EXHIBIT 107
Calculation of Filing Fee Tables
424(b)(5)
(Form Type)
NNN REIT, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type | Security Title | Fee or Carry | Amount Registered | Proposed Maximum Offering Price Per Unit (1) | Maximum Offering | Fee Rate | Amount of Registration Fee (2) | Carry Forward | Carry Forward | Carry Forward Effective | Filing Fee Paid in | |||||||||||||
Newly Registered Securities | ||||||||||||||||||||||||
Fees to be Paid | Equity | Common Stock, $0.01 par value per share | 457(r) and 457(o) | 17,500,000 | $42.54 | $744,450,000 | 0.00011020 | $82,038.39 | — | — | — | — | ||||||||||||
Fees Previously Paid | — | — | — | — | — | — | — | — | ||||||||||||||||
Carry Forward Securities | ||||||||||||||||||||||||
Carry Forward Securities | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||
Total Offering Amounts | $744,450,000 | $82,038.39 | ||||||||||||||||||||||
Total Fees Previously Paid | — | |||||||||||||||||||||||
Total Fee Offsets | $44,292.03 | |||||||||||||||||||||||
Net Fee Due | $37,746.36 |
(1) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), based on the average of the high and low prices of the registrant’s common stock, $0.01 par value per share (“Common Stock”) as reported on the New York Stock Exchange on August 1, 2023. |
(2) | The registration fee is calculated in accordance with Rules 457(o) and 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 457(r) of the Securities Act, the registrant initially deferred payment of all of the registration fees for Registration Statement No. 333-273605 filed by the registrant on August 2, 2023. |
Table 2: Fee Offset Claims and Sources
Registrant Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Amount with Fee Offset Claimed | Fee Paid with Fee Offset Source | ||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims | NNN REIT, Inc. (f/k/a National Retail Properties, Inc.) | 424(b)(5) | 333-240297 | August 4, 2020 | — | $44,292.03 (1) | Equity | Common Stock, $0.01 par value per share | 9,777,489 | $341,234,366 | — | |||||||||||
Fee Offset Sources | NNN REIT, Inc. (f/k/a National Retail Properties, Inc.) | 424(b)(5) | 333-179696 | May 10, 2012 | — | — | — | — | — | $28,209 | ||||||||||||
Fee Offset Sources | NNN REIT, Inc. (f/k/a National Retail Properties, Inc.) | 424(b)(5) | 333-202237 | February 26, 2015 | — | — | — | — | — | $34,044 | ||||||||||||
Fee Offset Sources | NNN REIT, Inc. (f/k/a National Retail Properties, Inc.) | 424(b)(5) | 333-202237 | March 18, 2016 | — | — | — | — | — | $52,440 | ||||||||||||
Fee Offset Sources | NNN REIT, Inc. (f/k/a National Retail Properties, Inc.) | 424(b)(5) | 333-223141 | — | February 22, 2018 | — | — | — | — | — | $47,066 | |||||||||||
Fee Offset Sources | NNN REIT, Inc. (f/k/a National Retail Properties, Inc.) | 424(b)(5) | 333-240297 | — | August 4, 2020 | — | — | — | — | — | $75,885 |
(1) | Pursuant to Rule 457(p), the Registrant is offsetting the registration fee due under this prospectus supplement (the “Current Prospectus Supplement”) by $44,292.03, which represents the portion of the registration fee previously paid by the Registrant with respect to 9,777,489 unsold shares of common stock of the Registrant, $0.01 par value per share, registered on the Registration Statement on Form S-3 (File No. 333-240297) by means of a prospectus supplement dated August 4, 2020 (the “2020 Prospectus Supplement”). On August 4, 2020, the Registrant filed the 2020 Prospectus Supplement and concurrently submitted a fee of $75,885 with the Securities and Exchange Commission, after accounting for a fee offset of $3,390 related to unsold securities with respect to the securities registered on the Registration Statement on Form S-3 (File No. 333-223141) by means of a prospectus supplement dated February 22, 2018 (the “2018 Prospectus Supplement”). The total registration fee due, before accounting for the fee offset, was $79,275. On February 22, 2018, the Registrant filed the 2018 Prospectus Supplement and concurrently submitted a fee of $47,066 with the Securities and Exchange Commission, after accounting for a fee offset of $8,825 related to unsold securities with respect to the securities registered on the Registration Statement on Form S-3 (File No. 333-202237) by means of a prospectus supplement dated March 18, 2016 (the “2016 Prospectus Supplement”). The total registration fee due, before accounting for the fee offset, was $55,891. On March 18, 2016, the Registrant filed the 2016 Prospectus Supplement and concurrently submitted a fee of $52,440 with the Securities and Exchange Commission, after accounting for a fee offset of $1,721 related to unsold securities with respect to the securities registered on the Registration Statement on Form S-3 (File No. 333-202237) by means of a prospectus supplement dated February 26, 2015 (the “2015 Prospectus Supplement”). The total registration fee due, before accounting for the fee offset, was $54,161. On February 26, 2015, the Registrant filed the 2015 Prospectus Supplement and concurrently submitted a fee of $34,044 with the Securities and Exchange Commission, after accounting for a fee offset of $13,424 related to unsold securities with respect to the securities registered on the Registration Statement on Form S-3 (File No. 333-179696) by means of a prospectus supplement dated May 10, 2012 (the “2012 Prospectus Supplement”, and together with the 2020 Prospectus Supplement, the 2018 Prospectus Supplement, the 2016 Prospectus Supplement, the 2015 Prospectus Supplement, and the 2012 Prospectus Supplement, the “Prior Prospectus Supplements”). The total registration fee due, before accounting for the fee offset, was $47,468. On May 10, 2012, the Registrant filed the 2012 Prospectus Supplement and concurrently submitted a fee of $28,209 with the Securities and Exchange Commission with respect to the securities registered on the Registration Statement on Form S-3 (File No. 333-179696). The remaining balance of the registration fee, $37,746.36, is being paid herewith in connection with the filing of the Current Prospectus Supplement. The Company has terminated the offering that included the unsold securities under the Prior Prospectus Supplements. |