NLOP / Net Lease Office Properties - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41812 Net Lease Office Prop

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2025 Net Lease Office P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 6, 2025 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State or other jurisdiction of incorporation) (Commiss

Three Months Ended June 30, 2025

Exhibit 99.1 Net Lease Office Properties Supplemental Financial Information Second Quarter 2025 Terms and Definitions As used in this supplemental package, the terms “Net Lease Office Properties,” “NLOP,” “we,” “us” and “our” include Net Lease Office Properties, its consolidated subsidiaries and its predecessors, unless otherwise indicated. Other terms and definitions are as follows: REIT Real est

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2025 Net Lease Office Pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 16, 2025 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State or other jurisdiction of incorporation) (Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2025 Net Lease Office Prop

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2025 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State or other jurisdiction of incorporation) (Commission

Three Months Ended March 31, 2025

Exhibit 99.1 Net Lease Office Properties Supplemental Financial Information First Quarter 2025 Terms and Definitions As used in this supplemental package, the terms “Net Lease Office Properties,” “NLOP,” “we,” “us” and “our” include Net Lease Office Properties, its consolidated subsidiaries and its predecessors, unless otherwise indicated. Other terms and definitions are as follows: REIT Real esta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41812 Net Lease Office Pro

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 (Ame

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 ☐ Confide

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 (Ame

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 ☐ Confide

Filed herewith

Exhibit 21.1 NET LEASE OFFICE PROPERTIES SUBSIDIARIES OF REGISTRANT Name of Subsidiary Ownership State or Country of Incorporation (CA) ADS, LLC 100 % Delaware 308 Route 38 LLC 100 % Delaware 500 Jefferson Tower (TX) LLC 100 % Delaware 6000 Nathan (MN) LLC 100 % Delaware 601 Jefferson Manager (DE) LLC 100 % Delaware 601 Jefferson Tower (TX) LLC 100 % Delaware ADS2 (CA) LLC (fka ADS2 (CA) QRS 11-41

Filed herewith

Exhibit 19.1 NET LEASE OFFICE PROPERTIES INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from providing this information to others who may trade. V

Three Months Ended December 31, 2024

Exhibit 99.1 Net Lease Office Properties Supplemental Financial Information Fourth Quarter 2024 Terms and Definitions As used in this supplemental package, the terms “Net Lease Office Properties,” “NLOP,” “we,” “us” and “our” include Net Lease Office Properties, its consolidated subsidiaries and its predecessors, unless otherwise indicated. Other terms and definitions are as follows: REIT Real est

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2025 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41812 Net Lease Office Properti

NLOP / Net Lease Office Properties / Long Pond Capital, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Three Months Ended September 30, 2024

Exhibit 99.1 Net Lease Office Properties Supplemental Financial Information Third Quarter 2024 Terms and Definitions As used in this supplemental package, the terms “Net Lease Office Properties,” “NLOP,” “we,” “us” and “our” include Net Lease Office Properties, its consolidated subsidiaries and its predecessors, unless otherwise indicated. Other terms and definitions are as follows: REIT Real esta

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2024 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State or other jurisdiction of incorporation) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41812 Net Lease Office

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 8, 2024 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State or other jurisdiction of incorporation) (Commiss

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41812 Net Lease Office Prop

Three Months Ended June 30, 2024

Exhibit 99.1 Net Lease Office Properties Supplemental Financial Information Second Quarter 2024 Terms and Definitions As used in this supplemental package, the terms “Net Lease Office Properties,” “NLOP,” “we,” “us” and “our” include Net Lease Office Properties, its consolidated subsidiaries and its predecessors, unless otherwise indicated. Other terms and definitions are as follows: REIT Real est

Three Months Ended March 31, 2024

Exhibit 99.1 Net Lease Office Properties Supplemental Financial Information First Quarter 2024 Terms and Definitions As used in this supplemental package, the terms “Net Lease Office Properties,” “NLOP,” “we,” “us” and “our” include Net Lease Office Properties, its consolidated subsidiaries and its predecessors, unless otherwise indicated. Other terms and definitions are as follows: REIT Real esta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41812 Net Lease Office Pro

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 10, 2024 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State of incorporation) (Commission File Number) (IRS Em

Filed an Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed on May 10, 2024 and incorporated herein by reference

Exhibit 10.1 SECOND AMENDMENT TO LOAN AGREEMENT This Second Amendment to Loan Agreement (this “Amendment”), dated as of March 5, 2024, is between JPMORGAN CHASE BANK, N.A., having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and/or permitted assigns, “Lender”) and THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO, each having its principal place of bu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41812 Net Lease Office Properti

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

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Net Lease Office Properties has its common shares of beneficial interest, $0.001 par value per share (“Common Shares”), registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). References in the followin

Year Ended December 31, 2023

Exhibit 99.1 Net Lease Office Properties Supplemental Financial Information For the year ended December 31, 2023 Terms and Definitions As used in this supplemental package, the terms “Net Lease Office Properties,” “NLOP,” “we,” “us” and “our” include Net Lease Office Properties, its consolidated subsidiaries and its predecessors, unless otherwise indicated. Other terms and definitions are as follo

Filed herewith

Exhibit 21.1 NET LEASE OFFICE PROPERTIES SUBSIDIARIES OF REGISTRANT Name of Subsidiary Ownership State or Country of Incorporation (CA) ADS, LLC 100 % Delaware 308 Route 38 LLC 100 % Delaware 500 Jefferson Tower (TX) LLC 100 % Delaware 6000 Nathan (MN) LLC 100 % Delaware 601 Jefferson Manager (DE) LLC 100 % Delaware 601 Jefferson Tower (TX) LLC 100 % Delaware ADS2 (CA) LLC (fka ADS2 (CA) QRS 11-41

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 6, 2024 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State of incorporation) (Commission File Number) (IRS E

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

Exhibit 97.1 NET LEASE OFFICE PROPERTIES POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION Net Lease Office Properties (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11. 1.Persons Subjec

US64110Y1082 / Net Lease Office Properties / Long Pond Capital, LP Passive Investment

SC 13G 1 longpond-nlop123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Net Lease Office Properties (Name of Issuer) Common Shares of Beneficial Interest, par value $0.001 per share (Title of Class of Securities) 64110Y108 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of

US64110Y1082 / Net Lease Office Properties / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01528-netleaseofficeproper.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1)* Name of issuer: NET Lease Office Properties Title of Class of Securities: Common Stock CUSIP Number: 64110Y108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate bo

NLOP / Net Lease Office Properties / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SC 13G 1 tv0007-netleaseofficepropert.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: NET Lease Office Properties Title of Class of Securities: Common Stock CUSIP Number: 64110Y108 Date of Event Which Requires Filing of this Statement: November 30, 2023 Check the appropriate box to designate the rule

Net Lease Office Properties Declares Common Share Dividend of $0.34 Per Share

Exhibit 99.1 Net Lease Office Properties Declares Common Share Dividend of $0.34 Per Share NEW YORK, NEW YORK, December 8, 2023 – Net Lease Office Properties (NYSE: NLOP) declared a common share dividend of $0.34 per share (approximately $5.0 million in the aggregate). The dividend is payable on or about January 29, 2024 to shareholders of record as of the close of business on December 18, 2023 (t

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 8, 2023 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State of incorporation) (Commission File Number) (IR

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 17, 2023 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41812 Net Lease Office

NET LEASE OFFICE PROPERTIES PREDECESSOR UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.1 NET LEASE OFFICE PROPERTIES PREDECESSOR UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma condensed combined financial statements and notes thereto should be read in conjunction with (i) the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited combined financial statements, and

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

Exhibit 10.1 ADVISORY AGREEMENT dated as of November 1, 2023 between NET LEASE OFFICE PROPERTIES and W. P. CAREY MANAGEMENT LLC TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. APPOINTMENT AND DUTIES OF THE ADVISOR 5 SECTION 3. OTHER ACTIVITIES OF THE ADVISOR 9 SECTION 4. AGENCY 10 SECTION 5. BANK ACCOUNTS 10 SECTION 6. RECORDS 10 SECTION 7. CONFIDENTIALITY 10 SECTION 8. LIMITATION ON AC

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2023 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State of incorporation) (Commiss

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

Exhibit 10.2 ADVISORY AGREEMENT dated as of November 1, 2023 between Net Lease Office Properties and W. P. Carey & Co. B.V. TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. APPOINTMENT AND DUTIES OF THE ADVISOR 5 SECTION 3. OTHER ACTIVITIES OF THE ADVISOR 8 SECTION 4. AGENCY 8 SECTION 5. BANK ACCOUNTS 9 SECTION 6. RECORDS 9 SECTION 7. CONFIDENTIALITY 9 SECTION 8. LIMITATION ON ACTIVITIES

As filed with the Securities and Exchange Commission on November 2, 2023

As filed with the Securities and Exchange Commission on November 2, 2023 Registration No.

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2023 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State of incorporation) (Commission File Number) (IR

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

Exhibit 10.5 AMENDMENT TO LOAN AGREEMENT This Amendment to Loan Agreement (this “Amendment”), dated as of November 1, 2023, is between JPMorgan Chase Bank, N.A., having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and/or permitted assigns, “Lender”) and THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO, each having its principal place of business at c

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

  Exhibit 2.2     TAX MATTERS AGREEMENT   BY AND BETWEEN   W. P. CAREY INC.   AND   NET LEASE OFFICE PROPERTIES   DATED AS OF OCTOBER 31, 2023           TABLE OF CONTENTS     Page     Article 1 Definitions 1       Section 1.1 Definitions 1 Section 1.2 Interpretation and Rules of Construction 6       Article 2 Allocation of Taxes 7       Section 2.1 General Rule 7 Section 2.2 General Allocation Pri

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares of Beneficial Interest, $0.

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

Exhibit 10.7 NET LEASE OFFICE PROPERTIES AND NLO OP LLC 2023 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of Net Lease Office Properties, a Maryland real estate investment trust (the “Company”), and NLO OP LLC, a Delaware limited liability company (the “Pa

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

Exhibit 3.1 NET LEASE OFFICE PROPERTIES ARTICLES OF AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST FIRST: Net Lease Office Properties, a Maryland real estate investment trust (the “Trust”) formed under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the “Maryland REIT Law”), desires to amend and restate its Declaration of Trust as currently in effect and

Advisory Agreement, dated November 1, 2023, between W. P. Carey Management LLC and Net Lease Office Properties.

Exhibit 10.1 ADVISORY AGREEMENT dated as of November 1, 2023 between Net Lease Office Properties and W. P. Carey Management LLC TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. APPOINTMENT AND DUTIES OF THE ADVISOR 5 SECTION 3. OTHER ACTIVITIES OF THE ADVISOR 9 SECTION 4. AGENCY 10 SECTION 5. BANK ACCOUNTS 10 SECTION 6. RECORDS 10 SECTION 7. CONFIDENTIALITY 10 SECTION 8. LIMITATION ON AC

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

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between W. P. Carey Inc. and NET LEASE OFFICE PROPERTIES dated as of October 31, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 10 Article II THE SEPARATION 10 Section 2.1 Separation Transactions 10 Section 2.2 Transfers of Assets and Assumptions of Liabilities 10 Section 2.3 Release

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

Exhibit 10.6 AMENDMENT TO MEZZANINE LOAN AGREEMENT This Amendment to Mezzanine Loan Agreement (this “Amendment”), dated as of November 1, 2023, is between JPMorgan Chase Bank, N.A., having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and/or permitted assigns, “Lender”) and NLO MEZZANINE BORROWER LLC, having its principal place of business at c/o W. P. Ca

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

Exhibit 3.2 NET LEASE OFFICE PROPERTIES AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of Net Lease Office Properties (the “Trust”) in the State of Maryland shall be located at such place as the Board of Trustees of the Trust (the “Board of Trustees”) may designate. Section 2. ADDITIONAL OFFICES. The Trust may have additional offices, including a pr

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 6, 2023 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State of incorporation) (Commissi

INFORMATION STATEMENT Net Lease Office Properties

Exhibit 99.1 October 6, 2023 Dear W. P. Carey Stockholder, We are pleased to inform you that on October 6, 2023, the Board of Directors of W. P. Carey Inc., a Maryland corporation (“WPC”), declared a distribution of the outstanding common shares (“common shares”) of beneficial interest of Net Lease Office Properties, a Maryland real estate investment trust (“NLOP”) (the “Distribution”), which will

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 6, 2023 Net Lease Office Properties (Exact Name of Registrant as Specified in its Charter) Maryland 001-41812 92-0887849 (State of incorporation) (Commission File Number) (IRS

INFORMATION STATEMENT Net Lease Office Properties

Exhibit 99.1 October 6, 2023 Dear W. P. Carey Stockholder, We are pleased to inform you that on October 6, 2023, the Board of Directors of W. P. Carey Inc., a Maryland corporation (“WPC”), declared a distribution of the outstanding common shares (“common shares”) of beneficial interest of Net Lease Office Properties, a Maryland real estate investment trust (“NLOP”) (the “Distribution”), which will

Net Lease Office Properties One Manhattan West 395 9th Avenue, 58th Floor New York, NY 10001

Net Lease Office Properties One Manhattan West 395 9th Avenue, 58th Floor New York, NY 10001 October 5, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.

Amendment No. 1 thereto filed with the SEC on October 4, 2023

File No. 001-41812 As filed with the U.S. Securities and Exchange Commission on October 4, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Net Lease Office Properties (Exact name of Registrant as specified in its charter) Mary

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650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai October 4, 2023 Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los

Information Statement of Net Lease Office Properties, preliminary and subject to completion, dated

Exhibit 99.1 , 2023 Dear W. P. Carey Stockholder, We are pleased to inform you that on , 2023, the Board of Directors of W. P. Carey Inc., a Maryland corporation (“WPC”), declared a distribution of the outstanding common shares (“common shares”) of beneficial interest of Net Lease Office Properties, a Maryland real estate investment trust (“NLOP”) (the “Distribution”), which will be a publicly-tra

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650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai September 21, 2023 Hong Kong Silicon Valley Houston Singapore London Tel Aviv L

Form of Separation and Distribution Agreement, by and

EX-2.1 2 exhibit21-form10x12b.htm EX-2.1 Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT by and between W. P. CAREY INC. and NET LEASE OFFICE PROPERTIES dated as of , 2023 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Interpretation 9 ARTICLE II THE SEPARATION 10 Section 2.1 Separation Transactions 10 Section 2.2 Transfers of Assets and Assumptions of Liabi

Form of Amended and Restated Bylaws of Net Lease Office Properties

Exhibit 3.4 NET LEASE OFFICE PROPERTIES AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of Net Lease Office Properties (the “Trust”) in the State of Maryland shall be located at such place as the Board of Trustees of the Trust (the “Board of Trustees”) may designate. Section 2. ADDITIONAL OFFICES. The Trust may have additional offices, including a pr

Form of Advisory Agreement by and between

Exhibit 2.4 ADVISORY AGREEMENT dated as of , 2023 between NET LEASE OFFICE PROPERTIES and W. P. CAREY & CO. B.V. TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. APPOINTMENT AND DUTIES OF THE ADVISOR 6 SECTION 3. OTHER ACTIVITIES OF THE ADVISOR 10 SECTION 4. AGENCY 10 SECTION 5. BANK ACCOUNTS 10 SECTION 6. RECORDS 10 SECTION 7. CONFIDENTIALITY 10 SECTION 8. LIMITATION ON ACTIVITIES; INSU

Form of Tax Matters Agreement by and between W. P. Carey Inc. and Net Lease Office Properties*

Exhibit 2.2 TAX MATTERS AGREEMENT BY AND BETWEEN W. P. CAREY INC. AND NET LEASE OFFICE PROPERTIES DATED AS OF , 2023 TABLE OF CONTENTS Page Article 1 Definitions 2 Section 1.1 Definitions 2 Section 1.2 Interpretation and Rules of Construction 6 Article 2 Allocation of Taxes 7 Section 2.1 General Rule 7 Section 2.2 General Allocation Principles 8 Section 2.3 Allocation Conventions 8 Section 2.4 Tra

Declaration of Trust of Net Lease Office Properties**

Exhibit 3.3 NET LEASE OFFICE PROPERTIES ARTICLES OF AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST FIRST: Net Lease Office Properties, a Maryland real estate investment trust (the “Trust”) formed under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the “Maryland REIT Law”), desires to amend and restate its Declaration of Trust as currently in effect and

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

Exhibit 10.5 MEZZANINE LOAN AGREEMENT Dated as of September 20, 2023 Between NLO MEZZANINE BORROWER LLC, as Borrower and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender NLO Office Portfolio TABLE OF CONTENTS Page ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Principles of Construction 32 1.2.1 Action by Senior Borrower 33 ARTICLE II – GENERAL TERM

Form 10 (File No. 001-41812) initially filed with the SEC on September 21, 2023

File No. 333- As filed with the U.S. Securities and Exchange Commission on September 21, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Net Lease Office Properties (Exact name of Registrant as specified in its charter) Maryland 92-0887849 (Stat

Declaration of Trust of Net Lease Office Properties

Exhibit 3.1 DECLARATION OF TRUST OF NET LEASE OFFICE PROPERTIES ARTICLE I FORMATION Net Lease Office Properties (the “Trust”) is a real estate investment trust within the meaning of Title 8. The Trust shall not be deemed to be a general partnership, limited partnership, joint venture, joint stock company or a corporation but nothing herein shall preclude the Trust from being treated for tax purpos

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

Exhibit 10.3 RESTRICTED STOCK UNIT AGREEMENT (TRUSTEES) This Restricted Stock Unit Agreement (this “Agreement”), dated as of , 20 (the “Grant Date”), is made by and between Net Lease Office Properties, a Maryland real estate investment trust (the “Company”), and [] (the “Participant”). WHEREAS, the Participant serves as a non-employee trustee on the Board of Trustees of the Company (a “Trustee”);

Subsidiaries of Net Lease Office Properties*

Exhibit 21.1 NET LEASE OFFICE PROPERTIES SUBSIDIARIES OF REGISTRANT Name of Subsidiary Ownership State or Country of Incorporation NLO OP LLC 100% Delaware NLO Mezzanine Borrower LLC 100% Delaware NLO Pledgor LLC 100% Delaware NLO MB TRS LLC 100% Delaware NLO Holding Company 100% Delaware Drug (AZ) LLC 100% Delaware JPCENTRE (TX) LLC 100% Delaware 601 Jefferson Tower (TX) LLC 100% Delaware

Form of Advisory Agreement by and between

Exhibit 2.3 ADVISORY AGREEMENT dated as of , 2023 between NET LEASE OFFICE PROPERTIES and W. P. CAREY MANAGEMENT LLC TABLE OF CONTENTS Page SECTION 1. DEFINITIONS 1 SECTION 2. APPOINTMENT AND DUTIES OF THE ADVISOR 6 SECTION 3. OTHER ACTIVITIES OF THE ADVISOR 10 SECTION 4. AGENCY 10 SECTION 5. BANK ACCOUNTS 10 SECTION 6. RECORDS 10 SECTION 7. CONFIDENTIALITY 10 SECTION 8. LIMITATION ON ACTIVITIES;

Information Statement of Net Lease Office Properties, preliminary and subject to completion, dated

Exhibit 99.1 , 2023 Dear W. P. Carey Stockholder, We are pleased to inform you that on , 2023, the Board of Directors of W. P. Carey Inc., a Maryland corporation (“WPC”), declared a distribution of the outstanding common shares (“common shares”) of beneficial interest of Net Lease Office Properties, a Maryland real estate investment trust (“NLOP”) (the “Distribution”), which will be a publicly-tra

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

Exhibit 10.1 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , 2023, by and among Net Lease Office Properties, a Maryland real estate investment trust (the “Company” or the “Indemnitor”), and (the “Indemnitee”). WHEREAS, the Indemnitee is an officer and/or a trustee of the Company and in such capacity is performing a valuable service for the Compan

roperties and NLO OP LLC 2023 Incentive Award Plan

Exhibit 10.2 NET LEASE OFFICE PROPERTIES AND NLO OP LLC 2023 INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE The purpose of the Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of Net Lease Office Properties, a Maryland real estate investment trust (the “Company”), and NLO OP LLC, a Delaware limited liability company (the “Pa

Bylaws of Net Lease Office Properties

Exhibit 3.2 BYLAWS OF NET LEASE OFFICE PROPERTIES ARTICLE I OFFICES Section 1. Principal Office The principal office of Net Lease Office Properties (the “Trust”) in the State of Maryland shall be as designated by the Board of Trustees from time to time. The name of the resident agent of the Trust in the State of Maryland is The Corporation Service Company, and the address of such resident agent is

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

Exhibit 10.4 LOAN AGREEMENT Dated as of September 20, 2023 Between THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO, collectively, as Borrower and JPMORGAN CHASE BANK, N.A., as Lender NLO Office Portfolio TABLE OF CONTENTS Page ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Principles of Construction 47 ARTICLE II – GENERAL TERMS 49 Section 2.1 Loan

Confidential Treatment Requested by Net Lease Office Properties Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on August 14, 2023. This draft registration statement has not been publicly fil

File No. 333- Confidential Treatment Requested by Net Lease Office Properties Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on August 14, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission. All information herein remains strictly confidential. As filed with the U.S. Securities

NET LEASE OFFICE PROPERTIES AMENDED AND RESTATED ARTICLE I

Exhibit 3.4 NET LEASE OFFICE PROPERTIES AMENDED AND RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of Net Lease Office Properties (the “Trust”) in the State of Maryland shall be located at such place as the Board of Trustees of the Trust (the “Board of Trustees”) may designate. Section 2. ADDITIONAL OFFICES. The Trust may have additional offices, including a pr

650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dub

650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv Los Angeles Tokyo Ma

PRELIMINARY AND SUBJECT TO COMPLETION, DATED AUGUST 14, 2023 INFORMATION STATEMENT Net Lease Office Properties

Exhibit 99.1 , 2023 Dear W. P. Carey Stockholder, We are pleased to inform you that on , 2023, the Board of Directors of W. P. Carey Inc., a Maryland corporation (“WPC”), declared a distribution of the outstanding common shares (“common shares”) of beneficial interest of Net Lease Office Properties, a Maryland real estate investment trust (“NLO”) (the “Distribution”), which will be a publicly trad

NET LEASE OFFICE PROPERTIES ARTICLES OF AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST

Exhibit 3.3 NET LEASE OFFICE PROPERTIES ARTICLES OF AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST FIRST: Net Lease Office Properties, a Maryland real estate investment trust (the “Trust”) formed under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the “Maryland REIT Law”), desires to amend and restate its Declaration of Trust as currently in effect and

NET LEASE OFFICE PROPERTIES

Exhibit 99.1 , 2023 Dear W. P. Carey Stockholder, We are pleased to inform you that on , 2023, the Board of Directors of W. P. Carey Inc., a Maryland corporation (“WPC”), declared a distribution of the outstanding common shares (“common shares”) of beneficial interest of Net Lease Office Properties, a Maryland real estate investment trust (“NLO”) (the “Distribution”), which will be a publicly trad

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650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley June 23, 2023 Houston Singapore London Tel Aviv Los An

Confidential Treatment Requested by Net Lease Office Properties Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on June 23, 2023. This draft registration statement has not been publicly filed

File No. 333- Confidential Treatment Requested by Net Lease Office Properties Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on June 23, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission. All information herein remains strictly confidential. As filed with the U.S. Securities an

DECLARATION OF TRUST OF NET LEASE OFFICE PROPERTIES ARTICLE I

Exhibit 3.1 DECLARATION OF TRUST OF NET LEASE OFFICE PROPERTIES ARTICLE I FORMATION Net Lease Office Properties (the “Trust”) is a real estate investment trust within the meaning of Title 8. The Trust shall not be deemed to be a general partnership, limited partnership, joint venture, joint stock company or a corporation but nothing herein shall preclude the Trust from being treated for tax purpos

BYLAWS NET LEASE OFFICE PROPERTIES ARTICLE I

Exhibit 3.2 Execution BYLAWS OF NET LEASE OFFICE PROPERTIES ARTICLE I OFFICES Section 1. Principal Office The principal office of Net Lease Office Properties (the “Trust”) in the State of Maryland shall be as designated by the Board of Trustees from time to time. The name of the resident agent of the Trust in the State of Maryland is The Corporation Service Company, and the address of such residen

NET LEASE OFFICE PROPERTIES

Exhibit 99.1 , 2023 Dear W. P. Carey Stockholder, We are pleased to inform you that on , 2023, the Board of Directors of W. P. Carey Inc., a Maryland corporation (“WPC”), declared a distribution of the outstanding common shares (“common shares”) of beneficial interest of Net Lease Office Properties, a Maryland real estate investment trust (“NLO”) (the “Distribution”), which will be a publicly trad

Confidential Treatment Requested by Net Lease Office Properties Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on November 14, 2022. This draft registration statement has not been publicly f

File No. 333- Confidential Treatment Requested by Net Lease Office Properties Pursuant to 17 C.F.R. Section 200.83 As confidentially submitted to the Securities and Exchange Commission on November 14, 2022. This draft registration statement has not been publicly filed with the Securities and Exchange Commission. All information herein remains strictly confidential. As filed with the U.S. Securitie

Sincerely, /s/ Darren Guttenberg Darren Guttenberg

650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris November 14, 2022 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco CONFIDENTIAL SUBMISSION VIA EDGAR Frankfurt Seoul U.S. Securities and Exchange Commission Hamb