2026-06-25T14:58:48-05:00 2026-02-28 420714325 RSM US LLP 9355 N WICKHAM ROAD SUITE 304 MELBOURNE FL 32940 990 2025-03-01 135582627 NATIONAL RETAIL FEDERATION INC NATI 2027837971 1101 NEW YORK AVENUE NW 1200 WASHINGTON DC 200054348 MATTHEW SHAY PRESIDENT AND CEO 2027837971 2026-06-23 1 KELLI PECK P01423033 3217516200 2026-06-23 2025 2025-03-06 01:10:19Z MATTHEW SHAY 1101 NEW YORK AVENUE NW 1200 WASHINGTON DC 200054348 100389107 0 X WWW.NRF.COM X 1911 NY NRF'S MISSION IS TO ADVANCE AND PROTECT THE INTERESTS OF THE RETAIL INDUSTRY. 32 31 120 500 468145 0 0 0 72350026 90649067 2425852 2284792 442010 481437 75217888 93415296 0 0 0 0 29516222 31693291 0 0 0 46339070 61141634 75855292 92834925 -637404 580371 75734964 78381729 59048648 58116277 16686316 20265452 NRF'S MISSION IS TO ADVANCE AND PROTECT THE INTERESTS OF THE RETAIL INDUSTRY AND TO HELP RETAILERS ACHIEVE EXCELLENCE IN ALL AREAS OF THEIR BUSINESS. 0 0 NRF ADVANCES AND PROTECTS THE INTERESTS OF THE RETAIL INDUSTRY THROUGH ITS LEGISLATIVE AND REGULATORY ADVOCACY. THESE EFFORTS FOCUS ON THE ISSUES THAT DIRECTLY AFFECT THE RETAIL BUSINESS INCLUDING CREDIT AND PAYMENTS POLICY, LABOR BENEFITS AND EMPLOYMENT PRACTICES, TRADE AND TAX POLICY, AMONG OTHERS. NRF HELPS RETAILERS ACHIEVE EXCELLENCE IN ALL AREAS OF THEIR BUSINESS THROUGH ITS ANNUAL CONVENTION, CONFERENCES AND WORKSHOPS. THESE EVENTS BRING RETAILERS TOGETHER WITH INDUSTRY THOUGHT LEADERS AND SUPPLIERS TO EXPLORE RESEARCH ON THE FUTURE OF RETAIL; EXAMINE BENCHMARKING AND BEST PRACTICES OF INDUSTRY PEERS; AND LEARN ABOUT CUTTING EDGE PRODUCTS FROM THE INDUSTRY'S LEADING SOLUTION PROVIDERS. DESIGNED TO MEET THE NEEDS OF A VARIETY OF RETAIL DISCIPLINES INCLUDING STRATEGY AND RETAIL OPERATIONS, TECHNOLOGY, E-COMMERCE, LOSS PREVENTION AND MARKETING THE EVENTS ATTRACT MORE THAN 40,000 INDUSTRY PROFESSIONALS ANNUALLY. NRF HELPS ITS MEMBERS ACHIEVE EXCELLENCE IN THEIR BUSINESS THROUGH INFORMATION DISSEMINATION ON TOPICS THAT RANGE FROM DATA SECURITY, E-COMMERCE, SALES TRENDS, TO FACILITATION OF PEER TO PEER INTERACTION THAT CREATE WORKABLE SOLUTIONS TO BUSINESS CHALLENGES SUCH AS LEVERAGING TECHNOLOGY IN AN UNCERTAIN ECONOMY AND MANAGING GENERATIONAL DIFFERENCES. THE WORK IS CONDUCTED BY OVER 40 INDUSTRY COUNCILS AND TASK FORCES. 0 0 0 1 0 0 0 1 0 1 0 0 1 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 279 0 1 120 1 1 1 0 0 0 1 1 0 1 0 X 32 31 0 0 0 0 1 1 1 1 1 0 0 0 1 1 1 1 1 1 1 0 X ZAHILYS HERNANDEZ-PEREZ 2027837971 1101 NEW YORK AVENUE NW 1200 WASHINGTON DC 200054348 MATTHEW R SHAY PRESIDENT AND CEO 41.50 8.50 X X 5100934 0 1210918 ROBERT EDDY CHAIR 0.50 0.00 X X 0 0 0 MIKE GEORGE IMMEDIATE PAST CHAIR 0.50 0.00 X X 0 0 0 JOHN FURNER FIRST VICE CHAIR & IMMEDIATE PAST CHAIR 0.50 0.00 X X 0 0 0 ANISH MELWANI SECOND VICE CHAIR 0.50 0.00 X X 0 0 0 BETH ABERG DIRECTOR 0.50 0.00 X 0 0 0 MARGUERITE ADZICK DIRECTOR 0.50 0.00 X 0 0 0 CHRISTOPHER BALDWIN DIRECTOR 0.50 0.00 X 0 0 0 HORACIO BARBEITO DIRECTOR 0.50 0.00 X 0 0 0 SHELLEY BRANSTEN DIRECTOR 0.50 0.00 X 0 0 0 BRIAN CORNELL DIRECTOR (THRU 01/26) 0.50 0.00 X 0 0 0 JOSEPH DITTMAR DIRECTOR 0.50 0.00 X 0 0 0 MICHAEL FIDDELKE DIRECTOR (AS OF 01/26) 0.50 0.00 X 0 0 0 HARLEY FINKELSTEIN DIRECTOR 0.50 0.00 X 0 0 0 MICHELLE GASS DIRECTOR 0.50 0.00 X 0 0 0 DOUG HERRINGTON DIRECTOR 0.50 0.00 X 0 0 0 ANTHONY HUCKER DIRECTOR 0.50 0.00 X 0 0 0 IAN KAHN DIRECTOR 0.50 0.00 X 0 0 0 HAL LAWTON DIRECTOR 0.50 0.00 X 0 0 0 CONNOR MARSDEN DIRECTOR (AS OF 01/26) 0.50 0.00 X 0 0 0 BILLY MAY DIRECTOR (AS OF 01/26) 0.50 0.00 X 0 0 0 MARC METRICK DIRECTOR (THRU 01/26) 0.50 0.00 X 0 0 0 SUSAN MORRIS DIRECTOR 0.50 0.00 X 0 0 0 STEVEN PRESTON DIRECTOR 0.50 0.50 X 0 0 0 DAVID RATNER DIRECTOR 0.50 0.00 X 0 0 0 DAVID RAWLINSON II DIRECTOR 0.50 0.00 X 0 0 0 SERGIO ROJAS DIRECTOR 0.50 0.00 X 0 0 0 VIVEK SANKARAN DIRECTOR (THRU 06/25) 0.50 0.00 X 0 0 0 KIMBERLY SMITH DIRECTOR (THRU 01/26) 0.50 0.00 X 0 0 0 TONY SPRING DIRECTOR 0.50 0.00 X 0 0 0 EDWARD W STACK DIRECTOR 0.50 0.00 X 0 0 0 COLLEEN TAYLOR DIRECTOR 0.50 0.00 X 0 0 0 CARRIE THARP DIRECTOR 0.50 0.00 X 0 0 0 STEVEN WILLIAMS DIRECTOR 0.50 0.00 X 0 0 0 TIFFANY ZARFAS WILLIAMS DIRECTOR 0.50 0.00 X 0 0 0 MICHELLE WLAZALO DIRECTOR (AS OF 01/26) 0.50 0.00 X 0 0 0 STEPHANIE MARTZ SECRETARY AND GENERAL COUNSEL 41.50 8.50 X 971571 0 108903 DAVID FRENCH SVP, GOVERNMENT RELATIONS 50.00 0.00 X 1153569 0 114853 WILLIAM THORNE SVP, PUBLIC RELATIONS/ED 50.00 0.00 X 843185 0 104061 SUSAN NEWMAN SVP, CONFERENCES 50.00 0.00 X 667993 0 88792 ARTEMIS SAKELL SENIOR DIRECTOR, EXHIBITS 50.00 0.00 X 639644 0 50413 JILL DVORAK SVP, CONTENT-EDUCATION 50.00 0.00 X 541262 0 87953 9918158 0 1765893 82 0 1 0 MSQ PARTNER NA LLC 71 5TH AVE 8TH FLOOR NEW YORK NY 10003 EVENT MARKETING AND PROMOTION 1299871 TUSK STRATEGIES LLC 251 PARK AVE SOUTH 8TH FLOOR NEW YORK NY 10010 EVENT INNOVATION STRATEGY 841682 LEVY PREMIUM FOOD SERVICE LP 980 N MICHIGAN AVE SUITE 400 CHICAGO IL 60611 EVENT CATERING SERVICES 830506 CCMH TIMES SQUARE LLC 1535 BROADWAY NEW YORK NY 10036 EVENT LODGING SERVICES 550992 PLUS COMMUNICATIONS LLC 3001 WASHINGTON BLVD 7TH FLOOR ARLINGTON VA 22201 PROJECT EXPENSES 523620 46 EVENTS 900099 77476419 77476419 MEMBERSHIP DUES 900099 10122875 10122875 SPECIAL PROJECTS 900099 1904023 1904023 MEMBER PROGRAMS 900099 1145750 1145750 90649067 1231942 1231942 481437 468145 13292 8026661 6967214 6597 1059447 -6597 1052850 1052850 93415296 90649067 468145 2298084 X 7392326 19010598 1403384 587646 3299337 2206675 98774 1513924 74488 13714752 1147729 3786916 2602316 2550678 1022617 28559765 312822 1441229 111881 BUS & REPRESENTATION 1666046 DUES 429991 BAD DEBT EXPENSE 46200 -145169 92834925 3513971 1893963 6298901 6004551 1134382 637450 13966564 6838947 4508452 7127617 35475641 37795768 937939 827785 23865678 24094595 75734964 78381729 14270816 14697534 16744657 14320400 200000 200450 4821198 4083203 23011977 24814690 59048648 58116277 X 16686316 20265452 16686316 20265452 75734964 78381729 X 580371 2126401 -101 872465 X X 0 1 X 1 0 1 0 0 SCHEDULE C, PART III: ADDITIONAL INFORMATION: A LARGE AMOUNT OF NRF'S DIRECT AND GRASSROOTS LOBBYING ACTIVITIES ARE PERFORMED BY NRF'S STAFF OF LOBBYISTS. 0 1 X 5457769 3538714 1919055 933809 180153 753656 7574986 3120080 4454906 7127617 DEFERRED COMPENSATION 4811975 PENSION ASSET 4755631 ROU ASSET 14326989 ESCROW 200000 24094595 DEFERRED COMPENSATION 4553482 LEASES PAYABLE 10013 ROU LIABILITY 19800385 DUE TO AFFILIATE 450810 24814690 PART IV, LINE 2B: DURING THE YEAR ENDED FEBRUARY 29, 2024, THE ORGANIZATION COMPLETED THE BOARD APPROVED ACQUISITION OF THE REVERSE LOGISTICS ASSOCIATION (RLA). TERMS OF THE AGREEMENT INCLUDED A PROVISION WHEREBY $200,000 OF THE PURCHASE PRICE WOULD BE HELD BY NRF AS INDEMNITY ESCROW. THE FUNDS IN ESCROW, ADJUSTED FOR ANY LIABILITIES OR CLAIMS THAT ARISE RELATING TO RLA AFTER THE ACQUISITION, SHALL BE DISTRIBUTED 24 MONTHS FROM CLOSING DATE OF THE ACQUISITION IN FY 2026. EUROPE (INCLUDING ICELAND & GREENLAND) 0 0 PROGRAM SERVICES MEETINGS AND CONFERENCES 212177 EAST ASIA AND THE PACIFIC 0 0 PROGRAM SERVICES MEETINGS AND CONFERENCES 78043 NORTH AMERICA 0 0 PROGRAM SERVICES MEETINGS AND CONFERENCES 5029 0 0 0 0 0 0 295249 0 295249 0 0 0 0 0 0 X X X 1 1 X X X X X X 0 1 0 MATTHEW R SHAY PRESIDENT AND CEO 2633333 0 1912500 0 555101 0 1026585 0 184333 0 6311852 0 0 0 DAVID FRENCH SVP, GOVERNMENT RELATIONS 755040 0 327000 0 71529 0 62000 0 52853 0 1268422 0 0 0 STEPHANIE MARTZ SECRETARY AND GENERAL COUNSEL 670040 0 256000 0 45531 0 62000 0 46903 0 1080474 0 0 0 WILLIAM THORNE SVP, PUBLIC RELATIONS/ED 600873 0 202000 0 40312 0 62000 0 42061 0 947246 0 0 0 SUSAN NEWMAN SVP, CONFERENCES 437473 0 200000 0 30520 0 62000 0 26792 0 756785 0 0 0 ARTEMIS SAKELL SENIOR DIRECTOR, EXHIBITS 170180 0 468636 0 828 0 38500 0 11913 0 690057 0 0 0 JILL DVORAK SVP, CONTENT-EDUCATION 418373 0 120000 0 2889 0 58667 0 29286 0 629215 0 0 0 PART I, LINE 1A BUSINESS CLASS TRAVEL IS PROVIDED TO NRF EMPLOYEES ON AN EXCEPTION BASIS FOR OVERSEAS TRAVEL. IT IS NOT INCLUDED AS COMPENSATION ON A W-2 AS WE CONSIDER IT PART OF DOING BUSINESS. THE CEO CONTRACT REQUIRES SPOUSAL PARTICIPATION IN A LIMITED NUMBER OF EVENTS THROUGHOUT THE YEAR. THIS IS A BUSINESS REQUIREMENT AND AS SUCH IS NOT REPORTED ON A W-2. NRF PAYS MONTHLY CLUB DUES FOR ONE HCE FOR BUSINESS PURPOSES. ANY NON-BUSINESS USE IS REPORTED AS COMPENSATION ON THE HCE'S W-2. PART I, LINE 4B THE CEO PARTICIPATES IN A SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN AS DESCRIBED IN SECTION 457F OF THE IRC. PAYMENTS TO THE 457F PLAN CONSIST OF EMPLOYER CONTRIBUTIONS. THERE WAS A 457F CONTRIBUTION OF $1,000,000 IN THE CURRENT YEAR. FORM 990, PART VI, SECTION A, LINE 6 NRF IS A MEMBERSHIP BASED TRADE ASSOCIATION. FORM 990, PART VI, SECTION A, LINE 7A NRF'S GOVERNING BODY IS ELECTED BY ITS MEMBERSHIP. FORM 990, PART VI, SECTION A, LINE 7B NRF'S GOVERNING BODY NOMINATES ITS OFFICERS, WHICH ARE THEN SUBJECT TO THE APPROVAL OF THE MEMBERSHIP. FORM 990, PART VI, SECTION B, LINE 11B NRF'S FINANCE COMMITTEE IS A STANDING COMMITTEE OF THE BOARD OF DIRECTORS AND IS RESPONSIBLE FOR THE FINANCIAL AND ACCOUNTING MATTERS OF THE FEDERATION. AS SUCH, THE FINANCE COMMITTEE HAS PRIMARY BOARD RESPONSIBILITY FOR THE REVIEW OF THE NRF'S OPERATING BUDGET AND AUDITED FINANCIAL STATEMENTS IN ITS BOARD AUTHORIZED ROLE. THE FINANCE COMMITTEE ALSO REVIEWS THE FORM 990 WITH NRF'S MANAGEMENT. A COMPLETE COPY OF THE 2025 FORM 990 WAS SHARED WITH THE FINANCE COMMITTEE PRIOR TO ITS FILING. THE FINAL RETURN WAS SIGNED BY NRF'S TAX ADVISOR, RSM US LLP AND NRF'S CFO AND WAS FILED ON A TIMELY BASIS. FORM 990, PART VI, SECTION B, LINE 12C NRF PERIODICALLY REVIEWS ITS BUSINESS ETHICS & EMPLOYEE CONDUCT POLICY WITH STAFF. MEMBER MEETINGS, COMMITTEE MEETINGS AND ALL BOARD MEETINGS ARE OPENED WITH EITHER A WRITTEN DISTRIBUTION OF THE NRF ANTITRUST GUIDELINES OR A GENERAL REFERENCE TO THE FACT THAT NRF DOES HAVE SUCH GUIDELINES AND THOSE ATTENDING ARE REQUESTED TO ADHERE TO THEM. NRF'S GOVERNING BODY ALSO ATTESTS ANNUALLY TO ITS CONFLICT OF INTEREST POLICY. IN THE EVENT A CONFLICT IS DETERMINED, THE BOARD MEMBER WITH THE CONFLICT IS ASKED TO RECUSE HIM OR HERSELF FROM VOTING ON THE MATTER UNDER DISCUSSION. FORM 990, PART VI, SECTION B, LINE 15 NRF'S COMPENSATION COMMITTEE, WHICH IS COMPRISED OF MEMBERS OF THE GOVERNING BODY, ESTABLISHES THE COMPENSATION FOR THE CEO. IN SETTING THE COMPENSATION THE GROUP CONSIDERS PERFORMANCE TO GOALS AS WELL AS COMPARABILITY DATA. THERE IS CONTEMPORANEOUS SUBSTANTIATION OF THE COMMITTEE'S DELIBERATIONS. PART VI, SECTION B, LINE 15B: NRF'S PRESIDENT AND CEO ESTABLISHES THE COMPENSATION OF THE OTHER OFFICERS OF THE ORGANIZATION. IN SETTING THE COMPENSATION, THE PRESIDENT AND CEO CONSIDERS PERFORMANCE TO GOALS AS WELL AS COMPARABILITY DATA. THESE DECISIONS ARE REVIEWED WITH THE COMPENSATION COMMITTEE ANNUALLY AND THERE IS CONTEMPORANEOUS SUBSTANTIATION OF THE COMPENSATION DECISIONS. FORM 990, PART VI, SECTION C, LINE 19 NRF'S FINANCIAL INFORMATION IS MADE AVAILABLE THROUGH THE PUBLIC DISCLOSURE OF ITS FORM 990. NRF'S ARTICLES OF INCORPORATION ARE ON FILE WITH THE STATE OF NEW YORK AND ADDITIONAL GOVERNANCE INFORMATION IS CONTAINED IN THE FORM 990. NRF'S CONFLICT OF INTEREST POLICIES ARE AVAILABLE UPON REQUEST. FORM 990, PART IX, LINE 11G OTHER PROFESSIONAL FEES 13,714,752. FORM 990, PART XI, LINE 9: OCI-PENSION 872,465. FORM 990, PART XII, LINE 2C: THE AUDIT OVERSIGHT PROCESS HAS REMAINED UNCHANGED FROM PRIOR YEARS. NRF FOUNDATION 1101 NEW YORK AVE NW SUITE 1200 WASHINGTON DC 20005 521224690 SUPPORT AND PROMOTE RETAIL EDUCATION, RESEARCH, AND CAREERS DC 501(C)(3) LINE 10 NATIONAL RETAIL FEDERATION 1 NRF POLITICAL ACTION COMMITTEE 1101 NEW YORK AVE NW SUITE 1200 WASHINGTON DC 20005 SEPARATE SEGREGATED FUND DC 527 NATIONAL RETAIL FEDERATION 1 0 0 0 0 0 0 0 0 0 0 0 0 0 1 1 0 1 1 0 NRF FOUNDATION Q 5003974 COST NRF FOUNDATION R 815173 COST