NNN / NNN REIT, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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): August 15, 2025 NNN REIT, INC. (e

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): August 15, 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) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NNN REIT, INC. (Exa

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): August 5, 2025 NNN REIT, INC. (ex

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): August 5, 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) (Comm

NNN REIT, Inc. Announces Second Quarter 2025 Results and Increased 2025 Guidance

Exhibit 99.1 NEWS RELEASE For information contact: Vincent H. Chao Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE August 5, 2025 NNN REIT, Inc. Announces Second Quarter 2025 Results and Increased 2025 Guidance Orlando, Florida, August 5, 2025 – NNN REIT, Inc. (NYSE: NNN) (the "Company" or "NNN"), a real estate investment trust, today announced financial and operating results for the

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): August 1, 2025 NNN REIT, INC. (ex

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): August 1, 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) (Comm

Employment Letter, dated as of August 1, 2025, between the Company and Joshua P. Lewis.

August 1, 2025 Joshua P. Lewis Re: Employment Letter Agreement Dear Josh: We are delighted to memorialize your promotion to Executive Vice President, Chief Investment Officer of NNN REIT, Inc., a Maryland corporation (the “Company”), effective as of August 1, 2025 (the “Effective Date”), on the terms and conditions set forth in this letter agreement (this “Letter”). Accordingly, the parties hereto

The Twenty-third Supplemental Indenture between the Company and U.S. Bank Trust Company, National Association.

Exhibit 4.1 Execution Version NNN REIT, INC. as Issuer to U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Twenty-third Supplemental Indenture Dated as of July 1, 2025 Supplementing the Indenture dated as of March 25, 1998 $500,000,000 of 4.600% Notes due 2031 TWENTY-THIRD SUPPLEMENTAL INDENTURE, dated as of July 1, 2025 (this “Twenty-third Supplemental Indenture”), between NNN REIT, INC.,

Current Report

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): July 1, 2025 NNN REIT, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (Commission File Number

Form of 4.600% Notes due 2031.

Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

Underwriting Agreement, dated June 24, 2025, among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Execution Version NNN REIT, INC. $500,000,000 4.600% Notes due 2031 UNDERWRITING AGREEMENT June 24, 2025 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 and WELLS FARGO SECURITIES, LLC 550 South Tryon Street Charlotte, North Carolina 28202 and PNC CAPITAL MARKETS LLC 340 Madison Avenue, 11th Floor New York, New York 10173 and RBC CAPITAL MARKETS, LLC Brookfield Pl

$500,000,000 4.600% Notes due 2031

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-273605 PROSPECTUS SUPPLEMENT (To Prospectus dated August 2, 2023) $500,000,000 4.600% Notes due 2031 We are offering $500,000,000 aggregate principal amount of 4.600% notes due 2031. The notes will have the following terms: • Interest on the notes will be payable semi-annually on February 15 and August 15, commencing February

Table 1: Newly Registered and Carry Forward Securities

Calculation of Filing Fee Tables S-3 NNN REIT, INC. Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filin

SUBJECT TO COMPLETION, DATED JUNE 24, 2025

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-273605 This preliminary prospectus supplement relates to an effective shelf registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting a

NNN REIT, INC. Final Term Sheet $500,000,000 of 4.600% Notes due 2031 Issuer: NNN REIT, Inc. Expected Ratings (Moody’s / S&P):1 Baa1 / BBB+ Trade Date: June 24, 2025 Settlement Date: (T+5):2 July 1, 2025 Security Type: Senior Unsecured Notes Maturity

Dated June 24, 2025 Filed Pursuant to Rule 433 Registration Statement No. 333-273605 Supplementing the Preliminary Prospectus Supplement Dated June 24, 2025 and Prospectus Dated August 2, 2023 NNN REIT, INC. Final Term Sheet $500,000,000 of 4.600% Notes due 2031 Issuer: NNN REIT, Inc. Expected Ratings (Moody’s / S&P):1 Baa1 / BBB+ Trade Date: June 24, 2025 Settlement Date: (T+5):2 July 1, 2025 Sec

Submission of Matters to a Vote of Security Holders

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): May 13, 2025 NNN REIT, INC. (exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation or organization) (Commis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NNN REIT, INC. (Ex

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 1, 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) (Commiss

NNN REIT, Inc. Announces First Quarter 2025 Results and Maintains 2025 Guidance

Exhibit 99.1 NEWS RELEASE For information contact: Vincent H. Chao Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE May 1, 2025 NNN REIT, Inc. Announces First Quarter 2025 Results and Maintains 2025 Guidance Orlando, Florida, May 1, 2025 – NNN REIT, Inc. (NYSE: NNN) (the "Company" or "NNN"), a real estate investment trust, today announced financial and operating results for the quarter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru

Third Amended and Restated Bylaws of the Registrant, as amended through the Sixth Amendment to the Bylaws, dated March 13, 2025.

Exhibit 3.2 TABLE OF CONTENTS Part I Third Amended and Restated Bylaws of Commercial Net Lease Realty, Inc. 2 Part II First Amendment to the Third Amended and Restated Bylaws of Commercial Net Lease Realty, Inc. 15 Second Amendment to the Third Amended and Restated Bylaws of National Retail Properties, Inc. 16 Third Amendment to the Third Amended and Restated Bylaws of National Retail Properties,

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 NNN REIT, INC. (exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation or organization) (Comm

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 11, 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) (C

Insider Trading Policy (filed herewith)

Exhibit 19 NNN REIT, INC. INSIDER TRADING POLICY I. INTRODUCTION The following Insider Trading Policy (the “Policy”) of NNN REIT, Inc. and all of its subsidiaries (collectively, the “Company”), has been adopted by and is intended to govern the conduct of the Company’s directors, officers, employees, and entities and other individuals that they control (“Covered Persons”). II. PURPOSE The U.S. fede

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-11290 NNN REIT

2024 Annual Results and 2025 Guidance Announced By NNN REIT, Inc.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE February 11, 2025 2024 Annual Results and 2025 Guidance Announced By NNN REIT, Inc. Orlando, Florida, February 11, 2025 – NNN REIT, Inc. (NYSE: NNN), a real estate investment trust, today announced operating results for the quarter and year ended December 31, 2024. Highl

ANNUAL SUPPLEMENTAL DATA As of December 31, 2024 TABLE OF CONTENTS

Exhibit 99.2 ANNUAL SUPPLEMENTAL DATA As of December 31, 2024 TABLE OF CONTENTS PAGE Financial Summary Income Statement Summary 4 Funds From Operations (FFO) 5 Core Funds From Operations (Core FFO) 6 Adjusted Funds From Operations (AFFO) 7 Other Information 8 EBITDA 8 Balance Sheet Summary 9 Debt Summary 10 Credit Metrics 11 Credit Facility and Note Covenants 11 Long-Term Dividend History 12 Trans

Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed herewith).

NYSE Domestic Section 303A Written Affirmation Issuer NNN REIT, Inc. Exchange NYSE WA Year 2024 WA Type1 Annual Notice of Non-compliance: Yes 2 No Part I INSTRUCTIONS: Companies listed on the New York Stock Exchange (the “Exchange” or “NYSE”) must comply with the applicable corporate governance requirements set forth in Section 303A of the NYSE Listed Company Manual (the “Manual”) . Please provide t

Subsidiaries of the Registrant (filed herewith).

Exhibit 21 NNN REIT, INC. SUBSIDIARIES OF THE REGISTRANT December 31, 2024 Subsidiary Jurisdiction of Formation CCMH V, LLC Delaware CNL Commercial Mortgage Funding, Inc. Delaware NNN REIT Trust Maryland NNN REIT, LP Delaware Net Lease Funding, Inc. Maryland Net Lease Realty I, Inc. Maryland NNN Athletic I LLC Delaware NNN Brokerage Services, Inc. Maryland NNN CA Auto Svc LLC Delaware NNN GP Corp.

Retirement and Transition Agreement, dated as of January 9, 2025, between the Company and Kevin B. Habicht.

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, Execu

Employment Letter, dated as of January 9, 2025, between the Company and Vincent H. Chao.

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

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. (e

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) (Com

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 16, 2024 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) (C

Employment Letter, dated as of December 16, 2024, between the Company and Michelle L. Miller.

December 16, 2024 Michelle L. Miller Re: Employment Letter Agreement Dear Michelle: We are delighted to memorialize your continuing employment as Executive Vice President, Chief Accounting Officer and Chief Technology Officer of NNN REIT, Inc., a Maryland corporation (the “Company”), effective as of January 1, 2025 (the “Effective Date”), on the terms and conditions set forth in this letter agreem

Third Quarter 2024 Operating Results Announced by NNN REIT, Inc.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE October 31, 2024 Third Quarter 2024 Operating Results Announced by NNN REIT, Inc. Orlando, Florida, October 31, 2024 – NNN REIT, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter and nine months ended September 30, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NNN REIT, INC.

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): October 31, 2024 NNN REIT, INC. (

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): October 31, 2024 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) (Co

17,500,000 Shares NNN REIT, Inc. Common Stock

Filed Pursuant to Rule 424(b)(5) Registration File No. 333-273605 PROSPECTUS SUPPLEMENT (To Prospectus Supplement dated August 3, 2023 and Prospectus dated August 2, 2023) 17,500,000 Shares NNN REIT, Inc. Common Stock This prospectus supplement is being filed to update, amend and supplement certain information in the prospectus supplement dated and filed with the Securities and Exchange Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NNN REIT, INC. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 1, 2024 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) (Comm

Second Quarter 2024 Operating Results and Increased 2024 Guidance Announced by NNN REIT, Inc.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE August 1, 2024 Second Quarter 2024 Operating Results and Increased 2024 Guidance Announced by NNN REIT, Inc. Orlando, Florida, August 1, 2024 – NNN REIT, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter and six month

Underwriting Agreement, dated May 21, 2024, among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC, TD Securities (USA) LLC and Truist Securities, Inc., as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Execution Version NNN REIT, INC. $500,000,000 5.500% Notes due 2034 UNDERWRITING AGREEMENT May 21, 2024 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 and WELLS FARGO SECURITIES, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 and PNC CAPITAL MARKETS LLC 300 Fifth Ave, 10th Floor Pittsburgh, PA 15222 and TD SECURITIES (USA) LLC 1 Vanderbilt

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): May 29, 2024 NNN REIT, INC. (Exac

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): May 29, 2024 NNN REIT, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (Commission File Number

Form of Twenty-second Supplemental Indenture between the Registrant and U.S. Bank Trust Company, National Association, relating to 5.500% Notes due 2034 (filed on May 29, 2024 as Exhibit 4.1 to Registrant's Current Report on Form 8-K).

EX-4.1 Exhibit 4.1 Execution Version NNN REIT, INC. as Issuer to U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Twenty-second Supplemental Indenture Dated as of May 29, 2024 Supplementing the Indenture dated as of March 25, 1998 $500,000,000 of 5.500% Notes due 2034 TWENTY-SECOND SUPPLEMENTAL INDENTURE, dated as of May 29, 2024 (this “Twenty-second Supplemental Indenture”), between NNN R

Form of 5.500% Notes due 2034 (filed on May 29, 2024 as Exhibit 4.2 to Registrant's Current Report on Form 8-K).

EX-4.2 Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Calculation of Filing Fee Tables (Form Type) NNN REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) NNN REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry

$500,000,000 5.500% Notes due 2034

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-273605 PROSPECTUS SUPPLEMENT (To Prospectus dated August 2, 2023) $500,000,000 5.500% Notes due 2034 We are offering $500,000,000 aggregate principal amount of 5.500% notes due 2034. The notes will have the following terms: • Interest on the notes will be payable semi-annually on June 15 and December 15,     commencing Decembe

NNN REIT, INC. Final Term Sheet $500,000,000 of 5.500% Notes due 2034 Issuer: NNN REIT, Inc. Expected Ratings (Moody’s / S&P)1: Baa1 / BBB+ Trade Date: May 21, 2024 Settlement Date: (T+5)2: May 29, 2024 Security Type: Senior Unsecured Notes Maturity

Dated May 21, 2024 Filed Pursuant to Rule 433 Registration Statement No. 333-273605 Supplementing the Preliminary Prospectus Supplement Dated May 21, 2024 and Prospectus Dated August 2, 2023 NNN REIT, INC. Final Term Sheet $500,000,000 of 5.500% Notes due 2034 Issuer: NNN REIT, Inc. Expected Ratings (Moody’s / S&P)1: Baa1 / BBB+ Trade Date: May 21, 2024 Settlement Date: (T+5)2: May 29, 2024 Securi

SUBJECT TO COMPLETION, DATED MAY 21, 2024

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-273605 This preliminary prospectus supplement relates to an effective shelf registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting a

Submission of Matters to a Vote of Security Holders

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): May 15, 2024 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) (Commis

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): May 1, 2024 NNN REIT, INC. (exact

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): May 1, 2024 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) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NNN REIT, INC. (Ex

FIRST QUARTER 2024 OPERATING RESULTS ANNOUNCED BY NNN REIT, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE May 1, 2024 FIRST QUARTER 2024 OPERATING RESULTS ANNOUNCED BY NNN REIT, INC. Orlando, Florida, May 1, 2024 – NNN REIT, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter ended March 31, 2024. Highlights include: Operat

Third Amended and Restated Credit Agreement, dated as of April 16, 2024, by and among NNN REIT, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein.

Exhibit 10.1 Loan Number: 1001642-1 Execution Version THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 16, 2024 by and among NNN REIT, INC., as Borrower, The financial institutions party hereto and their assignees under Section 12.6., as Lenders, WELLS FARGO Bank, National Association, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, Each of WELLS FARGO SECURITIES

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. (ex

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) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation or organization) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitted by Ru

Form of Authorization Form.

EX-99.1 Exhibit 99.1 NNN REIT, Inc. Shareholder Request Form If you need assistance, please call Equiniti Trust Company, LLC at the number listed below. Return the completed form to:   Equiniti Trust Company, LLC   55 Challenger Road, Floor 2   Ridgefield Park, NJ 07660 Toll Free 1-866-627-2644  Please complete all sections that apply: Make initial investment: 1, 2, 3 & 5 Current Shareholders: Pur

As filed with the Securities and Exchange Commission on February 21, 2024

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on February 21, 2024 Registration No.

Filing Fee Table.

EX-FILING FEES Exhibit 107.1 Calculation of Filing Fee Tables S-3 (Form Type) NNN REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registratio

NNN / NNN REIT, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01558-nnnreitinc.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 19)* Name of issuer: NNN REIT Inc Title of Class of Securities: Common Stock CUSIP Number: 637417106 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule

Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed herewith).

ANNUAL SUPPLEMENTAL DATA As of December 31, 2023 TABLE OF CONTENTS

Exhibit 99.2 ANNUAL SUPPLEMENTAL DATA As of December 31, 2023 TABLE OF CONTENTS PAGE Financial Summary Income Statement Summary 4 Funds From Operations (FFO) 5 Core Funds From Operations (Core FFO) 6 Adjusted Funds From Operations (AFFO) 7 Other Information 8 EBITDA 8 Balance Sheet Summary 9 Debt Summary 10 Credit Metrics 11 Credit Facility and Note Covenants 11 Long-Term Dividend History 12 Trans

Subsidiaries of the Registrant (filed herewith).

Exhibit 21 NNN REIT, INC. SUBSIDIARIES OF THE REGISTRANT December 31, 2023 Subsidiary Jurisdiction of Formation CCMH V, LLC Delaware CNL Commercial Mortgage Funding, Inc. Delaware NNN REIT Trust Maryland NNN REIT, LP Delaware Net Lease Funding, Inc. Maryland Net Lease Realty I, Inc. Maryland NNN Athletic I LLC Delaware NNN Brokerage Services, Inc. Maryland NNN CA Auto Svc LLC Delaware NNN GP Corp.

EX-99.1

NYSEJ NYSE Domestic Section 3O3A Written Affirmation lssuer NNN REIT, Inc. Exchange NYSE WA Year 2023 WA Typel Annual Notice of Non

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 8, 2024 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) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-11290 NNN REIT

2023 ANNUAL RESULTS AND 2024 GUIDANCE ANNOUNCED BY NNN REIT, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE February 8, 2024 2023 ANNUAL RESULTS AND 2024 GUIDANCE ANNOUNCED BY NNN REIT, INC. Orlando, Florida, February 8, 2024 – NNN REIT, Inc. (NYSE: NNN), a real estate investment trust, today announced operating results for the quarter and year ended December 31, 2023. Highlig

Employment Letter, dated November 30, 2023, between the Registrant and Gina M. Steffens Lubno (filed herewith)

Exhibit 10.12 November 30, 2023 Gina M. Steffens Lubno Re: Employment Letter Agreement Dear Gina: We are delighted to memorialize your appointment as Executive Vice President, General Counsel and Secretary of NNN REIT, Inc., a Maryland corporation (the “Company”), effective as of November 30, 2023 (the “Effective Date”), on the terms and conditions set forth in this letter agreement (this “Letter”

Incentive-based Compensation Recoupment Policy (filed herewith).

Exhibit 97.1 NNN REIT, InC. INCENTIVE-BASED COMPENSATION RECOUPMENT POLICY 1. Purpose The Board of Directors (the “Board”) of NNN REIT, Inc., a Maryland corporation (the “Company”), has adopted this Incentive-Based Compensation Recoupment Policy (this “Policy”) to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Sec

NNN / NNN REIT, Inc. / VICTORY CAPITAL MANAGEMENT INC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NNN REIT Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 637417106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule i

Retirement and Transition Agreement, dated November 21, 2023, between Registrant and Christopher P. Tessitore (filed on November 21, 2023 as Exhibit 10.1 to the Registrant's Current Report on Form 8-K).

Exhibit 10.1 RETIREMENT AND TRANSITION AGREEMENT THIS RETIREMENT AND TRANSITION AGREEMENT (this “Agreement”), dated as of November 21, 2023, 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 Christopher P. Tessitore, residing at the address set forth on the signature page hereof (“Executive”). WHER

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 21, 2023 NNN REIT, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (Commission File N

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): November 1, 2023

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): November 1, 2023 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) (Co

THIRD QUARTER 2023 OPERATING RESULTS AND INCREASED 2023 GUIDANCE ANNOUNCED BY NNN REIT, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE November 1, 2023 THIRD QUARTER 2023 OPERATING RESULTS AND INCREASED 2023 GUIDANCE ANNOUNCED BY NNN REIT, INC. Orlando, Florida, November 1, 2023 – NNN REIT, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter and nine m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NNN REIT, INC.

Employment Letter, dated August 14, 2023, between the Registrant and Jonathan A. Adamo (filed on November 1, 2023 as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q).

Exhibit 10.1 August 14, 2023 Jonathan A. Adamo Re: Employment Letter Agreement Dear Jon: We are delighted to memorialize your promotion to Executive Vice President, Portfolio Operations of NNN REIT, Inc., a Maryland corporation (the “Company”), effective as of August 14, 2023 (the “Effective Date”), on the terms and conditions set forth in this letter agreement (this “Letter”). Accordingly, the pa

Form of Twenty-first Supplemental Indenture between the Registrant and U.S. Bank Trust Company, National Association relating to 5.600% Notes due 2033 (filed on August 15, 2023 as Exhibit 4.1 to Registrant's Current Report on Form 8-K).

EX-4.1 Exhibit 4.1 NNN REIT, INC. as Issuer to U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee Twenty-first Supplemental Indenture Dated as of August 15, 2023 Supplementing the Indenture dated as of March 25, 1998 $500,000,000 of 5.600% Notes due 2033 TWENTY-FIRST SUPPLEMENTAL INDENTURE, dated as of August 15, 2023 (this “Twenty-first Supplemental Indenture”), between NNN REIT, INC., form

Underwriting Agreement, dated August 8, 2023, among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, and U.S. Bancorp Investments, Inc. as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 NNN REIT, INC. $500,000,000 5.600% Notes due 2033 UNDERWRITING AGREEMENT August 8, 2023 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 and WELLS FARGO SECURITIES, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 and CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013 and MORGAN STANLEY & CO. LLC 1585 Broadway New York,

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 15, 2023 NNN REIT, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (Commission File Num

Form of 5.600% Notes due 2033 (filed on August 15, 2023 as Exhibit 4.2 to Registrant's Current

EX-4.2 Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Calculation of Filing Fee Tables (Form Type) NNN REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) NNN REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry F

$500,000,000 5.600% Notes due 2033

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-273605 PROSPECTUS SUPPLEMENT (To Prospectus dated August 2, 2023) $500,000,000 5.600% Notes due 2033 We are offering $500,000,000 aggregate principal amount of 5.600% notes due 2033. The notes will have the following terms: • Interest on the notes will be payable semi-annually on April 15 and October 15, commencing April

NNN REIT, INC. Final Term Sheet $500,000,000 of 5.600% Notes due 2033 Issuer: NNN REIT, Inc. (formerly known as National Retail Properties, Inc.) Expected Ratings (Moody’s / S&P)1: Baa1 / BBB+ Trade Date: August 8, 2023 Settlement Date: (T+5): August

Dated August 8, 2023 Filed Pursuant to Rule 433 Registration Statement No. 333-273605 Supplementing the Preliminary Prospectus Supplement Dated August 8, 2023 and Prospectus Dated August 2, 2023 NNN REIT, INC. Final Term Sheet $500,000,000 of 5.600% Notes due 2033 Issuer: NNN REIT, Inc. (formerly known as National Retail Properties, Inc.) Expected Ratings (Moody’s / S&P)1: Baa1 / BBB+ Trade Date:

SUBJECT TO COMPLETION, DATED AUGUST 8, 2023

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-273605 This preliminary prospectus supplement relates to an effective shelf registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offe

Equity Distribution Agreement, dated August 3, 2023, among the Company and each of Wells Fargo Securities, LLC, BofA Securities, Inc., B. Riley Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC, and Truist Securities, Inc., as sales agent and, together with Nomura Securities International, Inc. (acting through BTIG, LLC as agent) and except in the case of BTIG, LLC and Capital One Securities, Inc., as a forward seller, and each of Wells Fargo, National Association, Bank of America, N.A., B. Riley Securities, Inc., Citibank, N.A., Jefferies LLC, Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., Raymond James & Associates, Inc., Royal Bank of Canada, The Toronto-Dominion Bank and Truist Bank, each in its capacity as forward purchaser.

Exhibit 1.1 Execution Version NNN REIT, INC. 17,500,000 Shares Common Stock ($0.01 par value per share) Equity Distribution Agreement August 3, 2023 Wells Fargo Securities, LLC 500 West 33rd Street New York, NY 10001 BofA Securities, Inc. One Bryant Park New York, NY 10036 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 BTIG, LLC 65 East 55th Street New York, NY 10022 Capi

Calculation of Filing Fee Tables (Form Type) NNN REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount

EXHIBIT 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) NNN REIT, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit (1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (2)

17,500,000 Shares NNN REIT, Inc. Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-273605 PROSPECTUS SUPPLEMENT (To Prospectus dated August 2, 2023) 17,500,000 Shares NNN REIT, Inc. Common Stock We have entered into an equity distribution agreement dated August 3, 2023, with Wells Fargo Securities, LLC, BofA Securities, Inc., B. Riley Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citi

Financial Statements and Exhibits, Other Events

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): August 3, 2023 NNN REIT, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (Commission File Numb

Form of Master Forward Confirmation.

Exhibit 1.2 Final Form FORM OF MASTER FORWARD CONFIRMATION To: NNN REIT, Inc. From: [Dealer] Re: Issuer Share Forward Sale Transactions Date: August 3, 2023 Ladies and Gentlemen: The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the Forwards (as defined in the Equity Distribution Agreement) to be entered into from time to time between [Deale

As filed with the Securities and Exchange Commission on August 2, 2023

Table of Contents As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

Statement of Eligibility of Trustee on Form T-1

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

SECOND QUARTER 2023 OPERATING RESULTS AND INCREASED 2023 GUIDANCE ANNOUNCED BY NNN REIT, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE August 2, 2023 SECOND QUARTER 2023 OPERATING RESULTS AND INCREASED 2023 GUIDANCE ANNOUNCED BY NNN REIT, INC. Orlando, Florida, August 2, 2023 – NNN REIT, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter and six month

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Table Form S-8 (Form Type) NNN REIT, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Equity C

As filed with the Securities and Exchange Commission on August 2, 2023

As filed with the Securities and Exchange Commission on August 2, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NNN REIT, INC. (Exa

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): August 2, 2023

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): August 2, 2023 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) (Comm

First Amended and Restated Articles of Incorporation of the Registrant, as amended through the Second Amendment, dated May 1, 2023 (filed herewith).

Exhibit 3.1 TABLE OF CONTENTS Part I First Amended and Restated Articles of Incorporation of Commercial Net Lease Realty, Inc. 2 Part II Articles of Amendment to First Amended and Restated Articles of Incorporation of Commercial Net Lease Realty, Inc. 15 Articles of Merger Merging Commercial Net Lease Realty Services, Inc. Into Commercial Net Lease Realty, Inc. 17 Articles of Amendment to First Am

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 ASR (Form Type) NNN REIT, Inc.

Third Amended and Restated Bylaws of the Registrant, as amended through the Fifth Amendment thereto (filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q dated August 2, 2023, and incorporated herein by reference).

Exhibit 3.2 TABLE OF CONTENTS Part I Third Amended and Restated Bylaws of Commercial Net Lease Realty, Inc. 2 Part II Certification of First Amendment to Third Amended and Restate Bylaws of Commercial Net Lease Realty, Inc. 15 Exhibit A to First Amendment to the Third Amended and Restated Bylaws of Commercial Net Lease Realty, Inc. 16 Second Amendment to Third Amended and Restated Bylaws of Nation

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): May 16, 2023 NNN REIT, INC. (exac

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): May 16, 2023 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) (Commis

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): May 2, 2023 NNN REIT, INC. (exact

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): May 2, 2023 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) (Commiss

FIRST QUARTER 2023 OPERATING RESULTS ANNOUNCED BY NNN REIT, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE May 2, 2023 FIRST QUARTER 2023 OPERATING RESULTS ANNOUNCED BY NNN REIT, INC. Orlando, Florida, May 2, 2023 – NNN REIT, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter ended March 31, 2023. Highlights include: Operat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NNN REIT, INC. (Ex

First Amended and Restated Articles of Incorporation of the Registrant, as amended through the Second Amendment, dated May 1, 2023 (filed on April 27, 2023 as Exhibit 3.1 to the Registrant's Current Report on Form 8-K).

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION OF NATIONAL RETAIL PROPERTIES, INC.

Third Amended and Restated Bylaws of the Registrant, as amended through the Fifth Amendment to Bylaws, dated May 1, 2023 (filed on April 27, 2023 as Exhibit 3.2 to the Registrant's Current Report on Form 8-K).

FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED BYLAWS OF NATIONAL RETAIL PROPERTIES, INC.

NATIONAL RETAIL PROPERTIES, INC. CHANGES NAME TO NNN REIT, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE April 27, 2023 NATIONAL RETAIL PROPERTIES, INC. CHANGES NAME TO NNN REIT, INC. Orlando, Florida, April 27, 2023 - National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, announced today that its Board of Directors unanimously approved changing the c

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 27, 2023 NATIONAL RETAIL PR

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 27, 2023 NATIONAL RETAIL PROPERTIES, INC. (exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] Confidential, For Use of the Commission Only (as Permitted

Employment Agreement dated as of February 15, 2018 between the Registrant and Michelle L. Miller (filed on February 9, 2023 as Exhibit 10.9 to the Registrant's Annual Report on Form 10-K).

Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) dated as of February 15, 2018, by and between National Retail Properties, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), and Michelle L. Miller, residing at the address set forth on the signature page hereof (“Executive”). WHEREAS, the Company des

Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed herewith).

Exhibit 99.1

EX-99.1

-1 NYSe.' NYSE Domestic Section 3O3A Written Affirmation lssuer National Retail Properties, Inc. Exchange NYSE WA Year 2022 WA Typel Annual Notice of Non-compliance: O v"r2 ON" Part I INSTRUCTIONS: Companies listed on the New York Stock Exchange (the "Exchange" or "NYSE") must comply with the applicable corporate governance requirements set forth in Section 3O3A of the NYSE Listed Company Manual (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-11290 NATIONAL

NNN / National Retail Properties, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01483-nationalretailproper.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 18)* Name of issuer: National Retail Properties Inc. Title of Class of Securities: REIT CUSIP Number: 637417106 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box t

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 9, 2023 NATIONAL RETAIL PROPERTIES, INC. (exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation or

ANNUAL SUPPLEMENTAL DATA As of December 31, 2022 TABLE OF CONTENTS

Exhibit 99.2 ANNUAL SUPPLEMENTAL DATA As of December 31, 2022 TABLE OF CONTENTS PAGE REFERENCE Financial Summary Income Statement Summary 4 Funds From Operations (FFO) 5 Core Funds From Operations 5 Adjusted Funds From Operations (AFFO) 6 Other Information 7 EBITDA 7 Balance Sheet 8 Debt Summary 9 Credit Metrics 11 Credit Facility and Note Covenants 11 Long-Term Dividend History 12 Transaction Sum

RECORD ANNUAL RESULTS AND 2023 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE February 9, 2023 RECORD ANNUAL RESULTS AND 2023 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, February 9, 2023 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced operating results for the quarter and

Subsidiaries of the Registrant (filed herewith).

Exhibit 21 NATIONAL RETAIL PROPERTIES, INC. SUBSIDIARIES OF THE REGISTRANT December 31, 2022 Subsidiary Jurisdiction of Formation CCMH V, LLC Delaware CNL Commercial Mortgage Funding, Inc. Delaware National Retail Properties Trust Maryland National Retail Properties, LP Delaware Net Lease Funding, Inc. Maryland Net Lease Realty I, Inc. Maryland NNN - NatGro LLC Delaware NNN Athletic I LLC Delaware

First Amendment to Second Amended and Restated Credit Agreement, dated as of December 16, 2022, by and among National Retail Properties, Inc., Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein.

Exhibit 10.1 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December 16, 2022, by and among National REtail PROPERTIES, Inc., a corporation formed under the laws of the State of Maryland (the “Borrower”), each of the Lenders party hereto, and Wells Fargo Bank, National Association,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 16, 2022 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAI

THIRD QUARTER 2022 OPERATING RESULTS AND INCREASED 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE November 2, 2022 THIRD QUARTER 2022 OPERATING RESULTS AND INCREASED 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, November 2, 2022 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operatin

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: November 2, 2022 NATIONAL RETAIL PROPERTIES, 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 Nu

ELIZABETH CASTRO GULACSY APPOINTED TO BOARD OF DIRECTORS OF NATIONAL RETAIL PROPERTIES, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE August 16, 2022 ELIZABETH CASTRO GULACSY APPOINTED TO BOARD OF DIRECTORS OF NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, August 16, 2022 - The Board of Directors of National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced that E

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): August 16, 2022 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (C

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: August 3, 2022 NATIONAL RETAIL PROPERTIES, 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 Numb

SECOND QUARTER 2022 OPERATING RESULTS AND INCREASED 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE August 3, 2022 SECOND QUARTER 2022 OPERATING RESULTS AND INCREASED 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, August 3, 2022 ? National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAIL PRO

Submission of Matters to a Vote of Security Holders

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: May 12, 2022 NATIONAL RETAIL PROPERTIES, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAIL PR

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: May 3, 2022 NATIONAL RETAIL PROPERTIES, 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)

FIRST QUARTER 2022 OPERATING RESULTS AND INCREASED 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE May 3, 2022 FIRST QUARTER 2022 OPERATING RESULTS AND INCREASED 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, May 3, 2022 ? National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] Confidential, For Use of the Commission Only (as Permitted

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 17, 2022 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation)

NNN / National Retail Properties, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 17)* Name of issuer: National Retail Properties Inc. Title of Class of Securities: REIT CUSIP Number: 637417106 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

ANNUAL SUPPLEMENTAL DATA As of December 31, 2021 TABLE OF CONTENTS

Exhibit 99.2 ANNUAL SUPPLEMENTAL DATA As of December 31, 2021 TABLE OF CONTENTS PAGE REFERENCE Financial Summary Income Statement Summary 4 Funds From Operations (FFO) 5 Core Funds From Operations 5 Adjusted Funds From Operations (AFFO) 6 Other Information 7 EBITDA 7 Balance Sheet 8 Debt Summary 9 Credit Metrics 11 Credit Facility and Note Covenants 11 Long-Term Dividend History 12 Transaction Sum

Subsidiaries of the Registrant (filed herewith).

Exhibit 21 NATIONAL RETAIL PROPERTIES, INC. SUBSIDIARIES OF THE REGISTRANT December 31, 2021 Subsidiary Jurisdiction of Formation CCMH V, LLC Delaware CNL Commercial Mortgage Funding, Inc. Delaware Gator Pearson, LLC Delaware National Retail Properties Trust Maryland National Retail Properties, LP Delaware Net Lease Funding, Inc. Maryland Net Lease Realty I, Inc. Maryland NNN - NatGro LLC Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-11290 NATIONAL

Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed herewith).

NYSE Domestic Section 303A Written A?rmation Issuer National Retail Properties, Inc.

EX-99.1

RECORD ANNUAL RESULTS AND INCREASED 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE February 9, 2022 RECORD ANNUAL RESULTS AND INCREASED 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, February 9, 2022 ? National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced operating results for the q

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: February 9, 2022 NATIONAL RETAIL PROPERTIES, 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 Nu

National Retail Properties, Inc. Executive Severance and Change of Control Plan.

Exhibit 10.3 NATIONAL RETAIL PROPERTIES, INC. EXECUTIVE SEVERANCE AND CHANGE OF CONTROL PLAN ARTICLE I PURPOSE AND PARTICIPATION Section 1.1. Adoption; Purpose. The Board of Directors (the ?Board?) of National Retail Properties, Inc., a Maryland corporation (the ?Company?), has adopted this Executive Severance and Change of Control Plan (this ?Plan?) for the purpose of providing severance and chan

Retirement and Transition Agreement, dated as of January 19, 2022, between the Company and Julian E. Whitehurst.

Exhibit 10.1 RETIREMENT AND TRANSITION AGREEMENT THIS RETIREMENT AND TRANSITION AGREEMENT (this ?Agreement?), dated as of January 19, 2022, by and between National Retail Properties, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the ?Company?), and Julian E. Whitehurst, residing at the address set forth on the signature page hereof (?Exec

Employment Letter, dated as of January 19, 2022, between the Company and Stephen A. Horn, Jr.

Exhibit 10.2 January 19, 2022 Re: Employment Letter Agreement Dear Stephen: We are delighted to memorialize your promotion to President and Chief Executive Officer of National Retail Properties, Inc., a Maryland corporation (the ?Company?), effective as of April 29, 2022 (the ?Effective Date?), on the terms and conditions set forth in this letter agreement (this ?Letter?). This Letter, together wi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 19, 2022 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (

KAMAU WITHERSPOON APPOINTED TO BOARD OF DIRECTORS OF NATIONAL RETAIL PROPERTIES, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 November 18, 2021 KAMAU WITHERSPOON APPOINTED TO BOARD OF DIRECTORS OF NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, November 18, 2021 ? National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced that Kamau Witherspoon was appointed to the Board of Dire

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 17, 2021 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation)

THIRD QUARTER 2021 OPERATING RESULTS AND 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE November 2, 2021 THIRD QUARTER 2021 OPERATING RESULTS AND 2022 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, November 2, 2021 ? National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAI

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: November 2, 2021 NATIONAL RETAIL PROPERTIES, 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 Nu

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 29, 2021, pursuant to the provisions of Rule 12d2-2 (a).

The Twentieth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association.

Exhibit 4.1 NATIONAL RETAIL PROPERTIES, INC. as Issuer to U.S. BANK NATIONAL ASSOCIATION as Trustee Twentieth Supplemental Indenture Dated as of September 24, 2021 Supplementing the Indenture dated as of March 25, 1998 $450,000,000 of 3.000% Notes due 2052 TWENTIETH SUPPLEMENTAL INDENTURE, dated as of September 24, 2021 (this ?Twentieth Supplemental Indenture?), between NATIONAL RETAIL PROPERTIES,

Underwriting Agreement, dated September 15, 2021, among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., PNC Capital Markets LLC, RBC Capital Markets, LLC, and Truist Securities, Inc. as representatives of the several underwriters named therein.

Exhibit 1.1 EXECUTION VERSION NATIONAL RETAIL PROPERTIES, INC. $450,000,000 3.000% Notes due 2052 UNDERWRITING AGREEMENT September 15, 2021 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 and WELLS FARGO SECURITIES, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 and CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10013 and PNC CAPITAL MAR

Form of 3.000% Note due 2052.

Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (?DTC?), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 24, 2021 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation)

NATIONAL RETAIL PROPERTIES, INC. Final Term Sheet $450,000,000 of 3.000% Notes due 2052 Issuer: National Retail Properties, Inc. Expected Ratings: (Moody’s / S&P)1: Baa1 / BBB+ Trade Date: September 15, 2021 Settlement Date: (T+7)2: September 24, 202

Dated September 15, 2021 Filed Pursuant to Rule 433 Registration Statement No. 333-240297 Supplementing the Preliminary Prospectus Supplement Dated September 15, 2021 and Prospectus Dated August 3, 2020 NATIONAL RETAIL PROPERTIES, INC. Final Term Sheet $450,000,000 of 3.000% Notes due 2052 Issuer: National Retail Properties, Inc. Expected Ratings: (Moody?s / S&P)1: Baa1 / BBB+ Trade Date: Septembe

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee (1) 3.000% Notes due 2052 — — $450,000,000 $49,095.

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-240297 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee (1) 3.000% Notes due 2052 ? ? $450,000,000 $49,095.00 Total ? ? $450,000,000 $49,095.00 (1) This filing fee is calculated

SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 2021

Table of Contents This preliminary prospectus supplement relates to an effective shelf registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed.

National Retail Properties, Inc. 450 South Orange Avenue, Suite 900 Orlando, Florida 32801 (407) 265-7348

National Retail Properties, Inc. 450 South Orange Avenue, Suite 900 Orlando, Florida 32801 (407) 265-7348 August 3, 2021 Via EDGAR Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: William Demarest Kristi Marrone Re: National Retail Properties, Inc. Form 10-K for the Fiscal Year Ended December 31, 2020 Filed February 11, 2021 File No. 001-11290 Dear Sir/Madam: Ple

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: August 3, 2021 NATIONAL RETAIL PROPERTIES, 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 Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAIL PRO

SECOND QUARTER 2021 OPERATING RESULTS AND INCREASED 2021 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE August 3, 2021 SECOND QUARTER 2021 OPERATING RESULTS AND INCREASED 2021 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, August 3, 2021 ? National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for th

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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: June 23, 2021 NATIONAL RETAIL PROPERTIES, 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 Numbe

Second Amended and Restated Credit Agreement, dated June 23, 2021, by and among the Registrant, Wells Fargo Bank, National Association, as Administrative Agent, and a syndicate of lenders named therein (filed on June 25, 2021 as Exhibit 10.1 to the Registrant's Current Report on Form 8-K).

Exhibit 10.1 Executed Version SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 23, 2021 by and among NATIONAL RETAIL PROPERTIES, INC., as Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.6., as Lenders, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, Each of WELLS FARGO SECURITIES, LLC

Submission of Matters to a Vote of Security Holders

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: May 12, 2021 NATIONAL RETAIL PROPERTIES, 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

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAIL PR

FIRST QUARTER 2021 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE May 4, 2021 FIRST QUARTER 2021 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, May 4, 2021 ? National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter ended March 31, 2021. Hig

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: May 4, 2021 NATIONAL RETAIL PROPERTIES, 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)

NATIONAL RETAIL PROPERTIES, INC. ANNOUNCES WEBCAST OF ITS ANNUAL MEETING OF STOCKHOLDERS; URGES STOCKHOLDERS TO PARTICIPATE REMOTELY

Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE April 28, 2021 NATIONAL RETAIL PROPERTIES, INC. ANNOUNCES WEBCAST OF ITS ANNUAL MEETING OF STOCKHOLDERS; URGES STOCKHOLDERS TO PARTICIPATE REMOTELY Orlando, Florida, April 28, 2021 - National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, announced

Financial Statements and Exhibits, Other Events

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 28, 2021 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* National Retail Properties, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 637417106 (CUSIP Number) 22 March 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] Confidential, For Use of the Commission Only (as Permitted

Form of 3.500% Notes due 2051 (filed on March 10, 2021 as Exhibit 4.2 to Registrant's Current Report on Form 8-K).

Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (?DTC?), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2021 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (Co

Underwriting Agreement, dated March 1, 2021, among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, TD Securities (USA) LLC, and U.S. Bancorp Investments, Inc. as representatives of the several underwriters named therein.

Exhibit 1.1 NATIONAL RETAIL PROPERTIES, INC. $450,000,000 3.500% Notes due 2051 UNDERWRITING AGREEMENT March 1, 2021 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 and WELLS FARGO SECURITIES, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 and MORGAN STANLEY & CO. LLC 1585 Broadway, 4th Floor New York, New York 10036 and TD SECURITIES (USA) LLC 1 Vanderbilt Av

Form of Nineteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.500% Notes due 2051 (filed on March 10, 2021 as Exhibit 4.1 to Registrant's Current Report on Form 8-K

Exhibit 4.1 NATIONAL RETAIL PROPERTIES, INC. as Issuer to U.S. BANK NATIONAL ASSOCIATION as Trustee Nineteenth Supplemental Indenture Dated as of March 10, 2021 Supplementing the Indenture dated as of March 25, 1998 $450,00,000 of 3.500% Notes due 2051 NINETEENTH SUPPLEMENTAL INDENTURE, dated as of March 10, 2021 (this ?Nineteenth Supplemental Indenture?), between NATIONAL RETAIL PROPERTIES, INC.,

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1) 3.500% Notes due 2051 — — $450,000,000 49,095.00

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-240297 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee(1) 3.500% Notes due 2051 ? ? $450,000,000 49,095.00 Total ? ? $450,000,000 49,095.00 (1) This filing fee is calculated in

SUBJECT TO COMPLETION, DATED MARCH 1, 2021

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-240297 This preliminary prospectus supplement relates to an effective shelf registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offe

NATIONAL RETAIL PROPERTIES, INC. Final Term Sheet $450,000,000 of 3.500% Notes due 2051 Issuer: National Retail Properties, Inc. Expected Ratings: (Moody’s / S&P / Fitch)1: Baa1 / BBB+ / BBB+ Trade Date: March 1, 2021 Settlement Date: (T+7)2: March 1

Dated March 1, 2021 Filed Pursuant to Rule 433 Registration Statement No. 333-240297 Supplementing the Preliminary Prospectus Supplement Dated March 1, 2021 and Prospectus Dated August 3, 2020 NATIONAL RETAIL PROPERTIES, INC. Final Term Sheet $450,000,000 of 3.500% Notes due 2051 Issuer: National Retail Properties, Inc. Expected Ratings: (Moody?s / S&P / Fitch)1: Baa1 / BBB+ / BBB+ Trade Date: Mar

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Table of Contents As filed with the Securities and Exchange Commission on February 22, 2021 Registration No.

Form of Authorization Form.

Exhibit 99.1 National Retail Properties, Inc. Shareholder Request Form If you need assistance, please call American Stock Transfer & Trust Company LLC at the number listed below. Return the completed form to: American Stock Transfer & Trust Company, LLC Wall Street Station P.O. Box 922 New York, NY 10269 Toll Free 1-866-627-2644 Please complete all sections that apply: Make initial investment: 1,

Third Amended and Restated Bylaws of the Registrant, as amended through the Fourth Amendment thereto (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 19, 2021, and incorporated herein by reference).

Exhibit 3.1 THIRD AMENDED AND RESTATED BYLAWS OF COMMERCIAL NET LEASE REALTY, INC. (adopted on August 18, 2005) ARTICLE I OFFICES Section 1. Registered Office. The registered Office of Commercial Net Lease Realty, Inc. (the ?Corporation?) shall be 300 East Lombard Street, Baltimore, Maryland 21202. The registered agent of the Corporation at such address is The Corporation Trust Incorporated. Secti

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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 17, 2021 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction (Commission (IRS E

ANNUAL SUPPLEMENTAL DATA As of December 31, 2020 TABLE OF CONTENTS PAGE REFERENCE Financial Summary Income Statement Summary 3 Funds From Operations (FFO) 5 Core Funds From Operation 5 Adjusted Funds From Operations (AFFO) 6 Other Information 7 Balan

Exhibit 99.2 ANNUAL SUPPLEMENTAL DATA As of December 31, 2020 TABLE OF CONTENTS PAGE REFERENCE Financial Summary Income Statement Summary 3 Funds From Operations (FFO) 5 Core Funds From Operation 5 Adjusted Funds From Operations (AFFO) 6 Other Information 7 Balance Sheet 8 Rental Income 9 Debt Summary 10 Credit Metrics 11 Credit Facility and Note Covenants 11 Long-Term Dividend History 12 Transact

ANNUAL RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE February 11, 2021 ANNUAL RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, February 11, 2021 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced operating results for the quarter and year ended December 31, 2020. Highl

Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed herewith).

nnn-20201231xexhibit991 1/5 NYSE Domestic Section 303A Written Affirmation Issuer National Retail Properties, Inc.

Subsidiaries of the Registrant (filed herewith).

Exhibit 21 NATIONAL RETAIL PROPERTIES, INC. SUBSIDIARIES OF THE REGISTRANT December 31, 2020 Subsidiary Jurisdiction of Formation CCMH V, LLC Delaware CNL Commercial Mortgage Funding, Inc. Delaware Gator Pearson, LLC Delaware National Retail Properties Trust Maryland National Retail Properties, LP Delaware Net Lease Funding, Inc. Maryland Net Lease Realty I, Inc. Maryland NNN - NatGro LLC Delaware

EX-99.2

Exhibit 99.2 ANNUAL SUPPLEMENTAL DATA As of December 31, 2020 TABLE OF CONTENTS PAGE REFERENCE Financial Summary Income Statement Summary 2 Funds From Operations (FFO) 5 Core Funds From Operation 5 Adjusted Funds From Operations (AFFO) 6 Other Information 7 Balance Sheet 8 Rental Income 9 Debt Summary 10 Credit Metrics 11 Credit Facility and Note Covenants 11 Long-Term Dividend History 12 Transact

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-11290 NATIONAL

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: February 11, 2021 NATIONAL RETAIL PROPERTIES, INC. (exact name of r

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: February 11, 2021 NATIONAL RETAIL PROPERTIES, 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 N

EX-99.1

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE February 11, 2021 ANNUAL RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, February 11, 2021 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced operating results for the quarter and year ended December 31, 2020. Highl

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 16)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 16)* Name of issuer: National Retail Properties Inc. Title of Class of Securities: REIT CUSIP Number: 637417106 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is fil

PAUL BAYER TO RETIRE AS EVP & CHIEF INVESTMENT OFFICER OF NATIONAL RETAIL PROPERTIES, INC. — Effective December 31, 2020 —

EX-99.1 Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE December 14, 2020 PAUL BAYER TO RETIRE AS EVP & CHIEF INVESTMENT OFFICER OF NATIONAL RETAIL PROPERTIES, INC. — Effective December 31, 2020 — Orlando, Florida, December 14, 2020 - National Retail Properties, Inc. (NYSE: NNN) (the “Company”) today announced that Pa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 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: December 14, 2020 NATIONAL RETAIL PROPERTIES, 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 N

Paul E. Bayer (filed on December 14, 2020 as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K).

EX-10.1 Exhibit 10.1 RETIREMENT AND TRANSITION AGREEMENT THIS RETIREMENT AND TRANSITION AGREEMENT (this “Agreement”), dated as of December 14, 2020, by and between National Retail Properties, Inc., with its principal place of business at 450 South Orange Avenue, Suite 900, Orlando, Florida 32801 (the “Company”), and Paul E. Bayer, residing at the address set forth on the signature page hereof (“Ex

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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: November 2, 2020 NATIONAL RETAIL PROPERTIES, 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 Nu

THIRD QUARTER 2020 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE November 2, 2020 THIRD QUARTER 2020 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, November 2, 2020 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter and nine months

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAI

NNN / National Retail Properties, Inc. / PGGM Investments - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* National Retail Properties, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 637417106 (CUSIP Number) 21 September 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - 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): August 24, 2020 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (C

STEVE HORN NAMED CHIEF OPERATING OFFICER OF NATIONAL RETAIL PROPERTIES, INC.

EX-99.1 Exhibit 99.1 NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE August 24, 2020 STEVE HORN NAMED CHIEF OPERATING OFFICER OF NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, August 24, 2020 - The Board of Directors of National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, announced today that Stephen A

Financial Statements and Exhibits, Other Events

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): August 4, 2020 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (Co

Equity Distribution Agreement, dated August 4, 2020, among the Company and each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Jefferies LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., RBC Capital Markets, LLC, Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated, TD Securities (USA) LLC and Truist Securities, Inc., as sales agent, and/or (except in the case of BTIG, LLC, Capital One Securities, Inc., Robert W. Baird & Co. Incorporated, Stifel, Nicolaus & Company, Incorporated and Truist Securities, Inc.) forward seller, and each of Wells Fargo, National Association, Bank of America, N.A., Citibank, N.A., Jefferies LLC, Morgan Stanley & Co. LLC, Raymond James & Associates, Inc., Royal Bank of Canada and The Toronto-Dominion Bank, each in its capacity as forward purchaser.

EX-1.1 Exhibit 1.1 NATIONAL RETAIL PROPERTIES, INC. 17,500,000 Shares Common Stock ($0.01 par value per share) Equity Distribution Agreement August 4, 2020 Wells Fargo Securities, LLC 500 West 33rd Street New York, NY 10001 BofA Securities, Inc. One Bryant Park New York, NY 10036 BTIG, LLC 65 East 55th Street New York, NY 10022 Capital One Securities, Inc. 201 St. Charles Avenue, Suite 1830 New Or

Form of Master Forward Confirmation.

EX-1.2 Exhibit 1.2 FORM OF MASTER FORWARD CONFIRMATION To: National Retail Properties, Inc. From: [Dealer] Re: Issuer Share Forward Sale Transactions Date: August 4, 2020 Ladies and Gentlemen: The purpose of this communication (this “Master Confirmation”) is to set forth the terms and conditions of the Forwards (as defined in the Equity Distribution Agreement) to be entered into from time to time

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, par value

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-240297 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Proposed Maximum Offering Price Per Share(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, par value $0.01 per share 17,500,000 $34.90 $610,750,000 $75,885 (1)

Statement of Eligibility of Trustee on Form T-1

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAIL PRO

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: August 3, 2020 NATIONAL RETAIL PROPERTIES, 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 Numb

SECOND QUARTER 2020 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE August 3, 2020 SECOND QUARTER 2020 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, August 3, 2020 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter and six months end

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S-3ASR As filed with the Securities and Exchange Commission on August 3, 2020 Registration No.

Fourth Amendment to Amended and Restated Credit Agreement, dated as of May 29, 2020, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent

Exhibit 10.1 FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of May 29, 2020, by and among NATIONAL RETAIL PROPERTIES, INC., a corporation formed under the laws of the State of Maryland (the “Borrower”), each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative

Submission of Matters to a Vote of Security Holders

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: May 12, 2020 NATIONAL RETAIL PROPERTIES, 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

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2020 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAIL PRO

FIRST QUARTER 2020 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE May 4, 2020 FIRST QUARTER 2020 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, May 4, 2020 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter ended March 31, 2020. Hig

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: May 4, 2020 NATIONAL RETAIL PROPERTIES, 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)

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as Permitt

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] Confidential, For Use of the Commission Only (as Permitted

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2020 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation) (Com

Form of 3.100% Notes due 2050 (filed on March 3, 2020 as Exhibit 4.3 on March 3, 2020 to Registrant's Current Report on Form 8-K

EX-4.3 Exhibit 4.3 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Underwriting Agreement, dated February 18, 2020, among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC, Citigroup Global Markets Inc., Jefferies LLC, RBC Capital Markets, LLC, and SunTrust Robinson Humphrey, Inc., as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 NATIONAL RETAIL PROPERTIES, INC. $400,000,000 2.500% Notes due 2030 $300,000,000 3.100% Notes due 2050 UNDERWRITING AGREEMENT February 18, 2020 BOFA SECURITIES, INC. One Bryant Park New York, New York 10036 and WELLS FARGO SECURITIES, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 and CITIGROUP GLOBAL MARKETS INC. 388 Greenwich Street New York, New York 10

Form of 2.500% Notes due 2030 (filed on March 3, 2020 as Exhibit 4.2 to Registrant's Current Report on Form 8-K).

EX-4.2 Exhibit 4.2 UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), 55 WATER STREET, NEW YORK, NEW YORK, TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTH

Form of Eighteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 2.500% Notes due 2030 and 3.100% Notes due 2050 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on March 3, 2020, and incorporated herein by reference).

EX-4.1 Exhibit 4.1 NATIONAL RETAIL PROPERTIES, INC. as Issuer to U.S. BANK NATIONAL ASSOCIATION as Trustee Eighteenth Supplemental Indenture Dated as of March 3, 2020 Supplementing the Indenture dated as of March 25, 1998 $400,000,000 of 2.500% Notes due 2030 and $300,000,000 of 3.100% Notes due 2050 EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of March 3, 2020 (this “Eighteenth Supplemental Indent

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.500% Notes due 2030 — — $400,000,000 $51,920.

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-223141 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee (1) 2.500% Notes due 2030 ? ? $400,000,000 $51,920.00 3.100% Notes due 2050 ? ? $300,000,000 $38,940.00 Total ? ? $70

NATIONAL RETAIL PROPERTIES, INC. Final Term Sheet $400,000,000 of 2.500% Notes due 2030 $300,000,000 of 3.100% Notes due 2050 Issuer: National Retail Properties, Inc. Expected Ratings: (Moody’s / S&P / Fitch)1: Baa1 / BBB+ / BBB+ Trade Date: February

Dated February 18, 2020 Filed Pursuant to Rule 433 Registration Statement No. 333-223141 Supplementing the Preliminary Prospectus Supplement Dated February 18, 2020 and Prospectus Dated February 22, 2018 NATIONAL RETAIL PROPERTIES, INC. Final Term Sheet $400,000,000 of 2.500% Notes due 2030 $300,000,000 of 3.100% Notes due 2050 Issuer: National Retail Properties, Inc. Expected Ratings: (Moody?s /

SUBJECT TO COMPLETION, DATED FEBRUARY 18, 2020

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-223141 This preliminary prospectus supplement relates to an effective shelf registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an

Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed herewith).

nysedomesticsection303aw NYSE Domestic Section 3O3A Written Affirmation lflffr NYSE" lssuer Exchange WA Year WA Typel National Retail Properties, lnc, NYSE 2019 Annual Notice of Non-compliance: Q v"r2 ONo Part I INSTRUCTIONS: Companies listed on the New York Stock Exchange (the "Exchange" or "NYSE") must comply with the applicable corporate governðnce requirements set forth in Section 3O3A of the NYSF Listed Company Manual (the "Manual") .

Description of Registrant's Securities (filed on February 11, 2020 as Exhibit 4.22 to the Registrant's Annual Report on Form 10-K).

Exhibit 4.22 DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Unless the context otherwise requires, references in this Exhibit to the Annual Report on Form 10-K to the terms “registrant” or “NNN” or the “Company” refer to National Retail Properties, Inc. and all of its consolidated subsidiaries. The following description sets fort

ANNUAL SUPPLEMENTAL DATA As of December 31, 2019 TABLE OF CONTENTS PAGE REFERENCE Financial Summary Income Statement Summary 1 Funds From Operations (FFO) 3 Core Funds From Operation 3 Adjusted Funds From Operations (AFFO) 4 Other Information 5 Balan

Exhibit 99.2 ANNUAL SUPPLEMENTAL DATA As of December 31, 2019 TABLE OF CONTENTS PAGE REFERENCE Financial Summary Income Statement Summary 1 Funds From Operations (FFO) 3 Core Funds From Operation 3 Adjusted Funds From Operations (AFFO) 4 Other Information 5 Balance Sheet 6 Debt Summary 7 Credit Metrics 8 Credit Facility and Note Covenants 8 Long-Term Dividend History 9 Transaction Summary Property

RECORD ANNUAL RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE February 11, 2020 RECORD ANNUAL RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, February 11, 2020 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced operating results for the quarter and year ended December 31, 2019

NNN / National Retail Properties, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: National Retail Properties Inc Title of Class of Securities: REIT CUSIP Number: 637417106 Date of Event Which Requires Filing of this Statement: December 31, 2019 Check the appropriate box to designate the rule pursuant to which this Schedule is file

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: February 11, 2020 NATIONAL RETAIL PROPERTIES, INC. (exact name of r

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: February 11, 2020 NATIONAL RETAIL PROPERTIES, 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 N

EX-99.1

Subsidiaries of the Registrant (filed herewith).

Exhibit 21 NATIONAL RETAIL PROPERTIES, INC. SUBSIDIARIES OF THE REGISTRANT December 31, 2019 Subsidiary Jurisdiction of Formation CCMH V, LLC Delaware CNL Commercial Mortgage Funding, Inc. Delaware Gator Pearson, LLC Delaware National Retail Properties Trust Maryland National Retail Properties, LP Delaware Net Lease Funding, Inc. Maryland Net Lease Realty I, Inc. Maryland NNN - NatGro LLC Delaware

EX-99.2

Exhibit 99.2 ANNUAL SUPPLEMENTAL DATA As of December 31, 2019 TABLE OF CONTENTS PAGE REFERENCE Financial Summary Income Statement Summary Funds From Operations (FFO) Core Funds From Operation Adjusted Funds From Operations (AFFO) Other Information Balance Sheet Debt Summary Credit Metrics Credit Facility and Note Covenants Long-Term Dividend History Transaction Summary Property Acquisitions Proper

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to . Commission file number 001-11290 NATIONAL

THIRD QUARTER 2019 OPERATING RESULTS AND 2020 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE October 31, 2019 THIRD QUARTER 2019 OPERATING RESULTS AND 2020 GUIDANCE ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, October 31, 2019 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quart

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: October 31, 2019 NATIONAL RETAIL PROPERTIES, 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 Nu

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAIL

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 18, 2019, pursuant to the provisions of Rule 12d2-2 (a).

Financial Statements and Exhibits, Other Events

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): September 4, 2019 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction of incorporation)

Underwriting Agreement, dated September 4, 2019, by and among the Company and BofA Securities, Inc., Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC, as the representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 Execution Version NATIONAL RETAIL PROPERTIES, INC. 7,000,000 Shares of Common Stock (Par Value $0.01 Per Share) UNDERWRITING AGREEMENT September 4, 2019 BofA Securities, Inc. One Bryant Park New York, New York 10036 and Wells Fargo Securities, LLC 375 Park Avenue, 4th Floor New York, New York 10152 and Morgan Stanley & Co. LLC 1585 Broadway New York, NY 10036 As the Representati

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered (1) Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee (2) Common Stock, par value $0.01 per share 8,0

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-223141 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered (1) Maximum Offering Price Per Unit Maximum Aggregate Offering Price Amount of Registration Fee (2) Common Stock, par value $0.01 per share 8,050,000 $56.50 $454,825,000 $55,124.79 (1) Includes 1,050,000

SUBJECT TO COMPLETION, DATED SEPTEMBER 4, 2019

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-223141 This preliminary prospectus supplement relates to an effective shelf registration statement under the Securities Act of 1933, as amended, but is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not solicit

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: August 1, 2019 NATIONAL RETAIL PROPERTIES, 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 Numb

SECOND QUARTER 2019 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE August 1, 2019 SECOND QUARTER 2019 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, August 1, 2019 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter and six months end

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAIL PROP

Submission of Matters to a Vote of Security Holders

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): May 14, 2019 NATIONAL RETAIL PROPERTIES, INC. (Exact name of registrant as specified in its charter) Maryland 001-11290 56-1431377 (State or other jurisdiction (Commission (IRS Employ

Financial Statements and Exhibits, Results of Operations and Financial Condition

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: May 1, 2019 NATIONAL RETAIL PROPERTIES, 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)

FIRST QUARTER 2019 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC.

NEWS RELEASE For information contact: Kevin B. Habicht Chief Financial Officer (407) 265-7348 FOR IMMEDIATE RELEASE May 1, 2019 FIRST QUARTER 2019 OPERATING RESULTS ANNOUNCED BY NATIONAL RETAIL PROPERTIES, INC. Orlando, Florida, May 1, 2019 – National Retail Properties, Inc. (NYSE: NNN), a real estate investment trust, today announced its operating results for the quarter ended March 31, 2019. Hig

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2019 OR ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number 001-11290 NATIONAL RETAIL PRO

Definitive Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [] Check the appropriate box: [] Preliminary Proxy Statement [] Confidential, For Use of the Commission Only (as Permitted