What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-30 compared with 2020-03-27 · 396 added, 418 removed, 253 unchanged (76% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company’s Class

A common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “PSTL”

since May 15, 2019.

Prior to that time, there was no public market for our common stock.

As of March 25, 2020, there were 3 stockholders of record.

This figure does not represent the actual number of beneficial owners of our Class A common stock because shares of our Class A

common stock are frequently held in “street name”

by securities dealers and others for the benefit of beneficial owners

who may vote the shares.

On March 25, 2020, the closing sale price of

our Class A common stock on the NYSE was $13.26.

On March 25, 2020, there

were 5,392,906 shares of Class A common stock issued and outstanding.

In addition, as of March

25, 2020, there were 27,206 shares of Voting Equivalency stock issued and outstanding and 2,640,795 OP Units and 186,942 of LTIP

Units held by limited partners other than the Company outstanding.

All shares of Voting Equivalency stock issued and outstanding

are held by Mr.

Our Class A common

stock trades on the NYSE under the symbol “PSTL”.

As of March 30, 2021, there were 13,326,514 shares of Class A common

stock issued and outstanding and three stockholders of record.

This number of stockholders of record does not represent the actual

number of beneficial owners of our Class A common stock because shares of our Class A common stock are frequently held in “street

by securities dealers and others for the benefit of beneficial owners who may vote the shares.

In addition, as of

March 30, 2021, there were 27,206 shares of Voting Equivalency stock issued and outstanding and 2,987,063 OP Units and LTIP units

held by limited partners other than the Company outstanding.

All shares of Voting Equivalency stock issued and outstanding are

Spodek and his affiliates.

No public trading market exists for such shares.

will elect to be treated as a REIT for U.S.

federal income tax purposes in connection with the filing of our first U.S.

We intend to operate so as to qualify and maintain our qualification as a REIT for federal income tax purposes.

qualify as a REIT, the Company must meet a number of organizational and operational requirements, including requirements to distribute

at least 90% of our REIT taxable income determined without regard to the deduction for dividends paid and excluding net capital

As long as we qualify as a REIT, we generally will not be subject to federal income tax if we distribute 100% of our taxable

of Proceeds from Sales of Registered Securities

May 17, 2019, we closed our IPO in which we sold, pursuant to our registration statement on Form S-11, as amended (File No.

4,500,000 shares of our Class A common stock to the public at a public offering price of $17.00 per share.

We have used all of

the net proceeds from our IPO in accordance with the planned use of proceeds as described in the final prospectus filed with the

SEC on May 16, 2019.

We intend to continue

to declare quarterly dividends on our Class A common stock.

The actual amount and timing of dividends, however, will be at the

discretion of our Board of Directors and will depend upon our financial condition in addition to the requirements of the Code,

and no assurance can be given as to the amounts or timing of future distributions.

Authorized for Issuance Under Equity Compensation Plans

information required by Item 5 is incorporated by reference to our Definitive Proxy Statement for our 2021 annual stockholders’

SELECTED FINANCIAL DATA

following table sets forth selected financial data which should be read in conjunction with the Consolidated and Combined Consolidated

Financial Statements and the related Notes and Management’s Discussion and Analysis of Financial Condition and Results of

Operations and the audited historical consolidated and combined financial statements and the related notes thereto included elsewhere

in this Annual Report on Form 10-K.

The following table sets forth summary financial and operating

data on a consolidated and combined consolidated basis for our Company and Predecessor.

We had no business

operations, other than the issuance of 1,000 shares of common stock in connection with the initial capitalization of our Company,

which were repurchased in connection with our initial public offering, prior to completion of our IPO and the Formation Transactions

which closed on May 17, 2019.

As a result, the summary historical combined consolidated financial and operating data as of and

for the years ended December 31, 2018 and 2017 have been derived from the audited historical financial statements of our

Predecessor prior to our IPO.

Predecessor is not a legal entity, but rather a combination of certain entities holding interests in real estate that were commonly

controlled prior to the Formation Transactions.

The historical financial data of our Predecessor is not necessarily indicative

of our results of operations, cash flows or financial position following the completion of the IPO.

For the Year Ended December 31,

Operations Data:

Consolidated and Combined

Consolidated Statements of

Predecessor Historical Combined

Historical Combined

Rental income

Tenant reimbursements

Fee and other revenues

Total revenues

Operating expenses

Real estate taxes

Property operating expenses

General and administrative

Depreciation and amortization

Total operating expenses

Income from operations

Total interest expense, net

(Loss) income before income tax (expense) benefit

Income tax (expense) benefit

Net income (loss)

Net income attributable to non-controlling interest in properties

Net income attributable to Predecessor

Net loss attributable to Operating Partnerships unitholders’

non-controlling interests

Net income (loss) attributable to common stockholders

$ (1,497,213 )

Net Loss - Basic and Diluted earnings per share

Weighted average shares outstanding - Basic and Diluted

Dividends declared per common share

Balance Sheet Data

Total real estate properties, net

$ 111,770,083

Secured borrowings, net

Revolving credit facility

Loans payable –

related party

Total Liabilities

Total Equity (Deficit)

(10,010,639 )

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis is based on, and should be read in conjunction with, the Consolidated and Combined Consolidated

Financial Statements and the related notes thereto of the Company and the Company’s accounting Predecessor as of and for

the years ended December 31, 2019 and December 31, 2018.

Financial Statements and the related notes thereto of the Company as of and for the year ended December 31, 2020 and as of

December 31, 2019 and of the Company and the Company’s accounting Predecessor for the year ended December 31, 2019.

used in this section, unless the context otherwise requires, references to “we,”

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general partner and which we refer to in this section as our Operating Partnership.

to the closing of our IPO on May 17, 2019, Andrew Spodek, our chief executive officer and a member of our board of directors (the

“Board”), directly or indirectly controlled 190 properties owned by the Predecessor that were contributed as part

of the Formation Transactions (as defined below).

Of these 190 properties, 140 were held indirectly by our Predecessor through

a series of holding companies, which we refer to collectively as “UPH.”

The remaining 50 properties were owned by

Spodek through 12 limited liability companies and one limited partnership, which we refer to collectively as the “Spodek

References to our Predecessor consist of UPH, the Spodek LLCs and Nationwide Postal Management, Inc., a property

management company whose management business we acquired in the Formation Transactions (as defined below), collectively.

to the closing of our IPO on May 17, 2019, Andrew Spodek, our chief executive officer and a member of our Board of Directors,

directly or indirectly controlled 190 properties owned by the Predecessor that were contributed as part of the Formation Transactions.

Of these 190 properties, 140 were held indirectly by our Predecessor through a series of holding companies, which we refer to

collectively as “UPH.”

The remaining 50 properties were owned by Mr.

Spodek through 12 limited liability companies

and one limited partnership, which we refer to collectively as the “Spodek LLCs.”

References to our Predecessor consist

of UPH, the Spodek LLCs and Nationwide Postal Management, Inc., a property management company whose management business we acquired

in the Formation Transactions, collectively.

management’s discussion and analysis of financial condition and results of operations contains forward-looking statements

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and included in other portions of this report.

We were formed as a

Maryland corporation on November 19, 2018 and commenced operations upon completion of our IPO on May 17, 2019 and the related formation

transactions (the “Formation Transactions”).

We conduct our business through a traditional UPREIT structure in which

our properties are owned by our Operating Partnership directly or through limited partnerships, limited liability companies or

other subsidiaries.

At the completion of our IPO and the Formation Transactions, we owned a portfolio of 271 postal properties

located in 41 states comprising approximately of 872,000 net leasable interior square feet, all of which were leased to the USPS.

From May 17, 2019 to December 31, 2019, we acquired 195 postal properties leased to the USPS for approximately $57.5 million.

of December 31, 2019, our portfolio consisted of 466 owned postal properties, located in 44 states and comprising approximately

1.4 million net leasable interior square feet.

were formed as a Maryland corporation on November 19, 2018 and commenced operations upon completion of our IPO and the related

Formation Transactions.

We conduct our business through a traditional UPREIT structure in which our properties are owned by our

Operating Partnership directly or through limited partnerships, limited liability companies or other subsidiaries.

At the completion

of our IPO and the Formation Transactions, we owned a portfolio of 271 postal properties located in 41 states comprising approximately

of 872,000 net leasable interior square feet, all of which were leased to the USPS.

For the year ended December 31, 2020, we acquired

261 postal properties leased primarily to the USPS for approximately $130 million, excluding closing costs.

As of December 31,

2020, our portfolio consists of 726 owned postal properties, located in 47 states and comprising approximately 2.7 million net

leasable interior square feet.

following charts show certain statistics of our portfolio as of December 31, 2020:

We are the sole general partner of our Operating Partnership

through which our postal properties are directly or indirectly owned.

As of March 25, 2020, we owned approximately 66.0% of the

outstanding common units of limited partnership interest in the Operating Partnership (each , an “OP Unit,”

and collectively,

the “OP Units”) including long term incentive units of the Operating Partnership (each, an “LTIP Unit”

and collectively, the “LTIP Units).

Our Board oversees our business and affairs.

Public Offering

On May 17, 2019, we

completed our IPO, pursuant to which we sold 4,500,000 shares of our Class A common stock, par value $0.01 per share (our “Class

A common stock”), at a public offering price of $17.00 per share.

We raised $76.5 million in gross proceeds, resulting in

net proceeds to us of approximately $71.1 million after deducting approximately $5.4 million in underwriting discounts and before

giving effect to $6.4 million in other expenses relating to our IPO.

Our Class A common stock began trading on the New York Stock

Exchange (the “NYSE”) under the symbol “PSTL”

on May 15, 2019.

In connection with our IPO and the Formation

Transactions, we also issued 1,333,112 OP Units, 637,058 shares of Class A common stock and 27,206 shares of Class B common stock,

par value $0.01 per share (our “Class B common stock”

or “Voting Equivalency stock”), to Mr.

his affiliates in exchange for the Predecessor properties and interests.

are an internally managed REIT with a focus on acquiring and managing properties leased to the USPS.

We believe the overall opportunity

for consolidation that exists in the sector is very attractive.

We continue to execute our strategy to acquire and consolidate

postal properties that will generate strong earnings for our shareholders.

Portfolio by %

of Aggregate Interior Square Feet

Portfolio by % of Aggregate Gross Rent

are the sole general partner of our Operating Partnership through which our postal properties are directly or indirectly owned.

As of March 30, 2021, we own approximately 81.8% of our outstanding OP Units, including LTIP Units.

Our Board of Directors oversees

our business and affairs.

on Offering and ATM Program

July 15, 2020, we priced a public offering of 3.5 million shares of our Class A common stock, or the July Follow-on Offering,

at $13.00 per share.

On July 17, 2020, the underwriters purchased an additional 521,840 shares pursuant to a 30-day option to

purchase up to an additional 525,000 shares at $13.00 per share, or the July Additional Shares.

The July Follow-on Offering,

including the July Additional Shares, closed on July 20, 2020 resulting in $52.2 million in gross proceeds, and

approximately $49.4 million in net proceeds after deducting approximately $2.9 million in underwriting discounts and before

giving effect to $0.9 million in other estimated expenses relating to the July Follow-on Offering.

December 14, 2020, we entered into separate open market sale with each of Jefferies LLC, Stifel, Nicolaus & Company, Incorporated,

BMO Capital Markets Corp., Janney Montgomery Scott LLC and D.A.

Davidson & Co., pursuant to which we may offer and sell, from

time to time, shares our Class A common stock having an aggregate sales price of up to $50,000,000.

As of December 31, 2020, we

had $50.0 million of availability remaining under the ATM Program.

to the open market sale agreements, shares of our Class A common stock may be offered and sold through the sales agents in transactions

that are deemed to be “at the market”

offerings as defined in Rule 415 under the Securities Act of 1933, including

sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms

of a written notice from us, in privately negotiated transactions.

are an internally managed REIT with a focus on acquiring and managing properties primarily leased to the USPS.

We believe the

overall opportunity for consolidation that exists within the postal logistics network is very attractive.

We continue to execute

our strategy to acquire and consolidate postal properties that will generate strong earnings for our shareholders.

Concentration

As of December 31, 2020, we owned a portfolio of 726 postal

properties located in 47 states leased primarily to the USPS.

For the year ended December 31, 2020, 10.0% of our total of rental

income was concentrated in Pennsylvania.

Such geographical concentration could expose the Company to certain downturns in the economies

of those states or other changes in such states’

respective real estate market conditions.

Any material changes in the current

payments programs or regulatory, economic, environmental or competitive conditions in any of these areas could have an effect on

our overall business results.

In the event of negative economic or other changes in any of these markets, our business, financial

condition and results of operations, our ability to make distributions to our shareholders and the trading price of our common

shares may be adversely affected.

Growth Company

are an “emerging growth company,”

as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”)

and we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public

as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act and

we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public

companies that are not “emerging growth companies,”

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even after we are no longer an “emerging growth company.”

We will elect to be

treated as a REIT under the Code beginning with our short taxable year ending December 31, 2019.

As long as we qualify as a REIT,

we generally will not be subject to federal income tax to the extent that we distribute our taxable income for each tax year to

our stockholders.

elected to be treated as a REIT under the Code beginning with our short taxable year ending December 31, 2019.

As long as we qualify

as a REIT, we generally will not be subject to federal income tax to the extent that we distribute our taxable income for each

tax year to our stockholders.

That May Influence Future Results of Operations

are substantially dependent on the USPS’s financial and operational stability.

The USPS is currently facing a variety of

circumstances that are threatening its ability to fund its operations and other obligations as currently conducted without intervention

by the federal government.

USPS is constrained by laws and regulations that restrict revenue sources, mandate certain expenses and cap its borrowing capacity.

As a result, the USPS is unable to fund its mandated expenses and continues to be subject to mandated payments to its retirement

system and health benefits for current workers and retirees.

The USPS has taken the position that productivity improvements and

cost reduction measures alone without legislative and regulatory intervention will not be sufficient to maintain the ability to

meet all of its existing obligations when due.

We derive revenues primarily

from rent and tenant reimbursements under leases with the USPS for our properties, and fee and other income under the management

agreements with respect to the postal properties owned by Mr.

Spodek, his family members and their partners managed by PRM, our

Rental income represents the lease revenue recognized under leases with the USPS.

Tenant reimbursements represent payments

made by the USPS under the leases to reimburse us for the majority of real estate taxes paid at each property.

Fee and other income

principally represent revenue PRM receives from postal properties owned by Mr.

Spodek, his family members and their partners pursuant

to the management agreements and typically is a percentage of the lease revenue for the managed property.

As of December 31, 2019,

all properties leased to the USPS had an average remaining lease term of 2.92 years.

Factors that could affect our rental income,

tenant reimbursement and fee and other income in the future include, but are not limited to:

(i) our ability to renew or replace

expiring leases and management agreements;

are dependent on the USPS’s financial and operational stability.

The USPS is currently facing a variety of circumstances

that are threatening its ability to fund its operations and other obligations as currently conducted without intervention by the

federal government.

The USPS is constrained by laws and regulations that restrict

revenue sources, mandate certain expenses and cap its borrowing capacity.

As a result, the USPS is unable to fund its mandated

expenses and continues to be subject to mandated payments to its retirement system and health benefits for current workers and

The USPS has taken the position that productivity improvements and cost reduction measures alone without legislative

and regulatory intervention will not be sufficient to maintain the ability to meet all of its existing obligations when due.

although the Coronavirus Aid, Relief, and Economic Security (CARES) Act, as amended by Public Law 116-260, the Consolidated Appropriations

Act, 2021, includes a $10.0 billion loan to the USPS, there can be no assurances that this financing will be sufficient to sustain

USPS operations in light of current shortfalls resulting from reduced mail volumes.

ongoing COVID-19 pandemic and measures being taken to prevent its spread has resulted in a reduction in foot traffic in many public

places, including postal properties.

A continued reduction in the use of in-person services may reduce the demand for postal properties

by the USPS and our results of operations could decline as a result.

The ongoing COVID-19 pandemic has also caused a decline in

mail volume, particularly in advertising conducted through the mail, which may adversely affect the USPS’s financial condition,

and therefore the demand for postal properties.

Continued reduction or permanent changes to mail volume could reduce demand for

postal properties and materially adversely affect our result of operations.

as a result of the proposed and executed operational, managerial and strategic changes within the USPS and the ongoing COVID-19

pandemic, which significantly increased the number of absentee ballots utilized for the 2020 presidential election, the USPS is

the focal point of recent litigation.

As of the date of this report, several lawsuits have been filed against Mr.

DeJoy, the USPS

and former President Donald Trump pertaining to operational changes at the USPS, mail delays and mail-in voting for the 2020 presidential

If, as a result of any backlogs, political rhetoric or litigation, the USPS suffers reputational or financial harm or

an increase in regulatory scrutiny, the demand for USPS services may decline, which may lead to reduced demand for USPS properties.

The results of these changes or any future changes could lead to additional delays or financing shortfalls for the USPS.

We derive revenues primarily from rent and tenant reimbursements

under leases with the USPS for our properties, and fee and other income under the management agreements with respect to the postal

properties owned by Mr.

Spodek, his family members and their partners managed by PRM, our TRS.

Rental income represents the lease

revenue recognized under leases with the USPS which includes the impact of above and below market lease intangibles.

Tenant reimbursements

primarily represents payments made by the USPS under the leases to reimburse us for the majority of real estate taxes paid at each

Fee and other income principally represent revenue PRM receives from postal properties owned by Mr.

Spodek, his family

members and their partners pursuant to the management agreements and is a percentage of the lease revenue for the managed property.

As of December 31, 2020, all properties leased to the USPS had an average remaining lease term of 3.7 years.

Factors that could

affect our rental income, tenant reimbursement and fee and other income in the future include, but are not limited to:

ability to renew or replace expiring leases and management agreements;

(ii) local, regional or national economic conditions;

(iii) an oversupply of, or a reduction

in demand for, post office space;

an oversupply of, or a reduction in demand for, postal space;

(iv) changes in market rental rates;

(v) changes to the USPS’s current property leasing

program or form of lease;

and (vi) our ability to provide adequate services and maintenance at our properties and managed properties.

(v) changes to the USPS’s

current property leasing program or form of lease;

and (vi) our ability to provide adequate services and maintenance at our properties

and managed properties.

lease our properties to the USPS.

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influence our operating results.

Refer to “Lease Renewal”

for further discussion.

expenses generally consist of real estate taxes, property operating expenses, which consist of insurance, repairs and maintenance

16 unchanged sentences

and Administrative

and administrative expenses include employee compensation costs (including equity-based compensation), professional fees, legal

fees, insurance, consulting fees, portfolio servicing costs and other expenses related to corporate governance, filing reports

with the United States Securities and Exchange Commission (the “SEC”) and the NYSE, and other compliance matters.

and administrative expense represents personnel costs, professional fees, legal fees, insurance, consulting fees, portfolio servicing

costs and other expenses related to corporate governance, filing reports with the SEC and the NYSE, and other compliance matters.

Our Predecessor was privately owned and historically did not incur costs that we incur as a public company.

2 unchanged sentences

as a percentage of our revenues will decrease over time due to efficiencies and economies of scale.

Compensation Expense

equity-based compensation expense is recognized in our consolidated statements of operations as components of general

and administrative expense and property operating expenses.

We issue share-based awards to align our employees’

with those of our investors.

and Amortization

1 unchanged sentence

and Interest Expense

Interest expense for

our Predecessor related primarily to three mortgage loans payable and related party interest-only promissory notes, See Note 6.

Debt and Note 7.

Loans Payable —

Related Party to the Notes of the Consolidated and Combined Consolidated Financial Statements.

As a result of the Formation Transactions, we assumed certain indebtedness of the Predecessor, a portion of which was repaid without

penalty using a portion of the net proceeds from our IPO.

On September 27, 2019, we entered into a credit agreement (the “Credit

Agreement”) with People’s United Bank, National Association, individually and as administrative agent, BMO Capital

Markets Corp., as syndication agent, and certain other lenders.

The Credit Agreement provides for a senior revolving credit facility

(the “Credit Facility”) with revolving commitments in an aggregate principal amount of $100.0 million and, subject

to customary conditions, the option to increase the aggregate lending commitments under the agreement by up to $100.0 million

(the “Accordion Feature”).

On January 30, 2020, we exercised a portion of the Accordion Feature to increase

the maximum amount available under the Credit Facility to $150.0 million.

We intend to use the Credit Facility for working capital

purposes, which may include repayment of indebtedness, property acquisitions and other general corporate purposes.

with the method adopted by our Predecessor, we amortize on a non-cash basis the deferred financing costs associated with its debt

to interest expense using the straight-line method, which approximates the effective interest rate method over the terms of the

related loans.

Any changes to the debt structure, including debt financing associated with property acquisitions, could materially

influence the operating results depending on the terms of any such indebtedness.

Interest expense for our Predecessor related primarily to three

mortgage loans payable and related party interest-only promissory notes, See Note 5—Debt of the accompanying financial statements

for further details.

As a result of the Formation Transactions, we assumed certain indebtedness of the Predecessor, a portion of

which was repaid without penalty using a portion of the net proceeds from our IPO.

On September 27, 2019, we entered into a credit

agreement, as amended the Credit Agreement with People’s United Bank, National Association, individually and as administrative

agent, BMO Capital Markets Corp., as syndication agent, and certain other lenders.

The Credit Agreement provides for a senior revolving

credit facility with revolving commitments in an aggregate principal amount of $100.0 million and, subject to customary conditions,

the option to increase the aggregate lending commitments under the agreement by up to $100.0 million, or the Accordion Feature.

On January 30, 2020, we amended the Credit Agreement in order to exercise a portion of the Accordion Feature to increase

the maximum amount available under the Credit Facility to $150.0 million, subject to the borrowing base properties identified therein

remaining unencumbered and subject to an executed lease.

On June 25, 2020, the Company further amended the Credit Agreement to

revise, among other items, certain definitions and borrowing base calculations to increase available capacity, as well as the restrictive

covenant pertaining to Consolidated Tangible Net Worth (as defined in such amendment).

On November 24, 2020, we amended the Credit

Agreement to revise, among other items, certain definitions and borrowing base calculations to allow Leases other than the USPS

at a Real Property subject to certain limitations (as defined in such amendment).

As of December 31, 2020, the leases at 15 of our properties

were expired and the USPS was occupying such properties as a holdover tenant, thereby excluding such properties from being part

of the borrowing base under our Credit Facility.

Subsequent to December 31, 2020, we executed all leases for these 15 properties.

We intend to use the Credit Facility for working capital purposes, which may include repayment of mortgage indebtedness, property

acquisitions and other general corporate purposes.

Consistent with the method adopted by our Predecessor, we amortize on a non-cash

basis the deferred financing costs associated with its debt to interest expense using the straight-line method, which approximates

the effective interest rate method over the terms of the related loans.

Any changes to the debt structure, including debt financing

associated with property acquisitions, could materially influence the operating results depending on the terms of any such indebtedness.

Tax Benefit (Expense)

6 unchanged sentences

as a REIT for the four taxable years following the year during which we ceased to qualify as a REIT.

Even if we qualify as a REIT

for federal income tax purposes, we may still be subject to state and local taxes on our income and assets and to federal income

and excise taxes on our undistributed income.

Even though we qualify as

a REIT for federal income tax purposes, we may still be subject to state and local taxes on our income and assets and to federal

income and excise taxes on our undistributed income.

Additionally, any income earned by PRM and any other TRS we form in the future,

will be subject to federal, state and local corporate income tax.

Lease Renewal

As of December 31,

2019, 20 of our leases were either in holdover status or expired on December 31, 2019.

As of December 31, 2020, the leases at 15 of our properties

were expired and the USPS was occupying such properties as a holdover tenant.

See “Item 2.

Properties—

Expiration Schedule”.

As of March 25, 2020, 32 leases were in holdover status representing $1.1 million of annual rental

revenue for the year ended December 31, 2019.

We might not be successful in renewing the leases that are in holdover status or

that are expiring in 2020, or obtaining positive rent renewal spreads, or even renewing the leases on terms comparable to those

of the expiring leases.

If we are not successful, we will likely experience reduced occupancy, traffic, rental revenue and net

operating income, which could have a material adverse effect on our financial condition, results of operations and ability to make

distributions to shareholders.

Lease Expiration

Schedule”.

As of March 30, 2021, 11 leases were in holdover status representing $0.2 million of annual rental revenue.

might not be successful in renewing the leases that are in holdover status or that are expiring in 2021, or obtaining positive

rent renewal spreads, or even renewing the leases on terms comparable to those of the expiring leases.

If we are not successful,

we will likely experience reduced occupancy, traffic, rental revenue and net operating income, which could have a material adverse

effect on our financial condition, results of operations and ability to make distributions to shareholders.

of Operations

of the year ended December 31, 2020 and December 31, 2019

results of operations for the year ended December 31, 2019 include our consolidated results for the period from May 17, 2019

through December 31, 2019 and combined consolidated results of our Predecessor for the period from January 1, 2019 through

May 16, 2019.

The year ended December 31, 2018 reflects the results of our Predecessor and accordingly may not be directly comparable

We incurred a net loss of $2.0 million since our IPO on May 17, 2019, which includes a loss on early extinguishment

of our Predecessor’s debt of $0.2 million and equity-based compensation of approximately $1.0 million.

In the discussion

below, we have highlighted the impact of our IPO and the Formation Transactions, where applicable.

For the Years Ended

Our results of operations

for the year ended December 31, 2020 include our consolidated results for the year ended December 31, 2020.

Our results of

operations for the year ended December 31, 2019 include our consolidated results for the period from our IPO on May 17, 2019 through

December 31, 2019 and combined consolidated results of our Predecessor for the period from January 1, 2019 through May

We incurred a net loss of $0.6 million in 2020 and a loss of $2.0 million since the completion of our IPO on May

17, 2019 through December 31, 2019, which includes the loss on early extinguishment of our Predecessor’s debt of $0.2 million

and equity-based compensation of approximately $1.0 million.

See Note 3—Real Estate Acquisitions of the accompanying financial

statements for information regarding our real estate acquisition activity during the years ended December 31, 2020 and 2019.

For the Year Ended December 31,

Rental income

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Total interest expense, net

(Loss) income before income tax (expense) benefit

Income tax (expense) benefit

Net (loss) income

$ (1,492,431 )

Loss before income tax expense

Income tax expense

$ (1,492,431 )

revenues increased by $3.6 million for the year ended December 31, 2019 compared to the year ended December 31, 2018.

in revenue is attributable to the 81 properties that were acquired in connection with the Formation Transactions, as well as the

195 properties that were acquired since our IPO.

Total revenues increased

by $13.4 million for the year ended December 31, 2020 compared to the year ended December 31, 2019.

The increase in revenue is

attributable to the properties that we acquired in connection with the Formation Transactions being part of our portfolio for all

of 2020 and the effects of the properties that we acquired since the completion of our IPO.

Rental income

Rental income increased by $3.2 million year over year and is made up of $2.1 million related to the properties purchased

by our Predecessor and the properties acquired as part of the Formation Transactions as well as $1.1 million for the 195 properties

that were acquired since our IPO.

reimbursements –

Tenant reimbursements increased $0.4 million for the year ended December 31, 2019 compared to the year ended

December 31, 2018 primarily due to the acquisition of the 81 properties in connection with the Formation Transactions and the

195 properties that were acquired since our IPO.

Rental income increased $11.4 million year over year primarily due to the properties that we acquired in connection with

the Formation Transactions being part of our portfolio for all of 2020 and the effects of the properties that we acquired since

the completion of our IPO.

Tenant reimbursements

Tenant reimbursements increased $1.7 million for the year ended December 31, 2020 compared to the year ended December

31, 2019 primarily due to the properties that we acquired in connection with the Formation Transactions being part of our portfolio

for all of 2020 and the effects of the properties that we acquired since the completion of our IPO.

Fee and other income .

Other revenue increased by $0.2 million, to $1.4 million for the year ended December 31, 2020 compared to the year ended December

31, 2019 primarily due to higher insurance recoveries for the year ended December 31, 2020, offset by lower miscellaneous income.

Real estate taxes

Real estate taxes increased by $1.7 million for the year ended December 31, 2020 compared to the year ended December 31,

31, 2018 as a result of acquiring 81 properties in connection with the Formation Transactions and the 195 properties that we acquired

since the completion of our IPO.

2019 as a result of the properties that we acquired in connection with the Formation Transactions being part of our portfolio for

all of 2020 and the effects of the properties that we acquired since the completion of our IPO.

Property operating

4 unchanged sentences

by $0.1 million to $0.8 million for the year ended December 31, 2020 from $0.7 million for the year ended December 31, 2019.

The remainder of the increase of $0.2 million is related to expenses related to repairs and maintenance and insurance for the

81 properties that were acquired as part of the Formation Transactions, and the 195 properties that we have acquired since our

General and administrative

General and administrative expenses increased by $3.4 million to $4.8 million for the year ended December 31, 2019

from $1.4 million for the year ended December 31, 2018, primarily due to higher professional fees, increased personnel and investor

relations expenses as a result of being a public company.

In addition, $0.5 million of the general and administrative expense is

attributable to non-recurring acquisition transaction related costs for our properties that were acquired since our IPO and equity-based

compensation of $1.0 million related to stock awards that were issued in connection with our IPO.

Our Predecessor did not have

any equity-based compensation expense.

and amortization –

remainder of the increase of $0.6 million is related to expenses related to repairs and maintenance and insurance that we were

acquired in connection with the Formation Transactions being part of our portfolio for all of 2020 and the effects of the properties

that we acquired since the completion of our IPO.

and administrative –

General and administrative expenses increased by $3.4 million to $8.2 million for the year ended

December 31, 2020 from $4.8 million for the year ended December 31, 2019, primarily due to higher professional fees and increased

personnel and investor relations expenses as a result of being a public company.

In addition, equity-based compensation expense

increased by $1.2 million for year ended December 31, 2020 compared to the year ended December 31, 2019, due to additional equity-based

compensation expense for awards that have been granted since our IPO.

Depreciation and

amortization –

Depreciation and amortization expense increased by $5.4 million to $9.2 million for the year ended December

31, 2019 from $1.8 million for the year ended December 31, 2018, and is primarily related to the 81 properties that we acquired

as part of the Formation Transactions and the 195 properties that were acquired since our IPO.

31, 2020 from $3.8 million for the year ended December 31, 2019, and is primarily related to the properties that we acquired as

part of the Formation Transactions being part of our portfolio for all of 2020 and the effects of the properties that we acquired

since the completion of our IPO.

Interest Expense, Net

During the year ended

December 31, 2019, we incurred interest expense of $1.5 million compared to $1.5 million for the year ended December 31, 2018.

The increase in interest expense is primarily due to the write-off of deferred financing of $0.1 million in connection with our

Credit Facility and a loss on early extinguishment of debt of $0.2 million related to a repayment of debt of the Predecessor.

This increase is offset by a reduction in contractual interest expense on our mortgage debt due a repayment of indebtedness in

connection with our IPO.

December 31, 2020, we incurred total interest expense, net of $2.8 million compared to $1.5 million for the year ended December

The increase in interest expense is primarily related to the interest incurred on increased borrowings from the Credit

Facility entered into in September 2019 and the amortization of deferred financing costs related to the Credit Facility.

This increase

is offset by a loss on early extinguishment of debt of $0.2 million incurred in connection with the IPO during the year ended December

of the year ended December 31, 2020 and the year ended December 31, 2019

Company had cash of $12.5 million as of December 31, 2019 compared to $0.3 million as of December 31, 2018.

Cash flow from

operating activities –

Net cash provided by operating activities increased by $0.2 million to $2.9 million

for the year ended December 31, 2019 compared to $2.7 million for the same period in 2018.

The increase is primarily

due to the addition of postal properties that were acquired as part of the Formation Transactions and our IPO, all of which have

generated additional rental income and related changes in working capital.

investing activities –

Net cash used in investing activities increased by $69.8 million to $72.7 million for

the year ended December 31, 2019 compared to $2.9 million for the same period in 2018.

The increase was primarily due

to the acquisition of 81 post office properties in connection with the Formation Transactions and 195 properties we acquired since

the completion of our IPO.

Cash flow from

financing activities –

Net cash provided by financing activities increased by $81.8 million to $82.1 million

for the year ended December 31, 2019 compared to $0.3 million provided by the same period in 2018.

This increase is

primarily due to $64.7 million in net proceeds from the IPO and $54.0 million outstanding under the Credit Facility which is offset

by the repayment of debt in connection with the IPO.

Company had $2.2 million of cash and $1.1 million of escrows and reserves as of December 31, 2020 compared to $12.5 million of

cash and $0.7 million of escrows and reserves as of December 31, 2019.

Cash flow from operating

activities –

Net cash provided by operating activities increased by $6.5 million to $9.4 million for the year ended

December 31, 2020 compared to $2.9 million for the same period in 2019.

The increase is primarily due to the addition

of postal properties that were acquired since the IPO, all of which have generated additional rental income and related changes

in working capital.

Cash flow to investing

activities –

Net cash used in investing activities increased by $53.5 million to $126.2 million for the year ended December 31,

2020 compared to $72.7 million for the same period in 2019.

The increase was primarily due to the 261 postal properties that

we acquired during 2020.

Cash flow from financing

activities –

Net cash provided by financing activities increased by $24.7 million to $106.8 million for the year ended

December 31, 2020 compared to $82.1 million provided by the same period in 2019.

The increase was primarily related to

higher net borrowings during the year ended December 31, 2020 offset by lower proceeds from equity offerings and higher payments

of dividends since our IPO.

and Capital Resources

1 unchanged sentence

had approximately $2.2 million of cash and $1.1 million of escrows and reserves as of December 31, 2020.

September 27, 2019, we entered into the Credit Agreement with People’s United Bank, National Association, individually and

as administrative agent, BMO Capital Markets Corp., as syndication agent, and certain other lenders.

The Credit Agreement provides

for the senior revolving Credit Facility with revolving commitments in an aggregate principal amount of a $100.0 million

and a maturity date of September 27, 2023.

The Credit Agreement provides that, subject to customary conditions, including obtaining

lender commitments and compliance with its financial maintenance covenants under the Credit Agreement, we may seek to increase

the aggregate lending commitments under the Credit Agreement by up to $100.0 million, with such increase in total lending commitments

to be allocated to increasing the revolving commitments.

The interest rates applicable to loans under the Credit Facility are,

at our option, equal to either a base rate plus a margin ranging from 0.7% to 1.4% per annum or LIBOR plus a margin ranging from

1.7% to 2.4% per annum, each based on a consolidated leverage ratio.

In addition, we will pay, for the period through and including

the calendar quarter ending March 31, 2020, an unused facility fee on the revolving commitments under the Credit Facility of 0.75%

per annum for the first $100.0 million and 0.25% per annum for the portion of revolving commitments exceeding $100.0 million,

and for the period thereafter, an unused facility fee of 0.25% per annum for the aggregate unused revolving commitments, with

both periods utilizing calculations of daily unused commitments under the Credit Facility.

We are permitted to prepay all or any

portion of the loans under the Credit Facility prior to maturity without premium or penalty, subject to reimbursement of any LIBOR

breakage costs of the lenders.

As of December 31, 2019, we had $54.0 million outstanding under our Credit Facility.

30, 2020, we exercised the accordion feature on the Credit Facility to increase permitted borrowings to $150.0 million from $100.0

We intend to use our Credit Facility for working capital purposes, which may include repayment of indebtedness, property

acquisitions and other general corporate purposes.

Credit Facility is guaranteed, jointly and severally, by the Company and certain indirect subsidiaries of the Company (the “Subsidiary

Guarantors”) and includes a pledge of equity interests in the Subsidiary Guarantors.

of December 31, 2020, we had $78.0 million outstanding under our Credit Facility.

On January 30, 2020, we exercised the accordion

feature on the Credit Facility to increase permitted borrowings to $150.0 million from $100.0 million subject to the borrowing

base properties identified therein remaining unencumbered and subject to an executed lease.

On June 25, 2020, the Company further

amended the Credit Agreement to revise, among other items, certain definitions and borrowing base calculations to increase available

capacity, as well as the restrictive covenant pertaining to Consolidated Tangible Net Worth (as defined in such amendment).

November 24, 2020, we amended the Credit Agreement to revise, among other items, certain definitions and borrowing base calculations

to allow Leases other than the USPS at a Real Property subject to certain limitations (as defined in such amendment).

to use our Credit Facility for working capital purposes, which may include repayment of indebtedness, property acquisitions and

other general corporate purposes.

As of December 31, 2020, the leases at 15 of our properties had expired and the USPS was occupying

such properties as a holdover tenant, thereby excluding such properties from being part of the borrowing base under our Credit

Credit Facility is guaranteed, jointly and severally, by the Company and certain indirect subsidiaries of the Company, or the

Subsidiary Guarantors, and includes a pledge of equity interests in the Subsidiary Guarantors.

The Credit Agreement contains customary

9 unchanged sentences

to satisfy certain covenants and specified events of bankruptcy and insolvency.

Our short-term liquidity

requirements primarily consist of operating expenses and other expenditures associated with our properties, distributions to our

limited partners and distributions to our stockholders required to qualify for REIT status, capital expenditures and, potentially,

acquisitions.

We expect to meet our short-term liquidity requirements through net cash provided by operations, cash, borrowings

under our Credit Facility and the potential issuance of securities.

Our long-term liquidity

requirements primarily consist of funds necessary for the repayment of debt at maturity, property acquisitions and non-recurring

capital improvements.

We expect to meet our long-term liquidity requirements with net cash from operations, long-term indebtedness

including our Credit Facility and mortgage financing, the issuance of equity and debt securities and proceeds from select sales

of our properties.

We also may fund property acquisitions and non-recurring capital improvements using our Credit Facility pending

permanent property-level financing.

short-term liquidity requirements primarily consist of operating expenses and other expenditures associated with our properties,

distributions to our limited partners and distributions to our stockholders required to qualify for REIT status, capital expenditures

and, potentially, acquisitions.

We expect to meet our short-term liquidity requirements through net cash provided by operations,

cash, borrowings under our Credit Facility and the potential issuance of securities.

long-term liquidity requirements primarily consist of funds necessary for the repayment of debt at maturity, property acquisitions

and non-recurring capital improvements.

We expect to meet our long-term liquidity requirements with net cash from operations,

long-term indebtedness including our Credit Facility and mortgage financing, the issuance of equity and debt securities and proceeds

from select sales of our properties.

We also may fund property acquisitions and non-recurring capital improvements using our Credit

Facility pending permanent property-level financing.

believe we have access to multiple sources of capital to fund our long-term liquidity requirements, including the incurrence of

7 unchanged sentences

owning and leasing postal properties and the terms on which the USPS will enter into new or renewed leases.

To maintain our qualification

as a REIT, we must make distributions to our stockholders aggregating annually at least 90% of our REIT taxable income determined

without regard to the deduction for dividends paid and excluding capital gains.

As a result of this requirement, we cannot rely

on retained earnings to fund our business needs to the same extent as other entities that are not REITs.

If we do not have sufficient

funds available to us from our operations to fund our business needs, we will need to find alternative ways to fund those needs.

Such alternatives may include, among other things, divesting ourselves of properties (whether or not the sales price is optimal

or otherwise meets our strategic long-term objectives), incurring indebtedness or issuing equity securities in public or private

transactions, the availability and attractiveness of the terms of which cannot be assured.

Indebtedness as of December 31, 2019

maintain our qualification as a REIT, we must make distributions to our stockholders aggregating annually at least 90% of our

REIT taxable income determined without regard to the deduction for dividends paid and excluding capital gains.

As a result of

this requirement, we cannot rely on retained earnings to fund our business needs to the same extent as other entities that are

If we do not have sufficient funds available to us from our operations to fund our business needs, we will need to

find alternative ways to fund those needs.

Such alternatives may include, among other things, divesting ourselves of properties

(whether or not the sales price is optimal or otherwise meets our strategic long-term objectives), incurring indebtedness or issuing

equity securities in public or private transactions, the availability and attractiveness of the terms of which cannot be assured.

of December 31, 2020, we had approximately $125.0 million of outstanding consolidated principal indebtedness.

The following table

sets forth information as of December 31, 2019 and 2018 with respect to the outstanding indebtedness of the Company and its Predecessor:

Amount Outstanding as of

Amount Outstanding as of December 31,

Interest Rate at December 31,

sets forth information as of December 31, 2020 and 2019 with respect to the outstanding indebtedness of the Company:

Maturity Date

Credit Facility (1)

LIBOR+170bps (2)

September 2023

5 unchanged sentences

Seller Financing (6)

Atlanta Postal Credit Union (7)

First Oklahoma Bank –

April 2020 (7)

First Oklahoma Bank –

June 2020 (8)

AIG-December 2020 (9)

Total Principal

September 27, 2019, we entered into our Credit Agreement, which provides for revolving commitments in an aggregate principal amount

of a $100.0 million and an accordion feature that permits us to borrow up to $200.0 million, subject to customary conditions.

As of December 31, 2019, $100.0 million in aggregate principal amount under the Credit Facility was authorized and $54.0 million

Our ability to borrow under the Credit Facility is subject to ongoing compliance with a number of customary affirmative

and negative covenants.

As of December 31, 2019, we were in compliance with all of the Credit Facility’s debt covenants.

$ 125,035,656

September 27, 2019, we entered into our Credit Agreement, which provides for revolving commitments in an aggregate principal

amount of a $100.0 million and an accordion feature that permits us to borrow up to $200.0 million, subject to customary

During the three months ended March 31, 2020, we amended the Credit Agreement in order to exercise a portion our

accordion feature to increase permitted borrowings to $150.0 million from $100.0 million, subject to the borrowing base properties

identified therein remaining unencumbered and subject to an enforceable lease.

As of December 31, 2020, $150.0 million in

aggregate principal amount under the Credit Facility was authorized and $78.0 million was drawn.

Our ability to borrow under

the Credit Facility is subject to ongoing compliance with a number of customary affirmative and negative covenants.

December 31, 2020, we were in compliance with all of the Credit Facility’s debt covenants.

of December 31, 2020, the one-month LIBOR rate was 0.15%.

of December 31, 2018, the loan was collateralized by first mortgage liens on 26 properties and a personal guarantee of payment

In connection with the IPO, we repaid approximately $13.8 million of outstanding indebtedness and five properties

remain collateralized under this loan as of December 31, 2019 with Mr.

properties are collateralized under this loan as of December 31, 2020 with Mr.

Spodek as the guarantor.

On September 8, 2021 and

every five years thereafter, the interest rate will reset at a variable annual rate of Wall Street Journal Prime Rate (“Prime”)

On September 8, 2021

and every five years thereafter, the interest rate will reset at a variable annual rate of Wall Street Journal Prime Rate

(“Prime”) + 0.5%.

loan is collateralized by first mortgage liens on four properties and a personal guarantee of payment by Mr.

1 unchanged sentence

loan is collateralized by first mortgage liens on one property and a personal guarantee of payment by Mr.

Interest rate

resets on January 31, 2023 to Prime + 0.5%.

rate resets on January 31, 2023 to Prime + 0.5%.

connection with the acquisition of a property, we obtained seller financing secured by the property in the amount $0.4 million

requiring five annual payments of principal and interest of $0.1 million with the first installment due on January 2, 2021 based

requiring five annual payments of principal and interest of $105,661 with the first installment due on January 2, 2021 based

on a 6.0% interest rate per annum through January 2, 2025.

connection with the IPO, we repaid approximately $17.1 million of outstanding indebtedness with a portion of our net proceeds.

connection with the IPO, we repaid approximately $0.7 million of outstanding indebtedness with a portion of our net proceeds.

Secured Borrowings as of December

As of December 31, 2019, we had approximately $3.2 million of

secured borrowings outstanding, all of which is fixed rate debt with a weighted average interest rate of 4.61% per annum.

the year ended December 31, 2019, we obtained seller financing in the amount of $0.4 million in connection with the purchase of

Historically,

our Predecessor’s equity capital was principally provided by Mr.

Spodek as the majority equity owner of the Predecessor

entities and its debt capital was principally provided through first mortgage loans on the properties owned by the Predecessor

and promissory notes payable to related parties.

Following the completion of our IPO and the Formation Transactions, we repaid

approximately $31.7 million of indebtedness of the Predecessor using a portion of the net proceeds from our IPO.

We believe that

the completion of our IPO improved our financial position by reducing our outstanding indebtedness and providing us various sources

of financing that would not have been available to us as a privately owned company.

(7) In connection with the purchase of a 13-building portfolio,

we obtained $4.5 million of mortgage financing, at a fixed interest rate of 4.25% with interest only for the first 18 months, which

resets in November 2026 to the greater of Prime or 4.25%.

loan is collateralized by first mortgage liens on 22 properties.

The interest rate resets in January 2027 to the greater of Prime

loan is secured by a cross-collateralized and cross-defaulted first mortgage lien on the Industrial Property.

a fixed interest rate of 2.80% with interest-only payments for the first five years and fixed payments of principal and interest

thereafter based on a 30-year amortization schedule.

Borrowings as of December 31, 2020

of December 31, 2020, we had approximately $47.0 million of secured borrowings outstanding, all of which is fixed rate debt with

a weighted average interest rate of 3.34% per annum.

During the year ended December 31, 2020, we obtained mortgage loans in the

aggregate amount of $44.0 million.

Obligations and Other Long-Term Liabilities

3 unchanged sentences

Contractual Obligations

Within 1 year

Credit facility

2 unchanged sentences

Operating lease obligations (2)

The amounts shown relate to (i) interest on the $54.0 million outstanding under the Credit Facility as of December 31, 2019 at LIBOR plus 1.70%, (ii) assuming the amount outstanding under the Credit Facility remains at the December 31, 2019 level of $54.0 million, an unused facility fee under the Credit Facility of 0.75% through March 31, 2020 and 0.25% through the remainder of the term and (iii) interest on the outstanding mortgage loans.

Operating lease obligations relate to the lease for our corporate headquarters .

$ 147,536,541

amounts shown relate to (i) interest on the $78.0 million outstanding under the Credit Facility as of December 31, 2020 at LIBOR

plus 1.70%, (ii) assuming the amount outstanding under the Credit Facility remains at the December 31, 2020 level of $78.0 million,

an unused facility fee under the Credit Facility of 0.25% through the remainder of the term and (iii) interest on the outstanding

mortgage loans.

lease obligations relate to the lease for our corporate headquarters and two ground leases at certain of our properties .

qualify and maintain our qualification as a REIT, we are required to pay dividends to stockholders at least equal to 90% of our

1 unchanged sentence

year ended December 31, 2020, we paid cash dividends of $0.79 per share.

On January 30, 2020, our Board of Directors declared

a fourth quarter common stock dividend of $0.17 per share which was paid on February 28, 2020 to stockholders of record on February

Financing Activity

On February 3, 2021,

we repaid the First Oklahoma Bank-April 2020 and First Oklahoma Bank-June 2020 with proceeds from a borrowing from our Credit Facility.

The Company had net credit facility activity of $10.5 million during the period subsequent to December 31, 2020.

As of the date

of this report, the Company had $67.5 million drawn on its credit facility.

Real Estate Acquisitions

to December 31, 2019, we closed on two separate portfolios.

On January 10, 2020, we closed on the acquisition of 21 properties

leased to the USPS located in various states for approximately $13.5 million, which includes 483,333 of OP units valued at $17.00

per unit (the stock price on the date of closing was $16.39.) On January 29, 2020, we closed on the acquisition of 42 properties

leased to the USPS for $8.7 million.

In addition, we have acquired 20 postal properties in individual transactions for approximately

$8.0 million.

As of March 25,

2020, we had entered into definitive agreements to acquire 17 properties leased to the USPS for approximately $11.5 million.

Formal due diligence has been completed and the transactions are expected to close in the second or third quarter of 2020,

subject to the satisfaction of customary closing conditions.

continue to identify, and are in various stages of reviewing, additional postal properties for acquisition and believe there are

strong opportunities to continue growing our pipeline.

Subsequent to December

31, 2020, we have acquired 54 postal properties in individual or small portfolio transactions for approximately $25.7 million.

January 11, 2021, we priced a public offering of 3,250,000 shares of our Class A common stock, or the January Follow-on Offering,

at $15.25 per share.

On January 12, 2021, the underwriters purchased an additional 487,500 shares pursuant to a 30-day option

to purchase up to an additional 487,500 shares at $15.25 per share, or the January Additional Shares.

The January Follow-on Offering,

including the January Additional Shares, closed on January 14, 2021 resulting in $57.0 million in gross proceeds, and approximately

$53.9 million in net proceeds after deducting approximately $3.1 million in underwriting discounts and before giving effect to

$0.3 million in other estimated expenses relating to the January Follow-on Offering.

January 28, 2021, our Board of Directors approved and we declared a fourth quarter common stock dividend of $0.2175 per share

which was paid on February 26, 2021 to stockholders of record on February 12, 2021.

Off-Balance Sheet

20 unchanged sentences

Policies in the Notes to the Consolidated and Combined Consolidated Financial Statements.

As an “emerging growth company,”

we intend to avail

ourselves of the extended transition periods for adopting new or revised accounting standards that would otherwise apply to us

as a public reporting company, although, subject to certain restrictions we may elect to stop availing ourselves of these exceptions

in the future even while we remain an “emerging growth company.”

As a result, our financial statements may not be comparable

to those of other public reporting companies that either are not emerging growth companies or that are emerging growth companies

but have opted not to avail themselves of these provisions of the JOBS Act and investors may deem our securities a less attractive

investment relative to those other companies, which could adversely affect our stock price.

an “emerging growth company,”

we intend to avail ourselves of the extended transition periods for adopting new or

revised accounting standards that would otherwise apply to us as a public reporting company, although, subject to certain restrictions

we may elect to stop availing ourselves of these exceptions in the future even while we remain an “emerging growth company.”

As a result, our financial statements may not be comparable to those of other public reporting companies that either are not emerging

growth companies or that are emerging growth companies but have opted not to avail themselves of these provisions of the JOBS

Act and investors may deem our securities a less attractive investment relative to those other companies, which could adversely

affect our stock price.

of Presentation

41 unchanged sentences

These fees arise from contractual agreements with entities that

are affiliated with our CEO.

are affiliated with our chief executive officer.

Management fee income is recognized as earned under the respective agreements.

Non-controlling

Non-controlling interests

represent common units of limited partnership interest of the Operating Partnership (“OP Units”) held by the Predecessor’s

prior investors and certain sellers of acquisition portfolios and long-term incentive units of the Operating Partnership (“LTIP

Units”) primarily held by our CEO.

Upon completion of the IPO and the Formation Transactions, the Operating Partnership

issued 1,333,112 OP Units to the Predecessor’s prior investors as partial consideration for the contribution of their interest

in the Predecessor to the Operating Partnership and 114,706 LTIP Units to our CEO.

In addition, during the year ended December

31, 2019, we issued 824,350 OP Units to certain sellers in connection with a portfolio acquisition and 5,298 LTIP Units to an

Non-controlling

interests represent OP Units held by the Predecessor’s prior investors and certain sellers of acquisition portfolios and

LTIP Units primarily held by our chief executive officer.

Upon completion of the IPO and the Formation Transactions, the Operating

Partnership issued 1,333,112 OP Units to the Predecessor’s prior investors as partial consideration for the contribution

of their interest in the Predecessor to the Operating Partnership and 114,706 LTIP Units to our chief executive officer.

During the year ended December 31, 2020, we granted 94,303 LTIP

units to our chief executive officer.

during the years ended December 31, 2020 and 2019, we issued 483,333 and 824,350 OP Units, respectively to certain contributors

in connection with portfolio acquisitions.

Accounting Pronouncements

a discussion of our adoption of new accounting pronouncements, please see Note 3 of our Consolidated and Combined Consolidated

Financial Statements.

Because most of our

leases provide for fixed annual rental payments without annual rent escalations, our rental revenues are fixed while our property

operating expenses are subject to inflationary increases.

A majority of our leases provide for tenant reimbursement of real estate

taxes and thus the tenant must reimburse us for real estate taxes.

We believe that if inflation increases expenses over time,

increases in lease renewal rates will materially offset such increase.

a discussion of our adoption of new accounting pronouncements, please see Note 2.

Summary of Significant Accountant Principles

of to the accompanying Consolidated and Combined Consolidated Financial Statements.

most of our leases provide for fixed annual rental payments without annual rent escalations, our rental revenues are fixed while

our property operating expenses are subject to inflationary increases.

A majority of our leases provide for tenant reimbursement

of real estate taxes and thus the tenant must reimburse us for real estate taxes.

We believe that if inflation increases expenses

over time, increases in lease renewal rates will materially offset such increase.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

POSTAL REALTY TRUST, INC.

AND PREDECESSOR

INDEX TO FINANCIAL STATEMENTS

REALTY TRUST, INC.

TO FINANCIAL STATEMENTS

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity