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Net Lease Office Properties

For the period ended Jun 12, 2026. Filed Apr 16, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 12, 2026 · Filed Apr 16, 2026

NLOP$9.28+2.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12
Net Lease Office Properties
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☑No fee required.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

Notice of Annual Meeting of Shareholders

April 16, 2026

Date and Time

Friday, June 12, 2026

10:00 a.m. Eastern Time

Location

Virtual*

Items of Business

n Elect Two Class II Trustees for a One-Year Term;

n Authorize the Board of Trustees to terminate NLOP at a future date (the "Termination Authority Proposal");

n Ratify the appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2026; and

n Transact such other business as may properly come before the meeting and any adjournment or postponement thereof.

Only shareholders who owned shares at the close of business on April 13, 2026, are entitled to vote at the meeting. Net Lease Office Properties ("NLOP," or the "Company") is furnishing the proxy materials for the Annual Meeting electronically using the Internet through the mailing to our shareholders of a Notice of Internet Availability of Proxy Materials, or the Notice and Access Card. The Company first made available the attached Proxy Statement, the proxy card and its Annual Report on Form 10-K for the year ended December 31, 2025 ("Annual Report"), to shareholders on or about April 22, 2026.

By Order of the Board of Trustees

Susan C. Hyde

Chief Administrative Officer and Corporate Secretary

Net Lease Office Properties

395 9th Avenue, 58th Floor

New York, NY 10001

  • The format of our 2026 Annual Meeting of Shareholders will be virtual-only. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. To attend, participate in and/or vote at the virtual Annual Meeting at www.virtualshareholdermeeting.com/NLOP2026 shareholders must enter the 16-digit control number found on their proxy card or voting instruction form or notice.
How to Vote
InternetPhoneMailQR Code

Whether or not you attend, it is important that your shares be represented and voted at the Annual Meeting.

You may vote your shares by using the telephone or through the Internet, as described on the proxy card or voting instruction form or notice. You may also vote your shares by marking your votes on the proxy card or voting instruction form or notice, signing and dating it and mailing it in the business reply envelope provided. If you attend the virtual Annual Meeting, you may withdraw your previously submitted proxy card or voting instruction form or notice and vote virtually.

Additional questions are answered in the Users' Guide.

This Proxy Statement and the Annual Report to Shareholders are available at www.proxyvote.com.

Table of Contents

1Proxy Summary19Executive Compensation
1Ways to Vote19Executive Compensation Overview
1Voting Matters and Board Recommendations20Clawback Policy
1Background20Insider Trading Policy
2Governance Highlights21Compensation Committee Report
2Trustee Nominee Snapshot21Compensation Committee Interlocks and Insider Participation
3Questions and Answers About the Termination Authority Proposal
22Proposal Two: The Termination Authority Proposal
5Proposal One: Election of Two Class II Trustees for a One-Year Term24Proposal Three: Ratification of Appointment of Independent Registered Public Accounting Firm
6Nominees for the Board25Report of the Audit Committee
9Committees of the Board25Financial Expert
11Board Governance26Fees Billed by PricewaterhouseCoopers LLP During Fiscal Years 2025 and 2024
11Board Meetings and Trustee Attendance
11Trustee Independence26Pre Approval Policies
11Board Refreshment27Security Ownership of Certain Beneficial Owners, Trustees and Management
11Board Nominating Procedures
11Board's Role in Risk Oversight28Equity Compensation Plan Information
12Cybersecurity29Users' Guide
12Artificial Intelligence
12Proxy Access
13Shareholder Amendment of Bylaws
13No Shareholder Rights Plan
14Compensation of the Board
142025 Non-Employee Trustee Compensation Table
14Share Ownership Guidelines
15Corporate Governance
15Shareholder Proposals
15Other Communications with the Board
16Code of Business Conduct and Ethics
16Whistleblower Policy
16Corporate Governance Guidelines
16Certain Relationships and Related Party Transactions
18Named Executive Officers for 2026

We make references herein to various websites, including our website located at www.nloproperties.com, however, the information located on, or accessible from, any website (including our website) is not, and should not be deemed to be, part of this Proxy Statement or incorporated into any other filing that we submit to the Securities and Exchange Commission.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.