Well-Known Seasoned Issuer definition

Well-Known Seasoned Issuer means a well-known seasoned issuer, as defined in Rule 405.

Well-Known Seasoned Issuer means a well-known seasoned issuer, as defined in Rule 405. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, NNN REIT, INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer, Assistant Secretary and Treasurer Accepted and agreed to as of the date first above written: BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director PNC CAPITAL MARKETS LLC By: /s/ Xxxxxxxx X’Xxxxx Name: Xxxxxxxx X’Xxxxx Title: Senior Associate TD SECURITIES (USA) LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Authorized Signatory Each for itself and as a Representative of the other Underwriters named on Schedule I hereto. SCHEDULE I NNN REIT, INC. Underwriters Principal Amount of Notes to be Purchased BofA Securities, Inc. $ 63,750,000 Xxxxx Fargo Securities, LLC 63,750,000 PNC Capital Markets LLC 50,000,000 TD Securities (USA) LLC 50,000,000 Truist Securities, Inc. 50,000,000 RBC Capital Markets, LLC 43,750,000 U.S. Bancorp Investments, Inc. 43,750,000 Mizuho Securities USA LLC 37,500,000 Xxxxxx Xxxxxxx & Co. LLC 37,500,000 SMBC Nikko Securities America, Inc. 37,500,000 Xxxxxxx Xxxxx & Associates, Inc. 17,500,000 Xxxxxx, Xxxxxxxx & Company, Incorporated 5,000,000 Total $ 500,000,000 SCHEDULE II FREE WRITING PROSPECTUSES INCLUDED IN THE DISCLOSURE PACKAGE NNN REIT, Inc. Final Term Sheet filed with the Commission by the Company on May 21, 2024 Execution Time: 2:05 p.m. New York City time on the date hereof SCHEDULE III LIST OF SUBSIDIARIES AND JOINT VENTURES Subsidiaries and Consolidated Joint Ventures CCMH V, LLC NNN Brokerage Services, Inc. CNL Commercial Mortgage Funding, Inc. NNN CA Auto Svc LLC NNN REIT Trust NNN GP Corp. NNN REIT, LP NNN PBY LLC Net Lease Funding, Inc. NNN TRS, Inc. Net Lease Realty I, Inc. Orange Avenue Mortgage Investments, Inc. NNN Athletic I LLC NNN SC Trust Significant Subsidiaries NNN REIT, LP Joint Ventures None EXHIBIT A-1

Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act.

Examples of Well-Known Seasoned Issuer in a sentence

• Demand Registrations shall be on (i) Form S-1 or any similar long-form registration, (ii) Form S-3 or any similar short form registration, if such short form registration is then available to the Corporation, or (iii) Form S-3ASR if the Corporation is, at the time a Demand is made, a Well-Known Seasoned Issuer, in each case, reasonably acceptable to the Requesting Stockholders holding a majority of the Registrable Securities included in the applicable Demand Registration.

• Further, upon the Company becoming a Well-Known Seasoned Issuer, the Company shall, as promptly as practicable, register, under an Automatic Shelf Registration Statement, the sale of all of the Registrable Shares in accordance with the terms of this Agreement.

• If the Company is not a Well-Known Seasoned Issuer, within twenty (20) days after a written request by one or more Holders of Registrable Securities to register for resale any additional Registrable Securities owned by such Holders, the Company shall file a Registration Statement substantially similar to the Shelf then effective, if any (each, a “Follow-On Shelf”), to register for resale such Registrable Securities.

• In the basic model, this is precisely when the resource stock would also be completely exhausted.

• The SEC frequently grants waivers that permit settling defendants to avoid automatic disqualifications from the use of Well-Known Seasoned Issuer (WKSI) status, the safe harbor for forward-looking statements, and exemptions from securities registration requirements.

More Definitions of Well-Known Seasoned Issuer

Well-Known Seasoned Issuer has the meaning set forth in Rule 405 promulgated by the SEC pursuant to the Securities Act.

Well-Known Seasoned Issuer shall have the meaning set forth in Rule 405 (or any successor provision) of the Securities Act.

Well-Known Seasoned Issuer shall have the meaning set forth in Rule 405 under the Act.

Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act (or any successor rule then in effect) and which (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 or Form F-3 under the Securities Act.

Well-Known Seasoned Issuer means a well-known seasoned issuer as defined in Rule 405, and “electronic road show” means a road show as defined in Rule 433 that is a written communication transmitted by graphic means prepared by or approved for use by the Company and the Representatives in connection with the offering of the Securities.

Well-Known Seasoned Issuer means a “well-known seasoned issuer” as defined in Rule 405 promulgated under the Securities Act and which (a) (i) is a “well-known seasoned issuer” under paragraph (1)(i)(A) of such definition or (ii) is a “well-known seasoned issuer” under paragraph (1)(i)(B) of such definition and is also eligible to Register a primary offering of its securities relying on General Instruction I.B.1 of Form S-3 under the Securities Act and (b) is not an “ineligible issuer” as defined in Rule 405 promulgated under the Securities Act.

Well-Known Seasoned Issuer shall have the meaning set forth in Rule 405 of the 1933 Act.