National Retail Properties (NNN) 8-KEntry into a Material Definitive Agreement

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): April 16, 2024

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. ☐

NNN REIT, Inc. (the “Company”) entered into that certain Third Amended and Restated Credit Agreement, dated as of April 16, 2024 (the “Credit Agreement”), with Wells Fargo Bank, National Association, as Joint Lead Arranger, Joint Bookrunner and Administrative Agent, Bank of America, N.A., as Joint Lead Arranger, Joint Bookrunner and Syndication Agent, and a syndicate of lenders named therein. The Credit Agreement amends and restates that certain Second Amended and Restated Credit Agreement, dated as of June 23, 2021 (as amended, the “Existing Credit Agreement”), by and among the Company, Wells Fargo Bank, as Administrative Agent, and a syndicate of lenders named therein.

The Credit Agreement amended the terms under the Existing Credit Agreement by: (i) increasing the borrowing capacity to $1.2 billion from $1.1 billion; (ii) extending the termination date from June 23, 2025 to April 16, 2028; and (iii) reducing the letter of credit sublimit amount from $60 million to $10 million. No other material terms of the Existing Credit Agreement were modified as a result of the execution of the Credit Amendment. The termination date of the Credit Agreement remains subject to extensions exercisable at the option of the Company. Based on the Company’s current credit ratings, borrowings under the Credit Agreement will bear interest at an effective rate of SOFR plus a credit spread adjustment of 10 basis points plus a margin of 77.5 basis points, however such interest rate may change pursuant to the Company’s credit ratings.

The Credit Agreement contains certain (a) restrictive covenants, including, but not limited to, restrictions on the incurrence of additional indebtedness and liens, the ability to make certain payments and investments and the ability to enter into certain merger, consolidation, asset sale and affiliate transactions, and (b) financial maintenance covenants, including, but not limited to, a maximum leverage ratio, a minimum fixed charge ratio and a maximum secured indebtedness ratio. The Credit Agreement also contains representations and warranties, affirmative covenants and events of default, including certain cross defaults with the Company’s other indebtedness, customary for an agreement of its type. As is customary, certain events of default could result in an acceleration of the Company’s obligations under the Credit Agreement.

The foregoing summary is not an exhaustive description of the terms of the Credit Agreement, which is attached hereto as Exhibit 10.1, and such summary is qualified in its entirety by reference to the attached Credit Agreement.

The disclosure required by this Item 2.03 is included in Item 1.01 above and is incorporated herein by reference.

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.