Item 9A. Controls and Procedures
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, 2025, 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, 2025 at a reasonable level of assurance.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
We assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making this assessment, we used criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we concluded that, at December 31, 2025, our internal control over financial reporting is effective based on those criteria.
This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting, due to an exemption established by the rules of the SEC for “emerging growth 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.
Net Lease Office Properties 2025 10-K – 77
Item 9B. Other Information.
During the three months ended December 31, 2025, 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.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Shareholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 11. Executive and Trustee Compensation.
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Shareholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Shareholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Trustee Independence.
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Shareholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
This information will be contained in our definitive proxy statement for the 2026 Annual Meeting of Shareholders, to be filed within 120 days following the end of our fiscal year, and is incorporated herein by reference.
Net Lease Office Properties 2025 10-K – 79
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 as Exhibit 4.1 to Annual Report on Form 10-K for the year ended December 31, 2023, filed March 5, 2024 and incorporated herein by reference
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† 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
10.4† 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
10.5 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
19.1 Net Lease Office Properties Insider Trading Compliance Policy and Procedures Filed herewith
21.1 List of Registrant Subsidiaries Filed herewith
23.1 Consent of PricewaterhouseCoopers LLP Filed herewith
Net Lease Office Properties 2025 10-K – 80
Exhibit
No. Description Method of Filing
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 as Exhibit 97.1 to Annual Report on Form 10-K for the year ended December 31, 2023, filed March 6, 2024 and incorporated herein by reference
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 2025 10-K – 81
Item 16. Form 10-K Summary.
None.
Net Lease Office Properties 2025 10-K – 82
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: February 25, 2026 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 February 25, 2026
Jason E. Fox (Principal Executive Officer)
/s/ ToniAnn Sanzone Chief Financial Officer February 25, 2026
ToniAnn Sanzone (Principal Financial Officer)
/s/ Brian Zander Chief Accounting Officer February 25, 2026
Brian Zander (Principal Accounting Officer)
/s/ Axel K.A. Hansing Trustee February 25, 2026
Axel K.A. Hansing
/s/ Jean Hoysradt Trustee February 25, 2026
Jean Hoysradt
/s/ John J. Park Trustee February 25, 2026
John J. Park
/s/ Richard J. Pinola Trustee February 25, 2026
Richard J. Pinola
Net Lease Office Properties 2025 10-K – 83