Net Lease Office Properties 10-K

Item 9A. Controls and Procedures. Disclosure Controls and Procedures Our disclosure controls and procedures include internal controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported within the required time periods specified in the SEC’s rules and forms; and that such information is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls. Our chief executive officer and chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of December 31, 2023 at a reasonable level of assurance. Management’s Report on Internal Control Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control Over Financial Reporting There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Item 9B. Other Information. During the three months ended December 31, 2023, no trustee or officer of the Company, nor the Company itself, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. Net Lease Office Properties 2023 10-K – 80 PART III Item 10. Directors, Executive Officers and Corporate Governance. Names of Trustees and Biographical Information The names of our trustees, their ages and their titles are set forth in the table below: Name Age Office Jason E. Fox 50 Chair of the Board, Chief Executive Officer Axel K.A. Hansing 81 Independent Trustee Jean Hoysradt 73 Independent Trustee John J. Park 59 Trustee Richard J. Pinola 78 Lead Independent Trustee The following are brief biographies describing the professional backgrounds of our trustees: Jason E. Fox Age: 50 Titles: Trustee and Chair of the Board (since November 2023), Chief Executive Officer (since October 2022) Term of Service: November 2023 – Present Professional Experience • W. P. Carey Inc. : Chief Executive Officer (since 2018) Other Current Public Company Boards • W. P. Carey Inc.: Director (since 2018) Former Public Company Boards • Corporate Property Associates 18 – Global Incorporated : Director (2018–2022) • Carey Watermark Investors Incorporated and Watermark Lodging Trust, Inc. (formerly known as Carey Watermark Investors 2 Incorporated) : Director (2018-2020) • Corporate Property Associates 17 – Global Incorporated : Director (2018) Qualifications Mr. Fox has a deep understanding of NLOP’s business and its strategies. He has been responsible for sourcing, negotiating and structuring acquisitions as Chief Executive Officer of W. P. Carey Inc. and the various programs it has managed for over two decades. As Trustee, Chair of the Board, and Chief Executive Officer, he oversees every aspect of NLOP’s business, making information about its day-to-day operations and insight into its broader strategies directly available to the Board of Trustees in its deliberations. Axel K.A. Hansing Age: 81 Titles: Independent Trustee, Chair of the Compensation Committee, Member of the Audit and Nominating and Corporate Governance Committees Term of Service: November 2023 – Present Professional Experience • Coller Capital : Senior Advisor (since 2021), Senior Partner (2001-2021) Former Public Company Boards • W. P. Carey Inc. : Director (2011-2022), Member of the Nominating and Corporate Governance Committee (2012-2022), Member of the Investment Committee (2017-2022), Member of the Compensation Committee (2013-2016) Net Lease Office Properties 2023 10-K – 81 Qualifications As Senior Advisor of Coller Capital and former Director of W. P. Carey Inc., Mr. Hansing’s experience with international corporate real estate, investment banking and private equity investment qualifies him to serve on our Board of Trustees and as Chair of our Compensation Committee. Jean Hoysradt Age: 73 Titles: Independent Trustee, Chair of the Nominating and Corporate Governance Committee, Member of the Audit and Compensation Committees Term of Service: November 2023 – Present Professional Experience • Mousse Partners Limited : Chief Investment Officer (2001-2015) • New York Life Insurance Company : Senior Vice President and Head of the Investment and Treasury Departments (1991-2000) Former Boards • W. P. Carey Inc .: Director (2014-2023), Member of the Nominating and Corporate Governance Committee (2015-2016, 2021-2023), Member of the Compensation Committee (2015-2023), Member of the Audit Committee (2016) and Member of the Investment Committee (2018-2020) Qualifications Ms. Hoysradt’s investment expertise, forty-five years of international and domestic real estate experience, executive leadership and corporate governance background qualify her to serve on our Board of Trustees and as Chair of our Nominating and Corporate Governance Committee. John J. Park Age: 59 Title: Trustee Term of Service: November 2023 – Present Professional Experience • W. P. Carey Inc. : President (since 2018), Director of Strategy and Capital Markets (2016-2017) Former Public Company Boards • Watermark Lodging Trust, Inc. (formerly known as Carey Watermark Investors 2 Incorporated) : Director (2020) Qualifications Mr. Park’s wealth of knowledge related to mergers and acquisitions, capital market activities and strategic development qualify him to serve on our Board of Trustees. Richard J. Pinola Age: 78 Titles: Lead Independent Trustee, Chair of the Audit Committee and Member of the Compensation and Nominating and Corporate Governance Committees Term of Service: November 2023 – Present Professional Experience • Fortuna Capital Advisors : Co-Founder and Principal (2008-2023) • Right Management Consultants : Director (1990-2004), Chief Executive Officer (1992-2004), Chair (1994-2004) Former Public Company Boards • Fortuna Capital Advisors : Independent Director (2008-2023) • Corporate Property Associates 18 – Global Incorporated: Director (2013-2022), Chair of the Audit Committee (2014-2022) • Corporate Property Associates 17 – Global Incorporated : Director (2010-2018), Chair of the Audit Committee (2014-2018), Non-Executive Chairperson of the Board (2017-2018) Net Lease Office Properties 2023 10-K – 82 • Bankrate : Director (2011-2017, 2004-2009) Qualifications Mr. Pinola’s broad executive and board experience and his background as a licensed Certified Public Accountant qualify him to serve on our Board of Trustees, as Lead Independent Trustee and Chair of the Audit Committee. Names of Named Executive Officers and Biographical Information We are externally managed and advised by our Advisor. All our current named executive officers are employees of our Advisor or one or more of its affiliates. The names of our named executive officers, their ages and their titles are set forth in the table below: Name Age Office Jason E. Fox 50 Chair of the Board, Chief Executive Officer ToniAnn Sanzone 46 Chief Financial Officer The following are brief biographies describing the backgrounds of our named executive officers: Jason E. Fox Age: 50 Titles: Trustee and Chair of the Board (November 2023), Chief Executive Officer (since October 2022) Mr. Fox became our Chief Executive Officer in October 2022. Because he is also a trustee and the Chair of the Board, his biography appears above. ToniAnn Sanzone Age: 46 Title: Chief Financial Officer (since September 2023) Professional Experience • W. P. Carey Inc. : Chief Financial Officer (since 2017), Interim Chief Financial Officer (2016-2017), Chief Accounting Officer (2015-2016), Global Corporate Controller (2013-2015) • Corporate Property Associates 18 – Global Incorporated : Chief Financial Officer (2019-2022 and 2016-2017), Chief Accounting Officer (2015-2017) Qualifications Ms. Sanzone oversees NLOP’s vital financial and risk mitigation functions in the United States and Europe, including accounting and financial reporting, corporate finance, information technology, internal audit, tax and treasury. She also serves as Chief Financial Officer of W. P. Carey Inc. Before joining W. P. Carey Inc., Ms. Sanzone served as Corporate Controller and in various other capacities at iStar Inc. (NYSE: STAR), a publicly traded REIT, from 2006 to 2013 and held various accounting and financial reporting roles at Bed Bath and Beyond, Inc. (NASDAQ: BBBY) from 2004 to 2006. Ms. Sanzone also occupied various positions in the assurance and advisory services practice of Deloitte LLP from 1998 to 2004 and is a Certified Public Accountant. Family Relationships There are no family relationships between any of our trustees or named executive officers. Legal Proceedings None of our trustees or named executive officers has been involved in any events enumerated under Item 401(f) of Regulation S-K under the Securities Act of 1933, as amended, during the past ten years that are material to an evaluation of the ability or integrity of such persons to be our trustees or named executive officers. Board of Trustees Composition Our Board of Trustees was constituted immediately prior to the Spin-Off on November 1, 2023. Net Lease Office Properties 2023 10-K – 83 Our Board of Trustees is divided as equally as possible into three separate classes designated as Class I, Class I and Class III, respectively. The initial terms of the Class I, Class II and Class III trustees expire at the first, second and third annual meetings of shareholders, respectively, held following the Spin-Off. Initially, shareholders will elect only one class of trustees each year. Shareholders will elect successors to the Class I trustees for a two-year term and successors upon the expiration of the terms of the initial trustees of each class. Commencing with the 2027 annual meeting of shareholders, each trustee shall be elected annually for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualifies. Our Board of Trustees is divided among the three classes as follows: • The Class I trustees are Axel K. A. Hansing and Jean Hoysradt; • The Class II trustees are Richard J. Pinola and John J. Park; and • The Class III trustee is Jason E. Fox. Our Board of Trustees’ three standing committees, each of which is made up solely of independent trustees, are the Audit, Compensation, and Nominating and Corporate Governance Committees as described below. All standing committees are governed by Board of Trustees approved charters, which are available on our website at www.nloproperties.com. Board of Trustees Independence Our Board of Trustees has determined that each of our current trustees, except for Jason E. Fox and John J. Park, has no material relationship with us (either directly or indirectly through an immediate family member or as a partner, shareholder or officer of an organization that has a relationship with us) and is “independent” within the meaning of our trustee independence standards and NYSE independence standards. Our Board of Trustees established and employed categorical standards, which mirror NYSE independence requirements, in determining whether a relationship is material and thus would disqualify a trustee from being independent. Non-Executive Lead Independent Trustee of the Board of Trustees The positions of Lead Independent Trustee of the Board of Trustees and Chief Executive Officer are separate in recognition of the differences between the two roles. Richard J. Pinola serves as the Board of Trustees’ Non-Executive Lead Independent Trustee, while Jason E. Fox serves as our Chief Executive Officer. The Board of Trustees believes this is the most appropriate structure for us at this time and encourages the free and open dialogue of competing views while providing for strong checks and balances. In addition, this structure permits the Lead Independent Trustee to serve as a liaison between the Board of Trustees, including the independent trustees on the Board of Trustees, and our executive management, and permits the Chief Executive Officer focus more time on our operations, dispositions and strategic planning. Among other things, the Lead Independent Trustee presides at all executive sessions of the independent trustees, reviews Board of Trustees meeting agendas and assists in the recruitment and selection of new trustees. Board of Trustees Role in Risk Oversight Our Board of Trustees has overall responsibility for risk oversight with a focus on the more significant risks facing our company. The Board of Trustees reviews and oversees the enterprise risk management (“ERM”) program implemented by our Advisor as it relates to our business, which is designed to effectively and efficiently identify and assess the Advisor’s visibility into critical company risks and to facilitate the incorporation of risk considerations into decision making. The ERM program does this by defining risks facing the company and bringing together the Advisor and the Board of Trustees to discuss these risks. This promotes visibility and constructive dialogue around risk at the Advisor and Board of Trustees levels, and facilitates appropriate risk response strategies. Throughout the year, as part of the ERM program, the Advisor and the Board of Trustees jointly discuss major risks that face our business. While the Board of Trustees oversees the overall risk management process for NLOP, each of the Board of Trustees’ committees also assists the Board of Trustees in this oversight with respect to the following risks: • Our Audit Committee oversees our risk policies and processes relating to the financial statements and financial reporting procedures, focusing on internal controls, as well as risks arising from related party transactions, key credit risks, liquidity risks, cybersecurity risks, information technology risks, data privacy risks, market risks and compliance, and the guidelines, policies and procedures for monitoring and mitigating those risks and discusses major enterprise-level risk exposures; Net Lease Office Properties 2023 10-K – 84 • Our Compensation Committee monitors potential risks associated with our equity incentive plan; and • Our Nominating and Corporate Governance Committee oversees the risk related to the relationship with our Advisor, including evaluating the performance of our Advisor under the NLOP Advisory Agreements, as well as risks associated with our governance structure. By assigning such responsibilities, the Board of Trustees believes it can more effectively identify and address risk. Throughout the year, the Board of Trustees, and each of the Board of Trustees’ committees will review and discuss specific risk topics in significant detail in their respective meetings. Committees of the Board of Trustees Audit Committee and Audit Committee Financial Expert Our Board of Trustees has established a standing Audit Committee. The Audit Committee meets regularly and throughout the year, as necessary. The Audit Committee’s primary function is to assist our Board of Trustees in monitoring the integrity of our financial statements, the compliance with legal and regulatory requirements and independence qualifications, and the performance of our internal audit function and our Independent Registered Public Accounting Firm, per the Audit Committee charter. The Trustees who serve on the Audit Committee are all “independent” as defined in our Bylaws and the New York Stock Exchange listing standards and applicable rules of the SEC. The Audit Committee is comprised of Richard J. Pinola (Chair), Axel K.A. Hansing and Jean Hoysradt. Our Board of Trustees has determined that Mr. Pinola, an independent trustee, is a “financial expert” as defined in Item 407 of Regulation S-K under the Securities Act. Our Board of Trustees adopted a formal written charter for the Audit Committee, which can be found on our website (www.nloproperties.com) in the “Governance Documents” section. Compensation Committee Our Board of Trustees has established a standing Compensation Committee. The Compensation Committee meets regularly and throughout the year, as necessary. The Compensation Committee’s primary function is to assist our Board of Trustees in reviewing the compensation of members of our Board of Trustees, reviewing and approving or making recommendations to the Board of Trustees regarding our incentive compensation and equity-based plan arrangements and evaluating the Chief Executive Officer and other executive officers per the Compensation Committee charter. The trustees who serve on the Compensation Committee are all “independent” as defined in our Bylaws and the New York Stock Exchange listing standards and applicable rules of the SEC. The Compensation Committee is comprised of Axel K.A. Hansing (Chair), Jean Hoysradt and Richard J. Pinola. Our Board of Trustees adopted a formal written charter for the Compensation Committee, which can be found on our website (www.nloproperties.com) in the “Governance Documents” section. Nominating and Corporate Governance Committee Our Board of Trustees has established a standing Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee meets regularly and throughout the year, as necessary. The Nominating and Corporate Governance Committee’s primary function is providing counsel to our Board of Trustees regarding the performance of the Advisor, conducting an annual review of and approve goals and objectives relating to the Advisor under the Advisory Agreement, developing and reviewing the qualifications and competencies required for membership on the Board of Trustees, reviewing and interviewing qualified candidates to serve on the Board of Trustees, overseeing structure, membership and rotation of the committees of the Board of Trustees and reviewing and considering developments in corporate governance to ensure that best practices are being followed and board refreshment. The Trustees who serve on the Nominating and Corporate Governance Committee are all “independent” as defined in our Bylaws and the New York Stock Exchange listing standards and applicable rules of the SEC. The Nominating and Corporate Governance Committee is comprised of Jean Hoysradt (Chair), Axel K.A. Hansing and Richard J. Pinola. Our Board of Trustees adopted a formal written charter for the Nominating and Corporate Governance Committee, which can be found on our website (www.nloproperties.com) in the “Governance Documents” section. Meetings and Attendance Although we have no policy with regard to attendance of our trustees at our annual meeting of shareholders, it is customary for, and we expect, all trustees to attend. Net Lease Office Properties 2023 10-K – 85 To ensure free and open discussion among the independent directors, only independent trustees attend executive sessions of our Board of Trustees and Committee meetings unless, under certain circumstances, management is invited. Following the Spin-Off, the Board of Trustees held two meetings in 2023. Communications with the Board of Trustees Shareholders and other interested parties may communicate with the Lead Trustee of our Board of Trustees or with the non-employee trustees, as a group, by either of the following methods: Email: IR@nloproperties.com Mail: Lead Trustee of the Board of Trustees c/o Net Lease Office Properties Corporate Secretary One Manhattan West 395 9th Avenue, 58th Floor New York, New York 10001 All appropriate correspondence will be promptly forwarded by the Corporate Secretary to the Lead Trustee of our Board of Trustees. Corporate Governance We believe a company’s reputation for integrity and serving its shareholders responsibly is of critical importance. We are committed to managing the company for the benefit of our shareholders and are focused on maintaining good corporate governance. Code of Ethics Our Board of Trustees adopted the Code of Business Conduct and Ethics to codify and formalize specific policies and principles that help ensure our business is conducted in accordance with the highest standards of ethical behavior. Our Advisor conducts annual training with its employees regarding ethical behavior and requires all employees to acknowledge the terms of and abide by our Code of Business Conduct and Ethics. The full text of our Code of Business Conduct and Ethics is available on our website at www.nloproperties.com. We will disclose any future amendments to, or waivers of, specific provisions of our Code of Business Conduct and Ethics applicable to our officers and trustees on our website within five business days following such amendment or waiver or as otherwise required by the SEC or the NYSE. Corporate Governance Guidelines Our Advisor is charged with assessing and managing risks associated with our business on a day-to-day basis. We rely on our Advisor’s internal processes to identify, manage and mitigate material risks and to communicate with our Board of Trustees or Audit Committee, as appropriate. Our Board of Trustee’s role is to oversee our Advisor’s execution of these responsibilities and to assess our Advisor’s approach to risk management on our behalf. In order to review and understand risk identification, management and mitigation strategies, our Board of Trustees and our Audit Committee will receive reports at their regular meetings from representatives of our Advisor on areas of material risk to us. The full text of our Corporate Governance Guidelines is available on our website at www.nloproperties.com. Related Person Transaction Policy Our Board of Trustees adopted the Related Person Transaction Policy and Procedures to comply with Item 404 of Regulation S-K and covers existing or proposed transactions, arrangements or relationships in which NLOP was, is, or will be a participant, the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. The Company reviews all known transactions, arrangements and relationships in which NLOP and a related person are or will be participants to determine whether such transactions, arrangements and relationships constitute related person transactions. This policy is administered by our Audit Committee. Net Lease Office Properties 2023 10-K – 86 Insider Trading Policy Our Board of Trustees adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our officers, trustees, directors and employees of NLOP and the Advisor. We believe our Insider Trading Policy is reasonably designed to promote compliance with relevant insider trading laws, rules and regulations, and any listing standards applicable to us. Indemnification Agreements We have entered into an indemnification agreement with each of our trustees and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees or executive officers, we have been informed that, in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable. We have purchased and maintain insurance on behalf of all of our trustees and executive officers against liability asserted against or incurred by them in their official capacities, whether or not we are required to have the power to indemnify them against the same liability. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act requires our trustees, executive officers and persons who beneficially own more than 10 percent of our common shares (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and changes in ownership of our common shares. Based solely on our review of the copies of such reports received or written representations from certain Reporting Persons that no other reports were required, we believe that during our fiscal year ended December 31, 2023 all filing requirements applicable to the Reporting Persons were timely met. Item 11. Executive and Trustee Compensation. 2023 Compensation of Named Executive Officers We have no employees to whom we pay salaries. We do not intend to pay any annual compensation to our named executive officers for their services as officers; however, we will reimburse our Advisor a base administrative amount of approximately $4.0 million annually, for certain administrative services, including for the services of its personnel, including those who serve as our officers, pursuant to the Advisory Agreement. 2023 Independent Trustee Compensation Table The following table sets forth information concerning the total compensation of the individuals who served as non-employee trustees during 2023, including service on all committees of the Board of Trustees, as described above: Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1) Total ($) Axel K.A. Hansing (2) 52,500 99,999 152,499 Jean Hoysradt (3) 52,500 99,999 152,499 Richard J. Pinola (4) 58,750 99,999 158,749 __________ 1. Amounts reflect the aggregate grant date fair value calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”) with respect to awards of 9,551 restricted stock units received on November 2, 2023. There were no option awards, non-equity incentive compensation, or non-qualified deferred compensation granted to the non-employee trustees during 2023. The grant date fair value per share of these restricted stock units, computed in accordance with FASB ASC Topic 718, was $10.47. The assumptions on which these valuations are based are set forth in Note 14 of this Report. The restricted stock units vest in full on the first anniversary of the grant date. 2. Mr. Hansing became a trustee in November 2023 and received a pro-rated cash payment of $50,000 as a quarterly retainer and a pro-rated cash payment of $2,500 for his role as Compensation Committee Chair. Net Lease Office Properties 2023 10-K – 87 3. Ms. Hoysradt became a trustee in November 2023 and received a pro-rated cash payment of $50,000 as a quarterly retainer and a pro-rated cash payment of $2,500 for her role as Nominating and Corporate Governance Chair. 4. Mr. Pinola became a trustee in November 2023 and received a pro-rated cash payment of $50,000 as a quarterly retainer, a pro-rated cash payment of $3,750 for his role as Audit Committee Chair and a pro-rated cash payment of $5,000 for his role as Lead Trustee. 2023 Incentive Award Plan We adopted the Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan (the “2023 Incentive Award Plan”), under which we may grant cash and equity incentive awards to eligible service providers to attract, motivate and retain the talent for which we compete. Administration Our Board of Trustees administers the 2023 Incentive Award Plan for non-employee trustees’ awards and by the Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our trustees and/or officers (our Board of Trustees and such committees, referred to collectively as the “plan administrator”), subject to certain limitations that may be imposed under Section 16 of the Exchange Act and/or stock exchange rules, as applicable. The plan administrator will have the authority to administer the 2023 Incentive Award Plan, including the authority to select award recipients, determine the nature and amount of each award, and determine the terms and conditions of each award. The plan administrator will also have the authority to make all determinations and interpretations, prescribe all forms for use, and adopt rules for administering the 2023 Incentive Award Plan subject to its express terms and conditions. Eligibility Any employee or consultant of NLOP, NLO OP LLC or any subsidiary and any non-employee trustee of NLOP is eligible to participate in the 2023 Incentive Award Plan as selected by the plan administrator in its discretion. Share Authorization The 2023 Incentive Award Plan provides that the maximum aggregate number of our common shares that may be issued under the 2023 Incentive Award Plan will be 750,000 common shares. The maximum number of common shares that may be issued in connection with awards of incentive stock options (“ISOs”) under the 2023 Incentive Award Plan is 1,500,000 common shares. Each LTIP unit of NLO OP LLC subject to an award will count as one common share for purposes of calculating the aggregate number of common shares available for issuance under the 2023 Incentive Award Plan and for purposes of calculating the individual award limits under the 2023 Incentive Award Plan. If any common shares subject to an award under the 2023 Incentive Award Plan are forfeited, expire or are settled for cash, any common shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2023 Incentive Award Plan. However, the following common shares may not be used again for grant under the 2023 Incentive Award Plan: (1) common shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) common shares subject to a stock appreciation right (“SAR”) that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) common shares purchased on the open market with the cash proceeds from the exercise of options. To the extent permitted under applicable securities exchange rules without shareholder approval, awards granted under the 2023 Incentive Award Plan in connection with the assumption, replacement, conversion or adjustment of outstanding equity awards in the context of a corporate acquisition or merger will not reduce the common shares authorized for grant under the 2023 Incentive Award Plan. The maximum number of common shares that may be subject to one or more awards granted to any one participant pursuant to the 2023 Incentive Award Plan during any calendar year is 850,000 common shares, and the maximum amount that may be paid under a cash award per the 2023 Incentive Award Plan to any one participant during any calendar year period is $10,000,000. The sum of any cash compensation and the value (determined as of the date of grant under applicable accounting standards) of awards granted to any non-employee trustee during any calendar year may not exceed $1,000,000. Net Lease Office Properties 2023 10-K – 88 Awards The 2023 Incentive Award Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), restricted stock, dividend equivalents, stock payments, restricted stock units (“RSUs”), other incentive awards, LTIP units and SARs. All awards under the 2023 Incentive Award Plan are set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. In the case of a participant’s death, disability, retirement, involuntary termination, or connection with a change in control, the plan administrator may at any time provide that an award will become immediately vested and fully or partially exercisable. Awards will be settled in our common shares or cash, as determined by the plan administrator. • Restricted Stock Units . Restricted stock units (“RSUs”) are contractual promises to deliver our common shares (or the fair market value of such common shares in cash) in the future, which may also remain forfeitable unless and until specified vesting conditions are met. RSUs generally may not be sold or transferred until vesting conditions are removed or expired. The common shares underlying RSUs will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting or dividend rights prior to the time the RSUs are settled in common shares unless the RSU includes a dividend equivalent right (in which case the holder may be entitled to dividend equivalent payments under certain circumstances, provided that such dividend equivalents remain forfeitable unless and until the underlying RSUs have vested). Delivery of the common shares underlying the RSUs may be deferred under the terms of the award or at the participant’s election if the plan administrator permits such a deferral. On the settlement date or dates, we will issue one unrestricted, fully transferable common share (or the fair market value of one such common share in cash) to the participant for each vested and nonforfeited RSU. • Stock Options . Stock options provide for the purchase of our common shares in the future at an exercise price set on the grant date. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying common share on the date of grant (or 110% in the case of ISOs granted to certain significant shareholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant shareholders). Vesting conditions determined by the plan administrator may apply to stock options, including continued service, performance and/or other conditions. • Restricted Stock . Restricted stock is an award of nontransferable common shares that remain forfeitable unless and until specified vesting conditions are met, including any dividends payable on the underlying common shares. Vesting conditions applicable to restricted stock may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. In general, restricted stock may not be sold or otherwise transferred until all restrictions are removed or expired. • SARs . SARs entitle their holder, upon exercise, to receive an amount equal to the appreciation of the common shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying common share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction), and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs, including continued service, performance and/or other conditions. SARs under the 2023 Incentive Award Plan will be settled in cash, common shares, or a combination of both, as determined by the administrator. • Stock Payments . Stock payments are awards of fully vested common shares that may, but need not, be made in place of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. • Other Incentive Awards . Other incentive awards are awards of cash or common shares or any other award valued wholly or partially by referring to, or otherwise based on, common shares or other property. Other incentive awards may vest based on or be linked to any performance criteria determined by the plan administrator. Net Lease Office Properties 2023 10-K – 89 • Dividend Equivalents . Dividend equivalents represent the right to receive the equivalent value of dividends paid on our common shares and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend payment dates during the period between a specified date and the date such award terminates or expires, as determined by the plan administrator. In addition, dividend equivalents with respect to an award that are based on dividends paid prior to the vesting of such award shall only be paid to the extent that the vesting conditions are subsequently satisfied and the underlying award vests. • LTIP Units . LTIP units are awards of units of NLO OP LLC intended to constitute “profits interests” within the meaning of the relevant IRS Revenue Procedure guidance. LTIP Units may be granted under the 2023 Incentive Award Plan to the extent authorized under the operating agreement of NLO OP LLC. Minimum Vesting Requirement Awards granted under the 2023 Incentive Award Plan may not vest earlier than the first anniversary of such award’s date of grant, provided that awards that result in the issuance of an aggregate of up to 5% of the common share reserve under the 2023 Incentive Award Plan may be granted to any one or more participants without regard to such minimum vesting requirement. For purposes of awards granted to non-employee trustees, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of our shareholders to the next annual meeting of our shareholders that occurs at least fifty weeks following the date of such first annual meeting. Such minimum vesting requirement will not preclude or limit any award or other arrangement (or any action by the plan administrator) from providing for accelerated vesting of such award in connection with or following a participant’s death, disability, retirement or involuntary termination or in connection with the occurrence of a change in control of our Company. Certain Transactions The plan administrator has broad discretion to take action under the 2023 Incentive Award Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common shares, such as share dividends, share splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our shareholders, known as “equity restructurings,” the plan administrator will make equitable adjustments to the 2023 Incentive Award Plan and outstanding awards. In the event of a “change in control” of our Company (as defined in the 2023 Incentive Award Plan), to the extent that the surviving entity declines to assume or substitute outstanding awards or it is otherwise determined that awards will not be assumed or substituted, all outstanding and unvested awards will become fully vested and exercisable in connection with the transaction (with performance-vesting awards vesting based on actual performance as of the date of such “change in control” with goals adjusted if the plan administrator determines, in its discretion, that adjustment is necessary or appropriate to reflect the shortened performance period, unless otherwise specified in an applicable award agreement). Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the common share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by our Company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2023 Incentive Award Plan are generally non-transferable prior to vesting. They are exercisable only by the participant unless otherwise provided by the plan administrator. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the 2023 Incentive Award Plan, the plan administrator may, at its discretion, accept cash or check, our common shares that meet specified conditions, a “market sell order” or other consideration as it deems suitable. Plan Amendment and Termination Our Board of Trustees may amend or terminate the 2023 Incentive Award Plan at any time; however, except in connection with certain changes in our capital structure, shareholder approval will be required for any amendment that increases the aggregate number of common shares available under the 2023 Incentive Award Plan or any individual award limit under the 2023 Net Lease Office Properties 2023 10-K – 90 Incentive Award Plan, “reprices” any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per common share exceeds the fair market value of the underlying common shares. In addition, no amendment, suspension or termination of the 2023 Incentive Award Plan may, without the consent of the affected participant, impair any rights or obligations under any previously granted award, unless the award itself otherwise expressly so provides. No ISO may be granted pursuant to the 2023 Incentive Award Plan after the tenth anniversary of the date on which our Board of Trustees adopts the 2023 Incentive Award Plan. Additional REIT Restrictions The 2023 Incentive Award Plan provides that no participant will be granted, become vested in the right to receive or acquire or be permitted to acquire, or will have any right to acquire, common shares under an award if such acquisition would be prohibited by the restrictions on ownership and transfer of our common shares contained in our declaration of trust or would impair our status as a REIT. Clawback Policy Our Board of Trustees adopted a clawback policy which requires the clawback of erroneously awarded incentive-based compensation of past or current executive officers awarded during the three full fiscal years preceding the date on which the issuer is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the federal securities laws. There is no fault or misconduct required to trigger a clawback. The Compensation Committee shall determine, in its sole discretion, the timing and method for promptly recouping such erroneously awarded compensation. A copy of this policy has been filed as an exhibit to this Annual Report. Share Ownership Guidelines Our Board of Trustees has adopted the Net Lease Office Properties Share Ownership Guidelines. The Share Ownership Guidelines require the independent trustees to hold their initial grant of 9,551 restricted stock units, awarded pursuant to the Company’s 2023 Incentive Award Plan, until separation of service. Compensation Committee Report As noted above, we have no employees. The Compensation Committee has reviewed and discussed the Compensation of trustees with management. Based on such review and discussions, the Compensation Committee recommended to the Board, and the Board approved, that Trustee Compensation be included in this Annual Report for the year ended December 31, 2023. COMPENSATION COMMITTEE Axel K.A. Hansing, Chair Jean Hoysradt Richard J. Pinola Compensation Committee Interlocks and Insider Participation Each of the Compensation Committee members whose names appear under the heading Compensation Committee Report has been a Compensation Committee member since November 2023 when the Separation and Distribution of Net Lease Office Properties was completed. No member of the Compensation Committee during 2023 is or has been an executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a trustee of the Company or member of the Compensation Committee during 2023. Net Lease Office Properties 2023 10-K – 91 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following tables set forth certain information regarding the beneficial ownership of the Company’s Common Shares as of February 28, 2024 by all trustees and named executive officers on that date as a group, and each person known to the Company to own beneficially more than 5% of the Common Shares. Any fractional shares are rounded down to the nearest full share. None of the shares has been pledged as collateral. Name of Beneficial Owner Amount of Shares Beneficially Owned (#) Percentage of Class (%) The Vanguard Group (1) 100 Vanguard Blvd. Malvern, PA 19355 1,479,708 10.01% Long Pond Capital, LP (2) 527 Madison Avenue, 15th Floor New York, NY 10022 1,086,462 7.35% J. Goldman & Co., L.P. (3) 510 Madison Avenue, 26th Floor New York, NY 10022 1,035,861 7.01% BlackRock, Inc. (4) 50 Hudson Yards New York, NY 10001 970,342 6.56% Morgan Stanley (5) 1585 Broadway New York, NY 10036 759,044 5.13% __________ 1. The information for The Vanguard Group (“Vanguard”) is derived from a Schedule 13G/A, filed with the SEC on February 13, 2024, to report beneficial ownership as of December 29, 2023. Based on that filing, Vanguard was the beneficial owner of 1,479,708 shares of NLOP in the aggregate at that date. As of that date, Vanguard reported that it had sole dispositive power with respect to 1,446,488 shares of NLOP, shared dispositive power with respect to 33,220 shares of NLOP, and shared voting power with respect to 15,571 shares of NLOP. 2. The information for Long Pond Capital, LP (“Long Pond LP”) is derived from a Schedule 13G, filed with the SEC on February 13, 2024, to report beneficial ownership as of December 31, 2023. Based on that filing, Long Pond LP was the beneficial owner of 1,086,462 shares of NLOP in the aggregate as of that date, with shared dispositive power and shared voting power over all such shares. 3. The information for J. Goldman & Co., L.P. (“JGC”) is derived from a Schedule 13G, filed with the SEC on February 14, 2024, to report beneficial ownership as of December 31, 2023. Based on that filing, JGC was the beneficial owner of 1,035,861 shares of NLOP in the aggregate as of that date, with shared dispositive power and shared voting power over all such shares. 4. The information for BlackRock, Inc. is derived from a Schedule 13G filed with the SEC on February 2, 2024 to report beneficial ownership as of December 31, 2023. Based on that filing, BlackRock, Inc. was the beneficial owner of 970,342 shares of NLOP in the aggregate as of that date, with sole dispositive power over all such shares and sole voting power with respect to 900,438 shares of NLOP. 5. The information for Morgan Stanley is derived from a Schedule 13G, filed with the SEC on February 8, 2024, to report beneficial ownership as of December 31, 2023. Based on that filing, Morgan Stanley was the beneficial owner of 759,044 shares of NLOP in the aggregate as of that date. As of that date, Morgan Stanley reported that it had shared dispositive power with respect to 759,044 shares of NLOP and shared voting power with respect to 729,589 shares of NLOP. Net Lease Office Properties 2023 10-K – 92 Name of Beneficial Owner Amount of Shares Beneficially Owned (#) (1) Percentage of Class (%) Named Executive Officers Jason E. Fox (2) 36,228 * ToniAnn Sanzone 4,212 * Non-Employee Trustees Axel K.A. Hansing 1,130 * Jean Hoysradt 1,345 * John J. Park (3) 32,550 * Richard J. Pinola 411 * All Trustees and named executive officers as a Group (6 individuals) 75,876 * __________ * Represents less than 1% of our common shares outstanding. 1. Beneficial ownership has been determined in accordance with the rules of the SEC and includes shares that each beneficial owner (or the trustees and named executive officers as a Group) has the right to acquire within 60 days of February 28, 2024. Except as noted, and except for any community property interest owned by spouses, the listed individuals have sole investment power and sole voting power as to all shares of which they are identified as being the beneficial owners. 2. The amount shown includes 76 shares of NLOP owned by Mr. Fox’s son and 5 shares of NLOP owned by his daughter. 3. The amount shown includes 37 shares of NLOP owned by one of Mr. Park’s sons, 37 shares of NLOP by the other of Mr. Park’s sons and 37 shares of NLOP owned by Mr. Park’s daughter. Item 13. Certain Relationships and Related Transactions, and Trustee Independence. This section summarizes material agreements between us and certain related parties and agreements between us and our Advisor and certain of its subsidiaries that governs the ongoing relationships between the two companies. The agreements with our Advisor and/or certain of its subsidiaries provided for an orderly transition to our status as an independent, publicly traded company. Additional or modified agreements, arrangements and transactions, which will be negotiated at arm’s length, may be entered into between us and our Advisor and/or certain of its subsidiaries. We operate pursuant to certain policies and procedures for the review, approval or ratification of our transactions with related persons. These policies include the following: • Transactions with our Advisor . Except for transactions under the NLOP Advisory Agreements or as otherwise described in this Report, we will not purchase goods or services from our Advisor or its affiliates unless a majority of our trustees, including a majority of our independent trustees, not otherwise interested in the transactions approve such transactions as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. • Transactions with our Advisor and its Affiliates . We will not lease properties in which our Advisor, a trustee or any of their respective affiliates has an ownership interest without a determination by a majority of our trustees, including a majority of our independent trustees, not otherwise interested in such transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the investment to our Advisor or its affiliates unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. We will not sell investments or lease properties to our Advisor, a trustee or any of their respective affiliates unless a majority of our trustees, including a majority of our independent trustees, not otherwise interested in the transaction, determine that the transaction is fair and reasonable to us. • Loans . We will not make any loans to our Advisor, its affiliates or our trustees except loans to wholly owned subsidiaries. We may not borrow money from any of our trustees or our Advisor and its affiliates unless approved by a majority of our trustees (including a majority of the independent trustees) not otherwise interested in the transaction, as fair, competitive and commercially reasonable, and no less favorable to us than loans between unaffiliated parties under the same circumstances. Net Lease Office Properties 2023 10-K – 93 Agreements with our Advisor and its Subsidiaries We and our Advisor operate as public entities. To govern certain ongoing relationships between us and our Advisor, we and our Advisor and/or certain of its subsidiaries entered into agreements pursuant to which certain services and rights are provided for, and we and our Advisor and/or certain of its subsidiaries indemnify each other against certain liabilities arising from our respective businesses. The following is a summary of the terms of the material agreements we entered into with our Advisor and/or certain of its subsidiaries. Separation and Distribution Agreement We and our Advisor entered into the Separation and Distribution Agreement. We and our Advisor and/or certain of its subsidiaries also entered into other agreements prior to the Spin-Off that effectuated the Separation and the Distribution, providing a framework for our relationship with our Advisor and providing for the allocation between us and our Advisor of our Advisor’s assets, liabilities and obligations (including its investments, property, and tax-related assets and liabilities) attributable to periods after our separation from our Advisor, such as the Tax Matters Agreement and the NLOP Advisory Agreements. The forms of the agreements listed above have been filed as exhibits to this Annual Report. Tax Matters Agreement We and our Advisor entered into a Tax Matters Agreement that governs the respective rights, responsibilities and obligations of our Advisor, we and applicable subsidiaries with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, tax covenants, tax indemnification, cooperation and information sharing. The Tax Matters Agreement provided (a) we and applicable subsidiaries generally assume liability for all taxes reported or required to be reported, on our tax return, (b) our Advisor assumes liability for all taxes reported or required to be reported, (i) on our Advisor’s tax return or (ii) any joint tax return involving both we and our Advisor and (c) we generally assume sole responsibility for any transfer taxes. Our obligations under the Tax Matters Agreement are not limited in amount or subject to any cap. If we are required to pay any liabilities under the circumstances set forth in the Tax Matters Agreement or pursuant to applicable tax law, the amounts may be significant. NLOP Advisory Agreements We entered into the NLOP Advisory Agreements with the Advisor, pursuant to which our Advisor provides us with strategic management services, including asset management, property disposition support and various related services. We pay management fees to our Advisor and reimburse our Advisor for certain expenses incurred in providing services to us. In 2023, we accrued expenses of $1.9 million and our Advisor accrued no expenses. Payments of management fees, including fees accrued from the date of the Spin-Off through the end of 2023, began in 2024. Item 14. Principal Accounting Fees and Services. Fees The following table sets forth the approximate aggregate fees billed to Net Lease Office Properties during fiscal year 2023 by PricewaterhouseCoopers LLP, categorized in accordance with the rules and regulations of the SEC. No professional services were rendered to the Company by PwC during the year ended December 31, 2022, as we were not yet in existence. December 31, 2023 Audit Fees (a) $ 900,000 Audit-Related Fees — Tax Compliance Fees (b) — All Other Fees — Total Fees $ 900,000 __________ Net Lease Office Properties 2023 10-K – 94 (a) Audit Fees: This category consists of fees for professional services rendered for the audit of the Company’s fiscal 2023 financial statements, the review of the financial statements included in the Company’s Quarterly Report on Form 10‑Q for the quarters ended September 30, 2023 and 2022, and other audit services. This category excludes $2.2 million billed to WPC and reimbursed by the Company for professional services rendered for the audits of the 2022 financial statements included in the Company’s Annual Report on Form 10-K and the audits of the 2021 and 2020 financial statements included in the Registration Statement on Form 10 (File No. 001-41812) filed with the SEC on October 4, 2023, the final version of which was included as Exhibit 99.1 to the Company’s Current Report on Form 8-K/A filed with the SEC on October 11, 2023 (the “Form 10”). (b) Tax Compliance Fees: This category excludes $0.7 million billed to WPC and reimbursed by the Company for tax compliance services rendered in connection with the Company’s Form 10. Pre-approval by Audit Committee The Audit Committee, or the Chair of the Audit Committee, must pre-approve any audit and non-audit service provided to the Company by the independent auditor unless the engagement is entered into pursuant to appropriate pre-approval policies established by the Audit Committee or if such service falls within available exceptions under SEC rules. Net Lease Office Properties 2023 10-K – 95 PART IV Item 15. Exhibits and Financial Statement Schedules. (1) and (2) — Financial statements and schedules: see index to financial statements and schedules included in Item 8 . (3) Exhibits: The following exhibits are filed with this Report. Documents other than those designated as being filed herewith are incorporated herein by reference. Exhibit No. Description Method of Filing 2.1* Separation and Distribution Agreement, dated October 31, 2023, between W. P. Carey Inc. and Net Lease Office Properties Filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 2.2* Tax Matters Agreement, dated October 31, 2023, between W. P. Carey Inc. and Net Lease Office Properties Filed as Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 3.1 Amended and Restated Declaration of Trust of Net Lease Office Properties Filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 3.2 Amended and Restated Bylaws of Net Lease Office Properties Filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 4.1 Description of Securities Registered under Section 12 of the Exchange Act Filed herewith 10.1* Advisory Agreement, dated November 1, 2023, between W. P. Carey Management LLC and Net Lease Office Properties Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K/A, filed on November 7, 2023 and incorporated herein by reference 10.2* Advisory Agreement, dated November 1, 2023, between W. P. Carey & Co. B.V. and Net Lease Office Properties Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 10.3* Loan Agreement, dated September 20, 2023, by and among JPMorgan Chase Bank, N.A. and the borrowers named therein Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 10.4* Mezzanine Loan Agreement, dated September 20, 2023, between NLO Mezzanine Borrower LLC and JPMorgan Chase Bank, N.A. Filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 10.5* Amendment dated November 1, 2023 to Loan Agreement dated September 20, 2023, by and among JP Morgan Chase Bank, N.A. and the borrowers named therein Filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 10.6* Amendment dated November 1, 2023 to Mezzanine Loan Agreement dated September 20, 2023, between NLO Mezzanine Borrower and JPMorgan Chase Bank, N.A. Filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 10.7† Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan Filed as Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 10.8† Form of Net Lease Office Properties and NLO OP LLC Restricted Stock Unit Award Agreement Filed as Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference Net Lease Office Properties 2023 10-K – 96 Exhibit No. Description Method of Filing 10.9 Form of Indemnification Agreement entered into between Net Lease Office Properties and each of its trustees and executive officers Filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed on November 2, 2023 and incorporated herein by reference 21.1 List of Registrant Subsidiaries Filed herewith 23.1 Consent of PricewaterhouseCoopers LLP Filed herewith 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32 Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Filed herewith 97.1 Clawback Policy Filed herewith 101.INS XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document. Filed herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) Filed herewith ______________________ † The referenced exhibit is a management contract or compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 (a)(3) of Form 10-K. * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any exhibits or schedules so furnished. Net Lease Office Properties 2023 10-K – 97 Item 16. Form 10-K Summary. None. Net Lease Office Properties 2023 10-K – 98 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Net Lease Office Properties Date: March 6, 2024 By: /s/ ToniAnn Sanzone ToniAnn Sanzone Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jason E. Fox Chief Executive Officer and Chair of the Board March 6, 2024 Jason E. Fox (Principal Executive Officer) /s/ ToniAnn Sanzone Chief Financial Officer March 6, 2024 ToniAnn Sanzone (Principal Financial Officer) /s/ Brian Zander Chief Accounting Officer March 6, 2024 Brian Zander (Principal Accounting Officer) /s/ Axel K.A. Hansing Trustee March 6, 2024 Axel K.A. Hansing /s/ Jean Hoysradt Trustee March 6, 2024 Jean Hoysradt /s/ John J. Park Trustee March 6, 2024 John J. Park /s/ Richard J. Pinola Trustee March 6, 2024 Richard J. Pinola Net Lease Office Properties 2023 10-K – 99