Miller Michelle Lynn 4

What Happened

Michelle Lynn Miller, Executive Vice President and Chief Accounting & Technology Officer of NNN REIT, received two equity awards on 2026-02-17 totaling 23,048 restricted shares (4,067 and 18,981 shares) valued at $44.34 each — combined value approximately $1,021,949. The filing also shows a disposition to the issuer of 6,981 restricted shares (forfeiture) with no cash proceeds.

Key Details

• Transaction date: 2026-02-17; Form 4 filed 2026-02-18 (timely).
• Awards: 4,067 shares @ $44.34 = $180,331 and 18,981 shares @ $44.34 = $841,618 (total ~23,048 shares; ~$1.02M).
• Disposition: 6,981 restricted shares forfeited to the issuer (reported value $0).
• Vesting/rights (footnotes):
  • One award vests 25% annually beginning 2027 through 2030; reporting person has voting and dividend rights on those shares (including unvested).
  • The other award vests on Jan 1, 2029 subject to total shareholder return (TSR) performance; no dividend rights until those shares vest.
  • The forfeiture represents restricted shares forfeited because certain conditions were not met.
• Shares owned after the transactions: not specified in the supplied filing excerpt.

Context

• These transactions are equity awards (compensation), not open-market purchases or sales; such awards are routine corporate compensation and do not by themselves signal insider buying or selling intent.
• The performance-based tranche (TSR) will only vest if targets are met, and it carries no dividend rights until vested; the time-based tranche vests over four years with dividend and voting rights immediately.