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)

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

(Address of principal executive offices, including zip code)

(407) 265-7348

(Registrant’s telephone number, including area code)

Not applicable

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

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

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

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

Emerging growth company ☐

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

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

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 27, 2023, National Retail Properties, Inc. (the “Company”) filed Articles of Amendment to its First Amended and Restated Articles of Incorporation (the “Articles of Amendment”) with the Maryland State Department of Assessments and Taxation. The Articles of Amendment change the name of the Company to NNN REIT, Inc., effective as of May 1, 2023. The Articles of Amendment is filed with this report as Exhibit 3.1.

On April 17, 2023, the Board of Directors of the Company approved the Fifth Amendment to the Third Amended and Restated Bylaws of the Company, which amended Article I, Section I of the Company’s Third Amended and Restated Bylaws to change the name of the Company to NNN REIT, Inc., effective as of May 1, 2023. The Third Amended and Restated Bylaws of the Company, as amended, is filed with this report as Exhibit 3.2.
 

Item 8.01. Other Events.

On April 27, 2023, the Company issued a press release announcing that its Board of Directors unanimously approved changing the Company’s name to NNN REIT, Inc., effective May 1, 2023. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
 

Item 9.01. Financial Statements and Exhibits.

SIGNATURE

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.