8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2026

NNN REIT, INC.

(exact name of registrant as specified in its charter)

     Maryland

     001-11290

     56-1431377

     (State or other jurisdiction of
incorporation or organization)

     (Commission
File Number)

     (I.R.S. Employer
Identification No.)

450 South Orange Avenue, Suite 900, Orlando, Florida 32801

(Address of principal executive offices, including zip code)

(407) 265-7348

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	NNN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

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

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

Item 7.01. Regulation FD Disclosure.

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


Item 9.01.		Financial Statements and Exhibits.
Exhibits.
99.1		Press Release, dated February 19, 2026
104.1		Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	NNN REIT, Inc.

Dated: February 19, 2026	By:	/s/ Vincent H. Chao
		Vincent H. Chao
		Executive Vice President and Chief Financial Officer

NNN REIT Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits