legally empowered to enforce this Agreement, any term, restriction, covenant, or promise hereof is found to be unreasonable or otherwise unenforceable, then such decision shall not affect the validity of the other provisions of this Agreement, and such invalid term, restriction, covenant, or promise shall also be deemed modified to the extent necessary to make it enforceable.

A-2

5.2 Notice. For purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when received if delivered in person, the next business day if delivered by overnight commercial courier (e.g., Federal Express), or the third business day if mailed by United States certified mail, return receipt requested, postage prepaid, to the following addresses:

If to the Company, to:

NNN REIT, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

Attn: Chairperson of the Board

with a copy to:

NNN REIT, Inc.

450 South Orange Avenue, Suite 900

Orlando, Florida, 32801

Attention: Stephen A. Horn, Jr., Chief Executive Officer

and

Pillsbury Winthrop Shaw Pittman LLP

1200 Seventeenth Street, NW

Washington, DC 20036

Attn: Jeffrey B. Grill, Esq.

If to Executive, to:

Kevin B. Habicht

at the address set forth on the signature page hereof.

Either party may change its address for notices in accordance with this Section 5.2 by providing written notice of such change to the other party.

5.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

5.4 Benefits; Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, legal representatives, successors and permitted assigns. Executive shall not assign this Agreement. However, the Company is expressly authorized to assign this Agreement to one of its affiliates or subsidiaries upon written notice to Executive, provided that (a) the assignee assumes all of the obligations of the Company under this Agreement, and (b) the Company, for so long as an affiliate of the assignee, remains secondarily liable for the financial obligations hereunder.

5.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties, and all prior understandings, agreements or undertakings between the parties concerning Executive’s termination of employment or the other subject matters of this Agreement (including, without limitation, the Employment Agreement (other than the Restrictive Covenants, which shall remain in full force and effect)) are superseded in their entirety by this Agreement.

A-3

5.6 Waivers and Amendments. This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

5.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall be one and the same instrument.

5.8 Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

5.9 Incorporation of Recitals. The recitals set forth in the beginning of this Agreement are hereby incorporated into the body of this Agreement as if fully set forth herein.

[Signature Page Follows]

A-4

IN WITNESS WHEREOF, the parties hereto have signed their names as of the day and year first above written.

NNN REIT, INC.


By:
Name: Stephen A. Horn, Jr.
Title: Chief Executive Officer

EXECUTIVE HEREBY ACKNOWLEDGES THAT EXECUTIVE HAS READ THIS AGREEMENT, THAT EXECUTIVE FULLY KNOWS, UNDERSTANDS AND APPRECIATES ITS CONTENTS, AND THAT EXECUTIVE HEREBY ENTERS INTO THIS AGREEMENT VOLUNTARILY AND OF EXECUTIVE’S OWN FREE WILL.

     Kevin B. Habicht

    

[Signature Page to Release Agreement]

A-5

Exhibit 10.2

January 9, 2025

Vincent H. Chao

Re: Employment Letter Agreement

Dear Vin:

We are delighted to memorialize your appointment as Executive Vice President of NNN REIT, Inc., a Maryland corporation (the “Company”), effective as of January 9, 2025 (the “Effective Date”), on the terms and conditions set forth in this letter agreement (this “Letter”). Accordingly, the parties hereto agree as follows:

Duties. You shall be employed by the Company as Executive Vice President of the Company, and, as such, you shall faithfully perform for the Company the duties of said office and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Chief Executive Officer of the Company (the “CEO”), which duties shall not be materially inconsistent with the duties performed by executives holding similar offices with real estate investment trusts. You shall devote substantially all of your business time and effort to the performance of your duties hereunder, except that you may devote reasonable time and attention to civic, charitable, business or social activities so long as such activities do not interfere with your employment duties. You shall comply with the policies, standards, and regulations established from time to time by the Company. Effective as of April 1, 2025, in addition to your title as Executive Vice President, you will be appointed as Chief Financial Officer, Assistant Secretary and Treasurer of the Company.

Compensation.

2.1

Salary. The Company shall pay you a base salary at the rate of $500,000.00 per annum (beginning on the Effective Date), in accordance with the customary payroll practices of the Company applicable to senior executives, but not less frequently than monthly. The Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) shall review your base salary annually and may increase such amount as it may deem advisable (such salary, as the same may be increased, the “Annual Salary”). The Annual Salary shall be prorated for any partial year of employment.

2.2

Bonus and Incentive Compensation. You will be entitled to participate in the Company’s Annual Bonus Program as follows:

(a)

Annual Bonus Compensation. You shall be eligible to receive a bonus for each year that you are employed with the Company (“Annual Bonus”) as the Compensation Committee shall determine. Your Annual Bonus shall be determined in accordance with the Company’s executive compensation policies as in effect from time to time during your employment with the Company and shall be based, in part, on you achieving your individual performance goals for the year and, in part, on the Company’s achieving its performance goals for the year.

(b)

Equity Incentive Awards. You shall be eligible to participate each year during your employment with the Company in the Company’s equity incentive plans pursuant to the Company’s 2017 Performance Incentive Plan (the “Plan”) (or any successor thereto) or such other plans or programs as may be in effect from time to time, in each case as the Compensation Committee shall determine.

2.3

Benefits - In General. Except with respect to benefits of a type otherwise provided for under Section 2.4, during your employment with the Company, you shall be permitted to participate in any group life, hospitalization or disability insurance plans, health programs, retirement plans, fringe benefit programs and similar benefits that may be available to other senior executives of the Company generally, on the same terms as such other executives, in each case to the extent that you are eligible under the terms of such plans or programs.

2.4

Specific Benefits. Without limiting the generality of Section 2.3, during your employment with the Company, the Company shall make available to you the fringe benefits set forth on Attachment “A” to this Letter. You shall be entitled to twenty-five (25) days of paid time off per year (prorated for any partial year of employment).

2.5

Expenses. The Company shall pay or reimburse you for all ordinary and reasonable out-of-pocket expenses incurred by you during your employment with the Company in the performance of your services under this Letter; provided that such expenses are incurred and accounted for by you in accordance with the policies and procedures established from time to time by the Company. To the extent that any reimbursements owed to you under this Letter are taxable to you, (i) any such reimbursement payment shall be paid to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred, (ii) such reimbursements are not subject to liquidation or exchange for another benefit, and (iii) the amount of such payments that you receive in one taxable year shall not affect the amount of any other reimbursements or benefits that you are eligible to receive in any other taxable year.

2.6 Additional Sign-On Compensation. Upon commencing employment on the Effective Date, the Company will award 10,000 shares of the Company’s common stock to you with a three year cliff vesting of such shares, which stock award will be in the form attached hereto as Attachment “B”. Within thirty (30) days of the Effective Date, the Company shall pay to you $75,000 plus a 25% tax gross up on said sum to cover any and all costs of relocating to and traveling to and from the Company’s office in Orlando, Florida.

Severance; Restrictive Covenants. As an Executive Vice President of the Company, you shall be a participant in the Company’s Executive Severance and Change of Control Plan (the “Plan”) and shall be subject to the Restrictive Covenants (as defined in the Plan) contained therein.

Severability. As the provisions of this Letter are independent of and severable from each other, the Company and you agree that if, in any action before any court or agency legally empowered to enforce this Letter, any term, restriction, covenant, or promise hereof is found to be unreasonable or otherwise unenforceable, then such decision shall not affect the validity of the other provisions of this Letter, and such invalid term, restriction, covenant, or promise shall also be deemed modified to the extent necessary to make it enforceable.

Notice. For purposes of this Letter, notices, demands and all other communications provided for in this Letter shall be in writing and shall be deemed to have been duly given when received if delivered in person, the next business day if delivered by overnight commercial courier (e.g., Federal Express), or the third (3rd) business day if mailed by United States certified mail, return receipt requested, postage prepaid, to the following addresses:

(a)

If to the Company, to:

NNN REIT, Inc.
450 South Orange Avenue, Suite 900
Orlando, Florida 32801
Attn: Chairperson of the Compensation Committee
of the Board of Directors

(b)

If to you, to:

Vincent H. Chao

at the address set forth on the first page hereof

Either party may change its address for notices in accordance with this Section 5 by providing written notice of such change to the other party.

Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of Florida.

Benefits; Binding Effect; Assignment. This Letter shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, legal representatives, successors and permitted assigns. You shall not assign this Letter. However, the Company is expressly authorized to assign this Letter to a Company Affiliate (as defined in the Plan) upon written notice to you, provided that (i) the assignee assumes all of the obligations of the Company under this Letter, (ii) your role when viewed from the perspective of Company Affiliates in the aggregate is comparable to such role immediately before the assignment, and (iii) the Company, for so long as an affiliate of the assignee, remains primarily liable for the financial obligations hereunder.

Entire Agreement. This Letter, including its incorporated Attachment “A,” and together with the Plan and the Participation Letter Agreement, dated as of January 9, 2025 between the Company and you under the Plan, constitutes the entire agreement between the parties, and all prior understandings, agreements or undertakings between the parties concerning your employment or the other subject matters of this Letter are superseded in their entirety by this Letter.

Waivers and Amendments. This Letter may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any such right, power or privilege nor any single or partial exercise of any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege.

10.

Counterparts. This Letter may be executed in counterparts, each of which will be deemed an original, but which together shall be one and the same instrument.

11.

Advice. You confirm and represent to the Company that you have had the opportunity to obtain the advice of legal counsel, financial and tax advisers, and such other professionals as you deem necessary for entering into this Letter, and you have not relied upon the advice of the Company or the Company’s officers, directors, or employees.

12.

Interpretation. As both parties having had the opportunity to consult with legal counsel, no provision of this Letter shall be construed against or interpreted to the disadvantage of any party by reason of such party having, or being deemed to have, drafted, devised, or imposed such provision.

13.

Effective Date. This Letter shall only become effective on the Effective Date.

Sincerely,

NNN REIT, INC.


By:	/s/ Steven D. Cosler
Name: Steven D. Cosler
Title: Chairperson – Board of Directors

AGREED AND ACKNOWLEDGED:

     /s/ Vincent H. Chao

    

     Vincent H. Chao

    

ATTACHMENT “A”

Additional Fringe Benefits

•

$500/month car allowance

•

Long-term disability coverage consistent with long-term disability coverage provided under the Company’s group plan for all associates

•

Life insurance benefits with a face amount equal to Annual Salary (provided that, if at any time the Company cannot obtain such insurance at rates which are reasonable for the provision by the Company of such a benefit, the Company may then self-insure such benefits)

ATTACHMENT “B”

Restricted Stock Award Agreement

NNN REIT, Inc.

Restricted Stock Award Agreement - Service - Special Grant

(10,000 Shares)

This Restricted Stock Award Agreement (this “Agreement”) is entered into between NNN REIT, Inc., a Maryland corporation (the “Company”), and Vincent H. Chao, (the “Participant”) pursuant to the Stock Award granted to the Participant effective as of January 9, 2025 (the “Date of Grant”), pursuant to the terms of and under the National Retail Properties, Inc. 2017 Performance Incentive Plan, as amended by Amendment No. 1 to the National Retail Properties, Inc. 2017 Performance Incentive Plan (collectively, the “Performance Plan”). In consideration of the mutual promises and covenants made herein and the terms and conditions of the Performance Plan, which is wholly incorporated herein by reference, the parties hereby agree as follows:

1. Definitions. All terms defined in the Participant’s Employment Letter, as defined herein, shall have the same meaning herein whether or not specifically defined herein or in the Performance Plan. All terms defined within the Performance Plan shall have the same meaning herein whether specifically defined herein or not. Additionally, the following definitions shall apply to this Agreement:

(a)

Cause shall have the meaning ascribed to that term in the Severance Plan.

(b)

Change of Control shall have the meaning ascribed to that term in Section 2.E. of the Performance Plan and such definition shall not be changed by the subsequent replacement of or superseding of said Performance Plan after the date of this Agreement.

(c)

Code shall mean the Internal Revenue Code of 1986, as amended, and any successor statute.

(d)

Disability shall have the meaning ascribed to that term in the Severance Plan.

(e)

Employment Letter shall mean that certain Employment Letter Agreement dated January 9, 2025, between the Participant and the Company which is in effect on the date of this Agreement.

(f)

Good Reason shall have the meaning ascribed to that term in the Severance Plan.

(g)

Restricted Stock shall mean the Stock Award that is the subject of this Agreement.

(h)

Severance Plan shall mean that certain Executive Severance and Change of Control Plan adopted by the Company, effective as of January 19, 2022, which is in effect on the date of this Agreement.

(i)

Unvested Restricted Stock shall mean shares of Restricted Stock that are subject to forfeiture under the terms of this Agreement.

(j)

Vesting Date shall mean the date on which all or a portion of the Restricted Stock is no longer subject to forfeiture under the terms of this Agreement.

(k)

Vested Restricted Stock shall mean shares of Restricted Stock that are not subject to forfeiture under the terms of this Agreement.

To the extent there is a conflict between the definition given to a defined term in this Agreement, the Performance Plan, the Employment Letter, and the Severance Plan, the definition in the Employment Letter shall control, or if no definition is contained in the Employment Letter, the definition in the Severance Plan shall control, or if no definition is contained in the Severance Plan, the definition in the Performance Plan shall control.

2. Award. As of the Date of Grant, the Company hereby awards and grants to the Participant a Restricted Stock Award of 10,000 shares of Common Stock of the Company (collectively, the “Restricted Stock”).

3. Vesting

(a)

Subject to all of the terms and conditions of all subsections of this Section 3, the Restricted Stock shall become Vested Restricted Stock as follows: 10,000 shares shall become Vested Restricted Stock based on Participant’s Continuous Service through January 9, 2028.

(b)

In the event that the Participant’s employment is terminated as a result of death or Disability, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock.

(c)

In the event the Participant’s employment terminates as a result of his/her retirement as approved by the Board of Directors of the Company, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock.

(d)

In the event the Participant’s employment is terminated by the Company without Cause or if the Participant terminates his/her employment with Good Reason, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock.

(e)

In the event there is a Change in Control, as defined in the Performance Plan, then the Participant shall vest in the Restricted Stock as of the effective date of any such Change in Control.

(f)

In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock.

(g)

Except as is provided in Section 9 of the Performance Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Performance Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock.

Shareholder Rights and Restrictions on Transfer. Subject to Section 7, the Participant shall have all rights of a stockholder with respect to each share of Unvested Restricted Stock, including the right to receive dividends and vote the shares; provided, however, that (i) the Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Unvested Restricted Stock, (ii) the Company shall retain custody of the certificates evidencing shares of Unvested Restricted Stock, and (iii)

the Participant will deliver to the Company a stock power, endorsed in blank, with respect to shares of Unvested Restricted Stock. The limitations set forth in the preceding sentence shall not apply to shares of Unvested Restricted Stock once such shares become Vested Restricted Stock. If any transfer or other disposition of shares of Unvested Restricted Stock is made or attempted, such transfer shall be null and void and of no force and effect, and in addition to any other legal or equitable remedies which it may have, the Company may enforce its rights by action for specific performance (to the extent permitted by law) and the Company shall refuse to recognize any transferee as one of its shareholders for any purpose, including without limitation for purposes of dividend and voting rights. This Agreement shall be binding upon the Participant and his heirs, representatives, successors and assigns.

Stock Legends. In addition to such other legends that the Company determines are necessary and appropriate pursuant to the Performance Plan, each certificate of Common Stock issued pursuant to this Agreement shall bear on its face the following legend:

The shares represented by this certificate are subject to restrictions on transfer, a copy of the terms of which will be furnished by the Company to the holder of this certificate upon written request and without charge.

Dividends on Unvested Shares and Tax Matters. You agree that you will not file an election under Section 83(b) of the Code with respect to the Restricted Stock covered by this Agreement. In accordance with Internal Revenue Service (“IRS”) rules and regulations and assuming the Participant has not filed a timely election under Section 83(b) of the Code, the Company is treated as the owner for Federal income tax purposes of shares of Unvested Restricted Stock and all the dividends paid on the Participant’s Unvested Restricted Stock shall be classified as wages and included in the Participant’s Form W-2 in each of the respective years. In addition, a portion of each dividend on the Unvested Restricted Stock payable to the Participant will be remitted to the Company from the Company’s transfer agent to facilitate compliance with applicable tax withholding requirements or the Company may implement such other procedures as it deems appropriate to comply with tax withholding requirements. These monies will be remitted to the IRS on behalf of the Participant for various payroll taxes resulting from this portion of the dividend. The amount of the dividend paid on the Participant’s Vested Restricted Stock shall be reported as dividend income on Form 1099-DIV, which is prepared by and delivered to the Participant directly from the transfer agent. The total amount reported as wages on the Participant’s W-2 plus the amount reported as dividend income on the Participant’s 1099-DIV shall equal the total dividends paid to the Participant during the respective year.

Upon removal of the restrictions on the Unvested Restricted Stock, a taxable event will occur and the Participant will be responsible for payment of taxes due.

In the event that the Participant, in violation of the first sentence of this Section 6. files an election under Section 83(b) of the Code with respect to the shares of Unvested Restricted Stock covered by this Agreement, all such Unvested Restricted Stock shall, immediately prior to such filing and without notice, be forfeited by the Participant and the Participant shall have no rights with respect to such Unvested Restricted Stock as of and subsequent to the date of such filing.

Corporate Event. In the event of the declaration of a spin-off, a stock split, a recapitalization, a merger or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as a cash dividend) which are distributed with respect to Unvested Restricted Stock shall immediately be subject to the vesting and other restrictions of this Agreement to the same extent as the Unvested Restricted Stock to which such distributed property relates.

Right to Continued Services. Nothing herein shall confer upon the Participant any right to continued employment by the Company or any subsidiaries or affiliates or to continued service as a Director or limit in any way the right of the Company or any subsidiary or affiliate at any time to terminate or alter the terms of that employment or services as a Director.

Prior Agreements. This Agreement, the Performance Plan, the Severance Plan and the Employment Letter constitute the entire understanding between the Participant and the Company regarding this Stock Award. To the extent there is a conflict between the Severance Plan and this Agreement the terms of this Agreement shall control.

10.

Acceptance of Agreement. The shares of the Restricted Stock are granted subject to all of the applicable terms and provisions of the Performance Plan and this Agreement. The terms and provisions of the Performance Plan are incorporated by reference herein. The Participant accepts and agrees to be bound by all the terms and conditions hereof.

11.

Section 409A Compliance. To the fullest extent applicable, amounts and benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under Section 409A of the Code. To the extent that any such amount or benefit is or becomes subject to Section 409A of the Code due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or benefits. This Agreement shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent.

Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Participant is a Specified Employee (within the meaning of Section 409A(a)(2)(B)(i) of the Code, and as determined by the Company) on the date of termination of the Executive's employment and the Company reasonably determines that any amount or benefit payable under this Agreement payable due to the Participant’s separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code (“Separation Date”), constitutes nonqualified deferred compensation that will subject the Participant to “additional tax” under Section 409A(a)(1)(B) of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or benefit if paid or provided at the time specified in this Agreement, then the payment provision thereof shall be postponed to the first business day following the six month anniversary of the Participant’s Separation Date or, if earlier, the date of the Participant’s death.

Executed as of the 9th day of January, 2025.

NNN REIT, Inc.


By:	/s/ Betsy D. Holden
Name: Betsy D. Holden
Title: Chairperson of the Compensation Committee

I have read the Agreement and the Performance Plan and agree to the terms of this Stock Award, including, but not limited to, the vesting terms provided in Sections 3 and 7, and the provisions of Section 9. I acknowledge and accept that such vesting terms may be different than vesting terms described in my Employment Letter and the Severance Plan and that the vesting terms provided for in this Agreement shall control the Stock Award granted hereunder.

Participant:


By:	/s/ Vincent H. Chao
Name: Vincent H. Chao