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): 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 organization)	(Commission File Number)	(I.R.S. Employment Identification No.)

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

(Address of principal executive offices, including zip code)

(407) 265-7348

(Registrant’s telephone number, including area code)

Not applicable

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

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

Item 5.03. 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.

(c) Exhibits.
	3.1	First Amended and Restated Articles of Incorporation of the Registrant, as amended through the Second Amendment, dated May 1, 2023.
	3.2	Third Amended and Restated Bylaws of the Registrant, as amended through the Fifth Amendment to Bylaws, dated May 1, 2023.
	99.1	Press release issued by National Retail Properties, Inc., dated April 27, 2023.
	104.1	Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).

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.

	National Retail Properties, Inc.
Dated: April 27, 2023	By:	/s/ Kevin B. Habicht
		Kevin B. Habicht
		Executive Vice President and Chief Financial Officer

EX-3

SECOND AMENDMENT

TO

FIRST AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

NATIONAL RETAIL PROPERTIES, INC.

National Retail Properties, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The First Amended and Restated Articles of Incorporation (the “Articles of Incorporation”) are hereby amended by deleting Article I in its entirety and inserting the following new Article I:

The name of the Corporation is NNN REIT, Inc.

SECOND: The information required by subsection (b)(2)(i) of Section 2-607 of the Maryland General Corporation Law will not be changed by these Articles of Amendment; and

THIRD: The amendment to the First Amended and Restated Articles of Incorporation as hereinabove set forth have been approved by the Board of Directors of the Corporation and is limited to the change expressly authorized by Section 2-605 of the Maryland General Corporation Law to be made without action by the stockholders.

IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its President and Chief Executive Officer and attested by its Secretary on April 13, 2023, to be effective on May 1, 2023.

THE UNDERSIGNED, President and Chief Executive Officer of the Corporation, who executed on behalf of said corporation, the foregoing Articles of Amendment, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

ATTEST:	NATIONAL RETAIL PROPERTIES, INC.
/s/ Christopher P. Tessitore	/s/ Stephen A. Horn, Jr.
Christopher P. Tessitore	Stephen A. Horn, Jr.
Secretary	President and Chief Executive Officer

EX-3

FIFTH AMENDMENT TO THE

THIRD AMENDED AND RESTATED BYLAWS OF

NATIONAL RETAIL PROPERTIES, INC.

1. This Fifth Amendment to the Third Amended and Restated Bylaws of National Retail Properties, Inc. (the “Bylaws”) shall be effective as of May 1, 2023.

2. Article I, Section 1. is hereby amended by striking the first sentence and inserting in lieu thereof the following:

“The registered office of NNN REIT, Inc. (the “Corporation”) shall be 2 Wisconsin Circle, #700, Chevy Chase, Maryland 20815.”

3. All references in the Bylaws to the “Corporation” shall mean NNN REIT, Inc.

In Witness Whereof, this Fifth Amendment is executed as of the 17th day of April, 2023.

NATIONAL RETAIL PROPERTIES, INC.,
a Maryland corporation
By: /s/ Stephen A. Horn, Jr.
	Stephen A. Horn, Jr. President & Chief Executive Officer

EX-99

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 company’s name to NNN REIT, Inc. (“NNN REIT”), effective May 1, 2023.

“NNN has a legacy of consistency. The name NNN REIT capitalizes on our three decades of equity using NNN as our ticker symbol on the New York Stock Exchange as well as two decades using nnnreit as the foundation of our website and email addresses,” said Steve Horn, Chief Executive Officer. “The name change does not signal any change in our investment strategy or balance sheet management. This simplified name is easier to remember and is distinctive in our space.”

NNN REIT was formed in 1984 and listed on the New York Stock Exchange in January 1994. The company’s common stock will trade under the new name on the New York Stock Exchange beginning on May 8, 2023. The company’s ticker symbol, NNN, and CUSIP number will remain the same, as will its website, www.nnnreit.com.

“NNN has a strong track record of maintaining a disciplined approach of operating all aspects of our business with a multi-year view. We believe NNN REIT is the right identity for our company as we move forward and strive to provide long-term value at below average risk for our shareholders,” Horn added.

NNN REIT invests primarily in high-quality retail properties subject generally to long-term, net leases. As of December 31, 2022, the company owned 3,411 properties in 48 states with a gross leasable area of approximately 35.0 million square feet and with a weighted average remaining lease term of 10.4 years. NNN is one of only three publicly traded REITs to have increased annual dividends for 33 or more consecutive years. For more information on the company, visit www.nnnreit.com.

450 S. Orange Ave., Suite 900   Orlando, FL 32801
(800) NNN-REIT   www.nnnreit.com

XML

Document and Entity Information	Apr. 27, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000751364
Document Type	8-K
Document Period End Date	Apr. 27, 2023
Current Fiscal Year End Date	--12-31
Entity Registrant Name	NATIONAL RETAIL PROPERTIES, INC.
Entity Incorporation State Country Code	MD
Entity File Number	001-11290
Entity Tax Identification Number	56-1431377
Entity Address, Address Line One	450 South Orange Avenue
Entity Address, Address Line Two	Suite 900
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32801
City Area Code	407
Local Phone Number	265-7348
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 par value
Trading Symbol	NNN
Security Exchange Name	NYSE
Entity Emerging Growth Company	false